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 D. Control of Domestic Insurer; Acquisition or Merger › Section 823.164. Exemptions From Subchapter

Sec. 823.164.  EXEMPTIONS FROM SUBCHAPTER.  (a)  This subchapter does not apply to a transaction that is subject to:
(1)  Subchapter K or L , Chapter 882;  or
(2)  Section 887.065 or Subchapter J or K, Chapter 887.
(b)  This subchapter does not apply to a transaction that is subject to and complies with:
(1)  Chapter 828;  or
(2)  Subchapter L, Chapter 884.
(c)  This subchapter does not apply to a transaction that is subject to and complies with Sections 824.101 and 824.102 and Subchapters A and B, Chapter 824, relating to the merger or consolidation of two or more insurers, until the plan of merger or consolidation is filed by the domestic insurer with the commissioner under that chapter.  After the plan is filed, the transaction is subject to this subchapter.  The commissioner may exempt the transaction from this subchapter, other than the approval provisions of Sections 823.157-823.160, if the commissioner finds that the materials provided to shareholders and security holders in connection with the merger or consolidation, including the notice and proxy statement, contained reasonable and adequate information, including factual and financial disclosures and material, relating to that transaction.
(d)  This subchapter does not apply to a transaction that is subject to Subchapter K, Chapter 884, if the agreement to which the transaction relates is a total direct reinsurance agreement.
(e)  This subchapter does not apply to an acquisition of any voting security that, immediately before consummation of the acquisition, is not issued and outstanding by a person who is a broker-dealer under state or federal securities law if:
(1)  the acquisition is solely for resale under a plan approved by the commissioner;
(2)  the resale will not reasonably result in an acquisition of control;  and
(3)  before the resale a positive act of control relating to those shares is not committed.
(f)  This subchapter does not apply to an acquisition of a voting security of a domestic insurer by a person who:
(1)  controls the insurer if, after the acquisition, the person directly or indirectly owns or controls less than 50 percent of the issued and outstanding voting securities of the insurer;  or
(2)  before the acquisition, directly or indirectly owns or controls more than 50 percent of the issued and outstanding voting securities of the insurer.
(g)  This subchapter does not apply to an acquisition of a voting security of a domestic insurer by a person who, before the acquisition, directly or indirectly owns or controls at least 10 percent but less than 50 percent of the issued and outstanding voting securities of the insurer and who, after the acquisition, directly or indirectly owns or controls 50 percent or more of the issued and outstanding voting securities of the insurer if:
(1)  the person has applied in writing for the exemption;  and
(2)  the commissioner by order has determined that the acquisition:
(A)  will not jeopardize the financial stability of the insurer;
(B)  will not prejudice the interests of the insurer's policyholders;  and
(C)  will not adversely affect the public interest.
(h)  The commissioner by order may exempt from the application of this subchapter an offer, request, invitation, agreement, or acquisition that:
(1)  is not made or entered into to change or influence the control of a domestic insurer and does not have the effect of changing or influencing that control;  or
(2)  is not comprehended as within the purposes of this subchapter.
Added by Acts 2001, 77th Leg., ch. 1419, Sec. 1, eff. June 1, 2003.