2023 New York Laws › ISC - Insurance › Article 71 - Merger, Consolidation, Redomestication, Acquisition of Assets and Acquisition of Certain Shares of Insurers › 7118 - Plan for Acquisition of Minority Interests in a Subsidiary Insurer.

§  7118.  Plan  for  acquisition of minority interests in a subsidiary
insurer. (a) Definitions. In this section:
(1) "Parent" means a corporation  directly  or  indirectly  owning  at
least ninety-five percent of the aggregate issued and outstanding shares
of all classes of voting shares of a subsidiary.
(2) "Subsidiary"  means  a domestic company whose voting shares are so
owned.
(b) Any parent or subsidiary may, pursuant to a plan  for  acquisition
of  minority  interests  in  such  subsidiary,  adopted  by the board of
directors, trustees or other governing body of the parent or subsidiary,
acquire all of the subsidiary's remaining issued and outstanding  voting
shares,   by   exchange   of   shares,  other  securities,  cash,  other
consideration or any combination thereof.
(c) Such plan shall set forth:
(1) the name of the subsidiary;
(2) the total number of issued and outstanding voting shares  of  each
class  of  the  subsidiary, the number of its shares owned by the parent
and, if either of the foregoing  is  subject  to  change  prior  to  the
effective date of acquisition, the manner in which any change may occur;
(3)  the  terms  and  conditions of the plan, including the manner and
basis of exchanging the shares  to  be  acquired  for  shares  or  other
securities  of  the  parent,  for  cash,  other  consideration,  or  any
combination of the foregoing, the proposed effective date of acquisition
and a statement clearly describing the rights of dissenting shareholders
to demand appraisal;
(4) if the parent has adopted the  plan  and  is  neither  a  domestic
corporation  nor  an  authorized  insurer,  its agreement to be bound by
section seven thousand one hundred nineteen of this article with respect
to the plan, its consent to the enforcement against it in this state  of
the  rights  of  shareholders pursuant to the plan, and a designation of
the superintendent as the agent upon whom process may be served  against
the  parent  in the manner set forth in section one thousand two hundred
twelve of this chapter in any action or proceeding to enforce  any  such
rights; and
(5)  such  other  provisions  with respect to the plan as the board of
directors,  trustees  or  other  governing  body  deems   necessary   or
desirable, or which the superintendent may prescribe.
(d)  Upon  adoption of the plan, it shall be executed by the president
and attested by the secretary, or officers corresponding  to  either  of
them,  under  the  corporate  seal of the parent or subsidiary which has
adopted the plan, as the case may be. Thereupon, a certified copy of the
plan, together with a certificate of its  adoption  subscribed  by  such
officers and affirmed by them as true under the penalties of perjury and
under  the  seal  of  the  parent or the subsidiary, as the case may be,
shall  be  submitted  to  the  superintendent  for  his  approval.   The
superintendent  shall thereupon consider the plan and, if satisfied that
it  complies  with  this  article,  is  fair  and  equitable   and   not
inconsistent  with law, he shall approve the plan. If the superintendent
disapproves the plan, notification of  his  disapproval,  assigning  the
reasons  therefor,  shall  be  given  in writing by him to the parent or
subsidiary that submitted the plan. No plan shall take effect unless the
approval of the superintendent has been obtained.
(e) If the  superintendent  approves  the  plan,  the  parent  or  the
subsidiary  which has adopted the plan shall deliver to each person who,
as of the date of delivery, is a  holder  of  record  of  shares  to  be
acquired,  a  copy  of  the  plan,  or a summary thereof approved by the
superintendent, in person or by depositing the same in the post  office,
postage  prepaid, addressed to the shareholder at his address of record.

On or before the date of acquisition proposed in the plan, the parent or
the  subsidiary  which  has  adopted  the  plan  shall  file  with   the
superintendent  a certificate, executed by its president and attested by
its  secretary,  or  by  officers  corresponding  to either of them, and
subscribed by such officers and affirmed  by  them  as  true  under  the
penalties  of  perjury,  and  under  the  seal  of  the  parent  or  the
subsidiary, as the case  may  be,  attesting  to  compliance  with  this
subsection.
(f)  Upon  compliance with this section, ownership of the shares to be
acquired pursuant to the plan shall vest in the parent or the subsidiary
which has adopted the plan on the date of acquisition  proposed  in  the
plan  whether  or  not  the  certificates  for  such  shares  have  been
surrendered for exchange. If the plan was adopted by the parent it shall
be entitled to have new certificates registered in its  name.    If  the
plan  was  adopted by the subsidiary the shares shall be retired and the
capital of the subsidiary reduced  by  the  par  value  of  the  retired
shares. Shareholders whose shares have been so acquired shall thereafter
retain  only the right either to receive the consideration to be paid in
exchange for their shares pursuant to the plan or  to  demand  appraisal
pursuant to section seven thousand one hundred nineteen of this article.
(g) Neither the right granted by this section nor the exercise thereof
by a parent or subsidiary shall preclude the exercise by it of any other
rights it may have under this article.