PARRIS N. GLENDENING, Governor

Ch. 36

(5)     IT WOULD NOT BE IN THE INTEREST OF POLICYHOLDERS,
SHAREHOLDERS, OR THE PUBLIC TO ALLOW THE ACQUIRING PERSON TO CONTROL
THE DOMESTIC INSURER BASED ON THE COMPETENCE, EXPERIENCE, AND
INTEGRITY OF THE PERSONS THAT WOULD CONTROL THE OPERATIONS OF THE
DOMESTIC INSURER;

(6)     ANY PARTY TO AN AGREEMENT TO MERGE WITH A DOMESTIC
INSURER IS NOT ITSELF AN INSURER; OR

(7)     THE INTERESTS OF THE DOMESTIC INSURER'S POLICYHOLDERS AND
STOCKHOLDERS MIGHT OTHERWISE BE PREJUDICED, IMPAIRED, OR NOT PROPERLY
PROTECTED.

(C) DISAPPROVAL BASED ON COMPETITION IN INSURANCE.

IN DISAPPROVING A TRANSACTION BASED ON A FINDING UNDER SUBSECTION
(B)(2) OF THIS SECTION:

(1)     THE COMMISSIONER MAY NOT DISAPPROVE A TRANSACTION
SUBJECT TO THIS SUBTITLE IF THE COMMISSIONER FINDS THAT ANY OF THE
SITUATIONS MEETING THE CRITERIA OF § 7-405(B) OF THIS TITLE EXIST;

(2)     THE COMMISSIONER MAY CONDITION THE APPROVAL OF A
TRANSACTION SUBJECT TO THIS SUBTITLE ON THE REMOVAL OF THE BASIS OF
DISAPPROVAL UNDER SUBSECTION (B)(2) OF THIS SECTION WITHIN A SPECIFIED
PERIOD OF TIME; AND

(3)     THE DISAPPROVAL IS SUBJECT TO § 7-405(C) OF THIS TITLE AND THE
INFORMATIONAL REQUIREMENTS UNDER § 7-403(C) OF THIS TITLE.

REVISOR'S NOTE: This section is new language derived without substantive
change from former Art. 48A, § 494(a)(3) and (e).

Throughout this section, the phrase "transaction subject to this subtitle" is
substituted for former references to "purchases, exchanges, mergers or other
acquisitions of control" and "merger or other acquisition" in light of § 7-301
of this subtitle.

In subsection (a) of this section, the former power of the Commissioner to
"approve the transaction at any time" during the review period is deleted as
implicit.

In subsection (b) of this section, the introductory phrase "[s]ubject to
subsection (c) of this section" is added for clarity.

In subsection (b)(1) of this section, the phrase "after the transaction" is
substituted for the former phrase "after the change of control... referred to in
subsection (a) of this section" for clarity and consistency.

Also in subsection (b)(1) of this section, the term "certificate of authority" is
substituted for the former term "license" to conform to terminology used
throughout this article.

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