24 HB 1049/AP
House Bill 1049 (AS PASSED HOUSE AND SENATE)
By: Representatives Williamson of the 112
th
, Lumsden of the 12
th
, Taylor of the 173
rd
, and
Werkheiser of the 157
th
A BILL TO BE ENTITLED
AN ACT
To amend Chapters 36 and 52 of Title 33 of the Official Code of Georgia Annotated, relating
1
to the Georgia Insurers Solvency Pool and assumption reinsurance agreements, respectively,2
so as to enact the "Insurance Business Transfer Act"; to provide for definitions; to provide3
for a short title; to provide for legislative intent; to provide for court authority; to provide for4
notice requirements; to provide for an application procedure; to provide for court review of5
a petition; to provide for ongoing jurisdiction by the court; to provide for court approval; to6
provide for appeal; to provide for confidentiality; to provide for ongoing oversight by the7
Commissioner; to provide for certain fees and costs to be borne by the applicant; to provide8
for compensation, costs, and expenses of the independent expert and any consultants to be9
borne jointly by the transferring insurer and assuming insurer; to provide for dismissal of10
petition; to provide for suspension or revocation of certificate; to provide for construction;11
to make conforming changes; to provide for related matters; to provide for an effective date;12
to repeal conflicting laws; and for other purposes.13
BE IT ENACTED BY THE GENERAL ASSEMBLY OF GEORGIA:14
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SECTION 1.
15
Chapter 36 of Title 33 of the Official Code of Georgia Annotated, relating to the Georgia16
Insurers Insolvency Pool, is amended in paragraph (4) of Code Section 33-36-3, relating to17
definitions, by adding new subparagraphs to read as follows:18
"(O) Notwithstanding any other provision of this chapter, an insurance policy issued
19
by a member insurer and later allocated, transferred, or assumed by, or otherwise made20
the sole responsibility of another insurer, pursuant to any provision of law of this state21
providing for the division of an insurance company or the statutory assumption or22
transfer of designated policies and under which there is no remaining obligation to the23
transferring entity, shall be considered to have been issued by a member insurer which24
is an insolvent insurer for the purposes of this chapter in the event that the insurer to25
which the policy has been allocated, transferred, assumed by, or otherwise made the26
sole responsibility of is placed in liquidation.27
(P) An insurance policy that was issued by a nonmember insurer and later allocated,28
transferred, assumed by, or otherwise made the sole responsibility of a member insurer29
under any provision of law of this state described in subparagraph (O) of this paragraph30
shall not be considered to have been issued by a member insurer for the purposes of this31
chapter."32
SECTION 2.33
Chapter 52 of Title 33 of the Official Code of Georgia Annotated, relating to assumption34
reinsurance agreements, is amended by designating Code Sections 33-52-1 through 33-52-635
as Article 1.36
SECTION 3.37
Said chapter is further amended by replacing "chapter" with "article" wherever the former38
term occurs in:39
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(1) Code Section 33-52-1, relating to applicability of chapter;
40
(2) Code Section 33-52-2, relating to definitions; and41
(3) Code Section 33-52-4, relating to rejection of transaction by policyholders, receipt of42
notice, and transfers involving companies deemed to be in hazardous condition.43
SECTION 4.44
Said chapter is further amended by enacting a new article to read as follows:45
"ARTICLE 2
46
33-52-10.47
This Act shall be known and may be cited as the 'Insurance Business Transfer Act.'48
33-52-11.49
This article is adopted to provide options to address the limitations in the current methods50
available to insurers to transfer or assume blocks of insurance business in an efficient and51
cost-effective manner that: provides needed legal finality for such transfers in order to52
provide for improved operational and capital efficiency for insurance companies;53
stimulates the economy by attracting segments of the insurance industry to this state; makes54
this state an attractive home jurisdiction for insurance companies; encourages economic55
growth and increased investment in the financial services sector; and increases the56
availability of quality insurance industry jobs in this state. These purposes are57
accomplished by providing a basis and procedures for the transfer and novation of policies58
from a transferring insurer to an assuming insurer by way of an insurance business transfer59
plan without the affirmative consent of policyholders or reinsureds. The novation is60
effected by court order. This article establishes the requirements for notice and disclosure61
and standards and procedures for the approval of the transfer and novation by the62
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Commissioner and the Superior Court of Fulton County pursuant to an insurance business63
transfer plan. This article shall not limit or restrict other means of effecting a transfer or64
novation.65
33-52-12.66
As used in this article, the term:67
(1) 'Affiliate' means a person that directly, or indirectly through one or more68
intermediaries, controls, is controlled by, or is under common control with the person69
specified.70
(2) 'Applicant' means an assuming insurer, transferring insurer, or reinsurer applying to71
the Commissioner for the approval of an insurance business transfer plan as provided for72
in Code Section 33-52-15.73
(3) 'Approval order' means an order issued by the court approving an insurance business74
transfer plan as provided for in Code Section 33-52-15.75
(4) 'Assuming insurer' means an insurer domiciled in this state that assumes or seeks to76
assume policies from a transferring insurer pursuant to this article. An assuming insurer77
may be a company established pursuant to Chapter 41 of this title.78
(5) 'Court' means the Superior Court of Fulton County.79
(6) 'Implementation order' means an order issued by the court implementing an insurance80
business transfer plan as provided for in Code Section 33-52-15.81
(7) 'Independent expert' means an impartial individual who assists the Commissioner and82
the court in connection with their review of a proposed transfer and novation of insurance83
business. The Commissioner shall select such expert from a list of at least two nominees84
submitted jointly by the transferring insurer and the assuming insurer; provided, however,85
that, if the Commissioner, in his or her sole discretion, rejects such nominees, the86
Commissioner may appoint another person to serve as an independent expert. An87
independent expert or nominee shall:88
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(A) Hold no financial interest in either the assuming insurer or transferring insurer or89
any of their respective affiliates;90
(B) Not have been employed by or acted as an officer, director, consultant, or other91
independent contractor for either the assuming insurer or transferring insurer within the92
previous twelve months;93
(C) Not be simultaneously appointed by the Commissioner to assist in any capacity in94
any insurer rehabilitation or delinquency proceeding;95
(D) Not receive or be promised compensation in connection with the insurance96
business transfer for which he or she is selected to serve as an independent expert;97
provided, however, that a fee may be approved by the Commissioner that is not98
contingent upon the approval, implementation, or consummation of an insurance99
business transfer plan; and100
(E) Provide proof of insurance covering the services provided as an independent expert101
as determined by the Commissioner.102
(8) 'Insurance business transfer' means a transfer and novation in accordance with this103
article. An approved insurance business transfer transfers insurance obligations, risks,104
rights, or any combination thereof, of existing or in-force contracts of insurance or105
reinsurance from a transferring insurer to an assuming insurer. An approval order and106
an implementation order of an insurance business transfer plan will effect a transfer and107
novation of the transferred contracts of insurance or reinsurance with the result that the108
assuming insurer becomes directly liable to the policyholders of the transferring insurer109
and the transferring insurer's insurance obligations, risks, rights, or any combination110
thereof, under the contracts are extinguished.111
(9) 'Insurance business transfer plan' or 'plan' means the plan submitted to the department112
to accomplish the transfer and novation pursuant to an insurance business transfer,113
including any associated transfer of assets and rights from or on behalf of the transferring114
insurer to the assuming insurer.115
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(10) 'Insurer' means an insurance or surety company, including a reinsurance company,116
and includes a corporation, company, partnership, association, society, order, individual,117
or aggregation of individuals engaging in or proposing or attempting to engage in any118
kind of insurance or surety business, including the exchanging of reciprocal or119
interinsurance contracts between individuals, partnerships, and corporations.120
(11) 'Notice' means written notice, telephone notice, electronic notice, or substitute121
notice, as consented to in an agreement included in or related to the subject business, or122
as provided by rules and regulations promulgated by the Commissioner.123
(12) 'Petitioner' means an assuming insurer, transferring insurer, or reinsurer petitioning124
a court for an approval order and an implementation order of a plan pursuant to this125
article.126
(13) 'Policy' means a policy, contract or certificate of insurance or a contract of127
reinsurance pursuant to which an insurer agrees to assume an insurance obligation or risk,128
or both, of a policyholder or to make payments on behalf of, or to, such policyholder or129
its beneficiaries, and shall include property, casualty, life, health, and any other line of130
insurance the Commissioner deems appropriate for an insurance business transfer.131
(14) 'Policyholder' means an insured or a reinsured under a policy that is part of the132
subject business.133
(15) 'State insurance guaranty association' means the Georgia Insurers Insolvency Pool,134
created by Chapter 36 of this title, the Georgia Life and Health Insurance Guaranty135
Association, created by Chapter 38 of this title, or any similar organization in another136
state.137
(16) 'Subject business' means the policy or policies designated for transfer and novation138
pursuant to a corresponding insurance business transfer plan.139
(17) 'Transfer and novation' means the transfer of insurance obligations, risks, rights, or140
any combination thereof, of existing or in-force policies from a transferring insurer to an141
assuming insurer, with the result that the assuming insurer becomes directly liable to the142
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policyholders of the transferring insurer on the transferred policies and the transferring143
insurer's insurance obligations, risks, rights, or any combination thereof, under the144
transferred policies are extinguished.145
(18) 'Transferring insurer' means an insurer or reinsurer that seeks to or has146
accomplished a transfer and novation of insurance obligations, risks, rights, or any147
combination thereof, under one or more policies to an assuming insurer pursuant to an148
insurance business transfer plan and the provisions of this article.149
33-52-13.150
Notwithstanding any other provision of law, the court may issue any order, process, or151
judgment it deems necessary or appropriate to carry out the provisions of this article. No152
provision of this article shall be construed to preclude the court from, on its own motion,153
taking any action or making any determination necessary or appropriate to enforce or154
implement court orders or rules, or to prevent an abuse of power.155
33-52-14.156
(a) When notice is required under this article and except as otherwise permitted or directed157
by the court or the Commissioner, such notice shall be transmitted within 45 days of the158
event triggering such requirement:159
(1) To the chief insurance regulatory official in each jurisdiction in which the160
transferring insurer:161
(A) Holds or has ever held a certificate of authority; and162
(B) In which policies that are part of the subject business were issued or policyholders163
currently reside;164
(2) To the National Conference of Insurance Guaranty Funds, the National Organization165
of Life and Health Insurance Guaranty Associations, and all state insurance guaranty166
associations for the states in which the transferring insurer:167
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(A) Holds or has ever held a certificate of authority; and168
(B) In which policies that are part of the subject business were issued or policyholders169
currently reside;170
(3) To reinsurers of the transferring insurer pursuant to the notice provisions of the171
reinsurance agreements applicable to the policies that are part of the subject business, or172
where an agreement has no provision for notice, by internationally recognized delivery173
service;174
(4) To all policyholders holding policies that are part of the subject business at their last175
known address as indicated by the records of the transferring insurer or to the address to176
which premium notices or other policy documents are sent. Notice shall also be sent to177
the transferring insurer's agents or brokers of record on the subject business; and178
(5) By publication in a newspaper or other publication of general circulation in the state179
in which the transferring insurer has its principal place of business and in such other180
publications that the Commissioner requires.181
(b) When notice is given in accordance with this Code section, any information or orders182
under this article shall be conclusive with respect to all intended recipients of the notice,183
whether or not the intended recipients receive actual notice.184
(c) When notice is required by an applicant or petitioner but a receiver of the insurer has185
been appointed pursuant to the laws of the insurer's home jurisdiction, the receiver shall186
provide the required notice.187
33-52-15.188
(a) Application to the Commissioner for approval of an insurance business transfer189
plan.190
(1) An insurance business transfer plan shall be filed by the applicant with the191
Commissioner for review and approval. The plan shall contain the information set forth192
below or an explanation as to why such information is not included. The plan may be193
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supplemented or revised with additional, updated, or other information when deemed194
necessary by the Commissioner and as it becomes available:195
(A) The name, address, and telephone number of the transferring insurer and the196
assuming insurer and their respective direct and indirect controlling persons, if any;197
(B) A summary of the insurance business transfer plan;198
(C) Identification and description of the subject business;199
(D) The most recent audited financial statements and annual and quarterly reports of200
the transferring insurer and assuming insurer filed with their respective domiciliary201
regulator;202
(E) The most recent actuarial report and actuarial opinion that quantify the liabilities203
associated with the subject business;204
(F) Pro-forma financial statements showing the projected statutory balance sheet,205
results of operations, and cash flows of the assuming insurer for the three years206
following the proposed transfer and novation;207
(G) Officers' certificates of the transferring insurer and the assuming insurer attesting208
that each has obtained all required internal approvals and authorizations regarding the209
insurance business transfer plan and completed all necessary and appropriate actions210
relating thereto;211
(H) Proposal for plan implementation and administration;212
(I) Form of notice to be provided under the plan to any policyholder whose policy is213
part of the subject business, including a full description as to how such notice shall be214
provided and whether certificates of assumption shall be issued to policyholders;215
(J) Description of any reinsurance arrangements that will pass to the assuming insurer216
under the insurance business transfer plan;217
(K) Description of any guarantees or additional reinsurance that will cover the subject218
business following the transfer and novation;219
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(L) A statement describing the assuming insurer's proposed investment policies and220
any contemplated third-party claims management and administration arrangements;221
(M) A statement of whether any policyholder or group of policyholders shall lose or222
gain coverage of a state insurance guaranty association and a description of how the223
transferring and assuming insurers shall be licensed for the purpose of state insurance224
guaranty association coverage;225
(N) Evidence of approval or nonobjection of the transfer from the chief insurance226
regulatory official of the jurisdiction of the transferring insurer's domicile; and227
(O) An opinion report from an independent expert. Such report shall provide the228
following:229
(i) A statement of the independent expert's professional qualifications and experience230
that qualify him or her as an expert suitable for the engagement;231
(ii) The scope of the report;232
(iii) A summary of the terms of the insurance business transfer plan relevant to the233
report;234
(iv) A list of and summaries for documents, reports, and other material information235
the independent expert has considered in preparing the report and whether any236
information requested was not provided;237
(v) The extent to which the independent expert has relied on information and238
judgment provided by others;239
(vi) The persons upon whom the independent expert has relied and why such reliance240
is reasonable;241
(vii) The independent expert's opinion of the likely effects of the insurance business242
transfer plan on policyholders, reinsurers, and claimants, distinguishing between:243
(I) Transferring policyholders, reinsurers, and claimants;244
(II) Policyholders, reinsurers, and claimants of the transferring insurer whose245
policies will not be transferred; and246
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(III) Policyholders, reinsurers, and claimants of the assuming insurer;247
(viii) For each opinion that the independent expert expresses in the report, the facts248
and circumstances supporting such opinion; and249
(ix) Consideration as to whether the security position of any policyholder or group250
of policyholders affected by the insurance business transfer are materially adversely251
affected by the transfer, including, but not limited to, coverage by a state insurance252
guaranty association.253
(2) The independent expert's opinion report as required by subparagraph (a)(1)(O) of this254
Code section shall include, but shall not be limited to, a review of the following:255
(A) Analysis of the transferring insurer's actuarial review of reserves for the subject256
business to determine the reserve adequacy;257
(B) Analysis of the financial condition of the transferring insurer and of the assuming258
insurer and the effect the insurance business transfer shall have on the financial259
condition of each insurance company;260
(C) The plans or proposals the assuming insurer has with respect to the administration261
of the subject business;262
(D) Whether the proposed transfer will likely have a material adverse effect on the263
policyholders, reinsurers, or claimants of the transferring insurer and the assuming264
insurer;265
(E) Analysis of the assuming insurer's corporate governance structure to ensure proper266
board and management oversight and expertise to manage the subject business; and267
(F) Any other information the Commissioner deems necessary to review the insurance268
business transfer plan.269
(3) The Commissioner shall have 60 business days from the date of receipt of a complete270
insurance business transfer plan to review such plan to determine if the applicant is271
authorized to submit such plan to the court. The Commissioner may extend such review272
period for an additional 30 business days.273
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(4) The Commissioner shall authorize the submission of the plan to the court unless he274
or she finds that the insurance business transfer will likely have a material adverse effect275
on the interests of policyholders, reinsurers, or claimants that are part of the subject276
business.277
(5) When the Commissioner determines that the insurance business transfer will likely278
have a material adverse effect on the interests of policyholders, reinsurers, or claimants279
that are part of the subject business, the Commissioner shall notify the applicant and280
specify any modifications, supplements, or amendments, and any additional information281
or documentation with respect to the plan that shall be provided to the Commissioner282
before he or she will authorize the filing of such insurance business transfer plan with the283
court.284
(6) The applicant shall have 30 days from the date the Commissioner notifies him or her,285
as provided in paragraph (5) of this subsection, to file an amended plan providing the286
modifications, supplements, or amendments, and additional information or287
documentation as requested by the Commissioner. If necessary, the applicant may288
request in writing an extension of up to 30 days. If the applicant does not make an289
amended filing within the time period provided for in this paragraph, including any290
extension of time granted by the Commissioner, the plan filing shall terminate and a291
subsequent filing by the applicant shall be considered a new filing which shall require292
compliance with all provisions of this article as if the prior filing had never been made.293
(7) The Commissioner's review period provided for in paragraph (3) of this subsection294
shall recommence upon receipt of the amended plan providing the modification,295
supplement, amendment, and the additional information or documentation requested in296
paragraph (5) of this subsection.297
(8) When the Commissioner authorizes the applicant to proceed with filing a petition298
with the court seeking approval and implementation of the plan, the Commissioner shall299
confirm such determination in writing to the applicant.300
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(b) Petition to the court for approval of the insurance business transfer plan and an301
implementation order.302
(1) Within 30 days of the Commissioner's order determining an insurance business303
transfer plan satisfies the requirements of this article, the assuming insurer, transferring304
insurer, or reinsurer may file a petition with the court seeking an approval order and an305
implementation order of such plan. Upon written request by the applicant to the306
Commissioner, the period for filing a petition with the court may be extended for an307
additional 30 days.308
(2) The petition provided for in paragraph (1) of this subsection shall include:309
(A) The relief sought;310
(B) Information, arguments, and authorities supporting the requested relief, including311
information and analysis in support of the court's finding that the plan will not likely312
have a material adverse effect to any policyholder, reinsurer, or claimant;313
(C) The insurance business transfer plan;314
(D) A preliminary list of witnesses and exhibits that the petitioner reasonably intends315
to present to the court; and316
(E) A request for the court to enter judgment in favor of the petitioner and that such317
judgment shall include findings of fact, conclusions of law, an approval order, an318
implementation order, and the court's retention of jurisdiction to allow the parties to319
request any orders regarding incidental, consequential, and supplementary matters320
necessary to assure the full and effective implementation of such plan.321
(3) The Commissioner shall be a party to the proceeding before the court concerning the322
petition and shall be served with copies of all filings. The Commissioner's position in the323
proceeding shall not be limited by his or her initial review of the plan.324
(4) Within 30 days after the filing of the petition provided for in paragraph (1) of this325
subsection, the petitioner shall file a request for a preliminary scheduling order, which326
shall include a date and time for a status conference. The status conference shall occur327
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no fewer than 14 days after the conclusion of the 60 day comment period provided in328
paragraph (7) of this subsection.329
(5) Within 45 days after the court enters the preliminary scheduling order, the petitioner330
shall cause the transmission and publication of a notice of the matter before the court in331
accordance with the notice provisions of Code Section 33-52-14.332
(6) The notice provided for in paragraph (5) of this subsection shall include:333
(A) The date and time of the status conference;334
(B) The name, address and telephone number of the assuming insurer, transferring335
insurer, and Commissioner;336
(C) A statement regarding whether any policyholder or group of policyholders may or337
shall lose or gain coverage by a state insurance guaranty association as a result of the338
transfer and the implication of losing or gaining such coverage;339
(D) Procedures and deadlines for policyholders, claimants, and third parties to submit340
comments, objections, or requests to be heard at the trial regarding the plan;341
(E) The procedure for a policyholder that is unable to access or acquire an electronic342
copy of the plan and associated information to request the petitioner to provide one free343
hard copy to a policyholder;344
(F) A summary of the order entered by the Commissioner, including the effect the plan345
shall have on policyholders, if any;346
(G) The name and location of the court in which the petition is filed;347
(H) The case number, parties, and other identifying information of the matter in the348
petition;349
(I) The relief sought in the petition;350
(J) The procedure to access an electronic copy of the insurance business transfer plan351
and associated information, if any;352
(K) Further notice of filings, schedules, orders, and other information, as provided in353
paragraph (9) of this subsection; and354
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(L) If the plan is approved by the court, the court shall enter a judgment consistent with355
paragraph (3) of subsection (c) of this Code section.356
(7) The last date of the transmission and publication of the notice shall be followed by357
a comment period of no fewer than 60 days.358
(8) Any person, including by their legal representative, that provides written notice359
within the 60 day comment period provided for in paragraph (7) of this subsection and360
that asserts to be materially adversely affected by the approval and implementation of a361
plan may present comment or evidence to the court at the trial; provided, however, that362
such comment or evidence shall not confer standing as a party on any person. Any363
person participating in the pretrial proceeding or the trial of the petitioner's request for364
an order of approval and an implementation order of the plan shall follow the process365
established by the court and shall bear their own costs and attorney's fees.366
(9) Only parties to this matter and those persons and other third parties that file a request367
to provide comment or evidence as provided for in paragraph (8) of this subsection shall368
receive further notice and copies of filings with the court.369
(10) Within 45 days of the status conference required as provided for in paragraph (4)370
of this subsection, the petitioner shall file a motion for a scheduling order and to enter this371
matter on the court's trial docket.372
(c) Approval order by the court of an insurance business transfer plan and373
implementation order.374
(1) Pursuant to the court's scheduling order or other orders by the court, the petitioner375
shall present the insurance business transfer plan, evidence, and arguments to the court376
for approval and implementation of the plan.377
(2) At any time before the court issues a judgment, the petitioner may withdraw the378
petition without prejudice to refiling.379
(3) When the court finds that the approval and implementation of the insurance business380
transfer plan will not materially adversely affect the interests of policyholders or381
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claimants to policies that are part of the subject business, the court shall enter judgment382
in favor of the petitioner and an implementation order. Such judgment and order shall383
include and provide for:384
(A) Findings of fact;385
(B) Conclusions of law;386
(C) The approval order and the implementation order, including:387
(i) The simultaneous transfer and novation from the transferring insurer to the388
assuming insurer of the subject business with respect to all policyholders, reinsurers,389
and claimants and their respective policies and reinsurance agreements under the390
subject business;391
(ii) The simultaneous transfer and novation from the transferring insurer and the392
assuming insurer of all insurance obligations, risks, rights, or any combination393
thereof, including, but not limited to, the ceded reinsurance of transferred policies and394
contracts included in the subject business, notwithstanding any non-assignment395
provisions in any such reinsurance contracts or other agreements;396
(iii) Documentation that the assuming insurer shall have all of transferring insurer's397
obligations, risks, rights, or any combination thereof, regarding the subject business398
as if it were the original insurer of such policies, including the same standing as the399
transferring insurer pursuant to contract, statute, and interpretation, relating back to400
the issuance of such policies; and401
(iv) Documentation that the policyholders' and claimants' obligations, risks, rights,402
or any combination thereof, if any, under their respective policies which are part of403
the subject business shall not be enlarged, extended, limited, or reduced; provided,404
however, that the policyholders and claimants may not pursue or be pursued by the405
transferring insurer to satisfy their respective obligations, risks, rights, or any406
combination thereof, but rather, the policyholders and claimants may pursue or be407
pursued by the assuming insurer;408
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(D) Notice of such judgment, including the resulting transfer and novation, shall be409
provided by the petitioner in accordance with the notice requirements as provided in410
Code Section 33-52-14;411
(E) Other orders and provisions with respect to incidental, consequential, and412
supplementary matters as are necessary to assure full and effective implementation of413
the insurance business transfer plan; and414
(F) The retention of jurisdiction of the matter so as to allow the parties to request such415
additional orders regarding incidental, consequential, and supplemental matters416
necessary to assure the full and effective implementation of the plan.417
(4) When the court finds that the insurance business transfer plan should not be418
approved, the court by its order may:419
(A) Deny the petition; or420
(B) Provide the petitioner leave to file an amended petition, including an amended421
insurance business transfer plan.422
(5) Nothing in this Code section in any way affects the right of appeal of any party.423
(d) An unexpired and in-force policy issued to a policyholder that resides in a state other424
than this state shall not be transferred and novated unless or until the assuming insurer is425
licensed, authorized, permitted, or otherwise legally allowed to administer the subject426
business in the same manner as the transferring insurer in the state of such policyholder's427
residence.428
(e) The court may approve the requested transfer and novation of the subject business,429
with effectiveness of all or part of the implementation deferred until the assuming insurer430
is able to satisfy the requirements pursuant to subsection (d) of this Code section.431
(f) The Commissioner shall promulgate rules and regulations to effectuate the provisions432
of this article. No insurance business transfer plan shall be approved in this state unless433
and until such rules and regulations are promulgated. Such rules and regulations may434
address, but shall not be limited to, the following issues:435
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(1) State insurance guaranty association coverage;436
(2) The financial implications of the transaction, including solvency, capital adequacy,437
cash flow, reserves, asset quality, and risk-based capital;438
(3) An analysis of the assuming insurer’s corporate governance structure to ensure439
proper board management oversight and expertise to manage the subject business;440
(4) The competency, experience, and integrity of the persons who would control the441
operations of an involved insurer; and442
(5) Ensuring the transaction is not being made for improper purposes, including fraud.443
(g) All testimony, documents, exhibits, analysis, communications, or other information or444
evidence submitted to the Commissioner or independent expert in contemplation of an445
application, submitted to the court in support of a petition, or developed by the446
Commissioner or independent expert in connection with such application or petition for an447
approval order and an implementation order of a plan, shall be treated for purposes of448
confidentiality as an examination of the financial condition or market conduct of the449
transacting companies as provided in Code Section 33-2-14.450
33-52-16.451
Insurers subject to this article consent to the jurisdiction of the Commissioner with regard452
to ongoing oversight of operations, management, and solvency relating to the transferred453
business, including the authority of the Commissioner to conduct financial analysis and454
examinations.455
33-52-17.456
(a) At the time of filing its application with the Commissioner for review and approval of457
an insurance business transfer plan, an applicant shall pay a nonrefundable fee to the458
department in the amount of $10,000.00.459
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(b) In the Commissioner's discretion, in connection with the department's participation in460
the proceedings undertaken pursuant to this article, an applicant shall reimburse the461
department for any compensation and benefits paid to the personnel of the department for462
time spent engaged in the proceedings, including, but not limited to, examiners, actuaries,463
attorneys, managers, and paraprofessionals.464
(c) The Commissioner may retain independent authorized consultants, including attorneys,465
appraisers, actuaries, certified public accountants, or other professionals and specialists to466
assist department personnel in connection with the review required by this article, the cost467
of which shall be borne by the applicant.468
(d) The applicant shall pay the expenses of the department and its authorized consultants469
incurred in fulfilling their obligations under this article, including the actual expenses of470
the department or the expenses and compensation of any consultants retained by the471
department.472
(e) The transferring insurer and the assuming insurer shall jointly be obligated to pay any473
compensation, costs, and expenses of the independent expert and any consultants retained474
by the independent expert and approved by the department incurred in fulfilling the475
obligations of the independent expert under this article. Nothing in this article shall be476
construed to create any duty for the independent expert to any party other than the477
department or the court.478
(f) Failure to pay any of the requisite fees or reimbursements within 30 days of demand479
shall be grounds for the Commissioner to request that the court dismiss the petition for480
approval of the insurance business transfer plan prior to the filing of an implementation481
order by the court, or, if after the filing of an implementation order, the Commissioner may482
suspend or revoke the assuming insurer's certificate of authority to transact insurance483
business in this state."484
H. B. 1049
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SECTION 5.
485
This Act shall become effective upon its approval by the Governor or upon its becoming law486
without such approval.487
SECTION 6.488
All laws and parts of laws in conflict with this Act are repealed.489
H. B. 1049
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