Texas 2025 - 89th Regular

Texas House Bill HB3999 Compare Versions

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1	1	89R1195 MEW-F
2	2	By: Cook H.B. No. 3999
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7	7	A BILL TO BE ENTITLED
8	8	AN ACT
9	9	relating to the transfer and statutory novation of insurance
10	10	policies from a transferring insurer to an assuming insurer through
11	11	an insurance business transfer plan; authorizing fees.
12	12	BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF TEXAS:
13	13	SECTION 1. Subtitle A, Title 6, Insurance Code, is amended
14	14	by adding Chapter 806 to read as follows:
15	15	CHAPTER 806. INSURANCE BUSINESS TRANSFERS
16	16	SUBCHAPTER A. GENERAL PROVISIONS
17	17	Sec. 806.001. DEFINITIONS. In this chapter:
18	18	(1) "Affiliate" means a person that directly or
19	19	indirectly through one or more intermediaries controls, is
20	20	controlled by, or is under common control with a specified person.
21	21	(2) "Applicant" means an assuming insurer, a
22	22	transferring insurer, or a reinsurer applying under Subchapter B.
23	23	(3) "Assuming insurer" means an insurer domiciled in
24	24	this state that assumes or seeks to assume policies from a
25	25	transferring insurer under this chapter. An assuming insurer may
26	26	be a captive insurance company established under Chapter 964.
27	27	(4) "Implementation order" means an order issued by
28	28	the court under Section 806.104.
29	29	(5) "Insurance business transfer" means a transfer and
30	30	novation by a transferring insurer to an assuming insurer made
31	31	under this chapter.
32	32	(6) "Insurance business transfer plan" means the plan
33	33	submitted to the department to accomplish an insurance business
34	34	transfer, including any associated transfer of assets and rights
35	35	from or on behalf of the transferring insurer to the assuming
36	36	insurer.
37	37	(7) "Insurer" means an insurance or surety company,
38	38	including a reinsurance company. The term includes a corporation,
39	39	company, partnership, association, society, order, individual, or
40	40	aggregation of individuals engaging in or proposing or attempting
41	41	to engage in any kind of insurance or surety business, including the
42	42	exchanging of reciprocal or interinsurance contracts between
43	43	individuals, partnerships, and corporations.
44	44	(8) "Policy" means a policy, annuity contract,
45	45	certificate of insurance, or a contract of reinsurance under which
46	46	the insurer agrees to assume an obligation, risk, or both of the
47	47	policyholder or to make payments on behalf of, or to, the
48	48	policyholder or the policyholder's beneficiaries. The term
49	49	includes property, casualty, life, health, and any other line of
50	50	insurance the commissioner finds is suitable for an insurance
51	51	business transfer.
52	52	(9) "Policyholder" means an insured or a reinsured
53	53	under a policy that is part of the subject business.
54	54	(10) "Subject business" means the policy or policies
55	55	that are the subject of the insurance business transfer plan.
56	56	(11) "Transfer and novation" means the transfer of
57	57	insurance obligations, risks, or both of existing or in-force
58	58	policies from a transferring insurer to an assuming insurer that is
59	59	intended to effect a novation of the transferred policies that
60	60	results in the assuming insurer becoming directly liable to the
61	61	policyholders of the transferring insurer on the extinguishment of
62	62	the transferring insurer's insurance obligations, risks, or both
63	63	under the transferred policies.
64	64	(12) "Transferring insurer" means an insurer or
65	65	reinsurer that transfers and novates or seeks to transfer and
66	66	novate obligations, risks, or both under one or more policies to an
67	67	assuming insurer under an insurance business transfer plan.
68	68	Sec. 806.002. CONSENT TO ONGOING COMMISSIONER OVERSIGHT.
69	69	An insurer subject to this chapter is considered to consent to the
70	70	jurisdiction of the commissioner with regard to ongoing oversight
71	71	of operations, management, and solvency relating to the transferred
72	72	business, including the authority of the commissioner to conduct
73	73	financial analysis and examinations.
74	74	Sec. 806.003. AUTHORITY OF COURT. Notwithstanding any
75	75	other law, a court may issue an order, process, or judgment that is
76	76	necessary or appropriate to carry out this chapter. This chapter
77	77	may not be construed to preclude a court from, on the court's own
78	78	motion, taking any action or making any determination necessary or
79	79	appropriate to enforce or implement an order or rule of the court or
80	80	to prevent an abuse of power.
81	81	Sec. 806.004. NOTICE REQUIREMENTS. (a) When notice is
82	82	required to be given by the applicant under this chapter and except
83	83	as otherwise permitted or directed by a court or the commissioner,
84	84	the applicant shall provide the notice not later than the 45th day
85	85	after the date of the event that requires notice:
86	86	(1) to the chief insurance regulator in each
87	87	jurisdiction in which:
88	88	(A) the applicant holds or has ever held a
89	89	certificate of authority; and
90	90	(B) policies that are part of the subject
91	91	business were issued or policyholders currently reside;
92	92	(2) to the National Conference of Insurance Guaranty
93	93	Funds, the National Organization of Life and Health Insurance
94	94	Guaranty Associations, and each state insurance guaranty
95	95	association for a state in which:
96	96	(A) the applicant holds or has ever held a
97	97	certificate of authority; and
98	98	(B) policies that are part of the subject
99	99	business were issued or policyholders currently reside;
100	100	(3) to each reinsurer of the applicant:
101	101	(A) under the notice provisions of each
102	102	reinsurance agreement applicable to the policies that are part of
103	103	the subject business; or
104	104	(B) if a reinsurance agreement does not have a
105	105	notice provision, by an internationally recognized delivery
106	106	service;
107	107	(4) to each policyholder holding a policy that is part
108	108	of the subject business, at the policyholder's last known address
109	109	as indicated by the records of the applicant or to the address to
110	110	which premium notices or other policy documents are sent, and for a
111	111	notice of transfer, to the transferring insurer's agents or brokers
112	112	of record on the subject business; and
113	113	(5) by publication in:
114	114	(A) a newspaper of general circulation in the
115	115	state in which the applicant has the applicant's principal place of
116	116	business; and
117	117	(B) each publication required by the
118	118	commissioner.
119	119	(b) If notice is provided in accordance with this section,
120	120	an intended recipient of the notice is considered to have received
121	121	the notice for purposes of this chapter, regardless of whether the
122	122	recipient received actual notice, and the intended recipient may
123	123	not raise notice to challenge an order issued under this chapter.
124	124	(c) The commissioner shall provide the required notice in
125	125	accordance with this section on behalf of an applicant for which the
126	126	commissioner has been named as receiver.
127	127	(d) Notice under this section may be provided by first-class
128	128	mail, facsimile, or electronic means.
129	129	Sec. 806.005. RULEMAKING AUTHORITY. The commissioner may
130	130	adopt rules consistent with this chapter as necessary to implement
131	131	this chapter.
132	132	Sec. 806.006. CONFIDENTIALITY. The status of any part of an
133	133	application for an insurance business transfer as confidential at
134	134	the time of application, including any documents, materials,
135	135	communications, or other information submitted to the commissioner
136	136	in contemplation of the application, is not affected by the process
137	137	provided by this chapter.
138	138	SUBCHAPTER B. INITIAL APPLICATION; COMMISSIONER REVIEW
139	139	Sec. 806.051. COMMISSIONER AND COURT APPROVAL REQUIRED.
140	140	After obtaining an independent expert report under Section 806.052,
141	141	an applicant shall file an insurance business transfer plan with:
142	142	(1) the commissioner for review and approval under
143	143	this subchapter; and
144	144	(2) a court for approval under Subchapter C on
145	145	receiving the commissioner's approval.
146	146	Sec. 806.052. INDEPENDENT EXPERT; REPORT. (a) The
147	147	commissioner shall appoint an independent expert from a list of at
148	148	least two nominees, submitted jointly by the transferring insurer
149	149	and the assuming insurer, to assist the commissioner and the court
150	150	in connection with the commissioner's and the court's review of a
151	151	proposed insurance business transfer. The commissioner may, in the
152	152	commissioner's sole discretion, reject the nominees and appoint
153	153	another person as the independent expert.
154	154	(b) The independent expert must be an impartial person who:
155	155	(1) has no financial interest in either the assuming
156	156	insurer or transferring insurer;
157	157	(2) has not been employed by or acted as an officer,
158	158	director, consultant, or other independent contractor for either
159	159	the assuming insurer or transferring insurer during the preceding
160	160	12 months;
161	161	(3) is not appointed by the commissioner to assist in
162	162	any capacity in an insurer rehabilitation or delinquency
163	163	proceeding;
164	164	(4) receives no compensation in connection with the
165	165	applicable transaction under this chapter, other than a fee based
166	166	on a fixed or hourly basis that is not contingent on the approval or
167	167	completion of the insurance business transfer; and
168	168	(5) provides proof of insurance coverage that is
169	169	satisfactory to the commissioner.
170	170	(c) The independent expert shall submit a report to the
171	171	commissioner in the form and manner prescribed by the commissioner
172	172	regarding the proposed insurance business transfer. The report
173	173	must include:
174	174	(1) a summary of the terms of the insurance business
175	175	transfer plan to the extent relevant to the independent expert's
176	176	report;
177	177	(2) the scope of the independent expert's report;
178	178	(3) an analysis of the transferring insurer's
179	179	actuarial review of reserves for the subject business to determine
180	180	the reserve adequacy;
181	181	(4) an analysis of the financial conditions of the
182	182	transferring insurer and the assuming insurer and the effect the
183	183	transfer will have on the financial condition of each company;
184	184	(5) a review of the plans or proposals the assuming
185	185	insurer has with respect to the administration of the policies
186	186	subject to the transfer;
187	187	(6) a statement as to whether the transfer has a
188	188	material adverse impact on the policyholders, reinsurers, and
189	189	claimants of the transferring insurer and the assuming insurer;
190	190	(7) an analysis of the assuming insurer's corporate
191	191	governance structure to ensure that there is proper board and
192	192	management oversight and expertise to manage the subject business;
193	193	(8) the independent expert's opinion of the likely
194	194	effects of the transfer on policyholders, reinsurers, and
195	195	claimants, distinguishing between:
196	196	(A) transferring policyholders, reinsurers, and
197	197	claimants;
198	198	(B) policyholders, reinsurers, and claimants of
199	199	the transferring insurer whose policies will not be transferred;
200	200	and
201	201	(C) policyholders, reinsurers, and claimants of
202	202	the assuming insurer;
203	203	(9) consideration of whether the security positions of
204	204	policyholders that are affected by the transfer are materially
205	205	adversely affected by the transfer;
206	206	(10) a statement of the independent expert's
207	207	professional qualifications and a description of the experience
208	208	that qualifies the independent expert as an expert suitable for the
209	209	appointment;
210	210	(11) a statement of whether the independent expert
211	211	has, or has had, a direct or indirect interest in the transferring
212	212	insurer or the assuming insurer or an affiliate of the transferring
213	213	insurer or the assuming insurer;
214	214	(12) a list and summary of each document, report, and
215	215	other material information the independent expert considered in
216	216	preparing the report and whether any information requested was not
217	217	provided;
218	218	(13) the extent to which the independent expert relied
219	219	on information provided by or the judgment of another person;
220	220	(14) each person on whom the independent expert has
221	221	relied and why, in the independent expert's opinion, that reliance
222	222	is reasonable;
223	223	(15) for each opinion that the independent expert
224	224	expresses in the report, the facts and circumstances supporting the
225	225	opinion; and
226	226	(16) any other information the commissioner requests
227	227	be included in the report for purposes of reviewing the transfer.
228	228	Sec. 806.053. APPLICATION REQUIREMENTS. (a) An insurance
229	229	business transfer plan submitted for commissioner approval must
230	230	include the following information or an explanation of why the
231	231	information is not included:
232	232	(1) the name, address, and telephone number and the
233	233	direct and indirect controlling persons, if any, of the
234	234	transferring insurer and the assuming insurer;
235	235	(2) a summary of the plan;
236	236	(3) identification and description of the subject
237	237	business;
238	238	(4) the most recent audited financial statements and
239	239	statutory annual and quarterly reports of the transferring insurer
240	240	and the assuming insurer filed with each insurer's domiciliary
241	241	regulator;
242	242	(5) the most recent actuarial report and opinion that
243	243	quantify the liabilities associated with the subject business;
244	244	(6) pro forma financial statements showing the
245	245	projected statutory balance sheet, results of operations, and cash
246	246	flows of the assuming insurer for the three years following the
247	247	proposed transfer and novation;
248	248	(7) officers' certificates of the transferring insurer
249	249	and the assuming insurer attesting that each has obtained all
250	250	required internal approvals and authorizations regarding the plan
251	251	and completed all necessary and appropriate actions relating to the
252	252	plan;
253	253	(8) a proposal for plan implementation and
254	254	administration, including the form of notice to be provided under
255	255	the plan to a policyholder whose policy is part of the subject
256	256	business;
257	257	(9) a full description of how notice will be provided;
258	258	(10) a description of any reinsurance arrangements
259	259	that would pass to the assuming insurer under the plan;
260	260	(11) a description of any guarantee or additional
261	261	reinsurance that will cover the subject business following the
262	262	transfer and novation;
263	263	(12) a description of the assuming insurer's proposed
264	264	investment policies and any contemplated third-party claims
265	265	management and administration arrangements;
266	266	(13) a description of how the transferring insurer and
267	267	the assuming insurer will be licensed for guaranty association
268	268	coverage purposes;
269	269	(14) evidence of approval of or non-objection to the
270	270	transfer from the chief insurance regulator of the state of the
271	271	transferring insurer's domicile; and
272	272	(15) the report of the independent expert prepared
273	273	under Section 806.052.
274	274	(b) The commissioner may require an insurance business
275	275	transfer plan submitted under Subsection (a) to include additional
276	276	information the commissioner considers necessary for the plan's
277	277	review and approval.
278	278	Sec. 806.054. COMMISSIONER REVIEW. (a) Not later than the
279	279	60th business day after the date of receipt of a complete insurance
280	280	business transfer plan, the commissioner shall review the plan and
281	281	determine whether the applicant is authorized to submit the plan to
282	282	a court. The commissioner may extend the review period for an
283	283	additional 30 business days.
284	284	(b) The commissioner shall authorize the submission of the
285	285	insurance business transfer plan to the court unless the
286	286	commissioner finds that the transfer would have a material adverse
287	287	impact on the interests of policyholders, reinsurers, or claimants
288	288	that are part of the subject business.
289	289	(c) If the commissioner determines that the insurance
290	290	business transfer would have a material adverse impact on the
291	291	interests of policyholders, reinsurers, or claimants that are part
292	292	of the subject business, the commissioner shall notify the
293	293	applicant and specify any modifications, supplements, amendments,
294	294	or additional information or documentation with respect to the
295	295	insurance business transfer plan that the applicant must provide to
296	296	the commissioner before the commissioner will approve the plan's
297	297	submission to a court.
298	298	(d) If the commissioner determines that the insurance
299	299	business transfer plan may be submitted to a court, the
300	300	commissioner shall provide that determination in writing to the
301	301	applicant.
302	302	Sec. 806.055. CONSEQUENCES OF MATERIAL ADVERSE IMPACT
303	303	DETERMINATION. (a) Not later than the 30th day after the date the
304	304	commissioner notifies the applicant of a material adverse impact
305	305	under Section 806.054, the applicant may file an amended insurance
306	306	business transfer plan providing the modifications, supplements,
307	307	amendments, or additional information or documentation requested
308	308	by the commissioner. The applicant may request in writing an
309	309	extension of time of an additional 30 days.
310	310	(b) If the applicant does not make an amended filing within
311	311	the time period provided by Subsection (a), including any extension
312	312	of time granted by the commissioner, the insurance business
313	313	transfer plan filing terminates and a subsequent filing by the
314	314	applicant:
315	315	(1) is considered a new filing; and
316	316	(2) must comply with all provisions of this chapter as
317	317	if the previous filing had never been made.
318	318	(c) The commissioner's time for review as provided under
319	319	Section 806.054 for an amended insurance business transfer plan
320	320	received under Subsection (a) commences on the date the
321	321	commissioner receives all modifications, supplements, amendments,
322	322	or additional information or documentation requested by the
323	323	commissioner under Section 806.054(c).
324	324	SUBCHAPTER C. APPLICATION FOR COURT APPROVAL
325	325	Sec. 806.101. APPLICATION. (a) Not later than the 30th day
326	326	after the date an applicant receives notice of the commissioner's
327	327	determination under Section 806.054(d) that the applicant may
328	328	submit the insurance business transfer plan to a court, the
329	329	applicant shall file a verified petition with a district court in a
330	330	county with a population of more than one million seeking approval
331	331	of the plan. On written request by the applicant, the commissioner
332	332	may extend the period for filing the petition for an additional 30
333	333	days.
334	334	(b) The applicant's petition must:
335	335	(1) include the insurance business transfer plan;
336	336	(2) identify any documents and witnesses that the
337	337	applicant intends to present at a hearing regarding the petition;
338	338	and
339	339	(3) state each reason the applicant asks the court to
340	340	find no material adverse impact to policyholders, reinsurers, or
341	341	claimants affected by the proposed insurance business transfer.
342	342	(c) Not later than the 30th day after the date of filing of
343	343	the petition, the applicant shall file a request for the court to
344	344	enter a preliminary scheduling order, which must include a date and
345	345	time for a status conference. The status conference must occur not
346	346	later than the 14th day after the date the comment period required
347	347	by Section 806.102 concludes.
348	348	(d) The commissioner must be a party to the proceedings
349	349	before the court concerning a petition filed under this section and
350	350	shall be served with copies of all filings as required by the Texas
351	351	Rules of Civil Procedure. The commissioner's position in the
352	352	proceedings is not limited by the commissioner's initial review of
353	353	the insurance business transfer plan that is the subject of the
354	354	petition.
355	355	Sec. 806.102. NOTICE AND COMMENT PERIOD. (a) Not later
356	356	than the 45th day after receipt of the preliminary scheduling order
357	357	under Section 806.101(c), the applicant shall provide notice of the
358	358	application for court approval of the insurance business transfer
359	359	plan. The notice commences a comment period that expires on the
360	360	61st day after the date the notice is provided.
361	361	(b) The notice provided to policyholders under this section
362	362	must include:
363	363	(1) the date and time of the status conference;
364	364	(2) the name, address, and telephone number of the
365	365	assuming insurer and the transferring insurer;
366	366	(3) a statement that a policyholder may comment on or
367	367	object to the transfer and novation;
368	368	(4) the procedures and deadline for submitting
369	369	comments or objections on the insurance business transfer plan;
370	370	(5) a summary of any effect that the transfer and
371	371	novation will have on the policyholder's rights;
372	372	(6) a statement that the assuming insurer is
373	373	authorized, as provided by this chapter, to assume the subject
374	374	business and that court approval of the insurance business transfer
375	375	plan will extinguish all rights of policyholders under policies
376	376	that are part of the subject business against the transferring
377	377	insurer;
378	378	(7) a statement that policyholders will not have the
379	379	opportunity to opt out of or otherwise reject the transfer and
380	380	novation;
381	381	(8) contact information for the department from which
382	382	the policyholder may obtain additional information; and
383	383	(9) either:
384	384	(A) information on how an electronic copy of the
385	385	insurance business transfer plan may be accessed; or
386	386	(B) if policyholders are unable to readily access
387	387	electronic copies, hard copies by first-class mail.
388	388	Sec. 806.103. PARTICIPATION IN COURT PROCEEDINGS.
389	389	(a) Only a party to the insurance business transfer plan, or a
390	390	third party or other person who files a request to provide comments
391	391	or objections or to be heard in the matter on the basis that the
392	392	person believes the person will be materially adversely affected by
393	393	approval and implementation of the plan, may present evidence or
394	394	comments to the court at a hearing.
395	395	(b) Participation by a third party does not confer standing
396	396	as a party on that third party.
397	397	(c) Each person participating in the hearing shall:
398	398	(1) follow the process established by the court; and
399	399	(2) pay the person's own costs and attorney fees.
400	400	Sec. 806.104. COURT APPROVAL OF PLAN. (a) The applicant
401	401	shall present the insurance business transfer plan for approval by
402	402	the court following the expiration of the comment period under
403	403	Section 806.102.
404	404	(b) At any time before the court issues an order approving
405	405	the insurance business transfer plan, the applicant may withdraw
406	406	the plan without prejudice.
407	407	(c) If the court finds that the implementation of the
408	408	insurance business transfer plan would not materially adversely
409	409	affect the interests of policyholders, reinsurers, or claimants
410	410	that are part of the subject business, the court shall enter a
411	411	judgment and implementation order. The judgment and implementation
412	412	order must:
413	413	(1) order implementation of the plan;
414	414	(2) order a statutory novation with respect to all
415	415	policyholders or reinsured persons and their respective policies
416	416	and reinsurance agreements under the subject business:
417	417	(A) extinguishing all rights of policyholders
418	418	under policies that are part of the subject business against the
419	419	transferring insurer; and
420	420	(B) providing that:
421	421	(i) the transferring insurer has no further
422	422	rights, obligations, or liabilities with respect to those policies;
423	423	and
424	424	(ii) the assuming insurer has all rights,
425	425	obligations, and liabilities as if the assuming insurer were the
426	426	original insurer of those policies;
427	427	(3) release the transferring insurer from all
428	428	obligations or liabilities under policies that are part of the
429	429	subject business;
430	430	(4) authorize and order the transfer of property or
431	431	liabilities, including the ceded reinsurance of transferred
432	432	policies and contracts on the subject business, notwithstanding any
433	433	nonassignment provisions in any reinsurance contract;
434	434	(5) order the applicant to provide notice of the
435	435	transfer and novation in accordance with Section 806.004; and
436	436	(6) make other provisions with respect to incidental,
437	437	consequential, and supplementary matters as necessary to ensure the
438	438	plan is fully and effectively carried out.
439	439	(d) On filing of the court's order under Subsection (c), the
440	440	subject business vests in and becomes the liabilities of the
441	441	assuming insurer.
442	442	Sec. 806.105. COURT DISAPPROVAL OF PLAN. If the court finds
443	443	that the insurance business transfer plan should not be approved,
444	444	the court by order may:
445	445	(1) deny the petition; or
446	446	(2) provide the applicant leave to file an amended
447	447	insurance business transfer plan and petition.
448	448	Sec. 806.106. RIGHT TO APPEAL. This chapter may not be
449	449	construed to affect a party's right to appeal an order of the court.
450	450	SUBCHAPTER D. FEES AND COSTS
451	451	Sec. 806.151. FILING FEE. At the time of filing an
452	452	application with the commissioner for review and approval of an
453	453	insurance business transfer plan, an applicant shall pay a
454	454	nonrefundable fee to the department of $10,000.
455	455	Sec. 806.152. COMMISSIONER COSTS. (a) The commissioner
456	456	may retain independent attorneys, appraisers, actuaries, certified
457	457	public accountants, authorized consultants, or other professionals
458	458	and specialists to assist the commissioner in connection with the
459	459	review of an insurance business transfer plan under this chapter.
460	460	(b) An applicant shall reimburse the commissioner for any
461	461	cost incurred under Subsection (a).
462	462	Sec. 806.153. INDEPENDENT EXPERT COSTS AND FEES. (a) The
463	463	transferring insurer and the assuming insurer are jointly obligated
464	464	to pay any compensation, costs, and expenses of the independent
465	465	expert, and any consultants retained by the independent expert and
466	466	approved by the commissioner, incurred in fulfilling the
467	467	obligations of the independent expert under this chapter.
468	468	(b) This chapter may not be construed to create a duty of the
469	469	independent expert to any party other than the commissioner or the
470	470	court.
471	471	Sec. 806.154. FAILURE TO PAY COSTS OR FEES. (a) A fee or
472	472	cost provided by this subchapter must be paid not later than the
473	473	30th day after the date of demand for payment.
474	474	(b) If a party fails to pay a required fee or cost within the
475	475	time period described by Subsection (a), the commissioner may:
476	476	(1) if the court has not filed an implementation
477	477	order, request that the court dismiss the petition for approval of
478	478	the insurance business transfer plan; or
479	479	(2) if the court has filed an implementation order,
480	480	suspend or revoke the assuming insurer's certificate of authority
481	481	to transact insurance business in this state.
482	482	Sec. 806.155. DEPOSIT OF AMOUNTS COLLECTED. The department
483	483	shall deposit any amounts collected under this chapter relating to
484	484	the review of an insurance business transfer plan application to
485	485	the credit of the Texas Department of Insurance operating account.
486	486	SECTION 2. The changes in law made by this Act apply only to
487	487	an insurance business transfer under a contract entered into or
488	488	agreement made on or after the effective date of this Act.
489	489	SECTION 3. This Act takes effect September 1, 2025.