Code of Massachusetts Regulations › 211 CMR - DIVISION OF INSURANCE › Title 211 CMR 140.00 - Procedures Concerning The Merger Or Consolidation Of Insurance Companies › Section 140.03 - Definitions

Current through Register 1525, July 5, 2024
When used in
				211 CMR 140.00, the
				following words shall have the following meaning:
Agreement
means an agreement in draft
				or final form and whether executed or unexecuted, which:
(a) provides for:
1. the merger or consolidation of two or more domestic
				insurance companies into one corporation, or
2. the merger or consolidation of a domestic insurance company
				with any company or companies organized under the laws of any state of the
				United States into one domestic corporation pursuant to M.G.L. c. 175, §
				19A; or
(b) which provides for the merger of one or more Domestic
				Companies into a foreign company duly authorized to transact in the
				Commonwealth the same class or classes of business as such domestic company or
				companies, or the consolidation of one or more domestic companies with one or
				more foreign companies duly authorized as aforesaid to form a continuing
				corporation or a new corporation pursuant to M.G.L. c. 175, §19B.
Authorized Representative
means an
				attorney, legal guardian or other person authorized by a person to represent
				him or her in any Hearing held under
				211 CMR 140.00.
Commissioner
means the commissioner
				ofinsurance appointed under the provisions of M.G.L. c. 26, § 6 or his or
				her designee.
Company
means an insurance company
				proposing to merge or consolidate with one or more other insurance companies
				under M.G.L. c. 175, § 19A or under M.G.L. c. 175, § 19B.
Division
means the Division of
				Insurance in the Department of Banking and Insurance of the Commonwealth of
				Massachusetts.
Domestic Company
means a Company that
				is a domestic company as defined in M.G.L. c. 175, § 1.
Examination
means an examination under
				M.G.L. c. 175, § 4.
Foreign Company
means a Company that
				is a foreign company as defined in M.G.L. c. 175, § 1.
Hearing
means a public hearing on an
				Agreement under M.G.L c. 175, § 19A orunderM.G.L. c. 175, §
				19B.
Person
means an individual or legal
				entity.
Policyholder
means a policyholder of a
				Company.
Presiding Officer
means the
				Commissioner or anypersondesignated bythe Commissioner to preside over the
				Hearing pursuant to M.G.L. c. 26, § 7.
Special Meeting
means a meeting called
				for the purpose of conducting a vote of Policyholders or Stockholders, if any,
				on an Agreement.
Stockholder
means a stockholder of a
				Company.
Working Group
means the employees
				ofthe Divisionthat maybe designated by the Commissioner to conduct an
				Examination of any or all of the Companies under M.G.L. c. 175, § 4,
				including but not limited to a review of the Agreement.
WorkingGroup Advisors
or
Advisors
means the outside legal, actuarial, financial
				andother consultants that may be retained by the Commissioner under his or her
				authority under M.G.L. c. 175, § 4 in order to assist the Working Group in
				its Examination of any or all of the Companies under M.G.L. c. 175, § 4,
				including its review of the Agreement and any other matters and documents
				related thereto as requested by the Commissioner. The proper cost of hiring
				such Advisors shall be borne by the Company or Companies which are the subject
				of the Examination or as otherwise agreed upon by the Companies with the
				approval of the Commissioner.