NY Ins L § 8018 (2021)
2021 New York Laws ISC - Insurance Article 80 - Mutual Holding Company 8018 - Other Requirements Applicable to a Stock Holding Company and a Mutual Holding Company.

§ 8018. Other requirements applicable to a stock holding company and a mutual  holding  company.  (a)  From and after the effective date of the plan, the mutual holding company shall hold, directly or through one  or more  stock  holding companies, at least fifty-one percent of the issued and outstanding voting stock of the reorganized insurer. The reorganized insurer and any stock holding company may issue to  the  mutual  holding company  and  to  other  persons  securities,  including  voting  stock, non-voting stock and securities convertible into  voting  or  non-voting stock, provided that, such issuance and the terms of such issuance shall have  received  the  prior  approval  of  the  superintendent, who shall consider the interests of the mutual holding company and its members and who may require that, at the time of  such  issuance,  consideration  be distributed   to   members.   For  purposes  of  the  fifty-one  percent limitation, any issued and outstanding  securities  of  the  reorganized insurer  or  any  stock holding company that are convertible into voting stock shall be considered issued and outstanding voting stock.  (b) A mutual holding company and any stock holding company shall  each be  deemed  to  be a "holding company" of the reorganized insurer within the meaning of article fifteen of this chapter, and  all  provisions  of article  fifteen  of  this chapter shall apply to transactions occurring between the mutual holding company, the stock holding  company  and  the reorganized  insurer.  Approval  of  the  plan  of reorganization by the superintendent pursuant to this article shall constitute approval of the acquisition of control by a mutual holding company and any stock holding company under section one thousand five hundred six of this chapter, the registration by the reorganized insurer as a  controlled  insurer  under section  one  thousand  five hundred three of this chapter and notice of the acquisition of shares of the reorganized insurer under section  four thousand two hundred three of this chapter.  (c)  Outside  directors of the mutual holding company, a stock holding company or the reorganized insurer shall not own  beneficially,  in  the aggregate,  more  than  three  percent  of the voting stock of the stock holding company or the reorganized insurer.  (d) In no event shall any person, directly  or  indirectly,  offer  to acquire  or  acquire  in  any  manner  beneficial ownership of more than fifteen percent of any class of voting  securities  of  the  reorganized insurer,  any  stock holding company or any other institution which owns directly or indirectly a majority or all of the voting securities of the reorganized insurer without the prior approval of the superintendent.  (e) Any issuance of voting stock or securities convertible into voting stock or options for the purchase of voting  stock  of  the  reorganized insurer  or  the  stock  holding  company  prior  to  an  initial public offering, private equity placement, or the issuance of public or private voting  stock  or  securities  convertible  into  voting  stock  of  the reorganized  insurer  or  stock  holding  company  or  any other type of capital raised shall be subject to the approval of the superintendent as to  the  proposed  valuation  of   such   stock   or   securities,   the superintendent  may  impose  conditions  upon  such  approval,  and  all expenses of the superintendent's review,  including  without  limitation those of outside consultants in reviewing such proposed valuation, shall be borne by the issuing company.  (f)  In  the  event  of  an  initial  public offering, a stock holding company or reorganized insurer may not repurchase capital  stock  within one year following the date of such initial public offering, except that repurchases of no greater than five percent of the outstanding stock may be  repurchased  during this one year period without the approval of the superintendent.  (g) In the event of any violation of this section, or  of  any  action which, if consummated, might constitute such a violation:  (l)  all  voting  stock  of the reorganized insurer, any stock holding company, or the reorganized mutual  holding  company,  acquired  by  any person  in excess of the maximum amount permitted to be acquired by such person pursuant to this subsection shall  be  deemed  to  be  non-voting stock; and  (2) in addition to any other enforcement powers of the superintendent, under  this  chapter,  such  violation  or  action  may  be  enforced or enjoined, as the case may be, by  appropriate  proceeding  commenced  on behalf  of  the  reorganized  insurer,  any stock holding company or, if applicable, a reorganized mutual holding  company,  by  the  reorganized insurer,  the  stock  holding company, the mutual holding company or the superintendent, the attorney general, any member of the  mutual  holding company  or, if applicable, a reorganized mutual holding company, or any stockholder of the reorganized insurer, any stock holding company or the reorganized mutual holding company in the supreme court in the  judicial district  in which the reorganized insurer has its home office or in any other court having jurisdiction, and such court  may  issue  any  order, injunctive or otherwise, it finds necessary to cure such violation or to prevent such action.