justicedao/ipfs_state_laws huggingface dataset:
836-024-0175 Exemption of long Term Profits Incident to Sales Within Six Months of the Exercise of an Option (1) As provided in section (2) of this rule, the Director exempts as not comprehended within the purposes of ORS 732.435 any transaction or transactions involving the purchase and sale, or sale and purchase, of any equity security in which the purchase is made pursuant to the exercise of an option or similar right that was: (a) Acquired more than six months before its exercise; or (b) Acquired pursuant to the terms of an employment contract entered into more than six months before its exercise. (2) Regarding any transaction described in section (1) of this rule, the profits inuring to the insurer may not exceed the difference between the proceeds of sale and the lowest market price of any security of the same class within six months before or after the date of sale. Nothing in this rule may be considered to enlarge the amount of profit that would inure to the insurer in the absence of this rule. (3) The Director exempts as not comprehended within the purposes of ORS 732.435 the disposition of a security purchased in a transaction specified in section (1) of this rule pursuant to a plan or agreement described in this section when the terms of the plan or agreement are binding upon all stockholders of the insurer, except to the extent that dissenting stockholders may be entitled, under statutory provisions or provisions contained in the certificate of incorporation, to receive the appraised or fair value of their holdings. This section applies to a plan or agreement: (a) For merger or consolidation or reclassification of the insurer’s securities; or (b) For the exchange of the insurer’s securities for the securities of another person that has acquired its assets, or that is in control, as defined in section 368(c) of the Internal Revenue Code of 1954, of a person that has acquired its assets. (4) The exemptions under this rule do not apply to any transaction made unlawful by ORS 732.440 or rules adopted under that statute. (5) The person claiming an exemption under this section bears the burden of establishing market price of the security. Statutory/Other Authority: ORS 731.244, 732.420, 732.430, 732.435, 732.445, 732.450 & 732.455 Statutes/Other Implemented: ORS 732.420 - 732.455 History: ID 16-2006, f. & cert. ef. 8-7-06
836-024-0180 Exemption from ORS 732.435 of Certain Acquisitions and Dispositions of Securities Pursuant to Merger or Consolidation (1) The Director exempts as not comprehended within the purposes of ORS 732.435 the following transactions: (a) The acquisition of a security of an insurer pursuant to a merger or consolidation in exchange for a security of a company that, prior to the merger or consolidation: (A) Owned 85 percent or more of the equity securities of all other companies involved in the merger or consolidation except, in the case of consolidation, the resulting company; or (B) Held more than 85 percent of the combined assets of the companies undergoing merger or consolidation, computed according to their book values prior to the merger or consolidation as determined by reference to their most available financial statements for a 12-month period prior to the merger or consolidation. (b) The disposition of a security of an insurer, pursuant to a merger or consolidation of an insurer that, prior to the merger or consolidation: (A) Owned 85 percent or more of the equity securities of all other companies involved in the merger or consolidation except, in the case of consolidation, the resulting company; or (B) Held over 85 percent of the combined assets of all the companies undergoing merger or consolidation, computed according to their book values prior to merger or consolidation as determined by reference to their most recent available financial statements for a 12-month period prior to the merger or consolidation. (2) A merger for the purpose of this rule includes the sale or purchase of substantially all the assets of one insurer by another in exchange for stock that is then distributed to the security holders of the insurer that sold its assets. (3) Notwithstanding sections (1) and (2) of this rule, except for a purchase or sale exempted by this rule, the exemption under this rule is unavailable to a officer, director or stockholder to the extent of the purchase and sale if the officer, director or stockholder purchases a security in a company involved in the merger or consolidation or sells a security in another company involved in the merger or consolidation within a period of less than six months during which the merger or consolidation took place. Statutory/Other Authority: ORS 731.244, 732.420, 732.430, 732.435, 732.445, 732.450 & 732.455 Statutes/Other Implemented: ORS 732.420 - 732.455 History: ID 16-2006, f. & cert. ef. 8-7-06
836-024-0185 Exemption from ORS 732.435 of Transactions Involving the Deposit or Withdrawal of Equity Securities Under a Voting Trust or Deposit Agreement (1) If substantially all of the assets held under a voting trust or deposit agreement immediately after the deposit of a security under the voting trust or deposit agreement or immediately prior to the withdrawal of a security under the voting trust or deposit agreement consisted of equity securities of the same class as the security deposited or withdrawn, the following transactions are exempt from ORS 732.435: (a) The acquisition or disposition of an equity security involved in the deposit of the security under the voting trust or deposit agreement, and the acquisition or disposition of the certificate representing the equity security; and (b) The acquisition or disposition of an equity security involved in the withdrawal of an equity security from the voting trust or deposit agreement, and the acquisition or disposition of the certificate representing the equity security. (2) Unless a purchase or sale of an equity security described in this section is included in a transaction involved in a deposit or withdrawal that is exempt either under section (1) of this rule or under another provision of OAR 836-024-0100 to 836-024-0220 that implements ORS 732.435, the exemption in section (1) of this rule does not apply to the extent that the purchase or sale has occurred within a period of less than six months before or after a transaction described in section (1) of this rule, including the date of the transaction itself. This section applies to the following: (a) A purchase of an equity security of the class deposited and a sale of any certificate representing an equity security of such class; or (b) A sale of an equity security of the class deposited and a purchase of any certificate representing an equity security of the class. Statutory/Other Authority: ORS 731.244, 732.420, 732.430, 732.435, 732.445, 732.450 & 732.455 Statutes/Other Implemented: ORS 732.420 - 732.455 History: ID 16-2006, f. & cert. ef. 8-7-06
836-024-0190 Exemption from ORS 732.435 of Certain Transactions Involving the Conversion of Equity Securities (1) An acquisition or disposition of an equity security involved in the conversion of an equity security is exempt from ORS 732.435 if the converted equity security, either immediately or after a stated period of time, is convertible by its terms or pursuant to the terms of the insurer’s articles of incorporation or other governing instrument into another equity security of the same insurer. (2) Unless an acquisition or disposition described in section (1) of this rule is included in a transaction involved in the conversion or in a transaction exempted by any other provision of OAR 836-024-0100 to 836-024-0220 that implements ORS 732.435, the exemption established in subsection (1) of this rule does not apply if either of the following has occurred within a period of less than six months before or after the conversion, including the date of the conversion. This section applies to the following: (a) A purchase of any equity security of the class convertible, including any acquisition of or change in a conversion privilege and a sale of any equity security of the class issuable upon conversion; or (b) A sale of any equity security of the class convertible and any purchase of any equity security issuable upon conversion. (3) For the purpose of this rule: (a) An equity security is not considered to be acquired or disposed of upon conversion of an equity security if the terms of the converted equity security require the payment or entail the receipt of cash or other property in connection with the conversion, other than equity securities involved in the conversion, equal in value at the time of conversion to more than 15 percent of the value of the equity security issued upon conversion. (b) An equity security is considered to be convertible if it is convertible at the option of the holder or of some other person or by operation of the terms of the security or the governing instruments. Statutory/Other Authority: ORS 731.244, 732.420, 732.430, 732.435, 732.445, 732.450 & 732.455 Statutes/Other Implemented: ORS 732.420 - 732.455 History: ID 16-2006, f. & cert. ef. 8-7-06
836-024-0200 Exemption from ORS 732.435 of Certain Transactions Involving the Sale of Subscription Rights (1) Any sale of a subscription right to acquire any subject security of the same insurer is exempt from ORS 732.435, as provided in this rule, as not comprehended within the purpose of that statute, if: (a) The subscription right is acquired, directly or indirectly, from the insurer without the payment of consideration; (b) The subscription right by its terms expires within 45 days after issuance of the subscription; (c) The subscription right by its terms is issued on a pro rata basis to all holders of the beneficiary security of the insurer; and (d) A registration statement under the securities Act of 1933 is in effect as to each subject security, or the applicable terms of any exemption from registration have been met with respect to each subject security. (2) As used in this rule: (a) ”Beneficiary security” means a security registered pursuant to section 12 of the federal Securities Exchange Act, to the holders of which a subscription right is granted. (b) “Subject security” means a security that is the subject of a subscription right. (c) “Subscription right” means any warrant or certificate evidencing a right to subscribe to or otherwise acquire an equity security. (3) If a person purchases subscription rights for cash or other consideration, then a sale by the person of subscription rights otherwise exempted by this rule is not exempted to the extent of the purchases within the six-month period preceding or following the sale. Statutory/Other Authority: ORS 731.244, 732.420, 732.430, 732.435, 732.445, 732.450 & 732.455 Statutes/Other Implemented: ORS 732.420 - 732.455 History: ID 16-2006, f. & cert. ef. 8-7-06
836-024-0205 Exemption of Certain Securities from ORS 732.440 A security is exempt from ORS 732.440 to the extent necessary to render lawful under that statute the broker’s execution of an order for an account in which the broker has no direct or indirect interest. Statutory/Other Authority: ORS 731.244, 732.420, 732.430, 732.435, 732.445, 732.450 & 732.455 Statutes/Other Implemented: ORS 732.420 - 732.455 History: ID 16-2006, f. & cert. ef. 8-7-06
836-024-0210 Exemption from ORS 732.440 of Certain Transactions Effected in Connection with a Distribution A security is exempt from the operation of ORS 732.440 to the extent necessary to render lawful under that section any sale made by or on behalf of a dealer in connection with a distribution of a substantial block of securities, if the following conditions are met: (1) The sale is represented by an over-allotment in which the dealer is participating as a member of an underwriting group, or the dealer or a person acting on the dealer’s behalf intends in good faith to offset the sale with a security to be acquired by or on behalf of the dealer as a participant in an underwriting, selling or soliciting dealer group of which the dealer is a member at the time of the sale, whether or not the security to be so acquired is subject to a prior offering to existing security holders or some other class of persons; and (2) Other persons to whom ORS 732.440 does not apply participate in the distribution of the block of securities on terms at least as favorable as those under which the dealer is participating and to an extent at least equal to the aggregate participation of persons exempted from 732.440 by this rule. The performance of the functions of manager of a distributing group and the receipt of a bona fide payment for performing the functions does not preclude an exemption that would otherwise be available under this rule. Statutory/Other Authority: ORS 731.244, 732.420, 732.430, 732.435, 732.445, 732.450 & 732.455 Statutes/Other Implemented: ORS 732.420 - 732.455 History: ID 16-2006, f. & cert. ef. 8-7-06
836-024-0215 Exemption from ORS 732.440 of Sales of Securities to be Acquired (1) When a person is entitled, as an incident to ownership of an issued security and without the payment of consideration, to receive another security “when issued” or “when distributed,” the security to be acquired is exempt from ORS 732.440 if: (a) The sale is made subject to the same conditions as those attaching to the right of acquisition; (b) The person exercises reasonable diligence to deliver the security to the purchaser promptly after the person’s right of acquisition matures; and (c) The person reports the sale on the appropriate form for reporting transactions by persons subject to ORS 732.430. (2) This rule does not exempt transactions involving both a sale of a security “when issued” or “when distributed” and a sale of the security by virtue of which the seller expects to receive the “when issued” or “when-distributed” security, if the two transactions combined result in a sale of more units than the aggregate of those owned by the seller plus those to be received by the seller pursuant to the right of acquisition. Statutory/Other Authority: ORS 731.244, 732.420, 732.430, 732.435, 732.445, 732.450 & 732.455 Statutes/Other Implemented: ORS 732.420 - 732.455 History: ID 16-2006, f. & cert. ef. 8-7-06
836-024-0220 Arbitrage Transactions under ORS 732.450 A director or officer of an insurer may not effect any foreign or domestic arbitrage transaction in any equity security of the insurer unless the director or officer includes the transaction in the statements required by ORS 732.430 and accounts to the insurer for the profits arising from the transaction as provided by 732.435. ORS 732.440 does not apply to such an arbitrage transaction. ORS 732.420 to 743.455 do not apply to any bona fide foreign or domestic arbitrage transaction insofar as it is effected by any person other than a director or officer of the insurer. Statutory/Other Authority: ORS 731.244, 732.420, 732.430, 732.435, 732.445, 732.450 & 732.455 Statutes/Other Implemented: ORS 732.420 - 732.455 History: ID 16-2006, f. & cert. ef. 8-7-06
836-027-0001 Statutory Authority and Purpose of OAR 836-027-0005 to 836-027-0180 OAR 836-027-0005 to 836-027-0180 are adopted pursuant to authority in ORS 732.572. They are adopted to carry out 732.517 to 732.592. The information required by OAR 836-027-0005 to 836-027-0180 is declared to be necessary and appropriate in the public interest and for the protection of the policyholders in this state. Statutory/Other Authority: ORS 732.572 Statutes/Other Implemented: ORS 732.517 - 732.592 History: ID 15-1996, f. & cert. ef. 11-12-96 ID 8-1993, f. & cert. ef. 9-23-93 IC 68, f. & ef. 6-22-76
836-027-0005 Definitions (1) Unless the context otherwise requires, as used in OAR 836-027-0005 to 836-027-0180: (a) "Executive officer" means chief executive officer, chief operating officer, chief financial officer, treasurer, secretary, controller and any other individual performing functions corresponding to those performed by the foregoing officers under whatever title. (b) "Foreign insurer" includes an alien insurer except where specifically noted otherwise. (c) "Form A" means the form prescribed by OAR 836-027-0100. (d) "Form B" means the form prescribed by OAR 836-027-0010. (e) "Form C" means the form prescribed by OAR 836-027-0012. (f) "Form D" means the form prescribed by OAR 836-027-0160. (g) "Form E" means the form prescribed by OAR 836-027-0125. (h) "Form F" means the form prescribed by OAR 836-027-0140. (i) “Group capital calculation” means a calculation made in accordance with instructions that the National Association of Insurance Commissioners publishes for the purpose of specifying the method of calculation. The director shall prescribe, on a periodic basis, the instructions published by the National Association of Insurance Commissioners. The director’s decision to prescribe the instructions for the method of calculation shall be posted on the department’s Division of Financial Regulation website at dfr.oregon.gov. (j) "Ultimate controlling person" means the person who is not controlled by any other person. (2) Unless the context requires otherwise, other terms used in OAR 836-027-0005 to 836-027-0180 are used as defined in ORS 732.548. (3) As required by Oregon Laws 2025, chapter 174, section 1, the “NAIC liquidity stress test framework” means a method for testing an insurer’s liquidity that the National Association of Insurance Commissioners describes in a publication by the association that includes instructions and reporting templates and that identifies scope criteria that apply to a specific data year. The director shall prescribe, on a periodic basis, the method as described in a publication by the National Association of Insurance Commissioners. The director’s decision to prescribe the method shall be posted on the department’s Division of Financial Regulation website at dfr.oregon.gov. [ED. NOTE: Exhibits referenced are available from the agency.] Statutory/Other Authority: ORS 732.572 Statutes/Other Implemented: ORS 732.517 - 732.592 History: ID 12-2025, amend filed 11/20/2025, effective 01/01/2026 ID 3-2016, f. & cert. ef. 3-3-16 ID 1-2014, f. & cert. ef. 1-8-14 ID 7-2013, f. 12-26-13, cert. ef. 1-1-14 ID 15-1996, f. & cert. ef. 11-12-96 ID 8-1993, f. & cert. ef. 9-23-93 IC 68, f. & ef. 6-22-76
836-027-0010 Registration of Insurers — Statement Filing (1) An insurer required to file an annual registration statement pursuant to ORS 732.517 to 732.592 shall: (a) Furnish the required information on Form B. Form B is set forth on the website of the Department of Consumer and Business Services at dfr.oregon.gov; and (b) Include a statement that the insurer’s board of directors oversees corporate governance and internal controls. (2) An amendment to Form B: (a) Shall be filed within fifteen (15) days after the end of any month in which there is a material change to the information provided in the annual registration statement; and (b) Shall be filed in the Form B format with only those items which are being amended reported. Statutory/Other Authority: ORS 732.572 Statutes/Other Implemented: ORS 732.517 - 732.592 History: ID 9-2020, amend filed 12/17/2020, effective 01/01/2021 ID 3-2016, f. & cert. ef. 3-3-16 Reverted to ID 1-2014, f. & cert. ef. 1-8-14 ID 6-2015(Temp), f. & cert. ef. 9-2-15 thru 2-26-16 ID 1-2014, f. & cert. ef. 1-8-14 ID 7-2013, f. 12-26-13, cert. ef. 1-1-14 ID 15-1996, f. & cert. ef. 11-12-96 ID 13-1993, f. & cert. ef. 12-1-93 ID 8-1993, f. & cert. ef. 9-23-93 IC 68, f. & ef. 6-22-76
836-027-0012 Summary of Registration — Statement Filing. An insurer required to file an annual registration statement pursuant to ORS 732.517 to 732.592 is also required to furnish information required on Form C. Form C is set forth on the website of the Department of Consumer and Business Services at dfr.oregon.gov. An insurer shall file a copy of Form C in each state in which the insurer is authorized to do business, if requested by the Insurance Commissioner of that state. Statutory/Other Authority: ORS 732.572 Statutes/Other Implemented: ORS 732.517 - 732.592 History: ID 7-2023, minor correction filed 05/19/2023, effective 05/19/2023 ID 3-2016, f. & cert. ef. 3-3-16 Reverted to ID 15-1996, f. & cert. ef. 11-12-96 ID 6-2015(Temp), f. & cert. ef. 9-2-15 thru 2-26-16 ID 15-1996, f. & cert. ef. 11-12-96 ID 8-1993, f. & cert. ef. 9-23-93
836-027-0020 Alternative and Consolidated Registrations (1) An authorized insurer may file a registration statement, Form B, on behalf of an affiliated insurer or insurers that are required to register under ORS 732.551. A registration statement may include information not required by 732.517 to 732.592 regarding any insurer in the insurance holding company system even if the insurer is not an authorized insurer. In lieu of filing a registration statement on Form B, the authorized insurer may file a copy of the registration statement or similar report that it is required to file in its state of domicile, if: (a) The statement or report contains information substantially similar to that required to be furnished on Form B; and (b) The filing insurer is the principal insurer in the insurance holding company system. (2) The question of whether the filing insurer is the principal insurer in the insurance holding company system is a question of fact, and an insurer filing a registration statement or report in lieu of Form B on behalf of an affiliated insurer shall set forth a brief statement of facts that will substantiate the filing insurer’s claim that it, in fact, is the principal insurer in the insurance holding company system. (3) With the prior approval of the Director, an unauthorized insurer may follow any of the procedures that could be followed by an authorized insurer under section (1) of this rule. (4) An insurer may take advantage of the provisions of ORS 732.562 and 732.564 without obtaining the prior approval of the Director. The Director reserves the right, however, to require individual filings if the Director considers such filings necessary in the interest of clarity, ease of administration or the public good. [ED. NOTE: Forms referenced are available from the agency.] Statutory/Other Authority: ORS 732.705 Statutes/Other Implemented: ORS 732.517 - 732.592 & 732.551 History: ID 15-1996, f. & cert. ef. 11-12-96 ID 8-1993, f. & cert. ef. 9-23-93 IC 68, f. & ef. 6-22-76
836-027-0025 Disclaimers and Termination of Registration (1) A disclaimer of affiliation or a request for termination of registration claiming that a person does not, or will not upon the taking of some proposed action, control another person (referred to as the “subject” in this section) shall contain: (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 that are held of record or known to be beneficially owned, and the number of such shares concerning which there is a right to acquire, directly or indirectly; (c) All material relationships and bases for affiliation between the subject and the person whose control is denied and all affiliates of such person; and (d) A statement explaining why such person should not be considered to control the subject. (2) A request for termination of registration shall be considered granted unless the Director, within ten days after the Director receives the request, notifies the registrant otherwise. Statutory/Other Authority: ORS 731 & 732.705 Statutes/Other Implemented: ORS 732.558 & 732.568 History: ID 8-1993, f. & cert. ef. 9-23-93 IC 68, f. & ef. 6-22-76