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23-69-313. Mergers And Acquisitions.

(a) Subject to applicable requirements of this subchapter and the Insurance Holding Company Regulatory Act, § 23-63-501 et seq., a mutual insurance holding company may:

(1) Merge or consolidate with, or acquire the assets of, a mutual insurance holding company licensed under this subchapter or any similar entity organized under laws of any other state;

(2) Either alone or together with one (1) or more intermediate stock holding companies or other subsidiaries, directly or indirectly acquire the stock of a stock insurance company or a mutual insurance company that reorganizes under this subchapter or the law of its state of organization;

(3) Together with one (1) or more of its stock insurance company subsidiaries, acquire the assets of a stock insurance company or a mutual insurance company; or

(4) Acquire a stock insurance company through the merger of the stock insurance company with a stock insurance company subsidiary of the mutual insurance holding company.


(1) A merger or acquisition under this section is subject to the applicable procedures prescribed by the laws applying to domestic insurance companies, except as otherwise provided in this subsection.

(2) The commissioner may retain, at the expense of the mutual insurance company, any attorneys, actuaries, accountants, economists, and other experts not otherwise a part of the commissioner's staff as may be reasonably necessary to assist the commissioner in reviewing the proposed merger or acquisition.

(3) The plan and agreement for merger shall be submitted to and approved by vote of two-thirds (2/3) of those members of any domestic mutual insurance holding company involved in the merger who vote either in person or by proxy thereon at a lawful meeting called for that purpose, after reasonable notice and in accordance with procedure approved by the commissioner.

(4) No such merger shall be effectuated unless the plan and agreement have been filed with the commissioner and approved by him or her in advance. The commissioner shall give such approval unless he or she finds that such a plan or agreement:

(A) Is inequitable to the policyholders of any domestic insurer involved in the merger or the members of any domestic mutual insurance holding company involved in the merger; or

(B) Would substantially reduce the security of and service to be rendered to policyholders of a domestic insurer in this state.


Acts 2001, No. 1726, § 1.

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Local Government
Asa Hutchinson
Asa Hutchinson
January 13, 2015 -
425 W Capitol Ave. Suite 1620, Little Rock, AR, 72201