Section 27-14.5-3-5 - Requirements for plan to issue stockA plan to issue stock that is filed with the commissioner under this chapter must do the following:
(1) Describe the reasons for and the purposes of the proposed issuance of shares of stock.(2) Require that, after the effective date, the mutual insurance holding company must at all times have the direct or indirect power to cast at least a majority of the votes for the election of the members of the board of directors of the reorganized insurer and any intermediate stock holding company.(3) Provide that the aggregate total number of shares of stock that may be purchased by the directors and officers of the mutual insurance holding company and its subsidiaries and associates may not exceed thirty percent (30%) of the total number of shares of stock to be issued, not including any shares attributed to the officers and directors and their associates but held by one (1) or more tax-qualified employee benefit plans.(4) Provide that the aggregate total number of shares of stock that may be purchased by: (A) a single director or officer of the mutual insurance holding company or the subsidiaries of the mutual insurance holding company;(B) associates of a person referred to in clause (A); and(C) persons acting in concert with a person referred to in clause (A) or (B); may not exceed five percent (5%) of the total number of shares to be issued under the plan, not including any shares attributed to the officers and directors and their associates but held by one (1) or more tax-qualified employee benefit plans.
(5) Provide that a director, officer, agent, or employee of the mutual insurance holding company or its subsidiaries, or an associate of a director, officer, agent, or employee may not receive any fee, commission, or other valuable consideration for aiding, promoting, or assisting in the issuance of stock under this section, except for: (A) compensation as provided for in the plan and approved by the commissioner;(B) the person's usual, regular salary or compensation; and(C) reasonable fees and compensation paid to an individual who is an attorney, accountant, or actuary for services performed in the individual's independent practice, even if the individual is also a director, officer, agent, or employee of the mutual insurance holding company or its subsidiaries.(6) Describe: (A) how the offering price of the stock to be sold was established; or(B) the method by which the offering price will be determined.Added by P.L. 226-2023,SEC. 30, eff. 5/1/2023.