N.J. Admin. Code § 11:1-35.6

Current through Register Vol. 56, No. 21, November 4, 2024

Section 11:1-35.6 - Acquisition of control: statement filing; procedures

(a) A person required to file a statement pursuant to 17:27A-2 shall furnish the required information set forth in Exhibit A.

(b) The applicant shall advise the Commissioner within two business days of any changes in the facts or information submitted pursuant to (a) above arising subsequent to the date such information was furnished.

(c) If the person being acquired is deemed to be a "domestic insurer" solely because of the provisions of N.J.S.A. 17:27A-2a, the name of the domestic insurer on the cover page shall be indicated as follows:

1. "ABC Insurance Company, a subsidiary of XYZ Holding Company."

(d) Where a domestic insurer, as defined in N.J.S.A. 17:27A-2a, is being acquired, references to "the insurer" contained in Exhibit A shall refer to both the domestic subsidiary insurer and the person being acquired.

(e) The time frames for the hearing on the proposed acquisition as set forth in N.J.S.A. 17:27A-2d(2) shall not commence until all of the information required to be contained in an acquisition statement as set forth in 17:27A-2 and this subchapter has been received by the Commissioner.

(f) Upon the determination that all required information has been filed pursuant to (e) above, the acquiring party shall cause notice of the hearing to be published in not less than two newspapers of general circulation in this State. Such notice shall include, but not be limited to, the name of the acquiring party, the name of the insurer proposed to be acquired, and the time and place for the hearing. Such notice shall be published not later than seven days, nor earlier than 14 days, prior to the scheduled date of the hearing. Notice also shall be posted on the Department's website.

1. Unless a hearing with live testimony is determined to be necessary as set forth in (g) below, for purposes of this subsection, the scheduled date for a hearing on the papers shall be seven days after the publication of the notice referenced in (f) above.

(g) The hearing required pursuant to N.J.S.A. 17:27A-2d shall be on the documents filed. Notwithstanding the foregoing, the Department shall, however, conduct a public hearing with live testimony on a proposed acquisition at the request of a committee of the Legislature. In addition, the Department may conduct a public hearing with live testimony if it determines that such a hearing is in the interest of the policyholders of the insurer being acquired or of the public. In making that determination, the Department shall consider the following, whether:

1. The insurer being acquired has policyholders;

2. The applicant is not currently transacting insurance business in this State, either directly or through affiliates;

3. The insurer to be acquired has been found to be in a hazardous financial condition, is under administrative supervision pursuant to 17:51A-1 et seq., or is the subject of an order of rehabilitation pursuant to 17:30C-1 et seq., or 17B:32-31 et seq.;

4. The coverages or rates for the policyholders of the insurer to be acquired will change or the coverage currently provided will be terminated;

5. The applicant, insurer to be acquired, or an "interested party" as defined in (j) below, has requested a hearing; and

6. A hearing with live testimony is in the best interest of the policy holders of the insurer being acquired or of the public, based on the circumstances of a particular proposed acquisition.

(h) A verbatim transcript of a hearing, if a hearing with live testimony is held pursuant to (g) above shall be made, and the costs thereof shall be borne by the acquiring party. Copies of the transcript may be obtained directly from the stenographic service that created the transcript. In the alternative, a copy will be available for inspection at the Department's offices. Copies of the transcript shall not be made by the Department.

(i) Until the date notice of the hearing is published pursuant to (f) above, any information received pursuant to N.J.S.A. 17:27A-2b or this subchapter as part of an acquisition of control statement filing shall be confidential and shall not be subject to public inspection or copying pursuant to the Open Public Records Act, 47:1A-1 et seq.

(j) A person whose interest may be affected by the acquisition of control of the domestic insurer may apply to the Commissioner for leave to seek discovery and to examine and cross-examine witnesses at the hearing. For the purposes of this subsection, a person whose interest may be affected by the acquisition of control means a shareholder, policyholder, claimant or creditor who has an interest that is unique, that is, not already subsumed within the Department's statutory oversight role as contemplated by 17:27A-1 et seq. If the Commissioner finds the person has an interest as set forth in this subsection, the Commissioner shall notify the person and provide a copy of the "Form A" statement filing when it becomes public pursuant to (i) above.

1. All discovery shall be limited to a copy of the "Form A" statement filing, and any documents submitted as part of the filing prior to or during the hearing.

N.J. Admin. Code § 11:1-35.6

Amended by R.2001 d.75, effective 3/5/2001.
See: 32 N.J.R. 4184(a), 33 N.J.R. 794(a).
In (g), added the last two sentences; in (h), substituted "date notice" for "day" and inserted "is published pursuant to (f) above" following "the hearing"; and inserted (i).
Amended by R.2007 d.314, effective 10/15/2007.
See: 39 N.J.R. 1984(a), 39 N.J.R. 4405(a).
In (e), deleted "scheduling of the public" preceding "hearing"; in the introductory paragraph of (f), substituted "determination that all required information has been filed pursuant to (e) above" for "scheduling of the hearing" and inserted the last sentence; added (f)1; added new (g); recodified former (g) through (i) as (h) through (j); in (h), inserted, "if a hearing with live testimony is" and substituted "(g) above" for "N.J.S.A. 17:27A-2d"; in (i), substituted "Open Public Records Act" for "'Right to Know' law"; and in the introductory paragraph of (j), substituted "(i)" for "(h)".