reglab/housing_qa huggingface dataset:
TN Code § 56-10-110 (2021)
2021 Tennessee Code|Title 56 - Insurance|Chapter 10 - Merger, Consolidation and Exchange of Stock|Part 1 - General Provisions|§ 56-10-110. Authorized Insurance Business and Regulatory Authority

  Nothing in this chapter shall affect the power of the commissioner to regulate, supervise and control insurance companies to the extent of and as provided by this title, nor shall anything in this chapter be construed to authorize any insurance company to engage in any kind or kinds of insurance business not authorized by its charter, or to authorize any acquiring corporation that is not an insurance company to engage directly in the business of insurance.   Subsequent to the effective date of any plan of exchange, the commissioner, having regard to the findings stated in § 56-10-104, shall have authority to require that the affairs of the domestic company be conducted in a manner as to assure the continued safe conduct and transaction of the business of insurance of the domestic company.
TN Code § 56-10-111 (2021)
2021 Tennessee Code|Title 56 - Insurance|Chapter 10 - Merger, Consolidation and Exchange of Stock|Part 1 - General Provisions|§ 56-10-111. Appraisal Right of Dissenting Shareholders

 Any shareholder of any domestic stock insurance company which is a party to a merger, consolidation or exchange of securities as described in this chapter shall have the right to dissent and receive fair value for the shareholder's shares by complying with the procedure set forth in § 48-23-102.
TN Code § 56-10-201 (2021)
2021 Tennessee Code|Title 56 - Insurance|Chapter 10 - Merger, Consolidation and Exchange of Stock|Part 2 - Tender Offers|§ 56-10-201. Part Definitions

 As used in this part, unless the context otherwise requires:   “Commissioner” means the commissioner of commerce and insurance;   “Control” means actual working control, in whatever manner exercised. If, as a result of the consummation of any acquisition, any person would own in excess of ten percent (10%) of the voting security of a domestic insurer, it shall be presumed that the person could, directly or indirectly, acquire control of the insurer. Any such presumption may be rebutted by evidence, at a hearing called by the commissioner at the request of the person against whom the presumption operates, but the presumption shall continue until a determination to the contrary is made;   “Domestic insurance company” means:  An insurance company incorporated under the laws of this state;   An insurance company having its principal office or place of business in this state; or   An “insurance holding company system,” as defined in § 56-11-101, having its principal office or place of business in this state or that controls an insurance company incorporated under the laws of this state; and      A corporation shall be deemed a “person”; and   When two (2) or more persons act as a partnership, limited partnership, syndicate, or other group for the purposes of acquiring securities of the insurer, the group shall be deemed a “person,” and the information called for by § 56-10-202(a)(1)-(5) shall be given with respect to each member of the group.
TN Code § 56-10-202 (2021)
2021 Tennessee Code|Title 56 - Insurance|Chapter 10 - Merger, Consolidation and Exchange of Stock|Part 2 - Tender Offers|§ 56-10-202. Tender Offer or Agreement for Obtaining Control of Domestic Insurance Company — Prerequisites

  No person shall make a tender offer for, enter into any agreement to exchange securities for, or otherwise seek to acquire, any voting security of a domestic insurance company if, as a result of the consummation thereof, the person could, directly or indirectly, acquire control of the insurer, unless, at the time any form of initial offer is made to security holders, or prior to the acquisition of the securities, if no offer is involved, the person has filed with the commissioner and has sent to the insurer a statement containing the following information, and any additional information the commissioner may by rule or regulation prescribe as necessary or appropriate for the protection of policyholders and shareholders of the insurer, or in the public interest:  The background and identity of all persons by whom or on whose behalf the acquisition is to be effected;   The source and amount of the funds or other considerations used or to be used in making the acquisition;   Any plans or proposals which the persons may have to liquidate the insurer, to sell its assets or merge or consolidate it with any person, or to make any other major change in its business or corporate structure or management;   The number of shares of the security that the person proposes to acquire, and the terms of the offer or exchange, as the case may be; and   Information as to any contracts, arrangements or understandings with any party with respect to any securities of the insurer, including, but not limited to, transfer of any of the securities, option arrangements, puts or calls, or the giving or withholding of proxies, naming the party with whom the contract, arrangements or understandings have been entered into, and giving the details of the activity.     If any material change occurs in the facts set forth in the statement filed with the commissioner and sent to the insurer pursuant to this section, an amendment shall be filed immediately with the commissioner and sent immediately to the insurer setting forth the changes.
TN Code § 56-10-203 (2021)
2021 Tennessee Code|Title 56 - Insurance|Chapter 10 - Merger, Consolidation and Exchange of Stock|Part 2 - Tender Offers|§ 56-10-203. Use of Registration Statements Under Securities Acts in Making Offers or Agreements

 If any offer or agreement referred to in § 56-10-202 is proposed to be made by means of a registration statement under the Securities Act of 1933 (15 U.S.C. § 77a et seq.), or in circumstances requiring the disclosure of similar information under the Securities Exchange Act of 1934 (15 U.S.C. § 78a et seq.), the person required to file the statement referred to in § 56-10-202 may utilize the documents in furnishing the information called for by that statement.
TN Code § 56-10-204 (2021)
2021 Tennessee Code|Title 56 - Insurance|Chapter 10 - Merger, Consolidation and Exchange of Stock|Part 2 - Tender Offers|§ 56-10-204. Disapproval of Acquisition by Commissioner — Hearing

 The acquisitions referred to in § 56-10-202 may be made unless the commissioner, within sixty (60) days after the statement required by § 56-10-202 has been filed with the commissioner, disapproves the acquisitions; provided, that the commissioner shall have one hundred twenty (120) days within which to disapprove the acquisitions if within the sixty-day period the commissioner calls a public hearing and holds the public hearing within the one hundred twenty-day period. The commissioner shall call and hold the public hearing within the one hundred twenty-day period if requested to do so by the insurer referred to in § 56-10-202 within the sixty-day period. The commissioner may disapprove the transaction if it is found that:   Upon completion of the acquisition, the domestic insurer referred to in § 56-10-202 would be unable to satisfy the requirements for the issuance of a license to write the line or lines of insurance for which it is presently licensed;   The financial condition of the acquiring person is such as might jeopardize the financial stability of the insurer, or prejudice the interests of its policyholders or, in the case of a possible acquisition of control other than by merger or consolidation, prejudice the interests of any remaining shareholders who are unaffiliated with the acquiring person;   The plans or proposals that the acquiring person has to liquidate the insurer, to sell its assets or to merge or consolidate it with any person, or to make any other major change in its business or corporate structure or management, are unfair or prejudicial to policyholders; or   The competence, experience and integrity of those persons who would control the operation of the domestic insurer referred to in § 56-10-202 indicate that it would not be in the best interest of the policyholders and shareholders of the insurer or in the public interest to permit them to do so.
TN Code § 56-10-205 (2021)
2021 Tennessee Code|Title 56 - Insurance|Chapter 10 - Merger, Consolidation and Exchange of Stock|Part 2 - Tender Offers|§ 56-10-205. Acquisition of Securities in Contravention of This Part — Injunction

 No vote by the stockholder of record, or any other party so entitled to vote, of any security acquired or to be acquired in contravention of this part shall be valid or effective. The chancery court for the county where the principal office of the corporation is located may, without limiting the generality of its authority, upon the petition of the insurer referred to in § 56-10-202, order the issuance or entry of any injunction or any other order which the court deems proper to effect this part.
TN Code § 56-10-206 (2021)
2021 Tennessee Code|Title 56 - Insurance|Chapter 10 - Merger, Consolidation and Exchange of Stock|Part 2 - Tender Offers|§ 56-10-206. Rules and Regulations — Enforcement by Commissioner

  The commissioner is hereby granted authority to issue rules, regulations and orders as may be necessary to properly administer this part.   The commissioner may enforce this part and any rule, regulation or order made hereunder by appropriate application for equitable relief to the chancery court for Davidson County, which court is hereby vested with exclusive jurisdiction over such proceedings.
TN Code § 56-10-207 (2021)
2021 Tennessee Code|Title 56 - Insurance|Chapter 10 - Merger, Consolidation and Exchange of Stock|Part 2 - Tender Offers|§ 56-10-207. Right of Appeal

 Any person aggrieved by any act of the commissioner under this part may appeal therefrom to the chancery court for Davidson County.
TN Code § 56-10-301 (2021)
2021 Tennessee Code|Title 56 - Insurance|Chapter 10 - Merger, Consolidation and Exchange of Stock|Part 3 - Disclosures of Material Transactions|§ 56-10-301. Reporting Required — Procedures

  Every insurer domiciled in this state shall file a report with the commissioner disclosing material acquisitions and dispositions of assets or material nonrenewals, cancellations or revisions of ceded reinsurance agreements unless the acquisitions and dispositions of assets or material nonrenewals, cancellations or revisions of ceded reinsurance agreements have been submitted to the commissioner for review, approval or information purposes pursuant to other provisions of the insurance laws, regulations, or other requirements.   The report required by subsection (a) is due within fifteen (15) days after the end of the calendar month in which any of the transactions listed in subsection (a) occur.   One (1) complete copy of the report, including any exhibits or other attachments, shall be filed with:  The insurance department of the insurer's state of domicile; and   The National Association of Insurance Commissioners.     All reports obtained by or disclosed to the commissioner pursuant to this part shall be given confidential treatment and shall not be subject to subpoena and shall not be made public by the commissioner, the National Association of Insurance Commissioners, or any other person, except to insurance departments of other states, without the prior written consent of the insurer to which it pertains unless the commissioner, after giving the insurer who would be affected notice and an opportunity to be heard pursuant to the Uniform Administrative Procedures Act, compiled in title 4, chapter 5, determines that the interest of policyholders, shareholders or the public will be served by publication, in which event the commissioner may publish all or any part in the manner the commissioner may deem appropriate.
TN Code § 56-10-302 (2021)
2021 Tennessee Code|Title 56 - Insurance|Chapter 10 - Merger, Consolidation and Exchange of Stock|Part 3 - Disclosures of Material Transactions|§ 56-10-302. Acquisitions and Dispositions

  No acquisitions or dispositions of assets need be reported pursuant to § 56-10-301 if the acquisitions or dispositions are not material. For purposes of this part, a material acquisition, or the aggregate of any series of related acquisitions during any thirty-day period, or disposition, or the aggregate of any series of related dispositions during a thirty-day period, is one that is non-recurring and not in the ordinary course of business and involves more than five percent (5%) of the reporting insurer's total admitted assets as reported in its most recent statutory statement filed with the insurance department of the insurer's state of domicile.    Asset acquisitions subject to this part include every purchase, lease, exchange, merger, consolidation, succession or other acquisition other than the construction or development of real property by or for the reporting insurer or the acquisition of materials for such purpose.   Asset dispositions subject to this part include every sale, lease, exchange, merger, consolidation, mortgage, hypothecation, assignment, whether for the benefit of creditors or otherwise, abandonment, destruction or other disposition.      The following information is required to be disclosed in any report of a material acquisition or disposition of assets:  Date of the transaction;   Manner of acquisition or disposition;   Description of the assets involved;   Nature and amount of the consideration given or received;   Purpose of, or reason for, the transaction;   Manner by which the amount of consideration was determined;   Gain or loss recognized or realized as a result of the transaction; and   Name or names of the person or persons from whom the assets were acquired or to whom they were disposed.     Insurers are required to report material acquisitions and dispositions on a non-consolidated basis unless the insurer is part of a consolidated group of insurers that utilizes a pooling arrangement or one hundred percent (100%) reinsurance agreement that affects the solvency and integrity of the insurer's reserves, and the insurer ceded substantially all of its direct and assumed business to the pool. An insurer is deemed to have ceded substantially all of its direct and assumed business to a pool if the insurer has less than one million dollars ($1,000,000) total direct plus assumed written premiums during a calendar year that are not subject to a pooling arrangement, and the net income of the business not subject to the pooling arrangement represents less than five percent (5%) of the insurer's capital and surplus.
TN Code § 56-11-109 (2021)
2021 Tennessee Code|Title 56 - Insurance|Chapter 11 - Insurance Holding Companies and Risk Management|Part 1 - Insurance Holding Company System Act of 1986|§ 56-11-109. Promulgation of Rules and Regulations

 The commissioner may promulgate rules, regulations and orders necessary to carry out this part.
TN Code § 56-11-112 (2021)
2021 Tennessee Code|Title 56 - Insurance|Chapter 11 - Insurance Holding Companies and Risk Management|Part 1 - Insurance Holding Company System Act of 1986|§ 56-11-112. Assumption of Control by Commissioner — Insolvency

 Whenever it appears to the commissioner that any person has committed a violation of this part that so impairs the financial condition of a domestic insurer or of a health maintenance organization as to threaten insolvency or make the further transaction of business by it hazardous to its policyholders, enrollees, providers, creditors, shareholders or the public, the commissioner may proceed as provided in chapter 9 of this title to take possession of the property of the domestic insurer or health maintenance organization and to conduct its business.
TN Code § 56-11-113 (2021)
2021 Tennessee Code|Title 56 - Insurance|Chapter 11 - Insurance Holding Companies and Risk Management|Part 1 - Insurance Holding Company System Act of 1986|§ 56-11-113. Order of Liquidation or Rehabilitation — Recovery by Receivers

  If an order for liquidation or rehabilitation of a domestic insurer or health maintenance organization has been entered, the receiver appointed under the order shall have a right to recover on behalf of the insurer or health maintenance organization:  From any parent corporation or holding company or person or affiliate who otherwise controlled the insurer or health maintenance organization, the amount of distributions, other than distributions of shares of the same class of stock, paid by the insurer or health maintenance organization on its capital stock; or   Any payment in the form of a bonus, termination settlement or extraordinary lump sum salary adjustment made by the insurer or health maintenance organization or its subsidiaries to a director, officer or employee, where the distribution or payment pursuant to subdivision (a)(1) or (a)(2) is made at any time during the one (1) year preceding the petition for liquidation, conservation or rehabilitation, as the case may be, subject to the limitations of subsections (b)-(d).     No such distribution shall be recoverable if the parent or affiliate shows that when paid the distribution was lawful and reasonable, and that the insurer or health maintenance organization did not know and could not reasonably have known that the distribution might adversely affect the ability of the insurer or health maintenance organization to fulfill its contractual obligations.   Any person who was a parent corporation or holding company or a person who otherwise controlled the insurer or health maintenance organization or affiliate at the time the distributions were paid, shall be liable up to the amount of distributions or payments the person received under subsection (a). Any person who otherwise controlled the insurer or health maintenance organization at the time the distributions were declared shall be liable up to the amount of distributions the person would have received had the person been paid immediately. If two (2) or more persons are liable with respect to the same distributions, they shall be jointly and severally liable.   The maximum amount recoverable under this section shall be the amount needed in excess of all other available assets of the impaired or insolvent insurer or health maintenance organization to pay the contractual obligations of the impaired or insolvent insurer or health maintenance organization and to reimburse any guaranty funds.   To the extent that any person liable under subsection (c) is insolvent or otherwise fails to pay claims due from it pursuant to subsection (c), its parent corporation or holding company or person who otherwise controlled it at the time the distribution was paid shall be jointly and severally liable for any resulting deficiency in the amount recovered from the parent corporation or holding company or person who otherwise controlled it.
TN Code § 56-11-114 (2021)
2021 Tennessee Code|Title 56 - Insurance|Chapter 11 - Insurance Holding Companies and Risk Management|Part 1 - Insurance Holding Company System Act of 1986|§ 56-11-114. Suspension, Revocation or Refusal to Renew License

 Whenever it appears to the commissioner that any person has committed a violation of this part which makes the continued operation of an insurer or health maintenance organization contrary to the interests of policyholders, enrollees, providers or the public, the commissioner may, after giving notice and an opportunity to be heard, determine to suspend, revoke or refuse to renew the insurer or health maintenance organization's license or authority to do business in this state for such period as the commissioner finds is required for the protection of policyholders, enrollees, providers or the public. Any such determination shall be accompanied by specific findings of fact and conclusions of law.
TN Code § 56-11-115 (2021)
2021 Tennessee Code|Title 56 - Insurance|Chapter 11 - Insurance Holding Companies and Risk Management|Part 1 - Insurance Holding Company System Act of 1986|§ 56-11-115. Appeal of Commissioner's Action

 Any person aggrieved by an act, determination, rule, regulation, order, or any other action of the commissioner pursuant to this part may appeal as set forth in the Uniform Administrative Procedures Act, compiled in title 4, chapter 5.
TN Code § 56-11-117 (2021)
2021 Tennessee Code|Title 56 - Insurance|Chapter 11 - Insurance Holding Companies and Risk Management|Part 1 - Insurance Holding Company System Act of 1986|§ 56-11-117. Foreign Insurers or Health Maintenance Organizations

  Solely for purposes of this part, a foreign insurer or foreign health maintenance organization that participates in the TennCare program under Title XIX of the Social Security Act (42 U.S.C. § 1396 et seq.), or any successor to the TennCare program is deemed to be a domestic insurer, and shall comply with any provisions of this part that apply to domestic insurers.   The confidentiality provisions of § 56-11-108 shall apply to all foreign insurers and foreign health maintenance organizations subject to this part pursuant to this section to the same and full extent as they apply to domestic insurers.   The commissioner shall have the authority to waive any portion of this part for such a foreign insurer or foreign health maintenance organization subject to this part pursuant to this section upon a determination that the foreign insurer or foreign health maintenance organization is subject to holding company requirements and standards adopted by statute or regulation in the jurisdiction of its domicile which are substantially similar to those contained in this part. The decision whether to exercise any authority under this subsection (c) is in the sole discretion of the commissioner.   A foreign insurer or foreign health maintenance organization deemed to be a domestic insurer under this section shall be considered a domestic insurer for the purposes of this part and shall not be considered a domestic insurer for any other purposes under this chapter, unless otherwise expressly stated.
TN Code § 56-11-118 (2021)
2021 Tennessee Code|Title 56 - Insurance|Chapter 11 - Insurance Holding Companies and Risk Management|Part 1 - Insurance Holding Company System Act of 1986|§ 56-11-118. Construction With Other Laws

 To the extent that this part conflicts with or is inconsistent with any laws in this title, this part shall control.
TN Code § 56-11-119 (2021)
2021 Tennessee Code|Title 56 - Insurance|Chapter 11 - Insurance Holding Companies and Risk Management|Part 1 - Insurance Holding Company System Act of 1986|§ 56-11-119. Severability

 If any provision of this part or the application thereof to any person or circumstances is held invalid, the invalidity shall not affect other provisions or applications of this part which can be given effect without the invalid provisions or application, and for this purpose the provisions of this part are severable.