Wisconsin Administrative Code › Office of the Commissioner of Insurance › Chapter Ins 40 - Insurance Holding Company System Regulation › Subchapter I - Insurance Holding Company Standards › Section Ins 40.025 - Acquisitions Involving Insurers Not Otherwise Covered

Current through June 24, 2024
(1) DEFINITION. In
				this section. "acquisition" means any agreement, arrangement, or activity the
				consummation of which results in a person acquiring directly or indirectly the
				control of another person, and includes the acquisition of voting securities
				and the acquisition of assets, bulk reinsurance, and mergers.
(2) SCOPE. This section shall apply to any
				acquisition in which there is a change in control of an insurer authorized to
				do business in this state, except for the following:
(a) A purchase of securities solely for
				investment purposes so long as the securities are not used by voting or
				otherwise to cause or attempt to cause the substantial lessening of competition
				in any insurance market in this state. If a purchase of securities results in a
				presumption of control under s.
				600.03(13),
				Stats., it is not solely for investment purposes unless the commissioner of the
				insurer's state of domicile accepts a disclaimer of control or affirmatively
				finds that control does not exist and the disclaimer action or affirmative
				finding is communicated by the domiciliary commissioner to the commissioner of
				this state.
(b) The acquisition of
				a person by another person when both persons are neither directly nor through
				affiliates primarily engaged in the business of insurance, if pre-acquisition
				notification is filed with the commissioner in accordance with sub. (3) 30 days
				prior to the proposed effective date of the acquisition. However, such
				pre-acquisition notification is not required if the acquisition would be
				otherwise excluded under sub. (2).
(c) The acquisition of already affiliated
				persons.
(d) An acquisition if, as
				an immediate result of the acquisition any of the following apply:
1. In no market would the combined market
				share of the involved insurers exceed 5% of the total market, or
2. There would be no increase in any market
				share, or
3. In no market would the
				combined market share of the involved insurers exceed 12% of the total market
				and the market share would not increase by more than 2% of the total market.
				For the purpose of par. (d), a market means direct written insurance premium in
				this state for a line of business as contained in the annual statement required
				under s.
				Ins
				50.20(1).
(e) An acquisition for which a
				pre-acquisition notification would be required pursuant to this section due
				solely to the resulting effect on the ocean marine insurance line of
				business.
(f) An acquisition of an
				insurer whose domiciliary commissioner affirmatively finds that the insurer is
				in failing condition; there is a lack of feasible alternative to improving such
				condition; the public benefits of improving the insurer's condition through the
				acquisition exceed the public benefits that would arise from not lessening
				competition; and the findings are communicated by the domiciliary commissioner
				to the commissioner of this state.