2011 ORS § 732.528¹
Approval of proposed activity
- • grounds for refusing approval
(1) The Director of the Department of Consumer and Business Services shall approve the proposed activity described in ORS 732.521 (Activities that are prohibited unless specified procedures followed) (1) not later than the 60th day before the effective date of the activity unless the director finds that any of the grounds specified in this subsection apply to the proposed activity. The grounds upon which the director may refuse to approve a proposed activity are as follows:
(a) The activity is contrary to law or would result in a prohibited combination of risks or classes of insurance.
(b) The activity is inequitable or unfair to the policyholders or shareholders of any insurer involved or to any other person affected by the proposed activity. However, in connection with an acquisition of the voting securities of an insurer from the shareholders of the insurer, the director shall evaluate the fairness of the proposed acquisition to the shareholders of the insurer to be acquired only with respect to any shareholders remaining after consummation of the acquisition who are unaffiliated with the acquiring party or parties.
(c) The activity would substantially reduce the security of and service to be rendered to policyholders of any domestic insurer involved, or would otherwise prejudice the interests of such policyholders in this state or elsewhere.
(d) The activity provides for a foreign or alien insurer to be an acquiring party, and the director further finds that the insurer cannot satisfy the requirements of this state for transacting an insurance business involving the classes of insurance affected by the activity.
(e) The activity or its consummation would substantially lessen competition in insurance in this state or tend to create a monopoly.
(f) After the change of control or ownership, the domestic insurer to which the activity described in ORS 732.521 (Activities that are prohibited unless specified procedures followed) (1) applies would not be able to satisfy the requirements for the issuance of a certificate of authority to transact the line or lines of insurance for which it is currently authorized.
(g) The financial condition of any acquiring party might jeopardize the financial stability of the insurer.
(h) The plans or proposals that the acquiring party has to liquidate the insurer, sell its assets or consolidate or merge it with any person, or to make any other material change in its business or corporate structure or management, are unfair and unreasonable to policyholders of the insurer and not in the public interest.
(i) The competence, experience and integrity of those persons who would control the operation of the insurer are such that it would not be in the interest of policyholders of the insurer and of the public to permit the activity or its consummation.
(j) The activity or its consummation is likely to be hazardous or prejudicial to the insurance-buying public.
(k) The activity is subject to other material and reasonable objections.
(2) If the director does not approve the proposed activity, the director shall promptly notify each insurer and each acquiring party to the proposed activity in writing, specifying the bases, factors and reasons for the disapproval and giving each insurer and each acquiring party who filed the statement relating to the proposed activity an opportunity to amend the statement, if possible, to obviate the directors objections.
(3) Any amendment to the statement filed under ORS 732.523 (Procedure for acquiring controlling interest of capital stock) pursuant to the directors objection shall be filed by the acquiring party or parties filing the statement and, if a hearing was held on the proposed activity, shall be resubmitted at a hearing held pursuant to this section unless the director finds that such a hearing is not necessary for the protection of the policyholders, shareholders or any other person affected by the proposed activity.
(4) The director may retain at the acquiring persons expense any actuaries, accountants and other experts not otherwise a part of the directors staff as may be reasonably necessary to assist the director in reviewing the proposed activity.
(5) The director may establish the effective date of an activity to which ORS 732.521 (Activities that are prohibited unless specified procedures followed) (1) applies in the order approving the activity.
(6) Any insurer or other party to a proposed activity, including the insurer proposed to be acquired, within 60 days after receipt of a notice of approval or disapproval, may appeal the final order of the director as provided in ORS chapter 183. For purposes of the judicial review the specifications required to be set forth in the written notice from the director shall be deemed the findings of fact and conclusions of law of the department.
(7) On petition to the court, the courts power shall extend to affirming the order of the director, modifying all or any part of the directors objections, adding additional objections, approving the proposed activity as submitted or subject to such modifications or changes as the court may find proper, and requiring resubmission to the boards of directors or other governing bodies or for hearing as provided in ORS 732.526 (Hearing on proposed activity). [Formerly 732.540; 2001 c.377 §37; 2003 c.802 §169]