77893538.2-1301.1Virginia Decodedhttps://vacode.org2016InsuranceReports, Reserves And Examinations, Insurance Holding Companies, Reinsurance Intermediaries, And Managing General AgentsAnnual Statements And Other ReportsMaterial transaction disclosures1994, c. 308; 2001, c. 519.http://law.lis.virginia.gov/vacode/38.2-1301.1//38.2-1301.1/38.2/13/1/38.2-1301.1Every insurer domiciled in this Commonwealth shall file a report with the Commission disclosing material acquisitions and dispositions of assets or material nonrenewals, cancellations or revisions of ceded reinsurance agreements unless such acquisitions and dispositions of assets or material nonrenewals, cancellations or revisions of ceded reinsurance agreements have been submitted to the Commission for review, approval or information purposes pursuant to other provisions of Title 38.2 or the rules and regulations of the Commission.sectionAA1 The report required by this subsection is due within fifteen days after the end of the calendar month in which any of the foregoing transactions occur.sectionA1A12 One complete copy of the report, including any exhibits or other attachments filed as part thereof, shall be filed with the National Association of Insurance Commissioners unless the insurer has applied for and has been granted an exemption from this requirement by the Commission.sectionA2A22All reports obtained by or disclosed to the Commission pursuant to this section, shall be given confidential treatment, shall not be subject to subpoena, and shall not be made public by the Commission, the National Association of Insurance Commissioners, or any other person without the prior written consent of the insurer to which it pertains unless the Commission, after giving the insurer which would be affected thereby, notice and an opportunity to be heard, determines that the interest of policyholders, shareholders, or the public will be served by the publication thereof, in which event the Commission may publish all or any part thereof in such manner as it may deem appropriate. Notwithstanding the foregoing, the Commission may at its discretion disclose such reports to (i) a regulatory official of any state or country; (ii) the National Association of Insurance Commissioners, its affiliate or its subsidiary; or (iii) a law-enforcement authority of any state or country. Any such disclosure by the Commission shall not constitute a waiver of confidentiality of any such report.sectionBB1No acquisitions or dispositions of assets need be reported pursuant to subsection A if the acquisitions or dispositions are not material. For purposes of this section, a material acquisition, or the aggregate of any series of related acquisitions during any thirty-day period, or disposition, or the aggregate of any series of relatesectionCC1 Asset acquisitions subject to this section include every purchase, lease, exchange, merger, consolidation, succession, or other acquisition other than the construction or development of real property by or for the reporting insurer or the acquisition of materials for such purpose.sectionC1C12 Asset dispositions subject to this section include every sale, lease, exchange, merger, consolidation, mortgage, pledge or hypothecation, assignment, whether for the benefit of creditors or otherwise, abandonment, destruction, or other disposition.sectionC2C22 The following information is required to be disclosed in any report of a material acquisition or disposition of assets:
sectionC3C32 Date of the transaction;sectionC3aC3a3 Manner of acquisition or disposition;sectionC3bC3b3 Description of the assets involved;sectionC3cC3c3 Nature and amount of the consideration given or received;sectionC3dC3d3 Purpose of, or reason for, the transaction;sectionC3eC3e3 Manner by which the amount of consideration was determined;sectionC3fC3f3 Gain or loss recognized or realized as a result of the transaction; andsectionC3gC3g3 Name of all persons from whom the assets were acquired or to whom they were disposed.sectionC3hC3h3 Subject to the foregoing criteria, a report is to be filed without regard to which party has initiated the nonrenewal, cancellation or revision of ceded reinsurance whenever one or more of the following conditions exist:
sectionD1D12 The entire cession has been cancelled, nonrenewed or revised and ceded indemnity and loss adjustment expense reserves after any nonrenewal, cancellation or revision represent less than fifty percent of the comparable reserves that would have been ceded had the nonrenewal, cancellation or revision not occurred;sectionD1aD1a3 An authorized or accredited reinsurer has been replaced on an existing cession by an unauthorizing reinsurer; orsectionD1bD1b3 Collateral requirements previously established for unauthorized reinsurers have been reduced; e.g., the requirement to collateralize incurred but not reported (IBNR) claim reserves has been waived with respect to one or more unauthorized reinsurers newly participating in an existing cession.Subject to the materiality criteria, for purposes of the foregoing subdivisions b and c, a report shall be filed if the result of the revision affects more than ten percent of the cession.sectionD1cD1c3 The following information is required to be disclosed in any report of a material nonrenewal, cancellation or revision of ceded reinsurance agreements:
sectionD2D22 Effective date of the nonrenewal, cancellation or revision;sectionD2aD2a3 The description of the transaction with an identification of the initiator thereof;sectionD2bD2b3 Purpose of, or reason for, the transaction; andsectionD2cD2c3 If applicable, the identity of the replacement reinsurers.sectionD2dD2d3