2023 Texas Statutes › Insurance Code › Title 13 - Regulation of Professionals › Subtitle D - Other Professionals › Chapter 4151 - Third-Party Administrators › Subchapter E. Department Regulation of Administrators › Section 4151.211. Restrictions on Acquisition of Ownership Interest

Sec. 4151.211.  RESTRICTIONS ON ACQUISITION OF OWNERSHIP INTEREST.  (a)  A person may not acquire an ownership interest in an entity that holds a certificate of authority under this chapter if the person is, or after the acquisition would be, directly or indirectly in control of the certificate holder, or otherwise acquire control of or exercise any control over the certificate holder, unless the person has filed with the department under oath:
(1)  a biographical form for each person by whom or on whose behalf the acquisition of control is to be effected;
(2)  a statement certifying that no person who is acquiring an ownership interest in or control of the certificate holder has been the subject of a disciplinary action taken by a financial or insurance regulator of this state, another state, or the United States;
(3)  a statement certifying that, immediately on the change of control, the certificate holder will be able to satisfy the requirements for the issuance of a  certificate of authority; and
(4)  any additional information that the commissioner by rule may prescribe as necessary or appropriate to the public interest and the protection of the insurance consumers of this state.
(b)  The department may require a partnership, syndicate, or other group that is required to file a statement under Subsection (a) to provide the information required under that subsection for each partner of the partnership, each member of the syndicate or group, and each person who controls the partner or member.  If the partner, member, or person is a corporation or the person required to file the statement under Subsection (a) is a corporation, the department may require that the information required under that subsection be provided regarding:
(1)  the corporation;
(2)  each individual who is an executive officer or director of the corporation; and
(3)  each person who is directly or indirectly the beneficial owner of more than 10 percent of the outstanding voting securities of the corporation.
(c)  The department may disapprove an acquisition of control if, after notice and opportunity for hearing, the commissioner determines that:
(1)  immediately on the change of control the certificate holder would not be able to satisfy the requirements for the certificate of authority;
(2)  the competence, trustworthiness, experience, and integrity of the persons who would control the operation of the certificate holder are such that it would not be in the interest of the insurance consumers of this state to permit the acquisition of control; or
(3)  the acquisition of control would violate this code or another law of this state, another state, or the United States.
(d)  Notwithstanding Subsection (c), a change in control is considered approved if the commissioner has not proposed to deny the requested change before the 61st day after the date on which the department receives all information required by this section.
Added by Acts 2007, 80th Leg., R.S., Ch. 1176 (H.B. 472), Sec. 1.19, eff. September 1, 2007.