611.72 Merger or other acquisition of control of a plan for acquisition of control if the proposed merger is with, or stock insurance corporation. (1) GENERAL. Subject to the proposed acquirer is, an affiliate of the insurer and the prothis section, the applicable provisions of ch. 180 apply to the posed merger or other acquisition of control does not change the merger of a domestic stock insurance corporation or its parent in- controlling person of the insurer. surance holding corporation, except that papers required by those (4) PLANS OF EXCHANGE. Any domestic stock insurance corsections to be filed with the department of financial institutions poration may adopt a plan of exchange of all the outstanding shall instead be filed with the commissioner. shares of its shareholders under which another stock insurance (2) APPROVAL REQUIRED. No proposed plan of merger or corporation, which acquires the shares, shall as consideration other plan for acquisition of control of any domestic stock insur- transfer its own shares or other securities issued by it or pay cash ance corporation or its parent insurance holding corporation par- or other consideration, or pay or provide any combination of the ticipating in the transaction may be executed unless it has been foregoing types of consideration. The procedure for the adoption and approval of a plan of exchange and the rights of shareholders approved by the commissioner. (3) GROUNDS FOR DISAPPROVAL. (am) The commissioner of the participating corporations shall be the same as for a merger shall approve the plan if the commissioner finds, after a hearing, under subs. (2) and (3). History: 1971 c. 260; 1973 c. 184; 1979 c. 94; 1989 a. 303; 1995 a. 27; 1999 a. unless a hearing is not required under sub. (3m), that it would not 30; 2001 a. 44; 2003 a. 321; 2007 a. 170; 2013 a. 279; 2021 a. 258. violate the law or be contrary to the interests of the insureds of any participating domestic corporation or of the Wisconsin in- 611.73 Merger of mutuals. (1) AUTHORIZATION, DOMESsureds of any participating nondomestic corporation and that: TIC CORPORATIONS. (a) In general. Any 2 or more domestic mu1. After the change of control, the domestic stock insurance tuals may merge under the procedures of this section and ss. corporation or any domestic stock insurance corporation con- 181.1101 to 181.11055, except that papers required by those sectrolled by the insurance holding corporation would be able to sat- tions to be filed with the department of financial institutions shall isfy the requirements for the issuance of a license to write the line instead be filed with the commissioner. or lines of insurance for which it is presently licensed; (b) Plan of merger and board resolution. The board of direc2. The effect of the merger or other acquisition of control tors of each mutual shall, by resolution adopted by each such would not be to create a monopoly or substantially to lessen com- board, approve a plan of merger that includes all of the following: petition in insurance in this state; 1. The names of the mutuals proposing to merge and the 3. The financial condition of any acquiring party is not likely name of the surviving mutual into which they propose to merge. to jeopardize the financial stability of the domestic stock insur2. The terms and conditions of the proposed merger. ance corporation or its parent insurance holding corporation, or 3. The respective interests and rights of the members of the prejudice the interests of its Wisconsin policyholders; merging mutuals in the surviving mutual. 4. The plans or proposals which the acquiring party has to 4. Any change in the articles of incorporation of the survivliquidate the domestic stock insurance corporation or its parent ing mutual to be effected by the merger. insurance holding corporation, sell its assets, merge it with any 5. Other provisions with respect to the proposed merger that person or make any other material change in its business or corare considered necessary and desirable. porate structure or management, are fair and reasonable to policy(c) Approval of merger. A plan of merger may be adopted holders of the domestic stock insurance corporation or in the pubonly in the following manner: lic interest; and 1. If the articles of incorporation or bylaws of a merging mu5. The competence and integrity of those persons who would control the operation of the domestic stock insurance corporation tual give members the right to vote on the merger, the board of dior its parent insurance holding corporation are such that it would rectors of the mutual shall adopt a resolution approving the probe in the interest of the policyholders of the corporation and of posed plan and directing that it be submitted to a vote at a meeting of members, which may be either an annual or a special meeting. the public to permit the merger or acquisition of control. (bm) 1. If the proposed merger or other acquisition of control Written notice setting forth the proposed plan or summary of the will require the approval of more than one commissioner, the plan shall be given to each member entitled to vote at the meeting hearing under par. (am) may be held on a consolidated basis upon within the time and in the manner provided in this chapter for the the request of a person filing a statement with the commissioner giving of notice of meetings of members. The proposed plan of insurance of this state under s. Ins 40.02 (2), Wis. Adm. Code, shall be adopted by at least two-thirds of the votes entitled to be which request must be made when the statement is filed. That cast by the members present or represented by proxy at the person shall file a copy of the statement under s. Ins 40.02 (2), meeting. 2. If the articles of incorporation or bylaws of any merging Wis. Adm. Code, with the National Association of Insurance Commissioners within 5 days after making the request for a con- mutual do not give the members the right to vote on the merger, a solidated hearing. A hearing conducted on a consolidated basis plan of merger shall be adopted at a meeting of the board of direcshall be public and held within the United States before the com- tors of each mutual by at least a majority of the directors in office. (d) Abandonment of merger. After approval under par. (c) and missioners of the states in which the insurers involved in the merger or other acquisition of control are domiciled. The com- prior to the filing of the articles of merger, the merger may be Updated 23-24 Wis. Stats. DOMESTIC STOCK AND MUTUAL INSURANCE CORPORATIONS
abandoned pursuant to the provisions for abandonment, if any, set forth in the plan of merger. (2) AUTHORIZATION, DOMESTIC AND FOREIGN CORPORATIONS. (a) In general. Any 2 or more domestic and foreign mutuals may merge if the merger is permitted by the laws of the state in which the foreign mutuals are organized. Each domestic mutual shall comply with the provisions of this section with respect to the merger of domestic corporations and each foreign mutual shall comply with the applicable provisions of the laws of the state under which it is organized. (b) Effect of merger. The effect of a merger under this subsection is the same as in the case of the merger of domestic mutuals, if the surviving mutual is to be governed by the laws of this state. If the surviving mutual is to be governed by the laws of a state other than this state, the effect of the merger is the same as in the case of the merger of domestic mutuals except as provided by the laws of that other state. (3) APPROVAL BY THE COMMISSIONER. (a) The plan of merger shall be submitted to the commissioner for his or her approval after any necessary action by the boards and before any necessary action by the policyholders. The commissioner shall approve the plan unless he or she finds, after a hearing, that the proposed merger would be contrary to the law or to the interests of the insureds of any participating domestic corporation or the Wisconsin insureds of any participating nondomestic corporation. (b) 1. If the proposed merger of 2 or more domestic and foreign mutuals will require the approval of more than one commissioner, the hearing under par. (a) may be held on a consolidated basis upon the request of a person filing with the commissioner of insurance of this state the plan of merger under par. (a) and the statement under s. Ins 40.02 (2), Wis. Adm. Code. The person must request a consolidated hearing when the plan of merger and statement are filed. That person shall file copies of the plan of merger and the statement under s. Ins 40.02 (2), Wis. Adm. Code, with the National Association of Insurance Commissioners within 5 days after making the request for a consolidated hearing. A hearing conducted on a consolidated basis shall be public and held within the United States before the commissioners of the states in which the insurers involved in the merger are domiciled. The commissioners may hear and receive evidence. A commissioner may attend the hearing in person or by telecommunication. 2. The commissioner of insurance of this state may opt out of a consolidated hearing, and shall provide notice to the person requesting the consolidated hearing of the opt out within 10 days after the commissioner receives the plan of merger under par. (a) and the statement under s. Ins 40.02 (2), Wis. Adm. Code. (4) VOTING BY POLICYHOLDERS. The commissioner may order that the plan submitted to him or her under sub. (3) (a) be amended to provide for voting by policyholders of any mutual involved. History: 1971 c. 260; 1973 c. 184; 1979 c. 102 ss. 105, 236 (20); 1995 a. 27; 1997 a. 79; 2013 a. 279; 2021 a. 258.