2013 ORS § 732.528¹
Approval of proposed activity
  • grounds for refusing approval

(1) The Director of the Department of Consumer and Business Services shall make a determination concerning 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. The director may refuse, after a public hearing, to approve a proposed activity if:

(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 in, or to any other person affected by, the proposed activity. However, in connection with an acquisition of the insurers voting securities from the insurers shareholders, the director shall evaluate whether the proposed acquisition is fair to the shareholders of the insurer to be acquired only with respect to any shareholders that are unaffiliated with the acquiring party or parties and that would remain after the acquisition is completed.

(c) The activity would substantially reduce the security of and service to be rendered to policyholders of any domestic insurer involved in the proposed activity, 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 the completion of the activity would substantially diminish competition in insurance in this state or tend to create a monopoly. In determining whether the activity would substantially diminish competition in insurance in this state or tend to create a monopoly, the director:

(A) Shall require the information described in ORS 732.539 (Notification of acquisition) and apply the standards set forth in ORS 732.542 (Monopoly or substantial diminishment of competition).

(B) May not disapprove the activity if the director finds that the activity would yield substantial economies of scale or increase the availability of insurance as provided in ORS 732.542 (Monopoly or substantial diminishment of competition) (9).

(C) May condition the directors approval of the activity on a partys removing the basis for the directors disapproval within a specific period of time.

(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 receiving a certificate of authority to transact the line or lines of insurance for which the domestic insurer 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 the insurers assets or consolidate or merge the insurer with any person, or to make any other material change in the insurers business or corporate structure or management, are unfair and unreasonable to the insurers policyholders and not in the public interest.

(i) The competence, experience and integrity of the persons that would control the operation of the insurer are such that permitting the activity or permitting completion of the activity would not be in the interest of the insurers policyholders and the public.

(j) The activity or completing the activity 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 disapproves the proposed activity, the director shall promptly notify, in writing, each insurer and each acquiring party involved in the proposed activity, specifying the bases, factors and reasons for the disapproval and giving each insurer and each acquiring party that filed the statement relating to the proposed activity an opportunity to amend the statement, if possible, to obviate the directors objections.

(3) If the director determines that a party that acquires control of a domestic insurer must maintain or restore the domestic insurers capital to a level required under the laws and rules of this state, the director shall make and communicate the determination to the acquiring party not later than 60 days after the acquiring party files the statement required under ORS 732.523 (Procedure for acquiring controlling interest of capital stock).

(4) The acquiring party or parties that filed a statement of acquisition under ORS 732.523 (Procedure for acquiring controlling interest of capital stock) shall file any amendment to the statement that responds to the directors objection and, if a hearing was held on the proposed activity, shall resubmit the amendment at a hearing held under this section unless the director finds that a hearing is not necessary to protect the policyholders, shareholders or any other person the proposed activity affects.

(5) The director may retain at the acquiring partys expense any actuaries, accountants and other experts not otherwise a part of the directors staff as the director may reasonably need to assist the director in reviewing the proposed activity.

(6) 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 that approves the activity.

(7) Within 60 days after receiving a notice of approval or disapproval, any insurer or other party to a proposed activity, including the insurer subject to the acquisition, may appeal the directors final order as provided in ORS chapter 183. For purposes of the judicial review, the specifications the director must set forth in the directors written notice are the findings of fact and conclusions of law of the Department of Consumer and Business Services.

(8) On petition to the court, the courts power extends 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; 2013 c.370 §21]