RS 6:1054 Change of control; notice; application; advisory opinion
§1054. Change of control; notice; application; advisory opinion
A. The provisions of this Section apply to any change of control of a licensee.
B. A person shall not directly or indirectly acquire control of a licensee or a person in control of a licensee without the prior written approval of the commissioner, except as provided by this Section.
C. A licensee or proposed person in control shall:
(1) Give the commissioner written notice of a proposed change of control at least forty-five days before the date the proposed transaction is to be consummated.
(2) Request approval of the proposed change of control.
(3) Submit a nonrefundable fee in an amount established by the commissioner's regulation.
D. A proposed person in control is subject to the same standards and qualifications that apply to a principal of an applicant for a new license under this Chapter. The commissioner may require the licensee or proposed person in control to provide the same type of information, documentation, and certifications and may conduct the same type of investigation the commissioner requires and conducts in connection with a new license application.
E. The commissioner shall approve a proposed change of control if he determines that the proposed person in control has the financial responsibility, financial condition, business experience, competence, character, and general fitness to warrant the belief that the business of the licensee will be conducted in compliance with this Chapter, regulations adopted under this Chapter, and other applicable state and federal law and that the change of control will not jeopardize the public interest.
F. If the commissioner determines that the proposed person in control fails to meet the qualifications, standards, and requirements of this Chapter, he shall inform the licensee and the proposed person in control in writing that the request is denied and state the reasons for the denial. Such denial may be grounds for revocation of the license under R.S. 6:1044. The licensee or the proposed person in control may appeal the denial by filing a written request for a hearing with the commissioner not later than the thirtieth day after the date the notice is mailed. A hearing on the denial must be held not later than the forty-fifth day after the date the commissioner receives the written request.
G. The provisions of Subsections B and C of this Section shall not apply to the following:
(1) A person that acts as proxy for the sole purpose of voting at a designated meeting of the security holders or holders of voting interests of a licensee or controlling person.
(2) A person that acquires control as a personal representative, custodian, curator, tutor, guardian, conservator, or trustee or as an officer appointed by a court or by operation of law.
(3) A person exempted in the public interest by the commissioner's regulation or order.
(4) A person that has previously complied with and received approval under this Chapter or that was identified as a person in control in a prior application filed with and approved by the commissioner.
H. A person that acquires control of a licensee by inheritance or bequest or through a purchase of securities through a public offering is exempt from the prior notice requirements of Paragraph (C)(1) of this Section, but the licensee must notify the commissioner not later than the fifteenth day after the effective date of a change of control under either of these circumstances. The licensee shall meet all requirements enumerated in Subsections C through F of this Section.
I. Before filing an application for approval of a proposed change of control, a licensee may submit a written request for an advisory opinion from the commissioner to determine whether a person would be considered a proposed person in control of the licensee and whether the requirements of this Section apply to the proposed transaction. The request shall correctly and fully represent the facts relevant to the person and the proposed transaction. If the commissioner determines that the person would not be a person in control of the licensee for purposes of this Section, he shall render a written advisory opinion that this Section does not apply to the proposed person in control or transaction.
Acts 2008, No. 26, §1.