Arizona Laws 20-1577. Corporate acquisitions other than by merger or consolidation
A. A title insurer incorporated under the laws of this state may issue stock in exchange for all or any part of the assets or stock of a domestic or foreign title insurer, abstract company or title insurance agent if, in advance thereof, a plan or agreement of acquisition shall have been filed with the director. The director shall examine the terms and conditions of such plan or agreement of acquisition, and of any exchange of shares or securities pursuant thereto, after holding a hearing at which all persons or parties to whom it is proposed to issue shares or securities in such exchange shall have the right to appear. After such hearing, the director shall either approve or disapprove the fairness of such terms and conditions of such acquisition and exchange. The director shall give such approval within a reasonable time after filing of a plan or agreement unless he finds such plan or agreement either:
Terms Used In Arizona Laws 20-1577
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Title insurance: means insuring, guaranteeing or indemnifying owners of real property or others interested therein against loss or damage suffered by reason of liens, encumbrances upon, defects in or the unmarketability of the title to such property, guaranteeing, warranting or otherwise insuring the correctness of searches relating to the title to real property, or doing any business in substance equivalent to any of the foregoing. See Arizona Laws 20-1562
- Title insurer: means any domestic company organized under the provisions of this title for the purpose of insuring titles to real property, any title insurance company organized under the laws of another state and licensed to insure titles to real estate within this state pursuant to the provisions of this article, and any domestic or foreign company having the power and authorized to insure titles to real estate within this state as of January 1, 1968 which meet the requirements of this article. See Arizona Laws 20-1562
- Writing: includes printing. See Arizona Laws 1-215
1. Is contrary to law.
2. Is inequitable to the stockholders of any title insurer or abstract company involved.
3. Would substantially reduce the security of and services to be rendered to policyholders of the domestic title insurer in this state or elsewhere.
B. No director, officer, agent or employee of any title insurer or abstract company party to such acquisition 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.
C. If the director does not approve any such plan or agreement, he shall notify the title insurer in writing specifying in detail his reasons therefor.
D. If the assets or stock to be acquired are held by a domestic corporation, such corporation shall comply with, and its stockholders shall have the rights set forth in Title 10, Chapter 13.