Tenn. Code Ann. § 56-6-602 — TN Code / Title 56 / Chapter 6 / Section 56-6-602
Part definitions
Status: in_force

As used in this part, unless the context otherwise requires: (1) "Control" or "controlled" means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract other than a contract for goods or nonmanagement services, or otherwise. Control shall be presumed to exist if any person, directly or indirectly, owns, controls, holds with the powers to vote, or holds proxies representing a majority of the outstanding voting securities of any other person. No person shall be deemed to control another person solely by reason of being an officer or director of the person. The commissioner may determine upon application that any person does not or will not upon the taking of some proposed action control another person. The commissioner may prospectively revoke or modify the commissioner's determination, after notice and opportunity to be heard, whenever, in the commissioner's judgment, revocation or modification is consistent with this part; (2) "Independent casualty actuary" means a casualty actuary who is a member of the American Academy of Actuaries and who is not affiliated with, nor an employee, principal, nor the direct or indirect owner of, or in any way controlled by, the insurer or producer; (3) "Licensed property/casualty insurer" or "insurer" means a person, firm, association or corporation duly licensed to transact a property/casualty insurance business in this state. The following, among others, are not licensed insurers for the purposes of this part: (A) All residual market pools and joint underwriting authorities or associations; and (B) All captive insurers other than risk retention groups as defined in 15 U.S.C. § 3901 et seq. and 42 U.S.C. § 9671 . For the purposes of this part, captive insurers are insurance companies owned by another organization whose exclusive purpose is to insure risks of the parent organization and affiliated companies or, in the case of groups and associations, insurance organizations owned by the insureds whose exclusive purpose is to insure risks to member organizations and group members and their affiliates; (4) "Producer" means an insurance broker or brokers or any other person, firm, association or corporation, when, for any compensation, commission or other thing of value, the person, firm, association or corporation acts or aids in any manner in soliciting, negotiating or procuring the making of any insurance contract on behalf of an insured other than the person, firm, association or corporation; and (5) "Violation" means a finding by the commissioner that: (A) The controlling producer did not materially comply with § 56-6-603 ; (B) The controlled insurer, with respect to business placed by the controlling producer, engaged in a pattern of charging premiums that were lower than those being charged by the insurer or other insurers for similar risks written during the same period and placed by noncontrolling producers. When determining whether premiums were lower than those prevailing in the market, the commissioner shall take into consideration applicable industry or actuarial standards at the time the business was written; (C) The controlling producer failed to maintain records, sufficient to: (i) Demonstrate that the producer's dealings with its controlled insurer were fair and equitable and in compliance with the Insurance Holding Company System Act of 1986, compiled in chapter 11 of this title; and (ii) Accurately disclose the nature and details of its transactions with the controlled insurer, including information necessary to support the charges or fees to the respective parties; (D) The controlled insurer, with respect to business placed by the controlling producer, either failed to establish or deviated from its underwriting procedures; (E) The controlled insurer's capitalization at the time the business was placed by the controlling producer and with respect to the business was not in compliance with criteria established by the commissioner or with the insurance law or regulations; or (F) The controlling producer or the controlled insurer failed to substantially comply with the holding company provisions of the insurance law and any rules and regulations relative to the provisions. Amended by 2014 Tenn. Acts, ch. 559,s 10, eff. 3/21/2014. Acts 1991, ch. 142, § 8; 1993, ch. 253, § 12.
As used in this part, unless the context otherwise requires:
(1) "Control" or "controlled" means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract other than a contract for goods or nonmanagement services, or otherwise. Control shall be presumed to exist if any person, directly or indirectly, owns, controls, holds with the powers to vote, or holds proxies representing a majority of the outstanding voting securities of any other person. No person shall be deemed to control another person solely by reason of being an officer or director of the person. The commissioner may determine upon application that any person does not or will not upon the taking of some proposed action control another person. The commissioner may prospectively revoke or modify the commissioner's determination, after notice and opportunity to be heard, whenever, in the commissioner's judgment, revocation or modification is consistent with this part;
(2) "Independent casualty actuary" means a casualty actuary who is a member of the American Academy of Actuaries and who is not affiliated with, nor an employee, principal, nor the direct or indirect owner of, or in any way controlled by, the insurer or producer;
(3) "Licensed property/casualty insurer" or "insurer" means a person, firm, association or corporation duly licensed to transact a property/casualty insurance business in this state. The following, among others, are not licensed insurers for the purposes of this part: (A) All residual market pools and joint underwriting authorities or associations; and (B) All captive insurers other than risk retention groups as defined in 15 U.S.C. § 3901 et seq. and 42 U.S.C. § 9671 . For the purposes of this part, captive insurers are insurance companies owned by another organization whose exclusive purpose is to insure risks of the parent organization and affiliated companies or, in the case of groups and associations, insurance organizations owned by the insureds whose exclusive purpose is to insure risks to member organizations and group members and their affiliates;
(A) All residual market pools and joint underwriting authorities or associations; and
(B) All captive insurers other than risk retention groups as defined in 15 U.S.C. § 3901 et seq. and 42 U.S.C. § 9671 . For the purposes of this part, captive insurers are insurance companies owned by another organization whose exclusive purpose is to insure risks of the parent organization and affiliated companies or, in the case of groups and associations, insurance organizations owned by the insureds whose exclusive purpose is to insure risks to member organizations and group members and their affiliates;
(4) "Producer" means an insurance broker or brokers or any other person, firm, association or corporation, when, for any compensation, commission or other thing of value, the person, firm, association or corporation acts or aids in any manner in soliciting, negotiating or procuring the making of any insurance contract on behalf of an insured other than the person, firm, association or corporation; and
(5) "Violation" means a finding by the commissioner that: (A) The controlling producer did not materially comply with § 56-6-603 ; (B) The controlled insurer, with respect to business placed by the controlling producer, engaged in a pattern of charging premiums that were lower than those being charged by the insurer or other insurers for similar risks written during the same period and placed by noncontrolling producers. When determining whether premiums were lower than those prevailing in the market, the commissioner shall take into consideration applicable industry or actuarial standards at the time the business was written; (C) The controlling producer failed to maintain records, sufficient to: (i) Demonstrate that the producer's dealings with its controlled insurer were fair and equitable and in compliance with the Insurance Holding Company System Act of 1986, compiled in chapter 11 of this title; and (ii) Accurately disclose the nature and details of its transactions with the controlled insurer, including information necessary to support the charges or fees to the respective parties; (D) The controlled insurer, with respect to business placed by the controlling producer, either failed to establish or deviated from its underwriting procedures; (E) The controlled insurer's capitalization at the time the business was placed by the controlling producer and with respect to the business was not in compliance with criteria established by the commissioner or with the insurance law or regulations; or (F) The controlling producer or the controlled insurer failed to substantially comply with the holding company provisions of the insurance law and any rules and regulations relative to the provisions.
(A) The controlling producer did not materially comply with § 56-6-603 ;
(B) The controlled insurer, with respect to business placed by the controlling producer, engaged in a pattern of charging premiums that were lower than those being charged by the insurer or other insurers for similar risks written during the same period and placed by noncontrolling producers. When determining whether premiums were lower than those prevailing in the market, the commissioner shall take into consideration applicable industry or actuarial standards at the time the business was written;
(C) The controlling producer failed to maintain records, sufficient to: (i) Demonstrate that the producer's dealings with its controlled insurer were fair and equitable and in compliance with the Insurance Holding Company System Act of 1986, compiled in chapter 11 of this title; and (ii) Accurately disclose the nature and details of its transactions with the controlled insurer, including information necessary to support the charges or fees to the respective parties;
(i) Demonstrate that the producer's dealings with its controlled insurer were fair and equitable and in compliance with the Insurance Holding Company System Act of 1986, compiled in chapter 11 of this title; and
(ii) Accurately disclose the nature and details of its transactions with the controlled insurer, including information necessary to support the charges or fees to the respective parties;
(D) The controlled insurer, with respect to business placed by the controlling producer, either failed to establish or deviated from its underwriting procedures;
(E) The controlled insurer's capitalization at the time the business was placed by the controlling producer and with respect to the business was not in compliance with criteria established by the commissioner or with the insurance law or regulations; or
(F) The controlling producer or the controlled insurer failed to substantially comply with the holding company provisions of the insurance law and any rules and regulations relative to the provisions.
Amended by 2014 Tenn. Acts, ch. 559,s 10, eff. 3/21/2014.
Acts 1991, ch. 142, § 8; 1993, ch. 253, § 12.
Tenn. Code Ann. § 56-11-103 — TN Code / Title 56 / Chapter 11 / Section 56-11-103
Mergers and acquisitions of control
Status: in_force

(a) (1) Filing Requirements. No person other than the issuer shall make a tender offer for, or a request or invitation for tenders of, or enter into any agreement to exchange securities for, seek to acquire, or acquire, in the open market or otherwise, any voting security of a domestic insurer if, after the consummation thereof, the person would, directly or indirectly, or by conversion or by exercise of any right to acquire, be in control of the insurer, and no such person shall enter into an agreement to merge with or otherwise to acquire control of a domestic insurer or any person controlling a domestic insurer unless, at the time any such offer, request, or invitation is made or any such agreement is entered into, or prior to the acquisition of the securities if no offer or agreement is involved, the person has filed with the commissioner and has sent to the insurer, a statement containing the information required by this section and the offer, request, invitation, agreement or acquisition has been approved by the commissioner in the manner prescribed in this part. (2) For purposes of this section, any controlling person of a domestic insurer seeking to divest its controlling interest in the domestic insurer, in any manner, shall file with the commissioner, with a copy to the insurer, confidential notice of its proposed divestiture at least thirty (30) days prior to the cessation of control. The commissioner shall determine those instances in which the party or parties seeking to divest or to acquire a controlling interest in an insurer will be required to file for, and obtain approval of, the transaction. The information shall remain confidential until the conclusion of the transaction unless the commissioner, in the commissioner's discretion, determines that confidential treatment will interfere with enforcement of this section. If the statement referred to above is otherwise filed, this subdivision (a)(2) shall not apply. (3) With respect to a transaction subject to this section, the acquiring person must also file a preacquisition notification with the commissioner, which shall contain the information set forth in § 56-11-104(c)(1) . A failure to file the notification may be subject to penalties specified in § 56-11-104(e)(3) . (4) As used in this section, "domestic insurer" includes any person controlling a domestic insurer unless the person as determined by the commissioner is either directly or through its affiliates primarily engaged in business other than the business of insurance. (5) For the purposes of this section, "person" does not include any securities broker holding, in the usual and customary broker's function, less than twenty percent (20%) of the voting securities of an insurance company or of any person that controls an insurance company. (b) Content of Statement. The statement to be filed with the commissioner under this section shall be made under oath or affirmation and shall contain the following information: (1) The name and address of each person by whom or on whose behalf the merger or other acquisition of control referred to in subsection (a) is to be effected, called the "acquiring party;" (A) If an individual, the person's principal occupation and all offices and positions held during the past five (5) years, and any conviction of crimes other than minor traffic violations during the past ten (10) years; and (B) If the person is not an individual, a report of the nature of its business operations during the past five (5) years or for such lesser period as the person and any predecessors thereof shall have been in existence; an informative description of the business intended to be done by the person and the person's subsidiaries; and a list of all individuals who are or who have been selected to become directors or executive officers of the person, or who perform or will perform functions appropriate to the positions. The list shall include for each such individual the information required by subdivision (b)(1)(A); (2) The source, nature and amount of the consideration used or to be used in effecting the merger or other acquisition of control, a description of any transaction wherein funds were or are to be obtained for any such purpose, including any pledge of the insurer's stock, or the stock of any of its subsidiaries or controlling affiliates, and the identity of persons furnishing the consideration; provided, that where a source of the consideration is a loan made in the lender's ordinary course of business, the identity of the lender shall remain confidential, if the person filing the statement so requests; (3) Fully audited financial information as to the earnings and financial condition of each acquiring party for the preceding five (5) fiscal years of each such acquiring party, or for such lesser periods as the acquiring party and any predecessors thereof shall have been in existence, and similar unaudited information as of a date not earlier than ninety (90) days prior to the filing of the statement; (4) Any plans or proposals that each acquiring party may have to liquidate the insurer, to sell its assets or merge or consolidate it with any person, or to make any other material change in its business or corporate structure or management; (5) The number of shares of any security referred to in subsection (a) that each acquiring party proposes to acquire, the terms of the offer, request, invitation, agreement, or acquisition referred to in subsection (a), and a statement as to the method for arriving at the fairness of the proposal; (6) The amount of each class of any security referred to in subsection (a) that is beneficially owned or concerning which there is a right to acquire beneficial ownership by each acquiring party; (7) A full description of any contracts, arrangements or understandings with respect to any security referred to in subsection (a) in which any acquiring party is involved, including, but not limited to, transfer of any of the securities, joint ventures, loan or option arrangements, puts or calls, guarantees of loans, guarantees against loss or guarantees of profits, division of losses or profits, or the giving or withholding of proxies. The description shall identify the persons with whom the contracts, arrangements or understandings have been entered into; (8) A description of the purchase of any security referred to in subsection (a) during the twelve (12) calendar months preceding the filing of the statement, by any acquiring party, including the dates of purchase, names of the purchasers, and consideration paid or agreed to be paid for the security; (9) A description of any recommendations to purchase any security referred to in subsection (a) made during the twelve (12) calendar months preceding the filing of the statement, by any acquiring party, or by anyone based upon interviews or at the suggestion of the acquiring party; (10) Copies of all tender offers for, requests, or invitations for tenders of, exchange offers for, and agreements to acquire or exchange any securities referred to in subsection (a), and, if distributed, of additional soliciting material relating to the activity; (11) The term of any agreement, contract or understanding made with or proposed to be made with any broker-dealer as to solicitation of securities referred to in subsection (a) for tender, and the amount of any fees, commissions or other compensation to be paid to broker-dealers with regard to the agreement; (12) A nonrefundable fee in an amount that the commissioner shall by rule establish; (13) Any additional information the commissioner may by rule or regulation prescribe as necessary or appropriate for the protection of policyholders of the insurer or in the public interest. If the person required to file the statement referred to in subsection (a) is a partnership, limited partnership, syndicate or other group, the commissioner may require that the information called for by subdivisions (b)(1)-(15) shall be given with respect to each partner of the partnership or limited partnership, each member of the syndicate or group, and each person who controls the partner or member. If any such partner, member or person is a corporation, or the person required to file the statement referred to in subsection (a) is a corporation, the commissioner may require that the information called for by subdivisions (b)(1)-(15) shall be given with respect to the corporation, each officer and director of the corporation, and each person who is directly or indirectly the beneficial owner of more than ten percent (10%) of the outstanding voting securities of the corporation. If any material change occurs in the facts set forth in the statement filed with the commissioner and sent to the insurer pursuant to this section, an amendment setting forth the change, together with copies of all documents and other materials relevant to the change, shall be filed with the commissioner and sent to the insurer within two (2) business days after the person learns of the change; (14) An agreement by the person required to file the statement referred to in subsection (a) that it will provide the annual report, specified in § 56-11-105 ( l ), for so long as control exists; and (15) An acknowledgement by the person required to file the statement referred to in subsection (a) that the person and all subsidiaries within its control in the insurance holding company system will provide information to the commissioner upon request as necessary to evaluate enterprise risk to the insurer. (c) Alternative Filing Materials. If any offer, request, invitation, agreement or acquisition referred to in subsection (a) is proposed to be made by means of a registration statement under the Securities Act of 1933 ( 15 U.S.C. § 77a et seq.), or in circumstances requiring the disclosure of similar information under the Securities Exchange Act of 1934 ( 15 U.S.C. § 78a et seq.), or under a state law requiring similar registration or disclosure, the person required to file the statement referred to in subsection (a) may utilize the documents in furnishing the information called for by that statement. (d) Approval by Commissioner; Hearings. (1) The commissioner shall approve any merger or other acquisition of control referred to in subsection (a) unless, after a public hearing, the commissioner finds that: (A) After the change of control, the domestic insurer referred to in subsection (a) would not be able to satisfy the requirements for the issuance of a license to write the line or lines of insurance for which it is presently licensed; (B) The effect of the merger or other acquisition of control would be substantially to lessen competition in insurance in this state or tend to create a monopoly in this state. In applying the competitive standard in this subdivision (d)(1)(B): (i) The informational requirements of § 56-11-104(c)(1) and the standards of § 56-11-104(d)(2) shall apply; (ii) The merger or other acquisition shall not be disapproved if the commissioner finds that any of the situations meeting the criteria provided by § 56-11-104(d)(3) exist; and (iii) The commissioner may condition the approval of the merger or other acquisition on the removal of the basis of disapproval within a specified period of time; (C) The financial condition of any acquiring party is such that it might jeopardize the financial stability of the insurer, or prejudice the interest of its policyholders; (D) The plans or proposals that the acquiring party has to liquidate the insurer, sell its assets or consolidate or merge it with any person, or to make any other material change in its business or corporate structure or management, are unfair and unreasonable to policyholders of the insurer and not in the public interest; (E) The competence, experience and integrity of those persons who would control the operation of the insurer are such that it would not be in the interest of policyholders of the insurer and of the public to permit the merger or other acquisition of control; or (F) The acquisition is likely to be hazardous or prejudicial to the insurance buying public. (2) The public hearing referred to in subdivision (d)(1) shall be held within thirty (30) days after the statement required by subsection (a) is filed, and at least twenty (20) days' notice of the public hearing shall be given by the commissioner to the person filing the statement. Not less than seven (7) days' notice of the public hearing shall be given by the person filing the statement to the insurer and to such other persons as may be designated by the commissioner. The commissioner shall make a determination within the sixty-day period preceding the effective date of the proposed transaction. At the hearing, the person filing the statement, the insurer, any person to whom notice of hearing was sent, and any other person whose interest may be affected by the proposed transaction, shall have the right to present evidence, examine and cross-examine witnesses, and offer oral and written arguments and in connection therewith shall be entitled to conduct discovery proceedings in the same manner as is presently allowed in the Uniform Administrative Procedures Act, compiled in title 4, chapter 5. All discovery proceedings shall be concluded not later than three (3) days prior to the commencement of the public hearing. (3) If the proposed acquisition of control will require the approval of more than one (1) commissioner, the public hearing referred to in subdivision (d)(2) may be held on a consolidated basis upon request of the person filing the statement referred to in subsection (a). Such person shall file the statement referred to in subsection (a) with the National Association of Insurance Commissioners (NAIC) within five (5) days of making the request for a public hearing. A commissioner may opt out of a consolidated hearing, and shall provide notice to the applicant of the opt-out within ten (10) days of the receipt of the statement referred to in subsection (a). A hearing conducted on a consolidated basis shall be public and shall be held within the United States before the commissioners of the states in which the insurers are domiciled. Such commissioners shall hear and receive evidence. A commissioner may attend such hearing, in person or by telecommunication. (4) In connection with a change of control of a domestic insurer, any determination by the commissioner that the person acquiring control of the insurer shall be required to maintain or restore the capital of the insurer to the level required by this title, shall be made not later than sixty (60) days after the date of notification of the change in control submitted pursuant to § 56-11-103(a)(1) . (5) The commissioner may retain, at the acquiring person's expense, any attorneys, actuaries, accountants 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 acquisition of control. (e) Exemptions. This section does not apply to: (1) Any transaction that is subject to the provisions of chapter 10 of this title dealing with the merger or consolidation of two (2) or more insurers. (2) Any offer, request, invitation, agreement or acquisition that the commissioner by order shall exempt therefrom as: (A) Not having been made or entered into for the purpose and not having the effect of changing or influencing the control of a domestic insurer; or (B) As otherwise not comprehended within the purposes of this section. (f) Violations. The following are violations of this section: (1) The failure to file any statement, amendment, or other material required to be filed pursuant to subsection (a) or (b); or (2) The effectuation or any attempt to effectuate an acquisition of control of, divestiture of, or merger with, a domestic insurer unless the commissioner has given approval to the acquisition or merger. (g) Jurisdiction; Consent to Service of Process. The courts of this state are hereby vested with jurisdiction over every person not resident, domiciled, or authorized to do business in this state who files a statement with the commissioner under this section, and overall actions involving the person arising out of violations of this section, and each such person shall be deemed to have performed acts equivalent to and constituting an appointment by such a person of the commissioner to be the person's true and lawful attorney, upon whom may be served all lawful process in any action, suit or proceeding arising out of violations of this section. Copies of all lawful process shall be served on the commissioner and transmitted by registered or certified mail by the commissioner to the person at the person's last known address. Amended by 2014 Tenn. Acts, ch. 583, Secs.s 4, s 5, s 6, s 7, s 8, s 9 eff. 3/28/2014. Acts 1986, ch. 572, § 3; 1988, ch. 663, § 3; T.C.A. § 56-11-203 .
(a) (1) Filing Requirements. No person other than the issuer shall make a tender offer for, or a request or invitation for tenders of, or enter into any agreement to exchange securities for, seek to acquire, or acquire, in the open market or otherwise, any voting security of a domestic insurer if, after the consummation thereof, the person would, directly or indirectly, or by conversion or by exercise of any right to acquire, be in control of the insurer, and no such person shall enter into an agreement to merge with or otherwise to acquire control of a domestic insurer or any person controlling a domestic insurer unless, at the time any such offer, request, or invitation is made or any such agreement is entered into, or prior to the acquisition of the securities if no offer or agreement is involved, the person has filed with the commissioner and has sent to the insurer, a statement containing the information required by this section and the offer, request, invitation, agreement or acquisition has been approved by the commissioner in the manner prescribed in this part. (2) For purposes of this section, any controlling person of a domestic insurer seeking to divest its controlling interest in the domestic insurer, in any manner, shall file with the commissioner, with a copy to the insurer, confidential notice of its proposed divestiture at least thirty (30) days prior to the cessation of control. The commissioner shall determine those instances in which the party or parties seeking to divest or to acquire a controlling interest in an insurer will be required to file for, and obtain approval of, the transaction. The information shall remain confidential until the conclusion of the transaction unless the commissioner, in the commissioner's discretion, determines that confidential treatment will interfere with enforcement of this section. If the statement referred to above is otherwise filed, this subdivision (a)(2) shall not apply. (3) With respect to a transaction subject to this section, the acquiring person must also file a preacquisition notification with the commissioner, which shall contain the information set forth in § 56-11-104(c)(1) . A failure to file the notification may be subject to penalties specified in § 56-11-104(e)(3) . (4) As used in this section, "domestic insurer" includes any person controlling a domestic insurer unless the person as determined by the commissioner is either directly or through its affiliates primarily engaged in business other than the business of insurance. (5) For the purposes of this section, "person" does not include any securities broker holding, in the usual and customary broker's function, less than twenty percent (20%) of the voting securities of an insurance company or of any person that controls an insurance company.
(1) Filing Requirements. No person other than the issuer shall make a tender offer for, or a request or invitation for tenders of, or enter into any agreement to exchange securities for, seek to acquire, or acquire, in the open market or otherwise, any voting security of a domestic insurer if, after the consummation thereof, the person would, directly or indirectly, or by conversion or by exercise of any right to acquire, be in control of the insurer, and no such person shall enter into an agreement to merge with or otherwise to acquire control of a domestic insurer or any person controlling a domestic insurer unless, at the time any such offer, request, or invitation is made or any such agreement is entered into, or prior to the acquisition of the securities if no offer or agreement is involved, the person has filed with the commissioner and has sent to the insurer, a statement containing the information required by this section and the offer, request, invitation, agreement or acquisition has been approved by the commissioner in the manner prescribed in this part.
(2) For purposes of this section, any controlling person of a domestic insurer seeking to divest its controlling interest in the domestic insurer, in any manner, shall file with the commissioner, with a copy to the insurer, confidential notice of its proposed divestiture at least thirty (30) days prior to the cessation of control. The commissioner shall determine those instances in which the party or parties seeking to divest or to acquire a controlling interest in an insurer will be required to file for, and obtain approval of, the transaction. The information shall remain confidential until the conclusion of the transaction unless the commissioner, in the commissioner's discretion, determines that confidential treatment will interfere with enforcement of this section. If the statement referred to above is otherwise filed, this subdivision (a)(2) shall not apply.
(3) With respect to a transaction subject to this section, the acquiring person must also file a preacquisition notification with the commissioner, which shall contain the information set forth in § 56-11-104(c)(1) . A failure to file the notification may be subject to penalties specified in § 56-11-104(e)(3) .
(4) As used in this section, "domestic insurer" includes any person controlling a domestic insurer unless the person as determined by the commissioner is either directly or through its affiliates primarily engaged in business other than the business of insurance.
(5) For the purposes of this section, "person" does not include any securities broker holding, in the usual and customary broker's function, less than twenty percent (20%) of the voting securities of an insurance company or of any person that controls an insurance company.
(b) Content of Statement. The statement to be filed with the commissioner under this section shall be made under oath or affirmation and shall contain the following information: (1) The name and address of each person by whom or on whose behalf the merger or other acquisition of control referred to in subsection (a) is to be effected, called the "acquiring party;" (A) If an individual, the person's principal occupation and all offices and positions held during the past five (5) years, and any conviction of crimes other than minor traffic violations during the past ten (10) years; and (B) If the person is not an individual, a report of the nature of its business operations during the past five (5) years or for such lesser period as the person and any predecessors thereof shall have been in existence; an informative description of the business intended to be done by the person and the person's subsidiaries; and a list of all individuals who are or who have been selected to become directors or executive officers of the person, or who perform or will perform functions appropriate to the positions. The list shall include for each such individual the information required by subdivision (b)(1)(A); (2) The source, nature and amount of the consideration used or to be used in effecting the merger or other acquisition of control, a description of any transaction wherein funds were or are to be obtained for any such purpose, including any pledge of the insurer's stock, or the stock of any of its subsidiaries or controlling affiliates, and the identity of persons furnishing the consideration; provided, that where a source of the consideration is a loan made in the lender's ordinary course of business, the identity of the lender shall remain confidential, if the person filing the statement so requests; (3) Fully audited financial information as to the earnings and financial condition of each acquiring party for the preceding five (5) fiscal years of each such acquiring party, or for such lesser periods as the acquiring party and any predecessors thereof shall have been in existence, and similar unaudited information as of a date not earlier than ninety (90) days prior to the filing of the statement; (4) Any plans or proposals that each acquiring party may have to liquidate the insurer, to sell its assets or merge or consolidate it with any person, or to make any other material change in its business or corporate structure or management; (5) The number of shares of any security referred to in subsection (a) that each acquiring party proposes to acquire, the terms of the offer, request, invitation, agreement, or acquisition referred to in subsection (a), and a statement as to the method for arriving at the fairness of the proposal; (6) The amount of each class of any security referred to in subsection (a) that is beneficially owned or concerning which there is a right to acquire beneficial ownership by each acquiring party; (7) A full description of any contracts, arrangements or understandings with respect to any security referred to in subsection (a) in which any acquiring party is involved, including, but not limited to, transfer of any of the securities, joint ventures, loan or option arrangements, puts or calls, guarantees of loans, guarantees against loss or guarantees of profits, division of losses or profits, or the giving or withholding of proxies. The description shall identify the persons with whom the contracts, arrangements or understandings have been entered into; (8) A description of the purchase of any security referred to in subsection (a) during the twelve (12) calendar months preceding the filing of the statement, by any acquiring party, including the dates of purchase, names of the purchasers, and consideration paid or agreed to be paid for the security; (9) A description of any recommendations to purchase any security referred to in subsection (a) made during the twelve (12) calendar months preceding the filing of the statement, by any acquiring party, or by anyone based upon interviews or at the suggestion of the acquiring party; (10) Copies of all tender offers for, requests, or invitations for tenders of, exchange offers for, and agreements to acquire or exchange any securities referred to in subsection (a), and, if distributed, of additional soliciting material relating to the activity; (11) The term of any agreement, contract or understanding made with or proposed to be made with any broker-dealer as to solicitation of securities referred to in subsection (a) for tender, and the amount of any fees, commissions or other compensation to be paid to broker-dealers with regard to the agreement; (12) A nonrefundable fee in an amount that the commissioner shall by rule establish; (13) Any additional information the commissioner may by rule or regulation prescribe as necessary or appropriate for the protection of policyholders of the insurer or in the public interest. If the person required to file the statement referred to in subsection (a) is a partnership, limited partnership, syndicate or other group, the commissioner may require that the information called for by subdivisions (b)(1)-(15) shall be given with respect to each partner of the partnership or limited partnership, each member of the syndicate or group, and each person who controls the partner or member. If any such partner, member or person is a corporation, or the person required to file the statement referred to in subsection (a) is a corporation, the commissioner may require that the information called for by subdivisions (b)(1)-(15) shall be given with respect to the corporation, each officer and director of the corporation, and each person who is directly or indirectly the beneficial owner of more than ten percent (10%) of the outstanding voting securities of the corporation. If any material change occurs in the facts set forth in the statement filed with the commissioner and sent to the insurer pursuant to this section, an amendment setting forth the change, together with copies of all documents and other materials relevant to the change, shall be filed with the commissioner and sent to the insurer within two (2) business days after the person learns of the change; (14) An agreement by the person required to file the statement referred to in subsection (a) that it will provide the annual report, specified in § 56-11-105 ( l ), for so long as control exists; and (15) An acknowledgement by the person required to file the statement referred to in subsection (a) that the person and all subsidiaries within its control in the insurance holding company system will provide information to the commissioner upon request as necessary to evaluate enterprise risk to the insurer.
(1) The name and address of each person by whom or on whose behalf the merger or other acquisition of control referred to in subsection (a) is to be effected, called the "acquiring party;" (A) If an individual, the person's principal occupation and all offices and positions held during the past five (5) years, and any conviction of crimes other than minor traffic violations during the past ten (10) years; and (B) If the person is not an individual, a report of the nature of its business operations during the past five (5) years or for such lesser period as the person and any predecessors thereof shall have been in existence; an informative description of the business intended to be done by the person and the person's subsidiaries; and a list of all individuals who are or who have been selected to become directors or executive officers of the person, or who perform or will perform functions appropriate to the positions. The list shall include for each such individual the information required by subdivision (b)(1)(A);
(A) If an individual, the person's principal occupation and all offices and positions held during the past five (5) years, and any conviction of crimes other than minor traffic violations during the past ten (10) years; and
(B) If the person is not an individual, a report of the nature of its business operations during the past five (5) years or for such lesser period as the person and any predecessors thereof shall have been in existence; an informative description of the business intended to be done by the person and the person's subsidiaries; and a list of all individuals who are or who have been selected to become directors or executive officers of the person, or who perform or will perform functions appropriate to the positions. The list shall include for each such individual the information required by subdivision (b)(1)(A);
(2) The source, nature and amount of the consideration used or to be used in effecting the merger or other acquisition of control, a description of any transaction wherein funds were or are to be obtained for any such purpose, including any pledge of the insurer's stock, or the stock of any of its subsidiaries or controlling affiliates, and the identity of persons furnishing the consideration; provided, that where a source of the consideration is a loan made in the lender's ordinary course of business, the identity of the lender shall remain confidential, if the person filing the statement so requests;
(3) Fully audited financial information as to the earnings and financial condition of each acquiring party for the preceding five (5) fiscal years of each such acquiring party, or for such lesser periods as the acquiring party and any predecessors thereof shall have been in existence, and similar unaudited information as of a date not earlier than ninety (90) days prior to the filing of the statement;
(4) Any plans or proposals that each acquiring party may have to liquidate the insurer, to sell its assets or merge or consolidate it with any person, or to make any other material change in its business or corporate structure or management;
(5) The number of shares of any security referred to in subsection (a) that each acquiring party proposes to acquire, the terms of the offer, request, invitation, agreement, or acquisition referred to in subsection (a), and a statement as to the method for arriving at the fairness of the proposal;
(6) The amount of each class of any security referred to in subsection (a) that is beneficially owned or concerning which there is a right to acquire beneficial ownership by each acquiring party;
(7) A full description of any contracts, arrangements or understandings with respect to any security referred to in subsection (a) in which any acquiring party is involved, including, but not limited to, transfer of any of the securities, joint ventures, loan or option arrangements, puts or calls, guarantees of loans, guarantees against loss or guarantees of profits, division of losses or profits, or the giving or withholding of proxies. The description shall identify the persons with whom the contracts, arrangements or understandings have been entered into;
(8) A description of the purchase of any security referred to in subsection (a) during the twelve (12) calendar months preceding the filing of the statement, by any acquiring party, including the dates of purchase, names of the purchasers, and consideration paid or agreed to be paid for the security;
(9) A description of any recommendations to purchase any security referred to in subsection (a) made during the twelve (12) calendar months preceding the filing of the statement, by any acquiring party, or by anyone based upon interviews or at the suggestion of the acquiring party;
(10) Copies of all tender offers for, requests, or invitations for tenders of, exchange offers for, and agreements to acquire or exchange any securities referred to in subsection (a), and, if distributed, of additional soliciting material relating to the activity;
(11) The term of any agreement, contract or understanding made with or proposed to be made with any broker-dealer as to solicitation of securities referred to in subsection (a) for tender, and the amount of any fees, commissions or other compensation to be paid to broker-dealers with regard to the agreement;
(12) A nonrefundable fee in an amount that the commissioner shall by rule establish;
(13) Any additional information the commissioner may by rule or regulation prescribe as necessary or appropriate for the protection of policyholders of the insurer or in the public interest. If the person required to file the statement referred to in subsection (a) is a partnership, limited partnership, syndicate or other group, the commissioner may require that the information called for by subdivisions (b)(1)-(15) shall be given with respect to each partner of the partnership or limited partnership, each member of the syndicate or group, and each person who controls the partner or member. If any such partner, member or person is a corporation, or the person required to file the statement referred to in subsection (a) is a corporation, the commissioner may require that the information called for by subdivisions (b)(1)-(15) shall be given with respect to the corporation, each officer and director of the corporation, and each person who is directly or indirectly the beneficial owner of more than ten percent (10%) of the outstanding voting securities of the corporation. If any material change occurs in the facts set forth in the statement filed with the commissioner and sent to the insurer pursuant to this section, an amendment setting forth the change, together with copies of all documents and other materials relevant to the change, shall be filed with the commissioner and sent to the insurer within two (2) business days after the person learns of the change;
(14) An agreement by the person required to file the statement referred to in subsection (a) that it will provide the annual report, specified in § 56-11-105 ( l ), for so long as control exists; and
(15) An acknowledgement by the person required to file the statement referred to in subsection (a) that the person and all subsidiaries within its control in the insurance holding company system will provide information to the commissioner upon request as necessary to evaluate enterprise risk to the insurer.
(c) Alternative Filing Materials. If any offer, request, invitation, agreement or acquisition referred to in subsection (a) is proposed to be made by means of a registration statement under the Securities Act of 1933 ( 15 U.S.C. § 77a et seq.), or in circumstances requiring the disclosure of similar information under the Securities Exchange Act of 1934 ( 15 U.S.C. § 78a et seq.), or under a state law requiring similar registration or disclosure, the person required to file the statement referred to in subsection (a) may utilize the documents in furnishing the information called for by that statement.
(d) Approval by Commissioner; Hearings. (1) The commissioner shall approve any merger or other acquisition of control referred to in subsection (a) unless, after a public hearing, the commissioner finds that: (A) After the change of control, the domestic insurer referred to in subsection (a) would not be able to satisfy the requirements for the issuance of a license to write the line or lines of insurance for which it is presently licensed; (B) The effect of the merger or other acquisition of control would be substantially to lessen competition in insurance in this state or tend to create a monopoly in this state. In applying the competitive standard in this subdivision (d)(1)(B): (i) The informational requirements of § 56-11-104(c)(1) and the standards of § 56-11-104(d)(2) shall apply; (ii) The merger or other acquisition shall not be disapproved if the commissioner finds that any of the situations meeting the criteria provided by § 56-11-104(d)(3) exist; and (iii) The commissioner may condition the approval of the merger or other acquisition on the removal of the basis of disapproval within a specified period of time; (C) The financial condition of any acquiring party is such that it might jeopardize the financial stability of the insurer, or prejudice the interest of its policyholders; (D) The plans or proposals that the acquiring party has to liquidate the insurer, sell its assets or consolidate or merge it with any person, or to make any other material change in its business or corporate structure or management, are unfair and unreasonable to policyholders of the insurer and not in the public interest; (E) The competence, experience and integrity of those persons who would control the operation of the insurer are such that it would not be in the interest of policyholders of the insurer and of the public to permit the merger or other acquisition of control; or (F) The acquisition is likely to be hazardous or prejudicial to the insurance buying public. (2) The public hearing referred to in subdivision (d)(1) shall be held within thirty (30) days after the statement required by subsection (a) is filed, and at least twenty (20) days' notice of the public hearing shall be given by the commissioner to the person filing the statement. Not less than seven (7) days' notice of the public hearing shall be given by the person filing the statement to the insurer and to such other persons as may be designated by the commissioner. The commissioner shall make a determination within the sixty-day period preceding the effective date of the proposed transaction. At the hearing, the person filing the statement, the insurer, any person to whom notice of hearing was sent, and any other person whose interest may be affected by the proposed transaction, shall have the right to present evidence, examine and cross-examine witnesses, and offer oral and written arguments and in connection therewith shall be entitled to conduct discovery proceedings in the same manner as is presently allowed in the Uniform Administrative Procedures Act, compiled in title 4, chapter 5. All discovery proceedings shall be concluded not later than three (3) days prior to the commencement of the public hearing. (3) If the proposed acquisition of control will require the approval of more than one (1) commissioner, the public hearing referred to in subdivision (d)(2) may be held on a consolidated basis upon request of the person filing the statement referred to in subsection (a). Such person shall file the statement referred to in subsection (a) with the National Association of Insurance Commissioners (NAIC) within five (5) days of making the request for a public hearing. A commissioner may opt out of a consolidated hearing, and shall provide notice to the applicant of the opt-out within ten (10) days of the receipt of the statement referred to in subsection (a). A hearing conducted on a consolidated basis shall be public and shall be held within the United States before the commissioners of the states in which the insurers are domiciled. Such commissioners shall hear and receive evidence. A commissioner may attend such hearing, in person or by telecommunication. (4) In connection with a change of control of a domestic insurer, any determination by the commissioner that the person acquiring control of the insurer shall be required to maintain or restore the capital of the insurer to the level required by this title, shall be made not later than sixty (60) days after the date of notification of the change in control submitted pursuant to § 56-11-103(a)(1) . (5) The commissioner may retain, at the acquiring person's expense, any attorneys, actuaries, accountants 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 acquisition of control.
(1) The commissioner shall approve any merger or other acquisition of control referred to in subsection (a) unless, after a public hearing, the commissioner finds that: (A) After the change of control, the domestic insurer referred to in subsection (a) would not be able to satisfy the requirements for the issuance of a license to write the line or lines of insurance for which it is presently licensed; (B) The effect of the merger or other acquisition of control would be substantially to lessen competition in insurance in this state or tend to create a monopoly in this state. In applying the competitive standard in this subdivision (d)(1)(B): (i) The informational requirements of § 56-11-104(c)(1) and the standards of § 56-11-104(d)(2) shall apply; (ii) The merger or other acquisition shall not be disapproved if the commissioner finds that any of the situations meeting the criteria provided by § 56-11-104(d)(3) exist; and (iii) The commissioner may condition the approval of the merger or other acquisition on the removal of the basis of disapproval within a specified period of time; (C) The financial condition of any acquiring party is such that it might jeopardize the financial stability of the insurer, or prejudice the interest of its policyholders; (D) The plans or proposals that the acquiring party has to liquidate the insurer, sell its assets or consolidate or merge it with any person, or to make any other material change in its business or corporate structure or management, are unfair and unreasonable to policyholders of the insurer and not in the public interest; (E) The competence, experience and integrity of those persons who would control the operation of the insurer are such that it would not be in the interest of policyholders of the insurer and of the public to permit the merger or other acquisition of control; or (F) The acquisition is likely to be hazardous or prejudicial to the insurance buying public.
(A) After the change of control, the domestic insurer referred to in subsection (a) would not be able to satisfy the requirements for the issuance of a license to write the line or lines of insurance for which it is presently licensed;
(B) The effect of the merger or other acquisition of control would be substantially to lessen competition in insurance in this state or tend to create a monopoly in this state. In applying the competitive standard in this subdivision (d)(1)(B): (i) The informational requirements of § 56-11-104(c)(1) and the standards of § 56-11-104(d)(2) shall apply; (ii) The merger or other acquisition shall not be disapproved if the commissioner finds that any of the situations meeting the criteria provided by § 56-11-104(d)(3) exist; and (iii) The commissioner may condition the approval of the merger or other acquisition on the removal of the basis of disapproval within a specified period of time;
(i) The informational requirements of § 56-11-104(c)(1) and the standards of § 56-11-104(d)(2) shall apply;
(ii) The merger or other acquisition shall not be disapproved if the commissioner finds that any of the situations meeting the criteria provided by § 56-11-104(d)(3) exist; and
(iii) The commissioner may condition the approval of the merger or other acquisition on the removal of the basis of disapproval within a specified period of time;
(C) The financial condition of any acquiring party is such that it might jeopardize the financial stability of the insurer, or prejudice the interest of its policyholders;
(D) The plans or proposals that the acquiring party has to liquidate the insurer, sell its assets or consolidate or merge it with any person, or to make any other material change in its business or corporate structure or management, are unfair and unreasonable to policyholders of the insurer and not in the public interest;
(E) The competence, experience and integrity of those persons who would control the operation of the insurer are such that it would not be in the interest of policyholders of the insurer and of the public to permit the merger or other acquisition of control; or
(F) The acquisition is likely to be hazardous or prejudicial to the insurance buying public.
(2) The public hearing referred to in subdivision (d)(1) shall be held within thirty (30) days after the statement required by subsection (a) is filed, and at least twenty (20) days' notice of the public hearing shall be given by the commissioner to the person filing the statement. Not less than seven (7) days' notice of the public hearing shall be given by the person filing the statement to the insurer and to such other persons as may be designated by the commissioner. The commissioner shall make a determination within the sixty-day period preceding the effective date of the proposed transaction. At the hearing, the person filing the statement, the insurer, any person to whom notice of hearing was sent, and any other person whose interest may be affected by the proposed transaction, shall have the right to present evidence, examine and cross-examine witnesses, and offer oral and written arguments and in connection therewith shall be entitled to conduct discovery proceedings in the same manner as is presently allowed in the Uniform Administrative Procedures Act, compiled in title 4, chapter 5. All discovery proceedings shall be concluded not later than three (3) days prior to the commencement of the public hearing.
(3) If the proposed acquisition of control will require the approval of more than one (1) commissioner, the public hearing referred to in subdivision (d)(2) may be held on a consolidated basis upon request of the person filing the statement referred to in subsection (a). Such person shall file the statement referred to in subsection (a) with the National Association of Insurance Commissioners (NAIC) within five (5) days of making the request for a public hearing. A commissioner may opt out of a consolidated hearing, and shall provide notice to the applicant of the opt-out within ten (10) days of the receipt of the statement referred to in subsection (a). A hearing conducted on a consolidated basis shall be public and shall be held within the United States before the commissioners of the states in which the insurers are domiciled. Such commissioners shall hear and receive evidence. A commissioner may attend such hearing, in person or by telecommunication.
(4) In connection with a change of control of a domestic insurer, any determination by the commissioner that the person acquiring control of the insurer shall be required to maintain or restore the capital of the insurer to the level required by this title, shall be made not later than sixty (60) days after the date of notification of the change in control submitted pursuant to § 56-11-103(a)(1) .
(5) The commissioner may retain, at the acquiring person's expense, any attorneys, actuaries, accountants 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 acquisition of control.
(e) Exemptions. This section does not apply to: (1) Any transaction that is subject to the provisions of chapter 10 of this title dealing with the merger or consolidation of two (2) or more insurers. (2) Any offer, request, invitation, agreement or acquisition that the commissioner by order shall exempt therefrom as: (A) Not having been made or entered into for the purpose and not having the effect of changing or influencing the control of a domestic insurer; or (B) As otherwise not comprehended within the purposes of this section.
(1) Any transaction that is subject to the provisions of chapter 10 of this title dealing with the merger or consolidation of two (2) or more insurers.
(2) Any offer, request, invitation, agreement or acquisition that the commissioner by order shall exempt therefrom as: (A) Not having been made or entered into for the purpose and not having the effect of changing or influencing the control of a domestic insurer; or (B) As otherwise not comprehended within the purposes of this section.
(A) Not having been made or entered into for the purpose and not having the effect of changing or influencing the control of a domestic insurer; or
(B) As otherwise not comprehended within the purposes of this section.
(f) Violations. The following are violations of this section: (1) The failure to file any statement, amendment, or other material required to be filed pursuant to subsection (a) or (b); or (2) The effectuation or any attempt to effectuate an acquisition of control of, divestiture of, or merger with, a domestic insurer unless the commissioner has given approval to the acquisition or merger.
(1) The failure to file any statement, amendment, or other material required to be filed pursuant to subsection (a) or (b); or
(2) The effectuation or any attempt to effectuate an acquisition of control of, divestiture of, or merger with, a domestic insurer unless the commissioner has given approval to the acquisition or merger.
(g) Jurisdiction; Consent to Service of Process. The courts of this state are hereby vested with jurisdiction over every person not resident, domiciled, or authorized to do business in this state who files a statement with the commissioner under this section, and overall actions involving the person arising out of violations of this section, and each such person shall be deemed to have performed acts equivalent to and constituting an appointment by such a person of the commissioner to be the person's true and lawful attorney, upon whom may be served all lawful process in any action, suit or proceeding arising out of violations of this section. Copies of all lawful process shall be served on the commissioner and transmitted by registered or certified mail by the commissioner to the person at the person's last known address.
Amended by 2014 Tenn. Acts, ch. 583, Secs.s 4, s 5, s 6, s 7, s 8, s 9 eff. 3/28/2014.
Acts 1986, ch. 572, § 3; 1988, ch. 663, § 3; T.C.A. § 56-11-203 .
Tenn. Code Ann. § 56-7-3702 — TN Code / Title 56 / Chapter 7 / Section 56-7-3702
Part definitions
Status: in_force

As used in this part: (1) "Additional business day" means the first weekday not designated as a state or federal holiday; (2) "Adverse determination" has the same meaning as defined in § 56-61-102 ; (3) "Chronic condition" means a condition that has an expected duration of one (1) year or more and requires ongoing medical attention or limits activities of daily living, or both; (4) "Commissioner" has the same meaning as defined in § 56-1-102 ; (5) "Emergency healthcare services" means emergency services as defined in § 56-7-2355 ; (6) "Enrollee" has the same meaning as defined in § 56-6-703 ; (7) "Enrollee benefit plan" means the right to have a payment made by a health carrier for a prescription drug listed on the applicable formulary or healthcare services in accordance with coverage contained within a health benefit plan delivered, issued for delivery, or renewed in this state; (8) "Facility" means an institution licensed under title 33 or 68; (9) "Health carrier" has the same meaning as defined in § 56-61-102 ; (10) "Healthcare prescriber" means a prescriber as defined in § 53-10-203 ; (11) "Healthcare professional" has the same meaning as defined in § 56-61-102 ; (12) "Healthcare provider" has the same meaning as defined in § 56-61-102 ; (13) "Healthcare service" means a service rendered by a healthcare provider or at a practice that provides testing, monitoring, diagnosis, or treatment of a human disease or condition, or dispenses medical devices, medical appliances, or medical goods for the treatment of a human disease or condition; (14) "Inpatient service" means care provided in a hospital or other type of inpatient facility where an individual is admitted and spends one (1) or more nights, depending on the individual's medical condition; (15) "Medically necessary" or "medical necessity" has the same meaning as defined in § 56-61-102 ; (16) "Physician" means a medical doctor or osteopathic physician with a valid state medical license issued pursuant to title 63, chapter 6 or 9; (17) "Practice" means an entity formed with at least one (1) healthcare provider to provide healthcare services; (18) "Prescription drug" has the same meaning as defined in § 56-7-3201 ; (19) "Prior authorization" means a written or oral determination made by a health carrier or utilization review organization, or an agent of such carrier or organization, that an enrollee's receipt of a healthcare service is a covered benefit under the applicable plan and that a requirement of medical necessity or other requirements imposed by such utilization review organization as prerequisites for payment for such services have been satisfied; (20) "Urgent care request" has the same meaning as defined in § 56-61-102 ; and (21) "Utilization review organization" means: (A) A health carrier or other entity, including a designee of such carrier or entity, that reviews or issues prior authorizations for a health carrier; and (B) A health maintenance organization, or another individual or entity that provides, offers to provide, or administers hospital, outpatient, medical, behavioral health, prescription drug, or other health benefits to a person treated by a healthcare provider in this state under a health insurance policy, plan, or contract. Amended by 2023 Tenn. Acts, ch. 395, s 4, eff. 1/1/2025.
As used in this part:
(1) "Additional business day" means the first weekday not designated as a state or federal holiday;
(2) "Adverse determination" has the same meaning as defined in § 56-61-102 ;
(3) "Chronic condition" means a condition that has an expected duration of one (1) year or more and requires ongoing medical attention or limits activities of daily living, or both;
(4) "Commissioner" has the same meaning as defined in § 56-1-102 ;
(5) "Emergency healthcare services" means emergency services as defined in § 56-7-2355 ;
(6) "Enrollee" has the same meaning as defined in § 56-6-703 ;
(7) "Enrollee benefit plan" means the right to have a payment made by a health carrier for a prescription drug listed on the applicable formulary or healthcare services in accordance with coverage contained within a health benefit plan delivered, issued for delivery, or renewed in this state;
(8) "Facility" means an institution licensed under title 33 or 68;
(9) "Health carrier" has the same meaning as defined in § 56-61-102 ;
(10) "Healthcare prescriber" means a prescriber as defined in § 53-10-203 ;
(11) "Healthcare professional" has the same meaning as defined in § 56-61-102 ;
(12) "Healthcare provider" has the same meaning as defined in § 56-61-102 ;
(13) "Healthcare service" means a service rendered by a healthcare provider or at a practice that provides testing, monitoring, diagnosis, or treatment of a human disease or condition, or dispenses medical devices, medical appliances, or medical goods for the treatment of a human disease or condition;
(14) "Inpatient service" means care provided in a hospital or other type of inpatient facility where an individual is admitted and spends one (1) or more nights, depending on the individual's medical condition;
(15) "Medically necessary" or "medical necessity" has the same meaning as defined in § 56-61-102 ;
(16) "Physician" means a medical doctor or osteopathic physician with a valid state medical license issued pursuant to title 63, chapter 6 or 9;
(17) "Practice" means an entity formed with at least one (1) healthcare provider to provide healthcare services;
(18) "Prescription drug" has the same meaning as defined in § 56-7-3201 ;
(19) "Prior authorization" means a written or oral determination made by a health carrier or utilization review organization, or an agent of such carrier or organization, that an enrollee's receipt of a healthcare service is a covered benefit under the applicable plan and that a requirement of medical necessity or other requirements imposed by such utilization review organization as prerequisites for payment for such services have been satisfied;
(20) "Urgent care request" has the same meaning as defined in § 56-61-102 ; and
(21) "Utilization review organization" means: (A) A health carrier or other entity, including a designee of such carrier or entity, that reviews or issues prior authorizations for a health carrier; and (B) A health maintenance organization, or another individual or entity that provides, offers to provide, or administers hospital, outpatient, medical, behavioral health, prescription drug, or other health benefits to a person treated by a healthcare provider in this state under a health insurance policy, plan, or contract.
(A) A health carrier or other entity, including a designee of such carrier or entity, that reviews or issues prior authorizations for a health carrier; and
(B) A health maintenance organization, or another individual or entity that provides, offers to provide, or administers hospital, outpatient, medical, behavioral health, prescription drug, or other health benefits to a person treated by a healthcare provider in this state under a health insurance policy, plan, or contract.
Amended by 2023 Tenn. Acts, ch. 395, s 4, eff. 1/1/2025.
Tenn. Code Ann. § 56-13-208 — TN Code / Title 56 / Chapter 13 / Section 56-13-208
Pleadings against protected cell captive insurance company
Status: in_force

(a) The pleadings in any legal action brought by or against a protected cell captive insurance company shall specify which protected cell or cells are or should be named a party to the suit. If the general account is party to this suit, it likewise shall be separately identified in the pleadings as if it were a protected cell. (b) A legal action brought against a protected cell captive insurance company that does not specify one (1) or more protected cells shall be deemed to have been brought against the general account only. (c) Any protected cell that is not named in the pleadings of the legal action shall not be deemed to be a party to the legal action. Any protected cell that is erroneously named as a party or named without proper cause shall be entitled to prompt dismissal from the legal action. (d) Unless specified by the plan of operation, participant contract, or other prior contractual agreement, the assets of one (1) protected cell may not be encumbered or seized to satisfy the obligations of or a judgment against any other protected cell. No protected cell has a duty to defend the rights and obligations of any other protected cell. (e) In any legal action involving a protected cell captive insurance company or a protected cell, any papers, documents, or property of a nonparty protected cell shall be afforded the same status during discovery as the documents or property of any other unrelated third party. A nonparty protected cell shall have standing to appear and petition for any appropriate relief to protect the confidentiality of its papers or documents. Added by 2016 Tenn. Acts, ch. 1018,s 2, eff. 4/28/2016.
(a) The pleadings in any legal action brought by or against a protected cell captive insurance company shall specify which protected cell or cells are or should be named a party to the suit. If the general account is party to this suit, it likewise shall be separately identified in the pleadings as if it were a protected cell.
(b) A legal action brought against a protected cell captive insurance company that does not specify one (1) or more protected cells shall be deemed to have been brought against the general account only.
(c) Any protected cell that is not named in the pleadings of the legal action shall not be deemed to be a party to the legal action. Any protected cell that is erroneously named as a party or named without proper cause shall be entitled to prompt dismissal from the legal action.
(d) Unless specified by the plan of operation, participant contract, or other prior contractual agreement, the assets of one (1) protected cell may not be encumbered or seized to satisfy the obligations of or a judgment against any other protected cell. No protected cell has a duty to defend the rights and obligations of any other protected cell.
(e) In any legal action involving a protected cell captive insurance company or a protected cell, any papers, documents, or property of a nonparty protected cell shall be afforded the same status during discovery as the documents or property of any other unrelated third party. A nonparty protected cell shall have standing to appear and petition for any appropriate relief to protect the confidentiality of its papers or documents.
Added by 2016 Tenn. Acts, ch. 1018,s 2, eff. 4/28/2016.
Tenn. Code Ann. § 56-27-125 — TN Code / Title 56 / Chapter 27 / Section 56-27-125
Subscription contract - Duration - Renewal - Termination - Forfeiture of membership - Deferment of inception coverage
Status: in_force

Every subscription contract made by a medical service plan corporation shall provide for the payment of medical services for a period of twelve (12) months from the date of issue of the subscription certificate. The contract may provide that it shall be subject to renewal from year to year unless there has been one (1) month's prior written notice of termination by the medical service plan corporation. A subscriber shall forfeit membership upon failure to renew the subscriber's contract, or upon the subscriber's voluntary resignation. During the first contract year, the contract may provide that the inception coverage may be deferred for not more than two (2) months from date of issue of the contract, and may exclude treatment for illness existing at the inception of the contract. Acts 1945, ch. 113, § 11; C. Supp. 1950, § 4186.27 (Williams, § 4186.28); T.C.A. (orig. ed.), § 56-2925.
Every subscription contract made by a medical service plan corporation shall provide for the payment of medical services for a period of twelve (12) months from the date of issue of the subscription certificate. The contract may provide that it shall be subject to renewal from year to year unless there has been one (1) month's prior written notice of termination by the medical service plan corporation. A subscriber shall forfeit membership upon failure to renew the subscriber's contract, or upon the subscriber's voluntary resignation. During the first contract year, the contract may provide that the inception coverage may be deferred for not more than two (2) months from date of issue of the contract, and may exclude treatment for illness existing at the inception of the contract.
Acts 1945, ch. 113, § 11; C. Supp. 1950, § 4186.27 (Williams, § 4186.28); T.C.A. (orig. ed.), § 56-2925.
Tenn. Code Ann. § 56-6-1402 — TN Code / Title 56 / Chapter 6 / Section 56-6-1402
Part definitions
Status: in_force

As used in this part: (1) "Commissioner" means the commissioner of commerce and insurance; (2) "Designated responsible producer" or "DRP" means a person designated by a travel insurance supervising entity pursuant to § 56-6-1403(a)(2)(C) ; (3) "Insurer" has the same meaning as defined in § 56-6-102 ; (4) "Limited lines travel insurance producer" means an individual or business entity that has met the requirements of § 56-6-110 and may also be approved as a travel insurance supervising entity; (5) "Offer and disseminate" means providing general information, including a description of the coverage and price, as well as processing the application, collecting premiums, and performing other lawful nonlicensable activities; (6) "Person" means a business entity or a natural person; (7) "Travel administrator": (A) Means a person who directly or indirectly underwrites, collects charges, collateral or premiums from, or adjusts or settles claims on residents of this state, in connection with travel insurance; and (B) Does not include an individual who would only be considered a travel administrator based on the following: (i) An individual working under the supervision and control of a travel administrator; (ii) An insurance producer, as defined under § 56-6-102 , selling insurance or engaged in administrative and claims-related activities within the scope of the producer's license; (iii) A travel retailer offering and disseminating travel insurance and registered under the license of a limited lines travel insurance producer; (iv) An individual adjusting or settling claims in the normal course of that individual's practice or employment as an attorney at law and who does not collect charges or premiums in connection with insurance coverage; or (v) A person that is affiliated with a licensed insurer while acting as a travel administrator for the direct and assumed insurance business of an affiliated insurer; (8) "Travel insurance": (A) Means insurance coverage for personal risks incident to planned travel, including: (i) Interruption or cancellation of a trip or event; (ii) Loss of baggage or personal effects; (iii) Damage to an accommodation or rental vehicle; (iv) Sickness, accident, disability, or death occurring during travel; (v) Emergency evacuation; (vi) Repatriation of remains; or (vii) Another contractual obligation to indemnify or pay a specified amount to the traveler upon determinable contingencies related to travel as approved by the commissioner; and (B) Does not include: (i) Major medical plans that provide comprehensive medical protection for travelers with trips lasting six (6) months or longer, including those working overseas as expatriates, or deployed military personnel; or (ii) Another product that requires a specific insurance producer license; (9) "Travel insurance supervising entity" means a person that receives a license pursuant to § 56-6-1403(a)(2) and is the following: (A) A licensed managing general agent, as defined under § 56-6-502 ; (B) A licensed insurance producer, including a limited lines producer; or (C) A travel administrator; and (10) "Travel retailer" means a business entity that makes, arranges, or offers travel services and may offer and disseminate travel insurance as a service to its customers on behalf of and under the direction of a travel insurance supervising entity. Amended by 2022 Tenn. Acts, ch. 703, s 2, eff. 7/1/2022. Amended by 2022 Tenn. Acts, ch. 703, s 1, eff. 7/1/2022. Added by 2015 Tenn. Acts, ch. 460, s 3, eff. 1/1/2016.
As used in this part:
(1) "Commissioner" means the commissioner of commerce and insurance;
(2) "Designated responsible producer" or "DRP" means a person designated by a travel insurance supervising entity pursuant to § 56-6-1403(a)(2)(C) ;
(3) "Insurer" has the same meaning as defined in § 56-6-102 ;
(4) "Limited lines travel insurance producer" means an individual or business entity that has met the requirements of § 56-6-110 and may also be approved as a travel insurance supervising entity;
(5) "Offer and disseminate" means providing general information, including a description of the coverage and price, as well as processing the application, collecting premiums, and performing other lawful nonlicensable activities;
(6) "Person" means a business entity or a natural person;
(7) "Travel administrator": (A) Means a person who directly or indirectly underwrites, collects charges, collateral or premiums from, or adjusts or settles claims on residents of this state, in connection with travel insurance; and (B) Does not include an individual who would only be considered a travel administrator based on the following: (i) An individual working under the supervision and control of a travel administrator; (ii) An insurance producer, as defined under § 56-6-102 , selling insurance or engaged in administrative and claims-related activities within the scope of the producer's license; (iii) A travel retailer offering and disseminating travel insurance and registered under the license of a limited lines travel insurance producer; (iv) An individual adjusting or settling claims in the normal course of that individual's practice or employment as an attorney at law and who does not collect charges or premiums in connection with insurance coverage; or (v) A person that is affiliated with a licensed insurer while acting as a travel administrator for the direct and assumed insurance business of an affiliated insurer;
(A) Means a person who directly or indirectly underwrites, collects charges, collateral or premiums from, or adjusts or settles claims on residents of this state, in connection with travel insurance; and
(B) Does not include an individual who would only be considered a travel administrator based on the following: (i) An individual working under the supervision and control of a travel administrator; (ii) An insurance producer, as defined under § 56-6-102 , selling insurance or engaged in administrative and claims-related activities within the scope of the producer's license; (iii) A travel retailer offering and disseminating travel insurance and registered under the license of a limited lines travel insurance producer; (iv) An individual adjusting or settling claims in the normal course of that individual's practice or employment as an attorney at law and who does not collect charges or premiums in connection with insurance coverage; or (v) A person that is affiliated with a licensed insurer while acting as a travel administrator for the direct and assumed insurance business of an affiliated insurer;
(i) An individual working under the supervision and control of a travel administrator;
(ii) An insurance producer, as defined under § 56-6-102 , selling insurance or engaged in administrative and claims-related activities within the scope of the producer's license;
(iii) A travel retailer offering and disseminating travel insurance and registered under the license of a limited lines travel insurance producer;
(iv) An individual adjusting or settling claims in the normal course of that individual's practice or employment as an attorney at law and who does not collect charges or premiums in connection with insurance coverage; or
(v) A person that is affiliated with a licensed insurer while acting as a travel administrator for the direct and assumed insurance business of an affiliated insurer;
(8) "Travel insurance": (A) Means insurance coverage for personal risks incident to planned travel, including: (i) Interruption or cancellation of a trip or event; (ii) Loss of baggage or personal effects; (iii) Damage to an accommodation or rental vehicle; (iv) Sickness, accident, disability, or death occurring during travel; (v) Emergency evacuation; (vi) Repatriation of remains; or (vii) Another contractual obligation to indemnify or pay a specified amount to the traveler upon determinable contingencies related to travel as approved by the commissioner; and (B) Does not include: (i) Major medical plans that provide comprehensive medical protection for travelers with trips lasting six (6) months or longer, including those working overseas as expatriates, or deployed military personnel; or (ii) Another product that requires a specific insurance producer license;
(A) Means insurance coverage for personal risks incident to planned travel, including: (i) Interruption or cancellation of a trip or event; (ii) Loss of baggage or personal effects; (iii) Damage to an accommodation or rental vehicle; (iv) Sickness, accident, disability, or death occurring during travel; (v) Emergency evacuation; (vi) Repatriation of remains; or (vii) Another contractual obligation to indemnify or pay a specified amount to the traveler upon determinable contingencies related to travel as approved by the commissioner; and
(i) Interruption or cancellation of a trip or event;
(ii) Loss of baggage or personal effects;
(iii) Damage to an accommodation or rental vehicle;
(iv) Sickness, accident, disability, or death occurring during travel;
(v) Emergency evacuation;
(vi) Repatriation of remains; or
(vii) Another contractual obligation to indemnify or pay a specified amount to the traveler upon determinable contingencies related to travel as approved by the commissioner; and
(B) Does not include: (i) Major medical plans that provide comprehensive medical protection for travelers with trips lasting six (6) months or longer, including those working overseas as expatriates, or deployed military personnel; or (ii) Another product that requires a specific insurance producer license;
(i) Major medical plans that provide comprehensive medical protection for travelers with trips lasting six (6) months or longer, including those working overseas as expatriates, or deployed military personnel; or
(ii) Another product that requires a specific insurance producer license;
(9) "Travel insurance supervising entity" means a person that receives a license pursuant to § 56-6-1403(a)(2) and is the following: (A) A licensed managing general agent, as defined under § 56-6-502 ; (B) A licensed insurance producer, including a limited lines producer; or (C) A travel administrator; and
(A) A licensed managing general agent, as defined under § 56-6-502 ;
(B) A licensed insurance producer, including a limited lines producer; or
(C) A travel administrator; and
(10) "Travel retailer" means a business entity that makes, arranges, or offers travel services and may offer and disseminate travel insurance as a service to its customers on behalf of and under the direction of a travel insurance supervising entity.
Amended by 2022 Tenn. Acts, ch. 703, s 2, eff. 7/1/2022.
Amended by 2022 Tenn. Acts, ch. 703, s 1, eff. 7/1/2022.
Added by 2015 Tenn. Acts, ch. 460, s 3, eff. 1/1/2016.