Senate Bill 2048
CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 1999 SB 2048
By Senators Diaz-Balart and Horne
24-1063-99
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; the social, economic, legal,
23 or other effects of any action on the employees, suppliers, or
24 customers of the corporation or its subsidiaries; the
25 communities and society in which the corporation or its
26 subsidiaries operate; and the economy of the state and nation.
27 The directors may also consider the short-term and long-term
28 interests of the insurer, including benefits that may accrue
29 to the insurer from its long-term plans, and the possibility
30 that these interests may be best served by the continued
31 independence of the insurer; the resources, intent, and
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CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 1999 SB 2048
24-1063-99
1 conduct, past, stated, and potential, of any person seeking to
2 acquire control of the insurer; and any other relevant
3 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
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CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 1999 SB 2048
24-1063-99
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; the social, economic, legal,
12 or other effects of any action on the employees, suppliers, or
13 customers of the corporation or its subsidiaries; the
14 communities and society in which the corporation or its
15 subsidiaries operate; and the economy of the state and nation.
16 The directors may also consider the short-term and long-term
17 interests of the insurer, including benefits that may accrue
18 to the insurer from its long-term plans, and the possibility
19 that these interests may be best served by the continued
20 independence of the insurer; the resources, intent, and
21 conduct, past, stated, and potential, of any person seeking to
22 acquire control of the insurer; and any other relevant
23 factors.
24 Section 4. This act shall take effect July 1, 1999.
25
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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
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