Virginia Code 38.2-1005.1: Conversion of a domestic mutual insurer to a domestic stock insurer
A. Any domestic mutual insurer may convert to a domestic stock insurer pursuant to a plan of conversion approved by the Commission.
Terms Used In Virginia Code 38.2-1005.1
- Commission: means the State Corporation Commission. See Virginia Code 38.2-100
- 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
- Health services plan: means any arrangement for offering or administering health services or similar or related services by a corporation licensed under Chapter 42 of Title 59. See Virginia Code 38.2-100
- Insurer: means an insurance company. See Virginia Code 38.2-100
- Quorum: The number of legislators that must be present to do business.
- State: means any commonwealth, state, territory, district or insular possession of the United States. See Virginia Code 38.2-100
B. The Commission shall approve any such plan of conversion if, after giving notice and an opportunity to be heard to the policyholders of the domestic mutual insurer, the Commission determines that:
1. The terms and conditions of the plan are fair and equitable to the policyholders of the domestic mutual insurer;
2. The plan is subject to approval by a vote of more than two-thirds of all votes cast on the plan at a meeting of the members of the domestic mutual insurer called for that purpose at which a quorum is present;
3. Except as otherwise provided in subdivision 4 of this subsection, the plan allocates and directs that the entire stock ownership interests and other consideration to be distributed pursuant to the plan of conversion be distributed to the policyholders of the domestic mutual insurer;
4. In the case of a domestic mutual insurer that converted from a health services plan that was in existence prior to December 31, 1987, the plan of conversion allocates and distributes to the State Treasurer, in addition to any shares of stock that the Commonwealth may be entitled to receive as a policyholder, shares of stock or cash or both with a value equal to the surplus, computed in accordance with generally accepted accounting principles, of such health services plan on December 31, 1987, plus ten million dollars; and
5. Immediately after the conversion, the insurer will have the fully paid capital stock and surplus required by applicable law.
C. A plan of conversion that utilizes a statutory merger in order to effect a conversion may be approved in accordance with this section and § 38.2-1005.1:9, and the provisions of § 38.2-1018 shall not be applicable to such plan of conversion.