                                 CODE OF VIRGINIA

ACQUISITION OF CONTROL OF INSURERS (§ 38.2-1323)

A. No person other than the issuer shall make a tender offer or a request or
invitation for tenders of, or enter into any agreement to exchange securities
for, seek to acquire, or acquire, in the open market or otherwise, any voting
security of a domestic insurer if, after the consummation thereof, such person
would, directly or indirectly (or by conversion or by exercise of any right to
acquire) be in control of the insurer. No person shall enter into an agreement
to merge with or otherwise to acquire control of a domestic insurer or any
person controlling a domestic insurer unless, at the time the offer, request, or
invitation is made or the agreement is entered into, or prior to the acquisition
of the securities if no offer or agreement is involved, such person has filed
with the Commission and has sent to the insurer a statement containing the
information required by this section and the offer, request, invitation,
agreement, or acquisition has been approved by the Commission pursuant to this
article.

B. If the merger or acquisition of an insurer not covered by subsection A causes
or tends to cause a substantial lessening of competition in any line of
insurance and such lessening of competition is detrimental to policyholders or
the public in general, then the Commission may suspend such insurer&#8217;s
license after giving the insurer 10 days&#8217; notice and the opportunity to be
heard.

C. Any notice issued pursuant to the provisions of subsection B shall be
accompanied by a request for such information as required by &#xA7; 38.2-1324.
Any hearing held pursuant to the provisions of this section shall begin, unless
waived by the insurer, within 40 days of the receipt by the Commission of all
material required by this subsection.

D. For purposes of this section, any controlling person of a domestic insurer
seeking to divest its controlling interest in the domestic insurer, in any
manner, shall file with the Commission, with a copy to the insurer, confidential
notice of its proposed divestiture at least 30 days prior to the cessation of
control. The Commission shall determine those instances in which the party or
parties seeking to divest or to acquire a controlling interest in an insurer
will be required to file for and obtain approval of the transaction. The
information shall remain confidential until the conclusion of the transaction
unless the Commission, in its discretion, determines that confidential treatment
will interfere with enforcement of this section. If the statement referred to in
subsection A is otherwise filed, this subsection shall not apply.

E. With respect to a transaction subject to this section, the acquiring person
may also be required to file a pre-acquisition notification as established by
the Commission.

F. For purposes of this section:
			&#8220;Domestic insurer&#8221; includes any person controlling a domestic
insurer unless the person, as determined by the Commission, is either directly
or through its affiliates primarily engaged in business other than the business
of insurance.
			&#8220;Person&#8221; does not include any securities broker holding, in the
usual and customary broker&#8217;s function, less than 20 percent of the voting
securities of an insurance company or of any person that controls an insurance
company.

HISTORY: 1977, c. 414, § 38.1-178.1:1; 1986, c. 562; 1992, c. 588; 1993, c.
158; 2014, c. 309.