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





                                                  SENATE AMENDMENT

    Bill No. CS for SB 182

    Amendment No.    

                            CHAMBER ACTION
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11  Senators Diaz-Balart and Scott moved the following amendment:

12

13         Senate Amendment (with title amendment) 

14         Delete everything after the enacting clause

15

16  and insert:

17         Section 1.  Paragraphs (d) and (e) of subsection (1)

18  and paragraph (b) of subsection (2) of section 628.715,

19  Florida Statutes, are amended, and paragraph (f) is added to

20  subsection (1) of said section, to read:

21         628.715  Merger and acquisitions.--Subject to

22  applicable requirements of this chapter, a mutual insurance

23  holding company may:

24         (1)

25         (d)  Acquire a stock insurance company through the

26  merger of such stock insurance subsidiary with a stock

27  insurance company or interim stock insurance company

28  subsidiary of the mutual insurance holding company; or

29         (e)  Acquire the stock or assets of any other person to

30  the same extent as would be permitted for any not-for-profit

31  corporation under chapter 617 or, if the mutual insurance

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                                                  SENATE AMENDMENT

    Bill No. CS for SB 182

    Amendment No.    





 1  holding company writes insurance, a mutual insurance company;

 2  or.

 3         (f)  Jointly, with a domestic or foreign mutual

 4  insurance company which redomesticates pursuant to s. 628.520,

 5  file an application with the department, pursuant to the

 6  provisions of this part, to merge the domestic or foreign

 7  mutual insurance company policyholder's membership interests

 8  into the mutual insurance holding company.  The reorganizing

 9  mutual insurance company may merge with the mutual insurance

10  holding company's stock subsidiary or continue its corporate

11  existence as a domestic stock insurance company subsidiary.

12  The members of the foreign mutual insurance company may

13  approve in a contemporaneous vote both the redomestication

14  plan and the agreement for merger and reorganization.

15         (2)  A reorganization pursuant to this section is

16  subject to the applicable procedures prescribed by the laws of

17  this state applying to corporations formed for profit, except

18  as otherwise provided in this subsection.

19         (b)  No such merger shall be effectuated unless in

20  advance thereof, the plan and agreement therefor have been

21  filed with the department and approved by it. The department

22  may retain outside consultants to evaluate each merger.  The

23  domestic mutual insurance holding company shall pay reasonable

24  costs associated with retaining such consultants.  Such

25  payments shall be made directly to the consultant. The

26  department shall give such approval unless it finds such plan

27  or agreement:

28         1.  Is inequitable to the policyholders of any domestic

29  insurer involved in the merger or the members of any domestic

30  mutual insurance holding company involved in the merger; or

31         2.  Would substantially reduce the security of and

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                                                  SENATE AMENDMENT

    Bill No. CS for SB 182

    Amendment No.    





 1  service to be rendered to policyholders of a domestic insurer

 2  in this state.

 3         Section 2.  Subsection (5) is added to section 628.231,

 4  Florida Statutes, to read:

 5         628.231  Directors; number, election.--

 6         (5)  In discharging his or her duties, a director may

 7  consider such factors as the directors deem relevant,

 8  including, but not limited to, the long-term prospects and

 9  interests of the corporation and its shareholders, the social,

10  economic, legal, or other effects of any action on the

11  employees, suppliers, or policyholders of the corporation or

12  its subsidiaries, the communities and society in which the

13  corporation or its subsidiaries operate, and the economy of

14  the state and the nation.  The director may also consider the

15  short-term and long-term interests of the insurer, including,

16  but not limited to, benefits that may accrue to the insured

17  from the insurer's long-term plans, the possibility that such

18  interests may be best served by the continued independence of

19  the insurer, the resources, intent, and past, present, and

20  potential conduct of any person seeking to acquire control of

21  the insurer, and any other relevant factors.

22         Section 3.  Subsection (5) is added to section 628.723,

23  Florida Statutes, to read:

24         628.723  Directors; number; election.--

25         (5)  In discharging his or her duties, a director may

26  consider such factors as the directors deem relevant,

27  including, but not limited to, the long-term prospects and

28  interests of the corporation and its shareholders, the social,

29  economic, legal, or other effects of any action on the

30  employees, suppliers, or policyholders of the corporation or

31  its subsidiaries, the communities and society in which the

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                                                  SENATE AMENDMENT

    Bill No. CS for SB 182

    Amendment No.    





 1  corporation or its subsidiaries operate, and the economy of

 2  the state and the nation.  The director may also consider the

 3  short-term and long-term interests of the insurer, including,

 4  but not limited to, benefits that may accrue to the insured

 5  from the insurer's long-term plans, the possibility that such

 6  interests may be best served by the continued independence of

 7  the insurer, the resources, intent, and past, present, and

 8  potential conduct of any person seeking to acquire control of

 9  the insurer, and any other relevant factors.

10         Section 4.  Subsection (1) of section 628.729, Florida

11  Statutes, is amended to read:

12         628.729  Member's share of assets on voluntary

13  dissolution.--

14         (1)  Upon any voluntary dissolution of a domestic

15  mutual insurance holding company, its assets remaining after

16  discharge of its indebtedness, if any, and expenses of

17  administration, shall be distributed to existing persons who

18  were its members at any time within the 3-year period

19  preceding the date such liquidation was authorized or ordered,

20  or date of last termination of the insurer's certificate of

21  authority, whichever date is earlier; except, if the

22  department has reason to believe that those in charge of the

23  management of the mutual insurance holding company have caused

24  or encouraged the reduction of the number of members of the

25  insurer in anticipation of liquidation and for the purpose of

26  reducing thereby the number of persons who may be entitled to

27  share in distribution of the insurer's assets, the department

28  may enlarge the 3-year 5-year qualification period by such

29  additional time as the department may deem to be reasonable.

30         Section 5.  This act shall take effect upon becoming a

31  law.

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                                                  SENATE AMENDMENT

    Bill No. CS for SB 182

    Amendment No.    





 1  ================ T I T L E   A M E N D M E N T ===============

 2  And the title is amended as follows:

 3         Delete everything before the enacting clause

 4

 5  and insert:

 6                      A bill to be entitled

 7         An act relating to stock and mutual insurance

 8         companies; amending s. 628.715, F.S.;

 9         authorizing a mutual insurance holding company

10         to merge the membership interests of certain

11         mutual insurance companies into the mutual

12         insurance holding company under certain

13         circumstances; authorizing the Department of

14         Insurance to retain certain consultants for

15         merger evaluation purposes; requiring certain

16         companies to pay consultant costs; amending ss.

17         628.231 and 628.723, F.S.; authorizing

18         directors of domestic insurers and mutual

19         insurance holding companies to consider certain

20         factors while taking corporate action in

21         discharging their duties; amending s. 628.729,

22         F.S.; conforming a reference to a qualification

23         period; providing an effective date.

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