§ 38.2-1322

Definitions

As used in this article:”Acquiring person” means any person by whom or on whose behalf acquisition of control of any domestic insurer is to be effected.”Affiliate” of a specific person or a person “affiliated” with a specific person means a person that directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with the person specified.”Control,” including the terms “controlling,” “controlled by” and “under common control with,” means direct or indirect possession of the power to direct or cause the direction of the management and policies of a person, through (i) the ownership of voting securities, (ii) by contract other than a commercial contract for goods or nonmanagement services, or (iii) otherwise, unless the power is the result of an official position with or corporate office held by the person. Control shall be presumed to exist if any person directly or indirectly owns, controls, holds with the power to vote, or holds proxies representing collectively 10 percent or more of the voting securities of any other person. This presumption may be rebutted by a showing made in the manner provided by subsection K of § 38.2-1329 that control does not exist. After giving all interested persons notice and opportunity to be heard and making specific findings to support its determination, the Commission may determine that control exists, notwithstanding the absence of a presumption to that effect.”Enterprise risk” means any activity, circumstance, event, or series of events involving one or more affiliates of an insurer that, if not remedied promptly, is likely to have a material adverse effect upon the financial condition or liquidity of the insurer or its insurance holding company system as a whole, including, but not limited to, anything that would cause the insurer’s risk-based capital to fall into company action level as set forth in § 38.2-5503 or would cause the insurer to be in hazardous financial condition pursuant to 14 VAC 5-290-30 and 14 VAC 5-290-40 of the Virginia Administrative Code.”Insurance holding company system” means two or more affiliated persons, one or more of which is an insurer.”Insurer” means an insurance company as defined in § 38.2-100.”Material transaction” means (i) any sale, purchase, exchange, loan or extension of credit, or investment; (ii) any dividend or distribution; (iii) any reinsurance treaty or risk-sharing arrangement; (iv) any management contract, service contract or cost-sharing arrangement; (v) any merger with or acquisition of control of any corporation; or (vi) any other transaction or agreement that the Commission by order, rule or regulation determines to be material. Any series of transactions occurring within a 12-month period that are sufficiently similar in nature as to be reasonably construed as a single transaction and that in the aggregate exceed any minimum limits shall be deemed a material transaction.”NAIC” means the National Association of Insurance Commissioners.”SEC” means the U.S. Securities and Exchange Commission.”Subsidiary” of a specified person means an affiliate directly or indirectly controlled by that person through one or more intermediaries.”Voting security” means any security that enables the owner to vote for the election of directors. “Voting security” includes any security convertible into or evidencing a right to acquire a voting security.

History

1973, c. 505, § 38.1-178.1; 1977, c. 414, § 38.1-178.1:2; 1986, c. 562; 1992, c. 588; 1993, c. 158; 1998, c. 42; 2014, c. 309.

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