Section 27-14.5-3-6 - Requirements for plan to issue stock in a public offeringA plan to issue stock in a public offering (other than an offering in a private placement or solely in connection with a consolidation, merger, share exchange, or other business combination or an offering of stock in connection with an employee benefit plan or under a stock option plan) must do the following:
(1) Provide for each eligible member to receive, without payment, nontransferable subscription rights to purchase a portion of the stock of the applicant and describe how the offering price of the stock that may be purchased was established or the method by which that price will be determined, except that subscription rights need not be granted to an eligible member who resides in a foreign country or other jurisdiction for which the commissioner determines that any registration, qualification, or filing requirements would be impracticable or unduly burdensome for reasons of cost or otherwise.(2) Specify how subscription rights are to be allocated in whole shares of stock among the eligible members.(3) Provide a fair and equitable means for allocating shares of stock in the event of an over-subscription to the shares by eligible members exercising subscription rights received under this chapter.(4) Provide that any portion of shares not subject to subscription rights and any shares of stock not subscribed to by eligible members exercising subscription rights received under this chapter, or not subscribed to by an employee benefit plan or by directors, officers, and employees exercising subscription rights, will be sold:(A) in a public offering through an underwriter;(B) through private placement; or(C) by any other method approved by the commissioner that is fair and equitable to members.(5) Require a person that exercises subscription rights to: (A) purchase at least a minimum number of shares of stock; or(B) a minimum dollar amount of shares of stock.(6) Require that a majority of the members of the board of directors of the mutual insurance holding company must be persons who are not officers or employees of the mutual insurance holding company or any of its subsidiaries, unless this requirement is waived by the commissioner upon a showing of good cause.(7) Require that at least three (3) members of the board of directors of the: (A) intermediate stock holding company; or(B) reorganized insurer if there is no intermediate stock holding company; of the mutual insurance holding company must be persons who are not officers or employees of the mutual insurance holding company or any of its subsidiaries, unless this requirement is waived by the commissioner upon a showing of good cause.
(8) Provide that the mutual insurance holding company will adopt articles of incorporation or articles of amendment that include a provision prohibiting the mutual insurance holding company from waiving any dividends from its subsidiaries except: (A) under conditions specified in the articles of incorporation; and(B) after approval of the waiver by the board of directors of the mutual insurance holding company and by the commissioner.Added by P.L. 226-2023,SEC. 30, eff. 5/1/2023.