Offers to acquire and acquisition of voting securities of new stock insurer or institution that owns majority of voting securities of new stock insurer.
1. Except as otherwise specifically provided in the plan of conversion, before and for a period of 5 years after the issuance of a certificate of authority to a new stock insurer pursuant to NRS 693A.470, no person other than the new stock insurer may directly or indirectly offer to acquire or acquire in any manner the beneficial ownership of 5 percent or more of any class of a voting security of the new stock insurer or of any institution that owns a majority of the voting securities of the new stock insurer without the prior approval by the Commissioner of an application for acquisition.
2. The Commissioner shall not approve an application for acquisition filed pursuant to subsection 1 unless he finds that:
(a) The acquisition will not frustrate the plan of conversion as approved by the policyholders and the Commissioner;
(b) The board of directors of the new stock insurer has approved the acquisition or extraordinary circumstances not contemplated in the plan of conversion have arisen which would warrant approval of the acquisition; and
(c) The acquisition is consistent with the purpose of NRS 693A.400 to 693A.540, inclusive, to permit conversions on terms and conditions that are fair and equitable to the policyholders.
3. An application for acquisition filed pursuant to subsection 1 must describe in sufficient detail all information necessary for the approval of the application.
4. If any material change occurs in the facts set forth in an application for acquisition filed pursuant to subsection 1, an amendment setting forth the change, together with copies of all documents and other material relevant to the change, must be filed with the Commissioner.
5. The Commissioner may hold a public hearing on an application for acquisition filed pursuant to subsection 1. If the Commissioner decides to hold a public hearing, the hearing must be held not later than 30 days after the person seeking to acquire securities files an application for acquisition with the Commissioner pursuant to subsection 1. The Commissioner shall give at least 20 days’ notice of the hearing to the person filing the application for acquisition. The person filing the application for acquisition shall give not less than 7 days’ notice of the hearing to the new stock insurer and to such other persons as may be designated by the Commissioner. In connection with the hearing, the person filing the application for acquisition, the new stock insurer, any other person to whom notice of the hearing was given, and any other person whose interest may be affected may conduct discovery proceedings in the same manner as is allowed in the district court. All discovery proceedings must be concluded not later than 3 days before the commencement of the hearing. At the hearing, the person filing the application for acquisition, the new stock insurer, any other person to whom notice of the hearing was given, and any other person whose interest may be affected may present evidence, examine and cross-examine witnesses, and offer oral and written arguments. If any acquisition referred to in the application for acquisition is proposed by means of a registration statement under the Securities Act of 1933, 15 U.S.C. §§ 77a et seq., in circumstances requiring the disclosure of similar information under the Securities Exchange Act of 1934, 15 U.S.C. §§ 78a et seq., or under a state law requiring similar registration or disclosure, the person required to file the statement may utilize such documents in furnishing the information required by the application for acquisition. The person filing the application shall serve the new stock insurer and any institution that owns a majority of the voting securities of the new stock insurer with a copy of the application for acquisition and any amendments thereto on the day the documents are filed with the Commissioner.
6. The new stock insurer and any institution that owns a majority of the voting securities of the new stock insurer must be permitted to become parties to the hearing upon request.
7. The Commissioner shall make a determination not later than 30 days after the conclusion of the hearing or, if no hearing is held, not later than 30 days after the date on which the application for acquisition is filed with the Commissioner pursuant to subsection 1. Approval or disapproval of an application for acquisition must be by written order. Any person who is aggrieved by the order may petition for judicial review in the manner provided by chapter 233B of NRS.
8. The Commissioner may retain, at the expense of the person filing an application for acquisition pursuant to subsection 1, any attorneys, actuaries, accountants and other experts who are not employees of the Division as may be reasonably necessary to assist the Commissioner in reviewing the application.
Last modified: February 27, 2006