2023 Texas Statutes › Insurance Code › Title 6 - Organization of Insurers and Related Entities › Subtitle B - Organization of Regulated Entities › Chapter 823 - Insurance Holding Company Systems › Subchapter E. Acquisition Statement › Section 823.205. Voting Securities

Sec. 823.205.  VOTING SECURITIES.  (a)  In this section, "voting security" means a voting security of a domestic insurer the acquisition of which requires the filing of a statement under Section 823.154 as a condition precedent.
(b)  A statement required under Section 823.154 must contain:
(1)  the number of shares of a voting security that the acquiring person or an affiliate of the acquiring person proposes to acquire and the terms of the acquisition;
(2)  the amount of each class of a voting security that is beneficially owned by the acquiring person and by each affiliate of the acquiring person;
(3)  the amount of each class of a voting security the beneficial ownership of which the acquiring person or an affiliate of the acquiring person has a right to acquire;
(4)  a copy of any written or confirmed description of any oral agreement, arrangement, or understanding relating to a voting security and in which the acquiring person or an affiliate of the acquiring person is involved, including an agreement, arrangement, or understanding relating to the transfer of any of the voting securities, joint ventures, loan or option agreements, puts or calls, guarantees of loans, guarantees against loss, guarantees of profits, division of losses or profits, or the giving or withholding of proxies;
(5)  a description of each purchase of a voting security, including the date of purchase, name of the purchaser, and consideration for the purchase, made during the 12 calendar months preceding the date of the filing of the statement by:
(A)  the acquiring person;  or
(B)  an affiliate, director, or executive officer of the acquiring person;
(6)  a copy of any written, or a confirmed description of any oral, recommendation to purchase a voting security made during the 12 calendar months preceding the date of the filing of the statement by:
(A)  the acquiring person;
(B)  an affiliate of the acquiring person;  or
(C)  a person based on an interview with, or at the suggestion of, the acquiring person or an affiliate of the acquiring person;
(7)  a copy of each tender offer for, request or invitation for tender of, exchange offer for, or agreement to acquire or exchange a voting security and any additional distributed soliciting material relating to that offer, request, invitation, or agreement;
(8)  a copy of any written, or a confirmed description of any oral, agreement, arrangement, or understanding made with a broker-dealer relating to the solicitation of a voting security for tender, and the amount of any compensation, including fees and commissions, to be paid to a broker-dealer with regard to the solicitation;  and
(9)  any additional information the commissioner by rule prescribes as necessary or appropriate to protect:
(A)  policyholders of the insurer whose voting securities are to be acquired;  or
(B)  the public.
(c)  An insurer required to file information under Section 823.154 may satisfy the requirement of Section 823.052(c-1) by providing the commissioner with the most recently filed parent corporation reports that have been filed with the United States Securities and Exchange Commission, if required by the commissioner.
Added by Acts 2001, 77th Leg., ch. 1419, Sec. 1, eff. June 1, 2003.
Amended by:
Acts 2011, 82nd Leg., R.S., Ch. 922 (S.B. 1431), Sec. 15, eff. September 1, 2011.