Terms Used In Louisiana Revised Statutes > Title 6 > Chapter 3 > Subchapter B > Part V - Rights of Dissenting Stockholders

• Acceptable collateral: means any of the following:

              (a) As to securities lending transactions, and for the purpose of calculating counterparty exposure amount, cash, cash equivalents, letters of credit, direct obligations of, or securities that are fully guaranteed as to principal and interest by, the government of the United States or any agency of the United States, or by the Federal National Mortgage Association or the Federal Home Loan Mortgage Corporation, or any state or territory of the United States or the District of Columbia and as to lending foreign securities, sovereign debt rated one by the SVO. See Louisiana Revised Statutes 22:601.1

• Admitted assets: means assets permitted to be reported as admitted assets on the statutory financial statement of the insurer most recently required to be filed with the commissioner, but excluding assets of separate accounts, the investments of which are not subject to the provisions of this Subpart. See Louisiana Revised Statutes 22:601.1
• Affiliate: means , as to any person, another person that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with the person. See Louisiana Revised Statutes 22:601.1
• Amortization: Paying off a loan by regular installments.
• Annuity: A periodic (usually annual) payment of a fixed sum of money for either the life of the recipient or for a fixed number of years. A series of payments under a contract from an insurance company, a trust company, or an individual. Annuity payments are made at regular intervals over a period of more than one full year.
• Appraisal: A determination of property value.
• Articles: means the original articles of incorporation and all amendments thereto including those contained in merger agreements or, if restated, the latest restatement thereof except in those instances in which the context refers expressly to the original articles of incorporation only. See Louisiana Revised Statutes 6:201
• Asset-backed security: means a security or other instrument, excluding a mutual fund and mortgage-backed securities, evidencing an interest in, or the right to receive payments from, or payable from distributions on, an asset, a pool of assets or specifically divisible cash flows which are legally transferred to a trust or another special purpose bankruptcy-remote business entity, on both of the following conditions:

              (a) The trust or other business entity is established solely for the purpose of acquiring specific types of assets or rights to cash flows, issuing securities and other instruments representing an interest in or right to receive cash flows from those assets or rights, and engaging in activities required to service the assets or rights and any credit enhancement or support features held by the trust or other business entity. See Louisiana Revised Statutes 22:601.1

• Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
• Attorney-in-fact: A person who, acting as an agent, is given written authorization by another person to transact business for him (her) out of court.
• Bail: Security given for the release of a criminal defendant or witness from legal custody (usually in the form of money) to secure his/her appearance on the day and time appointed.
• Bankruptcy: Refers to statutes and judicial proceedings involving persons or businesses that cannot pay their debts and seek the assistance of the court in getting a fresh start. Under the protection of the bankruptcy court, debtors may discharge their debts, perhaps by paying a portion of each debt. Bankruptcy judges preside over these proceedings.
• bonds: includes the following:

              (a) United States Treasury securities. See Louisiana Revised Statutes 22:601.1

• Business entity: includes a sole proprietorship, corporation, limited liability company, association, partnership, joint stock company, joint venture, mutual fund, trust, joint tenancy, or other similar form of business organization, whether organized for-profit or not-for-profit. See Louisiana Revised Statutes 22:601.1
• Cap: means an agreement obligating the seller to make payments to the buyer, with each payment based on the amount by which a reference price or level or the performance or value of one or more underlying interests exceeds a predetermined number, sometimes called the strike rate or strike price. See Louisiana Revised Statutes 22:601.1
• Capital and surplus: means the sum of the capital and surplus of the insurer required to be shown on the statutory financial statement of the insurer most recently required to be filed with the commissioner. See Louisiana Revised Statutes 22:601.1
• Cash equivalents: means short-term, highly rated, and highly liquid investments or securities readily convertible to known amounts of cash without penalty and so near maturity that they present insignificant risk of change in value. See Louisiana Revised Statutes 22:601.1
• Clerk of court: An officer appointed by the court to work with the chief judge in overseeing the court's administration, especially to assist in managing the flow of cases through the court and to maintain court records.
• Continuance: Putting off of a hearing ot trial until a later time.
• Conviction: A judgement of guilt against a criminal defendant.
• Council: means the Louisiana State Interagency Coordinating Council for EarlySteps established pursuant to La. See Louisiana Revised Statutes 28:462
• Counterparty exposure amount: means :

              (a) The net amount of credit risk attributable to a derivative instrument executed with a business entity other than through a qualified exchange, qualified foreign exchange, or cleared through a qualified clearinghouse, also referred to as an "over-the-counter derivative instrument". See Louisiana Revised Statutes 22:601.1

• Covered: means that an insurer owns or can immediately acquire, through the exercise of options, warrants, or conversion rights already owned, the underlying interest in order to fulfill or secure its obligations under a call option, cap, or floor it has written, or has set aside under a custodial or escrow agreement cash or cash equivalents with a market value equal to the amount required to fulfill its obligations under a put option it has written, in an income generation transaction. See Louisiana Revised Statutes 22:601.1
• Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
• Deed: The legal instrument used to transfer title in real property from one person to another.
• Department: means the Louisiana Department of Health. See Louisiana Revised Statutes 28:462
• Derivative instrument: means an agreement, option, instrument, or a series or combination thereof:

              (i) To make or take delivery of, or assume or relinquish, a specified amount of one or more underlying interests, or to make a cash settlement in lieu thereof. See Louisiana Revised Statutes 22:601.1

• Derivative transaction: means a transaction involving the use of one or more derivative instruments. See Louisiana Revised Statutes 22:601.1
• directly: when used in connection with an obligation, means that the designated obligor is primarily liable on the instrument representing the obligation. See Louisiana Revised Statutes 22:601.1
• Dollar roll transaction: means two simultaneous transactions with different settlement dates no more than ninety-six days apart, so that in the transaction with the earlier settlement date, an insurer sells to a business entity, and in the other transaction the insurer is obligated to purchase from the same business entity, substantially similar securities of any of the following types:

              (a) Asset-backed securities issued, assumed, or guaranteed by the Government National Mortgage Association, the Federal National Mortgage Association, the Federal Home Loan Mortgage Corporation, or their respective successors. See Louisiana Revised Statutes 22:601.1

• Early intervention services: means developmental services that:

              (a) Are provided under public supervision. See Louisiana Revised Statutes 28:462

• Equivalent securities: means :

              (a) In a securities lending transaction, securities that are identical to the loaned securities in all features including the amount of the loaned securities, except as to the certificate number if held in physical form, but if any different security shall be exchanged for a loaned security by recapitalization, merger, consolidation, or other corporate action, the different security shall be considered to be the loaned security. See Louisiana Revised Statutes 22:601.1

• Escrow: Money given to a third party to be held for payment until certain conditions are met.
• Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
• Exchange-traded fund: means funds registered as open-end investment companies or unit investment trusts under 15 U. See Louisiana Revised Statutes 22:601.1
• Fair market value: The price at which an asset would change hands in a transaction between a willing, informed buyer and a willing, informed seller.
• Federal Reserve System: The central bank of the United States. The Fed, as it is commonly called, regulates the U.S. monetary and financial system. The Federal Reserve System is composed of a central governmental agency in Washington, D.C. (the Board of Governors) and twelve regional Federal Reserve Banks in major cities throughout the United States. ^{Source: OCC}
• Floor: means an agreement obligating the seller to make payments to the buyer in which each payment is based on the amount by which a predetermined number, sometimes called the floor rate or price, exceeds a reference price, level, performance, or value of one or more underlying interests. See Louisiana Revised Statutes 22:601.1
• Foreclosure: A legal process in which property that is collateral or security for a loan may be sold to help repay the loan when the loan is in default. ^{Source: OCC}
• Foreign currency: means a currency other than that of a domestic jurisdiction. See Louisiana Revised Statutes 22:601.1
• Foreign jurisdiction: means a jurisdiction other than a domestic jurisdiction. See Louisiana Revised Statutes 22:601.1
• Fraud: Intentional deception resulting in injury to another.
• Future: means an agreement, traded on a qualified exchange or qualified foreign exchange, to make or take delivery of, or effect a cash settlement based on the actual or expected price, level, performance, or value of, one or more underlying interests. See Louisiana Revised Statutes 22:601.1
• Government sponsored enterprise: means any of the following:

              (a) Governmental agency. See Louisiana Revised Statutes 22:601.1

• Guaranteed or insured: when used in connection with an obligation acquired pursuant to this Subpart, means that the guarantor or insurer has agreed to one of the following:

              (a) Perform or insure the obligation of the obligor or purchase the obligation. See Louisiana Revised Statutes 22:601.1

• Guarantor: A party who agrees to be responsible for the payment of another party's debts should that party default. ^{Source: OCC}
• Hedging transaction: means a derivative transaction which is entered into and maintained to reduce one of the following:

              (a) The risk of a change in the value, yield, price, cash flow, or quantity of assets or liabilities which the insurer has acquired or incurred or anticipates acquiring or incurring. See Louisiana Revised Statutes 22:601.1

• Highly rated: means an investment rated "P-1" by Moody's Investors Service, Inc. See Louisiana Revised Statutes 22:601.1
• Income: means , as to a security, interest, accrual of discount, dividends, or other distributions, such as rights, tax or assessment credits, warrants and distributions in kind. See Louisiana Revised Statutes 22:601.1
• Infant or toddler with a disability: means an individual under three years of age who needs early intervention services because of either of the following:

              (i) The individual is experiencing developmental delays, as measured by appropriate diagnostic instruments and procedures in the areas of cognitive development, physical development, communication development, social or emotional development, or adaptive development. See Louisiana Revised Statutes 28:462

• Insurance future: means a future relating to an index or pool that is based on insurance-related items. See Louisiana Revised Statutes 22:601.1
• Interest rate: The amount paid by a borrower to a lender in exchange for the use of the lender's money for a certain period of time. Interest is paid on loans or on debt instruments, such as notes or bonds, either at regular intervals or as part of a lump sum payment when the issue matures. ^{Source: OCC}
• Investment company: means an investment company as defined in 15 U. See Louisiana Revised Statutes 22:601.1
• Investment company series: means an investment portfolio of an investment company that is organized as a series company and to which assets of the investment company have been specifically allocated. See Louisiana Revised Statutes 22:601.1
• Investment practices: means transactions of the types described in La. See Louisiana Revised Statutes 22:601.1
• Investment subsidiary: means a subsidiary of an insurer engaged or organized to engage exclusively in the ownership and management of assets authorized as investments for the insurer if each subsidiary agrees to limit its investment in any asset so that its investments will not cause the amount of the total investment of the insurer to exceed any of the investment limitations or avoid any other provisions of this Subpart applicable to the insurer. See Louisiana Revised Statutes 22:601.1
• Joint tenancy: A form of property ownership in which two or more parties hold an undivided interest in the same property that was conveyed under the same instrument at the same time. A joint tenant can sell his (her) interest but not dispose of it by will. Upon the death of a joint tenant, his (her) undivided interest is distributed among the surviving joint tenants.
• Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
• Lien: A claim against real or personal property in satisfaction of a debt.
• Limited liability company: means a business organization, excluding partnerships and ordinary business corporations, organized or operating under the laws of the United States or any state thereof that limits the personal liability of investors to the equity investment of the investor in the business entity. See Louisiana Revised Statutes 22:601.1
• Listed bond fund: means a mutual fund, or an exchange-traded fund, that at all times is listed as eligible for reporting as a long-term bond within the Purposes and Procedures Manual of the NAIC Investment Analysis Office or any successor publication. See Louisiana Revised Statutes 22:601.1
• Market value: means :

              (a) As to cash and letters of credit, the amounts thereof. See Louisiana Revised Statutes 22:601.1

• Money market mutual fund: means a mutual fund that meets the conditions of 17 C. See Louisiana Revised Statutes 22:601.1
• Mortgage: The written agreement pledging property to a creditor as collateral for a loan.
• Mortgage loan: means an obligation secured by a mortgage, deed of trust, trust deed, or other consensual lien on real estate. See Louisiana Revised Statutes 22:601.1
• Mortgage loan: A loan made by a lender to a borrower for the financing of real property. ^{Source: OCC}
• Mortgage-backed security: means debt obligations, including collateralized mortgage obligations, which represent claims to the cash flows from pools of mortgage loans made by financial institutions. See Louisiana Revised Statutes 22:601.1
• Multilateral development bank: means an international development organization of which the United States is a member. See Louisiana Revised Statutes 22:601.1
• Mutual fund: means an investment company or, in the case of an investment company that is organized as a series company, an investment company series, that, in either case, is registered with the United States Securities and Exchange Commission under 15 U. See Louisiana Revised Statutes 22:601.1
• NAIC: means the National Association of Insurance Commissioners. See Louisiana Revised Statutes 22:601.1
• National Bank: A bank that is subject to the supervision of the Comptroller of the Currency. The Office of the Comptroller of the Currency is a bureau of the U.S. Treasury Department. A national bank can be recognized because it must have "national" or "national association" in its name. ^{Source: OCC}
• Obligation: means a bond, note, debenture, trust certificate including an equipment certificate, production payment, negotiable bank certificate of deposit, bankers' acceptance, and other evidence of indebtedness for the payment of money, or participations, certificates, or other evidences of an interest in any of the foregoing, whether constituting a general obligation of the issuer or payable only out of certain revenues or certain funds pledged or otherwise dedicated for payment. See Louisiana Revised Statutes 22:601.1
• Option: means an agreement giving the buyer the right to buy or receive, known as a "call option" sell or deliver, known as a "put option" enter into, extend or terminate or effect a cash settlement based on the actual or expected price, level, performance, or value of one or more underlying interests. See Louisiana Revised Statutes 22:601.1
• Person: means an individual, a business entity, a multilateral development bank, or a government or quasi-governmental body, such as a political subdivision or a government-sponsored enterprise. See Louisiana Revised Statutes 22:601.1
• Plaintiff: The person who files the complaint in a civil lawsuit.
• Potential exposure: means the amount determined in accordance with the NAIC Annual Statement Instructions, as amended. See Louisiana Revised Statutes 22:601.1
• Preferred stock: means preferred, preference, or guaranteed stock of a business entity authorized to issue the stock, that has a preference in liquidation over the common stock of the business entity. See Louisiana Revised Statutes 22:601.1
• Qualified bank: means any of the following:

              (a) A national bank, state bank, or trust company that at all times is no less than adequately capitalized as determined by standards adopted by United States banking regulators and that is either regulated by state banking laws or is a member of the Federal Reserve System. See Louisiana Revised Statutes 22:601.1

• Qualified business entity: means a business entity that is one of the following:

              (a) An issuer of obligations or preferred stock that are rated one or two by the SVO or an issuer of obligations, preferred stock or derivative instruments that are rated the equivalent of one or two by the SVO, or by a nationally recognized statistical rating organization recognized by the SVO. See Louisiana Revised Statutes 22:601.1

• Qualified exchange: means any of the following:

              (a) A securities exchange registered as a national securities exchange or a securities market regulated under 15 U. See Louisiana Revised Statutes 22:601.1

• Qualified foreign exchange: means a foreign exchange, board of trade, or contract market located outside the United States, its territories, or possessions meeting all of the following criteria:

              (a) That has received regulatory comparability relief under Commodity Futures Trading Commission Rule 30. See Louisiana Revised Statutes 22:601.1

• Qualified primary credit source: means the credit source to which an insurer looks for payment as to an investment and against which an insurer has a direct claim for full and timely payment, evidenced by a contractual right for which an enforcement action can be brought in a domestic jurisdiction. See Louisiana Revised Statutes 22:601.1
• Real estate: means :

              (a) Any of the following:

              (i) Immovable property. See Louisiana Revised Statutes 22:601.1

• Replication transaction: means a derivative transaction that is intended to replicate the performance of one or more assets that an insurer is authorized to acquire pursuant to this Subpart. See Louisiana Revised Statutes 22:601.1
• Repurchase transaction: means a transaction in which an insurer sells securities to a business entity and is obligated to repurchase the sold securities or equivalent securities from the business entity at a specified price, either within a specified period or upon demand. See Louisiana Revised Statutes 22:601.1
• Rescission: The cancellation of budget authority previously provided by Congress. The Impoundment Control Act of 1974 specifies that the President may propose to Congress that funds be rescinded. If both Houses have not approved a rescission proposal (by passing legislation) within 45 days of continuous session, any funds being withheld must be made available for obligation.
• Reverse repurchase transaction: means a transaction in which an insurer purchases securities from a business entity that is obligated to repurchase the purchased securities or equivalent securities from the insurer at a specified price, either within a specified period or upon demand. See Louisiana Revised Statutes 22:601.1
• Secured location: means the contiguous real estate owned by one person. See Louisiana Revised Statutes 22:601.1
• Securities lending transaction: means a transaction in which securities are loaned by an insurer to a business entity that is obligated to return the loaned securities or equivalent securities to the insurer, either within a specified period or upon demand. See Louisiana Revised Statutes 22:601.1
• Series company: means an investment company that is organized as a series company, as defined in 17 C. See Louisiana Revised Statutes 22:601.1
• Settlement: Parties to a lawsuit resolve their difference without having a trial. Settlements often involve the payment of compensation by one party in satisfaction of the other party's claims.
• Shares: means the units into which the stockholders' rights to participate in the control of the state bank, in its profits, or in the distribution of corporate assets are divided. See Louisiana Revised Statutes 6:201
• Shell business entity: means a business entity having no economic substance, except as a vehicle for owning interests in assets issued, owned, or previously owned by a person domiciled in a foreign jurisdiction. See Louisiana Revised Statutes 22:601.1
• Short-term: means investments with a remaining term to maturity of ninety days or less. See Louisiana Revised Statutes 22:601.1
• State: means a state, territory, or possession of the United States of America, the District of Columbia, or the Commonwealth of Puerto Rico. See Louisiana Revised Statutes 22:601.1
• Stockholder: means the holder of record of one or more shares. See Louisiana Revised Statutes 6:201
• Subpoena: A command to a witness to appear and give testimony.
• Substantially similar securities: means securities that meet all criteria for substantially similar specified in the NAIC Accounting Practices and Procedures Manual, as amended, and in an amount that constitutes good delivery form as determined from time to time by the Public Securities Association. See Louisiana Revised Statutes 22:601.1
• SVO: means the Securities Valuation Office of the NAIC or any successor office established by the NAIC. See Louisiana Revised Statutes 22:601.1
• Swap: means an agreement to exchange or to net payments at one or more times based on the actual or expected price, level, performance, or value of one or more underlying interests. See Louisiana Revised Statutes 22:601.1
• Total voting power: means the entirety of the voting power. See Louisiana Revised Statutes 6:201
• Trial: A hearing that takes place when the defendant pleads "not guilty" and witnesses are required to come to court to give evidence.
• Underlying interest: means the assets, liabilities, other interests, or a combination thereof underlying a derivative instrument, such as any one or more securities, currencies, rates, indices, commodities, or derivative instruments. See Louisiana Revised Statutes 22:601.1
• Usury: Charging an illegally high interest rate on a loan. ^{Source: OCC}
• Voting power: means the right vested by law or by the articles or the bylaws in the stockholder or in one or more classes of stockholder to vote in the determination of any particular question or matter coming before meetings of the stockholders. See Louisiana Revised Statutes 6:201
• Warrant: means an instrument that gives the holder the right to purchase an underlying financial instrument at a given price and time or at a series of prices and times outlined in the warrant agreement. See Louisiana Revised Statutes 22:601.1
• Writ: A formal written command, issued from the court, requiring the performance of a specific act.