2023 Florida Statutes › Title XXXVII - Insurance › Chapter 628 - Stock and Mutual Insurers; Holding Companies › Part I - Stock and Mutual Insurers: Organization and Corporate Procedures (Ss. 628.011-628.535) › 628.451 - Merger or share exchange of stock insurers and other entities.

628.451 Merger or share exchange of stock insurers and other entities.—
(1) Notwithstanding general limitations on the ability of corporations to merge with other types of entities, a merger may be effected between or among one or more domestic or foreign stock insurers authorized to transact insurance in this state and one or more other entities authorized to transact insurance and self-insurance in this state, including a self-insurance trust fund existing pursuant to s. 627.357, provided, in the case of a merger of a stock insurer with a self-insurance trust fund, that the stock insurer is the surviving entity after the merger, by compliance with the applicable provisions of the statutes of this state governing the merger or share exchange of stock corporations formed for profit and the applicable provisions of the statutes and regulations of this state governing the merger or share exchange of other entities, including self-insurance trust funds, formed pursuant to the laws of this state, but subject to the special provisions of this section:
(a) A merger or share exchange may be initially proposed at any meeting of the board of directors of a domestic stock insurer by the affirmative vote of two-thirds of the total number of directors of the corporation, or at any meeting of the stockholders of the corporation by the affirmative vote of a majority of the total number of shares of stock outstanding and entitled to vote, provided the notice of such meeting sets forth such proposal.
(b) The plan of merger or share exchange, proposed as required by paragraph (a), shall be submitted to a duly called meeting of the stockholders of record of each domestic stock insurer and may become effective only if adopted at such meeting by the affirmative vote of 75 percent of the total number of shares of stock outstanding and entitled to vote. The notice of such meeting shall set forth in full the proposed plan of merger or share exchange.
(2) No such merger or share exchange shall be effectuated unless in advance thereof the plan and agreement therefor have been filed with the office and approved by it. The office shall give such approval provided it finds such plan or agreement:
(a) Is in compliance with law;
(b) Is fair to the stockholders of or other holders of interests in any insurer or self-insurer involved; and
(c) Would not substantially reduce the security of and service to be rendered to policyholders of the domestic insurer in this state or elsewhere.
(3) No director, officer, agent, or employee of any insurer party to such merger or share exchange shall receive any fee, commission, compensation, or other valuable consideration whatsoever for in any manner aiding, promoting, or assisting therein except as set forth in such plan or agreement.
(4) Any plan or proposal through which a stock insurer proposes to acquire a controlling stock interest in another stock insurer or other insurance or self-insurance entity through an exchange of stock of the first insurer, issued by the insurer for the purpose, for such controlling stock of or other interests in the second insurer or self-insurer is deemed to be a plan or proposal of merger of the second insurer or self-insurer into the first insurer for the purposes of this section and is subject to the applicable provisions hereof.
History.—s. 665, ch. 59-205; s. 1, ch. 61-5; ss. 13, 35, ch. 69-106; s. 3, ch. 76-168; s. 1, ch. 77-457; s. 21, ch. 78-95; ss. 2, 3, ch. 81-318; ss. 665, 809(1st), ch. 82-243; ss. 72, 187, 188, ch. 91-108; s. 4, ch. 91-429; s. 2, ch. 95-268; s. 1282, ch. 2003-261.