New Jersey Statutes 17B:18-61. Merger and consolidation of mutual insurers
Terms Used In New Jersey Statutes 17B:18-61
- Deed: The legal instrument used to transfer title in real property from one person to another.
- person: includes corporations, companies, associations, societies, firms, partnerships and joint stock companies as well as individuals, unless restricted by the context to an individual as distinguished from a corporate entity or specifically restricted to one or some of the above enumerated synonyms and, when used to designate the owner of property which may be the subject of an offense, includes this State, the United States, any other State of the United States as defined infra and any foreign country or government lawfully owning or possessing property within this State. See New Jersey Statutes 1:1-2
- State: extends to and includes any State, territory or possession of the United States, the District of Columbia and the Canal Zone. See New Jersey Statutes 1:1-2
b. (1) The plan for merger or consolidation may be proposed at any meeting of the board of directors of a domestic insurer by the affirmative vote of 2/3 of the total number of directors of the insurer.
(2) The plan for consolidation or merger proposed as required by paragraph (1) of this subsection, shall be submitted to a meeting of the policyholders of each domestic insurer, and may be effective only if adopted at such meeting by the affirmative vote, in person or by proxy, of a majority of the votes cast by policyholders who are qualified voters and who vote thereon. The said meeting shall be held upon such reasonable notice as has been approved by the commissioner and the notice shall fully set forth the terms and conditions of the proposed plan and agreement of merger or consolidation.
c. No such merger or consolidation shall be effectuated unless in advance thereof the plan and agreement therefor have been filed with the commissioner and approved in writing by him after a hearing thereon. The commissioner shall give such approval within a reasonable time after such hearing unless he finds such plan or agreement:
(1) Is contrary to law; or
(2) Inequitable to the policyholders of any insurer involved; or
(3) Would substantially reduce the security of and service to be rendered to policyholders of the domestic insurer in this State or elsewhere.
(4) Involves the merger of a domestic insurer into a nonadmitted foreign insurer.
d. No director, officer, agent or employee of any insurer party to such merger or consolidation shall receive any fee, commission, compensation or other valuable consideration whatsoever for in any manner aiding, promoting or assisting therein except as set forth in such plan or agreement.
e. If the commissioner does not approve any such plan or agreement he shall so notify the insurer in writing specifying in detail his reasons therefor.
f. Upon such merger or consolidation all the rights, franchises, and interest of the insurers so merging or consolidating, in and to every species of property and things in action belonging to them, or either of them, shall be deemed to be transferred to and vested in the insurer resulting from such merger or consolidation, without any other deed or transfer, and the merged or consolidated insurer shall hold and enjoy the same to the same extent as if the merging or consolidating insurers, or either of them, had continued to retain their titles and transact business.
L.1971, c. 144, s. 17B:18-61