OR Rev Stat § 732.626 (2021)
2021 Oregon Revised Statutes|Volume : 18 - Financial Institutions, Insurance|Chapter 732 - Organization and Corporate Procedures of Domestic Insurers; Regulation of Insurers Generally|Section 732.626 - Plan review and approval; general provisions.

(1) The Director of the Department of Consumer and Business Services shall review a plan of conversion, reorganization or restructuring that is submitted to the director. Upon review, the director shall approve or conditionally approve the plan if the director finds all of the following: (a) The applicable provisions of ORS 732.600 to 732.630, and other applicable provisions of law, have been fully met. (b) The plan protects the rights of policyholders. (c) The plan will be fair and equitable to the members, and the plan will not prejudice the interests of the members. (d) The allocation of consideration among the eligible members is fair and equitable. (e) The converted stock insurer will have capital or surplus, or any combination thereof, that is required of a domestic stock insurer on initial authorization to transact like kinds of insurance, and otherwise will be able to satisfy the requirements of this state for transacting its insurance business. (f) The plan will not substantially reduce the security of the policyholders and the service to be rendered to the policyholders. (g) If a stock holding company or mutual holding company is organized, the financial condition of the stock holding company, the mutual holding company or any subsidiary thereof will not jeopardize the financial stability of the converted stock insurer. (h) The financial condition of the converting mutual insurer will not be jeopardized by the conversion or reorganization, and the conversion or reorganization will not jeopardize the financial stability of the stock holding company, the mutual holding company or any subsidiary thereof. (i) The competence, experience and integrity of those persons who will control the operation of the converted stock insurer are not contrary to the interests of policyholders of the converted stock insurer and of the public in allowing the plan to proceed. (j) Implementation of the plan will protect the interests of the insurance-buying public. (k) The activity is not subject to other material and reasonable objections. (L) All modifications required by the director have been made. (2) An approval or conditional approval of a plan by the director expires if the plan is not carried out within one year after the date of the approval or conditional approval, unless the time period is extended by the director for good cause, upon written application for such extension. (3) In connection with an approval or disapproval of a plan, when the plan must include a valuation, the director shall separately review and approve or disapprove the valuation stated in the plan, and shall make a specific finding thereon in the approval or disapproval. (4) The director may retain, at the expense of the converting mutual insurer or restructuring mutual holding company, qualified experts not otherwise a part of the staff of the Department of Consumer and Business Services to assist in reviewing the plan and supplemental documents and valuations, and in making the finding in subsection (3) of this section. (5) The director may hold a hearing for the purposes of receiving comment on whether a plan should be approved and on any other matter relating to the conversion, reorganization or restructuring. The hearing shall be held within 60 days after the director has received a completed filing of the plan and all information required by the director. [1997 c.771 §13]