Wisconsin Statutes & Annotations
Chapter 644 - Domestic mutual insurance holding companies.
644.15 - Sale of voting stock; subscription rights; dividends.

644.15 Sale of voting stock; subscription rights; dividends.
(1)
(a) No solicitation for the initial sale to 3rd parties of the voting stock of the converted insurance company or any intermediate stock holding company may be made without the approval of the commissioner under s. 611.31 (2) and without the approval of the commissioner and the members of the mutual holding company as follows:
1. If the mutual holding company plan includes a plan for the initial sale of voting stock, such approval shall be given at the time that the mutual holding company plan is approved under s. 644.07 (7) and (8).
2. If the mutual holding company plan does not include a plan for the initial sale of voting stock of the converted insurance company or any intermediate stock holding company, the board of the converted insurance company or any intermediate stock holding company, following the procedures under s. 644.07 (2) to (8), may adopt a plan for the initial sale of voting stock to 3rd parties at any future date.
(b) Prior to every issue of voting stock of the converted insurance company and any intermediate stock holding company, the commissioner, in addition to the approval required under s. 611.31 (2), shall approve the price of the stock, or the procedure for setting and determining the price of the stock, as fair and equitable to the company issuing the stock.
(2) No initial public offering of voting stock of the converted insurance company or any intermediate stock holding company may be conducted unless the persons who were members of the mutual holding company at the time such offering was approved by resolution of the board are afforded subscription rights in conjunction with the stock offering.
(3) If the converted insurance company is a life insurance company, before any approval for the initial sale of voting stock is granted the commissioner shall find the dividend plan fair and equitable to policyholders.
(4) Dividends and other distributions to the shareholders of the converted insurance company or any intermediate stock holding company of a converted insurance company may not be made except in compliance with ss. 617.22 and 617.225.
History: 1997 a. 227.

Structure Wisconsin Statutes & Annotations

Wisconsin Statutes & Annotations

Chapter 644 - Domestic mutual insurance holding companies.

644.02 - Definitions.

644.03 - Scope and purposes.

644.04 - Restructuring.

644.05 - General corporate powers and procedures.

644.06 - Registered agent for service of process.

644.07 - Restructuring procedures.

644.08 - Reservation of corporate name.

644.09 - Articles, amendments, bylaws and principal officers.

644.10 - Acquisition, merger or consolidation as part of the plan.

644.11 - Restructuring of domestic or foreign mutual with existing domestic mutual holding company.

644.12 - Transfers of a mutual holding company's place of domicile to this state.

644.13 - Restrictions on ownership.

644.14 - Member rights.

644.15 - Sale of voting stock; subscription rights; dividends.

644.16 - Board of directors, committees and records.

644.17 - Removal of officers.

644.18 - Directors' and officers' liability and indemnification.

644.19 - Executive compensation.

644.20 - Management contract services.

644.21 - Annual report of domestic mutual holding company.

644.22 - Securities regulation.

644.23 - Authority to issue mutual bonds and contribution notes.

644.24 - Subsequent restructuring.

644.25 - Conversion of domestic mutual holding company into a stock corporation.

644.26 - Transfer of business or assets of mutual holding companies.

644.27 - Merger and consolidation of mutual holding companies.

644.28 - Voluntary dissolution of domestic mutual holding companies.

644.29 - Involuntary dissolution of domestic mutual holding companies.