Arkansas Code Title 23. Public Utilities and Regulated Industries § 23-69-143. Mutual insurers mergers, consolidations

(a) A domestic mutual insurer may merge or consolidate with another mutual or stock insurer under the applicable procedures prescribed by § 23-69-144, except as provided in this section.

(b) The plan and agreement for merger or consolidation shall be submitted to and approved by at least two-thirds ( 2/3 ) of the members of each mutual insurer involved voting thereon at meetings called for the purpose pursuant to such reasonable notice and procedure as has been approved by the Insurance Commissioner. If a life insurer, the right to vote may be limited to members whose policies are other than term and group policies and have been in effect for more than one (1) year.

(c) No merger or consolidation shall be effectuated unless in advance thereof the plan and agreement therefor have been filed with the commissioner and approved by him or her in writing after a hearing thereon. The commissioner shall give approval within a reasonable time after the filing unless he or she finds such a plan or agreement:

(d) If it is proposed to merge or consolidate a mutual insurer into or with a stock insurer, the provisions of § 23-69-141, referring to converting a mutual insurer, shall apply as to the rights and equities of the members of the mutual insurer to the fullest extent deemed by the commissioner to be feasible and reasonable.

(e) If the commissioner does not approve the plan or agreement, he or she shall so notify the insurers in writing specifying his or her reasons therefor.

(f) Section 23-69-142(f) shall also apply as to mergers and consolidations of the mutual insurers.

(g) With regard to proposed transactions affecting an affiliate or subsidiary of a depository institution, the hearing shall be concluded and the order issued within the sixty-day period preceding the effective date of the transaction, and these orders shall be final upon entry, pursuant to federal law. Further, any restoration of capital, surplus, or special surplus required for approval of the transaction affecting the depository institution's affiliate or subsidiary shall also be accomplished within the same sixty-day period.

(h) This section shall not apply to formations of, or insurer conversions to, domestic mutual holding companies under other provisions of the Arkansas Insurance Code.