reglab/statecodes huggingface dataset:
2023 Tennessee Code › Title 56 - INSURANCE (§§ 56-1-101 — 56-61-125) › Chapter 9 - INSURERS REHABILITATION AND LIQUIDATION ACT (§§ 56-9-101 — 56-9-511) › Part 4 - INTERSTATE RELATIONS (§§ 56-9-401 — 56-9-410) › Section 56-9-404 - Ancillary receivers - Duties and powers

(a)
If a domiciliary liquidator has been appointed for an insurer not domiciled in this state, the commissioner may file a petition with the chancery court of Davidson County requesting appointment as ancillary receiver in this state:
(1)
If the commissioner finds that there are sufficient assets of the insurer located in this state to justify the appointment of an ancillary receiver; and
(2)
If the protection of creditors or policyholders in this state so requires.
(b)
The court may issue an order appointing an ancillary receiver in whatever terms it deems appropriate. The filing or recording of the order with the recorder of deeds in this state imparts the same notice as a deed, bill of sale or other evidence of title duly filed or recorded with that recorder of deeds.
(c)
(1)
When a domiciliary liquidator has been appointed in a reciprocal state, then the ancillary receiver appointed in this state may, whenever necessary, aid and assist the domiciliary liquidator in recovering assets of the insurer located in this state.
(2)
The ancillary receiver shall, as soon as practicable, liquidate from their respective securities those special deposit claims and secured claims that are proved and allowed in the ancillary proceedings in this state, and shall pay the necessary expenses of the proceedings. The ancillary receiver shall promptly transfer all remaining assets, books, accounts and records to the domiciliary liquidator.
(3)
Subject to this section, the ancillary receiver and the ancillary receiver's deputies have the same powers and are subject to the same duties with respect to the administration of assets as a liquidator of an insurer domiciled in this state.
(d)
When a domiciliary liquidator has been appointed in this state, ancillary receivers appointed in reciprocal states have, as to assets and books, accounts, and other records in their respective states, rights, duties and powers corresponding to those provided in subsection (c) for ancillary receivers appointed in this state.
Acts 1991, ch. 142, § 4.
2023 Tennessee Code › Title 56 - INSURANCE (§§ 56-1-101 — 56-61-125) › Chapter 9 - INSURERS REHABILITATION AND LIQUIDATION ACT (§§ 56-9-101 — 56-9-511) › Part 4 - INTERSTATE RELATIONS (§§ 56-9-401 — 56-9-410) › Section 56-9-405 - Institution of proceedings by commissioner upon request from officials of other states

The commissioner, in the commissioner's sole discretion, may institute proceedings under §§
56-9-201
and
56-9-202
, at the request of the commissioner or other appropriate insurance official of the domiciliary state of any foreign or alien insurer having property located in this state.
Acts 1991, ch. 142, § 4.
2023 Tennessee Code › Title 56 - INSURANCE (§§ 56-1-101 — 56-61-125) › Chapter 9 - INSURERS REHABILITATION AND LIQUIDATION ACT (§§ 56-9-101 — 56-9-511) › Part 4 - INTERSTATE RELATIONS (§§ 56-9-401 — 56-9-410) › Section 56-9-406 - Liquidation proceedings begun in Tennessee - Where claims filed and proved - Effect of ancillary proceedings

(a)
In a liquidation proceeding begun in this state against an insurer domiciled in this state, claimants residing in foreign countries or in states not reciprocal states must file claims in this state, and claimants residing in reciprocal states may file claims either with the ancillary receivers, if any, in their respective states, or with the domiciliary liquidator. Claims must be filed on or before the last date fixed for the filing of claims in the domiciliary liquidation proceeding.
(b)
Claims belonging to claimants residing in reciprocal states may be proved either in the liquidation proceeding in this state as provided in this chapter, or in ancillary proceedings, if any, in the reciprocal states. If notice of the claims and opportunity to appear and be heard is afforded the domiciliary liquidator of this state as provided in §
56-9-407(b)
, with respect to ancillary proceedings, the final allowance of claims by the courts in ancillary proceedings in reciprocal states shall be conclusive as to amount and as to priority against special deposits or other security located in the ancillary states, but shall not be conclusive with respect to priorities against general assets under §
56-9-330
.
Acts 1991, ch. 142, § 4.
2023 Tennessee Code › Title 56 - INSURANCE (§§ 56-1-101 — 56-61-125) › Chapter 9 - INSURERS REHABILITATION AND LIQUIDATION ACT (§§ 56-9-101 — 56-9-511) › Part 4 - INTERSTATE RELATIONS (§§ 56-9-401 — 56-9-410) › Section 56-9-407 - Liquidation proceedings in reciprocal state against insurer domiciled therein - Where claims filed and proved

(a)
In a liquidation proceeding in a reciprocal state against an insurer domiciled in that state, claimants against the insurer who reside within this state may file claims either with the ancillary receiver, if any, in this state, or with the domiciliary liquidator. Claims must be filed on or before the last dates fixed for the filing of claims in the domiciliary liquidation proceeding.
(b)
Claims belonging to claimants residing in this state may be proved either in the domiciliary state under the law of that state, or in ancillary proceedings, if any, in this state. If a claimant elects to prove the claimant's claim in this state, the claimant shall file the claimant's claim with the liquidator in the manner provided in §§
56-9-323
and
56-9-324
. The ancillary receiver shall make the ancillary receiver's recommendation to the court as under §
56-9-331
. The ancillary receiver shall also arrange a date for hearing if necessary under §
56-9-327
, and shall give notice to the liquidator in the domiciliary state, either by certified mail or by personal service at least forty (40) days prior to the date set for hearing. If the domiciliary liquidator, within thirty (30) days after the giving of the notice, gives notice in writing to the ancillary receiver and to the claimant, either by certified mail or by personal service, of the domiciliary liquidator's intention to contest the claim, the domiciliary liquidator shall be entitled to appear or to be represented in any proceeding in this state involving the adjudication of the claim.
(c)
The final allowance of the claim by the courts of this state shall be accepted as conclusive as to amount and as to priority against special deposits or other security located in this state.
Acts 1991, ch. 142, § 4.
2023 Tennessee Code › Title 56 - INSURANCE (§§ 56-1-101 — 56-61-125) › Chapter 9 - INSURERS REHABILITATION AND LIQUIDATION ACT (§§ 56-9-101 — 56-9-511) › Part 4 - INTERSTATE RELATIONS (§§ 56-9-401 — 56-9-410) › Section 56-9-408 - Attachment, garnishment or levy of execution

During the pendency in this or any other state of a liquidation proceeding, whether called by that name or not, no action or proceeding in the nature of an attachment, garnishment or levy of execution shall be commenced or maintained in this state against the delinquent insurer or its assets.
Acts 1991, ch. 142, § 4.
2023 Tennessee Code › Title 56 - INSURANCE (§§ 56-1-101 — 56-61-125) › Chapter 9 - INSURERS REHABILITATION AND LIQUIDATION ACT (§§ 56-9-101 — 56-9-511) › Part 4 - INTERSTATE RELATIONS (§§ 56-9-401 — 56-9-410) › Section 56-9-409 - Liquidation in this state involving reciprocal state - Order of distribution - Priority among owners of special deposit claims - Owners of secure claims

(a)
In a liquidation proceeding in this state involving one (1) or more reciprocal states, the order of distribution of the domiciliary state shall control as to all claims of residents of this and reciprocal states. All claims of residents of reciprocal states shall be given equal priority of payment from general assets regardless of where the assets are located.
(b)
(1)
The owners of special deposit claims against an insurer for which a liquidator is appointed in this or any other state shall be given priority against the special deposits in accordance with the statutes governing the creation and maintenance of the deposits.
(2)
If there is a deficiency in any deposit, so that the claims secured by it are not fully discharged from it, the claimants may share in the general assets, but the sharing shall be deferred until general creditors, and also claimants against other special deposits who have received smaller percentages from their respective special deposits, have been paid percentages of their claims equal to the percentage paid from the special deposit.
(c)
The owner of a secure claim against an insurer for which a liquidator has been appointed in this or any other state may surrender the owner's security and file the owner's claim as a general creditor, or the claim may be discharged by resort to the security in accordance with §
56-9-328
, in which case the deficiency, if any, shall be treated as a claim against the general assets of the insurer on the same basis as claims of unsecured creditors.
Acts 1991, ch. 142, § 4.
2023 Tennessee Code › Title 56 - INSURANCE (§§ 56-1-101 — 56-61-125) › Chapter 9 - INSURERS REHABILITATION AND LIQUIDATION ACT (§§ 56-9-101 — 56-9-511) › Part 4 - INTERSTATE RELATIONS (§§ 56-9-401 — 56-9-410) › Section 56-9-410 - Ancillary receiver - Failure to transfer assets

If an ancillary receiver in another state or foreign country, whether called by that name or not, fails to transfer to the domiciliary liquidator in this state any assets within the ancillary receiver's control, other than special deposits, diminished only by the expenses of the ancillary receivership, if any, the claims filed in the ancillary receivership, other than special deposit claims or secured claims, shall be placed in the class of claims under §
56-9-330(7)
.
Acts 1991, ch. 142, § 4.
2023 Tennessee Code › Title 56 - INSURANCE (§§ 56-1-101 — 56-61-125) › Chapter 9 - INSURERS REHABILITATION AND LIQUIDATION ACT (§§ 56-9-101 — 56-9-511) › Part 5 - SUPERVISION (§§ 56-9-501 — 56-9-511) › Section 56-9-501 - Part definitions

As used in this part, unless the context otherwise requires:
(1)
"Commissioner" means the commissioner of commerce and insurance;
(2)
"Consent" means agreement to administrative supervision by the insurer;
(3)
"Department" means the department of commerce and insurance;
(4)
"Exceeded its powers" means the following conditions:
(A)
The insurer has refused to permit examination of its books, papers, accounts, records or affairs by the commissioner, the commissioner's deputies, employees or duly commissioned examiners;
(B)
A domestic insurer has unlawfully removed from this state books, papers, accounts or records necessary for an examination of the insurer;
(C)
The insurer has failed to promptly comply with the applicable financial reporting statutes or rules and departmental requests relating to such statutes or rules;
(D)
The insurer has neglected or refused to observe an order of the commissioner to make good, within the time prescribed by law, any prohibited deficiency in its capital, capital stock or surplus;
(E)
The insurer is continuing to transact insurance or write business after its license has been revoked or suspended by the commissioner;
(F)
The insurer, by contract or otherwise, has unlawfully or has, in violation of an order of the commissioner, or has, without first having obtained written approval of the commissioner if approval is required by law:
(i)
Totally reinsured its entire outstanding business; or
(ii)
Merged or consolidated substantially its entire property or business with another insurer;
(G)
The insurer engaged in any transaction in which it is not authorized to engage under the laws of this state; or
(H)
The insurer refused to comply with a lawful order of the commissioner; and
(5)
"Insurer" means and includes every person engaged as indemnitor, surety or contractor in the business of entering into contracts of insurance or of annuities, as limited to:
(A)
Any insurer who is doing an insurer business, or has transacted insurance in this state, and against whom claims arising from that transaction may exist now or in the future;
(B)
Any fraternal benefit society that is subject to chapter 25 of this title; and
(C)
Any other person subject to this chapter.
Acts 1991, ch. 142, § 4.
2023 Tennessee Code › Title 56 - INSURANCE (§§ 56-1-101 — 56-61-125) › Chapter 9 - INSURERS REHABILITATION AND LIQUIDATION ACT (§§ 56-9-101 — 56-9-511) › Part 5 - SUPERVISION (§§ 56-9-501 — 56-9-511) › Section 56-9-502 - Applicability

This chapter shall apply to:
(1)
All domestic insurers; and
(2)
Any other insurer doing business in this state whose state of domicile has asked the commissioner to apply this chapter as regards the insurer.
Acts 1991, ch. 142, § 4.
2023 Tennessee Code › Title 56 - INSURANCE (§§ 56-1-101 — 56-61-125) › Chapter 9 - INSURERS REHABILITATION AND LIQUIDATION ACT (§§ 56-9-101 — 56-9-511) › Part 5 - SUPERVISION (§§ 56-9-501 — 56-9-511) › Section 56-9-503 - Administrative supervision of insurers by commissioner - Grounds for supervision - Duration of supervision

(a)
An insurer may be subject to administrative supervision by the commissioner if, upon examination or at any other time, it appears in the commissioner's discretion that:
(1)
The insurer's condition renders the continuance of its business hazardous to the public or to its insureds;
(2)
The insurer has exceeded its powers granted under its certificate of authority and applicable law;
(3)
The insurer has failed to comply with the applicable provisions of the insurance code;
(4)
The business of the insurer is being conducted fraudulently; or
(5)
The insurer gives its consent.
(b)
If the commissioner determines that the conditions set forth in subsection (a) exist, the commissioner shall:
(1)
Notify the insurer of the commissioner's determination;
(2)
Furnish to the insurer a written list of the requirements to abate this determination; and
(3)
Notify the insurer that it is under the supervision of the commissioner and that the commissioner is applying and effectuating this part. The action by the commissioner is subject to review pursuant to applicable state administrative procedures under the Uniform Administrative Procedures Act, compiled in title 4, chapter 5.
(c)
If placed under administrative supervision, the insurer has sixty (60) days, or another period of time as designated by the commissioner, to comply with the requirements of the commissioner, subject to this chapter.
(d)
If it is determined, after notice and hearing, that the conditions giving rise to the supervision still exist at the end of the supervision period, the commissioner may extend the period.
(e)
If it is determined that none of the conditions giving rise to the supervision exist, the commissioner shall release the insurer from supervision.
Acts 1991, ch. 142, § 4.
2023 Tennessee Code › Title 56 - INSURANCE (§§ 56-1-101 — 56-61-125) › Chapter 9 - INSURERS REHABILITATION AND LIQUIDATION ACT (§§ 56-9-101 — 56-9-511) › Part 5 - SUPERVISION (§§ 56-9-501 — 56-9-511) › Section 56-9-504 - Confidentiality of proceedings and records - Access - Applicability

(a)
Notwithstanding any other law and except as set forth in this section, proceedings, hearings, notices, correspondence, reports, records and other information in the possession of the commissioner or the department relating to the supervision of any insurer are confidential except as provided by this section.
(b)
The personnel of the department have access to these proceedings, hearings, notices, correspondence, reports, records or information as permitted by the commissioner.
(c)
The commissioner may open the proceedings or hearings or disclose the notices, correspondence, reports, records or information to a department, agency or instrumentality of this, or another, state or the United States, if the commissioner determines that the disclosure is necessary or proper for the enforcement of the laws of this state, another state or the United States.
(d)
The commissioner may open the proceedings or hearings or make public the notices, correspondence, reports, records or other information if the commissioner deems that it is in the best interest of the public or in the best interest of the insurer, its insureds, creditors or the general public.
(e)
This section does not apply to hearings, notices, correspondence, reports, records or other information obtained upon the appointment of a receiver for the insurer by a court of competent jurisdiction.
(f)
This section does not apply to hearings, notices, correspondence, reports, records or other information obtained by the placing under supervision of any insurer who derived as of the date of the supervision fifty-one percent (51%) or more of its total revenues for the past twelve (12) months from a contract or contracts with a governmental entity to provide health care services to enrollees in a publicly funded medical assistance program pursuant to title 71. In these cases, the hearings, notices, correspondence, reports, records, or other information which reflect the financial solvency of the insurer obtained during the supervision shall be open to the public under the Tennessee Public Records Act, compiled in title 10, chapter 7, unless otherwise required to be maintained as confidential under the federal or state law. An insurer within fifteen (15) days from the notice of supervision may apply to the court for a stay of application of this subsection (f), or for a protective order for particularized information that is proprietary in nature, the disclosure of which would be injurious to the rehabilitation of the insurer. This subsection (f) shall be stayed from the notice of supervision until a court of competent jurisdiction rules on the application for a stay or a protective order.
Acts 1991, ch. 142, § 4; 2002, ch. 660, § 2.
2023 Tennessee Code › Title 56 - INSURANCE (§§ 56-1-101 — 56-61-125) › Chapter 9 - INSURERS REHABILITATION AND LIQUIDATION ACT (§§ 56-9-101 — 56-9-511) › Part 5 - SUPERVISION (§§ 56-9-501 — 56-9-511) › Section 56-9-505 - Acts the commissioner may prohibit during period of supervision

During the period of supervision, the commissioner or the commissioner's designated appointee shall serve as the administrative supervisor. The commissioner may provide that the insurer may not do any of the following things during the period of supervision, without the prior approval of the commissioner or the commissioner's appointed supervisor:
(1)
Dispose of, convey or encumber any of its assets or its business in force;
(2)
Withdraw any of its bank accounts;
(3)
Lend any of its funds;
(4)
Invest any of its funds;
(5)
Transfer any of its property;
(6)
Incur any debt, obligation or liability;
(7)
Merge or consolidate with another company;
(8)
Approve new premiums or renew any policies;
(9)
Enter into any new reinsurance contract or treaty;
(10)
Terminate, surrender, forfeit, convert or lapse any insurance policy, certificate or contract, except for nonpayment of premiums due;
(11)
Release, pay or refund premium deposits, accrued cash or loan values, unearned premiums, or other reserves on any insurance policy, certificate or contract;
(12)
Make any material change in management; or
(13)
Increase salaries and benefits of officers or directors or the preferential payment of bonuses, dividends or other payments deemed preferential.
Acts 1991, ch. 142, § 4.
2023 Tennessee Code › Title 56 - INSURANCE (§§ 56-1-101 — 56-61-125) › Chapter 9 - INSURERS REHABILITATION AND LIQUIDATION ACT (§§ 56-9-101 — 56-9-511) › Part 5 - SUPERVISION (§§ 56-9-501 — 56-9-511) › Section 56-9-506 - Insurers may contest actions of supervisor

During the period of supervision, the insurer may contest an action taken or proposed to be taken by the supervisor, specifying the manner wherein the action being complained of would not result in improving the condition of the insurer. Denial of the insurer's request upon reconsideration entitles the insurer to request a proceeding under the Uniform Administrative Procedures Act, compiled in title 4, chapter 5.
Acts 1991, ch. 142, § 4.
2023 Tennessee Code › Title 56 - INSURANCE (§§ 56-1-101 — 56-61-125) › Chapter 9 - INSURERS REHABILITATION AND LIQUIDATION ACT (§§ 56-9-101 — 56-9-511) › Part 5 - SUPERVISION (§§ 56-9-501 — 56-9-511) › Section 56-9-507 - Commissioner - Power to institute judicial proceedings

Nothing in this chapter precludes the commissioner from initiating judicial proceedings to place an insurer in conservation, rehabilitation or liquidation proceedings or other delinquency proceedings, however designated under the laws of this state, regardless of whether the commissioner has previously initiated administrative supervision proceedings under this chapter against the insurer.
Acts 1991, ch. 142, § 4.
2023 Tennessee Code › Title 56 - INSURANCE (§§ 56-1-101 — 56-61-125) › Chapter 9 - INSURERS REHABILITATION AND LIQUIDATION ACT (§§ 56-9-101 — 56-9-511) › Part 5 - SUPERVISION (§§ 56-9-501 — 56-9-511) › Section 56-9-508 - Commissioner's authority to adopt rules

The commissioner is empowered to adopt reasonable rules necessary for the implementation of this chapter.
Acts 1991, ch. 142, § 4.
2023 Tennessee Code › Title 56 - INSURANCE (§§ 56-1-101 — 56-61-125) › Chapter 9 - INSURERS REHABILITATION AND LIQUIDATION ACT (§§ 56-9-101 — 56-9-511) › Part 5 - SUPERVISION (§§ 56-9-501 — 56-9-511) › Section 56-9-509 - Commissioner and supervisor - Meetings to carry out duties

Notwithstanding any other law, the commissioner may meet with a supervisor appointed under this chapter and with the attorney or other representative of the supervisor, without the presence of any other person, at the time of any proceeding or during the pendency of any proceeding held under this chapter, to carry out the commissioner's duties under this chapter or for the supervisor to carry out the supervisor's duties under this chapter.
Acts 1991, ch. 142, § 4.
2023 Tennessee Code › Title 56 - INSURANCE (§§ 56-1-101 — 56-61-125) › Chapter 9 - INSURERS REHABILITATION AND LIQUIDATION ACT (§§ 56-9-101 — 56-9-511) › Part 5 - SUPERVISION (§§ 56-9-501 — 56-9-511) › Section 56-9-510 - Commissioner and department - Limitation of liability

There shall be no liability on the part of, and no cause of action of any nature shall arise against, the commissioner or the department or its employees or agents for any action taken by them in the performance of their powers and duties under this chapter.
Acts 1991, ch. 142, § 4.
2023 Tennessee Code › Title 56 - INSURANCE (§§ 56-1-101 — 56-61-125) › Chapter 9 - INSURERS REHABILITATION AND LIQUIDATION ACT (§§ 56-9-101 — 56-9-511) › Part 5 - SUPERVISION (§§ 56-9-501 — 56-9-511) › Section 56-9-511 - Costs of administrative supervision

(a)
The commissioner shall have the discretion to require any insurer placed under administrative supervision, as authorized by this part, to pay any and all appropriate and reasonable costs incurred during the supervision, including, but not limited to:
(1)
The expenses of the commissioner or the commissioner's designated appointee; and
(2)
The compensation of the experts, actuaries and examiners as may be contracted for by the commissioner or the commissioner's designated appointee for the purpose of assisting in the supervision. The compensation shall be fixed at a reasonable amount commensurate with usual compensation for like services and shall not exceed one hundred fifty percent (150%) of the compensation and per diem allowances set forth in the guidelines adopted by the National Association of Insurance Commissioners.
(b)
The costs of an administrative supervision incurred by the commissioner shall be paid into the department for its use and benefit in meeting the expenses and compensation for the persons engaged in the supervision.
Acts 2004, ch. 604, § 1.
2023 Tennessee Code › Title 56 - INSURANCE (§§ 56-1-101 — 56-61-125) › Chapter 10 - MERGER, CONSOLIDATION AND EXCHANGE OF STOCK (§§ 56-10-101 — 56-10-303) › Part 1 - GENERAL PROVISIONS (§§ 56-10-101 — 56-10-111) › Section 56-10-101 - Right to merge, consolidate or exchange stock

By complying with this chapter, a domestic stock insurance company, referred to in this chapter as the "domestic company," may effect:
(1)
A merger or consolidation with one (1) or more domestic stock insurance companies, or with one (1) or more foreign stock insurance companies, if the merger or consolidation is authorized by the laws of the state under which each such foreign company is organized; or
(2)
An exchange of all the outstanding stock of its shareholders with a domestic stock corporation, or with a foreign stock corporation authorized to do business in this state, if the exchange is authorized by the laws of the state under which the foreign corporation is organized, the domestic or foreign corporation being referred to in this chapter as the "acquiring corporation," which acquiring corporation pays or provides the following consideration:
(A)
Shares of stock or other securities issued by the acquiring corporation;
(B)
Cash;
(C)
Other consideration; or
(D)
Any combination of such stock or other securities, cash or other consideration.
Acts 1968, ch. 448, § 1; T.C.A., § 56-3601.
2023 Tennessee Code › Title 56 - INSURANCE (§§ 56-1-101 — 56-61-125) › Chapter 10 - MERGER, CONSOLIDATION AND EXCHANGE OF STOCK (§§ 56-10-101 — 56-10-303) › Part 1 - GENERAL PROVISIONS (§§ 56-10-101 — 56-10-111) › Section 56-10-102 - Procedure for merger, consolidation or exchange of stock

The constituent insurance companies may adopt a plan of merger or consolidation, or the domestic insurance company and the acquiring corporation may adopt a plan of exchange of stock, as provided in §§
56-10-103
- 56-10-106.
Acts 1968, ch. 448, § 2; T.C.A., § 56-3602.
2023 Tennessee Code › Title 56 - INSURANCE (§§ 56-1-101 — 56-61-125) › Chapter 10 - MERGER, CONSOLIDATION AND EXCHANGE OF STOCK (§§ 56-10-101 — 56-10-303) › Part 1 - GENERAL PROVISIONS (§§ 56-10-101 — 56-10-111) › Section 56-10-103 - Approval of the boards of directors

(a)
The board of directors of each such corporation shall adopt a resolution approved by a majority of the whole board setting forth the proposed plan of merger, consolidation or exchange, and directing that it be submitted to a vote at a meeting of shareholders, which may be either an annual or a special meeting. The plan shall set forth:
(1)
The name of each corporation that is a party to the plan and, if the name of any of them has been changed, the name under which it was formed; and the name of the surviving corporation or the name, or the method of determining the name, of the consolidated corporation;
(2)
The terms and conditions of the proposed merger, consolidation or exchange of stock;
(3)
The manner and basis of carrying the merger, consolidation or exchange into effect; and
(4)
In the case of a merger, a statement of any amendments or changes in the charter of the surviving corporation to be effected by the merger; or in the case of a consolidation, all statements required to be included in the charter for a new corporation formed pursuant to title 48, chapter 12 or chapter 52, as applicable.
(b)
No director, officer, agent or employee of any such corporation shall receive any fee, commission, compensation or other valuable consideration whatsoever for in any manner aiding, promoting or assisting in the adoption or approval of the plan except as specifically set forth in the plan.
Acts 1968, ch. 448, § 2; T.C.A., § 56-3603.
2023 Tennessee Code › Title 56 - INSURANCE (§§ 56-1-101 — 56-61-125) › Chapter 10 - MERGER, CONSOLIDATION AND EXCHANGE OF STOCK (§§ 56-10-101 — 56-10-303) › Part 1 - GENERAL PROVISIONS (§§ 56-10-101 — 56-10-111) › Section 56-10-105 - Approval of shareholders

The plan as approved by the commissioner shall then be submitted to a vote of the shareholders of each corporation that is a party to the plan at an annual or special meeting of the shareholders. Written notice of the meeting shall be given in the manner required by §
48-17-105
, shall state the right of a shareholder to dissent and receive fair value for the shareholder's shares, and shall contain a copy or summary of the plan of merger, consolidation, or exchange. The plan shall be approved upon receiving the affirmative votes of the holders of at least two thirds (2/3) of the outstanding shares of capital stock of each such corporation or of such larger proportion of shares as may be specified in the plan. Notwithstanding the approval, and at any time prior to the effective date of the plan as provided in §
56-10-109
, the plan may be abandoned pursuant to provisions therefor, if any, set forth in the plan.
Acts 1968, ch. 448, § 2; impl. am. Acts 1971, ch. 137, § 2; T.C.A., § 56-3605.
2023 Tennessee Code › Title 56 - INSURANCE (§§ 56-1-101 — 56-61-125) › Chapter 10 - MERGER, CONSOLIDATION AND EXCHANGE OF STOCK (§§ 56-10-101 — 56-10-303) › Part 1 - GENERAL PROVISIONS (§§ 56-10-101 — 56-10-111) › Section 56-10-106 - Foreign corporations

(a)
If one (1) or more of the constituent corporations to a merger or consolidation is a foreign corporation, the merger or consolidation shall be carried out in the following manner:
(1)
Each domestic corporation shall comply with this chapter with respect to the merger or consolidation of domestic companies, and each foreign corporation shall comply with the applicable provisions of the laws of the state under which it is organized; and
(2)
If the surviving or new corporation is to be governed by the laws of any state other than this state, it shall comply with §§
48-25-101
- 48-25-305 with respect to foreign corporations, if it is to transact business or to conduct affairs in this state, and in every case shall file with the secretary of state of this state:
(A)
An agreement that it may be served with process in this state in any proceeding for the enforcement of any obligation of any domestic corporation that is a party to the merger or consolidation and in any proceeding for the enforcement of the rights of a dissenting shareholder of any such domestic corporation against the surviving or consolidated corporation, and an irrevocable appointment of the secretary of state of this state as its agent to accept service of process in any such proceeding; and
(B)
An agreement that it will promptly pay to the dissenting shareholders of any such domestic corporation the amount, if any, to which they shall be entitled under §
56-10-110
.
(b)
The effect of the merger or consolidation shall be the same as in the case of the merger or consolidation of domestic corporations, except insofar as the laws of the state governing the surviving or consolidated company provide otherwise.
(c)
In the case of an exchange of securities, if the acquiring corporation is a foreign corporation, then the corporation shall comply with the applicable provisions of the laws of the state under which it is organized. The foreign acquiring corporation shall also procure a certificate of authority to transact business and conduct affairs in Tennessee pursuant to §§
48-25-101
- 48-25-305 and shall comply with all the law of this state relating to foreign corporations. The effect of the exchange of securities shall be as provided by this chapter, except insofar as the laws of the state under which the foreign acquiring corporation is organized provide otherwise.
Acts 1968, ch. 448, § 2; T.C.A., § 56-3606.
2023 Tennessee Code › Title 56 - INSURANCE (§§ 56-1-101 — 56-61-125) › Chapter 10 - MERGER, CONSOLIDATION AND EXCHANGE OF STOCK (§§ 56-10-101 — 56-10-303) › Part 1 - GENERAL PROVISIONS (§§ 56-10-101 — 56-10-111) › Section 56-10-107 - Articles of merger or consolidation - Agreement of exchange of stock

(a)
After the plan of merger or consolidation is approved by the shareholders of each constituent corporation, appropriate articles of merger or consolidation shall be executed by the president or any vice president and the secretary or any assistant secretary of each such corporation and filed in triplicate with the commissioner. If the articles of merger or consolidation show that the plan of merger or consolidation has been duly approved by the shareholders of each constituent corporation, as required in §
56-10-105
, and otherwise conforms to the law, the commissioner shall endorse approval on each copy of the articles, shall record one (1) copy in the commissioner's office as provided in §
56-1-604
, and shall return the other two (2) copies to the domestic company for filing and recording with the secretary of state and the register of that county in which the surviving or consolidated company has its principal office, in the same manner as provided for certificates of incorporation.
(b)
After the plan of exchange of stock is approved by the shareholders of the domestic company and the acquiring corporation, an appropriate agreement of exchange shall be executed by the president or any vice president and the secretary or any assistant secretary of each such corporation and filed in triplicate with the commissioner. If the agreement shows that the plan of exchange has been duly approved by the shareholders of the domestic company and the acquiring corporation as required by §
56-10-105
and otherwise conforms to the law, the commissioner shall endorse approval on each copy thereof, shall record one (1) copy in the commissioner's office, as provided in §
56-1-604
, and shall return one (1) copy to the domestic company and to the acquiring corporation.
Acts 1968, ch. 448, § 3; impl. am. Acts 1971, ch. 137, § 2; T.C.A., § 56-3607.
2023 Tennessee Code › Title 56 - INSURANCE (§§ 56-1-101 — 56-61-125) › Chapter 10 - MERGER, CONSOLIDATION AND EXCHANGE OF STOCK (§§ 56-10-101 — 56-10-303) › Part 1 - GENERAL PROVISIONS (§§ 56-10-101 — 56-10-111) › Section 56-10-108 - Merger of subsidiary company

If the domestic company owns at least ninety percent (90%) of the outstanding shares of another domestic or foreign stock insurance company, it may merge the other company into itself without approval by a vote of the shareholders of either company in accordance with §
48-21-102
. In the event, the approval of the commissioner shall be obtained in the manner specified in §
56-10-104
.
Acts 1968, ch. 448, § 4; impl. am. Acts 1971, ch. 137, § 2; T.C.A., § 56-3608.
2023 Tennessee Code › Title 56 - INSURANCE (§§ 56-1-101 — 56-61-125) › Chapter 10 - MERGER, CONSOLIDATION AND EXCHANGE OF STOCK (§§ 56-10-101 — 56-10-303) › Part 1 - GENERAL PROVISIONS (§§ 56-10-101 — 56-10-111) › Section 56-10-109 - Effect of merger, consolidation or exchange of stock

(a)
The effect of the merger or consolidation shall be as provided in §
48-21-108
.
(b)
The plan of exchange and the issuance and exchange of securities provided for therein shall become effective when the agreement of exchange has been recorded by the commissioner, or upon such later date as may be specified in the agreement, which may not be later than thirty (30) days after the recording. Upon the plan of exchange becoming effective, the issuance and exchange of securities provided for therein shall be deemed to have been consummated, each shareholder of the domestic company shall cease to be a shareholder of the company and the ownership of all shares of the issued and outstanding stock of the domestic company shall vest in the acquiring corporation automatically without any physical transfer or deposit of certificates representing the shares.
(c)
Certificates representing shares of stock of the domestic company prior to the plan of exchange becoming effective shall, after the plan of exchange becomes effective, represent:
(1)
Shares of the issued and outstanding capital stock or other securities issued by the acquiring corporation; and
(2)
The right, if any, to receive such cash or other consideration upon such terms as shall be specified in the plan of exchange. The certificates representing shares of stock of the domestic company may, after the plan of exchange becomes effective, be exchanged for shares of stock or other securities issued by the acquiring corporation or cash or other consideration or any combination thereof upon the terms as are specified in the plan of exchange.
Acts 1968, ch. 448, § 5; T.C.A., § 56-3609.
2023 Tennessee Code › Title 56 - INSURANCE (§§ 56-1-101 — 56-61-125) › Chapter 10 - MERGER, CONSOLIDATION AND EXCHANGE OF STOCK (§§ 56-10-101 — 56-10-303) › Part 1 - GENERAL PROVISIONS (§§ 56-10-101 — 56-10-111) › Section 56-10-110 - Authorized insurance business and regulatory authority

(a)
Nothing in this chapter shall affect the power of the commissioner to regulate, supervise and control insurance companies to the extent of and as provided by this title, nor shall anything in this chapter be construed to authorize any insurance company to engage in any kind or kinds of insurance business not authorized by its charter, or to authorize any acquiring corporation that is not an insurance company to engage directly in the business of insurance.
(b)
Subsequent to the effective date of any plan of exchange, the commissioner, having regard to the findings stated in §
56-10-104
, shall have authority to require that the affairs of the domestic company be conducted in a manner as to assure the continued safe conduct and transaction of the business of insurance of the domestic company.
Acts 1968, ch. 448, § 6; impl. am. Acts 1971, ch. 137, § 2; T.C.A., § 56-3610.
2023 Tennessee Code › Title 56 - INSURANCE (§§ 56-1-101 — 56-61-125) › Chapter 10 - MERGER, CONSOLIDATION AND EXCHANGE OF STOCK (§§ 56-10-101 — 56-10-303) › Part 1 - GENERAL PROVISIONS (§§ 56-10-101 — 56-10-111) › Section 56-10-111 - Appraisal right of dissenting shareholders

Any shareholder of any domestic stock insurance company which is a party to a merger, consolidation or exchange of securities as described in this chapter shall have the right to dissent and receive fair value for the shareholder's shares by complying with the procedure set forth in §
48-23-102
.
Acts 1968, ch. 448, § 7; T.C.A., § 56-3611.
2023 Tennessee Code › Title 56 - INSURANCE (§§ 56-1-101 — 56-61-125) › Chapter 10 - MERGER, CONSOLIDATION AND EXCHANGE OF STOCK (§§ 56-10-101 — 56-10-303) › Part 2 - TENDER OFFERS (§§ 56-10-201 — 56-10-207) › Section 56-10-201 - Part definitions

As used in this part, unless the context otherwise requires:
(1)
"Commissioner" means the commissioner of commerce and insurance;
(2)
"Control" means actual working control, in whatever manner exercised. If, as a result of the consummation of any acquisition, any person would own in excess of ten percent (10%) of the voting security of a domestic insurer, it shall be presumed that the person could, directly or indirectly, acquire control of the insurer. Any such presumption may be rebutted by evidence, at a hearing called by the commissioner at the request of the person against whom the presumption operates, but the presumption shall continue until a determination to the contrary is made;
(3)
"Domestic insurance company" means:
(A)
An insurance company incorporated under the laws of this state;
(B)
An insurance company having its principal office or place of business in this state; or
(C)
An "insurance holding company system," as defined in §
56-11-101
, having its principal office or place of business in this state or that controls an insurance company incorporated under the laws of this state; and
(4)
(A)
A corporation shall be deemed a "person"; and
(B)
When two (2) or more persons act as a partnership, limited partnership, syndicate, or other group for the purposes of acquiring securities of the insurer, the group shall be deemed a "person," and the information called for by §
56-10-202(a)(1)-(5)
shall be given with respect to each member of the group.
Acts 1969, ch. 271, § 2; impl. am. Acts 1971, ch. 137, § 2; Acts 1979, ch. 315, § 2; T.C.A., § 56-3613.
2023 Tennessee Code › Title 56 - INSURANCE (§§ 56-1-101 — 56-61-125) › Chapter 10 - MERGER, CONSOLIDATION AND EXCHANGE OF STOCK (§§ 56-10-101 — 56-10-303) › Part 2 - TENDER OFFERS (§§ 56-10-201 — 56-10-207) › Section 56-10-202 - Tender offer or agreement for obtaining control of domestic insurance company - Prerequisites

(a)
No person shall make a tender offer for, enter into any agreement to exchange securities for, or otherwise seek to acquire, any voting security of a domestic insurance company if, as a result of the consummation thereof, the person could, directly or indirectly, acquire control of the insurer, unless, at the time any form of initial offer is made to security holders, or prior to the acquisition of the securities, if no offer is involved, the person has filed with the commissioner and has sent to the insurer a statement containing the following information, and any additional information the commissioner may by rule or regulation prescribe as necessary or appropriate for the protection of policyholders and shareholders of the insurer, or in the public interest:
(1)
The background and identity of all persons by whom or on whose behalf the acquisition is to be effected;
(2)
The source and amount of the funds or other considerations used or to be used in making the acquisition;
(3)
Any plans or proposals which the persons may have to liquidate the insurer, to sell its assets or merge or consolidate it with any person, or to make any other major change in its business or corporate structure or management;
(4)
The number of shares of the security that the person proposes to acquire, and the terms of the offer or exchange, as the case may be; and
(5)
Information as to any contracts, arrangements or understandings with any party with respect to any securities of the insurer, including, but not limited to, transfer of any of the securities, option arrangements, puts or calls, or the giving or withholding of proxies, naming the party with whom the contract, arrangements or understandings have been entered into, and giving the details of the activity.
(b)
If any material change occurs in the facts set forth in the statement filed with the commissioner and sent to the insurer pursuant to this section, an amendment shall be filed immediately with the commissioner and sent immediately to the insurer setting forth the changes.
Acts 1969, ch. 271, § 1; impl. am. Acts 1971, ch. 137, § 2; T.C.A., § 56-3612.
2023 Tennessee Code › Title 56 - INSURANCE (§§ 56-1-101 — 56-61-125) › Chapter 10 - MERGER, CONSOLIDATION AND EXCHANGE OF STOCK (§§ 56-10-101 — 56-10-303) › Part 2 - TENDER OFFERS (§§ 56-10-201 — 56-10-207) › Section 56-10-203 - Use of registration statements under securities acts in making offers or agreements

If any offer or agreement referred to in §
56-10-202
is proposed to be made by means of a registration statement under the Securities Act of 1933 (
15 U.S.C. § 77a
et seq.), or in circumstances requiring the disclosure of similar information under the Securities Exchange Act of 1934 (
15 U.S.C. § 78a
et seq.), the person required to file the statement referred to in §
56-10-202
may utilize the documents in furnishing the information called for by that statement.
Acts 1969, ch. 271, § 3; T.C.A., § 56-3614.
2023 Tennessee Code › Title 56 - INSURANCE (§§ 56-1-101 — 56-61-125) › Chapter 10 - MERGER, CONSOLIDATION AND EXCHANGE OF STOCK (§§ 56-10-101 — 56-10-303) › Part 2 - TENDER OFFERS (§§ 56-10-201 — 56-10-207) › Section 56-10-204 - Disapproval of acquisition by commissioner - Hearing

The acquisitions referred to in §
56-10-202
may be made unless the commissioner, within sixty (60) days after the statement required by §
56-10-202
has been filed with the commissioner, disapproves the acquisitions; provided, that the commissioner shall have one hundred twenty (120) days within which to disapprove the acquisitions if within the sixty-day period the commissioner calls a public hearing and holds the public hearing within the one hundred twenty-day period. The commissioner shall call and hold the public hearing within the one hundred twenty-day period if requested to do so by the insurer referred to in §
56-10-202
within the sixty-day period. The commissioner may disapprove the transaction if it is found that:
(1)
Upon completion of the acquisition, the domestic insurer referred to in §
56-10-202
would be unable to satisfy the requirements for the issuance of a license to write the line or lines of insurance for which it is presently licensed;
(2)
The financial condition of the acquiring person is such as might jeopardize the financial stability of the insurer, or prejudice the interests of its policyholders or, in the case of a possible acquisition of control other than by merger or consolidation, prejudice the interests of any remaining shareholders who are unaffiliated with the acquiring person;
(3)
The plans or proposals that the acquiring person has to liquidate the insurer, to sell its assets or to merge or consolidate it with any person, or to make any other major change in its business or corporate structure or management, are unfair or prejudicial to policyholders; or
(4)
The competence, experience and integrity of those persons who would control the operation of the domestic insurer referred to in §
56-10-202
indicate that it would not be in the best interest of the policyholders and shareholders of the insurer or in the public interest to permit them to do so.
Acts 1969, ch. 271, § 4; T.C.A., § 56-3615.
2023 Tennessee Code › Title 56 - INSURANCE (§§ 56-1-101 — 56-61-125) › Chapter 10 - MERGER, CONSOLIDATION AND EXCHANGE OF STOCK (§§ 56-10-101 — 56-10-303) › Part 2 - TENDER OFFERS (§§ 56-10-201 — 56-10-207) › Section 56-10-205 - Acquisition of securities in contravention of this part - Injunction

No vote by the stockholder of record, or any other party so entitled to vote, of any security acquired or to be acquired in contravention of this part shall be valid or effective. The chancery court for the county where the principal office of the corporation is located may, without limiting the generality of its authority, upon the petition of the insurer referred to in §
56-10-202
, order the issuance or entry of any injunction or any other order which the court deems proper to effect this part.
Acts 1969, ch. 271, § 5; T.C.A., § 56-3616.
2023 Tennessee Code › Title 56 - INSURANCE (§§ 56-1-101 — 56-61-125) › Chapter 10 - MERGER, CONSOLIDATION AND EXCHANGE OF STOCK (§§ 56-10-101 — 56-10-303) › Part 2 - TENDER OFFERS (§§ 56-10-201 — 56-10-207) › Section 56-10-206 - Rules and regulations - Enforcement by commissioner

(a)
The commissioner is hereby granted authority to issue rules, regulations and orders as may be necessary to properly administer this part.
(b)
The commissioner may enforce this part and any rule, regulation or order made hereunder by appropriate application for equitable relief to the chancery court for Davidson County, which court is hereby vested with exclusive jurisdiction over such proceedings.
Acts 1969, ch. 271, § 6; T.C.A., § 56-3617.
2023 Tennessee Code › Title 56 - INSURANCE (§§ 56-1-101 — 56-61-125) › Chapter 10 - MERGER, CONSOLIDATION AND EXCHANGE OF STOCK (§§ 56-10-101 — 56-10-303) › Part 2 - TENDER OFFERS (§§ 56-10-201 — 56-10-207) › Section 56-10-207 - Right of appeal

Any person aggrieved by any act of the commissioner under this part may appeal therefrom to the chancery court for Davidson County.
Acts 1969, ch. 271, § 7; T.C.A., § 56-3618.