justicedao/ipfs_state_laws huggingface dataset:
410-141-5225 REPORTING AND APPROVAL OF CERTAIN TRANSACTIONS: Extraordinary Dividends and Other Distributions (1) Requests for approval of extraordinary dividends or any other extraordinary distribution to shareholders shall include the following: (a) The amount of the proposed dividend; (b) The date established for payment of the dividend; (c) A statement as to whether the dividend is to be in cash or other property and, if in property, a description thereof, its cost, and its fair market value together with an explanation of the basis for valuation; (d) A copy of the calculations determining that the proposed dividend is extraordinary. The work paper must include the following information: (A) The amounts, dates and form of payment of all dividends or distributions, including regular dividends but excluding distributions of the CCO’s own securities, paid within the period of twelve (12) consecutive months ending on the date fixed for payment of the proposed dividend for which approval is sought and commencing on the day after the same day of the same month in the last preceding year; (B) Total capital and surplus as of the 31st day of December immediately preceding; (C) Net income for the 12-month period ending the 31st day of December immediately preceding and the two preceding 12-months periods; and (D) Dividends paid to stockholders excluding distributions of the CCO’s own securities in the preceding two calendar years. (e) A balance sheet and statement of income for the period intervening from the last annual statement filed with the Authority and the end of the month preceding the month in which the request for dividend approval is submitted; and (f) A brief statement as to the effect of the proposed dividend upon the CCO’s capital and surplus and the reasonableness of combined capital and surplus in relation to the CCO’s outstanding liabilities and the adequacy of surplus relative to the CCO’s financial needs. (2) Each registered CCO shall report to the Authority all dividends and other distributions to shareholders within five business days following the declaration thereof, including the same information required by section (1)(d)(A) to (D) of this section. Statutory/Other Authority: ORS 413.042, 414.572, 414.591 & 414.605 Statutes/Other Implemented: ORS 414.570-414.686 & 415.001-415.430 History: DMAP 143-2024, amend filed 12/29/2024, effective 01/01/2025 DMAP 59-2019, adopt filed 12/18/2019, effective 01/01/2020
410-141-5230 REPORTING AND APPROVAL OF CERTAIN TRANSACTIONS: Reports of Material Acquisitions And Dispositions Of Assets, and Changes to Ceded Reinsurance Agreements; Assumption Reinsurance (1) Every CCO shall file a report with the Authority disclosing material acquisitions and dispositions of assets or material nonrenewals, cancellations or revisions of ceded reinsurance agreements unless the subject transaction has been submitted to the Authority for review, approval or information under or pursuant to another provision of applicable law. (2) The report required in subsection (1) is due no later than the 15th day following the end of the calendar month in which any of the reportable transaction occurred. (3) A CCO shall not enter a transaction in which the CCO assumes or transfers obligations or risks on contracts under an Assumption Reinsurance Agreement or any equivalent agreement, unless the Authority first approves the transaction. Statutory/Other Authority: ORS 413.042, 414.572, 414.591 & 414.605 Statutes/Other Implemented: ORS 414.570-414.686 & 415.001-415.430 History: DMAP 143-2024, amend filed 12/29/2024, effective 01/01/2025 DMAP 59-2019, adopt filed 12/18/2019, effective 01/01/2020
410-141-5235 REPORTING AND APPROVAL OF CERTAIN TRANSACTIONS: Reports of Material Materiality and Reporting Standards for Asset Acquisitions and Dispositions (1) No acquisitions or dispositions of assets need be reported pursuant to OAR 410-141-5230 if the acquisition or disposition is not material. For purposes of OAR 410-141-5230, a material acquisition (or the aggregate of any series of related acquisitions during any 30-day period) or disposition (or the aggregate of any series of related dispositions during any 30-day period) is one that is non-recurring and not in the ordinary course of business and involves more than five percent of the reporting CCO's total allowed assets as reported in its most recent statutory statement filed with the Authority. (2) OAR 410-141-5230 applies to the following asset acquisitions and asset dispositions: (a) Asset acquisitions include every purchase, lease, exchange, merger, consolidation, succession or other acquisition by or for the reporting CCO. (b) Asset dispositions include every sale, lease, exchange, merger, consolidation, mortgage, hypothecation, assignment (whether for the benefit of creditors or otherwise), abandonment, destruction or other disposition. (3) The following information is required to be disclosed in any report of a material acquisition or disposition of assets: (a) Date of the transaction. (b) Manner of acquisition or disposition. (c) Description of the assets involved. (d) Nature and amount of the consideration given or received. (e) Purpose of, or reason for, the transaction. (f) Manner by which the amount of consideration was determined. (g) Gain or loss recognized or realized as a result of the transaction. (h) Name or names of the person or persons from whom the assets were acquired or to whom they were disposed. Statutory/Other Authority: ORS 413.042, 414.572, 414.591 & 414.605 Statutes/Other Implemented: ORS 414.570-414.686 & 415.001-415.430 History: DMAP 143-2024, amend filed 12/29/2024, effective 01/01/2025 DMAP 59-2019, adopt filed 12/18/2019, effective 01/01/2020
410-141-5240 REPORTING AND APPROVAL OF CERTAIN TRANSACTIONS: Materiality and Reporting Standards for Changes in Ceded Reinsurance Agreements (1) No nonrenewals, cancellations or revisions of ceded reinsurance agreements need be reported pursuant to OAR 410-141-5230 if the nonrenewals, cancellations or revisions are not material. A material nonrenewal, cancellation or revision is one that affects: (a) More than fifty percent of the CCO's total ceded capitated revenue; (b) More than fifty percent of the CCO's total ceded indemnity and loss adjustment reserves; or (c) More than fifty percent of the total reserve credit taken for business ceded, on an annualized basis, as indicated in the CCO's most recent annual statement. (2) Either of the following events shall constitute a material revision that must be reported: (a) An authorized reinsurer representing more than ten percent of a total cession is replaced by one or more unauthorized reinsurers. (b) Previously established collateral requirements have been reduced or waived as respects one or more unauthorized reinsurers representing collectively more than ten percent of a total cession. (3) No filing shall be required if the CCO's total ceded capitated revenue represents, on an annualized basis, less than ten percent of its total written capitated revenue for direct and assumed business. (4) The following information is required to be disclosed in any report of a material nonrenewal, cancellation or revision of a ceded reinsurance agreement: (a) Effective date of the nonrenewal, cancellation or revision; (b) The description of the transaction with an identification of the initiator thereof; (c) Purpose of, or reason for, the transaction; and (d) If applicable, the identity of the replacement reinsurers. Statutory/Other Authority: ORS 413.042, 414.572, 414.591 & 414.605 Statutes/Other Implemented: ORS 414.570-414.686 & 415.001-415.430 History: DMAP 143-2024, amend filed 12/29/2024, effective 01/01/2025 DMAP 59-2019, adopt filed 12/18/2019, effective 01/01/2020
410-141-5245 EXAMINATIONS: CCO Production of Books and Records (1) The Authority may require a CCO to produce books, records, accounts, papers, documents and computer and other recordings in the possession, custody or control of the CCO or the CCO’s affiliates that the Authority determines are needed for the Authority to investigate or examine the CCO’s financial condition or to investigate, examine or determine the CCO’s compliance with applicable Law, with the CCO Contract, and other agreements with the Authority. (2) No person shall file or cause to be filed with the Authority any article, certificate, report, statement, application or any other information required or permitted to be so filed under Applicable Law or the CCO Contract and known to such person to be false or misleading in any material respect. (3) If a CCO, without good cause, fails to comply with its obligations under subsections (1) or (2), the Authority may impose a civil penalty on the CCO pursuant to OAR 410-141-5380 and/or may suspend or revoke the CCO Contract, and other agreements with the Authority. Statutory/Other Authority: ORS 413.042, 414.572, 414.591, 414.605 & ORS 415.101-415.430 Statutes/Other Implemented: ORS 414.570-414.686 History: DMAP 143-2024, amend filed 12/29/2024, effective 01/01/2025 DMAP 59-2019, adopt filed 12/18/2019, effective 01/01/2020
410-141-5275 CCO ACQUISITIONS AND MERGERS: Hearing, Request, Notice (1) Contested case hearings shall be conducted pursuant to ORS 183.411 through ORS 183.497 and the Attorney General's Uniform and Model Rules of Procedure for the Office of Administrative Hearings, OAR 137-003-0501 through OAR 137-003-0700, and the provisions of this rule. (2) A party to a CCO Form A application that wishes to contest a Notice of Proposed Final Order issued by the Authority that fully resolves the Form A application must request a hearing within fifteen (15) calendar days from the date of service of the final order and a notice of right to a hearing. (3) A contested case hearing must be held within thirty (30) business days after the date the written request for a hearing was filed. (4) In addition to any other notice required under ORS Chapter 183, at least twenty (20) business days before the hearing, the Director shall notify the parties to the CCO Form A application that requested a hearing of the hearing. (5) The issues to be considered in a contested case conducted pursuant to this rule shall be limited in scope to the facts and conclusions contained in the final order or determination. (6) In a contested case conducted pursuant to this rule, an administrative law judge assigned by the Office of Administrative Hearings shall serve a proposed order on all parties and the Authority, unless prior to the hearing the Authority notifies the administrative law judge that a final order may be served, within thirty (30) calendar days of the close of the evidentiary record in the contested case. (7) The Authority shall issue a final order within thirty (30) days of receipt of the proposed order, which may adopt some or all of the proposed order, as the Authority shall determine in its sole discretion. The final order is effective immediately upon being signed or as otherwise provided in the order. (8) The time limits established in rule may be waived or shortened by agreement among the parties and the Authority. (9) All contested case hearing decisions are subject to judicial review under ORS 183.482 in the Court of Appeals. Statutory/Other Authority: ORS 413.042, 414.572, 414.591 & 414.605 Statutes/Other Implemented: ORS 414.570-414.686 & 415.001-415.430 History: DMAP 143-2024, amend filed 12/29/2024, effective 01/01/2025 DMAP 60-2019, adopt filed 12/18/2019, effective 01/01/2020
410-141-5278 CCO ACQUISITIONS AND MERGERS: Confidentiality (1) The Authority shall maintain all information and materials filed by an applicant in connection with a material change transaction under review by the Health Care Market Oversight Program pursuant to the confidentiality requirements of ORS 415.501(13) and OAR 409-070-0070. (2) Confidential materials filed by an applicant in connection with a transaction that is subject to review by each of the Authority and the Department shall be maintained as confidential materials in accordance with ORS 705.137. Statutory/Other Authority: ORS 415.501 Statutes/Other Implemented: ORS 414.570-414.686 & 415.001-415.430 History: DMAP 143-2024, adopt filed 12/29/2024, effective 01/01/2025
410-141-5283 CCO ACQUISITIONS AND MERGERS: Compliance with Conditions (1) Following approval of a Form A, the Authority may verify compliance with any conditions that the Authority included in its approval of the transaction and issue such additional orders, following notice and opportunity for hearing, as may be necessary to enforce compliance with the terms and conditions of the approval of the transaction; provided however, that the Authority may not impose new conditions that are unrelated to, or not reasonably required to enforce compliance with, those conditions, if any, that were included in the Authority's approval of the transaction. (2) No person shall file or cause to be filed with the Authority or the Department any notice, article, certificate, report, statement, application or any other information required or permitted to be so filed and known to such person to be false or misleading in any material respect. Statutory/Other Authority: ORS 413.042, 414.572, 414.591 & 414.605 Statutes/Other Implemented: ORS 414.570-414.686 & 415.001-415.430 History: DMAP 143-2024, adopt filed 12/29/2024, effective 01/01/2025
410-141-5290 CCO HOLDING COMPANY REGULATION: Members of Holding Company Systems; Registration Requirements (1) Every CCO that is a member of a CCO holding company system shall register with the Authority as provided in this section. (2) A CCO that is subject to registration under this section shall register not later than 15 days after the date the CCO becomes subject to registration, and annually thereafter on or before April 30 for the previous calendar year, unless the Authority for good cause shown extends the time for registration, and then within such extended time. (3) The Authority may require or allow two or more affiliated CCOs subject to registration requirements under this section to file a consolidated registration statement. (4) The registration requirements of OAR 410-141-5290 to OAR 410-141-5355 do not apply to any CCO, information or transaction the Authority exempts by rule or order. Statutory/Other Authority: ORS 413.042, 414.572, 414.591 & 414.605 Statutes/Other Implemented: ORS 414.570-414.686 & 415.001-415.430 History: DMAP 143-2024, amend filed 12/29/2024, effective 01/01/2025 DMAP 60-2019, adopt filed 12/18/2019, effective 01/01/2020
410-141-5295 CCO HOLDING COMPANY REGULATION: Form and Contents of Registration Statement (1) Every CCO that is subject to the registration requirements of OAR 410-141-5290 shall file with the Authority a completed Form B. (2) Form B, must list, describe, summarize or include, as appropriate: (a) The capital structure, general financial condition, ownership and management of the CCO and any person that controls the CCO; (b) The identity and relationship of every member of the CCO holding company system; (c) The following agreements in force and transactions currently outstanding or that have occurred during the last calendar year between the CCO and the CCO’s affiliates: (A) Loans, other investments, or purchases, sales or exchanges of securities of the affiliates by the CCO or of the CCO by the CCO’s affiliates; (B) Purchases, sales or exchanges of assets; (C) Transactions not in the ordinary course of business; (D) Guarantees or undertakings for the benefit of an affiliate that result in an actual contingent exposure of the CCO’s assets to liability; (E) All management agreements, service contracts and all cost-sharing arrangements; (F) Reinsurance agreements; (G) Dividends and other distributions to shareholders; (H) Consolidated tax allocation agreements; and (I) Any pledge of the CCO’s stock, including stock of any subsidiary or controlling affiliate, for a loan made to any member of the CCO holding company system. (d) Financial statements of or within a CCO holding company system, including financial statements of affiliates, if the Authority requests the financial statements: (A) Financial statements that are subject to this paragraph include, but are not limited to, annual audited financial statements that the CCO or the CCO holding company system files with the United States Securities and Exchange Commission under Securities Act of 1933, 15 U.S.C.A. §77a et seq., or the Securities Exchange Act of 1934, 15 U.S.C.A. § 78a et seq; (B) A CCO that must file financial statements under this paragraph may satisfy the requirement by providing the Authority with the parent corporation financial statements that have been filed most recently with the United States Securities and Exchange Commission. (e) Other matters concerning transactions between registered CCOs and any affiliates as may be included from time to time in any registration forms prescribed by the Authority; (f) Affidavits that state that: (A) The CCO’s Board is responsible for and oversees corporate governance and internal controls; and (B) The CCO’s officers or senior management have approved and implemented, and continue to maintain and monitor, corporate governance and internal control procedures. (g) Each Form B must have a summary that outlines all items in the current Form B or Authority approved NAIC prescribed registration statement that have changed from the previously filed Form B or registration statement. Statutory/Other Authority: ORS 413.042, 414.572, 414.591 & 414.605 Statutes/Other Implemented: ORS 414.570-414.686 & 415.001-415.430 History: DMAP 143-2024, amend filed 12/29/2024, effective 01/01/2025 DMAP 60-2019, adopt filed 12/18/2019, effective 01/01/2020
410-141-5300 CCO HOLDING COMPANY REGULATION: Registration Statement Filing (1) A CCO required to file an annual registration statement pursuant to OAR 410-141-5290 shall: (a) Furnish the required information on Form B. Form B is set forth on the website of the Authority at https://www.oregon.gov/oha/HSD/OHP/Pages/CCO-Contract-Forms.aspx. (b) Include a statement that the CCO’s Board oversees corporate governance and internal controls. (2) The Authority may allow a CCO that is part of a CCO holding company system to register on behalf of an affiliated CCO that is required to register under OAR 410-141-5290 and to file all information and material required to be filed under the registration requirements of OAR 410-141-5285 to OAR 410-141-5355. (3) A CCO required to file an annual registration statement pursuant to OAR 410-141-5290 is also required to furnish information required on Form C. Form C is set forth on the website of the Authority at https://www.oregon.gov/oha/HSD/OHP/Pages/CCO-Contract-Forms.aspx. (4) The Authority may allow an authorized CCO that is part of a CCO holding company system to register on behalf of an affiliated CCO that is required to register under OAR 410-141-5290 and to file all information and material required to be filed under the registration requirements of OAR 410-141-5290 to OAR 410-141-5355. Statutory/Other Authority: ORS 413.042, 414.572, 414.605 & 414.591 Statutes/Other Implemented: ORS 414.570-414.686 & 415.001-415.430 History: DMAP 143-2024, amend filed 12/29/2024, effective 01/01/2025 DMAP 60-2019, adopt filed 12/18/2019, effective 01/01/2020
410-141-5305 CCO HOLDING COMPANY REGULATION: Information Required to Be Disclosed (1) Unless the Authority by rule or order provides otherwise, sales, purchases, exchanges, loans or extensions of credit, investments or guarantees involving one-half of one percent or less of a CCO’s admitted assets as of the December 31 immediately preceding the date of the registration statement or amendment shall not be deemed material for purposes of registration under OAR 410-141-5290 to OAR 410-141-5380. (2) Information that is not deemed material under subsection (1) for the purposes of registration under OAR 410-141-5285 to OAR 410-141-5380 need not be disclosed on the registration statement filed pursuant to OAR 410-141-5355. (3) Any person within a CCO holding company system subject to registration shall provide complete and accurate information to a CCO when such information is necessary to enable the CCO to comply with the registration requirements of OAR 410-141-5285 to OAR 410-141-5355. Statutory/Other Authority: ORS 413.042, 414.572, 414.591 & 414.605 Statutes/Other Implemented: ORS 414.570-414.686 & 415.001-415.430 History: DMAP 143-2024, amend filed 12/29/2024, effective 01/01/2025 DMAP 60-2019, adopt filed 12/18/2019, effective 01/01/2020
410-141-5310 CCO HOLDING COMPANY REGULATION: Presumption of Control; Rebuttal (1) The Authority shall presume that a person controls another person if the person, directly or indirectly, owns, controls, holds with the power to vote, or holds proxies representing, 10 percent or more of the voting securities of the other person. (2) A person may rebut this presumption by filing a disclaimer of affiliation in the manner provided under OAR 410-141-5315. (3) The Authority may determine that control exists in fact, notwithstanding the absence of a presumption that control exists in fact. Statutory/Other Authority: ORS 413.042, 414.572, 414.591 & 414.605 Statutes/Other Implemented: ORS 414.570-414.686 & 415.001-415.430 History: DMAP 143-2024, amend filed 12/29/2024, effective 01/01/2025 DMAP 60-2019, adopt filed 12/18/2019, effective 01/01/2020
410-141-5315 CCO HOLDING COMPANY REGULATION: Disclaimer of Affiliation (1) Any person, CCO or member of a CCO holding company system may file with the Authority a disclaimer of affiliation with any authorized CCO. The disclaimer must contain the following information: (a) The number of authorized, issued and outstanding voting securities of the subject; (b) With respect to the person whose control is denied and all affiliates of such person, the number and percentage of shares of the subject’s voting securities which are held of record or known to be beneficially owned, and the number of shares concerning which there is a right to acquire, directly or indirectly. (2) All material relationships and bases for affiliation between the subject and the person whose control is denied and all affiliates of such person. (3) A disclaimer that the person, CCO or member of the CCO holding company system files under this section is effective unless within 30 days after the Authority receives a complete disclaimer the Authority notifies the person, the CCO or the member of the CCO holding company system that Authority has disallowed the disclaimer, unless tolled by agreement between the Authority and the disclaiming party. (4) The Authority shall hold a contested case hearing upon written request for a hearing by the person, CCO or member of a CCO holding company system that filed the disclaimer. Such request must be filed within 15 business days from the date the Authority provides written notice it has disallowed the disclaimer. The provisions of ORS Chapter 183 govern the hearing procedures and any judicial review of a final order issued in a contested case hearing. Statutory/Other Authority: ORS 413.042, 414.572, 414.591 & 414.605 Statutes/Other Implemented: ORS 414.570-414.686 & 415.001-415.430 History: DMAP 143-2024, amend filed 12/29/2024, effective 01/01/2025 DMAP 60-2019, adopt filed 12/18/2019, effective 01/01/2020
410-141-5318 CCO Holding Company Regulation: Group Capital Calculation An insurance holding company system subject to the group capital calculation defined in Chapter 836 that includes a CCO, must include their CCO in their group capital calculation. Statutory/Other Authority: ORS 413.042, 414.572, 414.591 & 414.605 Statutes/Other Implemented: ORS 414.570-414.686 & 415.001-415.430 History: DMAP 94-2025, adopt filed 12/22/2025, effective 01/01/2026