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 56-10-104 - Approval of the commissioner

(a)
The constituent corporations in the case of a merger or consolidation, or the domestic company and the acquiring corporation in the case of an exchange of stock, shall then submit to the commissioner three (3) copies of the proposed plan certified by the president or a vice president of each as having been adopted by its board of directors in accordance with §
56-10-103
, together with:
(1)
Financial statements of the constituent corporations, or of the domestic company and the acquiring corporation, for its last preceding fiscal year;
(2)
Pro forma financial statements of each such corporation based on the assumption that the plan was effective as proposed at the end of the last preceding fiscal year of the domestic company;
(3)
An estimate of expenses already incurred and of expenses expected to be incurred in connection with the proposed plan;
(4)
A written statement that sets forth for each such corporation the proposed changes, if any, in management policies and in the identity of its officers and directors, which are initially contemplated should the plan be effected as proposed;
(5)
A nonrefundable fee in an amount that the commissioner shall by rule establish; and
(6)
Any other information that the commissioner may require with respect to the plan.
(b)
(1)
The commissioner shall hold a public hearing upon the terms, conditions and provisions of the proposed plan of merger, consolidation or exchange to determine if it is reasonable, fair and in the public interest. At the hearing, the shareholders and the policyholders of each such corporation, and any other interested parties, shall have the right to appear and to become parties to the proceeding.
(2)
The hearing shall be commenced not less than thirty (30) days after the date on which the plan is submitted to the commissioner. The hearing shall be held at the place, date and time that the commissioner specifies. Notice of the hearing shall be published in a newspaper having general circulation in the city or cities wherein are located the principal office of each corporation that is a party to the plan, once a week for two (2) successive weeks, the last publication of the notice to be not more than two (2) weeks prior to the hearing date. Written notice of the hearing shall be mailed at least ten (10) days prior to the hearing by each such corporation to each of their respective shareholders. All expenses of publication shall be borne as specified in the plan.
(c)
The commissioner shall issue a written order approving the plan as submitted to the commissioner, including any modifications that a majority of the whole board of directors of each corporation that is a party to the plan approves, if the commissioner finds that:
(1)
The plan, including all modifications, if effected, will not tend to affect adversely the financial stability, management, general capacity, or intention to continue the safe and prudent transaction of insurance business of any domestic insurance company that is a party to the plan;
(2)
The fulfillment of the plan will not affect either the contractual obligations of any domestic insurance company that is a party to the plan to its policyholders, or the ability and tendency of the company to render service to its policyholders in the future; and
(3)
The terms and conditions of the plan are consistent with law and are fair and reasonable.
(d)
The order of the commissioner approving or disapproving the plan shall be filed in conformity with the Uniform Administrative Procedures Act, compiled in title 4, chapter 5, within sixty (60) days after the date the plan is submitted to the commissioner. The commissioner shall give notice of the order to all parties to the proceeding and shall deliver copies thereof to each corporation that is a party to the plan. Any party to the proceeding aggrieved by the order shall be entitled to a judicial review thereof in accordance with provisions of title 27, chapter 9.
Acts 1968, ch. 448, § 2; impl. am. Acts 1971, ch. 137, § 2; T.C.A., § 56-3604; Acts 1988, ch. 663, § 2.