NY Ins L § 7310 (2021)
2021 New York Laws ISC - Insurance Article 73 - Conversion to Different Type of Insurer 7310 - Reorganization of Domestic Guarantee Capital Life Insurance Companies Into Domestic Stock Life Insurance Companies.

§  7310.  Reorganization  of domestic guarantee capital life insurance companies into domestic stock life insurance companies. (a) As  used  in this section, the following terms shall have the following meanings:  (1) "Guarantee  capital  insurer" means a domestic life insurer with a guarantee capital represented by shares.  (2) "Shareholder" means a record holder of shares of guarantee capital of a guarantee capital insurer.  (3) "Policyholder" means a holder, as determined by the records  of  a guarantee  capital  insurer,  of  an  insurance  contract issued by such insurer which is of a type described in paragraph one, two, or three  of subsection  (a)  of  section  one  thousand one hundred thirteen of this chapter and which entitles the holder thereof, under the charter of  the guarantee  capital  insurer, to the policyholder equity interest defined in this section. A person who, for purposes of subsection (a) of section four thousand two hundred ten  of  this  chapter  would  be  deemed  the "policyholder"  of  any insurance contract is deemed to be the holder of such contract for purposes of this section.  (4) "Policyholders' equity interest" means and includes all rights  of the  policyholders  as  provided  in or arising under the charter of the guarantee capital insurer. The  term  "policyholders'  equity  interest" includes  the  policyholders'  right  under  the  charter to vote and to participate in distributions of profits and any right arising under  the charter  to  participate  in  any  distribution  of surplus whether such distribution is made incident to a liquidation of the guarantee  capital insurer or otherwise. Anything in the foregoing sentence to the contrary notwithstanding,  the  term  "policyholders'  equity  interest" does not include any right expressly conferred upon the  policyholders  by  their insurance  contracts which is in addition to those rights provided in or arising under the charter of the guarantee capital insurer.  (5) "Plan of reorganization" means a plan of  conversion,  a  plan  of merger  or  a  plan  for amendment of charter adopted in accordance with this section.  (6) "Reorganized insurer" means either (i)  the  domestic  stock  life insurer  into  which  a  guarantee capital insurer has been converted in accordance with this section, or (ii) the corporation surviving a merger between a guarantee capital life  insurer  and  a  domestic  stock  life insurer  in  accordance with this section, or (iii) the former guarantee capital insurer as constituted after an  amendment  to  its  charter  in accordance with this section.  (b)   Any   other   provision   of   this   chapter  to  the  contrary notwithstanding, upon compliance with the requirements and completion of the proceedings prescribed by this section, a guarantee capital  insurer may either (i) convert into a domestic stock life insurer, or (ii) merge with  a domestic stock life insurer, or (iii) amend its charter so as to eliminate  its  policyholders'  equity  interest.  The   provisions   of paragraph four of subsection (a) of section one thousand two hundred six of  this  chapter  shall  not  apply to an amendment to the charter of a guarantee capital insurer eliminating its policyholders' equity interest made under and in accordance with the provisions  of  this  section.  In case  of  a  merger  with  a  domestic stock insurer, the domestic stock insurer shall comply with the provisions of this chapter  applicable  to its participation in a merger.  (c)   (1)  The  guarantee  capital  insurer  shall  adopt  a  plan  of reorganization by the  vote  of  a  majority  of  its  entire  board  of directors.  The  plan  of reorganization shall set forth (i) the reasons for and purposes of the proposed reorganization, (ii) the  form  of  the reorganization  which  shall  be  one of the forms of reorganization set forth in subsection (b) of this section, (iii) the manner and  basis  by  which the reorganization shall take place, and (iv) the consideration to be  given  to the shareholders in exchange for their shares of guarantee capital and to the policyholders in exchange  for  their  policyholders' equity interest or the manner of converting the guarantee capital or the policyholders'   equity   interests   into  other  securities  or  other consideration. If the reorganized insurer proposes to issue for delivery in this state participating insurance policies or contracts, the plan of reorganization shall  so  specify  and  shall  be  accompanied  by  such information  or  agreements  relative  thereto as the superintendent may require pursuant to section four thousand two hundred thirty-one of this chapter and, in such event, upon the superintendent's  approval  of  the plan  of  reorganization  pursuant  to  this section, the superintendent shall, in  accordance  with  said  section  four  thousand  two  hundred thirty-one,   issue  a  revocable  permit  to  the  reorganized  insurer authorizing it to issue participating policies  and  contracts  in  this state. The plan of reorganization may contain any other provisions which the  board  of  directors  of  the  guarantee  capital  insurer may deem necessary or advisable in connection with the proposed reorganization.  (2) The consideration to be  given  in  exchange  for  the  shares  of guarantee  capital  and the policyholders' equity interest or into which such shares and equity interest are  to  be  converted  may  consist  of securities   of   the  reorganized  insurer  or  securities  of  another corporation or corporations or other consideration or any combination of such forms of consideration. The consideration to be given  in  exchange for  shares  of  guarantee  capital  or into which such shares are to be converted need not be the same as the consideration  given  in  exchange for the policyholders' equity interests or into which the policyholders' equity  interests  are  to  be converted. The consideration given to any class  or  category  of  policyholder  need  not  be  the  same  as  the consideration  given  to any other class or category of policyholder. In the case of a charter amendment in which the shares of guarantee capital remain  outstanding  and  unchanged,  the  plan  need  not  provide  any consideration to the holders of such shares.  (3)  The  plan of reorganization shall include the proposed charter of the reorganized insurer set out in accordance  with  subsection  (a)  of section  one  thousand  two hundred one of this chapter and its proposed by-laws, giving effect to any amendments to the charter or by-laws to be effected by the plan of reorganization.  (4) The plan of reorganization shall specify one or more record  dates to  be  used  for  purposes  of  determining  (i)  the  shareholders and policyholders who shall be entitled to notice of  and  to  vote  at  the meeting  called  pursuant  to  this  section  to  act upon a proposal to approve  the  plan  of  reorganization,  (ii)   the   shareholders   and policyholders  who  shall  be  entitled  to receive notice of the public hearing required  by  this  section,  and  (iii)  the  shareholders  and policyholders  who  shall  be  entitled  to  receive  the  consideration provided for by the plan. Each shareholder of record on the record  date specified  pursuant  to item (iii) of the immediately preceding sentence shall be entitled to the consideration provided in the plan on the basis of the number of shares held of record by him as of  said  record  date. Each  policyholder of record as of such record date shall be entitled to the  consideration  provided  for  him  in  the  plan   based   on   his policyholder's  equity  interest as of the effective date of conversion, merger or charter amendment pursuant to this section  but  only  to  the extent  that  such  policyholder's  equity interest arose from insurance contracts of which he was the holder as of such record date.  (5) Upon adoption of the plan of  reorganization,  it  shall  be  duly executed by the chairman of the board, the president or a vice president  and attested by the secretary or an assistant secretary of the guarantee capital  insurer  under  such  insurer's  corporate  seal  and  shall be submitted to the superintendent with a copy of the resolutions  adopting such  plan  accompanied by a certificate of adoption of such resolutions subscribed by such officers and affirmed by them as true under penalties of perjury and under the seal of the guarantee capital insurer.  (d) The guarantee capital insurer may, by action of a majority of  the entire  board of directors, amend the plan of reorganization at any time before the plan becomes  effective  as  provided  by  this  section.  On adoption  of  an  amendment it shall be duly executed by the chairman of the board, the president  or  a  vice  president  and  attested  by  the secretary  or  an  assistant  secretary of the guarantee capital insurer under such insurer's corporate  seal  and  shall  be  submitted  to  the superintendent  with  a  copy of the resolutions adopting such amendment subscribed by such officers and affirmed by them as true under penalties of perjury and under the seal of the guarantee capital insurer. In  case of  an  amendment,  all  references  in  this  section  to  the  plan of reorganization shall be deemed to refer  to  the  plan  as  amended.  No amendment  made  after  any  public  hearing required by this section or after approval by the shareholders or policyholders as provided in  this section  shall  change  the  plan  in  a manner which the superintendent determines is materially disadvantageous to the shareholders or  any  of the policyholders unless a further public hearing is held on the plan as amended  if  the amendment is made after the public hearing, or the plan as amended is submitted  for  reconsideration  by  the  shareholders  or policyholders,  whichever  is  disadvantaged  by  the  amendment, if the amendment is made after the plan has been approved by  the  shareholders or  policyholders  under the conditions and procedures determined by the superintendent in accordance with this section.  (e) Upon  submission  to  him  of  the  plan  of  reorganization,  the superintendent  may  request any additional documents or information and may examine the guarantee capital insurer or any of its  affiliates,  to the  extent  he  may determine to be necessary to enable him to make the findings required by this section for the approval by him of the plan of reorganization.  (f)  The  superintendent  shall  appoint   one   or   more   qualified disinterested   persons   to  appraise  in  writing  the  value  of  the policyholders' equity interest and the value of the consideration to  be given to the policyholders in exchange for their equity interest or into which  such  equity interest shall be converted. Such valuation shall be made on a fair and equitable basis taking into account the latest  filed annual  or quarterly statement of the guarantee capital insurer, and any significant developments  occurring  subsequent  to  the  date  of  such statement.  The  appraisers may request of the guarantee capital insurer access to its books and records and the furnishing by it  of  any  other information  in  its  possession, to the extent they may reasonably deem necessary to make the valuations contemplated by this  subsection.  They shall  report  to the superintendent any instance in which the guarantee capital insurer fails to provide any information requested by them.  The appraisers  shall not, under judicial process or otherwise, be obligated or  permitted  to  divulge  to  anyone  except  the  superintendent  any information  not  otherwise  publicly  available which is so obtained by them. The appraisers shall receive reasonable compensation and shall  be reimbursed  for reasonable expenses incurred in performing their duties. They may, as necessary, employ consultants to advise them  on  technical matters  associated  with  the  appraisal. The appraisal report shall be made to the superintendent. In making the determinations contemplated by this section, the superintendent shall not be  bound  by  any  findings,  conclusions  or  recommendations made by the appraisers. All information obtained by the  superintendent  pursuant  to  this  section,  including without  limitation  information  obtained  through examinations by him, reports  of  appraisers  and other information secured by appraisers and turned over to the superintendent, are hereby specifically exempted,  as contemplated by paragraph (a) of subdivision two of section eighty-seven of  the public officers law, from disclosure by the superintendent under said section eighty-seven. Such exemption shall not preclude  or  exempt the  superintendent  from  disclosure  of  such  information pursuant to judicial process  under  provisions  of  law  other  than  said  section eighty-seven.  (g)  The  superintendent shall hold a public hearing upon the fairness of the terms and conditions of the exchange of the policyholders' equity interest for the securities or other consideration provided for  by  the plan  of  reorganization  and  upon whether the reorganization is in the public interest. Notice stating the  time,  place  and  purpose  of  the hearing  shall  be  mailed  to each holder of guarantee capital and each policyholder entitled under the plan to receive  such  consideration  at his  address as shown on the records of the guarantee capital insurer at least thirty days before the date of the hearing. Such notice  shall  be preceded  or  accompanied  by  a true and complete copy of the plan or a summary thereof  approved  by  the  superintendent  and  by  such  other explanatory  information as the superintendent shall approve or require. In addition, the guarantee capital insurer  shall  give  notice  of  the time,  place and purpose of the hearing by publication in a newspaper of general circulation in the city in which the insurer has  its  principal office  and  in  two  other  newspapers  of general circulation in other cities within or without this state approved by the superintendent. Such newspaper publications shall be made not less than fifteen days nor more than sixty days before the hearing and shall be in form approved by  the superintendent.  (h)  (1)  A  proposal  to  approve the plan of reorganization shall be submitted to a meeting of shareholders and policyholders. Notice stating the time, place and purpose of such meeting shall be mailed to each such shareholder and policyholder of record as of the  record  date  for  the meeting, at his address as shown on the records of the guarantee capital insurer,  at  least  thirty  days  before  the date of the meeting. Such notice may be combined with notice of the  public  hearing  required  by this section. Such notice shall be preceded or accompanied by a true and complete  copy  of  the  plan  or  a  summary  thereof  approved  by the superintendent  and  by  such  other  explanatory  information  as   the superintendent shall approve or require.  (2)  Each  shareholder of record as of the record date for the meeting shall be entitled to cast one vote at such  meeting,  in  person  or  by proxy,  for  each  share held of record by him on such record date. Each policyholder of record as of the record date for the  meeting  shall  be entitled  to  cast  one  vote  at  such  meeting, in person or by proxy, irrespective of the number or amount of the policies he holds. Any proxy shall be revocable at any time except to the extent that, at the time of exercise, the power conferred thereby has been exercised.  The  presence in  person or by proxy of (i) the holders of record of two-thirds of the outstanding shares  of  guarantee  capital,  and  (ii)  such  number  of policyholders as attend in person or proxy shall constitute a quorum for the  meeting.  All  votes  shall  be by written ballot cast in person by shareholders or policyholders entitled to vote or by proxy  agents  duly appointed  by  shareholders  or  policyholders  entitled  to  vote.  The proposal to approve the plan of reorganization may  be  adopted  by  the affirmative  vote  of  two-thirds of all guarantee capital shares issued  and outstanding as of the  record  date  and  the  affirmative  vote  of two-thirds of all votes cast by policyholders or record as of the record date.  (3)  The  superintendent  shall have power to supervise and direct and prescribe rules governing the procedure for the conduct of  the  meeting to  such  extent,  consistent with the provisions of this section, as he deems necessary to insure a fair and accurate vote.  Such  powers  shall include  but  not  be limited to power to supervise and regulate (i) the determination of the shareholders and policyholders entitled  to  notice of  and  to  vote  at  the meeting, (ii) the giving of notice, (iii) the receipt, custody, safeguarding, verification  and  tabulation  of  proxy forms and ballots, and (iv) the resolution of disputes.  (4)  The superintendent shall appoint as inspectors an adequate number of personnel of the department of financial services or other  competent and   disinterested   persons  and  may  appoint  if  necessary,  expert accountants and other assistants and may authorize  the  procurement  of stationery  and  supplies  necessary  for  conducting  the  election and canvassing the votes.  The inspectors shall have power to determine  all questions  concerning  the  verification of the ballots and proxies, the ascertainment of the validity thereof, the qualifications of the  voters and  the  canvass  of the vote, and with respect thereto shall act under such  rules  as  shall  be  prescribed  by   the   superintendent.   Any disagreement  among  the  inspectors  shall  be reported to and shall be resolved by the superintendent. Any determinations by the inspectors  or the superintendent shall be subject to judicial review.  (5)  Representatives  of  the  shareholders  and of the policyholders, including representatives of shareholders and policyholders favoring  or opposing  the  approval  of  the  plan,  shall be entitled to be present during the filing, casting, verification and canvassing of  the  proxies and  ballots  and  shall  be  entitled to examine and object to any such proxy or ballot. The superintendent or  the  inspectors  may  limit  the number  of  persons  representing any interested person or group and may specify fair and  reasonable  procedures  for  the  examination  of  and presentation of objections to the proxies and ballots. Costs incurred in providing  such  representation  shall not be a charge upon or paid from the funds of the guarantee capital insurer.  (6) Neither the guarantee capital insurer nor any  officer,  agent  or employee  thereof  shall  knowingly omit, from any list of policyholders entitled to notice  of  the  meeting,  the  name  of  any  policyholders required  to  be  included  therein, or shall knowingly omit to give the correct name and address of any policyholder, or shall knowingly give  a wrong  address.  No  person shall conceal or withhold or aid or abet any other person in concealing or withholding any proxy or ballot  from  the authorized custodians thereof or from the inspectors. No policyholder or shareholder shall sell or offer to sell any vote or proxy for any sum of money  or anything of value other than the consideration provided for in the plan of reorganization if said plan becomes effective.  (7)  All  ballots  and  proxies  received  by  the  inspectors   shall immediately  upon  the  completion  of  the  canvass be placed in sealed packages and shall be preserved by the said inspectors for a  period  of one  year,  subject to the order of any court having jurisdiction of any proceedings relating thereto, and then  shall  be  turned  over  to  the guarantee   capital   insurer,   or  the  reorganized  insurer,  if  the reorganization has become effective.  (8) The meeting and  the  conduct  thereof  shall  at  all  times,  on petition  of the superintendent or of any person or persons whose rights may be affected, be subject  to  the  supervision  and  control  of  the  supreme  court  in  the judicial district in which the guarantee capital insurer has its home office.  (9)  The inclusion by the guarantee capital insurer of the name of any person in any list of policyholders required by this section  shall  not be  construed  as  an  admission  by such insurer of the validity of any policy or contract and no such list shall be competent evidence  against such  insurer  in  any action or proceeding in which the question of the validity of any policy or contract or of any claim under it is involved.  (10) The provisions of section four thousand two hundred ten  of  this chapter  shall  not apply to a meeting of shareholders and policyholders held pursuant to this section.  (11) Upon the conclusion of the vote, the  guarantee  capital  insurer shall  submit  to the superintendent (i) a certified copy of the plan of reorganization, subscribed by the chairman of the board,  the  president or  any  vice  president  and  attested by the secretary or an assistant secretary  of  the  guarantee  capital  insurer,  (ii)  a   certificate, subscribed  by  the  chairman  of  the  board, the president or any vice president and attested by the secretary or assistant  secretary  of  the guarantee  capital  insurer,  or subscribed by the person or persons, if any, designated by the superintendent to supervise the giving of  notice of  the  meeting,  to the effect that notice of the meeting was given in accordance with this section to all persons entitled to such notice, and (iii) a certificate subscribed by the inspectors of  the  attendance  at the  meeting and of the results of the vote thereat, as evidenced by the valid proxies and ballots filed thereat. Each such certificate shall  be affirmed as true under the penalties of perjury by the person or persons subscribing  the  same  and,  in  the  case  of  a certificate signed by officers of the guarantee capital insurer, shall be affirmed  under  the corporate seal of the guarantee capital insurer.  (i)  The  superintendent  shall  approve the plan of reorganization in writing if he finds that the proposed reorganization  does  not  violate this  chapter  and  is  fair  and  equitable to the shareholders and the policyholders and the public,  and  that  after  giving  effect  to  the reorganization,  the  reorganized insurer would have capital and surplus at least equal to the  minimum  capital  and  surplus  required  by  the superintendent  for  a newly organized stock insurer doing the same kind or kinds of insurance business, or an amount of capital and surplus  the superintendent  deems to be reasonably necessary for the solvency of the reorganized insurer, whichever is the greater. If  approval  is  denied, the  denial shall be in writing setting forth a statement of the reasons therefor and the guarantee capital insurer shall have  the  right  to  a hearing before the superintendent within thirty days of the date of such denial.  Unless  otherwise  agreed by the guarantee capital insurer, the superintendent shall approve or disapprove the plan  in  writing  on  or before  a date which is the later of: (i) sixty days after submission to him of the report of the appraiser or appraisers appointed  pursuant  to subsection  (f) of this section, (ii) sixty days after the conclusion of the public hearing required by subsection (g) of this section, or  (iii) ten  days  after  certification to him of the results of the vote at the meeting held pursuant to subsection (h) of this section.  (j) When the superintendent has given his  approval  of  the  plan  of reorganization  as  provided  in  subsection  (i)  of  this  section and certification  of  approval  of  the  plan  has   been   made   to   the superintendent  as provided in subsection (h) of this section, a copy of the plan of reorganization with the superintendent's  approval  endorsed thereon  shall be filed in the office of the superintendent. In the case of a merger, a copy of such plan shall also be filed in  the  office  of the  clerk  of  the  county  where the principal office of the guarantee  capital insurer and the domestic stock insurer is located. The  plan  of reorganization  shall  take  effect  in accordance with its terms on the date when the filings required by this subsection have been made  or  on such  later  date,  if  any,  as may have been specified in such plan or pursuant thereto.  (k) Upon the conversion of the guarantee capital insurer or merger  in the  manner herein provided, all the rights, franchises and interests of the former guarantee  capital  insurer,  in  and  to  every  species  of property,  real,  personal  and  mixed,  and  things in action thereunto belonging, shall be deemed transferred to and vested in the  reorganized insurer,   without  any  other  deed  or  transfer;  and  simultaneously therewith such company shall be  deemed  to  have  assumed  all  of  the obligations  and  liabilities  of  the former guarantee capital insurer, other  than  obligations   and   liabilities   with   respect   to   the policyholders' equity interest eliminated by the plan of reorganization.  (l)  No  action or proceeding pending at the time of the conversion or merger to which the guarantee capital insurer may be a  party  shall  be abated  or  discontinued by reason of such conversion or merger, but the same may be prosecuted to final judgment in the same manner  as  if  the conversion or merger had not taken place, or the reorganized insurer may be  substituted  in  place of such guarantee capital insurer by order of the court in which the action or proceeding may be pending.  (m) The directors and officers of the guarantee capital insurer  shall serve  as  directors  and  officers of the reorganized insurer until new directors and officers have been duly elected and qualified pursuant  to the charter and by-laws of the reorganized insurer.  (n)  The guarantee capital insurer shall deliver to the superintendent at the time of submission  of  the  plan  of  reorganization  a  written undertaking in form and substance satisfactory to the superintendent and signed by the guarantee capital insurer and by such other persons as the superintendent may require, specifying the manner in which all costs and expenses  incurred  in  any  manner  in  connection  with  the  plan  of reorganization shall be  paid  or  reimbursed.  Such  undertaking  shall provide for the payment or reimbursement of all expenses incurred by the superintendent  or  the  department  of financial services in connection with the plan of reorganization, other than normal operating expenses of the department of financial services. Such undertaking shall provide  to the  effect that no payment of expenses by the guarantee capital insurer or  the  reorganized  insurer  shall,  after  giving   effect   to   any reimbursement  or  contribution  received  by  such insurer with respect thereto, have the effect of reducing the consideration to be paid to the policyholders pursuant to the plan of reorganization or of reducing  the portion  of the surplus of the reorganized insurer which is attributable to policyholders. The said undertaking shall apply to expenses  incurred prior  to  the submission of the plan of reorganization as well as those incurred thereafter and shall be binding whether  or  not  the  plan  of reorganization   takes   effect.   The   consideration  to  be  paid  to policyholders pursuant  to  the  plan  shall  not  be  subject  to  this subsection nor to said undertaking.  (o)  Notice  of the pendency of the proposed reorganization and of the effect thereof shall be given by the guarantee capital  insurer  or  the reorganized  insurer  in  a manner satisfactory to the superintendent to all persons to whom the guarantee capital  insurer  or  the  reorganized insurer  delivers  insurance contracts which are issued after the record date  specified  for  policyholders  entitled  to  receive  any  of  the consideration  provided for in the plan of reorganization but are issued on or before the date sixty days after such record  date.  Such  persons shall have the right to rescind such contracts, and to receive refund of  any  amounts paid with respect thereto by written notice to such insurer or its agent given within ten days of their  receipt  of  the  aforesaid notice given by such insurer.  (p)  If  the  plan  of  reorganization takes effect, the rights of all policyholders thereafter shall be as specified in  the  charter  of  the reorganized insurer and in their insurance contracts and they shall have no  rights  under  the  charter  of  the  guarantee capital insurer. The reorganized insurer shall thereafter be subject to all laws,  rules  and regulations  applicable to domestic stock life insurers and shall not be subject to any laws, rules or regulations of this  state  applicable  to domestic mutual insurers and not to domestic stock life insurers. If the reorganized  insurer  has  outstanding shares of guarantee capital after the reorganization takes effect, the reorganization shall not affect the rights of such shares as provided in  the  charter  of  the  reorganized insurer  but for all other purposes of this chapter such shares shall be deemed to constitute shares of stock.  (q) If the guarantee capital insurer  complies  substantially  and  in good  faith  with  the  requirements of this section with respect to the giving of any required notice  to  shareholders  or  policyholders,  its failure  in  any  case  to  give  such  notice  to any person or persons entitled thereto shall not  impair  the  validity  of  the  actions  and proceedings  taken  under  this  section  or  entitle such person to any injunctive or other equitable  relief  with  respect  thereto  but  this subsection  shall not impair any claim for damage such person or persons would otherwise have due to such failure.  (r) A shareholder  or  policyholder  whose  shares  or  policyholder's equity   interest  would  be  exchanged  for  or  converted  into  other consideration pursuant to a plan of reorganization adopted  pursuant  to this  section  shall, by complying with section six hundred twenty-three of the business corporation law, except as otherwise  provided  in  this subsection,  have the right to receive payment for the fair value of his shares or policyholder's equity interest. In the case of a policyholder, no act pursuant to such section six hundred twenty-three, and no receipt by him of any payment pursuant to  such  section  with  respect  to  his policyholder's  equity  interest,  shall  impair or otherwise affect his rights expressly conferred  by  his  insurance  contract  which  are  in addition  to  those  rights conferred by or arising under the charter of the guarantee capital insurer. The provisions of section seven  thousand one  hundred  nineteen  of  this  chapter  shall  not apply in case of a reorganization under this section. For purposes of this subsection,  the provisions   of   section  six  hundred  twenty-three  of  the  business corporation  law,  other  than  paragraphs  (i)  and  (m)  thereof   are applicable except that:  (1)  The  references to "this chapter" in paragraph (a) of section six hundred twenty-three of the business corporation law are deemed to refer to this section.  (2) The references used in section six  hundred  twenty-three  of  the business  corporation law to "shareholder" and "shareholders" are deemed to include a policyholder or policyholders and the references therein to "shares" are, in the case of a policyholder,  deemed  to  refer  to  his policyholder's equity interest.  (3)  The  term  "shareholders  authorization date" used in section six hundred twenty-three of the business corporation law is deemed to  refer to the date of the meeting required by subsection (h) of this section.  (4)  In  the  case  of a policyholder, the information with respect to shareholdings required by paragraphs (a) and (c) of section six  hundred twenty-three  of  the  business  corporation  law to be contained in the notice of election to dissent is deemed to refer to the policy number of  the policyholder's insurance contract entitling him to a  policyholder's equity interest.  (5)  Notwithstanding paragraph (e) of section six hundred twenty-three of the business corporation  law,  upon  filing  by  a  policyholder  of election to dissent the policyholder shall cease to have any rights with respect  to his policyholder's equity interest, but his rights expressly conferred by his insurance contract and  not  conferred  by  or  arising under  the charter of the guarantee capital insurer shall be unaffected. In the case of a policyholder, the provisions of paragraph  (e)  thereof providing  for  the  reinstatement  of a shareholder's rights in certain events are deemed to provide for  reinstatement  of  his  policyholder's equity interest.  (6)  In  the case of a policyholder, the provision of paragraph (f) of section six  hundred  twenty-three  of  the  business  corporation  law, referring  to  share  certificates shall be deemed to refer to insurance contracts.  (7) Any provision of paragraph (g) of section six hundred twenty-three of the business corporation law to  the  contrary  notwithstanding,  the written  offer  made pursuant to said paragraph to the policyholders who have filed notices of election to dissent shall be made at  prices  such that  the  total  price  offered  to  all  such  policyholders  shall be apportioned  among  the  different  classes  and  categories   of   said dissenting   policyholders   in   the   same   manner  as  the  plan  of reorganization provides for the total consideration to be paid  pursuant thereto  to  be  apportioned  among all of the classes and categories of policyholders.