reglab/statecodes huggingface dataset:
Indiana Administrative Code › Title 760 - DEPARTMENT OF INSURANCE › Article 1 - GENERAL PROVISIONS › Rule 11 - Domestic Stock Insurance Companies-Proxies, and Consents and Authorizations › Section 11-6 - Disclosure to security holders

Current through July 10, 2024
Authority: IC 27-1-3-7
Affected: IC 27-1-3-7
Sec. 6.
Information to be Furnished to Security Holders.
(1) No solicitation subject to this
				regulation
[ 760 IAC 1-11 ]
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
[
				760
				IAC 1-11-12 ]
.
(2) 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 one 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 year 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.
(3) 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
				one of section seven
[
				760 IAC
				1-11-8(1) ]
, whichever date
				is later.
(4) 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 3
[
				760
				IAC 1-11-4 ]
, containing the information
				called for by all of the Items of Schedule A
[
				760
				IAC 1-11-12 ]
, 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 2 hereof.
Indiana Administrative Code › Title 760 - DEPARTMENT OF INSURANCE › Article 1 - GENERAL PROVISIONS › Rule 11 - Domestic Stock Insurance Companies-Proxies, and Consents and Authorizations › Section 11-7 - Proxy and information statements; form; effect

Current through July 10, 2024
Authority: IC 27-1-3-7
Affected: IC 27-1-3-7
Sec. 7.
Requirements as to Proxy and Information Statement.
(1) The form of proxy (a) shall indicate in
				bold-face type whether or not the proxy is solicited on behalf of the
				management, (b) shall provide a specifically designated blank space for dating
				the proxy, and (c) 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 three
				hereof.
(2)
(a) Means shall be provided in such 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-face type how it is intended to vote the shares or
				authorization represented by the proxy in each such case.
(b) 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 so states in bold-face
				type.
Indiana Administrative Code › Title 760 - DEPARTMENT OF INSURANCE › Article 1 - GENERAL PROVISIONS › Rule 11 - Domestic Stock Insurance Companies-Proxies, and Consents and Authorizations › Section 11-8 - Filing requirements

Current through July 10, 2024
Authority: IC 27-1-3-7
Affected: IC 27-1-3-7
Sec. 8.
Material Required to be Filed.
(1) Two preliminary copies of the information
				statement or 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.
(2)
				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.
(3) Two definitive copies
				of the information statement or 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.
(4) Where any
				information statement or proxy statement, form of proxy or other material filed
				pursuant to this regulation
[ 760 IAC 1-11 ]
is amended or
				revised, two of the copies shall be marked to clearly show such
				changes.
(5) Copies of replies to
				inquiries from security holders requesting further information and copies of
				communications which do no more than request that forms or proxy theretofore
				solicited be signed and returned need not be filed pursuant to this
				section.
(6) Notwithstanding the
				provisions of subsections one and two
[ 760 IAC 1-11-8(1) and (2) ]
hereof and of subsection five of section ten
[
				760 IAC
				1-11-11(5) ]
, 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 three hereof not later
				than the date such material is used or published. The provisions of subsections
				one and two
[ 760 IAC 1-11-8(1) and (2) ]
hereof and subsection
				five of section ten
[
				760 IAC
				1-11-11(5) ]
shall apply,
				however, to any reprints or reproductions of all or any part of such material.
Indiana Administrative Code › Title 760 - DEPARTMENT OF INSURANCE › Article 1 - GENERAL PROVISIONS › Rule 11 - Domestic Stock Insurance Companies-Proxies, and Consents and Authorizations › Section 11-9 - False or misleading statements prohibited

Current through July 10, 2024
Authority: IC
				  27-1-3-7
Affected: IC
				  27-1-3-7
Sec. 9.
False or Misleading Statements. 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.
Indiana Administrative Code › Title 760 - DEPARTMENT OF INSURANCE › Article 1 - GENERAL PROVISIONS › Rule 11 - Domestic Stock Insurance Companies-Proxies, and Consents and Authorizations › Section 11-10 - Solicitation of undated or postdated proxies prohibited

Current through July 10, 2024
Authority: IC 27-1-3-7
Affected: IC 27-1-3-7
Sec. 10.
Prohibition of Certain Solicitations. No person making a
				  solicitation which is subject to this regulation
[ 760 IAC 1-11 ]
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.
Indiana Administrative Code › Title 760 - DEPARTMENT OF INSURANCE › Article 1 - GENERAL PROVISIONS › Rule 11 - Domestic Stock Insurance Companies-Proxies, and Consents and Authorizations › Section 11-11 - Election contests

Current through July 10, 2024
Authority: IC 27-1-3-7
Affected: IC 27-1-3-7
Sec. 11.
Special Provisions Applicable to Election Contests.
(1) Applicability. This section shall apply
				to any solicitation subject to this regulation
[ 760 IAC 1-11 ]
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.
(2) Participant or
				Participant in a Solicitation.
(a) For
				purposes of this section the term "participant" and "participant in a
				solicitation" include:
(i) the
				insurer;
(ii) any director of the
				insurer, and any nominee for whose election as a director proxies are
				solicited;
(iii) any other person,
				acting alone or with one or more other persons, committees or groups, in
				organizing, directing or financing the solicitation.
Indiana Administrative Code › Title 760 - DEPARTMENT OF INSURANCE › Article 1 - GENERAL PROVISIONS › Rule 11 - Domestic Stock Insurance Companies-Proxies, and Consents and Authorizations › Section 11-13 - Schedule 13; information required in statements of proxy solicitation in an election contest

Current through July 10, 2024
Authority: IC
				  27-1-3-7
Affected: IC
				  27-1-3-7
Sec. 13.
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.
Item 1. Insurer. State the name and address of the
				  insurer.
Item 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.
Indiana Administrative Code › Title 760 - DEPARTMENT OF INSURANCE › Article 1 - GENERAL PROVISIONS › Rule 12 - Domestic Stock Insurance Companies-Insider Trading of Equity Securities › Section 12-1 - Authority to promulgate rule; purpose of rule

Current through July 10, 2024
Authority: IC 27-1-3-7
Affected: IC 27-2-10-8
Sec. 1.
Authority and Purpose. This regulation
[ 760 IAC 1-12
				  ]
is promulgated pursuant to the authority vested in the Indiana
				  Insurance Commissioner by Section 8
[IC 27-2-10-8]
of the Acts
				  of 1965, Chapter 5 entitled "An Act Concerning Securities of Indiana
				  Companies," (Section 39-3734, Burns Indiana Statutes Annotated) and in Section
				  14
[IC 27-1-3-7]
of the Acts of 1935, Chapter 162 (Section
				  39-3311
[IC 27-1-3-7]
, Burns Indiana Statutes Annotated). This
				  regulation
[ 760 IAC 1-12 ]
concerns the definition of "Equity
				  Securities" and the requirements for filing information regarding the holding
				  and transfer of such securities by officers, directors and certain other
				  stockholders as defined in the Act
[IC 27-2-10 ]
of
				  1965.
Indiana Administrative Code › Title 760 - DEPARTMENT OF INSURANCE › Article 1 - GENERAL PROVISIONS › Rule 12 - Domestic Stock Insurance Companies-Insider Trading of Equity Securities › Section 12-2 - Definitions

Current through July 10, 2024
Authority: IC
				  27-1-3-7
Affected: IC
				  27-2-10-6
Sec. 2.
General Application. Definition of Certain Terms.
(a) "Insurer" means any domestic stock
				insurance company, with an equity security subject to the provisions of Acts
				1965, Chapter 5
[IC 27-2-10 ]
(Section 39-3727 to Section
				39-3734
[IC 27-2-10 ]
, Burns Indiana Statutes) and not exempt
				thereunder.
(b) "Act" means Acts
				1965, Chapter 5
[IC 27-2-10 ]
(Section 39-3727 to Section
				39-3734
[IC 27-2-10 ]
Burns Indiana Statutes).
(c) "Officer" means a president, vice
				president, treasurer, actuary, secretary, controller and any other person who
				performs for the insurer functions corresponding to those performed by the
				foregoing officers.
(d) "Equity
				security" means any stock or similar security; or any voting trust certificate
				or certificate of deposit for such a security; or any security convertible,
				with or without consideration, into such a security, or carrying any warrant or
				right to subscribe to or purchase such a security; or any such warrant or
				right.
(e) Securities "held of
				record".
(1) For the purpose of determining
				whether the equity securities of an insurer are held of record by one hundred
				or more persons, securities shall be deemed to be "held of record" by each
				person who is identified as the owner of such securities on records of security
				holders maintained by or on behalf of the insurer, subject to the following:
(a) In any case where the records of security
				holders have not been maintained in accordance with accepted practice, any
				additional person who would be identified as such an owner on such records if
				they had been maintained in accordance with accepted practice shall be included
				as a holder of record.
(b)
				Securities identified as held of record by a corporation, a partnership, a
				trust whether or not the trustees are named, or other organization shall be
				included as so held by one person.
(c) Securities identified as held of record
				by one or more persons as trustees, executors, guardians, custodians or in
				other fiduciary capacities with respect to a single trust, estate or account
				shall be included as held of record by one person.
(d) Securities held by two or more persons as
				co-owners shall be included as held by one person.
(e) Each outstanding unregistered or bearer
				certificate shall be included as held of record by a separate person, except to
				the extent that the insurer can establish that, if such securities were
				registered, they would be held of record, under the provisions of this rule, by
				a lesser number of persons.
(f)
				Securities registered in substantially similar names where the insurer has
				reason to believe because of the address or other indications that such names
				represent the same person, may be included as held of record by one
				person.
Indiana Administrative Code › Title 760 - DEPARTMENT OF INSURANCE › Article 1 - GENERAL PROVISIONS › Rule 12 - Domestic Stock Insurance Companies-Insider Trading of Equity Securities › Section 12-3 - Exempt transactions

Current through July 10, 2024
Authority: IC
				  27-1-3-7
Affected: IC
				  27-2-10-2
Sec. 3.
Transactions Exempted from the Operation of Section 2
[IC
				  27-2-10-2
				  ]
of the Act. Any acquisition or disposition of any equity security by
				  a director or officer of an insurer within six months prior to the date on
				  which the Act shall first become applicable with respect to the equity
				  securities of such insurer shall not be subject to the operation of Section 2
[IC
				  27-2-10-2
				  ]
of the Act.
Renumbered Reg 12, I, Sec 2 by 1971
					 amendment.
Indiana Administrative Code › Title 760 - DEPARTMENT OF INSURANCE › Article 1 - GENERAL PROVISIONS › Rule 12 - Domestic Stock Insurance Companies-Insider Trading of Equity Securities › Section 12-4 - Beneficial ownership statements; forms

Current through July 10, 2024
Authority: IC
				  27-1-3-7
Affected: IC
				  27-2-10-1
Sec. 4.
Regulations under Section 1 of the Act. Filing of Statements.
				  Initial statements of beneficial ownership of equity securities required by
				  Section 1
[IC
				  27-2-10-1
				  ]
of the Act shall be filed on Form A, attached hereto. Statements of
				  changes in such beneficial ownership required by Section 1
[IC
				  27-2-10-1
				  ]
shall be filed on Form B, attached hereto. All such statements shall
				  be prepared and filed in accordance with the requirements of the applicable
				  form.
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Renumbered Reg 12, II, Sec 1-1 by 1971
					 amendment.
Indiana Administrative Code › Title 760 - DEPARTMENT OF INSURANCE › Article 1 - GENERAL PROVISIONS › Rule 12 - Domestic Stock Insurance Companies-Insider Trading of Equity Securities › Section 12-5 - Determination of percentage of class of equity securities owned

Current through July 10, 2024
Authority: IC
				  27-1-3-7
Affected: IC
				  27-2-10-1
Sec. 5.
Ownership of More than Ten Per Cent of an Equity
				  Security.
(a) In determining, for the
				purpose of Section 1
[IC
				27-2-10-1
				]
of the Act whether a person is the beneficial owner, directly or
				indirectly, of more than 10 per cent of any class of any equity security, 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
				insurer or a subsidiary of the insurer; 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 section 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 Section 1
[IC
				27-2-10-1
				]
of the Act whether a person is the beneficial owner, directly or
				indirectly, of more than ten percent 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 paragraph (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 paragraph shall not be construed to
				relieve any person of any duty to comply with Section 1
[IC
				27-2-10-1
				]
of the Act with respect to any equity securities consisting of
				options, warrants, rights or convertible securities which are otherwise subject
				as a class to that section of the Act
[IC 27-2-10 ]
.
Renumbered Reg 12, II, Sec 1-2 by 1971
					 amendment.
Indiana Administrative Code › Title 760 - DEPARTMENT OF INSURANCE › Article 1 - GENERAL PROVISIONS › Rule 12 - Domestic Stock Insurance Companies-Insider Trading of Equity Securities › Section 12-6 - Disclaimer of beneficial ownership

Current through July 10, 2024
Authority: IC
				  27-1-3-7
Affected: IC
				  27-2-10-1
Sec. 6.
Disclaimer of Beneficial Ownership. 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
[IC 27-2-10 ]
, the beneficial owner of any equity
				  securities covered by the statement.
Renumbered Reg 12, II, Sec 1-3 by 1971
					 amendment.
Indiana Administrative Code › Title 760 - DEPARTMENT OF INSURANCE › Article 1 - GENERAL PROVISIONS › Rule 12 - Domestic Stock Insurance Companies-Insider Trading of Equity Securities › Section 12-7 - Exemption of securities held by fiduciary or for account of insurer; reports

Current through July 10, 2024
Authority: IC
				  27-1-3-7
Affected: IC
				  27-2-10-1;
				  IC
				  27-2-10-2
Sec. 7.
Exemptions from Sections 1 and 2
[IC
				  27-2-10-1
				  and IC
				  27-2-10-2
				  ]
of the Act.
(a) During the
				period of 12 months following their appointment and qualification, securities
				held by the following persons shall be exempt from Sections 1 and 2
[IC
				27-2-10-1
				and IC
				27-2-10-2
				]
of the Act:
(1) Executors or
				administrators of the estate of a decedent;
(2) Guardians or committees for an
				incompetent; and
(3) Receivers,
				trustees in bankruptcy, assigners 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.
Indiana Administrative Code › Title 760 - DEPARTMENT OF INSURANCE › Article 1 - GENERAL PROVISIONS › Rule 12 - Domestic Stock Insurance Companies-Insider Trading of Equity Securities › Section 12-8 - Exemption of securities purchased or sold by odd-lot dealers

Current through July 10, 2024
Authority: IC
				  27-1-3-7
Affected: IC
				  27-2-10-2
Sec. 8.
Exemptions from the Act of Securities Purchased or Sold by
				  Odd-Lot Dealers. 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
[IC 27-2-10 ]
with respect to
				  participation by such odd-lot dealer in such transactions.
Renumbered Reg 12, II, Sec 1-5 by 1971
					 amendment.
Indiana Administrative Code › Title 760 - DEPARTMENT OF INSURANCE › Article 1 - GENERAL PROVISIONS › Rule 12 - Domestic Stock Insurance Companies-Insider Trading of Equity Securities › Section 12-9 - Change in beneficial ownership

Current through July 10, 2024
Authority: IC
				  27-1-3-7
Affected: IC
				  27-2-10-1
Sec. 9.
Certain Transactions Subject to Section 1
[IC
				  27-2-10-1
				  ]
of the Act. 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.
Renumbered Reg 12, II, Sec 1-6 by 1971
					 amendment.
Indiana Administrative Code › Title 760 - DEPARTMENT OF INSURANCE › Article 1 - GENERAL PROVISIONS › Rule 12 - Domestic Stock Insurance Companies-Insider Trading of Equity Securities › Section 12-10 - Ownership of securities held in trust

Current through July 10, 2024
Authority: IC
				  27-1-3-7
Affected: IC
				  27-2-10-1
Sec. 10.
Ownership of Securities Held in Trust.
(a) Beneficial ownership of a security for
				the purpose of Section 1
[IC
				27-2-10-1
				]
shall include:
(1) The ownership of
				securities as a trustee whether 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.
Indiana Administrative Code › Title 760 - DEPARTMENT OF INSURANCE › Article 1 - GENERAL PROVISIONS › Rule 12 - Domestic Stock Insurance Companies-Insider Trading of Equity Securities › Section 12-11 - Exemption of small transactions

Current through July 10, 2024
Authority: IC
				  27-1-3-7
Affected: IC
				  27-2-10-1
Sec. 11.
Exemption for Small Transactions.
(a) Any acquisition of securities shall be
				exempt from Section 1
[IC
				27-2-10-1
				]
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 $3,000 for any six months'
				period during which the acquisition occurs.
Indiana Administrative Code › Title 760 - DEPARTMENT OF INSURANCE › Article 1 - GENERAL PROVISIONS › Rule 12 - Domestic Stock Insurance Companies-Insider Trading of Equity Securities › Section 12-12 - Exemption from IC 27-2-10-2 of transactions exempt from reporting requirements

Current through July 10, 2024
Authority: IC
				  27-1-3-7
Affected: IC
				  27-2-10-1;
				  IC
				  27-2-10-2
Sec. 12.
Exemption from Section 2
[IC
				  27-2-10-2
				  ]
of the Act of Transactions Which Need Not Be Reported under Section 1
[IC
				  27-2-10-1
				  ]
. Any transaction which has been or shall be exempted from the
				  requirements of Section 1
[IC
				  27-2-10-1
				  ]
of the Act shall, insofar as it is otherwise subject to the
				  provisions of Section 2
[IC
				  27-2-10-2
				  ]
, be likewise exempted from Section 2
[IC
				  27-2-10-2
				  ]
.
Renumbered Reg 12, II, Sec 1-9 by 1971
					 amendment.
Indiana Administrative Code › Title 760 - DEPARTMENT OF INSURANCE › Article 1 - GENERAL PROVISIONS › Rule 12 - Domestic Stock Insurance Companies-Insider Trading of Equity Securities › Section 12-13 - Exemption from IC 27-2-10-2 of transactions connected with a distribution

Current through July 10, 2024
Authority: IC
				  27-1-3-7
Affected: IC
				  27-2-10-2
Sec. 13.
Exemption from Section 2
[IC
				  27-2-10-2
				  ]
of Certain Transactions Effected in Connection with a
				  Distribution.
(a) Any transaction of
				purchase and sale, or sale and purchase, of a security which is effected in
				connection with the distribution of a substantial block of securities shall be
				exempt from the provisions of Section 2
[IC
				27-2-10-2
				]
of the Act, to the extent specified in this section as not
				comprehended within the purpose of said Section of the Act
[IC 27-2-10
				]
, upon the following conditions:
(1)
				The person effecting the transaction is engaged in the business of distributing
				securities and is participating in good faith, in the ordinary course of such
				business, in the distribution of such block of securities;
(2) The security involved in the transaction
				is (A) a part of such block of securities and is acquired by the person
				effecting the transaction, with a view to the distribution thereof, from the
				insurer or other person on whose behalf such securities are being distributed
				or from a person who is participating in good faith in the distribution of such
				block of securities or (B) a security purchased in good faith by or for the
				account of the person effecting the transaction for the purpose of stabilizing
				the market price of securities of the class being distributed or to cover an
				over-allotment or other short position created in connection with such
				distribution; and
(3) Other persons
				not within the purview of Section 2
[IC
				27-2-10-2
				]
of the Act are participating in the distribution of such block of
				securities on terms at least as favorable as those on which such person is
				participating and to an extent at least equal to the aggregate participation of
				all persons exempted from the provisions of Section 2
[IC
				27-2-10-2
				]
of the Act by this section. However, the performance 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 section.
Indiana Administrative Code › Title 760 - DEPARTMENT OF INSURANCE › Article 1 - GENERAL PROVISIONS › Rule 12 - Domestic Stock Insurance Companies-Insider Trading of Equity Securities › Section 12-15 - Exemption from IC 27-2-10-2 of redemption transactions

Current through July 10, 2024
Authority: IC
				  27-1-3-7
Affected: IC
				  27-2-10-2
Sec. 15.
Exemption from Section 2
[IC
				  27-2-10-2
				  ]
of Certain Transactions in Which Securities are Received by Redeeming
				  Other Securities. Any acquisition of an equity security (other than a
				  convertible security or right to purchase a security) by a director or officer
				  of the insurer issuing such security shall be exempt from the operation of
				  Section 2
[IC
				  27-2-10-2
				  ]
of the Act upon condition that
(a) the equity security is acquired by way of
				redemption of another security of an insurer substantially all of whose assets
				other than cash (or Government bonds) consist of securities of the insurer
				issuing the equity security so acquired, and which
(1) represented substantially and in
				practical effect a stated or readily ascertainable amount of such equity
				security,
(2) had a value which was
				substantially determined by the value of such equity security, and
(3) conferred upon the holder the right to
				receive such equity security without the payment of any consideration other
				than the security redeemed;
Indiana Administrative Code › Title 760 - DEPARTMENT OF INSURANCE › Article 1 - GENERAL PROVISIONS › Rule 12 - Domestic Stock Insurance Companies-Insider Trading of Equity Securities › Section 12-16 - Exemption from IC 27-2-10-2 of long term profits incident to sales within six months of the exercise of an option

Current through July 10, 2024
Authority: IC
				  27-1-3-7
Affected: IC
				  27-2-10-2;
				  IC
				  27-2-10-3
Sec. 16.
Exemption of Long Term Profits Incident to Sales Within Six
				  Months of the Exercise of an Option.
(a) To the extent specified in paragraph (b)
				of this section, the Commissioner hereby exempts as not comprehended within the
				purposes of Section 2
[IC
				27-2-10-2
				]
of the Act any transaction or transactions involving the purchase and
				sale, or sale and purchase, of any equity security where such purchase is
				pursuant to the exercise of an option or similar right either (1) acquired more
				than six months before its exercise, or (2) acquired pursuant to the terms of
				an employment contract entered into more than six months before its
				exercise.
(b) In respect of
				transactions specified in paragraph (a) the profits inuring to the insurer
				shall not exceed the difference between the proceeds of sale and the lowest
				market price of any security of the same class within six months before or
				after the date of sale. Nothing in this section shall be deemed to enlarge the
				amount of profit which would inure to such insurer in the absence of this
				section.
(c) The Commissioner also
				hereby exempts, as not comprehended within the purposes of Section 2
[IC
				27-2-10-2
				]
of the Act, the disposition of a security, purchased in a
				transaction specified in paragraph (a) of this section, pursuant to a plan or
				agreement for merger or consolidation, or reclassification of the insurer's
				securities, or for the exchange of its securities for the securities of another
				person which has acquired its assets, or which is in control, as defined in
				Section 368 (c) of the Internal Revenue Code of 1954, of a person which has
				acquired its assets, where the terms of such plan or agreement are binding upon
				all stockholders of the insurer except to the extent that dissenting
				stockholders may be entitled, under statutory provisions or provisions
				contained in the certificate of incorporation, to receive the appraised or fair
				value of their holdings.
(d) The
				exemptions provided by this section shall not apply to any transaction made
				unlawful by Section 3
[IC
				27-2-10-3
				]
of the Act or by any rules and regulations thereunder.
(e) The burden of establishing market price
				of a security for the purpose of this section shall rest upon the person
				claiming the exemption.
Renumbered Reg 12, III, Sec 2-4 by 1971
					 amendment.
Indiana Administrative Code › Title 760 - DEPARTMENT OF INSURANCE › Article 1 - GENERAL PROVISIONS › Rule 12 - Domestic Stock Insurance Companies-Insider Trading of Equity Securities › Section 12-17 - Exemption from IC 27-2-10-2 of acquisitions and dispositions pursuant to merger or consolidation

Current through July 10, 2024
Authority: IC
				  27-1-3-7
Affected: IC
				  27-2-10-2
Sec. 17.
Exemption from Section 2
[IC
				  27-2-10-2
				  ]
of Certain Acquisitions and Dispositions of Securities Pursuant to
				  Merger or Consolidations.
(a) The
				following transactions shall be exempt from the provisions of Section 2
[IC
				27-2-10-2
				]
of the Act as not comprehended within the purpose of said Section:
(1) The acquisition of a security of an
				insurer, pursuant to a merger or consolidation, in exchange for a security of a
				company which, prior to said merger or consolidation, owned 85 per cent or more
				of the equity securities of all other companies involved in the merger or
				consolidation except, in the case of consolidation, the resulting
				company;
(2) The disposition of a
				security, pursuant to a merger or consolidation of an insurer which, prior to
				said merger or consolidation, owned 85 per cent or more of the equity
				securities of all other companies involved in the merger or consolidation
				except, in the case of consolidation, the resulting company;
(3) The acquisition of a security of an
				insurer, pursuant to a merger or consolidation, in exchange for a security of a
				company which, prior to said merger or consolidation, held over 85 per cent of
				the combined assets of all the companies undergoing merger or consolidation,
				computed according to their book values prior to the merger or consolidation as
				determined by reference to their most recent available financial statements for
				a 12-month period prior to the merger or consolidation.
(4) The disposition of a security, pursuant
				to a merger or consolidation, of an insurer which, prior to said merger or
				consolidation, held over 85 per cent of the combined assets of all the
				companies undergoing merger or consolidation, computed according to their book
				values prior to merger or consolidation, as determined by reference to their
				most recent available financial statements for a 12-month period prior to the
				merger or consolidation.
Indiana Administrative Code › Title 760 - DEPARTMENT OF INSURANCE › Article 1 - GENERAL PROVISIONS › Rule 12 - Domestic Stock Insurance Companies-Insider Trading of Equity Securities › Section 12-18 - Exemption from IC 27-2-10-2 of deposits or withdrawals under a voting trust or deposit agreement

Current through July 10, 2024
Authority: IC
				  27-1-3-7
Affected: IC
				  27-2-10-2
Sec. 18.
Exemption from Section 2
[IC
				  27-2-10-2
				  ]
of Transactions Involving the Deposit or Withdrawal of Equity
				  Securities Under a Voting Trust or Deposit Agreement. Any acquisition or
				  disposition of an equity security involved in the deposit of such security
				  under, or the withdrawal of such security from, a voting trust or deposit
				  agreement, and the acquisition or disposition in connection therewith of the
				  certificate representing such security, shall be exempt from the operation of
				  Section 2
[IC
				  27-2-10-2
				  ]
of the Act if substantially all of the assets held under the voting
				  trust or deposit agreement immediately after the deposit or immediately prior
				  to the withdrawal, as the case may be, consisted of equity securities of the
				  same class as the security deposited or withdrawn: provided, however, that this
				  section shall not apply to the extent that there shall have been either (a) a
				  purchase of an equity security of the class deposited and a sale of any
				  certificate representing an equity security of such class, or (b) a sale of an
				  equity security of the class deposited and purchase of any certificate
				  representing an equity security of such class (otherwise than in a transaction
				  involved in such deposit or withdrawal or in a transaction exempted by any
				  other provision of the regulations under Section 2
[IC
				  27-2-10-2
				  ]
of the Act) within a period of less than six months which includes
				  the date of the deposit or withdrawal.
Renumbered Reg 12, III, Sec 2-6 by 1971
					 amendment.
Indiana Administrative Code › Title 760 - DEPARTMENT OF INSURANCE › Article 1 - GENERAL PROVISIONS › Rule 12 - Domestic Stock Insurance Companies-Insider Trading of Equity Securities › Section 12-19 - Exemption from IC 27-2-10-2 of conversion transactions

Current through July 10, 2024
Authority: IC
				  27-1-3-7
Affected: IC
				  27-2-10-2
Sec. 19.
Exemption from Section 2
[IC
				  27-2-10-2
				  ]
of Certain Transactions Involving the Conversion of Equity
				  Securities.
(a) Any acquisition or
				disposition of an equity security involved in the conversion of an equity
				security which, by its terms or pursuant to the terms of the insurer's charter
				or other governing instruments, is convertible immediately or after a stated
				period of time into another equity security of the same insurer, shall be
				exempt from the operation of Section 2
[IC
				27-2-10-2
				]
of the Act: provided, however, that this section shall not apply to
				the extent that there shall have been either (1) a purchase of any equity
				security of the class convertible (including any acquisition of or change in a
				conversion privilege) and a sale of any equity security of the class issuable
				upon conversion, or (2) a sale of any equity security of the class convertible
				and any purchase of any equity security issuable upon conversion (otherwise
				than in a transaction involved in such conversion or in a transaction exempted
				by any other provision of the regulations under Section 2
[IC
				27-2-10-2
				]
of the Act) within a period of less than six months which includes
				the date of conversion.
(b) For the
				purpose of this section, an equity security shall not be deemed to be acquired
				or disposed of upon conversion of an equity security if the terms of the equity
				security converted require the payment or entail the receipt, in connection
				with such conversion, of cash or other property (other than equity securities
				involved in the conversion) equal in value at the time of conversion to more
				than 15 percent of the value of the equity security issued upon
				conversion.
(c) For the purpose of
				this section, an equity security shall be deemed convertible if it is
				convertible at the option of the holder or of some other person or by operation
				of the terms of the security or the governing instruments.
Renumbered Reg 12, III, Sec 2-7 by 1971
					 amendment.
Indiana Administrative Code › Title 760 - DEPARTMENT OF INSURANCE › Article 1 - GENERAL PROVISIONS › Rule 12 - Domestic Stock Insurance Companies-Insider Trading of Equity Securities › Section 12-20 - Exemption from IC 27-2-10-2 of certain transactions involving the sale of subscription rights

Current through July 10, 2024
Authority: IC
				  27-1-3-7
Affected: IC
				  27-2-10-2
Sec. 20.
Exemption from Section 2
[IC
				  27-2-10-2
				  ]
of Certain Transactions Involving the Sale of Subscription
				  Rights.
(a) Any sale of a subscription
				right to acquire any subject security of the same insurer shall be exempt from
				the provision of Section 2
[IC
				27-2-10-2
				]
of the Act, to the extent prescribed in this Section, as not
				comprehended with the purpose of said Section of the Act, if:
(1) Such subscription right is acquired,
				directly or indirectly, from the insurer without the payment of
				consideration;
(2) Such
				subscription right by its terms expires within 45 days after the issuance
				thereof;
(3) Such subscription
				right by its terms is issued on a pro rata basis to all holders of the
				beneficiary security of the insurer; and
(4) A registration statement under the
				Securities Act of 1933 is in effect as to each subject security, or the
				applicable terms of any exemption from such registration have been met in
				respect to each subject security.
Indiana Administrative Code › Title 760 - DEPARTMENT OF INSURANCE › Article 1 - GENERAL PROVISIONS › Rule 12 - Domestic Stock Insurance Companies-Insider Trading of Equity Securities › Section 12-21 - Exemption from IC 27-2-10-3 of transactions by disinterested broker

Current through July 10, 2024
Authority: IC
				  27-1-3-7
Affected: IC
				  27-2-10-3
Sec. 21.
Regulations under Section 3
[IC
				  27-2-10-3
				  ]
of the Act. Exemption of Certain Securities from Section 3
[IC
				  27-2-10-3
				  ]
of the Act. Any security shall be exempt from the operation of
				  Section 3
[IC
				  27-2-10-3
				  ]
of the Act to the extent necessary to render lawful under such
				  Section the execution by a broker of an order for an account in which he has no
				  direct or indirect interest.
Indiana Administrative Code › Title 760 - DEPARTMENT OF INSURANCE › Article 1 - GENERAL PROVISIONS › Rule 12 - Domestic Stock Insurance Companies-Insider Trading of Equity Securities › Section 12-22 - Exemption from IC 27-2-10-3 of transactions related to a distribution

Current through July 10, 2024
Authority: IC
				  27-1-3-7
Affected: IC
				  27-2-10-3
Sec. 22.
Exemption from Section 3
[IC
				  27-2-10-3
				  ]
of the Act of Certain Transactions Effected in Connection with a
				  Distribution. Any security shall be exempt from the operation of Section 3
[IC
				  27-2-10-3
				  ]
of the Act 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 Section 3
[IC
				27-2-10-3
				]
of the Act 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 Section 3
[IC
				27-2-10-3
				]
of the Act by this section. However, the performance 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 section.
Indiana Administrative Code › Title 760 - DEPARTMENT OF INSURANCE › Article 1 - GENERAL PROVISIONS › Rule 12 - Domestic Stock Insurance Companies-Insider Trading of Equity Securities › Section 12-23 - Exemption from IC 27-2-10-3 of sales of securities to be acquired

Current through July 10, 2024
Authority: IC
				  27-1-3-7
Affected: IC
				  27-2-10-1;
				  IC
				  27-2-10-3
Sec. 23.
Exemption from Section 3
[IC
				  27-2-10-3
				  ]
of the Act of Sales of Securities To Be Acquired.
(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 3
[IC
				27-2-10-3
				]
, provided that:
(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 1
[IC
				27-2-10-1
				]
of the Act.
Indiana Administrative Code › Title 760 - DEPARTMENT OF INSURANCE › Article 1 - GENERAL PROVISIONS › Rule 12 - Domestic Stock Insurance Companies-Insider Trading of Equity Securities › Section 12-24 - Arbitrage transactions by director or officer of insurer

Current through July 10, 2024
Authority: IC
				  27-1-3-7
Affected: IC 27-2-10
Sec. 24.
Regulation under Section 5
[IC
				  27-2-10-5
				  ]
of the Act. Arbitrage Transactions under Section 5
[IC
				  27-2-10-5
				  ]
of the Act. It shall be unlawful for any director or officer of an
				  insurer to effect any foreign or domestic arbitrage transaction in any equity
				  security of such insurer, unless he shall include such transaction in the
				  statements required by Section 1
[IC
				  27-2-10-1
				  ]
of the Act and shall account to such insurer for the profits arising
				  from such transaction, as provided in Section 2
[IC
				  27-2-10-2
				  ]
thereof. The provisions of Section 3
[IC
				  27-2-10-3
				  ]
shall not apply to such arbitrage transactions. The provisions of
				  the Act
[IC 27-2-10 ]
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 insurer.