reglab/housing_qa huggingface dataset:
MS Code § 83-19-83 (2020)
2020 Mississippi Code|Title 83 - Insurance|Chapter 19 - Domestic Companies|General Provisions|§ 83-19-83. Recovery of profit realized from certain purchase or sale of equity security

 For the purpose of preventing the unfair use of information which may have been obtained by such beneficial owner, director, or officer by reason of his relationship to such company, any profit realized by him from any purchase and sale, or any sale and purchase, of any equity security of such company within any period of less than six (6) months, unless such security was acquired in good faith in connection with a debt previously contracted, shall inure to and be recoverable by the company, irrespective of any intention on the part of such beneficial owner, director, or officer in entering into such transaction of holding the security purchased or of not repurchasing the security sold for a period exceeding six (6) months. Suit to recover such profit may be instituted at law or in equity in any court of competent jurisdiction by the company, or by the owner of any security of the company in the name and in behalf of the company, if the company shall fail or refuse to bring such suit within sixty (60) days after request or shall fail diligently to prosecute the same thereafter; but no such suit shall be brought more than two (2) years after the date such profit was realized. This section shall not be construed to cover any transaction where such beneficial owner was not beneficial owner both at the time of the purchase and sale, or the sale and purchase, of the security involved, or any transaction or transactions which the commissioner of insurance by rules and regulations may exempt as not comprehended within the purpose of this section.
MS Code § 83-19-85 (2020)
2020 Mississippi Code|Title 83 - Insurance|Chapter 19 - Domestic Companies|General Provisions|§ 83-19-85. Prohibition of certain sales of equity security

 It shall be unlawful for any such beneficial owner, director, or officer, directly or indirectly, to sell any equity security of such company if the person selling the security or his principal (i) does not own the security sold, or (ii) if owning the security, does not deliver it against such sale within twenty (20) days thereafter, or does not within five (5) days after such sale deposit it in the mails or other usual channels of transportation. No person shall be deemed to have violated this section if he proves that, notwithstanding the exercise of good faith, he was unable to make such delivery or deposit within such time, or that to do so would cause undue inconvenience or expense.
MS Code § 83-19-87 (2020)
2020 Mississippi Code|Title 83 - Insurance|Chapter 19 - Domestic Companies|General Provisions|§ 83-19-87. Certain purchases or sales of equity securities excepted

 The provisions of Section 83-19-83 shall not apply to any purchase and sale, or sale and purchase, and the provisions of Section 83-19-85 shall not apply to any sale, of an equity security of a domestic stock insurance company not then or theretofore held by him in an investment account, by a dealer in the ordinary course of his business and incident to the establishment or maintenance by him of a primary or secondary market (otherwise than on an exchange as defined in the Securities Exchange Act of 1934) for such security. The commissioner of insurance may, by such rules and regulations as he deems necessary or appropriate in the public interest, define and prescribe terms and conditions with respect to securities held in an investment account and transactions made in the ordinary course of business and incident to the establishment or maintenance of a primary or secondary market.
MS Code § 83-19-89 (2020)
2020 Mississippi Code|Title 83 - Insurance|Chapter 19 - Domestic Companies|General Provisions|§ 83-19-89. Certain arbitrage transactions excluded

 The provisions of Sections 83-19-81 through 83-19-85 shall not apply to foreign or domestic arbitrage transactions unless made in contravention of such rules and regulations as the commissioner of insurance may adopt in order to carry out the purposes of Sections 83-19-79 through 83-19-97.
MS Code § 83-19-91 (2020)
2020 Mississippi Code|Title 83 - Insurance|Chapter 19 - Domestic Companies|General Provisions|§ 83-19-91. Solicitation of proxies, consents, or authorizations

 It shall be unlawful for any person, in contravention of such rules and regulations as the commissioner of insurance may prescribe as necessary or appropriate in the public interest or for the protection of investors, to solicit or to permit the use of his name to solicit any proxy or consent or authorization in respect of any equity security of a domestic stock insurance company.
MS Code § 83-19-93 (2020)
2020 Mississippi Code|Title 83 - Insurance|Chapter 19 - Domestic Companies|General Provisions|§ 83-19-93. Transmission of security information

 Unless proxies, consents, or authorizations in respect of an equity security of a domestic stock insurance company are solicited by or on behalf of the management of such company from the holders of record of such security in accordance with the rules and regulations prescribed under Section 83-19-91 prior to any annual or other meeting of the holders of such security, such company shall, in accordance with such rules and regulations as the commissioner of insurance may prescribe as necessary or appropriate in the public interest or for the protection of investors, if required thereby, file with the commissioner of insurance and transmit to all holders of record of such security information substantially equivalent to the information which would be required to be transmitted if a solicitation were made.
MS Code § 83-19-95 (2020)
2020 Mississippi Code|Title 83 - Insurance|Chapter 19 - Domestic Companies|General Provisions|§ 83-19-95. Provisions inapplicable to certain equity securities

 The provisions of Sections 83-19-81, 83-19-83, 83-19-85, 83-19-91, and 83-19-93 shall not apply to equity securities of a domestic stock insurance company if (a) such securities shall be registered, or shall be required to be registered, pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, or if (b) such domestic stock insurance company shall not have any class of its equity securities held of record by one hundred (100) or more persons on the last business day of the year next preceding the year in which equity securities of the company would be subject to the provisions of the cited sections except for the provisions of this subsection (b).
MS Code § 83-19-97 (2020)
2020 Mississippi Code|Title 83 - Insurance|Chapter 19 - Domestic Companies|General Provisions|§ 83-19-97. Commissioner to make rules and regulations

 The commissioner of insurance shall have the power to make such rules and regulations as may be necessary for the execution of the functions vested in him by Sections 83-19-81 through 83-19-93, and may for such purpose classify domestic stock insurance companies, securities, and other persons or matters within his jurisdiction. No provision of Sections 83-19-81, 83-19-83, 83-19-85, 83-19-91, and 83-19-93 imposing any liability shall apply to any act done or omitted in good faith in conformity with any rule or regulation of the commissioner of insurance, notwithstanding that such rule or regulation may, after such act or omission, be amended or rescinded or determined by judicial or other authority to be invalid for any reason.
MS Code § 83-19-99 (2020)
2020 Mississippi Code|Title 83 - Insurance|Chapter 19 - Domestic Companies|Merger or Consolidation, or Exchange of Outstanding Stock, of Domestic Stock Companies|§ 83-19-99. Authorization

 A domestic stock insurance company (referred to in Sections 83-19-99 through 83-19-123 as the "domestic company") may effect:   A merger or consolidation with one or more domestic stock insurance companies, or with one or more foreign stock insurance companies, if such merger or consolidation is authorized by the laws of the state under which each such foreign company is organized; or   An exchange of all the outstanding stock of its shareholders with a domestic stock corporation, or with a foreign stock corporation authorized to do business in this state, if such exchange is authorized by the laws of the state under which such foreign corporation is organized (such domestic or foreign corporation being referred to in Sections 83-19-99 through 83-19-123 as the "acquiring corporation"), which acquiring corporation pays or provides the following consideration: (1) shares of stock or other securities issued by such acquiring corporation; (2) cash; (3) other consideration; (4) any combination of such stock or other securities, cash or other consideration, by complying with the provisions of said sections.   Sections 83-19-99 through 83-19-123 shall be supplemental to the general laws of this state governing corporations but in the event there exists any conflict between the provisions of said sections and the provisions of the general laws governing corporations, the provisions of Sections 83-19-99 through 83-19-123 shall be controlling.
MS Code § 83-19-101 (2020)
2020 Mississippi Code|Title 83 - Insurance|Chapter 19 - Domestic Companies|Merger or Consolidation, or Exchange of Outstanding Stock, of Domestic Stock Companies|§ 83-19-101. Directors' resolution and plan

 The constituent insurance companies may adopt a plan of merger or consolidation, or the domestic insurance company and the acquiring corporation may adopt a plan of exchange of stock in the manner hereinafter set out.   The board of directors of each such corporation shall adopt a resolution approved by a majority of the whole board setting forth the proposed plan of merger, consolidation or exchange and directing that it be submitted to a vote at a meeting of shareholders, which may be either an annual or a special meeting. The plan shall set forth:   The name of each corporation which is a party to the plan and, if the name of any of them has been changed, the name under which it was formed; and the name of the surviving corporation or the name, or the method of determining it, of the consolidated corporation;   The terms and conditions of the proposed merger, consolidation, or exchange of stock;   The manner and basis of carrying such merger, consolidation, or exchange into effect; or   In the case of a merger, a statement of any amendments or changes in the charter of the surviving corporation to be effected by such merger; in the case of a consolidation, all statements required to be included in the charter for a new corporation formed pursuant to the general laws of this state governing corporations.   No director, officer, agent or employee of any such corporation, shall receive any fee, commission, compensation or other valuable consideration whatsoever for in any manner aiding, promoting or assisting in the adoption or approval of such plan except as specifically set forth therein.
MS Code § 83-19-103 (2020)
2020 Mississippi Code|Title 83 - Insurance|Chapter 19 - Domestic Companies|Merger or Consolidation, or Exchange of Outstanding Stock, of Domestic Stock Companies|§ 83-19-103. Submission of plan to commissioner of insurance

 The constituent corporations in the case of a merger or consolidation, or the domestic company and the acquiring corporation in the case of an exchange of stock, shall then submit to the commissioner of insurance three (3) copies of the proposed plan certified by the president or a vice president of each as having been adopted by its board of directors in accordance with section 83-19-101, together with (a) financial statements of the constituent corporations, or of the domestic company and the acquiring corporation for its last preceding fiscal year; (b) pro forma financial statements of each such corporation based on the assumption that the plan was effective as proposed at the end of the last preceding fiscal year of the domestic company; (c) an estimate of expenses already incurred and of expenses expected to be incurred in connection with the proposed plan; (d) a written statement which sets forth for each such corporation the proposed changes, if any, in management policies and in the identity of its officers and directors, which are initially contemplated should the plan be effected as proposed; and (e) any other information which the commissioner may require with respect to such plan.
MS Code § 83-19-105 (2020)
2020 Mississippi Code|Title 83 - Insurance|Chapter 19 - Domestic Companies|Merger or Consolidation, or Exchange of Outstanding Stock, of Domestic Stock Companies|§ 83-19-105. Public hearing on plan

 The commissioner of insurance shall hold a public hearing upon the terms, conditions and provisions of the proposed plan of merger, consolidation or exchange to determine if it is reasonable, fair and in the public interest. At such hearing the shareholders and the policyholders of each such corporation, and any other interested parties, shall have the right to appear and to become parties to the proceeding.   Such hearing shall be commenced not less than thirty (30) days after the date on which such plan is submitted to the commissioner. The hearing shall be held at such place, date and time as the commissioner shall specify. Notice of the hearing shall be published in a newspaper having general circulation in the city or cities wherein are located the principal office of each corporation which is a party to the plan once a week for two (2) successive weeks, the last publication of such notice to be not more than two (2) weeks prior to the hearing date. Written notice of the hearing shall be mailed at least ten (10) days prior to the hearing by each such corporation to each of their respective shareholders. All expenses of publication shall be borne as specified in the plan.
MS Code § 83-19-107 (2020)
2020 Mississippi Code|Title 83 - Insurance|Chapter 19 - Domestic Companies|Merger or Consolidation, or Exchange of Outstanding Stock, of Domestic Stock Companies|§ 83-19-107. Commissioner's order

 The commissioner of insurance shall issue a written order approving the plan as submitted to him, including such modifications therein as a majority of the whole board of directors of each corporation which is a party to the plan shall approve, if he finds (a) that the plan, including all such modifications, if effected, will not tend to affect adversely the financial stability, management, general capacity, or intention to continue the safe and prudent transaction of insurance business of any domestic insurance company which is a party to the plan; (b) that the fulfillment of the plan will not affect either the contractual obligations of any domestic insurance company which is a party to the plan to its policyholders, or the ability and tendency of such company to render service to its policyholders in the future; and (c) that the terms and conditions of the plan are consistent with law and are fair and reasonable.   The order of the commissioner approving or disapproving the plan shall be filed within sixty (60) days after the date the plan is submitted to him. The commissioner shall give notice of such order to all parties to the proceeding and shall deliver copies thereof to each corporation which is a party to the plan.
MS Code § 83-19-109 (2020)
2020 Mississippi Code|Title 83 - Insurance|Chapter 19 - Domestic Companies|Merger or Consolidation, or Exchange of Outstanding Stock, of Domestic Stock Companies|§ 83-19-109. Appeals from commissioner's decision

 Any person becoming a party as hereinbefore provided and feeling aggrieved by the decision of the commissioner of insurance under the provisions of Sections 83-19-99 through 83-19-123 may appeal therefrom within thirty (30) days after the receipt of notice thereof to the Chancery Court of the First Judicial District of Hinds County by writ of certiorari upon giving bond with surety or sureties in such penalty as shall be approved by the chancery court of said county, conditioned that such appellant will pay all costs of the appeal in the event such appeal is unsuccessful. The said chancery court shall have the authority and jurisdiction to hear said appeal and to render its decision in regard thereto either in term time or vacation.
MS Code § 83-19-111 (2020)
2020 Mississippi Code|Title 83 - Insurance|Chapter 19 - Domestic Companies|Merger or Consolidation, or Exchange of Outstanding Stock, of Domestic Stock Companies|§ 83-19-111. Stockholder approval of plan

 The plan as approved by the commissioner of insurance shall then be submitted to a vote of the shareholders of each corporation which is a party to such plan at an annual or special meeting of such shareholders. Written notice of such meeting shall be given for the time and in the manner required by the general laws of this state governing corporate mergers. The written notice shall state the right of a shareholder to dissent and receive fair value for his shares, and shall contain a copy or summary of the plan of merger, consolidation, or exchange. The plan shall be approved upon receiving the affirmative votes of the holders of at least two-thirds (2/3) of the outstanding shares of capital stock of each such corporation, or of such larger proportion of shares as may be specified in the plan. Notwithstanding such approval and at any time prior to the effective date of the plan as provided in Section 83-19-119, it may be abandoned pursuant to provisions therefor, if any, set forth in the plan.
MS Code § 83-19-113 (2020)
2020 Mississippi Code|Title 83 - Insurance|Chapter 19 - Domestic Companies|Merger or Consolidation, or Exchange of Outstanding Stock, of Domestic Stock Companies|§ 83-19-113. Procedure where foreign corporation is involved

 If one (1) of the constituent corporations to a merger or consolidation is a foreign corporation, such merger or consolidation shall be carried out in the following manner: (a) each domestic corporation shall comply with the provisions of Sections 83-19-99 through 83-19-123 with respect to the merger or consolidation of domestic companies, and each foreign corporation shall comply with the applicable provisions of the laws of the state under which it is organized; (b) if the surviving or new corporation is to be governed by the laws of any state other than this state, it shall comply with the general laws of this state governing foreign corporations if it is to transact business or to conduct affairs in this state, and in every case it shall file with the secretary of state of this state an agreement that it may be served with process in this state in any proceeding for the enforcement of any obligation of any domestic corporation which is a party to such merger or consolidation and in any proceeding for the enforcement of the rights of a dissenting shareholder of any such domestic corporation against the surviving or consolidated corporation, and an irrevocable appointment of the secretary of state of this state as its agent to accept service of process in any such proceeding and an agreement that it will promptly pay to the dissenting shareholders of any such domestic corporation the amount, if any, to which they shall be entitled under Section 83-19-123.   The effect of such merger or consolidation shall be the same as in the case of the merger or consolidation of domestic corporations except insofar as the laws of the state governing such surviving or consolidated company provide otherwise.   In the case of an exchange of securities, if the acquiring corporation is a foreign corporation, then such corporation shall comply with the applicable provisions of the laws of the state under which it is organized. Such foreign acquiring corporation shall also procure a certificate of authority to transact business and conduct affairs in Mississippi and shall comply with all the provisions of the law of this state relating to foreign corporations. The effect of such exchange of securities shall be as provided by Sections 83-19-99 through 83-19-123 except insofar as the laws of the state under which such foreign acquiring corporation is organized provide otherwise.
MS Code § 83-19-115 (2020)
2020 Mississippi Code|Title 83 - Insurance|Chapter 19 - Domestic Companies|Merger or Consolidation, or Exchange of Outstanding Stock, of Domestic Stock Companies|§ 83-19-115. Execution and filing of articles or agreement of exchange

  After the plan of merger or consolidation shall have been approved by the shareholders of each constituent corporation, appropriate articles of merger or consolidation shall be executed by the president or any vice president and the secretary or any assistant secretary of each such corporation and filed in triplicate with the commissioner of insurance. If such articles of merger or consolidation show that the plan of merger or consolidation has been duly approved by the shareholders of each constituent corporation as required in Section 83-19-111 and otherwise conforms to the law, the commissioner shall endorse his approval on each copy of said articles, shall record one (1) copy in his office, and shall return the other two (2) copies to the domestic company for delivery to the secretary of state who will approve said merger or consolidation as provided by the general laws of this state governing corporations. Following that the certificate of merger or certificate of consolidation will be recorded in the office of the chancery clerk and published as required by the general laws of this state governing corporation.   After the plan of exchange of stock shall have been approved by the shareholders of the domestic company and the acquiring corporation, an appropriate agreement of exchange shall be executed by the president or any vice president and the secretary or any assistant secretary of each such corporation and filed in triplicate with the commissioner of insurance. If such agreement shows that the plan of exchange has been duly approved by the shareholders of the domestic company and the acquiring corporation as required by Section 83-19-111 and otherwise conforms to the law, the commissioner shall endorse his approval on each copy thereof, shall record one (1) copy in his office, and shall return one (1) copy each to the domestic company and to the acquiring corporation.
MS Code § 83-19-117 (2020)
2020 Mississippi Code|Title 83 - Insurance|Chapter 19 - Domestic Companies|Merger or Consolidation, or Exchange of Outstanding Stock, of Domestic Stock Companies|§ 83-19-117. When stockholders' vote unnecessary

 If the domestic company owns at least ninety-five percent (95%) of the outstanding shares of another domestic or foreign stock insurance company, it may merge such other company into itself without approval by a vote of the shareholders of either company in accordance with the general laws of this state governing merger of subsidiary corporations. In such event, the approval of the commissioner of insurance shall be obtained in the manner specified in Sections 83-19-103 through 83-19-107.