La. Admin. Code tit. 37 § XIII-7121

Current through Register Vol. 50, No. 9, September 20, 2024

Section XIII-7121 - Special Provisions Applicable to Election Contest

A. Applicability. This Section shall apply to any solicitation subject to this regulation by any person or group for the purpose of opposing a solicitation subject to this regulation by any other person or group with respect to the election or removal of directors at any annual or special meeting of security holders.

B. Participant or Participant in a Solicitation

1. For purposes of this Section the terms participant and participant in a solicitation include:

a. the insurer;

b. any director of the insurer, and any nominee for whose election as a director proxies are solicited;

c. any other person, acting alone or with one or more other persons, committees or groups, in organizing, directing or financing the solicitation.

2. For the purposes of §7121 the terms participant and participant in a solicitation do not include:

a. a bank, broker or dealer who, in the ordinary course of business, lends money or executes orders for the purchase or sale of equity security and who is not otherwise a participant;

b. any person or organization retained or employed by a participant to solicit security holders or any person who merely transmits proxy soliciting materials or performs ministerial or clerical duties;

c. any person employed in the capacity of attorney, accountant, or advertising, public relations or financial adviser, and whose activities are limited to the performance of his duties in the course of such employment;

d. any person regularly employed as an officer or employee of the insurer or any of its subsidiaries or affiliates who is not otherwise a participant; or

e. any officer or director of, or any person regularly employed by any other participant, if such officer, director, or employee is not otherwise a participant.

C. Filing of Information Required by §7125, Schedule B

1. No solicitation subject to §7121 shall be made by any person other than the management of an insurer unless at least five business days prior thereto, or such shorter period as the commissioner may authorize upon a showing of good cause therefor, there has been filed, with the commissioner by or on behalf of each participant in such solicitation, a statement, in duplicate, containing the information specified by §7125, Schedule B, and a copy of any material proposed to be distributed to security holders in furtherance of such solicitation. Where preliminary copies of any materials are filed, distribution to security holders should be deferred until the commissioner's comments have been received and complied with.

2. Within five business days after a solicitation subject to §7121 is made by the management of an insurer, or such longer period as the commissioner may authorize upon a showing of good cause therefor, there shall be filed with the commissioner by or on behalf of each participant in such solicitation, other than the insurer, and by or on behalf of each management nominee for director, a statement, in duplicate, containing the information specified by §7125, Schedule B.

3. If any solicitation on behalf of management or any other person has been made, or if proxy material is ready for distribution, prior to a solicitation subject to §7121 in opposition thereto, a statement, in duplicate, containing the information specified in §7125, Schedule B shall be filed with the commissioner by or on behalf of each participant in such prior solicitation, other than the insurer, as soon as reasonably practicable after the commencement of the solicitation in opposition thereto.

4. If, subsequent to the filing of the statements required by §7121. C 1, 2, and 3, additional persons become participants in a solicitation subject to this rule, there shall be filed with the commissioner by or on behalf of each such person, a statement, in duplicate, containing the information specified by §7125, Schedule B, within three business days after such person becomes a participant, or such longer period as the department may authorize upon a showing of good cause therefor.

5. If any material change occurs in the facts reported in any statement filed by or on behalf of any participant, an appropriate amendment to such statement shall be filed promptly with the commissioner.

6. Each statement and amendment thereto filed pursuant to §7121. C.6 shall be part of the public files of the commissioner.

D. Solicitations Prior to Furnishing Required Written Proxy Statement

1. Notwithstanding the provisions of §7109 A, a solicitation subject to §7121 may be made prior to furnishing security holders a written proxy statement containing the information specified in §7123, Schedule A with respect to such solicitation, provided that:

a. the statements required by §7121. C are filed by or on behalf of each participant in such solicitation;

b. no form of proxy is furnished to security holders prior to the time the written proxy statement required by §7109. A is furnished to such persons; provided, however, that §7121. D.1.b shall not apply where a proxy statement then meeting the requirements of §7123, Schedule A has been furnished to security holders;

c. at least the information specified in §7121. C.2 of the statements required by §7121. C to be filed by each participant, or an appropriate summary thereof, are included in each communication sent or given to security holders in connection with the solicitation;

d. a written proxy statement containing the information specified in §7123, Schedule A with respect to a solicitation is sent or given security holders at the earliest practicable date.

E. Solicitations Prior to Furnishing Required Written Proxy Statement-Filing Requirements

1. Two copies of any soliciting material proposed to be sent or given to security holders prior to the furnishing of the written proxy statement required by §7109. A shall be filed with the commissioner in preliminary form at least five business days prior to the date definitive copies of such material are first sent or given to such persons, or shorter period as the commissioner may authorize upon a showing of good cause therefor.

F. Application of §7121 to Report

1. Notwithstanding the provisions of §7109. B and C, two copies of any portion of the report referred to in §7109. B which comments upon or refers to any solicitation subject to §7121, or to any participant in any such solicitation, other than the solicitation by the management, shall be filed with the commissioner as proxy material subject to this regulation. Such portion of the report shall be filed with the commissioner in preliminary form at least five business days prior to the date copies of the report are first sent or given to security holders.

La. Admin. Code tit. 37, § XIII-7121

Promulgated by the Department of Insurance, Commissioner of Insurance, March 17, 1965.

AUTHORITY NOTE: Promulgated in accordance with R.S. 22:1525 and 22:1533.