Alaska Statutes: AS 21.22.010. Filing Requirements For Acquisition of Control of or Merger With Domestic Insurer.

Alaska Statutes. Title 21. Insurance Chapter 22. Insurance Holding Companies Section 10. Filing Requirements For Acquisition of Control of or Merger With Domestic Insurer.

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AS 21.22.010. Filing Requirements For Acquisition of Control of or Merger With Domestic Insurer.

   (a) Until the provisions of (b) of this section have been fulfilled, a person may not:
        (1) unless the person is an issuer, make a tender or an offer for or a request or an invitation for tenders of, or enter into any agreement to exchange securities for, seek to acquire, or acquire, in the open market or otherwise, any voting security of a domestic insurer if, after the purchase, the person would, directly or indirectly or by conversion or by exercise of any right to acquire, be in control of the insurer; or
        (2) enter into an agreement to merge with or otherwise to acquire control of a domestic insurer or a person controlling a domestic insurer.
   (b) A statement containing the information required by AS 21.22.020 shall be filed by the person making a proposal described in (a) of this section with the director before the time copies of the proposal are first published, sent, or given to security holders of the insurer. The insurer shall publish, send, or give copies of the statement to the insurer's stockholders. The proposal is subject to approval by the director under AS 21.22.030.
   (c) If a proposal described in (a) of this section is to be made by means of a registration statement under 15 U.S.C. 77a - 77aa (Securities Act of 1933) or in circumstances requiring the disclosure of similar information under 15 U.S.C. 78a - 78mm (Securities Exchange Act of 1934), or under a state law requiring similar registration or disclosure, the person required to file the statement under (b) of this section may use those documents in furnishing the information called for by that statement.
   (d) If the person required to file the statement under (b) of this section is a partnership, limited partnership, syndicate, or other group, the director may require that the information be given with respect to each
        (1) partner of the partnership or limited partnership;
        (2) member of the syndicate or group; and
        (3) person who controls a partner or member.
   (e) If any person, partner, or member required to file the statement under (b) of this section is a corporation, the director may require that the information be given with respect to
        (1) that corporation;
        (2) each officer and director of that corporation; and
        (3) each person who is directly or indirectly the beneficial owner of more than 10 percent of the outstanding voting securities of that corporation.
   (f) If any material change occurs in the facts set out in the statement filed with the director and sent to the insurer under this section, an amendment setting out the change, together with copies of all documents and other material relevant to the change, shall be filed with the director and sent to the insurer within two business days after the person learns of the change. The insurer shall send the amendment to its shareholders.
   (g) The provisions of this section do not apply to an offer, request, invitation, agreement, or acquisition that the director by order may exempt as not having been made or entered into for the purpose and not having the effect of changing or influencing the control of the domestic insurer.
   (h) A person controlling a domestic insurer seeking to divest, in any manner, its controlling interest in the domestic insurer shall file with the director, and provide a copy to the insurer, confidential notice of the person's proposed divestiture at least 30 days before the cessation of control. The director shall determine whether a party seeking to divest or to acquire a controlling interest in an insurer is required to file for and obtain approval of the transaction. The information is confidential until the conclusion of the transaction unless the director, in the director's discretion, determines that confidential treatment will interfere with enforcement of this section. If a statement referred to in (b) of this section is otherwise filed, this subsection does not apply.
   (i) For a transaction subject to this section, an acquiring person also shall file a preacquisition notification with the director that contains the information set out in AS 21.22.065(c). A failure to file the notification may be subject to penalties specified in AS 21.22.065(i).
   (j) In this section, "domestic insurer" includes any person controlling a domestic insurer unless that person is either directly or through its affiliates primarily engaged in business other than the business of insurance. In this subsection, “person” includes a securities broker holding, in the usual and customary broker's function, more than 20 percent of the voting securities of an insurer or of a person controlling an insurer.

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