§ 8002. Reorganization of mutual life insurer through formation of a mutual holding company; contents of plan. (a) A mutual life insurer having on the adoption date admitted assets of less than ten billion dollars may be reorganized as a domestic stock life insurer with a mutual holding company by complying with the requirements of this article.

Terms Used In N.Y. Insurance Law 8002

  • Adoption date: means the date the board of directors of the mutual life insurer adopts the plan of reorganization. See N.Y. Insurance Law 8001
  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • Membership interests: means , with reference to an institution that is a mutual life insurer or a mutual holding company, the rights as members arising under the charter of such institution or this chapter or otherwise by law including the rights to vote and to participate in any distribution of the surplus of such institution, whether or not incident to a liquidation thereof. See N.Y. Insurance Law 8001
  • Mutual holding company: means a corporation organized under section eight thousand seventeen of this article. See N.Y. Insurance Law 8001
  • Mutual life insurer: means a domestic mutual life insurer. See N.Y. Insurance Law 8001
  • plan: means a plan adopted by a mutual life insurer in compliance with this article. See N.Y. Insurance Law 8001
  • Reorganized insurer: means the stock life insurer into which a mutual life insurer has been reorganized in accordance with the provisions of this article. See N.Y. Insurance Law 8001
  • Reorganizing insurer: means , in the case of a plan of reorganization of a mutual life insurer under this article, the mutual life insurer that is reorganizing pursuant to such plan. See N.Y. Insurance Law 8001
  • Stock holding company: means a corporation incorporated under the laws of any jurisdiction in the United States, at least fifty-one percent of the voting stock of which is owned, directly or through another stock holding company, by a mutual holding company and which holds, directly or indirectly, voting stock in at least one reorganized insurer. See N.Y. Insurance Law 8001
  • Voting stock: means capital stock that constitutes voting securities as defined in paragraph forty-five of subsection (a) of section one hundred seven of this chapter. See N.Y. Insurance Law 8001

(b) The plan of reorganization shall contain provisions for:

(1) the reorganizing insurer becoming a domestic stock life insurer;

(2) the formation of a mutual holding company;

(3) the members of the reorganizing insurer becoming members of the mutual holding company with membership interests therein, and the membership interests in the reorganizing insurer being extinguished; and

(4) at least fifty-one percent of the voting stock issued by the reorganized insurer being acquired and held, directly or through one or more stock holding companies, by the mutual holding company.

(5) the general terms for the establishment of the closed block or an alternative provision under subsection (b) of section eight thousand three of this article and the proposed dividend policy under subsection (a) of section eight thousand three of this article; and

(6) a plan of operation for the reorganized insurer including financial projections for a three-year period and a statement indicating its intentions with regard to issuing any nonparticipating business.

(c) The plan of reorganization shall provide that the reorganization will not change premiums or reduce policy benefits, values or guarantees or other policy obligations of the mutual life insurer, provided that the plan of reorganization may provide that the reorganized insurer will be able to make such changes and reductions as would be permitted under this chapter if the mutual life insurer were not a reorganizing insurer under this article.

(d) The plan may provide for the formation of one or more stock holding companies.

(e) The plan shall include the following as exhibits:

(1) the proposed charters or certificates of incorporation of the reorganized insurer, the mutual holding company and any stock holding company or companies; and

(2) the proposed by-laws of the reorganized insurer, the mutual holding company and any stock holding company or companies.

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