reglab/statecodes huggingface dataset:
Rhode Island Code of Regulations › Title 230 - Department of Business Regulation › Chapter 20 - Insurance › Subchapter 45 - Financial Standards and Corporate Operations › Part 4 - Proxies, Consents and Authorizations of Domestic Stock Insurers › Section 230-RICR-20-45-4.4 - Definitions

Current through June 14, 2024
A. The definitions and instructions set out
				  in Schedule SIS, as promulgated by the National Association of Insurance
				  Commissioners, shall be applicable for purposes of this Part.
B. The terms "solicit" and "solicitation" for
				  purposes of this Part shall include:
1. any
				  request for a proxy, whether or not accompanied by or included in a form of
				  proxy; or
2. any request to execute
				  or not to execute, or to revoke, a proxy; or
3. the furnishing of a proxy or other
				  communication to stockholders under circumstances reasonably calculated to
				  result in the procurement, withholding or revocation of a proxy.
Rhode Island Code of Regulations › Title 230 - Department of Business Regulation › Chapter 20 - Insurance › Subchapter 45 - Financial Standards and Corporate Operations › Part 4 - Proxies, Consents and Authorizations of Domestic Stock Insurers › Section 230-RICR-20-45-4.5 - Information to be Furnished to Stockholders

Current through June 14, 2024
A. No
				  solicitation subject to this Part 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 §
										4.11   of this
				  Part.
B. If the solicitation is
				  made on behalf of the management of the insurer and relates to an annual
				  meeting of stockholders at which directors are to be elected, each proxy
				  statement furnished pursuant to §
										4.5(A)   of this Part shall be accompanied
				  or preceded by an annual report (in preliminary or final form) to such
				  stockholders 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 stockholders may be in any form deemed
				  suitable by the management.
C. Two
				  copies of each report sent to the stockholders pursuant to this section shall
				  be mailed to the Department, not later than the date on which such report is
				  first sent or given to stockholders or the date on which preliminary copies of
				  solicitation material are filed with the Department, pursuant to §
										4.7(A)
				    of this Part, whichever date is later.
Rhode Island Code of Regulations › Title 230 - Department of Business Regulation › Chapter 20 - Insurance › Subchapter 45 - Financial Standards and Corporate Operations › Part 4 - Proxies, Consents and Authorizations of Domestic Stock Insurers › Section 230-RICR-20-45-4.6 - Requirements as to Proxy

Current through June 14, 2024
A. The form of
				  proxy shall:
1. Indicate in bold-face type
				  whether or not the proxy is solicited on behalf of the management;
2. Provide a specifically designated blank
				  space for dating the proxy and
3.
				  Identify clearly and impartially each matter or group of related matters
				  intended to be acted upon, whether proposed by the management, or stockholders.
Rhode Island Code of Regulations › Title 230 - Department of Business Regulation › Chapter 20 - Insurance › Subchapter 45 - Financial Standards and Corporate Operations › Part 4 - Proxies, Consents and Authorizations of Domestic Stock Insurers › Section 230-RICR-20-45-4.7 - Material Required to be Filed

Current through June 14, 2024
A. Two (2)
				  preliminary copies of the proxy statement and form of proxy and any other
				  soliciting material to be furnished to stockholders concurrently therewith
				  shall be filed with the Department at least ten days prior to the date
				  definitive copies of such material are first sent or given to stockholders, or
				  such a shorter period prior to that date as the Department may authorize upon a
				  showing of good cause therefor.
B.
				  Two (2) preliminary copies of any additional soliciting material relating to
				  the same meeting or subject matter to be furnished to stockholders subsequent
				  to the proxy statement shall be filed with the Department at least two days
				  (exclusive of Saturdays, Sundays or holidays) prior to the date copies of this
				  material are first sent or given to stockholders or a shorter period prior to
				  such date as the Department may authorize upon a showing of good cause
				  therefor.
C. Two (2) definitive
				  copies of the proxy statement, form of proxy and all other soliciting material
				  in the form in which this material is furnished to stockholders, shall be filed
				  with, or mailed for filing to, the Department not later that the date such
				  material is first sent or given to the stockholders.
D. Where any proxy statement, form of proxy
				  or other material filed pursuant to these rules is amended or revised, two of
				  the copies shall be marked to clearly show such changes.
E. Copies of replies to inquiries from
				  stockholders requesting further information and copies of communications which
				  do no more than request that forms of proxy theretofore solicited be signed and
				  returned need not be filed pursuant to this section.
F. Notwithstanding the provisions of
				  §
										4.7(A) and (B)   and §
										4.10(E)   of this Part, copies of soliciting
				  material in the form of speeches, press releases and radio or television
				  scripts may, but need not, be filed with the Department prior to use or
				  publication. Definitive copies, however, shall be filed with or mailed for
				  filing to the Department, as required by §
										4.7(C)   of this Part not later
				  than the date such material is used or published. The provisions of
				  §
										4.7(A) and (B)   of this Part and of §
										4.10(E)   of this Part shall
				  apply, however, to any reprints or reproductions of all or any part of such
				  material.
Rhode Island Code of Regulations › Title 230 - Department of Business Regulation › Chapter 20 - Insurance › Subchapter 45 - Financial Standards and Corporate Operations › Part 4 - Proxies, Consents and Authorizations of Domestic Stock Insurers › Section 230-RICR-20-45-4.8 - False or Misleading Statements

Current through June 14, 2024
No solicitation subject to this Part shall be made by means
					 of any proxy statement, form of proxy, notice of meeting, or other
					 communication, written or oral, containing 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 solicitation of a proxy for the same meeting or subject
					 matter which has become false or misleading.
Rhode Island Code of Regulations › Title 230 - Department of Business Regulation › Chapter 20 - Insurance › Subchapter 45 - Financial Standards and Corporate Operations › Part 4 - Proxies, Consents and Authorizations of Domestic Stock Insurers › Section 230-RICR-20-45-4.9 - Prohibition of Certain Solicitation.

Current through June 14, 2024
No person making a solicitation which is subject to this
					 Part 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 stockholder.
Rhode Island Code of Regulations › Title 230 - Department of Business Regulation › Chapter 20 - Insurance › Subchapter 45 - Financial Standards and Corporate Operations › Part 4 - Proxies, Consents and Authorizations of Domestic Stock Insurers › Section 230-RICR-20-45-4.10 - Special Provisions Applicable to Election Contests

Current through June 14, 2024
A. Applicability. This section shall apply to
				  any solicitation subject to this Part by any person or group for the purpose of
				  opposing a solicitation subject to this Part by any other person or group with
				  respect to the election or removal of directors at any annual or special
				  meeting of stockholders.
B.
				  Participant or Participant in a Solicitation
1. For purposes of this section the terms
				  "participant" and "participant in a solicitation" include:
a. The insurer;
b. Any director of the insurer, and any
				  nominee for whose election as a director proxies are solicited;
c. Any other person, acting alone or with one
				  or more other persons, committees or groups, in organizing, directing or
				  financing the solicitation.
Rhode Island Code of Regulations › Title 230 - Department of Business Regulation › Chapter 20 - Insurance › Subchapter 45 - Financial Standards and Corporate Operations › Part 4 - Proxies, Consents and Authorizations of Domestic Stock Insurers › Section 230-RICR-20-45-4.11 - Information Required in Proxy Statement

Current through June 14, 2024
A. Item 1.
				  Revocability of Proxy. State whether or not the person giving the proxy has the
				  power to revoke it. If the right of revocation before the proxy is exercised is
				  limited or is subject to compliance with any formal procedure, briefly describe
				  such limitation or procedure.
B.
				  Item 2. Dissenters' Right of Appraisal. Outline briefly the rights of appraisal
				  or similar tights of dissenting stockholders with respect to any matter to be
				  acted upon and indicate any statutory procedure required to be followed by such
				  stockholders in order to perfect their rights. Where such rights may be
				  exercised only within a limited time after the date of the adoption of a
				  proposal, the filing of a charter amendment, or other similar act, state
				  whether the person solicited will be notified of such date.
C. Item 3. Persons Making Solicitation Not
				  Subject to §
										4.10   of this Part.
1. If the
				  solicitation is made by the management of the insurer, so state. Give the name
				  of any director of the insurer who has informed the management in writing that
				  he intends to oppose any action intended to be taken by the management and
				  indicate the action which he intends to oppose.
2. If the solicitation is made otherwise than
				  by the management of the insurer, state the names and addresses of the persons
				  by whom and on whose behalf, it is made and the names and addresses of the
				  persons by whom the cost of solicitation has been or will be borne, directly or
				  indirectly.
3. If the solicitation
				  is to be made by specially engaged employees or paid solicitors, state
a. the material features of any contract or
				  arrangement for such solicitation and identify the parties, and
b. the cost or anticipated cost
				  thereof.
Rhode Island Code of Regulations › Title 230 - Department of Business Regulation › Chapter 20 - Insurance › Subchapter 45 - Financial Standards and Corporate Operations › Part 4 - Proxies, Consents and Authorizations of Domestic Stock Insurers › Section 230-RICR-20-45-4.12 - Information To Be Included In Statement Filed By Or On Behalf Of A Participant (Other Than The Insurer) In A Proxy Solicitation In An Election Contest.

Current through June 14, 2024
A. Item 1. Insurer. State the name and
				  address of the insurer.
B. Item 2.
				  Identify and Background.
1. State the
				  Following:
a. Your name and business
				  address
b. 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.
Rhode Island Code of Regulations › Title 230 - Department of Business Regulation › Chapter 20 - Insurance › Subchapter 45 - Financial Standards and Corporate Operations › Part 5 - Insider Trading of Domestic Stock Insurance Company Equity Securities (230-RICR-20-45-5) › Section 230-RICR-20-45-5.1 - Definitions of Certain Terms.

Current through June 14, 2024
A. "Act" means R.I.
				  Gen. Laws §§
										27-1-29 to
				  27-1-36, inclusive, of the general
				  laws.
B. "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.
C. "Immediate family" of a
				  trustee means:
1. a son or daughter of the
				  trustee, or a descendant of either;
2. a stepson or stepdaughter of the
				  trustee;
3. the father or mother of
				  the trustee, or an ancestor of either;
4. a stepfather or stepmother of the
				  trustee;
5. a spouse of the
				  trustee.
6. For the purpose of
				  determining whether any of the foregoing relations exists, a legally adopted
				  child of a person shall be considered a child of such person by
				  blood.
Rhode Island Code of Regulations › Title 230 - Department of Business Regulation › Chapter 20 - Insurance › Subchapter 45 - Financial Standards and Corporate Operations › Part 5 - Insider Trading of Domestic Stock Insurance Company Equity Securities (230-RICR-20-45-5) › Section 230-RICR-20-45-5.2 - Definition of Securities "Held of Record."

Current through June 14, 2024
A. For
				  the purpose of determining whether the equity securities of an issuer 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 such
				  issuer, subject to the following conditions:
1. 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.
2.
				  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.
3. 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.
4. Securities held by two (2) or more persons
				  as co-owners shall be included as held of record by one person.
5. Each outstanding unregistered or bearer
				  certificate shall be included as held of record by a separate person, except to
				  the extent that the issuer 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.
6.
				  Securities registered in substantially similar names where the issuer 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.
Rhode Island Code of Regulations › Title 230 - Department of Business Regulation › Chapter 20 - Insurance › Subchapter 45 - Financial Standards and Corporate Operations › Part 5 - Insider Trading of Domestic Stock Insurance Company Equity Securities (230-RICR-20-45-5) › Section 230-RICR-20-45-5.3 - Transactions Exempted from the Operation of R.I. Gen. Laws Section 27-1-30

Current through June 14, 2024
Any acquisition or disposition of any equity security by a
					 director or officer of an issuer within six (6) months prior to the date on
					 which this act shall first become applicable with respect to the equity
					 securities of such issuer shall not be subject to the operation of R.I. Gen.
					 Laws §
										27-1-30.
Rhode Island Code of Regulations › Title 230 - Department of Business Regulation › Chapter 20 - Insurance › Subchapter 45 - Financial Standards and Corporate Operations › Part 5 - Insider Trading of Domestic Stock Insurance Company Equity Securities (230-RICR-20-45-5) › Section 230-RICR-20-45-5.4 - Reports of Directors, Officers and Principal Stockholders - Filing of Statements.

Current through June 14, 2024
Initial statements of beneficial ownership of equity
					 securities required by R.I. Gen. Laws §
										27-1-29 shall be filed on or
					 before June 30, 1966 on Form 3, a sample of which is attached hereto.
					 Statements of changes in such beneficial ownership required by R.I. Gen. Laws
					 §
										27-1-29 shall be filed on Form 4,
					 a sample of which is attached hereto. All such statements shall be prepared and
					 filed in accordance with the requirements of the applicable
					 form.
Rhode Island Code of Regulations › Title 230 - Department of Business Regulation › Chapter 20 - Insurance › Subchapter 45 - Financial Standards and Corporate Operations › Part 5 - Insider Trading of Domestic Stock Insurance Company Equity Securities (230-RICR-20-45-5) › Section 230-RICR-20-45-5.5 - Ownership of More than Ten Percent of an Equity Security.

Current through June 14, 2024
In determining, for the purpose of R.I. Gen. Laws §
										27-1-29 whether a person is the
					 beneficial owner, directly or indirectly, of more than ten percent (10%) of any
					 class of any equity security of an issuer such class shall be deemed to consist
					 of the total amount of such class outstanding, exclusive of any securities of
					 such class held by or for the account of the issuer or a subsidiary of the
					 issuer: except that for the purpose of determining percentage ownership of
					 voting trust certificates or certificates of deposit for equity securities, the
					 class 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 is question, whether or not all of such outstanding securities have
					 been so deposited For the purpose of this rule a person acting in good faith
					 may rely on the information contained in the latest Convention Form Statement
					 filed with the Commissioner, with respect to the amount of securities of a
					 class outstanding or in the case of voting trust certificates or certificates
					 of deposit the amount thereof issuable.
Rhode Island Code of Regulations › Title 230 - Department of Business Regulation › Chapter 20 - Insurance › Subchapter 45 - Financial Standards and Corporate Operations › Part 5 - Insider Trading of Domestic Stock Insurance Company Equity Securities (230-RICR-20-45-5) › Section 230-RICR-20-45-5.6 - Disclaimer of Beneficial Ownership.

Current through June 14, 2024
Any person filing a statement may expressly declare therein
					 that the filing of such statement shall not be construed as an admission that
					 such person is, for the purpose of the act, the beneficial owner of any equity
					 securities covered by the statement.
Rhode Island Code of Regulations › Title 230 - Department of Business Regulation › Chapter 20 - Insurance › Subchapter 45 - Financial Standards and Corporate Operations › Part 5 - Insider Trading of Domestic Stock Insurance Company Equity Securities (230-RICR-20-45-5) › Section 230-RICR-20-45-5.7 - Exemption from R.I. Gen. Laws Sections 27-1-29 and 27-1-30.

Current through June 14, 2024
A. During the period of twelve (12) months
				  following their appointment and qualification, securities held by the following
				  their appointment and qualification, securities held by the following persons
				  shall be exempt from R.I. Gen. Laws §§
										27-1-29 and
				  27-1-30.
1. Executors or administrators of the estate
				  of a decedent;
2. Guardians or
				  committees for an incompetent; and
3. Receivers, trustees in bankruptcy,
				  assignees for the benefit of creditors, conservators, liquidating agents, and
				  other similar persons duly authorized by law to administer the estate or assets
				  of other persons.
Rhode Island Code of Regulations › Title 230 - Department of Business Regulation › Chapter 20 - Insurance › Subchapter 45 - Financial Standards and Corporate Operations › Part 5 - Insider Trading of Domestic Stock Insurance Company Equity Securities (230-RICR-20-45-5) › Section 230-RICR-20-45-5.8 - Exemptions from the Act of Securities Purchased or Sold by Odd Lot Dealers.

Current through June 14, 2024
Securities purchased or sold by an odd-lot dealer in odd
					 lots so far as reasonably necessary to carry on odd-lot transactions or in
					 round lots to offset odd-lot transactions previously or simultaneously executed
					 or reasonably anticipated in the usual course of business, shall be exempt from
					 the provisions of the act with respect to participation by such odd-lot dealer
					 in such transaction.
Rhode Island Code of Regulations › Title 230 - Department of Business Regulation › Chapter 20 - Insurance › Subchapter 45 - Financial Standards and Corporate Operations › Part 5 - Insider Trading of Domestic Stock Insurance Company Equity Securities (230-RICR-20-45-5) › Section 230-RICR-20-45-5.9 - Certain Transactions Subject to R.I. Gen. Laws Section 27-1-29

Current through June 14, 2024
The acquisition or disposition of any transferable option,
					 put, call, spread or straddle shall be deemed such a change in the beneficial
					 ownership of the security to which such privilege relates as to require the
					 filing of a statement reflecting the acquisition or disposition of such
					 privilege. Nothing in this paragraph, however, shall exempt any person from
					 filing the statements required upon the exercise of such option, put, call,
					 spread or straddle.
Rhode Island Code of Regulations › Title 230 - Department of Business Regulation › Chapter 20 - Insurance › Subchapter 45 - Financial Standards and Corporate Operations › Part 5 - Insider Trading of Domestic Stock Insurance Company Equity Securities (230-RICR-20-45-5) › Section 230-RICR-20-45-5.10 - Ownership of Securities Held in Trust.

Current through June 14, 2024
A. Beneficial
				  Ownership of a security for the purpose of R.I. Gen. Laws §
										27-1-29 shall include:
1. The ownership of securities as a trustee
				  where either the trustee or members of his immediate family have a vested
				  interest in the income or corpus of the trust,
2. The ownership of a vested beneficial
				  interest in a trust, and
3. The
				  ownership of securities as a settlor of a trust in which the settlor has the
				  power to revoke the trust without obtaining the consent of all the
				  beneficiaries.
Rhode Island Code of Regulations › Title 230 - Department of Business Regulation › Chapter 20 - Insurance › Subchapter 45 - Financial Standards and Corporate Operations › Part 5 - Insider Trading of Domestic Stock Insurance Company Equity Securities (230-RICR-20-45-5) › Section 230-RICR-20-45-5.11 - Exemption for Small Transactions.

Current through June 14, 2024
A. Any acquisition
				  of securities shall be exempt from R.I. Gen. Laws §
										27-1-29 where
1. The person effecting the acquisition does
				  not within six (6) months thereafter effect any disposition, otherwise than by
				  way of gift, of securities of the same class, and
2. The person effecting such acquisition does
				  not participate in acquisitions or in dispositions of securities of the same
				  class having a total market value in excess of three thousand dollars ($3,000)
				  for any six (6) month period during which the acquisition occurs.
Rhode Island Code of Regulations › Title 230 - Department of Business Regulation › Chapter 20 - Insurance › Subchapter 45 - Financial Standards and Corporate Operations › Part 5 - Insider Trading of Domestic Stock Insurance Company Equity Securities (230-RICR-20-45-5) › Section 230-RICR-20-45-5.12 - Exemption from R.I. Gen. Laws Section 27-1-30 of the Act of Transactions Which Need Not Be Reported under R.I. Gen. Laws Section 27-1-29.

Current through June 14, 2024
Any transaction which has been or shall be exempted from
					 the requirements of R.I. Gen. Laws §
										27-1-29 shall, insofar as it is
					 otherwise subject to the provisions of R.I. Gen. Laws §
										27-1-30 be likewise exempted from
					 R.I. Gen. Laws §
										27-1-30.
Rhode Island Code of Regulations › Title 230 - Department of Business Regulation › Chapter 20 - Insurance › Subchapter 45 - Financial Standards and Corporate Operations › Part 5 - Insider Trading of Domestic Stock Insurance Company Equity Securities (230-RICR-20-45-5) › Section 230-RICR-20-45-5.13 - Exemption from R.I. Gen. Laws Section 27-1-30 of Certain Transactions Effected in connection with a Distribution.

Current through June 14, 2024
A. Any
				  transaction of purchase and sale, or sale and purchase, of a security which is
				  affected in connection with the distribution of a substantial block of
				  securities shall be exempt from the provisions of R.I. Gen. Laws §
										27-1-30, to the extent specified,
				  as not comprehended within the purpose of said Section, upon the following
				  conditions:
1. The person affecting 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 issuer of 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 for 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 R.I. Gen. Laws §
											27-1-30 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 R.I.
				  Gen. Laws §
											27-1-30 by §
											5.13   of this
				  Part. However, the performance of the functions of a 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
				  §
											5.13   of this Part.
Rhode Island Code of Regulations › Title 230 - Department of Business Regulation › Chapter 20 - Insurance › Subchapter 45 - Financial Standards and Corporate Operations › Part 5 - Insider Trading of Domestic Stock Insurance Company Equity Securities (230-RICR-20-45-5) › Section 230-RICR-20-45-5.15 - Exemption from R.I. Gen. Laws Section 27-1-30 of Certain Transactions in Which Securities are Received by Redeeming Other Securities.

Current through June 14, 2024
A. Any acquisition of an equity security,
				  other than a convertible security or tight to purchase a security, by a
				  director or officer of the issuer of such security shall be exempt from the
				  operation of R.I. Gen. Laws §
										27-1-30 if:
1. The equity security is acquired by way of
				  redemption of another security of an issuer substantially all of whose assets
				  other than cash, or Government bonds, consist of securities of the issuer of
				  the equity security so acquired, and which
a.
				  Represented substantially and in practical effect a stated or readily
				  ascertainable amount of such equity security,
b. Had a value which was substantially
				  determined by the value of such equity security, and
c. Conferred upon the holder the right to
				  receive such equity security without the payment of any consideration other
				  than the security redeemed;
Rhode Island Code of Regulations › Title 230 - Department of Business Regulation › Chapter 20 - Insurance › Subchapter 45 - Financial Standards and Corporate Operations › Part 5 - Insider Trading of Domestic Stock Insurance Company Equity Securities (230-RICR-20-45-5) › Section 230-RICR-20-45-5.16 - Exemption of Long Term Profits Incident to Sales Within Six Months of the Exercise of an Option.

Current through June 14, 2024
A. To the extent
				  specified in §
										5.16(B)   of this Part, the Commissioner hereby exempts as not
				  comprehended within the purposes of R.I. Gen. Laws §
										27-1-30 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 (6) months before its exercise, or
2. acquired pursuant to the terms of an
				  employment contract entered into more than six (6) months before its
				  exercise.
Rhode Island Code of Regulations › Title 230 - Department of Business Regulation › Chapter 20 - Insurance › Subchapter 45 - Financial Standards and Corporate Operations › Part 5 - Insider Trading of Domestic Stock Insurance Company Equity Securities (230-RICR-20-45-5) › Section 230-RICR-20-45-5.17 - Exemption from R.I. Gen. Laws Section 27-1-30 of Certain Acquisitions and Dispositions of Securities Pursuant to Merger or Consolidations.

Current through June 14, 2024
A. The following transactions shall be exempt
				  from the provisions of R.I. Gen. Laws §
										27-1-30 as not comprehended within
				  the purpose of said Section;
1. The
				  acquisition of a security of an issuer, pursuant to a merger or consolidation,
				  in exchange for a security of an issuer which, prior to said merger or
				  consolidation, owned eighty-five percent (85%) or more of the equity securities
				  of all other issuers involved in the merger or consolidation except, in the
				  case of consolidation, the resulting issuer;
2. The disposition of a security, pursuant to
				  a merger or consolidation of an issuer which, prior to said merger or
				  consolidation, owner eighty-five percent (85%) or more of the equity securities
				  of all other issuers involved in the merger or consolidation except, in the
				  case of consolidation, the resulting issuer;
3. The acquisition of a security of an
				  issuer, pursuant to a merger or consolidation, in exchange for a security of an
				  issuer which, prior to said merger or consolidation, held over eighty-five
				  percent of the combined assets of all the issuers 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 twelve (12) month period prior to the merger or
				  consolidation.
4. The disposition
				  of a security, pursuant to a merger or consolidation, of an issuer which, prior
				  to said merger or consolidation, held over eighty-five percent (85%) of the
				  combined assets of all the issuers 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 twelve (12) month period prior to the merger or consolidation.
Rhode Island Code of Regulations › Title 230 - Department of Business Regulation › Chapter 20 - Insurance › Subchapter 45 - Financial Standards and Corporate Operations › Part 5 - Insider Trading of Domestic Stock Insurance Company Equity Securities (230-RICR-20-45-5) › Section 230-RICR-20-45-5.18 - Exemption from R.I. Gen. Laws Section 27-1-30 of Certain Securities Received Upon Surrender of Similar Equity Securities.

Current through June 14, 2024
A. Any receipt by a person from an issuer of
				  its shares of stock of a class having general voting power upon the surrender
				  by such person of an equal number of shares of stock of such issuer of a class
				  which does not have general voting power, pursuant to provisions of the
				  issuer's certificate of incorporation, for the purpose of and accompanied
				  simultaneously or followed immediately by the sale of the shares so received,
				  shall be exempt from the operation of R.I. Gen. Laws §
										27-1-30 as a transaction not
				  comprehended within the purpose of said Section, if the following conditions
				  exist:
1. The person so receiving such shares
				  is not an officer or director, or the beneficial owner, directly or indirectly
				  immediately prior to such receipt, of more than ten percent (10%) of an equity
				  security of such issuer;
2. The
				  shares surrendered and the shares issued upon such surrender shall be of
				  classes which are freely transferable and entitle the holders thereof to
				  participate equally per share in all distributions of earnings and
				  assets;
3. The surrender and
				  issuance are made pursuant to provisions of a certificate of incorporation
				  which require that the shares issued upon such surrender shall be registered
				  upon issuance in the name of a person or persons other that the holder of the
				  shares surrendered and may be required to be issued as of right only in
				  connection with the public offering, sale and distribution of such shares and
				  the immediate sale by such holder of such shares for that purpose, or in
				  connection with a gift of such shares;
4. Neither the shares so surrendered nor any
				  shares of the same class, nor other shares of the same class as those issued
				  upon such surrender, have been or are purchased otherwise than in a transaction
				  exempted by this rule, by the person surrendering such shares, within six (6)
				  months before or after such surrender or issuance.
Rhode Island Code of Regulations › Title 230 - Department of Business Regulation › Chapter 20 - Insurance › Subchapter 45 - Financial Standards and Corporate Operations › Part 5 - Insider Trading of Domestic Stock Insurance Company Equity Securities (230-RICR-20-45-5) › Section 230-RICR-20-45-5.19 - Exemption from R.I. Gen. Laws Section 27-1-30 of Certain Transactions Involving an Exchange of Similar Securities.

Current through June 14, 2024
A. Any
				  acquisition or disposition of securities made in an exchange of shares of a
				  class, or series thereof, of stock of an issuer for an equivalent number of
				  shares of another class, or series thereof, of stock of the same issuer,
				  pursuant to a right of conversion under the terms of the issuer's charter or
				  other governing instruments shall be exempt from the operation of R.I. Gen.
				  Laws §
										27-1-30 if:
1. The shares surrendered and those acquired
				  in exchange therefor evidence substantially the same rights and privileges
				  except that, pursuant to the provisions of the issuer's charter or other
				  governing instruments, the board of directors may declare and pay a lesser
				  dividend per share on shares of the class surrendered than on shares of the
				  class acquired in exchange therefor or may declare and pay no dividend on
				  shares of the class surrendered;
2.
				  The transaction was effected in contemplation of a public sale of the shares
				  acquired in the exchange; provided, this rule shall not be construed to exempt
				  from the operation of R.I. Gen. Laws §
											27-1-30 any purchase or sale of
				  shares of the class surrendered and any sale or purchase of shares of the class
				  acquired in the exchange, otherwise than in the transaction of exchange
				  exempted by this rule, within a period of less than six (6) months.
Rhode Island Code of Regulations › Title 230 - Department of Business Regulation › Chapter 20 - Insurance › Subchapter 45 - Financial Standards and Corporate Operations › Part 5 - Insider Trading of Domestic Stock Insurance Company Equity Securities (230-RICR-20-45-5) › Section 230-RICR-20-45-5.20 - Exemption of Certain Securities from R.I. Gen. Laws Section 27-1-31.

Current through June 14, 2024
Any security shall be exempt from the operation of R.I.
					 Gen. Laws §
										27-1-31 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.
Rhode Island Code of Regulations › Title 230 - Department of Business Regulation › Chapter 20 - Insurance › Subchapter 45 - Financial Standards and Corporate Operations › Part 5 - Insider Trading of Domestic Stock Insurance Company Equity Securities (230-RICR-20-45-5) › Section 230-RICR-20-45-5.21 - Exemption from R.I. Gen. Laws Section 27-1-31 of Certain Transactions Effected in connection with a Distribution.

Current through June 14, 2024
A. Any
				  security shall be exempt from the operation of R.I. Gen. Laws §
										27-1-31 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:
1. 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
2. Other persons not within the
				  purview of R.I. Gen. Laws §
											27-1-31 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 R.I.
				  Gen. Laws §
											27-1-31 by this rule. 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 rule.
Rhode Island Code of Regulations › Title 230 - Department of Business Regulation › Chapter 20 - Insurance › Subchapter 45 - Financial Standards and Corporate Operations › Part 5 - Insider Trading of Domestic Stock Insurance Company Equity Securities (230-RICR-20-45-5) › Section 230-RICR-20-45-5.22 - Exemption of Sales of Securities To Be Acquired from R.I. Gen. Laws Section 27-1-31.

Current through June 14, 2024
A. Whenever any
				  person is entitled, as an incident to his ownership of an issued security and
				  without the payment of consideration, to receive another security "when issued"
				  or "when distributed," the security to be acquired shall be exempt from the
				  operation of R.I. Gen. Laws §
										27-1-31 provided:
1. The sale is made subject to the same
				  conditions as those attaching to the right of acquisition, and
2. Such person exercises reasonable diligence
				  to deliver such security to the purchaser promptly after his right of
				  acquisition matures, and
3. Such
				  person reports the sale on the appropriate form for reporting transactions by
				  persons subject to R.I. Gen. Laws §
											27-1-29.
Rhode Island Code of Regulations › Title 230 - Department of Business Regulation › Chapter 20 - Insurance › Subchapter 45 - Financial Standards and Corporate Operations › Part 5 - Insider Trading of Domestic Stock Insurance Company Equity Securities (230-RICR-20-45-5) › Section 230-RICR-20-45-5.23 - Arbitrage Transactions under R.I. Gen. Laws Section 27-1-33.

Current through June 14, 2024
It shall be unlawful for any director or officer of the
					 issuer of an equity security to effect any foreign or domestic arbitrage
					 transaction in any equity security or such issuer, unless he includes such
					 transaction in the statements required by R.I. Gen. Laws §
										27-1-29 and accounts to such
					 issuer for the profits arising from such transaction, as provided in R.I. Gen.
					 Laws §
										27-1-30. The provisions of R.I.
					 Gen. Laws §
										27-1-31 shall not apply to such
					 arbitrage transactions. The provisions of the act shall not apply to any bona
					 fide foreign or domestic arbitrage transaction insofar as it is effected by any
					 person other than such director or officer of the issuer of such
					 security.
Rhode Island Code of Regulations › Title 230 - Department of Business Regulation › Chapter 20 - Insurance › Subchapter 45 - Financial Standards and Corporate Operations › Part 6 - Voluntary Restructuring of Solvent Insurers (230-RICR-20-45-6) › Section 230-RICR-20-45-6.1 - Authority

Current through June 14, 2024
This Regulation is promulgated in accordance with R.I. Gen.
					 Laws §§
										27-14.5-6 and
					 42-14-17.
Rhode Island Code of Regulations › Title 230 - Department of Business Regulation › Chapter 20 - Insurance › Subchapter 45 - Financial Standards and Corporate Operations › Part 6 - Voluntary Restructuring of Solvent Insurers (230-RICR-20-45-6) › Section 230-RICR-20-45-6.2 - Purpose

Current through June 14, 2024
The purpose of this Regulation is to outline the procedural
					 requirements for insurance companies applying for an Insurance Business
					 Transfer Plan or for the implementation of a Commutation Plan pursuant to R.I.
					 Gen. Laws §
										27-14.5-1 et seq. and related
					 matters.
Rhode Island Code of Regulations › Title 230 - Department of Business Regulation › Chapter 20 - Insurance › Subchapter 45 - Financial Standards and Corporate Operations › Part 6 - Voluntary Restructuring of Solvent Insurers (230-RICR-20-45-6) › Section 230-RICR-20-45-6.3 - Definitions

Current through June 14, 2024
A. The following definitions shall apply to
				  this Regulation:
1. "Assuming Company" means
				  an insurer as defined in R.I. Gen. Laws §
											27-14.5-1(6) that
				  has filed an application to assume commercial insurance or reinsurance business
				  pursuant to this Regulation.
2.
				  "Court" means the Business Calendar of the Superior Court or its equivalent in
				  and for the County of Providence, Rhode Island.
3. "Department" means the Insurance Division
				  of the Rhode Island Department of Business Regulation.
4. "Insurance Business Transfer" means the
				  transfer of liabilities and assets in accordance with the procedures delineated
				  in this Regulation. An Insurance Business Transfer must be approved by the
				  Department and sanctioned by the Court resulting in a novation of the insurance
				  business identified in the Insurance Business Transfer Plan.
5. "Insurance Business Transfer Plan" means
				  the Plan submitted to the Department to accomplish the transfer of liabilities
				  and assets pursuant to an Insurance Business Transfer.
6. "Independent Consultant" means an
				  impartial person who has no financial interest in either the Assuming Company
				  or Transferring Company, has not been employed by or acted as a consultant or
				  other independent contractor for either the Assuming Company or Transferring
				  Company within the past twenty-four (24) months and is receiving no
				  compensation in connection with the transaction governed by this regulation
				  other than a fee premised on a fixed or hourly basis.
7. "Meeting of Creditors" means a meeting of
				  Creditors, to consider the Commutation Plan held within ninety (90) days of the
				  date the Applicant's notice is transmitted to the Court, or as otherwise
				  directed by the Court upon the Applicant's petition.
8. "Novation" means an agreement between the
				  policyholder and two insurers whereby a contract with one insurer is replaced
				  by a contract with the other, regardless of any language to the contrary in the
				  policy or contract.
9. "Officer"
				  means such individuals as specified and defined in the Commutation
				  Plan.
10. "Plan Administrator"
				  means the individual or entity retained by the Applicant for the purpose of
				  administering the Commutation Plan in accordance with its terms.
11. "Transferring Company" means a company
				  that transfers a part or all of its commercial insurance or reinsurance
				  business to an Assuming Company pursuant to an Insurance Business Transfer
				  Plan.
12. "Value" means the amount
				  of a claim by a Creditor or Class of Creditors as prescribed in the Commutation
				  Plan.
Rhode Island Code of Regulations › Title 230 - Department of Business Regulation › Chapter 20 - Insurance › Subchapter 45 - Financial Standards and Corporate Operations › Part 6 - Voluntary Restructuring of Solvent Insurers (230-RICR-20-45-6) › Section 230-RICR-20-45-6.4 - Insurance Business Transfers

Current through June 14, 2024
A. Insurance
				  Business Transfer Plans
1. The policies or
				  contracts that are the subject of an Insurance Business Transfer must have a
				  natural expiration which occurred more than sixty (60) months prior to the
				  filing of the Insurance Business Transfer Plan and be in a closed book of
				  business or a reasonably specified groups of policies.
2. The amount of commercial liabilities
				  transferred must be less than or equal to the amount of assets transferred to
				  the newly formed or reactivated company. This requirement does not supersede
				  any other requirements that exist pursuant to statutes and regulations
				  governing the capital and surplus and financial solvency of insurers.
3. Any Assuming Company that
				  wishes to apply to the Court for an order approving an Insurance Business
				  Transfer Plan must first submit that Plan for review and consideration of
				  approval by the Department.
4.
				  Pursuant to R.I. Gen. Laws §
											27-64, one or more property & casualty run
				  off agreements, loss portfolio transfers and/or Insurance Business Transfers
				  may be transferred to a commercial run-off insurer that is a protected cell
				  company as protected cells.
5. If
				  the transferred business is intended to be transferred into a protected cell,
				  the requirements of R.I. Gen. Laws §
											27-64-4 with respect to a plan of
				  operation must be included in the Insurance Business Transfer Plan. In such a
				  case the Insurance Business Transfer Plan will constitute the plan of operation
				  required by R.I. Gen. Laws §
											27-64-4.