Section 45-03-22-05 - Stock hearing The commissioner may hold a public hearing to consider an application for approval of a stock offering. Upon receipt of an application for approval of an offering that includes an initial stock offering, the commissioner may hold a public hearing at which all interested parties may appear and present evidence and argument regarding the applicant's planned offering. If a hearing is held, the commissioner must publish notice of the hearing in at least one newspaper of general circulation in the state. The applicant must provide its policyholders with notice of the hearing at least twenty, but not more than sixty, days prior to the hearing by regular mail. The notice must be approved by the commissioner. Following the hearing, the commissioner may approve, conditionally approve, or deny the application.
1. The commissioner must approve the offering if the applicant demonstrates clearly that: a. The offering complies with this chapter and other provisions of law; b. The method for establishing the price of the offering is consistent with generally accepted market or industry practices; and c. The plan and offering will not be unfair or contrary to the financial interests of the members of the mutual insurance holding company. 2. In determining whether the application and offering will not be unfair to or contrary to the financial interests of the members of the mutual insurance holding company, the commissioner may consider the following: a. Whether the offering will dilute a current member's interest; b. Whether the application provides a method whereby accumulated earnings, cash, or other nonoperating assets are distributed to or otherwise inure to the fair and equitable benefit of the eligible members, members, and new members; c. Whether the offering will create a class of security holders with interests adverse to those of the members; d. Whether the application and offering require a member to pay additional funds to keep a membership interest; e. Whether the application and offering create an opportunity for the officers or directors of the mutual insurance holding company, its subsidiaries, or affiliates to enrich themselves at the expense of members; f. Whether the offering will diminish a policyholder's contractual rights; and g. Such other factors that the commissioner may deem necessary. This section does not prohibit the filing of a registration statement with the securities and exchange commission. N.D. Admin Code 45-03-22-05
Effective February 1, 2000.General Authority: NDCC 28-32-02
Law Implemented: NDCC 26.1-12.1