Connecticut General Statutes 38a-153 – Merger or consolidation of companies
(a) Any domestic insurance company may, with the prior approval of the commissioner, merge or consolidate with one or more other domestic insurance companies or with one or more foreign or alien insurance companies that are either authorized to do an insurance business in this state, or are not authorized to do an insurance business in this state provided the resulting corporation is a corporation of this state and the laws of the other jurisdictions so permit. Prior to approving any such merger or consolidation, the commissioner may hold a hearing upon the fairness of the terms and conditions of the proposed merger or consolidation after such notice as, under the circumstances, the commissioner deems appropriate and shall find that the interests of the policyholders and the interests of the stockholders, if any, are protected. Such merger or consolidation may be effected either in accordance with the provisions of the general statutes relating to merger or consolidation of corporations organized under the general statutes or in accordance with any provisions in the charters of the companies merging or consolidating relating to merger or consolidation. All expenses in connection with the proceedings shall be borne by the resulting corporation.
Terms Used In Connecticut General Statutes 38a-153
- Annuities: means all agreements to make periodical payments where the making or continuance of all or some of the series of the payments, or the amount of the payment, is dependent upon the continuance of human life or is for a specified term of years. See Connecticut General Statutes 38a-1
- Commissioner: means the Insurance Commissioner. See Connecticut General Statutes 38a-1
- 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.
- Domestic insurer: means any insurer that has been chartered by, incorporated, organized or constituted within or under the laws of this state. See Connecticut General Statutes 38a-1
- Insurance: means any agreement to pay a sum of money, provide services or any other thing of value on the happening of a particular event or contingency or to provide indemnity for loss in respect to a specified subject by specified perils in return for a consideration. See Connecticut General Statutes 38a-1
- insurance company: includes any person or combination of persons doing any kind or form of insurance business other than a fraternal benefit society, and shall include a receiver of any insurer when the context reasonably permits. See Connecticut General Statutes 38a-1
- Mutual insurer: means any insurer without capital stock, the managing directors or officers of which are elected by its members. See Connecticut General Statutes 38a-1
- Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
- State: means any state, district, or territory of the United States. See Connecticut General Statutes 38a-1
(b) The domestic or foreign subsidiary of an existing domestic mutual holding company, as defined in § 38a-156, may, with the prior approval of the commissioner, merge with a foreign mutual insurer in accordance with the provisions of this section.
(c) In the event of any merger or consolidation that is for the purpose or has the effect of acquiring control of a domestic insurance company, the provisions of sections 38a-129 to 38a-140, inclusive, shall apply.
(d) The commissioner may permit the formation of a domestic insurance company that is established for the sole purpose of merging or consolidating with an existing domestic insurer simultaneously with a division authorized by § 38a-156s. Upon request of the dividing insurer, as defined in § 38a-156r, the commissioner may waive the requirements of subsections (a) to (c), inclusive, of this section and § 38a-41. Each insurer formed under this subsection shall be deemed to exist before a merger and division under this section becomes effective, but solely for the purpose of being a party to such merger and division. The commissioner shall not require that such insurer be licensed to transact insurance business in this state before such merger and division. All insurance policies, annuities or reinsurance agreements allocated to such insurer shall become the obligation of the insurer that survives the merger simultaneously with the effectiveness of the merger and division. The plan of merger shall be deemed to have been approved by such insurer if the dividing insurer approved such plan. The certificate of merger shall state that it was approved by the insurer formed under this subsection.