2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 732 - Organization and Corporate Procedures of Domestic Insurers; Regulation of Insurers Generally › Section 732.521 - Activities that are prohibited unless specified procedures followed; exceptions; notice of divestiture.

(1) Unless a person first satisfies the provisions of ORS 732.517 to 732.546, the person may not engage in any of the following activities:
(a) A person other than the person that issues voting securities of a domestic insurer may not acquire or attempt to acquire control of the domestic insurer. For purposes of this paragraph, a person acquires or attempts to acquire control of a domestic insurer if, as a result of engaging in and completing any of the following actions, in the open market or otherwise, the person would directly or indirectly control the domestic insurer, or would control the domestic insurer by exercising a right to acquire or by conversion:
(A) Making a tender offer for or a request or invitation for tenders of any voting security of the domestic insurer;
(B) Entering into any agreement to exchange securities for any voting security of the domestic insurer; or
(C) Acquiring or seeking to acquire any voting security of the domestic insurer.
(b) A person may not enter into an agreement to merge with or otherwise acquire control of a domestic insurer.
(c) A person may not engage or attempt to engage in any of the following activities:
(A) Acquiring, directly or indirectly, ownership of all or a significant portion of the assets of a domestic insurer. For purposes of this subparagraph, such an acquisition includes an offer, a request or invitation for offers, an acquisition or series of acquisitions in the open market, an exchange offer or agreement, an agreement that provides an option to purchase, or a purchase of or offer to purchase securities that are convertible into voting securities.
(B) Bulk reinsurance by one insurer of all or a significant portion of the insurance, or a major class of the insurance, in force with another insurer or related or affiliated group of insurers. The provisions of this subparagraph do not apply to ordinary or customary reinsurance, or reinsurance pursuant to a treaty or treaties approved by the director.
(C) Any other arrangement that brings together under common ownership, control or responsibility all or a significant portion of the assets, liabilities or insurance in force of two or more persons, at least one of which is a domestic insurer.
(2) The provisions of subsection (1) of this section do not apply to any offer, request, invitation, agreement or acquisition the Director of the Department of Consumer and Business Services exempts by order as:
(a) Not having been made or entered into for the purpose and not having the effect of changing or influencing the control or ownership of a domestic insurer; or
(b) Otherwise not comprehended within the purposes of subsection (1) of this section.
(3) Subject to the requirements of ORS 732.517 to 732.546, a domestic stock insurer, domestic mutual insurer, domestic reciprocal insurer or domestic health care service contractor that is a corporation for profit may merge or consolidate with a stock insurer, mutual insurer, reciprocal insurer or health care service contractor that is a corporation for profit.
(4)(a) A person that seeks in any manner to give up a controlling interest in a domestic insurer shall file a confidential notice of the person’s proposed divestiture with the director and send a copy of the notice to the domestic insurer at least 30 days before the person ceases to own or hold a controlling interest in the domestic insurer. The notice is confidential until the transaction that transfers control of the domestic insurer concludes, unless the director determines, at the director’s sole discretion, that keeping the notice confidential will interfere with the enforcement of this subsection.
(b) The director shall determine in which instances an acquisition or divestiture of control will require a person to file for and obtain approval of the transaction.
(c) This subsection does not apply if a person files a statement under ORS 732.523.
(5) If an acquisition is otherwise subject to this section, the acquiring party shall file a notice with the director in accordance with ORS 732.539. An acquiring party that does not file the notice may be subject to the penalty specified in ORS 731.988 (5). [1993 c.447 §§27,28; 1997 c.771 §19; 1999 c.362 §65; 2013 c.370 §18]