reglab/statecodes huggingface dataset:
Pennsylvania Code › Title 31 - INSURANCE › Part I - General Provisions › Subpart B - Securities and Stock Transactions › Chapter 21 - STOCK OWNERSHIP STATEMENTS › Subchapter C - EXEMPTIONS UNDER SECTION 302.1(2) OF THE ACT › Section 21.39 - Qualified or restricted stock options; acceptance of general tender offers

Current through Register Vol. 54, No. 28, July 13, 2024
The disposition of an equity security acquired under a
						qualified or restricted stock option by means of the acceptance of a tender
						offer made to all stockholders of the company generally shall not be considered
						the sale of an equity security for the purposes of section 302.1(2) of the act
						(40
						P. S. §
												422.1(2)).
Pennsylvania Code › Title 31 - INSURANCE › Part I - General Provisions › Subpart B - Securities and Stock Transactions › Chapter 21 - STOCK OWNERSHIP STATEMENTS › Subchapter D - EXEMPTIONS UNDER SECTION 302.1(3) OF THE ACT › Section 21.51 - Certain securities

Current through Register Vol. 54, No. 28, July 13, 2024
Any security shall be exempt from the operation of
						section 302.1(3) of the act (40 P. S. §
												422.1(3)) to the extent
						necessary to render lawful under the section execution by brokers of an order
						for an account in which the broker has no direct or indirect
						interest.
Pennsylvania Code › Title 31 - INSURANCE › Part I - General Provisions › Subpart B - Securities and Stock Transactions › Chapter 21 - STOCK OWNERSHIP STATEMENTS › Subchapter D - EXEMPTIONS UNDER SECTION 302.1(3) OF THE ACT › Section 21.52 - Transactions effected in connection with distribution

Current through Register Vol. 54, No. 28, July 13, 2024
Any security shall be exempt from the operation of
						section 302.1(3) of the
						act (40 P. S. §
												422.1(3)) to the extent
						necessary to render lawful under the section any sale made by or on behalf of
						the dealer in connection with a distribution of a substantial block of
						securities upon the following conditions:
(1) The sale shall be represented by an
					 over-allotment in which the dealer participates 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 of some other class of persons.
(2) Other persons not within the purview of
					 section 302.1(3) of the
					 act shall participate in the distribution of such block of securities on terms
					 at least as favorable as those on which the dealer is participating, and to an
					 extent at least equal to the aggregate participation of all persons exempted
					 from the provisions of section
					 302.1(3) of the
					 act by this section. The performance of the functions of manager of a
					 distributing group and the receipt of a bona fide payment for performing such
					 functions, however, shall not preclude an exemption which would otherwise be
					 available under this section.
Pennsylvania Code › Title 31 - INSURANCE › Part I - General Provisions › Subpart B - Securities and Stock Transactions › Chapter 21 - STOCK OWNERSHIP STATEMENTS › Subchapter D - EXEMPTIONS UNDER SECTION 302.1(3) OF THE ACT › Section 21.53 - Sales of securities to be acquired

Current through Register Vol. 54, No. 28, July 13, 2024
(a) If 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
					 302.1(3) of the act (40 P. S. §
												422.1(3)) if the following
					 conditions are met:
(1) The sale shall be made
					 subject to the same conditions as those attaching to the right of
					 acquisition.
(2) The person shall
					 exercise reasonable diligence to deliver the security to the purchaser promptly
					 after his right of acquisition matures.
(3) The person shall report the sale on the
					 appropriate form for reporting transactions by persons subject to section
					 302.1(1) of the act (40 P. S. §
													422.1).
Pennsylvania Code › Title 31 - INSURANCE › Part I - General Provisions › Subpart B - Securities and Stock Transactions › Chapter 21 - STOCK OWNERSHIP STATEMENTS › Subchapter E - ARBITRAGE TRANSACTIONS › Section 21.61 - Inclusion in statements

Current through Register Vol. 54, No. 28, July 13, 2024
(a) 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 the
					 insurer, unless he includes the transaction in the statements required by
					 section 302.1(1) of the act (40 P. S. §
												422.1(1)) and accounts to
					 the insurer for the profits arising from the transaction as provided in section
					 302.1(2) of the act (40 P. S. §
												422.1).
(b) The provisions of section 302.1(3) of the
					 act (40 P. S. §
												422.1) shall
					 not apply to the arbitrage transactions.
(c) 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 a director or officer of the
					 insurer.
Pennsylvania Code › Title 31 - INSURANCE › Part I - General Provisions › Subpart B - Securities and Stock Transactions › Chapter 21 - STOCK OWNERSHIP STATEMENTS › Subchapter F - STATEMENT FORMS › FORM 1-STATEMENT OF BENEFICIAL OWNERSHIP › Section 21.71 - Sample copy

Current through Register Vol. 54, No. 28, July 13, 2024
Attached hereto as Exhibit A and made a part of this
						  regulation is a sample copy of Form.
Click
						  to view image
Pennsylvania Code › Title 31 - INSURANCE › Part I - General Provisions › Subpart B - Securities and Stock Transactions › Chapter 21 - STOCK OWNERSHIP STATEMENTS › Subchapter F - STATEMENT FORMS › FORM 1-STATEMENT OF BENEFICIAL OWNERSHIP › Section 21.72 - Persons required to file statements

Current through Register Vol. 54, No. 28, July 13, 2024
Form 1 shall be filed with the Department by every
						  person who is directly or indirectly the beneficial owner of more than 10% of
						  any class of any equity security of a domestic stock insurance company, or who
						  is a director or an officer of such a company.
This section cited in 31 Pa. Code §
														21.53 (relating to filing date);
							 and 31 Pa. Code §
														21.57 (relating to information as
							 to beneficial ownership).
Pennsylvania Code › Title 31 - INSURANCE › Part I - General Provisions › Subpart B - Securities and Stock Transactions › Chapter 21 - STOCK OWNERSHIP STATEMENTS › Subchapter F - STATEMENT FORMS › FORM 1-STATEMENT OF BENEFICIAL OWNERSHIP › Section 21.73 - Filing date

Current through Register Vol. 54, No. 28, July 13, 2024
(a) Persons who
						hold any of the relationships specified in §
												21.52 (relating to persons
						required to file statements) shall file a statement on or before July 1, 1966,
						or within ten days after assuming such a relationship, whichever date occurs
						later.
(b) Statements shall not be
						deemed to have been filed with the Department until they have actually been
						received by it.
Pennsylvania Code › Title 31 - INSURANCE › Part I - General Provisions › Subpart B - Securities and Stock Transactions › Chapter 21 - STOCK OWNERSHIP STATEMENTS › Subchapter F - STATEMENT FORMS › FORM 1-STATEMENT OF BENEFICIAL OWNERSHIP › Section 21.74 - Filing location

Current through Register Vol. 54, No. 28, July 13, 2024
One signed copy of each statement shall be filed with
						  the Insurance Commissioner, Pennsylvania Department of Insurance, Room 108,
						  Finance Building, Harrisburg, Pennsylvania 17120.
Pennsylvania Code › Title 31 - INSURANCE › Part I - General Provisions › Subpart B - Securities and Stock Transactions › Chapter 21 - STOCK OWNERSHIP STATEMENTS › Subchapter F - STATEMENT FORMS › FORM 1-STATEMENT OF BENEFICIAL OWNERSHIP › Section 21.75 - Separate statements

Current through Register Vol. 54, No. 28, July 13, 2024
A separate statement shall be filed with respect to the
						  securities of each company.
Pennsylvania Code › Title 31 - INSURANCE › Part I - General Provisions › Subpart B - Securities and Stock Transactions › Chapter 21 - STOCK OWNERSHIP STATEMENTS › Subchapter F - STATEMENT FORMS › FORM 1-STATEMENT OF BENEFICIAL OWNERSHIP › Section 21.76 - Reporting person

Current through Register Vol. 54, No. 28, July 13, 2024
The relationship of the reporting person to the company
						  shall be clearly indicated, such as, "Director," "Director and Vice President,"
						  or "Beneficial owner of more than 10% of the company's common
						  stock."
Pennsylvania Code › Title 31 - INSURANCE › Part I - General Provisions › Subpart B - Securities and Stock Transactions › Chapter 21 - STOCK OWNERSHIP STATEMENTS › Subchapter F - STATEMENT FORMS › FORM 1-STATEMENT OF BENEFICIAL OWNERSHIP › Section 21.77 - Information as to beneficial ownership

Current through Register Vol. 54, No. 28, July 13, 2024
The information as to beneficial ownership of
						  securities shall be given as of January 1, 1966, or in the case of persons who
						  subsequently assume any of the relationships specified in §
												21.52 (relating to persons
						  required to file statements), on the date such relationship was
						  assumed.
Pennsylvania Code › Title 31 - INSURANCE › Part I - General Provisions › Subpart B - Securities and Stock Transactions › Chapter 21 - STOCK OWNERSHIP STATEMENTS › Subchapter F - STATEMENT FORMS › FORM 1-STATEMENT OF BENEFICIAL OWNERSHIP › Section 21.78 - Title of security

Current through Register Vol. 54, No. 28, July 13, 2024
The statement of the title of a security shall clearly
						  identify the security even though there may be only one
						  class.
Pennsylvania Code › Title 31 - INSURANCE › Part I - General Provisions › Subpart B - Securities and Stock Transactions › Chapter 21 - STOCK OWNERSHIP STATEMENTS › Subchapter F - STATEMENT FORMS › FORM 1-STATEMENT OF BENEFICIAL OWNERSHIP › Section 21.79 - Nature of ownership

Current through Register Vol. 54, No. 28, July 13, 2024
(a) Under
						"Nature of Ownership" on the form, it shall be stated whether ownership of the
						securities is "direct" or "indirect."
(b) If the ownership is indirect, that is,
						through a partnership, corporation, trust, or other entity, the name or
						identity of the medium through which the securities are indirectly owned shall
						be indicated, in a footnote or some other appropriate manner.
(c) The fact that securities are held in the
						name of a broker or other nominee does not of itself constitute indirect
						ownership.
(d) Securities owned
						indirectly shall be reported on separate lines from those owned directly and
						also from those owned through a different type of indirect ownership.
Pennsylvania Code › Title 31 - INSURANCE › Part I - General Provisions › Subpart B - Securities and Stock Transactions › Chapter 21 - STOCK OWNERSHIP STATEMENTS › Subchapter F - STATEMENT FORMS › FORM 1-STATEMENT OF BENEFICIAL OWNERSHIP › Section 21.80 - Statement of amount owned

Current through Register Vol. 54, No. 28, July 13, 2024
(a) When
						stating the amount of securities owned beneficially, the par value of the
						securities and the numer of shares or other units of securities shall be
						given.
(b) If securities are
						indirectly owned, the entire amount of securities owned by the entity shall be
						stated.
Pennsylvania Code › Title 31 - INSURANCE › Part I - General Provisions › Subpart B - Securities and Stock Transactions › Chapter 21 - STOCK OWNERSHIP STATEMENTS › Subchapter F - STATEMENT FORMS › FORM 1-STATEMENT OF BENEFICIAL OWNERSHIP › Section 21.81 - Signature

Current through Register Vol. 54, No. 28, July 13, 2024
If the statement is filed for a corporation,
						  partnership, trust, or the like, the name of the organization shall appear over
						  the signature of the officer or other person authorized to sign the
						  statement.
Pennsylvania Code › Title 31 - INSURANCE › Part I - General Provisions › Subpart B - Securities and Stock Transactions › Chapter 21 - STOCK OWNERSHIP STATEMENTS › Subchapter F - STATEMENT FORMS › FORM 2-CHANGES IN BENEFICIAL OWNERSHIP › Section 21.91 - Sample form

Current through Register Vol. 54, No. 28, July 13, 2024
Attached hereto as Exhibit B and made a part of this
						  regulation is a sample copy of Form 2.
Click
						  to view image
Pennsylvania Code › Title 31 - INSURANCE › Part I - General Provisions › Subpart B - Securities and Stock Transactions › Chapter 21 - STOCK OWNERSHIP STATEMENTS › Subchapter F - STATEMENT FORMS › FORM 2-CHANGES IN BENEFICIAL OWNERSHIP › Section 21.92 - Persons required to file statements

Current through Register Vol. 54, No. 28, July 13, 2024
Statements on Form 2 shall be filed with the Department
						  by every person who at any time during any calendar month was directly or
						  indirectly the beneficial owner of more than 10% of any class of equity
						  security of a domestic stock insurance company, or a director or officer of any
						  company which is the issuer of such securities, and who during such month had
						  any change in his beneficial ownership of any class of equity security of such
						  company.
Pennsylvania Code › Title 31 - INSURANCE › Part I - General Provisions › Subpart B - Securities and Stock Transactions › Chapter 21 - STOCK OWNERSHIP STATEMENTS › Subchapter F - STATEMENT FORMS › FORM 2-CHANGES IN BENEFICIAL OWNERSHIP › Section 21.93 - Filing date

Current through Register Vol. 54, No. 28, July 13, 2024
(a) Statements
						shall be filed on or before the tenth day after the end of each month in which
						any change in beneficial ownership has occurred.
(b) Statements shall not be deemed to have
						been filed with the Department until they have actually been received by
						it.
Pennsylvania Code › Title 31 - INSURANCE › Part I - General Provisions › Subpart B - Securities and Stock Transactions › Chapter 21 - STOCK OWNERSHIP STATEMENTS › Subchapter F - STATEMENT FORMS › FORM 2-CHANGES IN BENEFICIAL OWNERSHIP › Section 21.94 - Filing location

Current through Register Vol. 54, No. 28, July 13, 2024
One signed copy of each statement shall be filed with
						  the Insurance Commissioner, Pennsylvania Department of Insurance, Room 108,
						  Finance Building, Harrisburg, Pennsylvania 17120.
Pennsylvania Code › Title 31 - INSURANCE › Part I - General Provisions › Subpart B - Securities and Stock Transactions › Chapter 21 - STOCK OWNERSHIP STATEMENTS › Subchapter F - STATEMENT FORMS › FORM 2-CHANGES IN BENEFICIAL OWNERSHIP › Section 21.95 - Separate statements

Current through Register Vol. 54, No. 28, July 13, 2024
A separate statement shall be filed with respect to the
						  securities of each company.
Pennsylvania Code › Title 31 - INSURANCE › Part I - General Provisions › Subpart B - Securities and Stock Transactions › Chapter 21 - STOCK OWNERSHIP STATEMENTS › Subchapter F - STATEMENT FORMS › FORM 2-CHANGES IN BENEFICIAL OWNERSHIP › Section 21.96 - Reporting person

Current through Register Vol. 54, No. 28, July 13, 2024
The relationship of the reporting person to the company
						  shall be clearly indicated, such as, "Director," "Director and Vice President,"
						  or "Beneficial owner of more than 10% of the company's common
						  stock."
Pennsylvania Code › Title 31 - INSURANCE › Part I - General Provisions › Subpart B - Securities and Stock Transactions › Chapter 21 - STOCK OWNERSHIP STATEMENTS › Subchapter F - STATEMENT FORMS › FORM 2-CHANGES IN BENEFICIAL OWNERSHIP › Section 21.97 - Transactions and holdings to be reported

Current through Register Vol. 54, No. 28, July 13, 2024
(a) Each transaction shall be reported even
						though purchases and sales during the month are equal or the change involves
						only the nature of ownership, for example, from direct to indirect
						ownership.
(b) Beneficial ownership
						at the end of the month of all classes of securities required to be reported
						shall be shown even though there has been no change during the month in the
						ownership of securities of one or more classes.
Pennsylvania Code › Title 31 - INSURANCE › Part I - General Provisions › Subpart B - Securities and Stock Transactions › Chapter 21 - STOCK OWNERSHIP STATEMENTS › Subchapter F - STATEMENT FORMS › FORM 2-CHANGES IN BENEFICIAL OWNERSHIP › Section 21.98 - Title of security

Current through Register Vol. 54, No. 28, July 13, 2024
The statement of the title of the security shall
						  clearly identify the security even though there may be only one class, for
						  example, "Class A, Common Stock," "Six-Dollar Convertible Preferred Stock" or
						  the like.
Pennsylvania Code › Title 31 - INSURANCE › Part I - General Provisions › Subpart B - Securities and Stock Transactions › Chapter 21 - STOCK OWNERSHIP STATEMENTS › Subchapter F - STATEMENT FORMS › FORM 2-CHANGES IN BENEFICIAL OWNERSHIP › Section 21.99 - Date of transaction

Current through Register Vol. 54, No. 28, July 13, 2024
The exact date, specifying the month, day, and year of
						  each transaction, shall be stated opposite the amount involved in the
						  transaction.
Pennsylvania Code › Title 31 - INSURANCE › Part I - General Provisions › Subpart B - Securities and Stock Transactions › Chapter 21 - STOCK OWNERSHIP STATEMENTS › Subchapter F - STATEMENT FORMS › FORM 2-CHANGES IN BENEFICIAL OWNERSHIP › Section 21.100 - Nature of ownership

Current through Register Vol. 54, No. 28, July 13, 2024
(a) Under
						"Nature of Ownership" on the form, it shall be stated whether ownership of the
						securities is "direct" or "indirect."
(b) If the ownership is indirect, that is,
						through a partnership, corporation, trust, or other entity, the name or
						identity of the medium through which the securities are indirectly owned shall
						be indicated, in a footnote or some other appropriate manner.
(c) The fact that securities are held in the
						name of a broker or other nominee does not of itself constitute indirect
						ownership.
(d) Securities owned
						indirectly shall be reported on separate lines from those owned directly and
						from those owned through a different type of indirect ownership.
Pennsylvania Code › Title 31 - INSURANCE › Part I - General Provisions › Subpart B - Securities and Stock Transactions › Chapter 21 - STOCK OWNERSHIP STATEMENTS › Subchapter F - STATEMENT FORMS › FORM 2-CHANGES IN BENEFICIAL OWNERSHIP › Section 21.101 - Statement of amount owned

Current through Register Vol. 54, No. 28, July 13, 2024
(a) When
						stating the amount of securities acquired, disposed of, or beneficially owned,
						the par value of the securities and the number of shares or other units of
						securities shall be given.
(b) If
						securities are indirectly owned, that is, through a partnership, corporation,
						trust, or some other entity, the entire amount of securities involved in the
						transaction or owned by the partnership, corporation, trust, or other entity
						shall be stated.
Pennsylvania Code › Title 31 - INSURANCE › Part I - General Provisions › Subpart B - Securities and Stock Transactions › Chapter 21 - STOCK OWNERSHIP STATEMENTS › Subchapter F - STATEMENT FORMS › FORM 2-CHANGES IN BENEFICIAL OWNERSHIP › Section 21.102 - Character of the transaction

Current through Register Vol. 54, No. 28, July 13, 2024
(a) If
						the transaction involved was with the issuer of the securities, that fact shall
						be stated.
(b) If the transaction
						involved the purchase of securities through the exercise of options, that fact
						and the exercise price per share shall be stated.
(c) If any other purchase or sale was
						effected otherwise than on the open market, that fact shall be
						indicated.
(d) If the transaction
						was not a purchase or sale, its character shall be indicated.
(e) The information required by subsections
						(a)-(d) may be set forth in the table or under "Remarks" or by a separate sheet
						affixed to Form 2.
Pennsylvania Code › Title 31 - INSURANCE › Part I - General Provisions › Subpart B - Securities and Stock Transactions › Chapter 21 - STOCK OWNERSHIP STATEMENTS › Subchapter F - STATEMENT FORMS › FORM 2-CHANGES IN BENEFICIAL OWNERSHIP › Section 21.103 - Signature

Current through Register Vol. 54, No. 28, July 13, 2024
If the statement is filed for a corporation,
						  partnership, trust, or the like, the name of the organization shall appear over
						  the signature of the officer or other person authorized to sign the
						  statement.
Pennsylvania Code › Title 31 - INSURANCE › Part I - General Provisions › Subpart B - Securities and Stock Transactions › Chapter 23 - PROXIES, CONSENTS AND AUTHORIZATIONS › Subchapter A - GENERAL PROVISIONS › Section 23.1 - References

Current through Register Vol. 54, No. 28, July 13, 2024
The definitions and instructions contained in Schedule
						SIS, as promulgated by the National Association of Insurance Commissioners,
						applies to this chapter, unless the context or the provisions of §
											23.2 (relating to definition of
						"solicit" and "solicitation") clearly indicates otherwise.
Pennsylvania Code › Title 31 - INSURANCE › Part I - General Provisions › Subpart B - Securities and Stock Transactions › Chapter 23 - PROXIES, CONSENTS AND AUTHORIZATIONS › Subchapter A - GENERAL PROVISIONS › Section 23.2 - Definition of "solicit" and "solicitation"

Current through Register Vol. 54, No. 28, July 13, 2024
(a) When used in this chapter, the terms
					 "solicit" and "solicitation" includes the following meanings, unless the
					 context clearly indicates otherwise:
(1) Any
					 request for a proxy, whether or not accompanied by or included in a form of
					 proxy.
(2) Any request to execute
					 or not to execute, or to revoke, a proxy.
(3) The furnishing of a form of proxy or any
					 other communication to security holders under circumstances reasonably
					 calculated to result in the procurement, withholding, or revocation of a
					 proxy.
Pennsylvania Code › Title 31 - INSURANCE › Part I - General Provisions › Subpart B - Securities and Stock Transactions › Chapter 23 - PROXIES, CONSENTS AND AUTHORIZATIONS › Subchapter A - GENERAL PROVISIONS › Section 23.3 - Applicability

Current through Register Vol. 54, No. 28, July 13, 2024
(a) This chapter
					 shall apply to every domestic stock insurer which has any class of equity
					 security held of record by 100 or more persons.
(b) This chapter shall not apply to any
					 insurer if 95% or more of its equity securities are owned or controlled by a
					 parent or an affiliated insurer and the remaining securities are held of record
					 by less than 500 persons.
(c) 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 Act of 1933, as amended (15 U.S.C.A. §
												77(a) et seq.), and the
					 applicable regulations promulgated thereunder, shall be exempt from the
					 provisions of this chapter with respect to any class of securities subject to
					 SEC jurisdiction.
This section cited in 31 Pa. Code §
													23.4 (relating to illegal
						  solicitations).
Pennsylvania Code › Title 31 - INSURANCE › Part I - General Provisions › Subpart B - Securities and Stock Transactions › Chapter 23 - PROXIES, CONSENTS AND AUTHORIZATIONS › Subchapter A - GENERAL PROVISIONS › Section 23.4 - Illegal solicitations

Current through Register Vol. 54, No. 28, July 13, 2024
No domestic stock insurer or any director, officer, or
						employe of any insurer, or any other person subject to §
											23.3 (relating to the
						applicability) shall solicit, or permit the use of his name to solicit, by mail
						or otherwise, any proxy, consent, or authorization in respect to any class of
						equity security of the insurer held of record by 100 or more persons in
						contravention of this chapter and Schedules A and B, the completion of which is
						explained in detail in Subchapter F (relating to required information for
						Schedules A and B).
Pennsylvania Code › Title 31 - INSURANCE › Part I - General Provisions › Subpart B - Securities and Stock Transactions › Chapter 23 - PROXIES, CONSENTS AND AUTHORIZATIONS › Subchapter A - GENERAL PROVISIONS › Section 23.5 - Disclosure of equivalent information

Current through Register Vol. 54, No. 28, July 13, 2024
(a) Unless proxies, consents, or
					 authorizations of any class of equity security of a domestic insurer are
					 solicited by or on behalf of the management of such insurer from the holders of
					 record of the securities prior to any meeting of the security holders, the
					 insurer shall file with the Insurance Department, and shall 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.
(b) The insurer shall
					 transmit a written information statement containing the information specified
					 in §
											23.24 (relating to information
					 statement to security holders) to every security holder who is entitled to vote
					 on a matter to be acted upon at the meeting and from whom a proxy is not
					 solicited on behalf of the management of the insurer.
(c) In the case of a class of securities in
					 unregistered or bearer form, the statement may be transmitted to only those
					 security holders whose names and addresses are known to the insurer.
This section cited in 31 Pa. Code §
													23.24 (relating to information
						  statement to security holders).
Pennsylvania Code › Title 31 - INSURANCE › Part I - General Provisions › Subpart B - Securities and Stock Transactions › Chapter 23 - PROXIES, CONSENTS AND AUTHORIZATIONS › Subchapter A - GENERAL PROVISIONS › Section 23.6 - False or misleading statements

Current through Register Vol. 54, No. 28, July 13, 2024
No proxy statement, form of proxy, notice of meeting,
						information statement or any other written or oral communication subject to the
						provisions of this chapter shall contain any statement which at the time and in
						light of the circumstances is false or misleading with respect to any material
						fact, or which fails to state a fact necessary to make the statement true, or
						which fails to correct a statement in any earlier communication with respect to
						the same meeting which has become false or misleading.
Pennsylvania Code › Title 31 - INSURANCE › Part I - General Provisions › Subpart B - Securities and Stock Transactions › Chapter 23 - PROXIES, CONSENTS AND AUTHORIZATIONS › Subchapter A - GENERAL PROVISIONS › Section 23.7 - Prohibition of undated solicitations

Current through Register Vol. 54, No. 28, July 13, 2024
No person making a solicitation which is subject to this
						chapter shall solicit any undated or post-dated proxy, or any proxy which
						provides that it shall be deemed to be dated after the date on which it is
						actually signed by the security holder.
Pennsylvania Code › Title 31 - INSURANCE › Part I - General Provisions › Subpart B - Securities and Stock Transactions › Chapter 23 - PROXIES, CONSENTS AND AUTHORIZATIONS › Subchapter B - INFORMATION FURNISHED TO SECURITY HOLDERS PRIOR TO SOLICITATIONS › Section 23.21 - Required information prior to solicitations

Current through Register Vol. 54, No. 28, July 13, 2024
No solicitation subject to this chapter 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, as described in Subchapter F (relating to required information
						for Schedules A and B).
This section cited in 31 Pa. Code §
													23.22 (relating to financial
						  statements accompanying proxies); 31 Pa. Code §
													23.53 (relating to filing
						  requirements for initial solicitations); and 31 Pa. Code §
													23.67 (relating to solicitations
						  prior to written proxy statements).
Pennsylvania Code › Title 31 - INSURANCE › Part I - General Provisions › Subpart B - Securities and Stock Transactions › Chapter 23 - PROXIES, CONSENTS AND AUTHORIZATIONS › Subchapter B - INFORMATION FURNISHED TO SECURITY HOLDERS PRIOR TO SOLICITATIONS › Section 23.22 - Financial statements accompanying proxies

Current through Register Vol. 54, No. 28, July 13, 2024
(a) If a solicitation is made on behalf of
					 the management of the insurer relating to an annual meeting of security holders
					 at which directors are to be elected, each proxy statement furnished under
					 §
											23.21 (relating to required
					 information prior to solicitations) shall be accompanied or preceded by an
					 annual report, in preliminary or final form, to the security holders,
					 containing whatever financial statements for the last fiscal year are referred
					 to in Schedule SIS, as promulgated by the National Association of Insurance
					 Commissioners, under the heading "Financial Reporting to
					 Stockholders."
(b) Subject to the
					 requirements in subsection (a) with respect to financial statements, the annual
					 report to security holders may be in any form deemed suitable by the
					 management.
This section cited in 31 Pa. Code §
													23.24 (relating to information
						  statement to security holders); and 31 Pa. Code § 23.54 (relating to
						  annual reports).
Pennsylvania Code › Title 31 - INSURANCE › Part I - General Provisions › Subpart B - Securities and Stock Transactions › Chapter 23 - PROXIES, CONSENTS AND AUTHORIZATIONS › Subchapter B - INFORMATION FURNISHED TO SECURITY HOLDERS PRIOR TO SOLICITATIONS › Section 23.23 - Copies for Insurance Department

Current through Register Vol. 54, No. 28, July 13, 2024
Two copies of each report sent to the security holders
						under the provisions of this subchapter shall be mailed to the Insurance
						Department, not later than the date on which the report is first sent or given
						to the security holders or the date on which preliminary copies of solicitation
						material are filed with the Insurance Department pursuant to §
											23.41 (relating to preliminary
						copies of information statements), whichever date is later.
This section cited in 31 Pa. Code §
													23.54 (relating to annual
						  reports).
Pennsylvania Code › Title 31 - INSURANCE › Part I - General Provisions › Subpart B - Securities and Stock Transactions › Chapter 23 - PROXIES, CONSENTS AND AUTHORIZATIONS › Subchapter B - INFORMATION FURNISHED TO SECURITY HOLDERS PRIOR TO SOLICITATIONS › Section 23.24 - Information statement to security holders

Current through Register Vol. 54, No. 28, July 13, 2024
(a) If no solicitation is being made by the
					 management of the insurer with respect to an annual meeting, or other meeting,
					 the insurer shall mail to every security holder of record, at least 20 days
					 prior to the meeting date, an information statement as required by §
											23.5 (relating to disclosure of
					 equivalent information) containing the information called for by Schedule A, as
					 described in Subchapter F (relating to required information for Schedules A and
					 B), 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 solicited in connection
					 with the meeting.
(b) If the
					 information statement relates to an annual meeting at which directors are to be
					 elected, it shall be accompanied by an annual report to those security holders
					 in the form provided in §
											23.22 (relating to financial
					 statements accompanying proxies).
This section cited in 31 Pa. Code §
													23.5 (relating to disclosure of
						  equivalent information); and 31 Pa. Code §
													23.54 (relating to annual
						  reports).
Pennsylvania Code › Title 31 - INSURANCE › Part I - General Provisions › Subpart B - Securities and Stock Transactions › Chapter 23 - PROXIES, CONSENTS AND AUTHORIZATIONS › Subchapter C - PROXY AND INFORMATION STATEMENTS › Section 23.31 - Form of proxies

Current through Register Vol. 54, No. 28, July 13, 2024
(a) Proxy forms
					 shall indicate in bold-face type whether the proxy is solicited on behalf of
					 the management, shall provide a specifically designated blank space for dating
					 the proxy, and shall clearly and impartially identify each matter or group of
					 related matters intended to be acted upon whether proposed by the management or
					 the security holders.
(b) No
					 reference need be made to proposals for which discretionary authority is
					 conferred pursuant to §
											23.34 (relating to conferring
					 discretionary authority on other matters).
Pennsylvania Code › Title 31 - INSURANCE › Part I - General Provisions › Subpart B - Securities and Stock Transactions › Chapter 23 - PROXIES, CONSENTS AND AUTHORIZATIONS › Subchapter C - PROXY AND INFORMATION STATEMENTS › Section 23.32 - Means for voting proxy statements

Current through Register Vol. 54, No. 28, July 13, 2024
(a)
					 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 in the proxy, other than elections to
					 office.
(b) A proxy may confer
					 discretionary authority with respect to matters as to which a choice is not
					 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
					 case.
This section cited in 31 Pa. Code §
													23.36 (relating to recording of
						  specific votes).
Pennsylvania Code › Title 31 - INSURANCE › Part I - General Provisions › Subpart B - Securities and Stock Transactions › Chapter 23 - PROXIES, CONSENTS AND AUTHORIZATIONS › Subchapter C - PROXY AND INFORMATION STATEMENTS › Section 23.33 - Withholding voting authority on proxies

Current through Register Vol. 54, No. 28, July 13, 2024
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 a manner so as not to withhold
						authority to vote for elections to office shall be deemed to grant that
						authority, provided the form of proxy so states in bold-face
						type.
Pennsylvania Code › Title 31 - INSURANCE › Part I - General Provisions › Subpart B - Securities and Stock Transactions › Chapter 23 - PROXIES, CONSENTS AND AUTHORIZATIONS › Subchapter C - PROXY AND INFORMATION STATEMENTS › Section 23.34 - Conferring discretionary authority on other matters

Current through Register Vol. 54, No. 28, July 13, 2024
A proxy may confer discretionary authority with respect
						to other matters which may come before the meeting if the persons on whose
						behalf the solicitation is made are not aware a reasonable time before the
						solicitation is made that any other matters are to be presented for action at
						the meeting, and if a specific statement to that effect is made in the proxy
						statement or in the form of proxy.
This section cited in 31 Pa. Code §
													23.31 (relating to form of
						  proxies).
Pennsylvania Code › Title 31 - INSURANCE › Part I - General Provisions › Subpart B - Securities and Stock Transactions › Chapter 23 - PROXIES, CONSENTS AND AUTHORIZATIONS › Subchapter C - PROXY AND INFORMATION STATEMENTS › Section 23.35 - Authority forbidden in proxies

Current through Register Vol. 54, No. 28, July 13, 2024
No proxy shall confer authority in either of the
						following instances:
(1) A vote for
					 the election of any person to any office for which a bona fide nominee is not
					 named in the proxy statement.
(2) A
					 vote at any annual meeting, other than the next annual meeting or an
					 adjournment thereof, to be held after the date on which the proxy statement and
					 the form of proxy are first sent or given to the security holders.
Pennsylvania Code › Title 31 - INSURANCE › Part I - General Provisions › Subpart B - Securities and Stock Transactions › Chapter 23 - PROXIES, CONSENTS AND AUTHORIZATIONS › Subchapter C - PROXY AND INFORMATION STATEMENTS › Section 23.36 - Recording of specific votes

Current through Register Vol. 54, No. 28, July 13, 2024
The proxy statement or form of proxy shall provide,
						subject to reasonable specified conditions, that the proxy shall be voted and
						that whenever the person solicited specifies, by means of the ballot provided
						under §
											23.32 (relating to means for
						voting proxy statements), a choice with respect to any matter to be acted upon,
						the vote shall be recorded pursuant to the specifications so
						made.
Pennsylvania Code › Title 31 - INSURANCE › Part I - General Provisions › Subpart B - Securities and Stock Transactions › Chapter 23 - PROXIES, CONSENTS AND AUTHORIZATIONS › Subchapter C - PROXY AND INFORMATION STATEMENTS › Section 23.37 - Presentation of materials in the statement

Current through Register Vol. 54, No. 28, July 13, 2024
The information included in the proxy statement or
						information statement shall be clearly presented and the statements made shall
						be divided into groups according to subject matter, with appropriate headings.
						All printed proxy statements or information statements shall be clearly and
						legibly presented.
Pennsylvania Code › Title 31 - INSURANCE › Part I - General Provisions › Subpart B - Securities and Stock Transactions › Chapter 23 - PROXIES, CONSENTS AND AUTHORIZATIONS › Subchapter D - MATERIALS TO BE FILED WITH THE INSURANCE DEPARTMENT › Section 23.41 - Preliminary copies of information statements

Current through Register Vol. 54, No. 28, July 13, 2024
Two preliminary copies of the information statement or
						the proxy statement and form of proxy, as well as any other soliciting material
						to be furnished to security holders at the same time, shall be filed with the
						Insurance Department at least ten days prior to the date definitive copies of
						the material are first sent or given to security holders, or within any shorter
						period which the Insurance Department may authorize upon a showing of good
						cause.
This section cited in 31 Pa. Code §
													23.23 (relating to copies for
						  Insurance Department); and 31 Pa. Code §
													23.46 (relating to definitive
						  copies of soliciting material in the form of public
						  statements).
Pennsylvania Code › Title 31 - INSURANCE › Part I - General Provisions › Subpart B - Securities and Stock Transactions › Chapter 23 - PROXIES, CONSENTS AND AUTHORIZATIONS › Subchapter D - MATERIALS TO BE FILED WITH THE INSURANCE DEPARTMENT › Section 23.42 - Preliminary copies of additional soliciting material

Current through Register Vol. 54, No. 28, July 13, 2024
Two preliminary copies of any additional soliciting
						material relating to the same meeting or any subject matter to be furnished to
						security holders subsequent to the proxy statements shall be filed with the
						Insurance Department at least 2 days (exclusive of Saturdays, Sundays or
						holidays) prior to the date copies are to be sent or given to security holders,
						or within any shorter period prior to that date which the Insurance Department
						may authorize upon a showing of good cause.
This section cited in 31 Pa. Code §
													23.46 (relating to definitive
						  copies of soliciting material in the form of public
						  statements).
Pennsylvania Code › Title 31 - INSURANCE › Part I - General Provisions › Subpart B - Securities and Stock Transactions › Chapter 23 - PROXIES, CONSENTS AND AUTHORIZATIONS › Subchapter D - MATERIALS TO BE FILED WITH THE INSURANCE DEPARTMENT › Section 23.43 - Definitive copies of statements and soliciting material

Current through Register Vol. 54, No. 28, July 13, 2024
Two definitive copies of the information statement or the
						proxy statement, the form of proxy, and all other soliciting material, in the
						form in which the material is to be furnished to security holders, shall be
						filed with or mailed for filing to the Insurance Department not later than the
						date on which the material is first sent or given to the security
						holders.
This section cited in 31 Pa. Code §
													23.46 (relating to definitive
						  copies of soliciting material in the form of public
						  statements).
Pennsylvania Code › Title 31 - INSURANCE › Part I - General Provisions › Subpart B - Securities and Stock Transactions › Chapter 23 - PROXIES, CONSENTS AND AUTHORIZATIONS › Subchapter D - MATERIALS TO BE FILED WITH THE INSURANCE DEPARTMENT › Section 23.44 - Amended materials

Current through Register Vol. 54, No. 28, July 13, 2024
If any information statement or proxy statement, form of
						proxy or any other material filed under this subchapter is amended or revised,
						two of the copies shall be marked to clearly show those
						changes.
Pennsylvania Code › Title 31 - INSURANCE › Part I - General Provisions › Subpart B - Securities and Stock Transactions › Chapter 23 - PROXIES, CONSENTS AND AUTHORIZATIONS › Subchapter D - MATERIALS TO BE FILED WITH THE INSURANCE DEPARTMENT › Section 23.45 - Replies to inquiries and requests excepted

Current through Register Vol. 54, No. 28, July 13, 2024
Copies of replies to inquiries from security holders
						requesting additional information and copies of communications which merely
						request that forms of proxy theretofore solicited be signed and returned need
						not be filed.
Pennsylvania Code › Title 31 - INSURANCE › Part I - General Provisions › Subpart B - Securities and Stock Transactions › Chapter 23 - PROXIES, CONSENTS AND AUTHORIZATIONS › Subchapter D - MATERIALS TO BE FILED WITH THE INSURANCE DEPARTMENT › Section 23.46 - Definitive copies of soliciting material in the form of public statements

Current through Register Vol. 54, No. 28, July 13, 2024
(a) Copies of
					 soliciting material in the form of speeches, press releases, and radio and
					 television scripts may, but need not, be filed with the Insurance Department
					 prior to use or publication. Definitive copies, however, shall be filed with or
					 mailed to the Insurance Department as required by §
											23.43 (relating to definitive
					 copies of statements and soliciting material) not later than the date such
					 material is used or published.
(b)
					 Sections 23.41 and
					 23.42 (relating to preliminary
					 copies of information statements; preliminary copies of additional soliciting
					 material) as well as §
											23.67 (relating to solicitations
					 prior to written proxy statements) shall apply to any reprints or reproductions
					 of all or part of the materials.
Pennsylvania Code › Title 31 - INSURANCE › Part I - General Provisions › Subpart B - Securities and Stock Transactions › Chapter 23 - PROXIES, CONSENTS AND AUTHORIZATIONS › Subchapter E - ELECTION CONTESTS › GENERAL PROVISIONS › Section 23.51 - Definition of "participant" and "participant in a solicitation"

Current through Register Vol. 54, No. 28, July 13, 2024
(a) When used in
						this subchapter, the terms "participant" and "participant in a solicitation"
						shall include the following meanings, unless the context clearly indicates
						otherwise:
(1) The insurer.
(2) Any director of the insurer and any
						nominee for whose election as a director proxies are solicited.
(3) Any other person, acting alone or with
						one or more other persons, committees, or groups, in organizing, directing, or
						financing the solicitation.
Pennsylvania Code › Title 31 - INSURANCE › Part I - General Provisions › Subpart B - Securities and Stock Transactions › Chapter 23 - PROXIES, CONSENTS AND AUTHORIZATIONS › Subchapter E - ELECTION CONTESTS › GENERAL PROVISIONS › Section 23.52 - Applicability

Current through Register Vol. 54, No. 28, July 13, 2024
The provisions of this subchapter shall apply to any
						  solicitation made by any person or group in order to oppose any other
						  solicitation issued under this chapter with respect to the election or removal
						  of directors at any annual or special meeting of security
						  holders.
Pennsylvania Code › Title 31 - INSURANCE › Part I - General Provisions › Subpart B - Securities and Stock Transactions › Chapter 23 - PROXIES, CONSENTS AND AUTHORIZATIONS › Subchapter E - ELECTION CONTESTS › GENERAL PROVISIONS › Section 23.53 - Filing requirements for initial solicitations

Current through Register Vol. 54, No. 28, July 13, 2024
Two copies of any soliciting material proposed to be
						  sent or given to security holders prior to the furnishing of the written proxy
						  statement required by §
												23.21 (relating to required
						  information prior to solicitations) shall be filed with the Insurance
						  Department in preliminary form at least five business days prior to the date
						  definitive copies of the material are first sent or given to the security
						  holders, or within any shorter period which the Insurance Department may
						  authorize upon a showing of good cause.
Pennsylvania Code › Title 31 - INSURANCE › Part I - General Provisions › Subpart B - Securities and Stock Transactions › Chapter 23 - PROXIES, CONSENTS AND AUTHORIZATIONS › Subchapter E - ELECTION CONTESTS › GENERAL PROVISIONS › Section 23.54 - Annual reports

Current through Register Vol. 54, No. 28, July 13, 2024
(a)
						Notwithstanding the provisions of §§
												23.22 and
						23.24 (relating to financial
						statements accompanying proxies; information statement to security holders),
						two copies of any portion of the annual report referred to in §
												23.23 (relating to copies for
						Insurance Department), which comments upon or refers to any solicitation or
						which refers to any participant in such a solicitation, other than
						solicitations by the management, shall be filed with the Insurance Department
						as proxy material subject to the provisions of this chapter.
(b) The portion of the report specified in
						subsection (a) shall be filed with the Insurance Department in preliminary form
						at least 5 days prior to the date copies of the report are first sent or given
						to security holders.
Pennsylvania Code › Title 31 - INSURANCE › Part I - General Provisions › Subpart B - Securities and Stock Transactions › Chapter 23 - PROXIES, CONSENTS AND AUTHORIZATIONS › Subchapter E - ELECTION CONTESTS › FILING INFORMATION REQUIRED BY SCHEDULE B › Section 23.61 - Duplicate information

Current through Register Vol. 54, No. 28, July 13, 2024
No solicitation subject to this subchapter shall be
						  made by any person other than the management of an insurer unless, at least
						  five business days beforehand (or any shorter period which the Insurance
						  Department may authorize upon a showing of good cause), there has been filed
						  with the Insurance Department by or on behalf of each participant in the
						  solicitation, a statement in duplicate containing the information specified by
						  Schedule B, as described in Subchapter F (relating to required information for
						  Schedules A and B), and a copy of any material proposed to be distributed to
						  security holders in the furtherance of such solicitation. If preliminary copies
						  of any materials are filed, distribution to security holders shall be deferred
						  until the comments of the Insurance Department have been received and complied
						  with.
This section cited in 31 Pa. Code §
														23.64 (relating to information as
							 to additional participants).