17:17C-6 Limits on acquisition of beneficial ownership; exceptions.
6.Except as otherwise specifically provided in the plan of reorganization, prior to and for a period of three years following the effective date of the reorganization, no person or persons acting in concert, other than the reorganized insurer or any employee benefit plans or trusts sponsored by the reorganized insurer, shall directly or indirectly offer to acquire or acquire in any manner the beneficial ownership of five percent or more of any class of a voting security of the reorganized insurer or any person that owns or controls a majority or all of the voting securities of the reorganized insurer without the prior approval by the commissioner of an application for acquisition filed by that person with the commissioner. The application for acquisition shall contain the information required by subsection b. of section 2 of P.L.1970, c.22 (C.17:27A-2) and any other information required by the commissioner. The commissioner shall not approve an application for acquisition unless he finds that the requirements of subsection d. of section 2 of P.L. 1970, c. 22 (C.17:27A-2) will be satisfied and, additionally, that: a. the acquisition would not frustrate the plan of reorganization as approved by the policyholders and the commissioner; b. the board of directors of the reorganized insurer or its parent corporation, as applicable, has approved the acquisition or extraordinary circumstances not contemplated in the plan of reorganization have arisen that would warrant their approval of the acquisition; and c. the acquisition would be in the interest of the policyholders of the reorganized insurer. No security that is the subject of any agreement or arrangement regarding acquisition or that is acquired or to be acquired in contravention of this section or of an order of the commissioner may be voted at any shareholders' meeting, and any action of shareholders requiring the affirmative vote of a percentage of shares may be taken as though the securities were not issued and outstanding; provided, however, that no action taken at a meeting shall be invalidated by the voting of those securities unless the action would materially affect control of the reorganized insurer or a person that owns or controls a majority or all of the voting securities of the reorganized insurer or unless the courts of this State have so ordered.
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Last modified: October 11, 2016