382.040. Securities of domestic insurers, regulation of trading in.
Securities of domestic insurers, regulation of trading in.
382.040. No person other than the issuer shall commence atender offer for or a request or invitation for tenders of, orenter into any agreement to exchange securities for, seek toacquire, or acquire, in the open market or otherwise, any votingsecurity of a domestic insurer if, after the consummationthereof, he would, directly or indirectly, or by conversion or byexercise of any right to acquire, be in control of the insurer,and no person shall enter into an agreement to merge with orotherwise to acquire control of a domestic insurer unless, at thetime the offer, request, or invitation is commenced or theagreement is entered into, or prior to the acquisition of thesecurities if no offer or agreement is involved, he has filedwith the director and has sent to the insurer a statementcontaining the information required by section 382.050 and theoffer, request, invitation, agreement or acquisition has beenapproved by the director in the manner prescribed by sections382.010 to 382.300. For purposes of this section, a domesticinsurer shall include any person controlling a domestic insurerunless such person, as determined by the director, is eitherdirectly or through its affiliates primarily engaged in businessother than the business of insurance; however, such person shallfile a preacquisition notification with the director containingthe information set forth in section 382.095 thirty days prior tothe proposed effective date of the acquisition. Any person whofails to file the preacquisition notification required by thissection shall be subject to the penalties provided in subsection5 of section 382.095. For the purposes of sections 382.040,382.050, 382.060, 382.070, 382.080 and 382.090, "person" shallnot include any securities broker holding, in the usual andcustomary broker's function, less than twenty percent of thevoting securities of an insurance company or of any person whichcontrols an insurance company.
(L. 1971 S.B. 101 § 6, A.L. 1983 H.B. 633 merged with S.B. 333, A.L. 1992 H.B. 1574)(1982) The Missouri Insurance Holding Companies Act is inapplicable to a corporation attempting to acquire control of a company controlling a domestic Missouri insurer since the target company was not engaged "primarily in the business of insurance". National City Lines, Inc. v. LLC Cop. (8th Cir.), 687 F.2d 1122.