604                              LAWS OF MARYLAND                     [CH. 173

(2)    acquisition of control of an insurer would substantially
lessen competition or create a monopoly in the insurance business
in this state;

(3)    an insurer which is part of a holding company system is
caused to enter into transactions or relationships with affiliated
companies on terms which are not fair and reasonable; or

(4) an insurer pays dividends to shareholders STOCKHOLDERS
which jeopardize the financial condition of such insurers.

(b) It is hereby declared that the policies and purposes of this
subtitle but not in limitation are to promote the public interest by:

(1)    requiring disclosure by acquiring or merging companies;

(2)    requiring disclosure by insurers of material transactions
and relationships between the insurer and its affiliates, including
dividends to shareholders STOCKHOLDERS paid by insurers;

(3)    requiring disclosure of pertinent information relating to
changes in control of insurers; and

(4)    invoking penalties for failure to disclose and providing for
the opportunity to disapprove of certain transactions.

492.

As used in this subtitle, the following terms shall have the respec-
tive meanings hereinafter set forth unless the context shall other-
wise require:

(a)    An "affiliate" is a person that directly, or indirectly through
one or more intermediaries, controls, or is controlled by, or is under
the common control of WITH another person.

(b)    "Company" means any corporation, partnership, trust,
reciprocal, joint stock company, association, society or similar or-
ganization.

(c)    "Control" (including the terms "controlling" "controlled
by" and "under common control with") means the possession, direct
or indirect, of the power to direct or cause the direction of the man-
agement and policies of a person, whether through the ownership
of voting securities, through the ownership of securities convertible
into voting securities, by contract other than a commercial contract
for goods or non-management services, or otherwise. Control shall
be presumed to exist if any person, directly or indirectly, owns, con-
trols, holds with the power to vote, or holds proxies, representing
fifteen per cent (15%) or more of the voting securities of any other
person; provided however, that such control shall not be presumed
to exist where proxies have been obtained by an official of such per-

son solely in connection with voting at an annual or other regular

ANY meeting of the owners of such person. This presumption may be
reb