(a) A domestic stock insurer may merge or consolidate with one or more domestic or foreign stock insurers by complying with the applicable provisions of the statutes of this state governing the merger or consolidation of stock corporations formed for profit, but subject to subsections (b) and (c) of this section.
(b) No such merger or consolidation shall be effectuated unless in advance thereof the plan and agreement therefor have been filed with the commissioner and approved in writing by him after a hearing thereon. The commissioner shall give such approval within a reasonable time after such filing unless he finds such plan or agreement:
(1) Is contrary to law;
(2) Inequitable to the stockholders of any domestic insurer involved; or
(3) Would substantially reduce the security of, and service to be rendered to, policyholders of the domestic insurer in this state or elsewhere.
(c) No director, officer, agent, or employee of any insurer party to such merger or consolidation shall receive any fee, commission, compensation, or other valuable consideration whatsoever for in any manner aiding, promoting, or assisting therein except as set forth in such plan or agreement.
(d) If the commissioner does not approve any such plan or agreement, he shall so notify the insurer in writing, specifying his reasons therefor.
(e) If any domestic insurer involved in the proposed merger or consolidation is authorized to transact insurance also in other states, the commissioner may request the insurance commissioner, director of insurance, superintendent of insurance, or other similar public insurance supervisory official of the two other such states in which such insurer has in force the larger amounts of insurance to participate in the hearing provided for under subsection (b) of this section, with full right to examine all witnesses and evidence and to offer to the commissioner such pertinent information and suggestions as they may deem proper.
(f) Any plan or proposal through which a stock insurer proposes to acquire a controlling stock interest in another stock insurer through an exchange of stock of the first insurer, issued by the insurer for the purpose, for such controlling stock of the second insurer is deemed to be a plan or proposal of merger of the second insurer into the first insurer for the purposes of this section and is subject to the applicable provisions of this section.
Structure Code of Alabama
Chapter 27 - Organization and Corporate Procedures of Stock and Mutual Insurers.
Section 27-27-1 - Definitions.
Section 27-27-2 - Applicability of Chapter.
Section 27-27-3 - Power of Domestic Insurers to Indemnify Directors, Etc.
Section 27-27-4 - Solicitation Permit - Requirement.
Section 27-27-5 - Solicitation Permit - Application.
Section 27-27-6 - Solicitation Permit - Approval or Denial.
Section 27-27-7 - Solicitation Permit - Issuance; Contents; Compliance With Terms.
Section 27-27-8 - Solicitation Permit - Effect of Granting Permit.
Section 27-27-9 - Solicitation Permit - Modification or Revocation.
Section 27-27-10 - Solicitation Permit - Bond or Deposit in Lieu Thereof; Waiver of Same.
Section 27-27-11 - Licensing of Securities Salesmen.
Section 27-27-12 - Deposit of Solicitation Permit Funds in Escrow - Requirement.
Section 27-27-13 - Deposit of Solicitation Permit Funds in Escrow - Withdrawal and Refund.
Section 27-27-14 - Solicitation Permit for Subsequent Financing.
Section 27-27-15 - Domestic Mutual Insurers - Authorization to Transact Insurance.
Section 27-27-16 - Domestic Mutual Insurers - Bond or Deposit in Lieu Thereof.
Section 27-27-17 - Domestic Mutual Insurers - Solicitation of Qualifying Applications for Insurance.
Section 27-27-19 - Domestic Mutual Insurers - Failure to Complete Organization.
Section 27-27-21 - Domestic Mutual Insurers - Membership.
Section 27-27-22 - Domestic Mutual Insurers - Bylaws.
Section 27-27-23 - Directors of Domestic Insurers - Number; Election; Qualifications.
Section 27-27-24 - Directors of Domestic Insurers - Removal; Vacancies.
Section 27-27-25 - Corrupt or Dishonest Practices in Meeting of Stockholders or Members.
Section 27-27-26 - Pecuniary Interests of Officers, etc., of Domestic Insurers.
Section 27-27-27 - Exclusive Management and Production of Business Contracts by Domestic Insurers.
Section 27-27-28 - Notice of Change of Directors, Etc.
Section 27-27-30 - Voucher or Other Document for Disbursements.
Section 27-27-31 - Contingent Liability of Members of Domestic Mutual Insurers - Generally.
Section 27-27-33 - Collection of Assessments by Insurers.
Section 27-27-34 - Nonassessable Policies in Mutual Insurers - Generally.
Section 27-27-36 - Issuance of Participating or Nonparticipating Policies by Domestic Insurers.
Section 27-27-37 - Dividends - Domestic Stock Insurers.
Section 27-27-38 - Dividends - Domestic Mutual Insurers.
Section 27-27-39 - Dividends - Liability for Illegal Dividends by Domestic Insurers.
Section 27-27-40 - Loans by Domestic Insurers.
Section 27-27-41 - Deficiencies in Stock Insurer's Capital or Assets of Mutual Insurers - Generally.
Section 27-27-43 - Mutualization of Stock Insurers.
Section 27-27-44 - Conversion of Mutual Insurer Into Stock Insurer.
Section 27-27-45 - Merger and Consolidations - Domestic Stock Insurers.
Section 27-27-46 - Merger and Consolidations - Domestic Mutual Insurers.
Section 27-27-47 - Bulk Reinsurance - Domestic Stock Insurers.
Section 27-27-48 - Bulk Reinsurance - Domestic Mutual Insurers.
Section 27-27-49 - Distribution of Assets Upon Liquidation of Domestic Mutual Insurer.
Section 27-27-49.1 - Recovery.
Section 27-27-50 - Extinguishment and Nullification of Domestic Insurers' Corporate Charter.
Section 27-27-51 - Rules and Regulations as to Securities of Domestic Stock Insurers.
Section 27-27-52 - Insider Trading of Domestic Stock Insurer Equity Securities - Short Title.
Section 27-27-55 - Insider Trading of Domestic Stock Insurer Equity Securities - Unlawful Sales.
Section 27-27-61 - Applicability of Corporation Statutes to Domestic Insurers.