17B:18-60. Merger and consolidation of stock insurers
a. A domestic stock insurer may merge or consolidate with one or more domestic or foreign stock insurers in the following manner and subject to the following provisions.
b. (1) Mergers or consolidations may be initially proposed at any meeting of the board of directors of a domestic stock insurer by the affirmative vote of 2/3 of the total number of directors of the insurer, or at any meeting of the stockholders of the insurer by the affirmative vote of a majority of the total number of shares of stock outstanding and entitled to vote, provided the notice of such meeting shall set forth such proposal.
(2) The plan of merger or consolidation proposed as required by paragraph (1) of this subsection, shall be submitted to a meeting of the stockholders of record of each domestic stock insurer, and may become effective only if adopted at such meeting by the affirmative vote, in person or by proxy, of 2/3 of the total number of shares of stock outstanding and entitled to vote. The said meeting shall be held upon such reasonable notice as has been approved by the commissioner and the notice shall fully set forth the terms and conditions of the proposed plan and agreement of merger or consolidation.
c. No such merger or consolidation shall be effectuated unless in advance thereof the plan and agreement therefor have been filed with the commissioner and approved in writing by him after a hearing thereon. The commissioner shall give such approval within a reasonable time after such hearing unless he finds such plan or agreement:
(1) Is contrary to law; or
(2) Inequitable to the stockholders of any insurer involved; or
(3) Would substantially reduce the security of and service to be rendered to policyholders of the domestic insurer in this State or elsewhere.
(4) Involves the merger of a domestic insurer into a nonadmitted foreign insurer.
d. No director, officer, agent or employee of any insurer party to such merger or consolidation shall receive any fee, commission, compensation or other valuable consideration whatsoever for in any manner aiding, promoting or assisting therein except as set forth in such plan or agreement.
e. If the commissioner does not approve any such plan or agreement he shall so notify the insurer in writing specifying in detail his reasons therefor.
f. Any plan or proposal through which a stock insurer proposes to acquire a controlling stock interest in another stock insurer through an exchange of stock of the first insurer issued for the purpose is deemed to be a plan or proposal of merger of the second insurer into the first insurer for the purposes of this section and is subject to the applicable provisions hereof.
g. Upon such merger or consolidation all the rights, franchises, and interest of the insurers so merging or consolidating, in and to every species of property and things in action belonging to them, or either of them, shall be deemed to be transferred to and vested in the insurer resulting from such merger or consolidation, without any other deed or transfer, and the merged or consolidated insurer shall hold and enjoy the same to the same extent as if the merging or consolidating insurers, or either of them, had continued to retain their titles and transact business.
h. The insurer so formed by or resulting from such merger or consolidation may require the return of the original certificates of stock held by each stockholder in each of the insurers involved in such merger or consolidation, and may convert said certificates into new certificates for such number of shares of the merged or consolidated insurer as each stockholder is entitled to receive. Any stockholder refusing or neglecting to so convert his stock shall be governed by the provisions of New Jersey Business Corporation Act (N.J.S. 14A:1-1 et seq.), concerning nonconsenting stockholders with respect to consolidation or merger of private corporations.
L.1971, c. 144, s. 17B:18-60.