Senate Bill 2048c1

CODING: Words stricken are deletions; words underlined are additions.



    Florida Senate - 1999                           CS for SB 2048

    By the Committee on Banking and Insurance; and Senators
    Diaz-Balart and Horne




    311-2091-99

  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 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 - 1999                           CS for SB 2048
    311-2091-99




  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 - 1999                           CS for SB 2048
    311-2091-99




  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 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, 1999.

25

26          STATEMENT OF SUBSTANTIAL CHANGES CONTAINED IN
                       COMMITTEE SUBSTITUTE FOR
27                         Senate Bill 2048

28

29  Changes reference from "customers" to "policyholders" in the
    standards that may be considered by directors of a domestic
30  insurer or a domestic mutual insurance holding company in
    carrying out their duties, and technically revises the
31  punctuation.

                                  3