N.J. Stat. tit. 17, ch. 27B

N.J. Stat. tit. 17, ch. 27B
in effect

N.J. Stat. § 17:27B-1 Definitions

As used in this act, (1) "Domestic insurer" means a stock insurance company organized under the laws of this State; (2) "Parent corporation" means a corporation organized for any purpose under any law of this State or any other jurisdiction, which owns directly or indirectly at least 95% of the aggregate issued and outstanding shares of all classes of voting stock of a domestic insurer; (3) "Subsidiary insurer" means a domestic insurer so owned by a parent corporation; and (4) "Commissioner" means the Commissioner of Insurance of New Jersey. L.1971, c. 132, s. 1, eff. May 6, 1971.

N.J. Stat. § 17:27B-2 Acquisition of minority interests

(1) Any parent corporation may, in the manner hereinafter prescribed, acquire all of the issued and outstanding shares of voting stock of its subsidiary insurer not owned by the parent corporation. (2) The method authorized by this act for acquiring shares of a subsidiary insurer is not exclusive, but is in addition to any other lawful method for the acquisition of such shares. L.1971, c. 132, s. 2, eff. May 6, 1971.

N.J. Stat. § 17:27B-3 Plan of acquisition

(1) The board of directors of the parent corporation which seeks to acquire the minority interests in its subsidiary insurer shall adopt a plan for such acquisition. (2) The plan of acquisition shall set forth: (a) The name of the subsidiary insurer; (b) The total number of issued and outstanding shares of each class of voting stock of the subsidiary insurer, the number of its shares owned by the parent corporation and, if either of the foregoing is subject to change prior to the effective date of acquisition, the manner in which any change may occur; (c) The terms and conditions of the plan, including the manner and basis of exchanging the shares to be acquired for shares or other securities of the parent corporation, for cash, other consideration, or any combination of the foregoing, the proposed effective date of acquisition, and a statement clearly describing the rights of shareholders dissenting from the plan; (d) If the parent corporation is not authorized to do business in this State, its consent to the enforcement against it in this State of the rights of shareholders pursuant to the plan or the rights of shareholders dissenting from the plan, and a designation of the commissioner as the agent upon whom process may be served against the parent corporation in any action or proceeding to enforce any such rights; and (e) Such other provisions with respect to the plan as the board of directors of the parent corporation deems necessary or desirable, or as the commissioner may prescribe. L.1971, c. 132, s. 3, eff. May 6, 1971.

N.J. Stat. § 17:27B-4 Submission of plan of acquisition to commissioner

(1) Upon adoption of the plan of acquisition, it shall be executed by the parent corporation under its corporate seal and submitted to the commissioner who shall, within 60 days from the date of such submission, endorse thereon his approval or disapproval and notify the parent corporation thereof. The commissioner in reviewing such plan of acquisition may employ such experts or consultants as he shall deem necessary. The reasonable costs of such experts and consultants are to be paid for by the parent corporation. (2) The commissioner shall approve the plan if he is satisfied that it complies with this act and is not inconsistent with law. If the commissioner disapproves the plan, he shall advise the parent corporation in writing of the reasons for such disapproval. No plan shall take effect unless the approval of the commissioner has been obtained. (3) The commissioner's disapproval of a plan of acquisition shall be subject to review, hearing and relief in the Superior Court in a proceeding in lieu of prerogative writ. L.1971, c. 132, s. 4, eff. May 6, 1971.

N.J. Stat. § 17:27B-5 Delivery of plan to minority shareholders; acquisition of shares

(1) If the commissioner approves the plan, the parent corporation shall deliver a copy of the plan or a summary thereof approved by the commissioner to each person who, as of the date of delivery, is a holder of record of stock to be acquired pursuant to the plan. Such delivery shall be made either in person or by depositing a copy of the plan or the approved summary in the United States mails, postage prepaid, addressed to the shareholder at his address of record. On or before the date of acquisition proposed in the plan, the parent corporation shall file with the commissioner a certificate executed by its president or vice president and attested by its secretary or assistant secretary under the seal of the parent corporation, attesting to compliance by the parent corporation with this subsection (1); (2) Upon compliance with the foregoing requirements, ownership of the shares to be acquired pursuant to the plan shall vest in the parent corporation on the date of acquisition proposed in the plan, whether or not the certificates for such shares have been surrendered for exchange, and the parent corporation shall be entitled to have new certificates therefor registered in its name. Shareholders whose shares have been so acquired shall thereafter retain only the right either to receive the consideration to be paid in exchange for their shares pursuant to the plan or to dissent from the plan and receive the fair value of their shares as hereinafter provided. L.1971, c. 132, s. 5, eff. May 6, 1971.

N.J. Stat. § 17:27B-6 Rights of dissenting shareholders

(1) Within 30 days after delivery of the plan or a summary thereof pursuant to subsection (1) of section 5, any shareholder of the subsidiary insurer to whom the parent corporation was required to make such delivery may give to the parent corporation written notice of his dissent from the plan and of his demand for payment of the fair value of his shares. (2) Upon giving such notice, the dissenting shareholder shall cease to have any rights of a shareholder, except the right to be paid the fair value of his shares, determined as of the day prior to the day on which the plan of acquisition was adopted by the parent corporation and excluding any appreciation or depreciation resulting from such action. Such determination of fair value shall be made in accordance with the provisions of sections 14A:11-6 through 14A:11-10 of the New Jersey Business Corporation Act, all references therein to a demand pursuant to subsections 14A:11-2(3), 14A:11-2(4) or 14A:11-2(5) being deemed for such purpose to include a notice of dissent and demand made pursuant to subsection (1) of this section 6. (3) Not later than 20 days after giving notice of his dissent and demand for payment as aforesaid, each dissenting shareholder shall submit the certificate or certificates representing his shares to the parent corporation for notation as provided in subsection 14A:11-2(6) of the New Jersey Business Corporation Act, the effect of which notation shall be as specified in said subsection. L.1971, c. 132, s. 6, eff. May 6, 1971.
Source: Open US Law by Vaquill AI (CC BY 4.0)URL: https://www.njleg.state.nj.us/legislative-activity/statutesFetched: 10/17/2026