reglab/statecodes huggingface dataset:
Connecticut Administrative Code › Title 38a - Insurance Department › 124 - Insider Trading of Domestic Stock Insurance Company Equity Securities › Section 38a-124-13 - Exemption from section 38a-120 of certain transactions effected in connection with a distribution

Current through July 10, 2024
Any security shall be exempt from the operation of section
				38a-120
				of the 1965 supplement to the general statutes to the extent necessary to
				render lawful under such section any sale made by or on behalf of a dealer in
				connection with a distribution of a substantial block of securities, upon the
				following conditions:
(a) The sale is
			 represented by an over-allotment in which the dealer is participating as a
			 member of an underwriting group, or the dealer or a person acting on his behalf
			 intends in good faith to offset such sale with a security to be acquired by or
			 on behalf of the dealer as a participant in an underwriting, selling or
			 soliciting-dealer group of which the dealer is a member at the time of the
			 sale, whether or not the security to be so acquired is subject to a prior
			 offering to existing security holders or some other class of persons;
			 and
(b) Other persons not within
			 the purview of said section
			 38a-120
			 are participating in the distribution of such block of securities on terms at
			 least as favorable as those on which such dealer is participating and to an
			 extent at least equal to the aggregate participation of all persons exempted
			 from the provisions of said section
			 38a-120
			 by this rule. However, the peformance of the functions of manager of a
			 distributing group and the receipt of a bona fide payment for performing such
			 functions shall not preclude an exemption which would otherwise be available
			 under this rule.
Connecticut Administrative Code › Title 38a - Insurance Department › 124 - Insider Trading of Domestic Stock Insurance Company Equity Securities › Section 38a-124-14 - Exemption of sales of securities to be acquired from section 38a-120

Current through July 10, 2024
(a) Whenever any person is entitled, as an
			 incident to his ownership of an issued security and without the payment of
			 consideration, to receive another security "when issued" or "when distributed,"
			 the security to be acquired shall be exempt from the operation of section
			 38a-120
			 of the 1965 supplement to the general statutes provided:
(1) The sale is made subject to the same
			 conditions as those attaching to the right of acquisition, and
(2) such person exercises reasonable
			 diligence to deliver such security to the purchaser promptly after his right of
			 acquisition matures, and
(3) such
			 person reports the sale on the appropriate form for reporting transactions by
			 persons subject to section
			 38a-118
			 of said supplement.
Connecticut Administrative Code › Title 38a - Insurance Department › 124 - Insider Trading of Domestic Stock Insurance Company Equity Securities › Section 38a-124-15 - Arbitrage transactions under section 38a-122

Current through July 10, 2024
It shall be unlawful for any director or officer of the issuer
				of an equity security to effect any foreign or domestic arbitrage transaction
				in any equity security of such issuer, unless he includes such transaction in
				the statements required by section
				38a-118
				of the 1965 supplement to the general statutes and accounts to such issuer for
				the profits arising from such transaction, as provided in section
				38a-119
				of said supplement. The provisions of section
				38a-120
				of said supplement shall not apply to such arbitrage transactions. The
				provisions of the act shall not apply to any bona fide foreign or domestic
				arbitrage transaction insofar as it is effected by any person other than such
				director or officer of the issuer of such security.
Connecticut Administrative Code › Title 38a - Insurance Department › 124 - Insider Trading of Domestic Stock Insurance Company Equity Securities › Section 38a-124-16 - Reports of directors, officers and principal stockholders. Filing of statements

Current through July 10, 2024
(a) Initial
			 statements of beneficial ownership of equity securities required by section
			 38a-118
			 of the 1969 supplement to the general statutes shall be filed on Form 3, which
			 Form 3 is attached as Schedule A hereto. Statements of changes in such
			 beneficial ownership required by that section shall be filed on Form 4, also
			 attached as Schedule B hereto. All such statements shall be prepared and filed
			 in accordance with the requirements of the applicable form.
(b) Any director or officer who is required
			 to file a statement on Form 4 with respect to any change in his beneficial
			 ownership of equity securities which occurs within six months after he became a
			 director or officer of the issuer of such securities, or within six months
			 after equity securities of such issuer first became subject to the provisions
			 of the act, shall include in the first such statement the information called
			 for by Form 4 with respect to all changes in his beneficial ownership of equity
			 securities of such issuer which occurred within six months prior to the date of
			 the changes which requires the filing of such statement.
(c) Any person who has ceased to be a
			 director or officer of an issuer which has equity securities subject to the
			 provisions of the act, or who is a director or officer of an issuer at the time
			 it ceased to have any equity securities so subject, shall file a statement on
			 Form 4 with respect to any change in his beneficial ownership of equity
			 securities of such issuer which shall occur on or after the date on which he
			 ceased to be such director or officer or the date on which the issuer ceased to
			 have any equity securities so registered, as the case may be, if such change
			 shall occur within six months after any change in his beneficial ownership of
			 such securities prior to such date.
Connecticut Administrative Code › Title 38a - Insurance Department › 124 - Insider Trading of Domestic Stock Insurance Company Equity Securities › Section 38a-124-17 - Ownership of more than ten per cent of an equity security

Current through July 10, 2024
(a) In determining, for the purpose of
			 section
			 38a-118
			 of the 1969 supplement to the general statutes, whether a person is the
			 beneficial owner, directly or indirectly, of more than ten per cent of any
			 class of any equity security of an issuer, such class shall be deemed to
			 consist of the total amount of such class outstanding, exclusive of any
			 securities of such class held by or for the account of the issuer or a
			 subsidiary of the issuer; except that for the purpose of determining percentage
			 ownership of voting trust certificates or certificates of deposit for equity
			 securities, the class of voting trust certificates or certificates of deposit
			 shall be deemed to consist of the amount of voting trust certificates or
			 certificates of deposit issuable with respect to the total amount of
			 outstanding equity securities of the class which may be deposited under the
			 voting trust agreement or deposit agreement in question, whether or not all of
			 such outstanding securities have been so deposited. For the purpose of this
			 rule a person acting in good faith may rely on the information contained in the
			 latest Convention Form Statement, filed with the commissioner, with respect to
			 the amount of securities of a class outstanding or in the case of voting trust
			 certificates or certificates of deposit the amount thereof issuable.
(b) In determining for the purpose of said
			 section
			 38a-118
			 whether a person is the beneficial owner, directly or indirectly, of more than
			 ten per cent of any class of equity securities, such person shall be deemed to
			 be the beneficial owner of securities of such class which such person has the
			 right to acquire through the exercise of presently exercisable options,
			 warrants or rights or through the conversion of presently convertible
			 securities. The securities subject to such options, warrants, rights or
			 conversion privileges held by a person shall be deemed to be outstanding for
			 the purpose of computing, in accordance with subsection (a), the percentage of
			 outstanding securities of the class owned by such person but shall not be
			 deemed outstanding for the purpose of computing the percentage of the class
			 owned by any other person. This subsection shall not be construed to relieve
			 any person of any duty to comply with said section
			 38a-118
			 with respect to any equity securities consisting of options, warrants, rights
			 or convertible securities which are otherwise subject as a class to that
			 section.
Connecticut Administrative Code › Title 38a - Insurance Department › 124 - Insider Trading of Domestic Stock Insurance Company Equity Securities › Section 38a-124-18 - Disclaimer of beneficial ownership

Current through July 10, 2024
Any person filing a statement may expressly declare therein
				that the filing of such statement shall not be construed as an admission that
				such person is, for the purpose of the act, the beneficial owner of any equity
				securities covered by the statement.
Connecticut Administrative Code › Title 38a - Insurance Department › 124 - Insider Trading of Domestic Stock Insurance Company Equity Securities › Section 38a-124-19 - Exemption from sections 38a-118 and 38a-119

Current through July 10, 2024
(a) During the
			 period of twelve moths following their appointment and qualification,
			 securities held by the following persons shall be exempt from sections
			 38a-118
			 and
			 38a-119
			 of the 1965 supplement to the general statutes:
(1) Executors or administrators of the estate
			 of a decedent;
(2) guardians or
			 committees for an incompetent, and
(3) receivers, trustees in bankruptcy,
			 assignees for the benefit of creditors, conservators, liquidating agents, and
			 other similar persons duly authorized by law to administer the estate or assets
			 of other persons.
Connecticut Administrative Code › Title 38a - Insurance Department › 124 - Insider Trading of Domestic Stock Insurance Company Equity Securities › Section 38a-124-20 - Exemption from the act of securities purchased or sold by odd-lot dealers

Current through July 10, 2024
Securities purchased or sold by an odd-lot dealer (1) in odd
				lots so far as reasonably necessary to carry on odd-lot transactions or (2) in
				round lots to offset odd-lot transactions previously or simultaneously executed
				or reasonably anticipated in the usual course of business, shall be exempt from
				the provisions of the act with respect to participation by such odd-lot dealer
				in such transactions.
Connecticut Administrative Code › Title 38a - Insurance Department › 124 - Insider Trading of Domestic Stock Insurance Company Equity Securities › Section 38a-124-21 - Certain transactions subject to section 38a-118

Current through July 10, 2024
The acquisition or disposition of any transferable option, put,
				call, spread or straddle shall be deemed such a change in the beneficial
				ownership of the security to which such privilege relates as to require the
				filing of a statement reflecting the acquisition or disposition of such
				privilege. Nothing in this section, however, shall exempt any person from
				filing the statements required upon the exercise of such option, put, call,
				spread or straddle.
Connecticut Administrative Code › Title 38a - Insurance Department › 124 - Insider Trading of Domestic Stock Insurance Company Equity Securities › Section 38a-124-22 - Ownership of securities held in trust

Current through July 10, 2024
(a) Beneficial
			 ownership of a security for the purpose of section
			 38a-118
			 of the 1965 supplement to the general statutes shall include:
(1) The ownership of securities as a trustee
			 where either the trustee or members of his immediate family have a vested
			 interest in the income or corpus of the trust,
(2) the ownership of a vested beneficial
			 interest in a trust, and
(3) the
			 ownership of securities as a settlor of a trust in which the settlor has the
			 power to revoke the trust without obtaining the consent of all the
			 beneficiaries.
Connecticut Administrative Code › Title 38a - Insurance Department › 124 - Insider Trading of Domestic Stock Insurance Company Equity Securities › Section 38a-124-23 - Exemption for small transactions

Current through July 10, 2024
(a) Any acquisition
			 of securities shall be exempt from section
			 38a-118
			 of the 1969 supplement to the general statutes where (1) the person effecting
			 the acquisition does not within six months thereafter effect any disposition,
			 otherwise than by way of gift, of securities of the same class, and (2) the
			 person effecting such acquisition does not participate in acquisitions or in
			 dispositions of securities of the same class having a total market value in
			 excess of three thousand dollars for any six months' period during which the
			 acquisition occurs.
(b) Any
			 acquisition or disposition of securities by way of gift, where the total amount
			 of such gifts does not exceed three thousand dollars in market value for any
			 six months' period, shall be exempt from said section
			 38a-118
			 and may be excluded from the computations prescribed in subdivision (2) of
			 subsection (a) of this section.
(c)
			 Any acquisition of securities shall be exempt from the monthly reporting
			 requirements of said section
			 38a-118,
			 provided (1) such securities are acquired pursuant to an employee stock
			 purchase plan in which the officer is a participant and which has a maximum
			 permissible payroll deduction of not more than one hundred dollars a month, (2)
			 all securities acquired in any calendar year pursuant to such plan are reported
			 under said section
			 38a-118
			 not later than ten days following the close of such calendar year and (3) any
			 other reports filed under said section
			 38a-118
			 shall have an appropriate footnote stating that shares acquired under such
			 employee stock purchase plan have not been included in such report since they
			 are to be reported on an annual basis.
(d) Any person exempted by subsection (a) or
			 (b) of this section shall include in the first report filed by him after a
			 transaction within the exemption a statement showing his acquisitions and
			 dispositions for each six months' period or portion thereof which has elapsed
			 since his last filing.
Connecticut Administrative Code › Title 38a - Insurance Department › 138 - Insurance Holding Company Act › Section 38a-138-2 - Forms - incorporation by reference, summaries and omissions

Current through July 10, 2024
(a) Information required
			 by any item of Form A, Form B, Form D, Form D-1, Form E or Form F, may be
			 incorporated by reference in answer or partial answer to any other item. Information
			 contained in any financial statement, annual report, proxy statement, statement
			 filed with a governmental authority, or any other document may be incorporated by
			 reference in answer or partial answer to any item of Form A, Form B, Form D, Form
			 D-1, Form E or Form F, provided such document is filed as an exhibit to the
			 statement. Excerpts of documents may be filed as exhibits if the documents are
			 extensive. Documents currently on file with the Commissioner which were filed within
			 three years of the filing of the present documents need not be attached as exhibits.
			 References to information contained in exhibits or in documents already on file
			 shall clearly identify the material and shall specifically indicate that such
			 material is to be incorporated by reference in answer to the item. Matter shall not
			 be incorporated by reference in any case where such incorporation would render the
			 statement incomplete, unclear or confusing.
(b) Where an item requires a summary or outline of
			 the provisions of any document, only a brief statement shall be made as to the
			 pertinent provisions of the document. In addition to such statement, the summary or
			 outline may incorporate by reference particular parts of any exhibit or document
			 currently on file with the Commissioner which was filed not more than three years
			 before the filing of the statement and may be qualified in its entirety by such
			 reference. In any case where two or more documents required to be filed as exhibits
			 are substantially identical in all material respects except as to the parties
			 thereto, the dates of execution, or other details, a copy of only one of such
			 documents need be filed with a schedule identifying the omitted documents and
			 setting forth the material details in which such documents differ from the documents
			 a copy of which is filed.
Connecticut Administrative Code › Title 38a - Insurance Department › 138 - Insurance Holding Company Act › Section 38a-138-3 - Forms - information unknown or unavailable and extension of time to furnish

Current through July 10, 2024
(a) Information
			 required need be given only insofar as it is known or reasonably available to
			 the person filing the statement. If any required information is unknown and not
			 reasonably available to the person filing, either because the obtaining thereof
			 would involve unreasonable effort or expense, or because it rests peculiarly
			 within the knowledge of another person not affiliated with the person filing,
			 the information may be omitted, subject to the following conditions:
(1) The person filing shall give such
			 information on the subject as it possesses or can acquire without unreasonable
			 effort or expense, together with the sources thereof; and
(2) The person filing shall include a
			 statement either showing that unreasonable effort or expense would be involved
			 or indicating the absence of any affiliation with the person within whose
			 knowledge the information rests and stating the result of a request made to
			 such person for the information.
Connecticut Administrative Code › Title 38a - Insurance Department › 138 - Insurance Holding Company Act › Section 38a-138-4 - Forms - additional information and exhibits

Current through July 10, 2024
In addition to the information expressly required to be
				included in Form A, Form B, Form D, Form D-1, Form E or Form F, there shall be
				added such further material information, if any, as may be necessary to make
				the information contained therein not misleading. The person filing may also
				file such exhibits as it may desire in addition to those expressly required by
				the statement. Such exhibits shall be so marked as to indicate clearly the
				subject matters to which they refer. Amendments to Form A, Form B, Form D, Form
				D-1, Form E or Form F, shall include on the top of the cover page the phrase:
				"Amendment No. (insert number) to" and shall indicate the date of the amendment
				and not the date of the original filing.
Connecticut Administrative Code › Title 38a - Insurance Department › 138 - Insurance Holding Company Act › Section 38a-138-5 - Definitions

Current through July 10, 2024
As used in sections
				38a-138-1
				to
				38a-138-16,
				inclusive, of the Regulations of Connecticut State Agencies:
(a) "Commissioner" means the Insurance
			 Commissioner of the State of Connecticut.
(b) "Executive officer" means chief executive
			 officer, chief operating officer, chief financial officer, treasurer,
			 secretary, controller, and any other individual performing functions
			 corresponding to those performed by the foregoing officers under whatever
			 title.
(c) "Foreign insurer" shall
			 include an alien insurer except where clearly noted otherwise.
(d) "NAIC" means the National Association of
			 Insurance Commissioners.
(e)
			 "Ultimate controlling person" means that person which is not controlled by any
			 other person.
(f) Unless the
			 context otherwise requires, other terms found in sections
			 38a-138-1
			 to
			 38a-138-16,
			 inclusive, of the Regulations of Connecticut State Agencies are used as defined
			 in section 38a-129 of the Connecticut General Statutes.
Connecticut Administrative Code › Title 38a - Insurance Department › 138 - Insurance Holding Company Act › Section 38a-138-6 - Acquisition of control - statement filing; amendments to Form A; hearing

Current through July 10, 2024
A person required to file a statement pursuant to section
				38a-130 of the Connecticut General Statutes shall furnish the required
				information on Form A (Appendix A of sections
				38a-138-1
				to
				38a-138-16,
				inclusive, of the Regulations of Connecticut State Agencies). Such person shall
				also furnish the required information on Form E (Appendix E of sections
				38a-138-1
				to
				38a-138-16,
				inclusive, of the Regulations of Connecticut State Agencies). The applicant
				shall promptly advise the Commissioner of any changes in the information so
				furnished on Form A arising subsequent to the date upon which such information
				was filed with the Commissioner. The Commissioner shall hold a public hearing
				within thirty (30) days from the date at which the Commissioner determines that
				the Form A is complete in all respects. If any amendments to the Form A are
				filed after such a determination has been made by the Commissioner, the hearing
				date may be postponed by the Commissioner for a reasonable period not to exceed
				thirty (30) days after the filing of such amendment.
Connecticut Administrative Code › Title 38a - Insurance Department › 138 - Insurance Holding Company Act › Section 38a-138-7 - Acquisition under subsection (c) of section 38a-130 of the Connecticut General Statutes

Current through July 10, 2024
If a person seeks to effectuate an acquisition of control of,
				or merger with, any corporation which is not itself a domestic insurance
				company but which controls a domestic insurance company, the name of the
				domestic insurer on the cover page of Form A should be indicated as
				follows:
"ABC Insurance Company, a subsidiary of XYZ Holding Company,"
				and references to "the insurer" contained in Form A shall refer to both the
				domestic insurance company and to the corporation which controls the domestic
				insurance company.
Connecticut Administrative Code › Title 38a - Insurance Department › 138 - Insurance Holding Company Act › Section 38a-138-7a - Confidential notification of proposed divestiture

Current through July 10, 2024
(a) If any
			 person controlling a domestic insurance company is seeking to divest in any
			 manner such person's controlling interest in such insurance company, that
			 person shall file, pursuant to section 38a-130 of the Connecticut General
			 Statutes, with the Commissioner and send to such insurance company a
			 confidential notice of the proposed divestiture and information relating to the
			 proposed divestiture, except if a Form A statement has been filed with the
			 Commissioner pursuant to section 38a-130(a)(2)(A) of the Connecticut General
			 Statutes.
(b) Prior approval by the
			 Commissioner of a proposed divestiture is required if
(1) Immediately following the divestiture of
			 control the domestic insurer would not be able to satisfy the requirements for
			 the issuance of a new license to write the line or lines of insurance for which
			 the insurer is presently licensed;
(2) The effect of the divestiture of control
			 would be to substantially lessen the competition in this state or tend to
			 create a monopoly herein;
(3) The
			 effect of the divestiture is to liquidate the insurance company, cause the sale
			 of such insurance company's assets or cause such insurance company to
			 consolidate or merge with any person, or cause any other material change to the
			 business or corporate structure or management that is unfair and unreasonable
			 to policyholders of the insurance company and not in the public
			 interest;
(4) As a result of the
			 divestiture, a lack of competence, trustworthiness, experience and integrity of
			 the persons who would control the operation of the domestic insurer would cause
			 the change of control to not be in the best interest of the insurer's
			 policyholders and the public;
(5)
			 The divestiture will create a change of control which is likely to be hazardous
			 or prejudicial to those buying insurance;
(6) The divestiture of control may jeopardize
			 the financial stability of the domestic insurer or prejudice the interest of
			 the domestic insurer's policyholders and other claimants; or
(7) The divestiture of control would violate
			 the law of this state or another state or the United States.
Connecticut Administrative Code › Title 38a - Insurance Department › 138 - Insurance Holding Company Act › Section 38a-138-7b - Pre-acquisition notification

Current through July 10, 2024
If a domestic insurance company, including any person
				controlling a domestic insurance company, is proposing a merger or acquisition
				pursuant to section 38a-130 of the Connecticut General Statutes, that person
				shall file a pre-acquisition notification form, Form E (Appendix E of sections
				38a-138-1
				to
				38a-138-16,
				inclusive, of the Regulations of Connecticut State Agencies). Additionally, if
				a non-domiciliary insurance company licensed to do business in this state is
				proposing a merger or acquisition pursuant to section 38a-131 of the
				Connecticut General Statutes, that person shall file a pre-acquisition
				notification form, Form E (Appendix E of sections
				38a-138-1
				to
				38a-138-16,
				inclusive, of the Regulations of Connecticut State Agencies). No
				pre-acquisition form need be filed if the acquisition is beyond the scope of
				section 38a-131 of the Connecticut General Statutes as set forth in section
				38a-131(b) of the Connecticut General Statutes. In addition to the information
				required by Form E (Appendix E of sections
				38a-138-1
				to
				38a-138-16,
				inclusive, of the Regulations of Connecticut State Agencies), the Commissioner
				may require an expert opinion as to the competitive impact of the proposed
				acquisition.
Connecticut Administrative Code › Title 38a - Insurance Department › 138 - Insurance Holding Company Act › Section 38a-138-8 - Annual registration of insurers - statement filing

Current through July 10, 2024
An insurer required to file an annual registration statement
				pursuant to section 38a-135 of the Connecticut General Statutes shall furnish
				the required information on Form B (Appendix B of sections
				38a-138-1
				to
				38a-138-16,
				inclusive, of the Regulations of Connecticut State Agencies).
Connecticut Administrative Code › Title 38a - Insurance Department › 138 - Insurance Holding Company Act › Section 38a-138-9 - Summary of registration - statement filing

Current through July 10, 2024
An insurer required to file an annual registration statement
				pursuant to section 38a-135 of the Connecticut General Statutes is also
				required to furnish information required on Form C (Appendix C of sections
				38a-138-1
				to
				38a-138-16,
				inclusive, of the Regulations of Connecticut State Agencies). An insurer shall
				file a copy of Form C in each state in which the insurer is authorized to do
				business, if requested by the Commissioner of that state.
Connecticut Administrative Code › Title 38a - Insurance Department › 138 - Insurance Holding Company Act › Section 38a-138-10 - Amendments to form B

Current through July 10, 2024
(a) An amendment to
			 Form B shall be filed within 15 days after the end of any month in which there
			 is a material change to the information provided in the annual registration
			 statement.
(b) Amendments shall be
			 filed in the Form B format with only those items which are being amended
			 reported. Each such amendment shall include at the top of the cover page
			 "Amendment No. (insert number) to Form B for (insert year)" and shall indicate
			 the date of the change and not the date of the original filings.
Connecticut Administrative Code › Title 38a - Insurance Department › 138 - Insurance Holding Company Act › Section 38a-138-11 - Alternative and consolidated registrations

Current through July 10, 2024
(a) Any
			 authorized insurer may file a registration statement on behalf of any
			 affiliated insurer or insurers which are required to register under section
			 38a-135 of the Connecticut General Statutes. A registration statement may
			 include information not required by the Connecticut Insurance Holding Company
			 System Regulatory Act, sections 38a-129 to 38a-140, inclusive, of the
			 Connecticut General Statutes, regarding any insurer in the insurance holding
			 company system even if such insurer is not authorized to do business in this
			 state. In lieu of filing a registration statement on Form B, the authorized
			 insurer may file a copy of the registration statement or similar report which
			 it is required to file in its state of domicile, provided:
(1) The statement or report contains
			 substantially similar information required to be furnished on Form B;
			 and
(2) The filing insurer is the
			 principal insurance company in the insurance holding company system.
Connecticut Administrative Code › Title 38a - Insurance Department › 138 - Insurance Holding Company Act › Section 38a-138-12 - Disclaimers and termination of registration

Current through July 10, 2024
(a) A
			 disclaimer of affiliation or a request for termination of registration claiming
			 that a person does not, or will not upon the taking of some proposed action,
			 control another person (hereinafter referred to as the "subject") shall contain
			 the following information:
(1) The number of
			 authorized, issued and outstanding voting securities of the subject;
(2) With respect to the person whose control
			 is denied and all affiliates of such person, the number and percentage of
			 shares of the subject's voting securities which are held of record or known to
			 be beneficially owned, and the number of such shares concerning which there is
			 a right to acquire, directly or indirectly;
(3) All material relationships and bases for
			 affiliation between the subject and the person whose control is denied and all
			 affiliates of such person;
(4) A
			 statement explaining why such person should not be considered to control the
			 subject; and
(5) Such additional
			 information as the Commissioner may require to effectuate the purpose of the
			 Connecticut Insurance Holding Company System Regulatory Act, sections 38a-129
			 to 38a-140, inclusive, of the Connecticut General Statutes.
Connecticut Administrative Code › Title 38a - Insurance Department › 138 - Insurance Holding Company Act › Section 38a-138-13a - Enterprise Risk Report

Current through July 10, 2024
The ultimate controlling person of an insurer required to file
				an enterprise risk report pursuant to section 38a-135(f) of the Connecticut
				General Statutes shall furnish the required information on Form F (Appendix F
				of sections
				38a-138-1
				to
				38a-138-16,
				inclusive, of the Regulations of Connecticut State Agencies).
Connecticut Administrative Code › Title 38a - Insurance Department › 138 - Insurance Holding Company Act › Section 38a-138-15 - Adequacy of surplus

Current through July 10, 2024
The factors set forth in section 38a-136(g) of the Connecticut
				General Statutes are not intended to be an exhaustive list. In determining the
				adequacy and reasonableness of an insurer's surplus no single factor is
				necessarily controlling. The Commissioner, instead, will consider the net
				effect of all of these factors plus other factors bearing on the financial
				condition of the insurer. In comparing the surplus maintained by other
				insurers, the Commissioner shall consider the extent to which each of these
				factors varies from company to company and in determining the quality and
				liquidity of investments in subsidiaries, the Commissioner shall consider the
				individual subsidiary and may discount or disallow its valuation to the extent
				that the individual investments so warrant.
Connecticut Administrative Code › Title 38a - Insurance Department › 147 - Proxies, Consents and Authorizations of Domestic Stock Insurers › Section 38a-147-1 - Application

Current through July 10, 2024
This regulation is applicable to each domestic stock insurer
				which has any class of equity security held of record by one hundred or more
				persons; provided this regulation shall not apply to any insurer if ninety-five
				per cent or more of its equity securities is owned or controlled by a parent or
				an affiliated insurer and the remaining securities are held of record by less
				than five hundred persons. A domestic stock insurer which files with the
				securities and exchange commission forms of proxies, consents and
				authorizations complying with the requirements of the securities exchange act
				of 1934, as amended, and the applicable regulations promulgated thereunder,
				shall be exempt from the provisions of this regulation with respect to any
				class of securities subject to the jurisdiction of said
				commission.
Connecticut Administrative Code › Title 38a - Insurance Department › 147 - Proxies, Consents and Authorizations of Domestic Stock Insurers › Section 38a-147-2 - Proxies, consents and authorizations

Current through July 10, 2024
No domestic stock insurer, or any director, officer or employee
				of such insurer subject to section
				38a-147-1, or any
				other person, shall solicit, or permit the use of his name to solicit, by mail
				or otherwise, any proxy, consent or authorization in respect of any class of
				equity security of such insurer held of record by one hundred or more persons
				in contravention of this regulation and Schedules A and B hereto annexed and
				hereby made a part of this regulation.
Connecticut Administrative Code › Title 38a - Insurance Department › 147 - Proxies, Consents and Authorizations of Domestic Stock Insurers › Section 38a-147-3 - Information statement

Current through July 10, 2024
Unless proxies, consents or authorizations in respect of any
				class of equity security of a domestic insurer subject to section
				38a-147-1 are
				solicited by or on behalf of the management of such insurer from the holders of
				record of such security prior to any annual or other meeting of such security
				holders, such insurer shall, in accordance with this regulation and the
				schedule thereunder, file with the insurance commissioner, hereafter referred
				to as commissioner, and transmit to all security holders of record information
				substantially equivalent to the information which would be required to be
				transmitted if a solicitation were made. Such insurer shall transmit a written
				information statement containing the information specified in subsection (d) of
				section
				38a-147-5
				to every security holder who is entitled to vote in regard to any matter to be
				acted upon at the meeting and from whom a proxy is not solicited on behalf of
				the management of the insurer, except that, in the case of a class of
				securities in unregistered or bearer form, such statement need be transmitted
				only to those security holders whose names and addresses are known to the
				insurer.
Connecticut Administrative Code › Title 38a - Insurance Department › 147 - Proxies, Consents and Authorizations of Domestic Stock Insurers › Section 38a-147-4 - Definitions

Current through July 10, 2024
(a) The definitions and instructions set out
			 in Schedule SIS, as promulgated by the National Association of Insurance
			 Commissioners, attached as Exhibit 1 hereto, shall be applicable for purposes
			 of this regulation.
(b) The terms
			 "solicit" and "solicitation" for purposes of this regulation shall include:
(1) Any request for a proxy, whether or not
			 accompanied by or included in a form of proxy; or
(2) any request to execute or not to execute,
			 or to revoke, a proxy; or
(3) the
			 furnishing of a proxy or other communication to stockholders under
			 circumstances reasonably calculated to result in the procurement, withholding
			 or revocation of a proxy.
Connecticut Administrative Code › Title 38a - Insurance Department › 147 - Proxies, Consents and Authorizations of Domestic Stock Insurers › Section 38a-147-5 - Information furnished to security holders

Current through July 10, 2024
(a) No solicitation
			 subject to this regulation shall be made unless each person solicited is
			 concurrently furnished or has previously been furnished with a written proxy
			 statement containing the information specified in Schedule A.
(b) If the solicitation is made on behalf of
			 the management of the insurer and relates to an annual meeting of security
			 holders at which directors are to be elected, each proxy statement furnished
			 pursuant to subsection (a) hereof shall be accompanied or preceded by an annual
			 report, in preliminary or final form, to such security holders containing such
			 financial statements for the last fiscal years as are referred to in Schedule
			 SIS under the heading "Financial Reporting to Stockholders." Subject to the
			 foregoing requirements with respect to financial statements, the annual report
			 to security holders may be in any form deemed suitable by the
			 management.
(c) Two copies of each
			 report sent to the security holders pursuant to this section shall be mailed to
			 the commissioner, not later than the date on which such report is first sent or
			 given to security holders or the date on which preliminary copies of
			 solicitation material are filed with the commissioner pursuant to subsection
			 (a) of section
			 38a-147-7,
			 whichever date is later.
(d) If no
			 solicitation is being made by management of the insurer with respect to any
			 annual or other meeting, such insurer shall mail to every security holder of
			 record at least twenty days prior to the meeting date, an information statement
			 as required by section
			 38a-147-3,
			 containing the information called for by all of the items of Schedule A, other
			 than items 1, 3 and 4 thereof, which would be applicable to any matter to be
			 acted upon at the meeting if proxies were to be solicited in connection with
			 the meeting. If such information statement relates to an annual meeting at
			 which directors are to be elected, it shall be accompanied by an annual report
			 to such security holders in the form provided in subsection (b)
			 hereof.
Connecticut Administrative Code › Title 38a - Insurance Department › 147 - Proxies, Consents and Authorizations of Domestic Stock Insurers › Section 38a-147-6 - Requirements of proxy

Current through July 10, 2024
(a) The form of
			 proxy (1) shall indicate in bold-faced type whether or not the proxy is
			 solicited on behalf of the management, (2) shall provide a specifically
			 designated blank space for dating the proxy and (3) shall identify clearly and
			 impartially each matter or group of related matters intended to be acted upon,
			 whether proposed by the management or security holders. No reference need be
			 made to proposals as to which discretionary authority is conferred pursuant to
			 subsection (c) hereof.
(b)
(1) Means shall be provided in the proxy for
			 the person solicited to specify by ballot a choice between approval or
			 disapproval of each matter or group of related matters referred to therein,
			 other than elections to office. A proxy may confer discretionary authority with
			 respect to matters as to which a choice is not so specified if the form of
			 proxy states in bold-faced type how it is intended to vote the shares or
			 authorization represented by the proxy in each such case.
(2) A form of proxy which provides both for
			 elections to office and for action on other specified matters shall be prepared
			 so as to clearly provide, by a box or otherwise, means by which the security
			 holder may withhold authority to vote for elections to office. Any such form of
			 proxy which is executed by the security holder in such manner as not to
			 withhold authority to vote for elections to office shall be deemed to grant
			 such authority, provided the form of proxy shall so state in boldfaced
			 type.
Connecticut Administrative Code › Title 38a - Insurance Department › 147 - Proxies, Consents and Authorizations of Domestic Stock Insurers › Section 38a-147-7 - Material to be filed

Current through July 10, 2024
(a) Two preliminary
			 copies of the proxy statement and form of proxy and any other soliciting
			 material to be furnished to security holders concurrently therewith shall be
			 filed with the commissioner at least ten days prior to the date definitive
			 copies of such material are first sent or given to security holders, or such
			 shorter period prior to that date as the commissioner may authorize upon a
			 showing of good cause therefor.
(b)
			 Two preliminary copies of any additional soliciting material relating to the
			 same meeting or subject matter to be furnished to security holders subsequent
			 to the proxy statements shall be filed with the commissioner at least two days,
			 exclusive of Saturdays, Sundays or holidays, prior to the date copies of this
			 material are first sent or given to security holders or a shorter period prior
			 to such date as the commissioner may authorize upon a showing of good cause
			 therefor.
(c) Two definitive copies
			 of the proxy statement, form of proxy and all other soliciting material, in the
			 form in which this material is furnished to security holders, shall be filed
			 with, or mailed for filing to, the commissioner not later than the date such
			 material is first sent or given to the security holders.
(d) Where any proxy statement, form of proxy
			 or other material filed pursuant to these rules is amended or revised, two of
			 the copies shall be marked to clearly show such changes.
(e) Copies of replies to inquiries from
			 security holders requesting further information and copies of communications
			 which do no more than request that forms of proxy theretofore solicited be
			 signed and returned need not be filed pursuant to this section.
(f) Notwithstanding the provisions of
			 subsections (a) and (b) hereof and of subsection (e) of section
			 38a-147-10,
			 copies of soliciting material in the form of speeches, press releases and radio
			 or television scripts may, but need not, be filed with the commissioner prior
			 to use or publication. Definitive copies, however, shall be filed with or
			 mailed for filing to the commissioner as required by subsection (c) hereof not
			 later than the date such material is used or published. The provisions of
			 subsections (a) and (b) hereof and subsection (e) of section
			 38a-147-10
			 shall apply, however, to any reprints or reproductions of all or any part of
			 such material.
Connecticut Administrative Code › Title 38a - Insurance Department › 147 - Proxies, Consents and Authorizations of Domestic Stock Insurers › Section 38a-147-8 - False or misleading statements

Current through July 10, 2024
No proxy statement, form of proxy, notice of meeting,
				information statement, or other communication, written or oral, subject to this
				regulation shall contain any statement which, at the time and in the light of
				the circumstances under which it is made, is false or misleading with respect
				to any material fact, or which omits to state any material fact necessary in
				order to make the statements therein not false or misleading or necessary to
				correct any statement in any earlier communication with respect to the same
				meeting or subject matter which has become false or
				misleading.
Connecticut Administrative Code › Title 38a - Insurance Department › 147 - Proxies, Consents and Authorizations of Domestic Stock Insurers › Section 38a-147-9 - Exclusion

Current through July 10, 2024
No person making a solicitation which is subject to this
				regulation shall solicit any undated or postdated proxy or any proxy which
				provides that it shall be deemed to be dated as of any date subsequent to the
				date on which it is signed by the security holder.
Connecticut Administrative Code › Title 38a - Insurance Department › 147 - Proxies, Consents and Authorizations of Domestic Stock Insurers › Section 38a-147-10 - Special provisions

Current through July 10, 2024
(a) This section
			 shall apply to any solicitation subject to this regulation by any person or
			 group for the purpose of opposing a solicitation subject to this regulation by
			 any other person or group with respect to the election or removal of directors
			 at any annual or special meeting of security holders.
(b)
(1) For
			 purposes of this section the terms "participant" and "participant in a
			 solicitation" include:
(A) The
			 insurer;
(B) any director of the
			 insurer, and any nominee for whose election as a director proxies are
			 solicited;
(C) any other person,
			 acting alone or with one or more other persons, committees or groups, in
			 organizing, directing or financing the solicitation.
Connecticut Administrative Code › Title 38a - Insurance Department › 147 - Proxies, Consents and Authorizations of Domestic Stock Insurers › Schedule A - Information Required in Proxy Statement

Current through July 10, 2024
1. Revocability of
			 proxy. State whether or not the person giving the proxy has the power to revoke
			 it. If the right of revocation before the proxy is exercised is limited or is
			 subject to compliance with any formal procedure, briefly describe such
			 limitation or procedure.
2.
			 Dissenters' rights of appraisal. Outline briefly the rights of appraisal or
			 similar rights of dissenting security holders with respect to any matter to be
			 acted upon and indicate any statutory procedure required to be followed by such
			 security holders in order to perfect their rights. Where such rights may be
			 exercised only within a limited time after the date of the adoption of a
			 proposal, the filing of a charter amendment, or other similar act, state
			 whether the person solicited will be notified of such date.
3. Persons making solicitations not subject
			 to section
			 38a-147-10.
(a) If the solicitation is made by the
			 management of the insurer, so state. Give the name of any director of the
			 insurer who has informed the management in writing that he intends to oppose
			 any action intended to be taken by the management and indicate the action which
			 he intends to oppose.
(b) If the
			 solicitation is made otherwise than by the management of the insurer, state the
			 names and addresses of the persons by whom and on whose behalf it is made and
			 the names and addresses of the persons by whom the cost of solicitation has
			 been or will be borne, directly or indirectly.
(c) If the solicitation is to be made by
			 specially engaged employees or paid solicitors, state (1) the material features
			 of any contract or arrangement for such solicitation and identify the parties,
			 and (2) the cost or anticipated cost thereof.
Connecticut Administrative Code › Title 38a - Insurance Department › 147 - Proxies, Consents and Authorizations of Domestic Stock Insurers › Schedule B - Information to Be Included in Statements Filed by or On Behalf of a Participant (Other Than the Insurer) in a Proxy Solicitation in an Election Contest

Current through July 10, 2024
1. Insurer. State the name and address of the
			 insurer.
2. Identity and
			 background.
(a) State the following:
(1) Your name and business address;
(2) your present principal occupation or
			 employment and the name, principal business and address of any corporation or
			 other organization in which such employment is carried on.