reglab/statecodes huggingface dataset:
Virginia Administrative Code › Title 14 - INSURANCE › Agency 5 - STATE CORPORATION COMMISSION, BUREAU OF INSURANCE › Chapter 240 - RULES AND REGULATIONS REGARDING PROXIES, CONSENTS AND AUTHORIZATIONS OF DOMESTIC STOCK INSURERS › Section 14VAC5-240-60 - Requirements as to proxy and information statement

Current through Register Vol. 40, No. 24, July 15, 2024
A. The form of proxy (i) shall indicate in
				bold-face type whether or not the proxy is solicited on behalf of the
				management, (ii) shall provide a specifically designated blank space for dating
				the proxy and (iii) shall identify clearly and impartially each matter or group
				of related matters intended to be acted upon, whether proposed by the
				management, or security holders. No reference need be made to proposals as to
				which discretionary authority is conferred pursuant to subsection C
				hereof.
B.
1. Means shall be provided in the proxy for
				the person solicited to specify by ballot a choice between approval or
				disapproval of each matter or group of related matters referred to therein,
				other than elections to office. A proxy may confer discretionary authority with
				respect to matters as to which a choice is not so specified if the form of
				proxy states in bold-face type how it is intended to vote the shares or
				authorization represented by the proxy in each such case.
2. A form of proxy which provides both for
				elections to office and for action on other specified matters shall be prepared
				so as to clearly provide, by a box or otherwise, means by which the security
				holder may withhold authority to vote for elections to office. Any such form of
				proxy which is executed by the security holder in such manner as not to
				withhold authority to vote for elections to office shall be deemed to grant
				such authority, provided the form of proxy so states in bold-face
				type.
Virginia Administrative Code › Title 14 - INSURANCE › Agency 5 - STATE CORPORATION COMMISSION, BUREAU OF INSURANCE › Chapter 240 - RULES AND REGULATIONS REGARDING PROXIES, CONSENTS AND AUTHORIZATIONS OF DOMESTIC STOCK INSURERS › Section 14VAC5-240-70 - Material required to be filed

Current through Register Vol. 40, No. 24, July 15, 2024
A. Two preliminary copies of the information
				statement or the proxy statement and form of proxy and other soliciting
				material to be furnished to security holders concurrently therewith shall be
				filed with the Commissioner at least 10 days prior to the date definitive
				copies of such material are first sent or given to security holders or such
				shorter period prior to that date as the Commissioner may authorize upon a
				showing of good cause therefor.
B.
				Two preliminary copies of any additional soliciting material relating to the
				same meeting or subject matter to be furnished to security holders subsequent
				to the proxy statement shall be filed with the Commissioner at least two days
				(exclusive of Saturdays, Sundays or holidays) prior to the date copies of this
				material are first sent or given to security holders or a shorter period prior
				to such date as the Commissioner may authorize upon a showing of good cause
				therefor.
C. Two definitive copies
				of the information statement of the proxy statement, form of proxy and all
				other soliciting material, in the form in which this material is furnished to
				security holders, shall be filed with, or mailed for filing to, the
				Commissioner not later than the date such material is first sent or given to
				the security holders.
D. Where any
				information statement or proxy statement, form of proxy or other material filed
				pursuant to this chapter is amended or revised, two of the copies shall be
				marked to clearly show such change.
E. Copies of replies to inquiries from
				security holders requesting further information and copies of communications
				which do no more than request that forms of proxy theretofore solicited to be
				signed and returned need not be filed pursuant to this section.
F. Notwithstanding the provisions of
				subsections A and B hereof and of
				14VAC5-240-100 E, copies of
				soliciting material in the form of speeches, press releases and radio or
				television scripts may, but need not, be filed with the Commissioner prior to
				use or publication. Definitive copies, however, shall be filed with or mailed
				for filing to the Commissioner as required by subsection C hereof not later
				than the date such material is used or published. The provisions of subsections
				one and two hereof and
				14VAC5-240-100 E shall apply,
				however, to any reprints or reproductions of all or any part of such
				material.
Statutory Authority
§ 38.2-202 of the Code of Virginia.
Virginia Administrative Code › Title 14 - INSURANCE › Agency 5 - STATE CORPORATION COMMISSION, BUREAU OF INSURANCE › Chapter 240 - RULES AND REGULATIONS REGARDING PROXIES, CONSENTS AND AUTHORIZATIONS OF DOMESTIC STOCK INSURERS › Section 14VAC5-240-80 - False or misleading statements

Current through Register Vol. 40, No. 24, July 15, 2024
No proxy statement, form of proxy, notice of meeting,
				  information statement, or other communication, written or oral, subject to this
				  chapter, shall contain any statement which at the time and in the light of the
				  circumstances under which it is made, is false or misleading with respect to
				  any material fact, or which omits to state any material fact necessary in order
				  to make the statements therein not false or misleading or necessary to correct
				  any statement in any earlier communication with respect to the same meeting or
				  subject matter which has become false or misleading.
Statutory Authority
§ 38.2-202 of the Code of Virginia.
Virginia Administrative Code › Title 14 - INSURANCE › Agency 5 - STATE CORPORATION COMMISSION, BUREAU OF INSURANCE › Chapter 240 - RULES AND REGULATIONS REGARDING PROXIES, CONSENTS AND AUTHORIZATIONS OF DOMESTIC STOCK INSURERS › Section 14VAC5-240-90 - Prohibition of certain solicitations

Current through Register Vol. 40, No. 24, July 15, 2024
No person making a solicitation which is subject to this
				  chapter shall solicit any undated or postdated proxy or any proxy which
				  provides that it shall be deemed to be dated as of any date subsequent to the
				  date on which it is signed by the security holder.
Statutory Authority
§ 38.2-202 of the Code of Virginia.
Virginia Administrative Code › Title 14 - INSURANCE › Agency 5 - STATE CORPORATION COMMISSION, BUREAU OF INSURANCE › Chapter 240 - RULES AND REGULATIONS REGARDING PROXIES, CONSENTS AND AUTHORIZATIONS OF DOMESTIC STOCK INSURERS › Section 14VAC5-240-100 - Special provisions applicable to election contests

Current through Register Vol. 40, No. 24, July 15, 2024
A. Applicability. This section 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 security holders.
B.
				Participant or participant in a solicitation.
1. For purposes of this section the terms
				"participant" and "participant in a solicitation" include:
(i) the insurer;
(ii) any director of the insurer, and any
				nominee for whose election as a director proxies are solicited;
(iii) any other person, acting alone or with
				one or more other persons, committees or groups, in organizing, directing or
				financing the solicitation.
Virginia Administrative Code › Title 14 - INSURANCE › Agency 5 - STATE CORPORATION COMMISSION, BUREAU OF INSURANCE › Chapter 240 - RULES AND REGULATIONS REGARDING PROXIES, CONSENTS AND AUTHORIZATIONS OF DOMESTIC STOCK INSURERS › Section 14VAC5-240-100:2 - SCHEDULE B INFORMATION TO BE INCLUDED IN STATEMENTS FILED BY OR ON BEHALF OF A PARTICIPANT OTHER THAN THE INSURER IN A PROXY SOLICITATION IN AN

Current through Register Vol. 40, No. 24, July 15, 2024
Item 1. Insurer. State the name and address of the
				  insurer.
Item 2. Identity 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.
Virginia Administrative Code › Title 14 - INSURANCE › Agency 5 - STATE CORPORATION COMMISSION, BUREAU OF INSURANCE › Chapter 250 - RULES, REGULATIONS AND FORMS RELATING TO RESTRICTIONS ON THE PURCHASE AND SALE OF EQUITY SECURITIES OF DOMESTIC STOCK INSURANCE COMPANIES › Section 14VAC5-250-20 - Transactions exempted from the operation of subsection B of the Act

Current through Register Vol. 40, No. 24, July 15, 2024
Any acquisition or disposition of any equity security by a
				  director or officer of an insurer within six months prior to the date on which
				  the Act shall first become applicable with respect to the equity securities of
				  such insurer shall not be subject to the operation of subsection B of the Act
				  (Section 38.2-214 of the Code of Virginia).
Statutory Authority
§ 38.2-214 of the Code of Virginia.
Virginia Administrative Code › Title 14 - INSURANCE › Agency 5 - STATE CORPORATION COMMISSION, BUREAU OF INSURANCE › Chapter 250 - RULES, REGULATIONS AND FORMS RELATING TO RESTRICTIONS ON THE PURCHASE AND SALE OF EQUITY SECURITIES OF DOMESTIC STOCK INSURANCE COMPANIES › Section 14VAC5-250-30 - Filing of statements

Current through Register Vol. 40, No. 24, July 15, 2024
Initial statements of beneficial ownership of equity
				  securities required by subsection A of the Act (Section 38.2-214 of the Code of
				  Virginia), as amended) shall be filed on Form 3. Statements of changes in such
				  beneficial ownership required by subsection A shall be filed on Form 4. All
				  such statements shall be prepared and filed in accordance with the requirements
				  of the applicable form.
Statutory Authority
§ 38.2-214 of the Code of Virginia.
Virginia Administrative Code › Title 14 - INSURANCE › Agency 5 - STATE CORPORATION COMMISSION, BUREAU OF INSURANCE › Chapter 250 - RULES, REGULATIONS AND FORMS RELATING TO RESTRICTIONS ON THE PURCHASE AND SALE OF EQUITY SECURITIES OF DOMESTIC STOCK INSURANCE COMPANIES › Section 14VAC5-250-40 - Ownership of more than 10% of an equity security

Current through Register Vol. 40, No. 24, July 15, 2024
A. In determining, for the purpose of
				subsection A of the Act (Section 38.2-214 of the Code of Virginia), whether a
				person is the beneficial owner, directly or indirectly, of more than 10% 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 Commission with respect to the amount of securities of a class
				outstanding or in the case of voting trust certificates or certificates of
				deposit the amount thereof issuable.
B. In determining for the purpose of
				subsection A of the Act (Section 38.2-214 of the Code of Virginia) whether a
				person is the beneficial owner, directly or indirectly, of more than 10% of any
				class of equity securities, such person shall be deemed to be the beneficial
				owner of securities of such class which such person has the right to acquire
				through the exercise of presently exercisable options, warrants or rights or
				through the conversion of presently convertible securities. The securities
				subject to such options, warrants, rights or conversion privileges held by a
				person shall be deemed to be outstanding for the purpose of computing, in
				accordance with subsection A, the percentage of outstanding securities of the
				class owned by such person but shall not be deemed outstanding for the purpose
				of computing the percentage of the class owned by any other person. This
				subsection shall not be construed to relieve any person of any duty to comply
				with subsection A of the Act with respect to any equity securities consisting
				of options, warrants, rights of convertible securities which are otherwise
				subject as a class to that subsection of the Act.
Statutory Authority
§ 38.2-214 of the Code of Virginia.
Virginia Administrative Code › Title 14 - INSURANCE › Agency 5 - STATE CORPORATION COMMISSION, BUREAU OF INSURANCE › Chapter 250 - RULES, REGULATIONS AND FORMS RELATING TO RESTRICTIONS ON THE PURCHASE AND SALE OF EQUITY SECURITIES OF DOMESTIC STOCK INSURANCE COMPANIES › Section 14VAC5-250-50 - Disclaimer of beneficial ownership

Current through Register Vol. 40, No. 24, 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 (Section 38.2-214 of the Code of
				  Virginia), the beneficial owner of any equity securities covered by the
				  statement.
Statutory Authority
§ 38.2-214 of the Code of Virginia.
Virginia Administrative Code › Title 14 - INSURANCE › Agency 5 - STATE CORPORATION COMMISSION, BUREAU OF INSURANCE › Chapter 250 - RULES, REGULATIONS AND FORMS RELATING TO RESTRICTIONS ON THE PURCHASE AND SALE OF EQUITY SECURITIES OF DOMESTIC STOCK INSURANCE COMPANIES › Section 14VAC5-250-60 - Exemptions from subsections A and B of the Act

Current through Register Vol. 40, No. 24, July 15, 2024
A. During the period of 12 months following
				their appointment and qualification, securities held by the following persons
				shall be exempt from subsections A and B of the Act (Section 38.2-214 of the
				Code of Virginia):
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.
Virginia Administrative Code › Title 14 - INSURANCE › Agency 5 - STATE CORPORATION COMMISSION, BUREAU OF INSURANCE › Chapter 250 - RULES, REGULATIONS AND FORMS RELATING TO RESTRICTIONS ON THE PURCHASE AND SALE OF EQUITY SECURITIES OF DOMESTIC STOCK INSURANCE COMPANIES › Section 14VAC5-250-70 - Exemption from the act of securities purchased or sold by odd-lot dealers

Current through Register Vol. 40, No. 24, July 15, 2024
Securities purchased or sold by an odd-lot dealer (i) in odd
				  lots so far as reasonably necessary to carry on odd-lot transactions or (ii) 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 (Section 38.2-214 of the Code of Virginia) with
				  respect to participation by such odd-lot dealer in such
				  transactions.
Statutory Authority
§ 38.2-214 of the Code of Virginia.
Virginia Administrative Code › Title 14 - INSURANCE › Agency 5 - STATE CORPORATION COMMISSION, BUREAU OF INSURANCE › Chapter 250 - RULES, REGULATIONS AND FORMS RELATING TO RESTRICTIONS ON THE PURCHASE AND SALE OF EQUITY SECURITIES OF DOMESTIC STOCK INSURANCE COMPANIES › Section 14VAC5-250-80 - Certain transactions subject to subsection A of the Act

Current through Register Vol. 40, No. 24, July 15, 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 section, however, shall exempt any person from
				  filing the statements required upon the exercise of such options, put, call,
				  spread or straddle.
Statutory Authority
§ 38.2-214 of the Code of Virginia.
Virginia Administrative Code › Title 14 - INSURANCE › Agency 5 - STATE CORPORATION COMMISSION, BUREAU OF INSURANCE › Chapter 250 - RULES, REGULATIONS AND FORMS RELATING TO RESTRICTIONS ON THE PURCHASE AND SALE OF EQUITY SECURITIES OF DOMESTIC STOCK INSURANCE COMPANIES › Section 14VAC5-250-90 - Ownership of securities held in trust

Current through Register Vol. 40, No. 24, July 15, 2024
A. Beneficial ownership of a security for the
				purpose of subsection A of the Act 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.
Virginia Administrative Code › Title 14 - INSURANCE › Agency 5 - STATE CORPORATION COMMISSION, BUREAU OF INSURANCE › Chapter 250 - RULES, REGULATIONS AND FORMS RELATING TO RESTRICTIONS ON THE PURCHASE AND SALE OF EQUITY SECURITIES OF DOMESTIC STOCK INSURANCE COMPANIES › Section 14VAC5-250-100 - Exemption for small transactions

Current through Register Vol. 40, No. 24, July 15, 2024
A. Any acquisition of securities shall be
				exempt from subsection A of the Act (Section 38.2-214 of the Code of Virginia)
				where:
1. The person effecting such
				acquisition does not within six months thereafter affect any disposition,
				otherwise than by way of gift, of securities of the same class, and
2. The person effecting such acquisition does
				not participate in acquisitions or in dispositions of securities of the same
				class having a total market value in excess of $3,000 for any six months'
				period during which the acquisition occurs.
Virginia Administrative Code › Title 14 - INSURANCE › Agency 5 - STATE CORPORATION COMMISSION, BUREAU OF INSURANCE › Chapter 250 - RULES, REGULATIONS AND FORMS RELATING TO RESTRICTIONS ON THE PURCHASE AND SALE OF EQUITY SECURITIES OF DOMESTIC STOCK INSURANCE COMPANIES › Section 14VAC5-250-110 - Exemption from subsection B of the Act of transactions which need not be reported under subsection A of the Act

Current through Register Vol. 40, No. 24, July 15, 2024
Any transaction which has been or shall be exempted from the
				  requirements of subsection A of the Act (Section 38.2-214 of the Code of
				  Virginia) shall, insofar as it is otherwise subject to the provisions of
				  subsection B of the Act, be likewise exempted from subsection
				  B.
Statutory Authority
§ 38.2-214 of the Code of Virginia.
Virginia Administrative Code › Title 14 - INSURANCE › Agency 5 - STATE CORPORATION COMMISSION, BUREAU OF INSURANCE › Chapter 250 - RULES, REGULATIONS AND FORMS RELATING TO RESTRICTIONS ON THE PURCHASE AND SALE OF EQUITY SECURITIES OF DOMESTIC STOCK INSURANCE COMPANIES › Section 14VAC5-250-120 - Exemption from subsection B of the Act of certain transactions effected in connection with a distribution

Current through Register Vol. 40, No. 24, July 15, 2024
A. Any transaction of purchase and sale, or
				sale and purchase, of a security which is effected in connection with the
				distribution of a substantial block of securities, shall be exempt from the
				provisions of subsection B of the Act (Section 38.2-214 of the Code of
				Virginia) to the extent specified in this subsection as not comprehended within
				the purpose of said subsection of the Act, upon the following conditions:
1. The person effecting the transaction is
				engaged in the business of distributing securities and is participating in good
				faith, in the ordinary course of such business, in the distribution of such
				block of securities;
2. The
				security involved in the transaction is (i) a part of such block of securities
				and is acquired by the person affecting the transaction, with a view to the
				distribution thereof, from the insurer or other persons 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 (ii) a security
				purchased in good faith by or for the account of the person effecting the
				transaction for the purpose of stabilizing the market price of securities of
				the class being distributed or to cover an over-allotment or other short
				position created in connection with such distribution; and
3. Other persons not within the purview of
				subsection B of the Act are participating in the distribution of such block of
				securities on terms at least as favorable as those on which such person is
				participating and to an extent at least equal to the aggregate participation of
				all persons exempted from the provisions of subsection B of the Act by this
				section. However, the performance of the functions of manager of a distributing
				group and the receipt of a bona fide payment for performing such functions
				shall not preclude an exemption which would otherwise be available under this
				section.
Virginia Administrative Code › Title 14 - INSURANCE › Agency 5 - STATE CORPORATION COMMISSION, BUREAU OF INSURANCE › Chapter 250 - RULES, REGULATIONS AND FORMS RELATING TO RESTRICTIONS ON THE PURCHASE AND SALE OF EQUITY SECURITIES OF DOMESTIC STOCK INSURANCE COMPANIES › Section 14VAC5-250-140 - Exemption from subsection B of the Act of certain transactions in which securities are received by redeeming other securities

Current through Register Vol. 40, No. 24, July 15, 2024
Any acquisition of an equity security (other than a
				  convertible security or right to purchase a security) by a director or officer
				  of the insurer issuing such security shall be exempt from the operation of
				  subsection B of the Act (Section 38.2-214 of the Code of Virginia) upon
				  condition that:
1. The equity security
				is acquired by way of redemption of another security of an insurer
				substantially all of whose assets other than cash (or government bonds) consist
				of securities of the insurer issuing the equity security so acquired, and
				which:
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 of the right to
				receive such equity security without the payment of any consideration other
				than the security redeemed;
Virginia Administrative Code › Title 14 - INSURANCE › Agency 5 - STATE CORPORATION COMMISSION, BUREAU OF INSURANCE › Chapter 250 - RULES, REGULATIONS AND FORMS RELATING TO RESTRICTIONS ON THE PURCHASE AND SALE OF EQUITY SECURITIES OF DOMESTIC STOCK INSURANCE COMPANIES › Section 14VAC5-250-150 - Exemption of long term profits incident to sales within six months of the exercise of an option

Current through Register Vol. 40, No. 24, July 15, 2024
A. To
				the extent specified in subsection B of this section, the Commission hereby
				exempts as not comprehended within the purposes of subsection B of the Act
				(Section 38.2-214 of the Code of Virginia) 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 (i) acquired more than six months before its exercise, or (ii) acquired
				pursuant to the terms of an employment contract entered into more than six
				months before its exercise.
B. In
				respect of transactions specified in subsection A, the profits inuring to the
				insurer shall not exceed the difference between the proceeds of sale and the
				lowest market price of any security of the same class within six months before
				or after the date of sale. Nothing in this section shall be deemed to enlarge
				the amount of profit which would inure to such insurer in the absence of this
				section.
C. The Commission also
				hereby exempts, as not comprehended within the purposes of subsection B of the
				Act, the disposition of a security, purchased in a transaction specified in
				subsection A of this section, pursuant to a plan or agreement for merger or
				consolidation, or reclassification of the insurer's securities, or for the
				exchange of its securities for the securities of another person which has
				acquired its assets, or which is in control, as defined in Section 368(c) of
				the Internal Revenue Code of 1954, of a person which has acquired its assets,
				where the terms of such plan or agreement are binding upon all stockholders of
				the insurer except to the extent that dissenting stockholders may be entitled,
				under statutory provisions or provisions contained in the certificate of
				incorporation, to receive the appraised or fair value of their
				holdings.
D. The exemptions
				provided by this section shall not apply to any transaction made unlawful by
				subsection C of the Act or by any rules and regulations thereunder.
E. The burden of establishing market price of
				a security for the purpose of this section shall rest upon the person claiming
				the exemption.
Statutory Authority
§ 38.2-214 of the Code of Virginia.
Virginia Administrative Code › Title 14 - INSURANCE › Agency 5 - STATE CORPORATION COMMISSION, BUREAU OF INSURANCE › Chapter 250 - RULES, REGULATIONS AND FORMS RELATING TO RESTRICTIONS ON THE PURCHASE AND SALE OF EQUITY SECURITIES OF DOMESTIC STOCK INSURANCE COMPANIES › Section 14VAC5-250-160 - Exemption from subsection B of the Act of certain acquisitions and dispositions of securities pursuant to merger or consolidations

Current through Register Vol. 40, No. 24, July 15, 2024
A. The following
				transactions shall be exempt from the provisions of subsection B of the Act
				(Section 38.2-214 of the Code of Virginia) as not comprehended within the
				purpose of said subsection:
1. The
				acquisition of a security of an insurer, pursuant to a merger or consolidation,
				in exchange for a security of a company which, prior to said merger or
				consolidation, owned 85% or more of the equity securities of all other
				companies involved in the merger or consolidation except, in the case of
				consolidation, the resulting company;
2. The disposition of a security, pursuant to
				a merger or consolidation of an insurer which, prior to said merger or
				consolidation, owned 85% or more of the equity securities of all other
				companies involved in the merger or consolidation except, in the case of
				consolidation, the resulting company;
3. The acquisition of a security of an
				insurer, pursuant to a merger or consolidation, in exchange for a security of a
				company which, prior to said merger or consolidation, held over 85% of the
				combined assets of all the companies undergoing merger or consolidation,
				computed according to their book values prior to the merger or consolidation as
				determined by reference to their most recent available financial statements for
				a 12-month period prior to the merger or consolidation.
4. The disposition of a security, pursuant to
				a merger or consolidation, of an insurer which, prior to said merger or
				consolidation, held over 85% of the combined assets of all the companies
				undergoing merger or consolidation, computed according to their book values
				prior to merger or consolidation, as determined by reference to their most
				recent available financial statements for a 12-month period prior to the merger
				or consolidation.
Virginia Administrative Code › Title 14 - INSURANCE › Agency 5 - STATE CORPORATION COMMISSION, BUREAU OF INSURANCE › Chapter 250 - RULES, REGULATIONS AND FORMS RELATING TO RESTRICTIONS ON THE PURCHASE AND SALE OF EQUITY SECURITIES OF DOMESTIC STOCK INSURANCE COMPANIES › Section 14VAC5-250-170 - Exemption from subsection B of the Act of transactions involving the deposit or withdrawal of equity securities under a voting trust or deposit agreement

Current through Register Vol. 40, No. 24, July 15, 2024
Any acquisition or disposition of an equity security
				  involved in the deposit of such security under, or the withdrawal of such
				  security from, a voting trust or deposit agreement, and the acquisition or
				  disposition in connection therewith of the certificate representing such
				  security, shall be exempt from the operation of subsection B of the Act
				  (Section 38.2-214 of the Code of Virginia) if substantially all of the assets
				  held under the voting trust or deposit agreement immediately after the deposit
				  or immediately prior to the withdrawal, as the case may be, consisted of equity
				  securities of the same class as the security deposited or withdrawn; provided,
				  however, that this section shall not apply to the extent that there shall have
				  been either (i) a purchase of an equity security of the class deposited and a
				  sale of any certificate representing an equity security of such class, or (ii)
				  a sale of an equity security of the class deposited and a purchase of any
				  certificate representing an equity security of such class, (otherwise than in a
				  transaction involved in such deposit or withdrawal or in a transaction exempted
				  by any other provision of the rules under subsection B of the Act) within a
				  period of less than six months which includes the date of the deposit or
				  withdrawal.
Statutory Authority
§ 38.2-214 of the Code of Virginia.
Virginia Administrative Code › Title 14 - INSURANCE › Agency 5 - STATE CORPORATION COMMISSION, BUREAU OF INSURANCE › Chapter 250 - RULES, REGULATIONS AND FORMS RELATING TO RESTRICTIONS ON THE PURCHASE AND SALE OF EQUITY SECURITIES OF DOMESTIC STOCK INSURANCE COMPANIES › Section 14VAC5-250-180 - Exemption from subsection B of the Act of certain transactions involving the conversion of equity securities

Current through Register Vol. 40, No. 24, July 15, 2024
A. Any acquisition or disposition of an
				equity security involved in the conversion of an equity security which, by its
				terms or pursuant to the terms of the insurer's charter or other governing
				instruments, is convertible immediately or after a stated period of time into
				another equity security of the same insurer, shall be exempt from the operation
				of subsection B of the Act (Section 38.2-214 of the Code of Virginia);
				provided, however, that this section shall not apply to the extent that there
				shall have been either (i) a purchase of any equity security of the class
				convertible (including any acquisition of or change in a conversion privilege)
				and a sale of any equity security of the class issuable upon conversion, or
				(ii) a sale of any equity security of the class convertible and any purchase of
				any equity security issuable upon conversion, (otherwise than in a transaction
				involved in such conversion or in a transaction exempted by any other provision
				of the rules under subsection B of the Act) within a period of less than six
				months which includes the date of conversion.
B. For the purpose of this section, an equity
				security shall not be deemed to be acquired or disposed of upon conversion of
				an equity security if the terms of the equity security converted require the
				payment or entail the receipt, in connection with such conversion, of cash or
				other property (other than equity securities involved in the conversion) equal
				in value at the time of conversion to more than 15% of the value of the equity
				security issued upon conversion.
C.
				For the purpose of this section, an equity security shall be deemed convertible
				if it is convertible at the option of the holder or of some other person or by
				operation of the terms of the security or the governing instruments.
Statutory Authority
§ 38.2-214 of the Code of Virginia.
Virginia Administrative Code › Title 14 - INSURANCE › Agency 5 - STATE CORPORATION COMMISSION, BUREAU OF INSURANCE › Chapter 250 - RULES, REGULATIONS AND FORMS RELATING TO RESTRICTIONS ON THE PURCHASE AND SALE OF EQUITY SECURITIES OF DOMESTIC STOCK INSURANCE COMPANIES › Section 14VAC5-250-190 - Exemption from subsection B of the Act of certain transactions involving the sale of subscription rights

Current through Register Vol. 40, No. 24, July 15, 2024
A. Any sale of a subscription right to
				acquire any subject security of the same insurer shall be exempt from the
				provisions of subsection B of the Act (Section 38.2-214 of the Code of
				Virginia), to the extent prescribed in this section, as not comprehended within
				the purpose of said subsection of the Act, if:
1. Such subscription right is acquired,
				directly, or indirectly, from the insurer without the payment of
				consideration;
2. Such subscription
				right by its terms expires within 45 days after the issuance thereof;
3. Such subscription right by its terms is
				issued on a pro rata basis to all holders of the beneficiary security of the
				insurer; and
4. A registration
				statement under the Securities Act of 1933 ( 15 USC § 77a et seq.) is in
				effect as to each subject security, or the applicable terms of any exemption
				from such registration have been met in respect to each subject
				security.
Virginia Administrative Code › Title 14 - INSURANCE › Agency 5 - STATE CORPORATION COMMISSION, BUREAU OF INSURANCE › Chapter 250 - RULES, REGULATIONS AND FORMS RELATING TO RESTRICTIONS ON THE PURCHASE AND SALE OF EQUITY SECURITIES OF DOMESTIC STOCK INSURANCE COMPANIES › Section 14VAC5-250-200 - Exemption of certain securities from subsection C of the Act

Current through Register Vol. 40, No. 24, July 15, 2024
Any security shall be exempt from the operation of
				  subsection C of the Act (Section 38.2-214 of the Code of Virginia) to the
				  extent necessary to render lawful under such subsection the execution by a
				  broker of an order for an account in which he has no direct or indirect
				  interest.
Statutory Authority
§ 38.2-214 of the Code of Virginia.
Virginia Administrative Code › Title 14 - INSURANCE › Agency 5 - STATE CORPORATION COMMISSION, BUREAU OF INSURANCE › Chapter 250 - RULES, REGULATIONS AND FORMS RELATING TO RESTRICTIONS ON THE PURCHASE AND SALE OF EQUITY SECURITIES OF DOMESTIC STOCK INSURANCE COMPANIES › Section 14VAC5-250-210 - Exemption from subsection C of the Act of certain transactions effected in connection with distribution

Current through Register Vol. 40, No. 24, July 15, 2024
Any security shall be exempt from the operation of subsection
				  C of the Act (Section 38.2-214 of the Code of Virginia) to the extent necessary
				  to render lawful under such subsection 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 subsection C of the Act are participating in the distribution of
				such block of securities on terms at least as favorable as those on which such
				dealer is participating and to an extent at least equal to the aggregate
				participation of all persons exempted from the provisions of subsection C of
				the Act by this section. However, the performance of the functions of manager
				of a distributing group and the receipt of a bona fide payment for performing
				such functions shall not preclude an exemption which would otherwise be
				available under this section.
Statutory Authority
§ 38.2-214 of the Code of Virginia.
Virginia Administrative Code › Title 14 - INSURANCE › Agency 5 - STATE CORPORATION COMMISSION, BUREAU OF INSURANCE › Chapter 250 - RULES, REGULATIONS AND FORMS RELATING TO RESTRICTIONS ON THE PURCHASE AND SALE OF EQUITY SECURITIES OF DOMESTIC STOCK INSURANCE COMPANIES › Section 14VAC5-250-220 - Exemption from subsection C of the Act of sales of securities to be acquired

Current through Register Vol. 40, No. 24, July 15, 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 subsection C of the Act (Section 38.2-214 of the
				Code of Virginia), provided that:
1. The sale
				is made subject to the same conditions as those attaching to the right of
				acquisition, and
2. Such person
				exercises reasonable diligence to deliver such security to the purchaser
				promptly after his right of acquisition matures, and
3. Such person reports the sale on the
				appropriate form for reporting transactions by persons subject to subsection A
				of the Act.
Virginia Administrative Code › Title 14 - INSURANCE › Agency 5 - STATE CORPORATION COMMISSION, BUREAU OF INSURANCE › Chapter 250 - RULES, REGULATIONS AND FORMS RELATING TO RESTRICTIONS ON THE PURCHASE AND SALE OF EQUITY SECURITIES OF DOMESTIC STOCK INSURANCE COMPANIES › Section 14VAC5-250-230 - Arbitrage transactions under subsection E of the Act

Current through Register Vol. 40, No. 24, July 15, 2024
It shall be unlawful for any director or officer of an
				  insurer to effect any foreign or domestic arbitrage transaction in any equity
				  security of such insurer, unless he shall include such transaction in the
				  statements required by subsection A of the Act (Section 38.2-214 of the Code of
				  Virginia) and shall account to such insurer for the profits arising from such
				  transactions, as provided in subsection B thereof. The provisions of subsection
				  C 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 insurer.
Statutory Authority
§ 38.2-214 of the Code of Virginia.
Virginia Administrative Code › Title 14 - INSURANCE › Agency 5 - STATE CORPORATION COMMISSION, BUREAU OF INSURANCE › Chapter 250 - RULES, REGULATIONS AND FORMS RELATING TO RESTRICTIONS ON THE PURCHASE AND SALE OF EQUITY SECURITIES OF DOMESTIC STOCK INSURANCE COMPANIES › Section 14VAC5-250-240 - Penalty provision

Current through Register Vol. 40, No. 24, July 15, 2024
Any person that fails to file information documents or
				  reports required to be filed under § 38.2-214 of the Code of Virginia, or
				  any rule or regulation adopted thereunder, shall be subject to the penalty
				  prescribed in § 38.2-218 of the Code of Virginia.
Statutory Authority
§ 38.2-214 of the Code of Virginia.
Virginia Administrative Code › Title 14 - INSURANCE › Agency 5 - STATE CORPORATION COMMISSION, BUREAU OF INSURANCE › Chapter 250 - RULES, REGULATIONS AND FORMS RELATING TO RESTRICTIONS ON THE PURCHASE AND SALE OF EQUITY SECURITIES OF DOMESTIC STOCK INSURANCE COMPANIES › Form - FORMS (14VAC5-250)

Current through Register Vol. 40, No. 24, July 15, 2024
Form 3, Initial Statement of Beneficial Ownership of
				  Securities.
Form 4, Statement of Changes in Beneficial Ownership of
				  Securities.
Virginia Administrative Code › Title 14 - INSURANCE › Agency 5 - STATE CORPORATION COMMISSION, BUREAU OF INSURANCE › Chapter 260 - RULES GOVERNING INSURANCE HOLDING COMPANIES › Section 14VAC5-260-10 - Applicability

Current through Register Vol. 40, No. 24, July 15, 2024
This chapter sets forth rules and procedural requirements
				  which the commission deems necessary to carry out the provisions of Articles 5
				  and 6 (§ 38.2-1322 et seq. and § 38.2-1335 et seq.) of Chapter 13 of
				  Title 38.2 ("the Act") of the Code of Virginia, concerning insurance holding
				  companies and subsidiaries of insurance companies. The information called for
				  by this chapter is necessary and appropriate for the protection of the
				  policyholders in this Commonwealth.
Statutory Authority
§§ 12.1-13 and 38.2-223 of the Code of Virginia.
Virginia Administrative Code › Title 14 - INSURANCE › Agency 5 - STATE CORPORATION COMMISSION, BUREAU OF INSURANCE › Chapter 260 - RULES GOVERNING INSURANCE HOLDING COMPANIES › Section 14VAC5-260-30 - Definitions

Current through Register Vol. 40, No. 24, July 15, 2024
The following words and terms when used in this chapter shall
				  have the following meanings unless the context clearly indicates
				  otherwise:
"Commission" means the State Corporation Commission.
"Commissioner" means the Commissioner of Insurance of
				  Virginia.
"Executive officer" means chief executive officer, chief
				  operating officer, chief financial officer, president, vice president,
				  treasurer, secretary, controller, and any other individual performing functions
				  corresponding to those performed by the foregoing officers under whatever
				  title.
"Foreign insurer" shall include an alien insurer except where
				  clearly noted otherwise.
"NAIC" means National Association of Insurance
				  Commissioners.
"The Act" means Articles 5 and 6 of Chapter 13 (§
				  38.2-1322 et seq. and § 38.2-1335 et seq.) of Title 38.2 of the Code of
				  Virginia.
Other terms found in this chapter are used as defined in
				  § 38.2-1322 of the Code of Virginia, or industry usage if not defined by
				  the Code of Virginia.
Statutory Authority: §§ 12.1-13 and 38.2-223 of
					 the Code of Virginia.
Virginia Administrative Code › Title 14 - INSURANCE › Agency 5 - STATE CORPORATION COMMISSION, BUREAU OF INSURANCE › Chapter 260 - RULES GOVERNING INSURANCE HOLDING COMPANIES › Section 14VAC5-260-40 - Acquisition of control; approval of applications

Current through Register Vol. 40, No. 24, July 15, 2024
A. A person filing an application or
				statement pursuant to § 38.2-1323A, or any related provision of
				§§ 38.2-1324 through 38.2-1328, of the Act shall furnish the required
				information designated on Form A of this chapter.
1. Where applicable and required by Form A,
				Form E shall also be filed.
2.
				Whenever an application includes information in the format required by Form E,
				the commission may require an opinion of an economist as to the competitive
				impact of the proposed acquisition.
Virginia Administrative Code › Title 14 - INSURANCE › Agency 5 - STATE CORPORATION COMMISSION, BUREAU OF INSURANCE › Chapter 260 - RULES GOVERNING INSURANCE HOLDING COMPANIES › Section 14VAC5-260-55 - Subsidiaries of insurers

Current through Register Vol. 40, No. 24, July 15, 2024
Investments in insurance subsidiaries are exempt from §
									38.2-1330B
				  6 of the Act to the extent they do not exceed the lesser of 10% of the
				  insurer's assets or 50% of the insurer's surplus as regards policyholders. The
				  authority to invest in subsidiaries under this section is in addition to any
				  authority to invest in subsidiaries that may be contained in any other
				  provision of Title 38.2 of the Code of Virginia.
Statutory Authority §§
											12.1-13
					 and
					 38.2-223
					 of the Code of Virginia.
Virginia Administrative Code › Title 14 - INSURANCE › Agency 5 - STATE CORPORATION COMMISSION, BUREAU OF INSURANCE › Chapter 260 - RULES GOVERNING INSURANCE HOLDING COMPANIES › Section 14VAC5-260-60 - Annual registration of insurers; registration statement filings and amendments

Current through Register Vol. 40, No. 24, July 15, 2024
A. An
				insurer required to file a registration statement pursuant to § 38.2-1329
				of the Act shall furnish the required information in the format designated on
				Form B.
1. The initial registration statement
				shall be filed with the commission within 15 days after the insurer becomes
				subject to registration under § 38.2-1329 of the Act.
2. Annually thereafter by April 30 of each
				year, for the previous calendar year, the registrant shall file a completely
				restated up-to-date registration statement in the format designated on Form B,
				with amendments consolidated therein. Each registration statement shall contain
				a summary outlining all items in the current registration statement
				representing changes from the prior registration statement. The summary shall
				be prepared in the format designated on Form C, as specified in the
				instructions of that form, which is a part of this chapter.
Virginia Administrative Code › Title 14 - INSURANCE › Agency 5 - STATE CORPORATION COMMISSION, BUREAU OF INSURANCE › Chapter 260 - RULES GOVERNING INSURANCE HOLDING COMPANIES › Section 14VAC5-260-70 - Disclaimers and termination of registration

Current through Register Vol. 40, No. 24, July 15, 2024
A. A disclaimer of affiliation or a request
				for termination of registration claiming that a person does not, or will not
				upon the taking of some proposed action, control any other person (hereinafter
				referred to as the "subject") shall contain the following information:
1. The number of authorized, issued and
				outstanding voting securities of the subject;
2. With respect to the person whose control
				is denied and all affiliates of such person, the number and percentage of
				shares of the subject's voting securities which are held of record or known to
				be beneficially owned, and the number of such shares concerning which there is
				a right to acquire, directly or indirectly; and also information as to all
				transactions in any securities of the subject which were effected during the
				past six months by such persons;
3.
				All material relationships and bases for affiliation, including a description
				of all contracts and agreements, between the subject and the person whose
				control is denied and all affiliates of such person; and
4. A statement explaining why such person
				should not be considered to control the subject.
Virginia Administrative Code › Title 14 - INSURANCE › Agency 5 - STATE CORPORATION COMMISSION, BUREAU OF INSURANCE › Chapter 260 - RULES GOVERNING INSURANCE HOLDING COMPANIES › Section 14VAC5-260-85 - Enterprise risk report

Current through Register Vol. 40, No. 24, July 15, 2024
The ultimate controlling person of an insurer required to
				  file an enterprise risk report pursuant to §
									38.2-1329L
				  of the Act shall furnish the required information on Form F.
Statutory Authority §§
											12.1-13
					 and
					 38.2-223
					 of the Code of Virginia.