New Jersey Administrative Code

No person making a solicitation which is subject to this subchapter shall solicit any undated or postdated proxy or any proxy which provides that it shall be deemed to be dated as of any date subsequent to the date on which it is signed by the stockholder. Notes N.J. Admin. Code …

(a) The proxy statement shall state whether or not the person giving the proxy has the power to revoke it. (b) If the right of revocation before the proxy is exercised is limited or is subject to compliance with any formal procedure, the proxy statement shall briefly describe suc…

(a) If action is to be taken with respect to any bonus, profit sharing, or other remuneration plan, the insurer shall furnish the following information: 1. A brief description of the material features of the plan; 2. Each class of persons who will participate therein and the appr…

(a) If action is to be taken with respect to any pension or retirement plan of the insurer, the proxy statement shall furnish the following information: 1. A brief description of the material features of the plan; 2. Each class of persons who will participate therein; 3. The appr…

(a) If action is to be taken with respect to the granting or extension of any options, warrants or rights (all referred to herein as "warrants") to purchase stock of the insurer or of any subsidiary or affiliate, other than warrants issued to all stockholders on a pro rata basis,…

(a) If action is to be taken with respect to the authorization or issuance of any stock of the insurer, the proxy statement shall furnish the title, amount and description of the stock to be authorized or issued. (b) If the shares of stock are other than additional shares of comm…

(a) If action is to be taken with respect to a merger, consolidation, acquisition, or similar matter, the proxy statement shall furnish, in brief outline, the following information: 1. The rights of appraisal or similar rights of dissenters with respect to any matters to be acted…

(a) If action is to be taken with respect to the restatement of any asset, capital, or surplus of the insurer, the proxy statement shall furnish the following information: 1. The nature of the restatement; 2. The date as of which it is to be effective; 3. The reasons for the rest…

(a) If action is to be taken with respect to any matter which is not required to be submitted to a vote of stockholders, the proxy statement shall state: 1. The nature of such matter; 2. The reason for submitting it to a vote of stockholders; and 3. That action which is intended …

If action is to be taken with respect to any amendment of the insurer's charter, bylaws or other documents as to which information is not required above, the proxy statement shall state briefly the reasons for and general effect of such amendment, and the vote needed for its appr…

(a) The proxy statement shall outline briefly the rights of appraisal or similar rights of dissenting stockholders with respect to any matter to be acted upon and indicate any statutory procedure required to be followed by such stockholders in order to perfect their rights. (b) W…

(a) If the solicitation is made by the management of the insurer, the proxy statement shall so state. (b) The proxy statement shall state the name of any director of the insurer who has informed the management in writing that he intends to oppose any action intended to be taken b…

(a) If the solicitation is made other than by the management of the insurer, the proxy statement shall state:1. The names and addresses of the persons by whom and on whose behalf it is made; and 2. The names and addresses of the persons by whom the cost of solicitation has been o…

(a) If the solicitation is to be made by specially engaged employees or paid solicitors, the proxy statement shall state: 1. The material features of any contract or arrangement for such solicitation and identify the parties; and 2. The cost or anticipated cost thereof. Notes N.J…

The proxy statement shall describe briefly any substantial interest, direct or indirect, by stockholdings or otherwise, of any director, nominee for election for director, officer and, if the solicitation is made other than on behalf of management, each person on whose behalf the…

(a) As to each class of voting stock of the insurer entitled to be voted at the meeting, the proxy statement shall state:1. The number of shares outstanding; and 2. The number of votes to which each class is entitled. (b) The proxy statement shall give the date as of which the re…

(a) If action is to be taken with respect to the election of directors, the proxy statement shall furnish the following information (in tabular form to the extent practicable) with respect to each person nominated for election as a director and with respect to every other person …

(a) The proxy statement shall furnish the information reported or required in item 1 of Schedule SIS under the heading "Information regarding management and directors" if action is to be taken with respect to: 1. The election of directors; 2. Any remuneration plan, contract or ar…

(a) Statements filed by or on behalf of a participant (other than the insurer) in a proxy solicitation in an election contest shall include the following information: 1. The name and address of the insurer. 2. The participant's name and business address. 3. The participant's pres…

The following words and terms, when used in this subchapter, shall have the following meanings, unless the context clearly indicates otherwise. "Act" means N.J.S.A. 17:17B-1 et seq. "Class" includes all securities of an insurer which are of substantially similar character, and th…

(a) Any acquisition of securities shall be exempt from N.J.S.A. 17:17B-1 where: 1. The person effecting the acquisition does not within six months thereafter effect any disposition, other than by way of gift, of securities of the same class; and 2. The person effecting such acqui…

Any transaction which has been or shall be exempted from the requirements of N.J.S.A. 17:17B-1 shall, insofar as it is otherwise subject to the provisions of N.J.S.A. 17:17B-2 be likewise exempted from N.J.S.A. 17:17B-2. Notes N.J. Admin. Code § 11:2-9.11 Amended by R.1996 d.3, e…

(a) Any transaction of purchase and sale, or sale and purchase, of a security which is effected in connection with the distribution of a substantial block of securities shall be exempt from the provisions of N.J.S.A. 17:17B-2, to the extent specified in this subsection as not com…

(a) Any acquisition of shares of stock (other than stock acquired upon the exercise of an option, warrant or right) pursuant to a stock bonus, profit sharing, retirement, incentive, thrift, savings or similar plan; or any acquisition of a qualified or a restricted stock option pu…

(a) Any acquisition of an equity security (other than a convertible security or right to purchase a security) by a director or officer of the insurer issuing such security shall be exempt from the operation of N.J.S.A. 17:17B-2 upon condition that: 1. The equity security is acqui…

(a) To the extent specified in (b) below, the Commissioner hereby exempts as not comprehended within the purposes of N.J.S.A. 17:17B-2 any transaction or transactions involving the purchase and sale, or sale and purchase, of any equity security where such purchase is pursuant to …

(a) The following transactions shall be exempt from the provisions of N.J.S.A. 17:17B-2 as not comprehended within the purpose of that section: 1. The acquisition of a security of an insurer, pursuant to a merger or consolidation, in exchange for a security of a company which, pr…

(a) Where a person receives shares of stock of a class having general voting power from an insurer, upon the person's surrender of an equal number of shares of stock of the insurer of a class which does not have general voting power, pursuant to provisions of the insurer's certif…

(a) Any acquisition or disposition of securities made in an exchange of shares of a class (or series thereof) of stock of an insurer for an equivalent number of shares of another class (or series thereof) of stock of the same insurer, pursuant to a right of conversion under the t…

Any security shall be exempt from the operation of N.J.S.A. 17:17B-3 to the extent necessary to render lawful under that section the execution by a broker of an order for an account in which he or she has no direct or indirect interest. Notes N.J. Admin. Code § 11:2-9.19 Amended …

With respect to the equity securities of the insurer, any acquisition or disposition of any equity security by a director or officer of the insurer within six months prior to the date on which the Act shall first become applicable shall not be subject to the operation of N.J.S.A.…

(a) Any security shall be exempt from the operation of N.J.S.A. 17:17B-3 to the extent necessary to render lawful under such section any sale made by or on behalf of a dealer in connection with a distribution of a substantial block of securities, upon the following conditions: 1.…

(a) Whenever any person is entitled, as an incident to his ownership of an issued security and without the payment of consideration, to receive another security "when issued" or "when distributed", the security to be acquired shall be exempt from the operation of N.J.S.A. 17:17B-…

It shall be unlawful for any director or officer of an insurer to effect any foreign or domestic arbitrage transaction in any equity security of such insurer, unless he shall include such transaction in the statements required by N.J.S.A. 17:17B-1, and shall account to such insur…

(a) A statement on this form is required to be filed by every person who is directly or indirectly the beneficial owner of more than ten per cent of any class of any equity security of a New Jersey stock insurance company, or who is a director or an officer of such a company. (b)…

For copies of Form A, write to the New Jersey Department of Banking and Insurance, PO Box 325, Trenton, New Jersey 08625-0325. Notes N.J. Admin. Code § 11:2-9.24 Amended by R.1991 d.4, effective 1/7/1991. See: 22 N.J.R. 1673(a), 23 N.J.R. 103(a). Corrected address. Amended by R.2…

(a) Statements on this form are required to be filed by every person who, at any time during any calendar month, was directly or indirectly the beneficial owner of more than ten per cent of any class of equity security of a New Jersey stock insurance company, or a director or off…

For copies of Form B, write to the Department of Banking and Insurance, PO Box 325, Trenton, New Jersey 08625-0325. Notes N.J. Admin. Code § 11:2-9.26 Amended by R.1991 d.4, effective 1/7/1991. See: 22 N.J.R. 1673(a), 23 N.J.R. 103(a). Corrected address. Amended by R.2001 d.6, ef…

(a) Initial statements of beneficial ownership of equity securities required by N.J.S.A. 17:17B-1 shall be filed on Form A. (b) Statements of changes in such beneficial ownership required by N.J.S.A. 17:17B-1 shall be filed on Form B. (c) All such statements shall be prepared and…

(a) In determining, for the purpose of N.J.S.A. 17:17B-1, whether a person is the beneficial owner, directly or indirectly, of more than 10 percent of any class of any equity security (except voting trust certificates or certificates of deposit for equity securities), such class …

Any person filing a statement may expressly declare therein that the filing of such statement shall not be construed as an admission that such person is, for the purpose of the Act, the beneficial owner of any equity securities covered by the statement. Notes N.J. Admin. Code § 1…

(a) During the period of 12 months following their appointment and qualification, securities held by the following persons shall be exempt from N.J.S.A. 17:17B-1 and 17:17B-2: 1. Executors or administrators of the estate of a decedent; 2. Guardians or committees for an incompeten…

Securities purchased or sold by an odd-lot dealer (1) in odd lots so far as reasonably necessary to carry on odd-lot transactions or (2) in round lots to offset odd-lot transactions previously or simultaneously executed or reasonably anticipated in the usual course of business, s…

(a) The acquisition or disposition of any transferable option, put, call, spread or straddle shall be deemed such a change in the beneficial ownership of the security to which such privilege relates as to require the filing of a statement reflecting the acquisition or disposition…

(a) Beneficial ownership of a security for the purpose of N.J.S.A. 17:17B-1 shall include: 1. The ownership of securities as a trustee where either the trustee or members of his immediate family have a vested interest in the income or corpus of the trust; 2. The ownership of a ve…

(a) This chapter implements provisions of P.L. 1992, c.161 (N.J.S.A. 17B:27A-2 et seq.), the Individual Health Insurance Reform Act, as amended. This chapter establishes procedures and standards for carriers to meet their obligations under N.J.S.A. 17B:27A-2 et seq., and establis…

Words and terms contained in the Act, when used in this chapter, shall have the meanings as defined in the Act, unless the context clearly indicates otherwise, or as such words and terms are further defined by this chapter. "Act" means the New Jersey Individual Health Insurance R…

(a) All coverage under individual health benefits plans delivered or issued for delivery with an effective date of August 1, 1993 or thereafter shall comply with this chapter. (b) Health benefits plans not subject to the Act shall remain subject to the full review and approval of…

All health benefits plans delivered or issued for delivery in New Jersey, as defined by this subchapter, shall be subject to the New Jersey Individual Health Insurance Reform Act, as well as all relevant statutes and rules of New Jersey not inconsistent with, amended or repealed …

Notes N.J. Admin. Code § 11:20-1.5 Amended by R.1998 d.443, effective 8/7/1998. See: 30 New Jersey Register 2581(a), 30 New Jersey Register 3289(a). Inserted "plans" following "health benefits". Repealed by R.2006 d.15, effective 1/3/2006. See: 37 New Jersey Register 2994(a), 38 …