Sec. 38a-153. (Formerly Sec. 38-42). Merger or consolidation of companies.
Sec. 38a-153. (Formerly Sec. 38-42). Merger or consolidation of companies.
(a) Any domestic insurance company may, with the prior approval of the commissioner,
merge or consolidate with one or more other domestic insurance companies or with one
or more foreign or alien insurance companies that are either authorized to do an insurance
business in this state, or are not authorized to do an insurance business in this state
provided the resulting corporation is a corporation of this state and the laws of the
other jurisdictions so permit. Prior to approving any such merger or consolidation, the
commissioner may hold a hearing upon the fairness of the terms and conditions of the
proposed merger or consolidation after such notice as, under the circumstances, the
commissioner deems appropriate and shall find that the interests of the policyholders
and the interests of the stockholders, if any, are protected. Such merger or consolidation
may be effected either in accordance with the provisions of the general statutes relating
to merger or consolidation of corporations organized under the general statutes or in
accordance with any provisions in the charters of the companies merging or consolidating relating to merger or consolidation. All expenses in connection with the proceedings
shall be borne by the resulting corporation.
(b) In the event of any merger or consolidation which is for the purpose or has the
effect of acquiring control of a domestic insurance company, the provisions of sections
38a-129 to 38a-140, inclusive, shall apply.
(1949 Rev., S. 6118-6121, 6162-6165; 1955, S. 2813d; 1957, P.A. 124, S. 1; 1963, P.A. 103, S. 2; P.A. 90-243, S. 15;
Nov. Sp. Sess. P.A. 91-4, S. 1, 2; P.A. 92-112, S. 33, 35; P.A. 01-139, S. 4.)
History: 1963 act made provisions applicable to domestic insurance companies generally where previously applicable
to domestic insurance companies with capital stock; P.A. 90-243 inserted references to "foreign" and "alien" insurance
companies; Sec. 38-42 transferred to Sec. 38a-153 in 1991; Nov. Sp. Sess. P.A. 91-4 deleted the requirement that a merged
or incorporated insurance company result in a domestic corporation; P.A. 92-112 divided the section into Subsecs., adding
new Subsec. (b) re proposed merger or consolidation of stock to acquire control of a domestic insurance company; P.A.
01-139 amended Subsec. (a) to permit mergers or consolidations with foreign or alien insurance companies that are not
authorized to do insurance business in this state if the resulting corporation is a corporation of this state and made technical
changes, including changes for the purpose of gender neutrality.
See chapter 601, parts X, XI and XII re merger, share exchange, sale of assets and business combinations of stock
corporations.
See Sec. 38a-73 re limitation of risks.