2023 New York Laws › ISC - Insurance › Article 16 - Subsidiaries of Domestic Property/casualty Insurance Companies and Certain Other Entities › 1603 - Notice of Intent to Acquire or Divest.

§  1603. Notice of intent to acquire or divest. (a) A domestic insurer
shall not acquire control of any  other  domestic  insurer,  whether  by
purchase of its securities or otherwise, unless:
(1) a notice of intention of such proposed acquisition shall have been
filed with the superintendent not less than ninety days, or such shorter
period  as  may  be  permitted by the superintendent, in advance of such
proposed acquisition; and
(2) the insurer receives the superintendent's prior approval.
(b) The  superintendent  shall  disapprove  such  acquisition  if  the
superintendent  determines  that the proposed acquisition is contrary to
law or determines that such proposed acquisition would  be  contrary  to
the  best  interests  of  the  parent  insurer's policyholders or of the
people of this state. Only the following factors shall be considered  in
making the foregoing determination:
(1)  the  availability  of  the  funds  or  assets  required  for such
acquisition;
(2) the fairness of any exchange of  shares,  assets,  cash  or  other
consideration for the shares or assets to be received;
(3)  the  impact  of the new operation on the parent insurer's surplus
and existing insurance business and the risks  inherent  in  the  parent
insurer's investment portfolio and operations;
(4)  the  fairness  and  adequacy  of  the  financing proposed for the
subsidiary;
(5) the likelihood of undue concentration of economic power;
(6) whether the effect of the  acquisition  may  be  substantially  to
lessen  competition  in  any line of commerce in insurance or to tend to
create a monopoly therein; and
(7) whether the acquisition might result in an excessive proliferation
of  subsidiaries  that  would   tend   to   unduly   dilute   management
effectiveness  or weaken financial strength, or otherwise be contrary to
the best interests of the  parent  insurer's  policyholders  or  of  the
people of this state.
(c)  At any time after an acquisition the superintendent may order its
disposition if the superintendent finds, after notice and an opportunity
to be heard, that its continued retention is hazardous or prejudicial to
the interests of the parent insurer's policyholders.
(d) Any domestic insurer seeking to divest its controlling interest in
another  domestic  insurer,  in  any  manner,  shall   file   with   the
superintendent,  with  a  copy  to  the  insurer, notice of its proposed
divestiture at least thirty days prior  to  the  cessation  of  control,
provided,  however  that  this  subsection  shall not apply if notice is
provided as required by subsection (a) of this section.
(e) The contents of each notice of intention of a proposed acquisition
or divestiture filed hereunder and information pertaining thereto  shall
be  kept confidential, shall not be subject to subpoena and shall not be
made public  unless  after  notice  and  opportunity  to  be  heard  the
superintendent   determines   that   the   interests  of  policyholders,
shareholders or the public will be served by publication.