Section 732.537 - Application of ORS 732.527, 732.539, 732.542 and 732.544 to change of control of insurer; exemptions(1) As used in subsection (3)(d) of this section, "market" means the direct written insurance premium for a line of business in this state that an insurer authorized to transact insurance in this state claims in the annual financial statement the insurer files under ORS 731.574.(2) Except as provided in subsection (3) of this section, ORS 732.527, 732.539, 732.542 and 732.544 apply to an acquisition in which a change of control occurs in an insurer that is authorized to transact insurance in this state.(3) ORS 732.527, 732.539, 732.542 and 732.544do not apply to:(a) A person's purchase of an insurer's securities solely for investment purposes, provided that the person does not use the person's ownership of the securities to cause or attempt to cause an action, or to vote to take an action, that would cause a substantial decrease in competition in an insurance market in this state. If a presumption arises that a person controls the insurer by reason of the person's purchase of securities, the person's purchase of the securities is not solely for investment purposes unless the chief insurance regulatory official in the state in which the person is domiciled accepts a disclaimer of control from the person or the regulatory official affirmatively finds that the person does not control the insurer. The person or the regulatory official must communicate the disclaimer or the finding to the Director of the Department of Consumer and Business Services.(b) A person's acquisition of another person, if both the person that is acquiring the other person and the person that is subject to the acquisition are not engaged primarily in transacting insurance, either directly or through an affiliate. An exemption under this subsection from the application of ORS 732.527, 732.539, 732.542 and 732.544 is effective only if the person that is acquiring the other person notifies the director in accordance with ORS 732.539 not less than 30 days before the date on which the acquisition would be completed. The requirement to notify the director does not apply if an exclusion set forth in paragraph (a), (c), (d), (e) or (f) of this subsection applies to the acquisition.(c) An acquisition in which a person acquires another person with which the person is already affiliated.(d) An acquisition that, immediately after completion, would meet any of these conditions: (A) The combined market share held by an insurer that is acquiring another insurer and the insurer that is subject to the acquisition does not exceed five percent of the total market share in any market;(B) The market share in any market does not increase for either an insurer that is acquiring another insurer or the insurer that is subject to the acquisition; or(C) The combined market share held by an insurer that is acquiring another insurer and the insurer that is subject to the acquisition does not:(i) Exceed 12 percent of the total market share in any market; or(ii) Increase by more than two percent of the total market share in any market.(e) An acquisition for which an insurer that is acquiring another insurer must notify the director in accordance with ORS 732.539 solely because of the effect the acquisition would have on the ocean marine line of business.(f)(A) An acquisition of an insurer for which the chief insurance regulatory officer of the state in which the insurer is domiciled finds that:(i) The insurer is in failing condition;(ii) No feasible alternative exists for improving the insurer's condition; and(iii) The public benefit that would arise from improving the insurer's condition by means of the acquisition outweigh the detriment that may result from diminishing competition among insurers; and(B) For an exemption under this paragraph to apply, the chief insurance regulatory officer of the state in which the insurer is domiciled must communicate the regulatory officer's findings to the director.