Section 11542.2 Of Chapter 14. Conversion Of An Incorporated Mutual Life Or Life And Disability Insurer Into An Incorporated Stock Life Insurer Issuing Policies On A Reserve Basis From California Insurance Code >> Division 2. >> Part 2. >> Chapter 14.
11542.2
. Prior to, and for a period of five years following, the
effective date of the plan of conversion, no person or group of
persons acting in concert shall directly or indirectly offer to
acquire or acquire in any manner the beneficial ownership of 5
percent or more of any class of voting securities of a converted
insurer or of a person that controls, as defined by paragraph (b) of
Section 1215, the converted insurer, without the prior consent of the
commissioner. Any application for that approval shall contain
information as the commissioner may require and shall be accompanied
by a filing fee in an amount equal to the filing fee specified in
Section 1215.2. In the event of any violation of this section, or of
any action that, if consummated, would constitute a violation, all
voting securities of the converted insurer or of the person acquired
by any person in excess of the maximum amount permitted to be
acquired by the person pursuant to this subdivision shall be deemed
to be nonvoting securities of the converted insurer or of that
person. The violation or action may be enforced or enjoined by
appropriate proceeding commenced by the converted insurer, a person,
the commissioner, any policyholder or stockholder of the converted
insurer, or the person on behalf of the converted insurer or the
person in the superior court in the judicial district in which the
converted insurer has its home office or in any other court having
jurisdiction. The court may issue any order it finds necessary to
cure the violation or to prevent the proposed action. In addition to
the foregoing, whenever it appears to the commissioner that any
person has committed a violation of this section, the commissioner
may proceed as provided in Article 14 (commencing with Section 1010)
of Chapter 1 of Part 2 of Division 1 to take possession of the
property of the converted insurer and to conduct the business
thereof. For the purposes of this section, "beneficial ownership,"
with respect to voting securities, means the sole or shared power to
vote, or direct the voting of, voting securities or the sole or
shared power to dispose, or direct the disposition, of voting
securities. "Voting security" includes voting stock as defined in
Section 11535.1, any preorganization certificate or subscription,
including subscription rights issued pursuant to a plan of
conversion, or any security convertible, with or without
consideration, into voting security, or carrying any warrant or right
to subscribe for or purchase any voting security, or any such
warrant or right. "Offer" includes an offer to buy or acquire,
solicitation of an offer to sell, tender offer for, or request or
invitation for tenders of a security or interest in a security for
value.