Senate Bill 0182
CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2000 SB 182
By Senator Diaz-Balart
37-181-00
1 A bill to be entitled
2 An act relating to insurance; amending s.
3 628.231, F.S.; prescribing factors that
4 directors of a domestic insurer may consider in
5 carrying out their duties; amending s. 628.715,
6 F.S.; authorizing a mutual insurance holding
7 company to merge or consolidate with or acquire
8 the assets of a foreign mutual insurance
9 company; amending s. 628.723, F.S.; prescribing
10 factors that directors of a mutual insurance
11 holding company may consider in carrying out
12 their duties; providing an effective date.
13
14 Be It Enacted by the Legislature of the State of Florida:
15
16 Section 1. Subsection (5) is added to section 628.231,
17 Florida Statutes, to read:
18 628.231 Directors; number, election.--
19 (5) In discharging their duties, directors may
20 consider such factors as they consider to be relevant,
21 including the long-term prospects and interests of the
22 corporation and its shareholders and the social, economic,
23 legal, or other effects of any action on the employees,
24 suppliers, or policyholders of the corporation or its
25 subsidiaries, the communities and society in which the
26 corporation or its subsidiaries operate, and the economy of
27 the state and nation. The directors may also consider the
28 short-term and long-term interests of the insurer, including
29 benefits that may accrue to the insurer from its long-term
30 plans, and the possibility that these interests may be best
31 served by the continued independence of the insurer; the
1
CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2000 SB 182
37-181-00
1 resources, intent, and conduct, past, stated, and potential,
2 of any person seeking to acquire control of the insurer; and
3 any other relevant factors.
4 Section 2. Subsection (1) of section 628.715, Florida
5 Statutes, is amended to read:
6 628.715 Merger and acquisitions.--Subject to
7 applicable requirements of this chapter, a mutual insurance
8 holding company may:
9 (1)(a) Merge or consolidate with, or acquire the
10 assets of, a mutual insurance holding company licensed
11 pursuant to this act or any similar entity organization
12 pursuant to laws of any other state;
13 (b) Either alone or together with one or more
14 intermediate stock holding companies, or other subsidiaries,
15 directly or indirectly acquire the stock of a stock insurance
16 company or a mutual insurance company that reorganizes under
17 this act or the law of its state of organization;
18 (c) Together with one or more of its stock insurance
19 company subsidiaries, acquire the assets of a stock insurance
20 company or a mutual insurance company;
21 (d) Acquire a stock insurance company through the
22 merger of such stock insurance subsidiary with a stock
23 insurance company or interim stock insurance company
24 subsidiary of the mutual insurance holding company; or
25 (e) Acquire the stock or assets of any other person to
26 the same extent as would be permitted for any not-for-profit
27 corporation under chapter 617 or, if the mutual insurance
28 holding company writes insurance, a mutual insurance company;
29 or.
30 (f) Merge or consolidate with, or acquire the assets
31 of, a foreign mutual insurance company which redomesticates
2
CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2000 SB 182
37-181-00
1 pursuant to s. 628.520. The members of the foreign mutual
2 insurance company may approve in a contemporaneous vote both
3 the redomestication plan and the agreement for merger and
4 reorganization as provided in subsection (2).
5 Section 3. Subsection (5) is added to section 628.723,
6 Florida Statutes, to read:
7 628.723 Directors; number; election.--
8 (5) In discharging their duties, directors may
9 consider such factors as they consider to be relevant,
10 including the long-term prospects and interests of the
11 corporation and its shareholders and the social, economic,
12 legal, or other effects of any action on the employees,
13 suppliers, or policyholders of the corporation or its
14 subsidiaries, the communities and society in which the
15 corporation or its subsidiaries operate, and the economy of
16 the state and nation. The directors may also consider the
17 short-term and long-term interests of the insurer, including
18 benefits that may accrue to the insurer from its long-term
19 plans, and the possibility that these interests may be best
20 served by the continued independence of the insurer; the
21 resources, intent, and conduct, past, stated, and potential,
22 of any person seeking to acquire control of the insurer; and
23 any other relevant factors.
24 Section 4. This act shall take effect July 1, 2000.
25
26 *****************************************
27 SENATE SUMMARY
28 Prescribes factors that directors of a domestic insurer
or a mutual insurance holding company may consider in
29 carrying out their duties. Authorizes a mutual insurance
holding company to merge or consolidate with or acquire
30 the assets of a foreign mutual insurance company.
31
3