N.J.S. § 17B:18-60 Merger and Consolidation of Stock Insurers

• Library: New Jersey Permanent Statutes
• Edition: 2023
• Currency: Current through L. 2023, c. 118.

a. A domestic stock insurer may merge or consolidate with one or more domestic or foreign stock insurers in the following manner and subject to the following provisions.

b.

(1) Mergers or consolidations may be initially proposed at any meeting of the board of directors of a domestic stock insurer by the affirmative vote of 2/3 of the total number of directors of the insurer, or at any meeting of the stockholders of the insurer by the affirmative vote of a majority of the total number of shares of stock outstanding and entitled to vote, provided the notice of such meeting shall set forth such proposal.

(2) The plan of merger or consolidation proposed as required by paragraph (1) of this subsection, shall be submitted to a meeting of the stockholders of record of each domestic stock insurer, and may become effective only if adopted at such meeting by the affirmative vote, in person or by proxy, of 2/3 of the total number of shares of stock outstanding and entitled to vote. The said meeting shall be held upon such reasonable notice as has been approved by the commissioner and the notice shall fully set forth the terms and conditions of the proposed plan and agreement of merger or consolidation.

c. 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 hearing unless he finds such plan or agreement:

(1) Is contrary to law; or

(2) Inequitable to the stockholders of any 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.

(4) Involves the merger of a domestic insurer into a nonadmitted foreign insurer.

d. 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.