216 
(f) EFFECT OF CONVERSION ON CONVERTED STOCK 
INSURERS.— 
(1) IN GENERAL.—On the effective date of the 
plan of conversion— 
(A) the mutual insurer shall become a na-
tional insurer in stock form; 
(B) all membership interests and rights in 
surplus shall be extinguished; and 
(C) persons eligible to receive consideration 
under the plan of conversion shall be entitled to 
receive the consideration specified in the plan in 
exchange for membership interests and liquida-
tion of rights in surplus. 
(2) NO EFFECT ON EXISTING RIGHTS AND LI-
ABILITIES.—The converted stock insurer is a con-
tinuation of the original mutual insurer, and the 
conversion shall not annul, modify, or change any of 
the original mutual insurer’s existing suits, rights, 
contracts, or liabilities, except as provided in the 
plan of conversion. 
(3) RIGHTS
AFTER
CONVERSION.—After con-
version, the converted stock insurer shall— 
(A) exercise all the rights and powers and 
perform all the duties conferred or imposed by 
law upon insurers writing the classes of insur-
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217 
ance written by the converted stock insurer; 
and 
(B) retain the rights and contracts existing 
prior to conversion, subject to the effect of the 
plan. 
(g) LIMITATIONS ON ACQUIRING CONVERTED STOCK 
INSURER.— 
(1) IN GENERAL.—During the 5-year period be-
ginning on the effective date of the plan of conver-
sion, no person or group of persons acting in concert 
shall directly or indirectly offer to acquire, or ac-
quire in any manner, the beneficial ownership of 5 
percent or more of any class of voting securities of 
a converted insurer or of a person that controls the 
converted insurer, without the prior consent of the 
Commissioner. 
(2) EFFECT OF VIOLATION.—Upon the viola-
tion of paragraph (1), or any action that, if con-
summated, would constitute such a violation, all vot-
ing securities of the converted insurer or of the per-
son acquired by any person in excess of the max-
imum amount permitted to be acquired by the per-
son under paragraph (1) shall be deemed to be non-
voting securities of the converted stock insurer or of 
that person. 
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218 
(3) ENFORCEMENT.— 
(A) COMMENCEMENT.—A violation or ac-
tion described in paragraph (1) may be en-
forced or enjoined by appropriate proceeding 
commenced by the converted stock insurer or 
the Commissioner in— 
(i) the United States district court for 
the judicial district in which the main of-
fice of the converted stock insurer is lo-
cated; 
(ii) the United States District Court 
for the District of Columbia; or 
(iii) any other court having jurisdic-
tion. 
(B) ORDER.—The court may issue any 
order it finds necessary to cure the violation or 
to prevent the proposed action. 
(h) TIME LIMITS FOR PLAN ACTIONS.— 
(1) IN GENERAL.—Notwithstanding any other 
provision of law, actions concerning any plan of con-
version or proposed plan of conversion under this 
section or any acts taken or proposed to be taken 
under this section shall be commenced not later than 
30 days after the date on which the plan of conver-
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219 
sion is approved by the Commissioner under sub-
section (c). 
(2) PLAN WITHDRAWN.—If the plan of conver-
sion is withdrawn, the actions shall be commenced 
not later than 30 days after the date on which the 
board of directors approves a resolution to withdraw 
the plan. 
(i) EFFECT ON STATE LAW.—No State may, by stat-
ute, regulation, order, interpretation, or otherwise, prevent 
or interfere with a conversion under this section or impede 
the activities of, take any action against, or apply any pro-
vision of law or regulation to, any such mutual insurer 
because that mutual insurer plans to convert, or has con-
verted, to a national insurer in stock form under this sec-
tion. 
(j) NO DELEGATION PERMITTED.—The Commis-
sioner may not delegate to any insurance self-regulatory 
organization any authority under this section with respect 
to the conversion of a mutual insurer. 
Subtitle F—State Taxation 
SEC. 1251. STATE TAXATION OF NATIONAL INSURERS. 
(a) STATE TAXATION RULE.—Except as provided in 
subsection (b) and section 1610, a national insurer doing 
business in any State shall be subject to all applicable 
State and local taxes, assessments, and charges including 
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