2011 ORS § 732.624¹
Approval by Director of Department of Consumer and Business Services of mutual holding company restructuring plan
  • approval by members
  • effect of restructuring

(1) The Director of the Department of Consumer and Business Services shall approve, conditionally approve or disapprove a plan of restructuring and other documents submitted under ORS 732.622 (Restructuring of mutual holding company) according to the standards established in ORS 732.626 (Plan review and approval). The director must take such action not later than the 60th day after the director has received a completed filing of the plan and all information requested by the director or not later than the 30th day after the completion of a hearing on the plan, whichever date is later.

(2) At any time before approval of a plan by the director, the board of directors of the mutual holding company may amend or withdraw the plan.

(3) After approval by the director, the plan must be approved by the eligible members of the mutual holding company. Approval by the eligible members is subject to the following requirements:

(a) All eligible members must be given notice of the plan and of their opportunity to vote on the plan. A copy of the plan or a summary of the plan must accompany the notice. The notice shall be mailed to the last known address of each eligible member, as shown on the records of the mutual holding company, not later than the 45th day after approval of the plan by the director. The meeting of the eligible members at which a vote on the plan will occur shall be set for a date that is not earlier than the 30th day after the date on which the mutual holding company mailed the notice of the meeting. If the mutual holding company complies substantially and in good faith with the notice requirements of this section, the mutual holding companys failure to give any member or members any required notice does not impair the validity of any action taken under this section.

(b) The vote required for approval must be conducted as provided in ORS 732.620 (Status of mutual holding company as corporation), except as follows:

(A) Only eligible members may vote on the plan.

(B) An eligible member may vote in person or by proxy at the meeting at which the plan is voted upon.

(4) The plan shall be carried out in accordance with its terms on the effective date of the restructuring. A restructuring may be carried out through any method approved by the director, including, but not limited to, the organization of an interim subsidiary of the mutual holding company and the merger of the mutual holding company with and into such subsidiary.

(5) The restructured stock holding company and any other corporation included in the plan of restructuring shall be organized at the time or times set forth in the plan.

(6) Upon the effective date of the restructuring, the membership interests of all members of the restructuring mutual holding company, whether or not eligible members, shall be extinguished, and the eligible members of the restructuring mutual holding company shall be entitled to receive any form of consideration described in ORS 732.612 (Consideration for membership interest in converting or reorganizing mutual insurer) in accordance with the plan. In applying ORS 732.612 (Consideration for membership interest in converting or reorganizing mutual insurer) to the members of the restructuring mutual holding company, references in ORS 732.612 (Consideration for membership interest in converting or reorganizing mutual insurer) to the converting mutual insurer shall mean the restructuring mutual holding company, and references to the policies of the eligible members shall mean those policies of the eligible members that result in membership in the restructuring mutual holding company. For this purpose, ORS 732.612 (Consideration for membership interest in converting or reorganizing mutual insurer) shall be construed and applied so that the effect upon the eligible members of the restructuring mutual holding company is similar to the effect upon the eligible members of a converting mutual insurer. If the consideration for the membership interests of the eligible members is nontransferable subscription rights to purchase shares of capital stock of the issuer, the plan must set the pro forma market value of the restructured stock holding company in the same manner as the pro forma market value of the converted stock insurer is determined in accordance with ORS 732.612 (Consideration for membership interest in converting or reorganizing mutual insurer). If shares of capital stock of the issuer constitute the only consideration to be received by the eligible members of the restructuring mutual holding company and the plan does not provide for the sale of additional shares of capital stock or other securities of the issuer, the plan does not need to include the valuation of the restructuring mutual holding company.

(7) Unless otherwise specified in the plan, the directors and officers of the restructuring mutual holding company shall serve as directors and officers of the restructured stock holding company until new directors and officers are elected.

(8) The director retains jurisdiction over the restructured stock holding company and any direct or indirect subsidiary of the restructured stock holding company as provided in this section and as provided in ORS 732.517 (Purpose of ORS 732.517 to 732.546) to 732.592 (Recovery from parent corporation or holding company if domestic insurer ordered into liquidation or rehabilitation).

(9) A restructured stock holding company shall automatically be a party to any rehabilitation or liquidation proceeding involving a converted stock insurer if the restructuring mutual holding company would have been a party to such proceeding under ORS 732.620 (Status of mutual holding company as corporation). [1997 c.771 §12]