reglab/statecodes huggingface dataset:
South Dakota Administrative Rules › Title 20 - PUBLIC SAFETY › Article 20:06 - INSURANCE › Chapter 20:06:03 - Domestic stock insurers › Section 20:06:03:11 - Special provisions applicable to election contests

Current through Register Vol. 51, page 10, July 15, 2024
Sections 20:06:03:11 to 20:06:03:22, inclusive, shall apply to any solicitation subject to this chapter by any person or group for the purpose of opposing a solicitation subject to this chapter by any other person or group with respect to the election or removal of directors at any annual or special meeting of stockholders.
General Authority:
SDCL  58-4-1,  58-5-49.
Law Implemented:
SDCL  58-5-49.
South Dakota Administrative Rules › Title 20 - PUBLIC SAFETY › Article 20:06 - INSURANCE › Chapter 20:06:03 - Domestic stock insurers › Section 20:06:03:12 - Participant or participants in a solicitation

Current through Register Vol. 51, page 10, July 15, 2024
For purposes of §§
									20:06:03:11  to 20:06:03:22, inclusive, the terms "participant" and "participant in a solicitation" include:
(1) The insurer;
(2) Any director of the insurer, and any nominee for whose election as a director proxies are solicited; and
(3) Any other person, acting alone or with one or more other persons, committees or groups, in organizing, directing or financing the solicitation.
General Authority:
SDCL  58-4-1,  58-5-49.
Law Implemented:
SDCL  58-5-49.
South Dakota Administrative Rules › Title 20 - PUBLIC SAFETY › Article 20:06 - INSURANCE › Chapter 20:06:03 - Domestic stock insurers › Section 20:06:03:13 - Limitations on definitions

Current through Register Vol. 51, page 10, July 15, 2024
For the purposes of §§
									20:06:03:11  to 20:06:03:22, inclusive, the terms "participant" and "participant in a solicitation" do not include:
(1) A bank, broker, or dealer who, in the ordinary course of business, lends money or executes orders for the purchase or sale of stock and who is not otherwise a participant;
(2) Any person or organization retained or employed by a participant to solicit stockholders or any person who merely transmits proxy soliciting material or performs ministerial or clerical duties;
(3) Any person employed in the capacity of attorney or accountant or advertising, public relations, or financial adviser whose activities are limited to the performance of duties in the course of such employment;
(4) Any person regularly employed as an officer or employee of the insurer or any of its subsidiaries or affiliates who is not otherwise a participant; or
(5) Any officer or director of, or any person regularly employed by any other participant, if the officer, director, or employee is not otherwise a participant.
General Authority:
SDCL  58-4-1,  58-5-49.
Law Implemented:
SDCL  58-5-49.
South Dakota Administrative Rules › Title 20 - PUBLIC SAFETY › Article 20:06 - INSURANCE › Chapter 20:06:03 - Domestic stock insurers › Section 20:06:03:14 - Filing of information required

Current through Register Vol. 51, page 10, July 15, 2024
No solicitation subject to this section shall be made by any person other than the management of an insurer unless at least five business days prior thereto, or such shorter period as the director of insurance may authorize upon a showing of good cause therefor, there has been filed, with the director of insurance, by or on behalf of each participant in such solicitation, a statement in duplicate containing the information specified by §§
									20:06:03:37  to 20:06:03:40, inclusive, and a copy of any material proposed to be distributed to stockholders in furtherance of such solicitation. Where preliminary copies of any materials are filed, distribution to stockholders should be deferred until the director's comments have been received and complied with.
General Authority:
SDCL  58-4-1,  58-5-49.
Law Implemented:
SDCL  58-5-49.
South Dakota Administrative Rules › Title 20 - PUBLIC SAFETY › Article 20:06 - INSURANCE › Chapter 20:06:03 - Domestic stock insurers › Section 20:06:03:15 - Time for filing

Current through Register Vol. 51, page 10, July 15, 2024
Within five business days after a solicitation subject to this section is made by the management of an insurer, or such longer period as the director of insurance may authorize upon a showing of good cause therefor, there shall be filed with the director of insurance by or on behalf of each participant in such solicitation, other than the insurer, and by or on behalf of each management nominee for director, a statement in duplicate containing the information specified by §§
									20:06:03:37  to 20:06:03:40, inclusive.
General Authority:
SDCL  58-4-1,  58-5-49.
Law Implemented:
SDCL  58-5-49.
South Dakota Administrative Rules › Title 20 - PUBLIC SAFETY › Article 20:06 - INSURANCE › Chapter 20:06:03 - Domestic stock insurers › Section 20:06:03:16 - Opposition solicitation

Current through Register Vol. 51, page 10, July 15, 2024
If any solicitation on behalf of management or any other person has been made, or if proxy material is ready for distribution, prior to a solicitation subject to this section in opposition thereto, a statement in duplicate containing the information specified in §§
									20:06:03:37  to 20:06:03:40, inclusive, shall be filed with the director of insurance, by or on behalf of each participant in such prior solicitation, other than the insurer, as soon as reasonably practicable after the commencement of the solicitation in opposition thereto.
General Authority:
SDCL  58-4-1,  58-5-49.
Law Implemented:
SDCL  58-5-49.
South Dakota Administrative Rules › Title 20 - PUBLIC SAFETY › Article 20:06 - INSURANCE › Chapter 20:06:03 - Domestic stock insurers › Section 20:06:03:17 - Additional participants

Current through Register Vol. 51, page 10, July 15, 2024
If, subsequent to the filing of the statements required by §§
									20:06:03:14  to 20:06:03:16, inclusive, additional persons become participants in a solicitation subject to this rule, there shall be filed with the director of insurance, by or on behalf of each such person, a statement in duplicate containing the information specified by §§
									20:06:03:37  to 20:06:03:40, inclusive, within three business days after such person becomes a participant, or such longer period as the director of insurance may authorize upon a showing of good cause therefor.
General Authority:
SDCL  58-4-1,  58-5-49.
Law Implemented:
SDCL  58-5-49.
South Dakota Administrative Rules › Title 20 - PUBLIC SAFETY › Article 20:06 - INSURANCE › Chapter 20:06:03 - Domestic stock insurers › Section 20:06:03:18 - Material changes

Current through Register Vol. 51, page 10, July 15, 2024
If any material change occurs in the facts reported in any statement filed by or on behalf of any participant, an appropriate amendment to such statement shall be filed promptly with the director of insurance.
General Authority:
SDCL  58-4-1,  58-5-49.
Law Implemented:
SDCL  58-5-49.
South Dakota Administrative Rules › Title 20 - PUBLIC SAFETY › Article 20:06 - INSURANCE › Chapter 20:06:03 - Domestic stock insurers › Section 20:06:03:19 - Files are public

Current through Register Vol. 51, page 10, July 15, 2024
Each statement and amendment thereto filed pursuant to §§
									20:06:03:14  to 20:06:03:18, inclusive, shall be part of the public files of the director of insurance.
General Authority:
SDCL  58-4-1,  58-5-49.
Law Implemented:
SDCL  58-5-49.
South Dakota Administrative Rules › Title 20 - PUBLIC SAFETY › Article 20:06 - INSURANCE › Chapter 20:06:03 - Domestic stock insurers › Section 20:06:03:20 - Solicitations prior to furnishing required written proxy statement

Current through Register Vol. 51, page 10, July 15, 2024
Notwithstanding the provisions of subdivision 20:06:03:06(1), a solicitation subject to this section may be made prior to furnishing stockholders a written proxy statement containing the information specified in §§
									20:06:03:22  to 20:06:03:36, inclusive, with respect to such solicitation, provided that:
(1) The statements required by §§
									20:06:03:14  to 20:06:03:19, inclusive, hereof are filed by or on behalf of each participant in such solicitation;
(2) No form of proxy is furnished to stockholders prior to the time the written proxy statement required by subdivision 20:06:03:06(1) is furnished to such persons: provided, however, that this subdivision shall not apply where a proxy statement then meeting the requirements of §§
									20:06:03:22  to 20:06:03:36, inclusive, has been furnished to stockholders;
(3) At least the information specified in §§
									20:06:03:15  and 20:06:03:16  hereof to be filed by each participant, or an appropriate summary thereof, are included in each communication sent or given to stockholders in connection with the solicitation;
(4) A written proxy statement containing the information specified in §§
									20:06:03:22  to 20:06:03:36, inclusive, with respect to a solicitation is sent or given stockholders at the earliest practicable date.
General Authority:
SDCL  58-4-1,  58-5-49.
Law Implemented:
SDCL  58-5-49.
South Dakota Administrative Rules › Title 20 - PUBLIC SAFETY › Article 20:06 - INSURANCE › Chapter 20:06:03 - Domestic stock insurers › Section 20:06:03:21 - Solicitations prior to furnishing required written proxy statement and filing requirements and application to report

Current through Register Vol. 51, page 10, July 15, 2024
Solicitations prior to furnishing required written proxy statement and filing requirements and application to report:
(1) Two copies of any soliciting material proposed to be sent or given to stockholders prior to the furnishing of the written proxy statement required by subdivision 20:06:03:06(1) shall be filed with the director of insurance in preliminary form at least five business days prior to the date definitive copies of such material are first sent or given to such persons, or shorter period as the director of insurance may authorize upon a showing of good cause therefor; and
(2) Notwithstanding the provisions of subdivisions 20:06:03:06(2) and (3), two copies of any portion of the report referred to in subdivision 20:06:03:06(2) which comments upon or refers to any solicitation subject to this section, or to any participant in any such solicitation, other than the solicitation by the management, shall be filed with the director of insurance as proxy material subject to this chapter. Such portion of the report shall be filed with the director of insurance in preliminary form at least five business days prior to the date copies of the report are first sent or given to stockholders.
General Authority:
SDCL  58-4-1,  58-5-49.
Law Implemented:
SDCL  58-5-49.
South Dakota Administrative Rules › Title 20 - PUBLIC SAFETY › Article 20:06 - INSURANCE › Chapter 20:06:03 - Domestic stock insurers › Section 20:06:03:22 - Information required in proxy statement - Schedule a

Current through Register Vol. 51, page 10, July 15, 2024
The solicitor shall 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.
General Authority:
SDCL  58-4-1,  58-5-49.
Law Implemented:
SDCL  58-5-49.
South Dakota Administrative Rules › Title 20 - PUBLIC SAFETY › Article 20:06 - INSURANCE › Chapter 20:06:03 - Domestic stock insurers › Section 20:06:03:23 - Dissenters' rights of appraisal

Current through Register Vol. 51, page 10, July 15, 2024
Outline briefly the rights of appraisal or similar rights 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.
General Authority:
SDCL  58-4-1,  58-5-49.
Law Implemented:
SDCL  58-5-49.
South Dakota Administrative Rules › Title 20 - PUBLIC SAFETY › Article 20:06 - INSURANCE › Chapter 20:06:03 - Domestic stock insurers › Section 20:06:03:24 - Persons making solicitations excluded

Current through Register Vol. 51, page 10, July 15, 2024
Special solicitations are subject to the following guidelines:
(1) If the solicitation is made by the management of the insurer, the solicitor shall so state. The solicitor shall give the name of any director of the insurer who has informed the management in writing that the director intends to oppose any action intended to be taken by the management and indicate the action which the director intends to oppose;
(2) If the solicitation is made otherwise than by the management of the insurer, the solicitor shall 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, they shall state:
(a) The material features of any contract or arrangement for such solicitation and identify the parties; and
(b) The cost or anticipated cost of the contract or arrangement.
South Dakota Administrative Rules › Title 20 - PUBLIC SAFETY › Article 20:06 - INSURANCE › Chapter 20:06:03 - Domestic stock insurers › Section 20:06:03:25 - Interest of certain persons in matters to be acted upon

Current through Register Vol. 51, page 10, July 15, 2024
The solicitor shall describe briefly any substantial interest, direct or indirect, by stockholdings or otherwise, of any director, nominee for election for director, officer and, if the solicitation is made otherwise than on behalf of management, each person on whose behalf the solicitation is made, in any matter to be acted upon other than elections to office.
General Authority:
SDCL  58-4-1,  58-5-49.
Law Implemented:
SDCL  58-5-49.
South Dakota Administrative Rules › Title 20 - PUBLIC SAFETY › Article 20:06 - INSURANCE › Chapter 20:06:03 - Domestic stock insurers › Section 20:06:03:26 - Stocks and principal stockholders

Current through Register Vol. 51, page 10, July 15, 2024
Principal stockholders shall:
(1) State, as to each class of voting stock of the insurer entitled to be voted at the meeting, the number of shares outstanding and the number of votes to which each class is entitled;
(2) Give the date as of which the record list of stockholders entitled to vote at the meeting will be determined. If the right to vote is not limited to stockholders of record on that date, indicate the conditions under which other stockholders may be entitled to vote; and
(3) If action is to be taken with respect to the election of directors and if the persons solicited have cumulative voting rights, make a statement that they have such rights and state briefly the conditions precedent to the exercise thereof.
General Authority:
SDCL  58-4-1,  58-5-49.
Law Implemented:
SDCL  58-5-49.
South Dakota Administrative Rules › Title 20 - PUBLIC SAFETY › Article 20:06 - INSURANCE › Chapter 20:06:03 - Domestic stock insurers › Section 20:06:03:27 - Nominees and directors

Current through Register Vol. 51, page 10, July 15, 2024
If action is to be taken with respect to the election of directors, the solicitor shall furnish the following information, in tabular form to the extent practicable, with respect to each person nominated for election as a director and each other person whose term of office as a director will continue after the meeting:
(1) The name of each such person, when the person's term of office or the term of office for which the person is a nominee will expire and all other positions and offices with the insurer presently held by the person and which persons are nominees for election as directors at the meeting;
(2) The present principal occupation or employment and the name and principal business of any corporation or other organization in which such employment is carried on and similar information as to all of the persons' principal occupations or employments during the last five years, unless the person is now a director and was elected to the present term of office by a vote of stockholders at a meeting for which proxies were solicited under this chapter;
(3) Whether the person is or has previously been a director of the insurer and the period or periods during which the person has served as such; and
(4) As of the most recent practicable date, the approximate amount of each class of stock of the insurer or any of its parents, subsidiaries, or affiliates other than directors' qualifying shares, beneficially owned directly or indirectly by the person. If the person is not the beneficial owner of any such stocks a statement to that effect shall be included.
General Authority:
SDCL  58-4-1,  58-5-49.
Law Implemented:
SDCL  58-5-49.
South Dakota Administrative Rules › Title 20 - PUBLIC SAFETY › Article 20:06 - INSURANCE › Chapter 20:06:03 - Domestic stock insurers › Section 20:06:03:28 - Remuneration and other transactions with management and others

Current through Register Vol. 51, page 10, July 15, 2024
The solicitor shall furnish the information reported or required in item one of the schedule of stockholder information supplement under the heading "information regarding management and directors" if action is to be taken with respect to:
(1) The election of directors;
(2) Any remuneration plan, contract or arrangement in which any director, nominee for election as a director, or officer of the insurer will participate;
(3) Any pension or retirement plan in which any such person will participate, or;
(4) The granting or extension to any such person of any options, warrants or rights to purchase any stocks, other than warrants or rights issued to stockholders, as such, on a pro rata basis. If the solicitation is made on behalf of persons other than the management, information shall be furnished only as to subsection (1) (a) aforesaid heading of schedule of stockholder information supplement.
General Authority:
SDCL  58-4-1,  58-5-49.
Law Implemented:
SDCL  58-5-49.
South Dakota Administrative Rules › Title 20 - PUBLIC SAFETY › Article 20:06 - INSURANCE › Chapter 20:06:03 - Domestic stock insurers › Section 20:06:03:29 - Bonus, profit sharing, and other remuneration plans

Current through Register Vol. 51, page 10, July 15, 2024
If action is to be taken with respect to any bonus, profit sharing, or other remuneration plan, of the insurer, furnish the following information:
(1) A brief description of the material features of the plan, each class of persons who will participate therein, the approximate number of persons in each such class and the basis of such participation;
(2) The amounts which would have been distributable under the plan during the last calendar year to:
(a) Each person named in item seven of this schedule;
(b) Directors and officers as a group; and
(c) To all other employees as a group, if the plan had been in effect;
South Dakota Administrative Rules › Title 20 - PUBLIC SAFETY › Article 20:06 - INSURANCE › Chapter 20:06:03 - Domestic stock insurers › Section 20:06:03:30 - Pension and retirement plan

Current through Register Vol. 51, page 10, July 15, 2024
If action is to be taken with respect to any pension or retirement plan of the insurer, the solicitor shall furnish the following information:
(1) A brief description of the material features of the plan, each class of persons who will participate therein, the approximate number of persons in each such class and the basis of such participation;
(2) The approximate total amount necessary to fund the plan with respect to past services, the period over which such amount is to be paid and the estimated annual payments necessary to pay the total amount over such period;
(3) The estimated annual payment to be made with respect to current services;
(4) The amount of such annual payments to be made for the benefit of each person named in §
									20:06:03:28  as directors and officers as a group and employees as a group;
(5) If the plan to be acted upon may be amended, other than by a vote of stockholders, in a manner which would materially increase the cost thereof to the insurer or to materially alter the allocation of the benefits as between the groups specified in subsection 20:06:03:29(2)(c) the nature of such amendments should be specified.
General Authority:
SDCL  58-4-1,  58-5-49.
Law Implemented:
SDCL  58-5-49.
South Dakota Administrative Rules › Title 20 - PUBLIC SAFETY › Article 20:06 - INSURANCE › Chapter 20:06:03 - Domestic stock insurers › Section 20:06:03:31 - Options, warrants, or rights

Current through Register Vol. 51, page 10, July 15, 2024
If action is to be taken with respect to the granting or extension of any options, warrants, or rights, all referred to herein as "warrants", to purchase stock of the insurer or any subsidiary or affiliate, other than warrants issued to all stockholders on a pro rata basis, the solicitor shall furnish the following information:
(1) The title and amount of stock called for or to be called for, the prices, expiration dates, and other material conditions upon which the warrants may be exercised, the consideration received or to be received by the insurer, subsidiary, or affiliate for the granting or extension of the warrants and the market value of the stock called for or to be called for by the warrants, as of the latest practicable date;
(2) If known, the amount of stock called for or to be called for by warrants received or to be received by the following persons, naming each such person:
(a) Each person named in §
										20:06:03:28; and
(b) Each other person who will be entitled to acquire five percent or more of the stock called for or to be called for by such warrants;
South Dakota Administrative Rules › Title 20 - PUBLIC SAFETY › Article 20:06 - INSURANCE › Chapter 20:06:03 - Domestic stock insurers › Section 20:06:03:32 - Authorization or issuance of stock

Current through Register Vol. 51, page 10, July 15, 2024
The following rules apply to stock authorization or issuance:
(1) If action is to be taken with respect to the authorization or issuance of any stock of the insurer furnish the title, amount and description of the stock to be authorized or issued;
(2) If the shares of stock are other than additional shares of common stock of a class outstanding, furnish a brief summary of the following, if applicable: dividend, voting, liquidation, preemptive and conversion rights, redemption and sinking fund provisions, interest rate and date of maturity;
(3) If the shares of stock to be authorized or issued are other than additional shares of common stock of a class outstanding, the director of insurance may require financial statements comparable to those contained in the annual report.
General Authority:
SDCL  58-4-1,  58-5-49.
Law Implemented:
SDCL  58-5-49.
South Dakota Administrative Rules › Title 20 - PUBLIC SAFETY › Article 20:06 - INSURANCE › Chapter 20:06:03 - Domestic stock insurers › Section 20:06:03:33 - Mergers, consolidations, acquisitions, and similar matters

Current through Register Vol. 51, page 10, July 15, 2024
Information and financial statements for mergers, consolidations, and acquisitions should be filed as follows:
(1) If action to be taken with respect to a merger, consolidation, acquisition, or similar matter, furnish in brief outline the following information:
(a) The rights of appraisal or similar rights of dissenters with respect to any matters to be acted upon. Indicate any procedure required to be followed by dissenting stockholders in order to perfect such rights;
(b) The material features of the plan or agreement;
(c) The business done by the company to be acquired or whose assets are being acquired;
(d) If available, the high and low sales prices for each quarterly period within two years;
(e) The percentage of outstanding shares which must approve the transaction before it is consummated;
South Dakota Administrative Rules › Title 20 - PUBLIC SAFETY › Article 20:06 - INSURANCE › Chapter 20:06:03 - Domestic stock insurers › Section 20:06:03:34 - Restatement of accounts

Current through Register Vol. 51, page 10, July 15, 2024
If action is to be taken with respect to the restatement of any asset, capital, or surplus of the insurer, the solicitor shall furnish the following information:
(1) The nature of the restatement and the date as of which it is to be effective;
(2) The reasons for the restatement and for the selection of the particular effective date;
(3) The name and amount of each account affected by the restatement and the effect of the restatement thereon.
General Authority:
SDCL  58-4-1,  58-5-49.
Law Implemented:
SDCL  58-5-49.
South Dakota Administrative Rules › Title 20 - PUBLIC SAFETY › Article 20:06 - INSURANCE › Chapter 20:06:03 - Domestic stock insurers › Section 20:06:03:35 - Matters not required to be submitted

Current through Register Vol. 51, page 10, July 15, 2024
If action is to be taken with respect to any matter which is not required to be submitted to a vote of stockholders, the solicitor shall state the nature of such matter, the reason for submitting it to a vote of stockholders and what action is intended to be taken by the management in the event of a negative vote on the matter by the stockholders.
General Authority:
SDCL  58-4-1,  58-5-49.
Law Implemented:
SDCL  58-5-49.
South Dakota Administrative Rules › Title 20 - PUBLIC SAFETY › Article 20:06 - INSURANCE › Chapter 20:06:03 - Domestic stock insurers › Section 20:06:03:36 - Amendment of charter, by-laws, or other documents

Current through Register Vol. 51, page 10, July 15, 2024
If action is to be taken with respect to any amendment of the insurer's charter, by-laws or other documents as to which information is not required above, state briefly the reasons for and general effect of such amendment and the vote needed for its approval.
General Authority:
SDCL  58-4-1,  58-5-49.
Law Implemented:
SDCL  58-5-49.
South Dakota Administrative Rules › Title 20 - PUBLIC SAFETY › Article 20:06 - INSURANCE › Chapter 20:06:03 - Domestic stock insurers › Section 20:06:03:37 - Information to be included in statements filed by or on behalf of a participant (other than the insurer) in a proxy solicitation in an election contest - Schedule b

Current through Register Vol. 51, page 10, July 15, 2024
The statements filed by or on behalf of a participant shall include the following information:
(1) The name and address of the insurer;
(2) The solicitor's name and business address;
(3) The solicitor's 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;
(4) The solicitor's residence address;
(5) Information as to all material occupations, positions, offices or employments during the last 10 years, giving starting and ending dates of each and the name, principal business and address of any business corporations or other business organization in which each such occupation, position, office or employment was carried on;
(6) Whether or not the solicitor has been a participant in any other proxy contest involving the company or other companies within the past 10 years. If so, the principals, the subject matter and the solicitor's relationship to the parties and the outcome shall be identified;
(7) Whether or not, during the past 10 years, the solicitor has been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors, and, if so, the dates, nature of conviction, name and location of court and penalty imposed or other disposition of the case. A negative answer to this subdivision need not be included in the proxy statement or other proxy soliciting material.
General Authority:
SDCL  58-4-1,  58-5-49.
Law Implemented:
SDCL  58-5-49.
South Dakota Administrative Rules › Title 20 - PUBLIC SAFETY › Article 20:06 - INSURANCE › Chapter 20:06:03 - Domestic stock insurers › Section 20:06:03:38 - Interest in stock of the insurer

Current through Register Vol. 51, page 10, July 15, 2024
Stock interests should be divulged as follows:
(1) The amount of each class of stock of the insurer which the solicitor owns beneficially, directly or indirectly;
(2) The amount of each class of stock of the insurer which the solicitor owns of record but not beneficially;
(3) With respect to the stock specified in subdivisions (1) and (2) the amounts acquired within the past two years, the dates of acquisition and the amounts acquired on each date;
(4) If any part of the purchase price or market value of any of the stock specified in subdivision (3) is represented by funds borrowed or otherwise obtained for the purpose of acquiring or holding such stock, it shall be stated and indicated, the amount of the indebtedness as of the latest practicable date. If such funds were borrowed or obtained otherwise than pursuant to a margin account or bank loan in the regular course of business of a bank, broker or dealer the transaction shall be briefly described and the names of the parties shall be stated;
(5) Whether or not the solicitor is a party to any contracts, arrangements or understandings with any person with respect to any stock of the insurer, including but not limited to joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profits, division of losses or profits, or the giving or withholding of proxies. If so, the persons with whom such contracts, arrangements, or understandings exist shall be named and the details thereof given;
(6) The amount of stock of the insurer owned beneficially, directly or indirectly, by each of the associates and the name and address of each such associate;
(7) The amount of each class of stock of any parent, subsidiary or affiliate of the insurer which the solicitor owns beneficially, directly or indirectly.
General Authority:
SDCL  58-4-1,  58-5-49.
Law Implemented:
SDCL  58-5-49.
South Dakota Administrative Rules › Title 20 - PUBLIC SAFETY › Article 20:06 - INSURANCE › Chapter 20:06:03 - Domestic stock insurers › Section 20:06:03:39 - Further matters

Current through Register Vol. 51, page 10, July 15, 2024
The following general information should be filed:
(1) The time and circumstances under which the solicitor became a participant in the solicitation and state the nature and extent of the activities or proposed activities as a participant;
(2) Briefly, and where practicable, the approximate amount of, any material interest, direct or indirect, of the solicitor and of each of the solicitor's associates in any material transactions since the beginning of the company's last fiscal year, or in any material proposed transactions, to which the company or any of its subsidiaries or affiliates was or is to be a party;
(3) State whether or not the solicitor or any associates have any arrangement or understanding with any person:
(a) With respect to any future employment by the insurer or its subsidiaries or affiliates; or
(b) With respect to any future transactions to which the insurer or any of its subsidiaries or affiliates will or may be a party and if so, describe such arrangement or understanding and state the names of the parties thereto.
South Dakota Administrative Rules › Title 20 - PUBLIC SAFETY › Article 20:06 - INSURANCE › Chapter 20:06:03 - Domestic stock insurers › Section 20:06:03:40 - Certification

Current through Register Vol. 51, page 10, July 15, 2024
The statement shall be dated and signed in the following manner: "I certify that the statements made in this statement are true, complete, and correct, to the best of my knowledge and belief," followed by the date and signature of the participant or an authorized representative.
General Authority:
SDCL  58-4-1,  58-5-49.
Law Implemented:
SDCL  58-5-49.
South Dakota Administrative Rules › Title 20 - PUBLIC SAFETY › Article 20:06 - INSURANCE › Chapter 20:06:04 - Insider trading of equity securities › Section 20:06:04:01 - Definitions

Current through Register Vol. 51, page 10, July 15, 2024
Terms used in this chapter mean:
(1) "Insurer," any domestic stock insurance company with an equity security subject to the provisions of SDCL  58-5-68 to  58-5-78, inclusive, and not exempt thereunder;
(2) "Act," SDCL  58-5-68 to  58-5-78, inclusive;
(3) "Officer," a president, vice-president, treasurer, actuary, secretary, controller and any other person who performs for the insurer functions corresponding to those performed by the foregoing officers;
(4) "Equity security," 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;
(5) "Class," all securities of an insurer which are of substantially similar character and the holders of which enjoy substantially similar rights and privileges.
General Authority:
SDCL  58-5-77.
Law Implemented:
SDCL  58-5-77.
South Dakota Administrative Rules › Title 20 - PUBLIC SAFETY › Article 20:06 - INSURANCE › Chapter 20:06:04 - Insider trading of equity securities › Section 20:06:04:02 - Securities held of record

Current through Register Vol. 51, page 10, July 15, 2024
For the purpose of determining whether the equity securities of an insurer are held of record by 100 or more persons, securities shall be deemed to be held of record by each person who is identified as the owner of such securities on records of security holders maintained by or on behalf of the insurer, subject to the following:
(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 or more persons as co-owners shall be included as held 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 insurer can establish that, if such securities were registered, they would be held of record, under the provisions of this section, by a lesser number of persons;
(6) Securities registered in substantially similar names, where the insurer has reason to believe because of the address or other indications that such names represent the same person, may be included as held of record by one person.
General Authority:
SDCL  58-5-77.
Law Implemented:
SDCL  58-5-68 to  58-5-78.
South Dakota Administrative Rules › Title 20 - PUBLIC SAFETY › Article 20:06 - INSURANCE › Chapter 20:06:04 - Insider trading of equity securities › Section 20:06:04:03 - Securities held in trust, deposit agreements

Current through Register Vol. 51, page 10, July 15, 2024
Notwithstanding §
									20:06:04:02, securities held, to the knowledge of the insurer, subject to a voting trust, deposit agreement or similar arrangement shall be included as held of record by the record holders of the voting trust certificates, certificates of deposit, receipts or similar evidences of interest in such securities; provided, however, that the insurer may rely in good faith on such information as is received in response to its request from a nonaffiliated insurer of the certificates or evidences of interest.
General Authority:
SDCL  58-5-77.
Law Implemented:
SDCL  58-5-68.
South Dakota Administrative Rules › Title 20 - PUBLIC SAFETY › Article 20:06 - INSURANCE › Chapter 20:06:04 - Insider trading of equity securities › Section 20:06:04:04 - When beneficial owners are record owners

Current through Register Vol. 51, page 10, July 15, 2024
Notwithstanding §
									20:06:04:02, if the insurer knows or has reason to know that the form of holding securities of record is used primarily to circumvent the provisions of the act, the beneficial owners of such securities shall be deemed to be the record owners thereof.
General Authority:
SDCL  58-5-77.
Law Implemented:
SDCL  58-5-68.
South Dakota Administrative Rules › Title 20 - PUBLIC SAFETY › Article 20:06 - INSURANCE › Chapter 20:06:04 - Insider trading of equity securities › Section 20:06:04:05 - Determination of ownership of more than 10 percent of an equity security

Current through Register Vol. 51, page 10, July 15, 2024
In determining, for the purpose of SDCL  58-5-69 whether a person is the beneficial owner, directly or indirectly, of more than 10 percent of any class of any equity security, such class shall be deemed to consist of the total amount of such class outstanding, exclusive of any securities of such class held by or for the account of the insurer or a subsidiary of the insurer; except that for the purpose of determining percentage ownership of voting trust certificates or certificates of deposit for equity securities, the class of voting trust certificates or certificates of deposit shall be deemed to consist of the amount of voting trust certificates or certificates of deposit issuable with respect to the total amount of outstanding equity securities of the class which may be deposited under the voting trust agreement or deposit agreement in question, whether or not all of such outstanding securities have been so deposited. For the purpose of this section a person acting in good faith may rely on the information contained in the latest convention form statement filed with the director 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.
General Authority:
SDCL  58-5-77.
Law Implemented:
SDCL  58-5-69.
South Dakota Administrative Rules › Title 20 - PUBLIC SAFETY › Article 20:06 - INSURANCE › Chapter 20:06:04 - Insider trading of equity securities › Section 20:06:04:06 - Disclaimer of beneficial ownership

Current through Register Vol. 51, page 10, July 15, 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.
General Authority:
SDCL  58-5-77.
Law Implemented:
SDCL  58-5-69.
South Dakota Administrative Rules › Title 20 - PUBLIC SAFETY › Article 20:06 - INSURANCE › Chapter 20:06:04 - Insider trading of equity securities › Section 20:06:04:07 - Exemptions from statements of ownership filings and restrictions on profits

Current through Register Vol. 51, page 10, July 15, 2024
During the period of 12 months following their appointment and qualification, securities held by the following persons shall be exempt from SDCL  58-5-69,  58-5-71,  58-5-72,  58-5-73:
(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.
General Authority:
SDCL  58-5-77.
Law Implemented:
SDCL  58-5-73.
South Dakota Administrative Rules › Title 20 - PUBLIC SAFETY › Article 20:06 - INSURANCE › Chapter 20:06:04 - Insider trading of equity securities › Section 20:06:04:08 - Profits in estates

Current through Register Vol. 51, page 10, July 15, 2024
After the 12-month period following their appointment or qualification the persons named in §
									20:06:04:07  shall be required to file reports under SDCL  58-5-69 with respect to the securities held by the estates which they administer and shall be liable for profits realized from trading in such securities pursuant to SDCL  58-5-71 to  58-5-73, inclusive, only when the estate being administered is a beneficial owner of more than 10 percent of any class of equity security of an insurer subject to the act.
General Authority:
SDCL  58-5-77.
Law Implemented:
SDCL  58-5-73.
South Dakota Administrative Rules › Title 20 - PUBLIC SAFETY › Article 20:06 - INSURANCE › Chapter 20:06:04 - Insider trading of equity securities › Section 20:06:04:09 - Securities reacquired for account of an insurer

Current through Register Vol. 51, page 10, July 15, 2024
Securities reacquired by or for the account of an insurer and held by it for its account shall be exempt from SDCL  58-5-69,  58-5-71,  58-5-72,  58-5-73 during the time they are held by the insurer.
General Authority:
SDCL  58-5-77.
Law Implemented:
SDCL  58-5-73.
South Dakota Administrative Rules › Title 20 - PUBLIC SAFETY › Article 20:06 - INSURANCE › Chapter 20:06:04 - Insider trading of equity securities › Section 20:06:04:10 - Exemption of securities purchased or sold by odd lot dealers

Current through Register Vol. 51, page 10, July 15, 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 with respect to participation by such odd lot dealer in such transactions.
General Authority:
SDCL  58-5-77.
Law Implemented:
SDCL  58-5-73.
South Dakota Administrative Rules › Title 20 - PUBLIC SAFETY › Article 20:06 - INSURANCE › Chapter 20:06:04 - Insider trading of equity securities › Section 20:06:04:11 - Certain transactions subject to statements of ownership filings

Current through Register Vol. 51, page 10, July 15, 2024
The acquisition or disposition of any transferable option shall be deemed such a change in the beneficial ownership of the security to which such privilege relates as to require the filing of a statement reflecting the acquisition or disposition of such privilege. Nothing in this section, however, shall exempt any person from filing the statements required upon the exercise of such option.
General Authority:
SDCL  58-5-77.
Law Implemented:
SDCL  58-5-73.
South Dakota Administrative Rules › Title 20 - PUBLIC SAFETY › Article 20:06 - INSURANCE › Chapter 20:06:04 - Insider trading of equity securities › Section 20:06:04:12 - Ownership of securities held in trust

Current through Register Vol. 51, page 10, July 15, 2024
Beneficial ownership of a security for the purpose of SDCL  58-5-69 shall include the ownership of:
(1) Securities as a trustee where either the trustee or members of the trustee's immediate family have a vested interest in the income or corpus of the trust;
(2) A vested beneficial interest in a trust; and
(3) 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.
General Authority:
SDCL  58-5-77.
Law Implemented:
SDCL  58-5-69.
South Dakota Administrative Rules › Title 20 - PUBLIC SAFETY › Article 20:06 - INSURANCE › Chapter 20:06:04 - Insider trading of equity securities › Section 20:06:04:13 - Exemptions from statements of ownership filings

Current through Register Vol. 51, page 10, July 15, 2024
Except as provided in §
									20:06:04:15, beneficial ownership of securities solely as a settlor or beneficiary of a trust shall be exempt from the provisions of SDCL  58-5-69 where less than 20 percent in market value of the securities having a readily ascertainable market value held by such trust, determined as of the end of the preceding fiscal year of the trust, consists of equity securities with respect to which reports would otherwise be required. Exemption is likewise accorded from SDCL  58-5-69 with respect to any obligation which would otherwise be imposed solely by reason of ownership as settlor or beneficiary of securities held in trust, where the ownership, acquisition, or disposition of such securities by the trust is made without prior approval by the settlor or beneficiary. No exemption pursuant to this section shall, however, be acquired or lost solely as a result of changes in the value of the trust assets during any fiscal year or during any time when there is no transaction by the trust in the securities otherwise subject to the reporting requirements of SDCL  58-5-69.
General Authority:
SDCL  58-5-77.
Law Implemented:
SDCL  58-5-69.
South Dakota Administrative Rules › Title 20 - PUBLIC SAFETY › Article 20:06 - INSURANCE › Chapter 20:06:04 - Insider trading of equity securities › Section 20:06:04:14 - Trust filing requirement

Current through Register Vol. 51, page 10, July 15, 2024
In the event that 10 percent of any class of any equity security of an insurer is held in a trust, that trust and the trustees thereof as such shall be deemed a person required to file the reports specified in SDCL  58-5-69.
General Authority:
SDCL  58-5-77.
Law Implemented:
SDCL  58-5-69.
South Dakota Administrative Rules › Title 20 - PUBLIC SAFETY › Article 20:06 - INSURANCE › Chapter 20:06:04 - Insider trading of equity securities › Section 20:06:04:15 - Trustee report

Current through Register Vol. 51, page 10, July 15, 2024
Not more than one report need be filed to report any holdings or with respect to any transaction in securities held by a trust, regardless of the number of officers, directors, or 10 percent stockholders who are either trustees, settlors, or beneficiaries of a trust. The report filed shall disclose the names of all trustees, settlors, and beneficiaries who are officers, directors, or 10 percent stockholders. A person having an interest only as a beneficiary of a trust is not required to file such a report as long as the person relies in good faith upon an understanding that the trustee of the trust will file whatever reports might otherwise be required of the beneficiary.
General Authority:
SDCL  58-5-77.
Law Implemented:
SDCL  58-5-69.
South Dakota Administrative Rules › Title 20 - PUBLIC SAFETY › Article 20:06 - INSURANCE › Chapter 20:06:04 - Insider trading of equity securities › Section 20:06:04:16 - Definition of trustee

Current through Register Vol. 51, page 10, July 15, 2024
As used in §§
									20:06:04:12  to 20:06:04:16, inclusive, the "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.
For the purpose of determining whether any of the foregoing relations exist, a legally adopted child of a person shall be considered a child of such person by blood.
General Authority:
SDCL  58-5-77.
Law Implemented:
SDCL  58-5-69.
South Dakota Administrative Rules › Title 20 - PUBLIC SAFETY › Article 20:06 - INSURANCE › Chapter 20:06:04 - Insider trading of equity securities › Section 20:06:04:17 - Determination of beneficial owner

Current through Register Vol. 51, page 10, July 15, 2024
In determining, for the purposes of SDCL  58-5-69, whether a person is the beneficial owner, directly or indirectly, or more than 10 percent of any class of any equity security, the interest of such person in the remainder of a trust shall be excluded from the computation.
General Authority:
SDCL  58-5-77.
Law Implemented:
SDCL  58-5-69.
South Dakota Administrative Rules › Title 20 - PUBLIC SAFETY › Article 20:06 - INSURANCE › Chapter 20:06:04 - Insider trading of equity securities › Section 20:06:04:18 - Indirect interests

Current through Register Vol. 51, page 10, July 15, 2024
No report shall be required by any person, whether or not otherwise subject to the requirement of filing reports under SDCL  58-5-69, with respect to the person's indirect interest in portfolio securities held by a pension or retirement plan holding securities of an insurer whose employees generally are the beneficiaries of the plan or a business trust with over 25 beneficiaries.
General Authority:
SDCL  58-5-77.
Law Implemented:
SDCL  58-5-69.