N.Y. Insurance Law 8019 – Conversion of mutual holding company
§ 8019. Conversion of mutual holding company. (a) A mutual holding company may reorganize in accordance with a plan of reorganization which is fair and equitable to the company's members and is:
Terms Used In N.Y. Insurance Law 8019
- 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.
- 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.
- Equitable: Pertaining to civil suits in "equity" rather than in "law." In English legal history, the courts of "law" could order the payment of damages and could afford no other remedy. See damages. A separate court of "equity" could order someone to do something or to cease to do something. See, e.g., injunction. In American jurisprudence, the federal courts have both legal and equitable power, but the distinction is still an important one. For example, a trial by jury is normally available in "law" cases but not in "equity" cases. Source: U.S. Courts
- 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
- 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
- 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
(1) adopted by action of three-fourths of its entire board of directors;
(2) approved by the superintendent if found by the superintendent to be fair and equitable to the company's members after a hearing held upon notice to the company's members; and, thereafter,
(3) adopted by the affirmative vote of two-thirds of all votes cast by members of the company entitled to vote, after notice being given to all members entitled to vote. The mutual holding company shall give written notice stating the date, time and place for voting on such proposal to members entitled to notice of and to vote on the proposal in accordance with this section, sent by mail or electronic transmission to the last known mailing or electronic addresses of such policyholders as shown on the records of the mutual holding company. Such notice shall be sent at least thirty days before the date of the proposed vote to approve the plan of reorganization. Such notice may be combined with notice of the hearing required by paragraph two of this subsection. Such notice shall be preceded or accompanied by a true and correct copy of the plan, or by a summary thereof approved by the superintendent, and such other explanatory information as the superintendent shall approve or require.
(b) A plan of reorganization pursuant to subsection (a) of this section shall provide for the membership interests in the mutual holding company being extinguished and may provide either for:
(1) the conversion of the mutual holding company into a stock corporation, in which event consideration distributed shall be equal to that required under section seven thousand three hundred twelve of this chapter or such other law governing the demutualization of mutual life insurers as may then be in effect; or
(2) the distribution to eligible members of the mutual holding company of consideration consisting of all assets of the mutual holding company including all stock of the reorganized insurer or any stock holding company owned by the mutual holding company, or other consideration having equivalent aggregate value, which may be in the form of cash, securities of any institution, additional insurance or annuity benefits or policy credits, increased dividends or other consideration, all such consideration being allocated among eligible members of the mutual holding company in a manner that is fair and equitable to the company's members.
(c) If no closed block of participating policies and contracts was established or alternative provision was approved pursuant to section eight thousand three of this article when the mutual holding company was established or thereafter, then the plan of reorganization of the mutual holding company pursuant to subsection (a) of this section shall provide for the establishment of such a closed block or alternative provision upon a reorganization of the mutual holding company under this section. Any such closed block or alternative provisions shall be subject to subsection (b) of section eight thousand three of this article. However, if a closed block of participating policies and contracts was established or alternative provision was approved pursuant to subsection (b) of section eight thousand three of this article when the mutual holding company was established or thereafter, then no such closed block or alternative provision shall be required upon a reorganization of the mutual holding company under this section.