Georgia 2023-2024 Regular Session

Georgia House Bill HB1049 Compare Versions

Version 1 (Old)

Version 2 (New)

Old	New		Differences
1		-	24 HB 1049/AP
2		-	House Bill 1049 (AS PASSED HOUSE AND SENATE)
3		-	By: Representatives Williamson of the 112
4		-	th
5		-	, Lumsden of the 12
6		-	th
7		-	, Taylor of the 173
8		-	rd
9		-	, and
10		-	Werkheiser of the 157
11		-	th
12		-
	1	+	24 LC 52 0544S
	2	+	The Senate Committee on Insurance and Labor offered the following
	3	+	substitute to HB 1049:
13	4		A BILL TO BE ENTITLED
14	5		AN ACT
15		-	To amend Chapters 36 and 52 of Title 33 of the Official Code of Georgia Annotated, relating
16		-	1
	6	+	To amend Chapters 36 and 52 of Title 33 of the Official Code of Georgia Annotated, relating1
17	7		to the Georgia Insurers Solvency Pool and assumption reinsurance agreements, respectively,2
18	8		so as to enact the "Insurance Business Transfer Act"; to provide for definitions; to provide3
19	9		for a short title; to provide for legislative intent; to provide for court authority; to provide for4
20	10		notice requirements; to provide for an application procedure; to provide for court review of5
21	11		a petition; to provide for ongoing jurisdiction by the court; to provide for court approval; to6
22	12		provide for appeal; to provide for confidentiality; to provide for ongoing oversight by the7
23	13		Commissioner; to provide for certain fees and costs to be borne by the applicant; to provide8
24	14		for compensation, costs, and expenses of the independent expert and any consultants to be9
25	15		borne jointly by the transferring insurer and assuming insurer; to provide for dismissal of10
26	16		petition; to provide for suspension or revocation of certificate; to provide for construction;11
27	17		to make conforming changes; to provide for related matters; to provide for an effective date;12
28	18		to repeal conflicting laws; and for other purposes.13
29	19		BE IT ENACTED BY THE GENERAL ASSEMBLY OF GEORGIA:14
30		-	H. B. 1049
31		-	- 1 - 24 HB 1049/AP
32		-	SECTION 1.
33		-	15
	20	+	- 1 - 24 LC 52 0544S
	21	+	SECTION 1.15
34	22		Chapter 36 of Title 33 of the Official Code of Georgia Annotated, relating to the Georgia16
35	23		Insurers Insolvency Pool, is amended in paragraph (4) of Code Section 33-36-3, relating to17
36	24		definitions, by adding new subparagraphs to read as follows:18
37		-	"(O) Notwithstanding any other provision of this chapter, an insurance policy issued
38		-	19
	25	+	"(O) Notwithstanding any other provision of this chapter, an insurance policy issued19
39	26		by a member insurer and later allocated, transferred, or assumed by, or otherwise made20
40	27		the sole responsibility of another insurer, pursuant to any provision of law of this state21
41	28		providing for the division of an insurance company or the statutory assumption or22
42	29		transfer of designated policies and under which there is no remaining obligation to the23
43	30		transferring entity, shall be considered to have been issued by a member insurer which24
44	31		is an insolvent insurer for the purposes of this chapter in the event that the insurer to25
45	32		which the policy has been allocated, transferred, assumed by, or otherwise made the26
46	33		sole responsibility of is placed in liquidation.27
47	34		(P) An insurance policy that was issued by a nonmember insurer and later allocated,28
48	35		transferred, assumed by, or otherwise made the sole responsibility of a member insurer29
49	36		under any provision of law of this state described in subparagraph (O) of this paragraph30
50	37		shall not be considered to have been issued by a member insurer for the purposes of this31
51	38		chapter."32
52	39		SECTION 2.33
53	40		Chapter 52 of Title 33 of the Official Code of Georgia Annotated, relating to assumption34
54	41		reinsurance agreements, is amended by designating Code Sections 33-52-1 through 33-52-635
55	42		as Article 1.36
56	43		SECTION 3.37
57	44		Said chapter is further amended by replacing "chapter" with "article" wherever the former38
58	45		term occurs in:39
59		-	H. B. 1049
60		-	- 2 - 24 HB 1049/AP
61		-	(1) Code Section 33-52-1, relating to applicability of chapter;
62		-	40
	46	+	- 2 - 24 LC 52 0544S
	47	+	(1) Code Section 33-52-1, relating to applicability of chapter;40
63	48		(2) Code Section 33-52-2, relating to definitions; and41
64	49		(3) Code Section 33-52-4, relating to rejection of transaction by policyholders, receipt of42
65	50		notice, and transfers involving companies deemed to be in hazardous condition.43
66	51		SECTION 4.44
67	52		Said chapter is further amended by enacting a new article to read as follows:45
68		-	"ARTICLE 2
69		-	46
	53	+	"ARTICLE 246
70	54		33-52-10.47
71	55		This Act shall be known and may be cited as the 'Insurance Business Transfer Act.'48
72	56		33-52-11.49
73	57		This article is adopted to provide options to address the limitations in the current methods50
74	58		available to insurers to transfer or assume blocks of insurance business in an efficient and51
75	59		cost-effective manner that: provides needed legal finality for such transfers in order to52
76	60		provide for improved operational and capital efficiency for insurance companies;53
77	61		stimulates the economy by attracting segments of the insurance industry to this state; makes54
78	62		this state an attractive home jurisdiction for insurance companies; encourages economic55
79	63		growth and increased investment in the financial services sector; and increases the56
80	64		availability of quality insurance industry jobs in this state. These purposes are57
81	65		accomplished by providing a basis and procedures for the transfer and novation of policies58
82	66		from a transferring insurer to an assuming insurer by way of an insurance business transfer59
83	67		plan without the affirmative consent of policyholders or reinsureds. The novation is60
84	68		effected by court order. This article establishes the requirements for notice and disclosure61
85	69		and standards and procedures for the approval of the transfer and novation by the62
86		-	H. B. 1049
87		-	- 3 - 24 HB 1049/AP
	70	+	- 3 - 24 LC 52 0544S
88	71		Commissioner and the Superior Court of Fulton County pursuant to an insurance business63
89	72		transfer plan. This article shall not limit or restrict other means of effecting a transfer or64
90	73		novation.65
91	74		33-52-12.66
92	75		As used in this article, the term:67
93	76		(1) 'Affiliate' means a person that directly, or indirectly through one or more68
94	77		intermediaries, controls, is controlled by, or is under common control with the person69
95	78		specified.70
96	79		(2) 'Applicant' means an assuming insurer, transferring insurer, or reinsurer applying to71
97	80		the Commissioner for the approval of an insurance business transfer plan as provided for72
98	81		in Code Section 33-52-15.73
99	82		(3) 'Approval order' means an order issued by the court approving an insurance business74
100	83		transfer plan as provided for in Code Section 33-52-15.75
101	84		(4) 'Assuming insurer' means an insurer domiciled in this state that assumes or seeks to76
102	85		assume policies from a transferring insurer pursuant to this article. An assuming insurer77
103	86		may be a company established pursuant to Chapter 41 of this title.78
104	87		(5) 'Court' means the Superior Court of Fulton County.79
105	88		(6) 'Implementation order' means an order issued by the court implementing an insurance80
106	89		business transfer plan as provided for in Code Section 33-52-15.81
107	90		(7) 'Independent expert' means an impartial individual who assists the Commissioner and82
108	91		the court in connection with their review of a proposed transfer and novation of insurance83
109	92		business. The Commissioner shall select such expert from a list of at least two nominees84
110	93		submitted jointly by the transferring insurer and the assuming insurer; provided, however,85
111	94		that, if the Commissioner, in his or her sole discretion, rejects such nominees, the86
112	95		Commissioner may appoint another person to serve as an independent expert. An87
113	96		independent expert or nominee shall:88
114		-	H. B. 1049
115		-	- 4 - 24 HB 1049/AP
	97	+	- 4 - 24 LC 52 0544S
116	98		(A) Hold no financial interest in either the assuming insurer or transferring insurer or89
117	99		any of their respective affiliates;90
118	100		(B) Not have been employed by or acted as an officer, director, consultant, or other91
119	101		independent contractor for either the assuming insurer or transferring insurer within the92
120	102		previous twelve months;93
121	103		(C) Not be simultaneously appointed by the Commissioner to assist in any capacity in94
122	104		any insurer rehabilitation or delinquency proceeding;95
123	105		(D) Not receive or be promised compensation in connection with the insurance96
124	106		business transfer for which he or she is selected to serve as an independent expert;97
125	107		provided, however, that a fee may be approved by the Commissioner that is not98
126	108		contingent upon the approval, implementation, or consummation of an insurance99
127	109		business transfer plan; and100
128	110		(E) Provide proof of insurance covering the services provided as an independent expert101
129	111		as determined by the Commissioner.102
130	112		(8) 'Insurance business transfer' means a transfer and novation in accordance with this103
131	113		article. An approved insurance business transfer transfers insurance obligations, risks,104
132	114		rights, or any combination thereof, of existing or in-force contracts of insurance or105
133	115		reinsurance from a transferring insurer to an assuming insurer. An approval order and106
134	116		an implementation order of an insurance business transfer plan will effect a transfer and107
135	117		novation of the transferred contracts of insurance or reinsurance with the result that the108
136	118		assuming insurer becomes directly liable to the policyholders of the transferring insurer109
137	119		and the transferring insurer's insurance obligations, risks, rights, or any combination110
138	120		thereof, under the contracts are extinguished.111
139	121		(9) 'Insurance business transfer plan' or 'plan' means the plan submitted to the department112
140	122		to accomplish the transfer and novation pursuant to an insurance business transfer,113
141	123		including any associated transfer of assets and rights from or on behalf of the transferring114
142	124		insurer to the assuming insurer.115
143		-	H. B. 1049
144		-	- 5 - 24 HB 1049/AP
	125	+	- 5 - 24 LC 52 0544S
145	126		(10) 'Insurer' means an insurance or surety company, including a reinsurance company,116
146	127		and includes a corporation, company, partnership, association, society, order, individual,117
147	128		or aggregation of individuals engaging in or proposing or attempting to engage in any118
148	129		kind of insurance or surety business, including the exchanging of reciprocal or119
149	130		interinsurance contracts between individuals, partnerships, and corporations.120
150	131		(11) 'Notice' means written notice, telephone notice, electronic notice, or substitute121
151	132		notice, as consented to in an agreement included in or related to the subject business, or122
152	133		as provided by rules and regulations promulgated by the Commissioner.123
153	134		(12) 'Petitioner' means an assuming insurer, transferring insurer, or reinsurer petitioning124
154	135		a court for an approval order and an implementation order of a plan pursuant to this125
155	136		article.126
156	137		(13) 'Policy' means a policy, contract or certificate of insurance or a contract of127
157	138		reinsurance pursuant to which an insurer agrees to assume an insurance obligation or risk,128
158	139		or both, of a policyholder or to make payments on behalf of, or to, such policyholder or129
159	140		its beneficiaries, and shall include property, casualty, life, health, and any other line of130
160	141		insurance the Commissioner deems appropriate for an insurance business transfer.131
161	142		(14) 'Policyholder' means an insured or a reinsured under a policy that is part of the132
162	143		subject business.133
163	144		(15) 'State insurance guaranty association' means the Georgia Insurers Insolvency Pool,134
164	145		created by Chapter 36 of this title, the Georgia Life and Health Insurance Guaranty135
165	146		Association, created by Chapter 38 of this title, or any similar organization in another136
166	147		state.137
167	148		(16) 'Subject business' means the policy or policies designated for transfer and novation138
168	149		pursuant to a corresponding insurance business transfer plan.139
169	150		(17) 'Transfer and novation' means the transfer of insurance obligations, risks, rights, or140
170	151		any combination thereof, of existing or in-force policies from a transferring insurer to an141
171	152		assuming insurer, with the result that the assuming insurer becomes directly liable to the142
172		-	H. B. 1049
173		-	- 6 - 24 HB 1049/AP
	153	+	- 6 - 24 LC 52 0544S
174	154		policyholders of the transferring insurer on the transferred policies and the transferring143
175	155		insurer's insurance obligations, risks, rights, or any combination thereof, under the144
176	156		transferred policies are extinguished.145
177	157		(18) 'Transferring insurer' means an insurer or reinsurer that seeks to or has146
178	158		accomplished a transfer and novation of insurance obligations, risks, rights, or any147
179	159		combination thereof, under one or more policies to an assuming insurer pursuant to an148
180	160		insurance business transfer plan and the provisions of this article.149
181	161		33-52-13.150
182	162		Notwithstanding any other provision of law, the court may issue any order, process, or151
183	163		judgment it deems necessary or appropriate to carry out the provisions of this article. No152
184	164		provision of this article shall be construed to preclude the court from, on its own motion,153
185	165		taking any action or making any determination necessary or appropriate to enforce or154
186	166		implement court orders or rules, or to prevent an abuse of power.155
187	167		33-52-14.156
188	168		(a) When notice is required under this article and except as otherwise permitted or directed157
189	169		by the court or the Commissioner, such notice shall be transmitted within 45 days of the158
190	170		event triggering such requirement:159
191	171		(1) To the chief insurance regulatory official in each jurisdiction in which the160
192	172		transferring insurer:161
193	173		(A) Holds or has ever held a certificate of authority; and162
194	174		(B) In which policies that are part of the subject business were issued or policyholders163
195	175		currently reside;164
196	176		(2) To the National Conference of Insurance Guaranty Funds, the National Organization165
197	177		of Life and Health Insurance Guaranty Associations, and all state insurance guaranty166
198	178		associations for the states in which the transferring insurer:167
199		-	H. B. 1049
200		-	- 7 - 24 HB 1049/AP
	179	+	- 7 - 24 LC 52 0544S
201	180		(A) Holds or has ever held a certificate of authority; and168
202	181		(B) In which policies that are part of the subject business were issued or policyholders169
203	182		currently reside;170
204	183		(3) To reinsurers of the transferring insurer pursuant to the notice provisions of the171
205	184		reinsurance agreements applicable to the policies that are part of the subject business, or172
206	185		where an agreement has no provision for notice, by internationally recognized delivery173
207	186		service;174
208	187		(4) To all policyholders holding policies that are part of the subject business at their last175
209	188		known address as indicated by the records of the transferring insurer or to the address to176
210	189		which premium notices or other policy documents are sent. Notice shall also be sent to177
211	190		the transferring insurer's agents or brokers of record on the subject business; and178
212	191		(5) By publication in a newspaper or other publication of general circulation in the state179
213	192		in which the transferring insurer has its principal place of business and in such other180
214	193		publications that the Commissioner requires.181
215	194		(b) When notice is given in accordance with this Code section, any information or orders182
216	195		under this article shall be conclusive with respect to all intended recipients of the notice,183
217	196		whether or not the intended recipients receive actual notice.184
218	197		(c) When notice is required by an applicant or petitioner but a receiver of the insurer has185
219	198		been appointed pursuant to the laws of the insurer's home jurisdiction, the receiver shall186
220	199		provide the required notice.187
221	200		33-52-15.188
222	201		(a) Application to the Commissioner for approval of an insurance business transfer189
223	202		plan.190
224	203		(1) An insurance business transfer plan shall be filed by the applicant with the191
225	204		Commissioner for review and approval. The plan shall contain the information set forth192
226	205		below or an explanation as to why such information is not included. The plan may be193
227		-	H. B. 1049
228		-	- 8 - 24 HB 1049/AP
	206	+	- 8 - 24 LC 52 0544S
229	207		supplemented or revised with additional, updated, or other information when deemed194
230	208		necessary by the Commissioner and as it becomes available:195
231	209		(A) The name, address, and telephone number of the transferring insurer and the196
232	210		assuming insurer and their respective direct and indirect controlling persons, if any;197
233	211		(B) A summary of the insurance business transfer plan;198
234	212		(C) Identification and description of the subject business;199
235	213		(D) The most recent audited financial statements and annual and quarterly reports of200
236	214		the transferring insurer and assuming insurer filed with their respective domiciliary201
237	215		regulator;202
238	216		(E) The most recent actuarial report and actuarial opinion that quantify the liabilities203
239	217		associated with the subject business;204
240	218		(F) Pro-forma financial statements showing the projected statutory balance sheet,205
241	219		results of operations, and cash flows of the assuming insurer for the three years206
242	220		following the proposed transfer and novation;207
243	221		(G) Officers' certificates of the transferring insurer and the assuming insurer attesting208
244	222		that each has obtained all required internal approvals and authorizations regarding the209
245	223		insurance business transfer plan and completed all necessary and appropriate actions210
246	224		relating thereto;211
247	225		(H) Proposal for plan implementation and administration;212
248	226		(I) Form of notice to be provided under the plan to any policyholder whose policy is213
249	227		part of the subject business, including a full description as to how such notice shall be214
250	228		provided and whether certificates of assumption shall be issued to policyholders;215
251	229		(J) Description of any reinsurance arrangements that will pass to the assuming insurer216
252	230		under the insurance business transfer plan;217
253	231		(K) Description of any guarantees or additional reinsurance that will cover the subject218
254	232		business following the transfer and novation;219
255		-	H. B. 1049
256		-	- 9 - 24 HB 1049/AP
	233	+	- 9 - 24 LC 52 0544S
257	234		(L) A statement describing the assuming insurer's proposed investment policies and220
258	235		any contemplated third-party claims management and administration arrangements;221
259	236		(M) A statement of whether any policyholder or group of policyholders shall lose or222
260	237		gain coverage of a state insurance guaranty association and a description of how the223
261	238		transferring and assuming insurers shall be licensed for the purpose of state insurance224
262	239		guaranty association coverage;225
263	240		(N) Evidence of approval or nonobjection of the transfer from the chief insurance226
264	241		regulatory official of the jurisdiction of the transferring insurer's domicile; and227
265	242		(O) An opinion report from an independent expert. Such report shall provide the228
266	243		following:229
267	244		(i) A statement of the independent expert's professional qualifications and experience230
268	245		that qualify him or her as an expert suitable for the engagement;231
269	246		(ii) The scope of the report;232
270	247		(iii) A summary of the terms of the insurance business transfer plan relevant to the233
271	248		report;234
272	249		(iv) A list of and summaries for documents, reports, and other material information235
273	250		the independent expert has considered in preparing the report and whether any236
274	251		information requested was not provided;237
275	252		(v) The extent to which the independent expert has relied on information and238
276	253		judgment provided by others;239
277	254		(vi) The persons upon whom the independent expert has relied and why such reliance240
278	255		is reasonable;241
279	256		(vii) The independent expert's opinion of the likely effects of the insurance business242
280	257		transfer plan on policyholders, reinsurers, and claimants, distinguishing between:243
281	258		(I) Transferring policyholders, reinsurers, and claimants;244
282	259		(II) Policyholders, reinsurers, and claimants of the transferring insurer whose245
283	260		policies will not be transferred; and246
284		-	H. B. 1049
285		-	- 10 - 24 HB 1049/AP
	261	+	- 10 - 24 LC 52 0544S
286	262		(III) Policyholders, reinsurers, and claimants of the assuming insurer;247
287	263		(viii) For each opinion that the independent expert expresses in the report, the facts248
288	264		and circumstances supporting such opinion; and249
289	265		(ix) Consideration as to whether the security position of any policyholder or group250
290	266		of policyholders affected by the insurance business transfer are materially adversely251
291	267		affected by the transfer, including, but not limited to, coverage by a state insurance252
292	268		guaranty association.253
293	269		(2) The independent expert's opinion report as required by subparagraph (a)(1)(O) of this254
294	270		Code section shall include, but shall not be limited to, a review of the following:255
295	271		(A) Analysis of the transferring insurer's actuarial review of reserves for the subject256
296	272		business to determine the reserve adequacy;257
297	273		(B) Analysis of the financial condition of the transferring insurer and of the assuming258
298	274		insurer and the effect the insurance business transfer shall have on the financial259
299	275		condition of each insurance company;260
300	276		(C) The plans or proposals the assuming insurer has with respect to the administration261
301	277		of the subject business;262
302	278		(D) Whether the proposed transfer will likely have a material adverse effect on the263
303	279		policyholders, reinsurers, or claimants of the transferring insurer and the assuming264
304	280		insurer;265
305	281		(E) Analysis of the assuming insurer's corporate governance structure to ensure proper266
306	282		board and management oversight and expertise to manage the subject business; and267
307	283		(F) Any other information the Commissioner deems necessary to review the insurance268
308	284		business transfer plan.269
309	285		(3) The Commissioner shall have 60 business days from the date of receipt of a complete270
310	286		insurance business transfer plan to review such plan to determine if the applicant is271
311	287		authorized to submit such plan to the court. The Commissioner may extend such review272
312	288		period for an additional 30 business days.273
313		-	H. B. 1049
314		-	- 11 - 24 HB 1049/AP
	289	+	- 11 - 24 LC 52 0544S
315	290		(4) The Commissioner shall authorize the submission of the plan to the court unless he274
316	291		or she finds that the insurance business transfer will likely have a material adverse effect275
317	292		on the interests of policyholders, reinsurers, or claimants that are part of the subject276
318	293		business.277
319	294		(5) When the Commissioner determines that the insurance business transfer will likely278
320	295		have a material adverse effect on the interests of policyholders, reinsurers, or claimants279
321	296		that are part of the subject business, the Commissioner shall notify the applicant and280
322	297		specify any modifications, supplements, or amendments, and any additional information281
323	298		or documentation with respect to the plan that shall be provided to the Commissioner282
324	299		before he or she will authorize the filing of such insurance business transfer plan with the283
325	300		court.284
326	301		(6) The applicant shall have 30 days from the date the Commissioner notifies him or her,285
327	302		as provided in paragraph (5) of this subsection, to file an amended plan providing the286
328	303		modifications, supplements, or amendments, and additional information or287
329	304		documentation as requested by the Commissioner. If necessary, the applicant may288
330	305		request in writing an extension of up to 30 days. If the applicant does not make an289
331	306		amended filing within the time period provided for in this paragraph, including any290
332	307		extension of time granted by the Commissioner, the plan filing shall terminate and a291
333	308		subsequent filing by the applicant shall be considered a new filing which shall require292
334	309		compliance with all provisions of this article as if the prior filing had never been made.293
335	310		(7) The Commissioner's review period provided for in paragraph (3) of this subsection294
336	311		shall recommence upon receipt of the amended plan providing the modification,295
337	312		supplement, amendment, and the additional information or documentation requested in296
338	313		paragraph (5) of this subsection.297
339	314		(8) When the Commissioner authorizes the applicant to proceed with filing a petition298
340	315		with the court seeking approval and implementation of the plan, the Commissioner shall299
341	316		confirm such determination in writing to the applicant.300
342		-	H. B. 1049
343		-	- 12 - 24 HB 1049/AP
	317	+	- 12 - 24 LC 52 0544S
344	318		(b) Petition to the court for approval of the insurance business transfer plan and an301
345	319		implementation order.302
346	320		(1) Within 30 days of the Commissioner's order determining an insurance business303
347	321		transfer plan satisfies the requirements of this article, the assuming insurer, transferring304
348	322		insurer, or reinsurer may file a petition with the court seeking an approval order and an305
349	323		implementation order of such plan. Upon written request by the applicant to the306
350	324		Commissioner, the period for filing a petition with the court may be extended for an307
351	325		additional 30 days.308
352	326		(2) The petition provided for in paragraph (1) of this subsection shall include:309
353	327		(A) The relief sought;310
354	328		(B) Information, arguments, and authorities supporting the requested relief, including311
355	329		information and analysis in support of the court's finding that the plan will not likely312
356	330		have a material adverse effect to any policyholder, reinsurer, or claimant;313
357	331		(C) The insurance business transfer plan;314
358	332		(D) A preliminary list of witnesses and exhibits that the petitioner reasonably intends315
359	333		to present to the court; and316
360	334		(E) A request for the court to enter judgment in favor of the petitioner and that such317
361	335		judgment shall include findings of fact, conclusions of law, an approval order, an318
362	336		implementation order, and the court's retention of jurisdiction to allow the parties to319
363	337		request any orders regarding incidental, consequential, and supplementary matters320
364	338		necessary to assure the full and effective implementation of such plan.321
365	339		(3) The Commissioner shall be a party to the proceeding before the court concerning the322
366	340		petition and shall be served with copies of all filings. The Commissioner's position in the323
367	341		proceeding shall not be limited by his or her initial review of the plan.324
368	342		(4) Within 30 days after the filing of the petition provided for in paragraph (1) of this325
369	343		subsection, the petitioner shall file a request for a preliminary scheduling order, which326
370	344		shall include a date and time for a status conference. The status conference shall occur327
371		-	H. B. 1049
372		-	- 13 - 24 HB 1049/AP
	345	+	- 13 - 24 LC 52 0544S
373	346		no fewer than 14 days after the conclusion of the 60 day comment period provided in328
374	347		paragraph (7) of this subsection.329
375	348		(5) Within 45 days after the court enters the preliminary scheduling order, the petitioner330
376	349		shall cause the transmission and publication of a notice of the matter before the court in331
377	350		accordance with the notice provisions of Code Section 33-52-14.332
378	351		(6) The notice provided for in paragraph (5) of this subsection shall include:333
379	352		(A) The date and time of the status conference;334
380	353		(B) The name, address and telephone number of the assuming insurer, transferring335
381	354		insurer, and Commissioner;336
382	355		(C) A statement regarding whether any policyholder or group of policyholders may or337
383	356		shall lose or gain coverage by a state insurance guaranty association as a result of the338
384	357		transfer and the implication of losing or gaining such coverage;339
385	358		(D) Procedures and deadlines for policyholders, claimants, and third parties to submit340
386	359		comments, objections, or requests to be heard at the trial regarding the plan;341
387	360		(E) The procedure for a policyholder that is unable to access or acquire an electronic342
388	361		copy of the plan and associated information to request the petitioner to provide one free343
389	362		hard copy to a policyholder;344
390	363		(F) A summary of the order entered by the Commissioner, including the effect the plan345
391	364		shall have on policyholders, if any;346
392	365		(G) The name and location of the court in which the petition is filed;347
393	366		(H) The case number, parties, and other identifying information of the matter in the348
394	367		petition;349
395	368		(I) The relief sought in the petition;350
396	369		(J) The procedure to access an electronic copy of the insurance business transfer plan351
397	370		and associated information, if any;352
398	371		(K) Further notice of filings, schedules, orders, and other information, as provided in353
399	372		paragraph (9) of this subsection; and354
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402	374		(L) If the plan is approved by the court, the court shall enter a judgment consistent with355
403	375		paragraph (3) of subsection (c) of this Code section.356
404	376		(7) The last date of the transmission and publication of the notice shall be followed by357
405	377		a comment period of no fewer than 60 days.358
406	378		(8) Any person, including by their legal representative, that provides written notice359
407	379		within the 60 day comment period provided for in paragraph (7) of this subsection and360
408	380		that asserts to be materially adversely affected by the approval and implementation of a361
409	381		plan may present comment or evidence to the court at the trial; provided, however, that362
410	382		such comment or evidence shall not confer standing as a party on any person. Any363
411	383		person participating in the pretrial proceeding or the trial of the petitioner's request for364
412	384		an order of approval and an implementation order of the plan shall follow the process365
413	385		established by the court and shall bear their own costs and attorney's fees.366
414	386		(9) Only parties to this matter and those persons and other third parties that file a request367
415	387		to provide comment or evidence as provided for in paragraph (8) of this subsection shall368
416	388		receive further notice and copies of filings with the court.369
417	389		(10) Within 45 days of the status conference required as provided for in paragraph (4)370
418	390		of this subsection, the petitioner shall file a motion for a scheduling order and to enter this371
419	391		matter on the court's trial docket.372
420	392		(c) Approval order by the court of an insurance business transfer plan and373
421	393		implementation order.374
422	394		(1) Pursuant to the court's scheduling order or other orders by the court, the petitioner375
423	395		shall present the insurance business transfer plan, evidence, and arguments to the court376
424	396		for approval and implementation of the plan.377
425	397		(2) At any time before the court issues a judgment, the petitioner may withdraw the378
426	398		petition without prejudice to refiling.379
427	399		(3) When the court finds that the approval and implementation of the insurance business380
428	400		transfer plan will not materially adversely affect the interests of policyholders or381
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431	402		claimants to policies that are part of the subject business, the court shall enter judgment382
432	403		in favor of the petitioner and an implementation order. Such judgment and order shall383
433	404		include and provide for:384
434	405		(A) Findings of fact;385
435	406		(B) Conclusions of law;386
436	407		(C) The approval order and the implementation order, including:387
437	408		(i) The simultaneous transfer and novation from the transferring insurer to the388
438	409		assuming insurer of the subject business with respect to all policyholders, reinsurers,389
439	410		and claimants and their respective policies and reinsurance agreements under the390
440	411		subject business;391
441	412		(ii) The simultaneous transfer and novation from the transferring insurer and the392
442	413		assuming insurer of all insurance obligations, risks, rights, or any combination393
443	414		thereof, including, but not limited to, the ceded reinsurance of transferred policies and394
444	415		contracts included in the subject business, notwithstanding any non-assignment395
445	416		provisions in any such reinsurance contracts or other agreements;396
446	417		(iii) Documentation that the assuming insurer shall have all of transferring insurer's397
447	418		obligations, risks, rights, or any combination thereof, regarding the subject business398
448	419		as if it were the original insurer of such policies, including the same standing as the399
449	420		transferring insurer pursuant to contract, statute, and interpretation, relating back to400
450	421		the issuance of such policies; and401
451	422		(iv) Documentation that the policyholders' and claimants' obligations, risks, rights,402
452	423		or any combination thereof, if any, under their respective policies which are part of403
453	424		the subject business shall not be enlarged, extended, limited, or reduced; provided,404
454	425		however, that the policyholders and claimants may not pursue or be pursued by the405
455	426		transferring insurer to satisfy their respective obligations, risks, rights, or any406
456	427		combination thereof, but rather, the policyholders and claimants may pursue or be407
457	428		pursued by the assuming insurer;408
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460	430		(D) Notice of such judgment, including the resulting transfer and novation, shall be409
461	431		provided by the petitioner in accordance with the notice requirements as provided in410
462	432		Code Section 33-52-14;411
463	433		(E) Other orders and provisions with respect to incidental, consequential, and412
464	434		supplementary matters as are necessary to assure full and effective implementation of413
465	435		the insurance business transfer plan; and414
466	436		(F) The retention of jurisdiction of the matter so as to allow the parties to request such415
467	437		additional orders regarding incidental, consequential, and supplemental matters416
468	438		necessary to assure the full and effective implementation of the plan.417
469	439		(4) When the court finds that the insurance business transfer plan should not be418
470	440		approved, the court by its order may:419
471	441		(A) Deny the petition; or420
472	442		(B) Provide the petitioner leave to file an amended petition, including an amended421
473	443		insurance business transfer plan.422
474	444		(5) Nothing in this Code section in any way affects the right of appeal of any party.423
475	445		(d) An unexpired and in-force policy issued to a policyholder that resides in a state other424
476	446		than this state shall not be transferred and novated unless or until the assuming insurer is425
477	447		licensed, authorized, permitted, or otherwise legally allowed to administer the subject426
478	448		business in the same manner as the transferring insurer in the state of such policyholder's427
479	449		residence.428
480	450		(e) The court may approve the requested transfer and novation of the subject business,429
481	451		with effectiveness of all or part of the implementation deferred until the assuming insurer430
482	452		is able to satisfy the requirements pursuant to subsection (d) of this Code section.431
483	453		(f) The Commissioner shall promulgate rules and regulations to effectuate the provisions432
484	454		of this article. No insurance business transfer plan shall be approved in this state unless433
485	455		and until such rules and regulations are promulgated. Such rules and regulations may434
486	456		address, but shall not be limited to, the following issues:435
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489	458		(1) State insurance guaranty association coverage;436
490	459		(2) The financial implications of the transaction, including solvency, capital adequacy,437
491	460		cash flow, reserves, asset quality, and risk-based capital;438
492	461		(3) An analysis of the assuming insurer’s corporate governance structure to ensure439
493	462		proper board management oversight and expertise to manage the subject business;440
494	463		(4) The competency, experience, and integrity of the persons who would control the441
495	464		operations of an involved insurer; and442
496	465		(5) Ensuring the transaction is not being made for improper purposes, including fraud.443
497	466		(g) All testimony, documents, exhibits, analysis, communications, or other information or444
498	467		evidence submitted to the Commissioner or independent expert in contemplation of an445
499	468		application, submitted to the court in support of a petition, or developed by the446
500	469		Commissioner or independent expert in connection with such application or petition for an447
501	470		approval order and an implementation order of a plan, shall be treated for purposes of448
502	471		confidentiality as an examination of the financial condition or market conduct of the449
503	472		transacting companies as provided in Code Section 33-2-14.450
504	473		33-52-16.451
505	474		Insurers subject to this article consent to the jurisdiction of the Commissioner with regard452
506	475		to ongoing oversight of operations, management, and solvency relating to the transferred453
507	476		business, including the authority of the Commissioner to conduct financial analysis and454
508	477		examinations.455
509	478		33-52-17.456
510	479		(a) At the time of filing its application with the Commissioner for review and approval of457
511	480		an insurance business transfer plan, an applicant shall pay a nonrefundable fee to the458
512	481		department in the amount of $10,000.00.459
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515	483		(b) In the Commissioner's discretion, in connection with the department's participation in460
516	484		the proceedings undertaken pursuant to this article, an applicant shall reimburse the461
517	485		department for any compensation and benefits paid to the personnel of the department for462
518	486		time spent engaged in the proceedings, including, but not limited to, examiners, actuaries,463
519	487		attorneys, managers, and paraprofessionals.464
520	488		(c) The Commissioner may retain independent authorized consultants, including attorneys,465
521	489		appraisers, actuaries, certified public accountants, or other professionals and specialists to466
522	490		assist department personnel in connection with the review required by this article, the cost467
523	491		of which shall be borne by the applicant.468
524	492		(d) The applicant shall pay the expenses of the department and its authorized consultants469
525	493		incurred in fulfilling their obligations under this article, including the actual expenses of470
526	494		the department or the expenses and compensation of any consultants retained by the471
527	495		department.472
528	496		(e) The transferring insurer and the assuming insurer shall jointly be obligated to pay any473
529	497		compensation, costs, and expenses of the independent expert and any consultants retained474
530	498		by the independent expert and approved by the department incurred in fulfilling the475
531	499		obligations of the independent expert under this article. Nothing in this article shall be476
532	500		construed to create any duty for the independent expert to any party other than the477
533	501		department or the court.478
534	502		(f) Failure to pay any of the requisite fees or reimbursements within 30 days of demand479
535	503		shall be grounds for the Commissioner to request that the court dismiss the petition for480
536	504		approval of the insurance business transfer plan prior to the filing of an implementation481
537	505		order by the court, or, if after the filing of an implementation order, the Commissioner may482
538	506		suspend or revoke the assuming insurer's certificate of authority to transact insurance483
539	507		business in this state."484
540		-	H. B. 1049
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542		-	SECTION 5.
543		-	485
	508	+	- 19 - 24 LC 52 0544S
	509	+	SECTION 5.485
544	510		This Act shall become effective upon its approval by the Governor or upon its becoming law486
545	511		without such approval.487
546	512		SECTION 6.488
547	513		All laws and parts of laws in conflict with this Act are repealed.489
548		-	H. B. 1049
549	514		- 20 -