Md. Code, Insurance, Title 7

in effect

Md. Code, Insurance § 7-101

(a) In this title the following words have the meanings indicated. (b) “Affiliate” means a person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with another person. (c) “Control”, “controlling”, “controlled by”, or “under common control with” means the direct or indirect possession of the power to direct or cause the direction of the management and policies of a person, through ownership of voting securities or of securities convertible into voting securities, by contract other than a commercial contract for goods or nonmanagement services, or otherwise, whether or not the power is exercised or sought to be exercised unless the power is the result of an official position with or corporate office held by the person. (d) (1) “Enterprise risk” means any activity, circumstance, event, or series of events involving one or more affiliates of an insurer that, if not remedied promptly, is likely to have a material adverse effect on the financial condition or liquidity of the insurer or its insurance holding company system as a whole. (2) “Enterprise risk” includes anything that would: (i) cause the insurer’s risk based capital to fall to or below a company action level under Title 4, Subtitle 3 of this article; or (ii) cause the insurer to be in a hazardous financial condition under § 9–102 of this article. (e) “Group capital calculation instructions” means the group capital calculation instructions adopted by the NAIC, as amended from time to time. (f) “Insurance holding company” means a person that directly or indirectly controls an insurer or controls a person that controls an insurer. (g) “Insurance holding company system” means two or more affiliates, at least one of which is an insurer. (h) “Lead state commissioner” means the lead state insurance commissioner of the insurance holding company system as determined by the procedures in the NAIC Financial Analysis Handbook. (i) “NAIC” means the National Association of Insurance Commissioners. (j) “NAIC liquidity stress test framework” means a separate NAIC publication that includes, as adopted by the NAIC and as amended: (1) a history of the NAIC’s development of regulatory liquidity stress testing; (2) the scope criteria applicable for a specific data year; and (3) the liquidity stress test instructions and reporting templates for a specific data year. (k) “Scope criteria” means the designated exposure bases along with minimum magnitudes of exposure for the specified data year, as detailed in the NAIC liquidity stress test framework, used to establish a preliminary list of insurers considered included in the scope of the NAIC liquidity stress test framework for that data year. (l) “Subsidiary” means an affiliate of a person that, directly or indirectly, through one or more intermediaries, is controlled by that person. (m) “Ultimate controlling person” means the person within a holding company system that is not controlled by any other person.

Md. Code, Insurance § 7-102

(a) The General Assembly finds that the public interest and the interest of policyholders and stockholders may be adversely affected when: (1) control of an insurer is sought by a person that would use that control adversely to the best interest of policyholders or stockholders; (2) acquisition of control of an insurer would substantially lessen competition or create a monopoly in the insurance business in the State; (3) an insurer that is part of an insurance holding company system enters into transactions or relationships with affiliates on terms that are not fair and reasonable; or (4) an insurer pays to stockholders dividends that jeopardize the financial condition of the insurer. (b) The purposes of this title include promoting the public interest by: (1) requiring disclosures in acquisitions or mergers; (2) requiring disclosures of material transactions, relationships between an insurer and its affiliates, and dividends to stockholders paid by insurers; (3) requiring disclosures of relevant information about changes in control of insurers; (4) providing standards governing material transactions between an insurer and its affiliates; and (5) establishing penalties for failure to disclose and providing for the disapproval of certain transactions.

Md. Code, Insurance § 7-103

(a) Except as otherwise specifically provided, the provisions of this title are intended to apply to authorized insurers. (b) The provisions of this title that apply to an authorized insurer or a domestic insurer also apply to: (1) a nonprofit health service plan licensed under Title 14, Subtitle 1 of this article; and (2) a mutual insurance holding company formed under § 3-121.1 of this article.

Md. Code, Insurance § 7-104

(a) (1) Control is presumed to exist if a person directly or indirectly owns, directs the voting of, holds with the power to vote, or holds proxies representing 10% or more of the voting securities of another person. (2) However, control is not presumed to exist if proxies have been obtained by an official of the person solely in connection with voting at a meeting of the owners of the person. (b) The presumption of control may be rebutted by showing by a preponderance of the evidence that control does not exist in fact. (c) (1) Notwithstanding the presumption of control, the Commissioner, on application of an insurer, may find that a person presumed to control an insurer or person does not have control of the insurer or person. (2) In addition, the Commissioner, after notice and an opportunity to be heard, may find that a person not presumed to have control of an insurer or person does have control of the insurer or person.

Md. Code, Insurance § 7-105

(a) For purposes of this title, in determining whether an insurer’s assets and surplus as regards policyholders are reasonable in relation to the insurer’s outstanding liabilities and adequate to its financial needs, the following factors, among others, shall be considered: (1) the size of the insurer as measured by its assets, capital and surplus, reserves, premium writings, insurance in force, and other appropriate criteria; (2) the extent to which the insurer’s business is diversified among the several lines of insurance; (3) the number and size of risks insured in each line of insurance; (4) the geographical dispersion of the insurer’s insured risks; (5) the nature and extent of reinsurance of the insurer’s risks; (6) the quality, diversification, and liquidity of the insurer’s investment portfolio; (7) the recent past and projected future trends in the size of the insurer’s surplus as regards policyholders; (8) the surplus as regards policyholders maintained by comparable insurers; (9) the quality and liquidity of investments in and other transactions with affiliates; (10) the adequacy of the reserves of the insurer; (11) the quality of the earnings of the insurer and the extent to which the reported earnings include extraordinary items; and (12) the recent past and projected future trends in the size and quality of the insurer’s investment portfolio. (b) The Commissioner may discount an investment or treat an investment under subsection (a)(9) of this section as a nonadmitted asset for purposes of determining the adequacy of surplus as regards policyholders whenever the investment so warrants.

Md. Code, Insurance § 7-106

(a) Except as provided in subsections (b) and (c) of this section or otherwise by law, all information and documents that are filed with the Commissioner in compliance with the requirements of this title or that are reported to, obtained by, or otherwise disclosed to the Commissioner or any other person in the course of an examination or investigation made under this title: (1) are confidential material; (2) are not subject to subpoena; (3) may not be made public by the Commissioner, the NAIC, or any other person; and (4) are not subject to discovery or admissible in evidence in any civil action. (b) Material that otherwise is confidential under subsection (a) of this section may be made public by any person who has received the prior written consent of the person to whom the material relates. (c) If, after giving the person to whom the material relates notice and an opportunity to be heard, the Commissioner determines that it is in the interest of the policyholders, stockholders, or the public to make public any material relating to the person that otherwise is confidential under subsection (a) of this section, the Commissioner may make public all or part of the material in an appropriate manner. (d) (1) In addition to the protections afforded confidential information filed under this title and § 2–209 of this article, the following provisions apply expressly to confidential information that is in the control or possession of the Commissioner and reported or provided to the Commissioner in accordance with § 7–603(i) and (j) of this title. (2) Except as provided in paragraph (3) of this subsection, the document, material, or information: (i) is recognized as being proprietary and to contain trade secrets; (ii) is confidential and privileged; (iii) is not subject to the Public Information Act; (iv) is not subject to subpoena; and (v) is not subject to discovery or admissible in evidence in any private civil action. (3) The Commissioner may use any document, material, or information that is subject to this subsection to further any regulatory or legal action brought as part of the duties of the Commissioner. (4) The Commissioner and any person that receives a document, material, or information that is subject to this subsection while acting under the authority of the Commissioner may not be allowed or required to testify in any private civil action concerning the document, material, or information. (5) Except as provided in paragraph (3) of this subsection, for purposes of the information reported and provided to the Commissioner under § 7–603(i) of this title, the Commissioner shall maintain the confidentiality of the group capital calculation and group capital ratio produced within the calculation and any group capital information received from an insurance holding company supervised by the Federal Reserve Board or any U.S. group–wide supervisor. (6) Except as provided in paragraph (3) of this subsection, for purposes of the information reported and provided to the Commissioner under § 7–603(j) of this title, the Commissioner shall maintain the confidentiality of the liquidity stress test results and supporting disclosures and any liquidity stress test information received from an insurance holding company supervised by the Federal Reserve Board and non–U.S. group–wide supervisors. (7) In order to assist in the performance of the Commissioner’s duties, the Commissioner: (i) except as provided in item (ii) of this paragraph, may share documents, materials, or other information, including confidential and privileged information, that may include proprietary and trade secret documents and materials with other state, federal, and international regulatory agencies, the NAIC, any third–party consultants designated by the Commissioner, and state, federal, and international law enforcement authorities, including members of any supervisory college described in § 2–209.1 of this article, if the recipient: 1. agrees in writing to maintain the confidentiality and privileged status of the document, material, or other information; and 2. has verified in writing the legal authority to maintain confidentiality; (ii) may share only confidential and privileged documents, material, or information reported under § 7–603(h) of this title with the commissioners of states having statutes or regulations substantially similar to this section and who have agreed in writing not to disclose the information; (iii) 1. may receive documents, materials, or information, including otherwise confidential and privileged documents, materials, and information, that may include proprietary and trade secret information from the NAIC and its affiliates and subsidiaries and from regulatory and law enforcement officials of other foreign or domestic jurisdictions; and 2. shall maintain as confidential and privileged any document, material, or information received with notice or the understanding that it is confidential or privileged under the laws of the jurisdiction that is the source of the document, material, or information; and (iv) shall enter into written agreements with the NAIC and any third–party consultant designated by the Commissioner governing the sharing and use of information provided in accordance with this title and consistent with this section. (8) An agreement entered into under paragraph (7)(iv) of this subsection shall: (i) specify procedures and protocols regarding confidentiality and security of information shared with the NAIC or a third–party consultant designated by the Commissioner under this title, including procedures and protocols for the sharing of the information by the NAIC with other state, federal, or international regulators; (ii) provide that the recipient agrees in writing to maintain the confidentiality and privileged status of the documents, materials, and other information and has verified in writing the legal authority to maintain the confidentiality; (iii) specify that ownership of information shared with the NAIC or a third–party consultant under this title remains with the Commissioner and the use of the information is subject to the direction of the Commissioner; (iv) excluding documents, material, or information reported under § 7–603(j) of this title, prohibit the NAIC or a third–party consultant designated by the Commissioner from storing the information shared under this title in a permanent database after the underlying analysis is completed; (v) require prompt notice to be given to an insurer whose confidential information in the possession of the NAIC or a third–party consultant designated by the Commissioner is subject to a request or subpoena to the NAIC or a third–party consultant designated by the Commissioner for disclosure or production; (vi) require the NAIC or a third–party consultant designated by the Commissioner to consent to intervention by an insurer in any judicial or administrative action in which the NAIC or a third–party consultant designated by the Commissioner may be required to disclose confidential information about the insurer shared by the NAIC or a third–party consultant designated by the Commissioner; and (vii) for documents, material, or information reported under § 7–603(j) of this title, provide for the notification of the identity of the consultant to the applicable insurers, in the case of an agreement involving a third–party consultant. (9) (i) The sharing of information by the Commissioner under this title may not constitute a delegation of regulatory authority or rulemaking. (ii) The Commissioner is solely responsible for the administration, execution, and enforcement of this title. (10) A waiver of any applicable privilege or claim of confidentiality in the documents, materials, or information may not occur as a result of disclosure to the Commissioner or as a result of sharing as authorized in this section. (11) The group capital calculation and resulting group capital ratio required under § 7–603(i) of this title and the liquidity stress test along with its results and supporting disclosures required under § 7–603(j) of this title are regulatory tools for assessing group risks and capital adequacy and group liquidity risks, respectively, and are not intended as a means to rank insurers or insurance holding company systems generally. (12) Disclosure of group capital calculation, group capital ratio, liquidity stress test results, or supporting disclosures by any insurer, broker, or other person engaged in any manner of the insurance business is subject to the following: (i) except as provided in item (ii) of this paragraph or as otherwise required by this title, the direct or indirect disclosure, in any written, electronic, or other manner as an advertisement, an announcement or a statement containing a representation, or a statement with regard to the group capital calculation, group capital ratio, the liquidity stress test results, or supporting disclosures for the liquidity stress test of any insurer or any insurer group, or of any component derived in the calculation by any insurer, broker, or other person engaged in any manner in the insurance business would be misleading and is therefore prohibited; and (ii) the insurer may publish announcements in a written publication if: 1. any materially false statement with respect to the group capital calculation, resulting group capital ratio, an inappropriate comparison of any amount to an insurer’s or insurance group’s group capital calculation or resulting group capital ratio, liquidity stress test result, supporting disclosures for the liquidity stress test, or an inappropriate comparison of any amount to an insurer’s or insurance group’s liquidity stress test result or supporting disclosures is published in any written publication and the insurer is able to demonstrate to the Commissioner with substantial proof the falsity of the statement or the inappropriateness of the comparison; and 2. the sole purpose of the announcements is to rebut the materially false statement or inappropriate comparison.

Md. Code, Insurance § 7-107

An insurer aggrieved by an order of the Commissioner under this title has the right to a hearing and the right to appeal from the action of the Commissioner under §§ 2-210 through 2-215 of this article.

Md. Code, Insurance § 7-108

The powers, remedies, procedures, and penalties provided in this title are in addition to any other powers, remedies, procedures, and penalties otherwise provided by law.

Md. Code, Insurance § 7-109

All laws and parts of laws of the State that are inconsistent with this title are superseded to the extent of the inconsistency.

Md. Code, Insurance § 7-201

(a) In addition to any other investment allowed elsewhere in this article, a domestic insurer, either alone or with another person, may invest in or otherwise acquire a subsidiary that engages in or is registered to engage in one or more of the following insurance businesses or business activities that are ancillary to an insurance business: (1) conducting an insurance business that is authorized by the jurisdiction where the subsidiary is incorporated; (2) acting as an insurance producer for its parent, its parent’s insurer subsidiaries, or its parent’s intermediate insurer subsidiaries; (3) investing, reinvesting, or trading in securities for itself, its affiliate, its parent, or another subsidiary of its parent; (4) managing an investment company that is subject to the Investment Company Act of 1940, including managing related sales and services of the investment company; (5) acting as a broker–dealer that is subject to the Securities Exchange Act of 1934; (6) providing investment advice to governments, governmental units, corporations, or other organizations or groups; (7) performing other services related to the operations of an insurance business, including actuarial, loss prevention, safety engineering, data processing, accounting, claims, appraisal, and collection services; (8) owning and managing assets that its parent may own and manage; (9) acting as administrative agent for a governmental unit that performs an insurance function; (10) financing insurance premiums; (11) conducting any other business activity that is reasonably ancillary to an insurance business; or (12) owning one or more corporations engaged exclusively in or organized to engage exclusively in one or more of the business activities specified in this section. (b) Subject to the approval of the Commissioner and to the provisions of this title, a domestic mutual insurer may acquire or form a subsidiary insurance holding company.

Md. Code, Insurance § 7-202

(a) The investments authorized in this section are in addition to investments in common stock, preferred stock, debt obligations, and other securities allowed elsewhere in this article. (b) In calculating investments under this section, a domestic insurer: (1) shall exclude investments in domestic or foreign insurance subsidiaries; and (2) with respect to investments in all other subsidiaries, shall include: (i) the net total of money spent, obligations assumed, and other consideration given to acquire or form the subsidiary, including organizational expenses and contributions to capital and surplus of the subsidiary, whether or not represented by the purchase of capital stock or issuance of other securities; and (ii) the amount spent after the subsidiary is acquired or formed to acquire additional common stock, preferred stock, debt obligations, and other securities and all contributions to the capital or surplus of the subsidiary. (c) A domestic insurer may invest any amount in common stock, preferred stock, debt obligations, and other securities of one or more subsidiaries if: (1) the amount does not exceed the lesser of 10% of the domestic insurer’s assets and 50% of the domestic insurer’s surplus as regards policyholders; and (2) after the investment, the domestic insurer has remaining surplus as regards policyholders that: (i) bears a reasonable relation to the domestic insurer’s outstanding liabilities; and (ii) is adequate to meet the domestic insurer’s financial needs. (d) (1) For purposes of this subsection, total liabilities are calculated in the same manner that total liabilities are calculated for the annual statement required by the National Association of Insurance Commissioners. (2) This subsection applies only to a domestic insurer whose total liabilities are less than 10% of its assets. (3) For purposes of this subsection, in calculating assets and surplus as regards policyholders remaining after an investment, a domestic insurer shall treat the investment as if it were a nonadmitted asset. (4) A domestic insurer subject to this subsection may invest any amount in common stock of one or more of its subsidiaries if, after the investment, the domestic insurer has remaining assets and surplus as regards policyholders that: (i) bear a reasonable relation to the domestic insurer’s outstanding liabilities; and (ii) are adequate to meet the domestic insurer’s financial needs. (5) A domestic insurer subject to this subsection may invest any amount in preferred stock and debt obligations of one or more of its subsidiaries if, after the investment, the domestic insurer has remaining surplus as regards policyholders that: (i) bears a reasonable relation to the domestic insurer’s outstanding liabilities; and (ii) is adequate to meet the domestic insurer’s financial needs. (e) (1) In this subsection, “total investment” includes: (i) a direct investment by the domestic insurer in an asset other than securities of its subsidiaries; and (ii) the domestic insurer’s proportionate share of any investment in an asset by a subsidiary of the insurer, calculated by multiplying the amount of the subsidiary’s investment by the percentage of the domestic insurer’s ownership of the subsidiary. (2) A domestic insurer may invest any amount in common stock, preferred stock, debt obligations, and other securities of one or more subsidiaries engaged or organized to engage exclusively in the ownership and management of assets authorized as investments for the domestic insurer or one or more insurance subsidiaries, to the extent that each subsidiary limits its investments in any asset so that the investments will not cause the amount of the total investment of the domestic insurer to exceed any of the investment limitations applicable to the domestic insurer under subsection (c) of this section or under Title 5, Subtitles 5 and 6 of this article. (f) Notwithstanding the limitations specified in subsections (c), (d), and (e) of this section, and treating the investment as if it were a nonadmitted asset, with the approval of the Commissioner, a domestic insurer may invest any amount in common stock, preferred stock, debt obligations, and other securities of one or more subsidiaries if, after the investment, the domestic insurer has remaining surplus as regards policyholders that: (1) bears a reasonable relation to the domestic insurer’s outstanding liabilities; and (2) is adequate to meet the domestic insurer’s financial needs.

Md. Code, Insurance § 7-203

(a) (1) Except as provided in subsection (b) of this section, within 3 years after a domestic insurer ends its control of a subsidiary, the domestic insurer shall dispose of all investments in the subsidiary that were made under § 7-202 of this subtitle. (2) The Commissioner may extend the time for disposal of the investments. (b) A domestic insurer is not required to dispose of an investment under subsection (a) of this section if, after the investment is made: (1) the investment meets the requirements for investment under another provision of this article; and (2) the domestic insurer notifies the Commissioner that the investment meets the other requirements.

Md. Code, Insurance § 7-301

(a) Except as otherwise provided in this section, this subtitle applies to any purchase, exchange, merger, or other transaction that would result in the acquisition of direct or indirect control of a domestic insurer or of an insurance holding company controlling a domestic insurer. (b) This subtitle does not apply to an offer for or invitation for tender of voting securities, or to an agreement to exchange securities for or otherwise to acquire control of a domestic insurer or of an insurance holding company controlling a domestic insurer, to the extent that the Commissioner determines that this subtitle is not intended to apply to the transaction and exempts the transaction from this subtitle by regulation or order. (c) This subtitle does not apply to a securities broker who, while acting in the usual and customary broker’s function, holds less than 20% of the voting securities of an insurer or of a person controlling an insurer. (d) This subtitle does not apply to the issuer of securities that makes a tender offer for, invites tenders of, enters into an agreement to exchange securities for, or otherwise acquires any voting security or security convertible into voting security of a domestic insurer or of an insurance holding company controlling a domestic insurer.

Md. Code, Insurance § 7-302

With respect to a transaction subject to this subtitle, a person must comply with all requirements of this subtitle before the person: (1) makes a tender offer for, invites tenders of, enters into an agreement to exchange securities for, or otherwise acquires any voting security or security convertible into voting security of a domestic insurer, or a person, including an insurance holding company, that controls a domestic insurer; or (2) makes an agreement to merge with or otherwise to acquire control of a domestic insurer, or a person, including an insurance holding company, that controls a domestic insurer.

Md. Code, Insurance § 7-303

(a) With respect to a transaction subject to this subtitle, a person seeking to acquire control of a domestic insurer must file with the Commissioner the pre–acquisition notification required under Subtitle 4 of this title. (b) The pre–acquisition notification must be filed at least 30 days before a transaction subject to this subtitle is proposed to become effective. (c) The Commissioner may impose sanctions under § 7–405 of this title for failure to file the information required under subsection (a) of this section. (d) (1) Any person that controls a domestic insurer seeking to divest its controlling interest in the domestic insurer shall file a confidential notice of its proposed divestiture with the Commissioner at least 30 days before the proposed divestiture and provide a copy of the notice to the insurer. (2) The Commissioner shall determine those instances in which the party seeking to divest a controlling interest in an insurer must file for and obtain approval of the transaction. (3) The information regarding the divestiture shall remain confidential until the conclusion of the transaction unless, in the Commissioner’s discretion, the Commissioner determines that confidential treatment will interfere with enforcement of this section. (4) Unless the Commissioner determines otherwise, this subsection does not apply if the statement required by subsection (a) of this section is filed.

Md. Code, Insurance § 7-304

(a) A person seeking to acquire control of a domestic insurer must file a statement with the Commissioner and provide a copy to the domestic insurer. (b) The statement must be filed at least 60 days before a transaction subject to this subtitle is proposed to become effective. (c) The statement required by subsection (a) of this section must contain: (1) the name and address of each individual, by or for whom the transaction subject to this subtitle is to be made, and background information about the individual, including: (i) the principal occupation of and all offices and positions held by the individual during the past 10 years; and (ii) other than minor traffic offenses, crimes of which the individual has been convicted during the past 10 years; (2) the name and address of each person that is not an individual, by or for whom the transaction subject to this subtitle is to be made, and background information about the person, including: (i) the nature of the person’s business operations and those of its predecessors during the past 10 years or any shorter period that the person and any predecessors have existed; (ii) a description of the business that the person and its subsidiaries intend to do; (iii) a list of the person’s current directors and executive officers, individuals who have been selected to hold those positions, and individuals who perform or will perform functions appropriate to those positions; and (iv) for each individual listed under item (iii) of this item: 1. the principal occupation of and all offices and positions held by the individual during the past 10 years; and 2. other than minor traffic offenses, crimes of which the individual has been convicted during the past 10 years; (3) fully audited financial information about the earnings and financial condition of each acquiring person and any predecessor for the past 5 fiscal years or any shorter period that each acquiring person and any predecessor have existed; (4) similar unaudited financial information dated within 90 days before the statement is filed; (5) (i) copies of all actual or proposed tender offers, invitations for tender, exchange offers, and agreements to acquire or exchange that relate to any security described in this subtitle; (ii) if distributed, copies of any additional soliciting materials that relate to the actions described in item (i) of this item; (6) the source and amount of the funds or other consideration for a transaction subject to this subtitle and, if a part of the funds or other consideration has been or is to be borrowed or otherwise obtained for a transaction subject to this subtitle, a description of that transaction and the names of the parties to that transaction; (7) any plans or proposals to liquidate the domestic insurer or insurance holding company controlling a domestic insurer, sell its assets, merge it with any person, or make any other major change in its business or corporate structure or management; (8) with regard to any security connected with a transaction subject to this subtitle: (i) the number of shares each acquiring person proposes to acquire; (ii) the terms of the offer, invitation, agreement, or transaction subject to this subtitle; and (iii) a statement of the method by which the fairness of the proposal was determined; (9) the name and address of each person and each of that person’s affiliates holding the following securities, the amount held in each class of the securities, and, for the past 2 years, the dates, amounts, and prices of sales and purchases of the securities by the person or affiliate: (i) beneficially owned voting securities of the domestic insurer; (ii) voting securities of the domestic insurer in which there is a right to acquire beneficial ownership; (iii) beneficially owned securities that may be converted into voting securities of the domestic insurer; and (iv) securities in which there is a right to acquire beneficial ownership that may be converted into voting securities of the domestic insurer; (10) the names of the parties to and details of any contracts, arrangements, or understandings about securities of the domestic insurer or insurance holding company controlling the domestic insurer, including contracts, arrangements, or understandings providing for: (i) transfers of the securities; (ii) joint ventures; (iii) loan or option arrangements; (iv) puts or calls; (v) loan guarantees; (vi) guarantees against loss or guarantees of profits; (vii) divisions of losses or profits; and (viii) giving or withholding of proxies; (11) a description of the purchase of any security described in this subtitle during the 12 calendar months immediately preceding the filing of the statement by an acquiring person, including: (i) the dates of purchase; (ii) the names of the purchasers; and (iii) the consideration paid or agreed to be paid; (12) a description of any recommendations to purchase any security subject to this subtitle made during the 12 calendar months immediately preceding the filing of the statement by: (i) an acquiring person; or (ii) any other person, based on interviews with or at the suggestion of the acquiring person; (13) the terms of any agreements made or proposed to be made with brokers, securities dealers, service organizations, or other persons, including the amount of any fees, commissions, or other compensation to be paid, for soliciting shares for tender; (14) an agreement by the person required to file the statement under this section that the person will provide the annual report specified in § 7–603(h) of this title for as long as control exists; (15) an acknowledgment by the person required to file the statement under this section that the person and all affiliates in the insurance holding company system will provide information to the Commissioner on request as necessary to evaluate enterprise risk to the insurer; and (16) other information necessary or appropriate in the public interest or for the protection of policyholders that the Commissioner requires by regulation. (d) (1) If the person required to file a statement under this section is a partnership, limited partnership, syndicate, or other group, the statement also shall include the information required by subsection (c) of this section for: (i) each partner of the partnership or limited partnership; (ii) each member of the syndicate or group; and (iii) each person controlling a partner or member. (2) If a person required to file the statement under this section is a corporation or if a person referred to in paragraph (1) of this subsection is a corporation, the statement also shall include the information required by subsection (c) of this section for: (i) the corporation; (ii) each officer and director of the corporation; and (iii) each person that directly or indirectly is the beneficial owner of more than 10% of the outstanding voting securities of the corporation. (3) If any material change occurs in the facts set forth in the statement filed with the Commissioner and provided to the insurer under this section, an amendment, together with copies of any documents or other materials necessary to describe the amendment, shall be filed with the Commissioner and provided to the insurer within the earlier of 2 business days after: (i) the change occurs; or (ii) the person that filed the statement learns of the change. (e) A person that is required to file a statement under this section instead may file with the Commissioner, in addition to any other materials that the Commissioner requests: (1) a registration statement filed under the Securities Act of 1933; (2) a disclosure containing similar information filed under the Securities Exchange Act of 1934; or (3) a registration or disclosure that contains similar information filed under another State law. (f) (1) Except as provided in paragraph (2) of this subsection, on request of the person filing the statement, the Commissioner may not make public the name of a lender listed under subsection (c)(6) of this section as a source of funds, unless the transaction is made in the lender’s ordinary course of business. (2) The Commissioner may make public the name of a lender under paragraph (1) of this subsection if the Commissioner considers the disclosure to be in the public interest. (g) The Commissioner shall provide the statement filed under this section to the person to be acquired on the date the attempt to acquire is made public.

Md. Code, Insurance § 7-305

(a) At the time a person files the statement required by § 7-304 of this subtitle, the person shall: (1) file with the Commissioner: (i) all invitations for tenders or advertisements making a tender offer or inviting tenders of voting securities of the domestic insurer or insurance holding company controlling the domestic insurer made by or for the person; and (ii) any agreement to: 1. exchange or otherwise acquire securities of the domestic insurer or insurance holding company controlling the domestic insurer; or 2. merge with or otherwise acquire control of the domestic insurer or insurance holding company controlling the domestic insurer; and (2) send to the domestic insurer or insurance holding company controlling the domestic insurer: (i) copies of the documents specified in item (1) of this subsection; and (ii) any information contained in the statement filed under § 7-304 of this subtitle that the Commissioner requires by regulation. (b) (1) By regulation, the Commissioner may set requirements that the Commissioner considers necessary or appropriate in the public interest or for the protection of policyholders for the contents of: (i) additional materials inviting tender offers after the initial invitations; and (ii) amendments to agreements described in subsection (a)(1)(ii) of this section. (2) The additional materials and amendments shall contain the information that the Commissioner requires. (3) The person required to file a statement under § 7-304 of this subtitle shall file with the Commissioner the additional materials and amendments required by paragraph (1) of this subsection and send copies to the domestic insurer or insurance holding company controlling the domestic insurer no later than the date that: (i) copies of the material are first published or sent or given to security holders; or (ii) the amendment is entered into.

Md. Code, Insurance § 7-306

(a) A transaction subject to this subtitle may not be made unless, within 60 days after the statement required by § 7–304 of this subtitle is filed with the Commissioner or within any extension of that period, the Commissioner approves the transaction or does not disapprove the transaction. (b) Subject to subsection (c) of this section, the Commissioner shall disapprove a proposed transaction subject to this subtitle if the Commissioner finds that: (1) after the transaction, the domestic insurer could not satisfy the requirements for the issuance of a certificate of authority to engage in the insurance business which it intends to transact or is licensed to transact in the State, taking into consideration the financial and managerial resources and future prospects of the domestic insurer; (2) the transaction may substantially lessen competition in insurance in the State or tend to create a monopoly; (3) the financial condition of an acquiring person might jeopardize the financial stability of the domestic insurer or prejudice the interests of its policyholders or, in the case of an acquisition of control, the interests of any remaining stockholders who are unaffiliated with the acquiring person; (4) the acquiring person has plans or proposals that are unfair or prejudicial to policyholders for liquidating the domestic insurer, selling its assets, merging it with another person, or making any other major change in its business or corporate structure or management; (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) 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.

Md. Code, Insurance § 7-307

At the expense of the acquiring person, the Commissioner may retain attorneys, actuaries, accountants, and other experts not otherwise a part of the Commissioner’s staff as are reasonably necessary to help the Commissioner in reviewing the proposed transaction subject to this subtitle.

Md. Code, Insurance § 7-308

(a) The courts of the State have jurisdiction over: (1) each person that does not reside in, is not domiciled in, or is not authorized to do business in the State that files a statement with the Commissioner under this subtitle; and (2) all actions arising out of a violation of this subtitle. (b) (1) A person that is subject to the jurisdiction of the courts of the State under subsection (a)(1) of this section is deemed to appoint the Commissioner as attorney for service of process in any proceeding arising out of a violation of this subtitle. (2) Copies of all process shall be served on the Commissioner. (3) The Commissioner shall send a copy of the process by registered mail to the person at the person’s last known address.

Md. Code, Insurance § 7-309

A person violates this title if: (1) the person fails to file the statement required by this subtitle; (2) without the Commissioner’s approval during the 60–day period under § 7–306(a) of this subtitle, or after the Commissioner’s disapproval, the person makes or attempts to make an acquisition of actual or presumed control of, or a merger with, a domestic insurer or a person, including an insurance holding company, that controls a domestic insurer; or (3) without the Commissioner’s approval during the 30–day period under § 7–303(d) of this subtitle, or after the Commissioner’s disapproval, the person divests or attempts to divest actual or presumed control of a domestic insurer or a person, including an insurance holding company, that controls a domestic insurer.

Md. Code, Insurance § 7-401

Except as provided in § 7-402 of this subtitle, this subtitle applies to any acquisition, agreement, arrangement, or activity, including the acquisition of voting securities or assets, bulk reinsurance, and merger, that results in a person acquiring directly or indirectly the control of an authorized insurer.

Md. Code, Insurance § 7-402

This subtitle does not apply to: (1) an acquisition that is subject to the approval or disapproval of the Commissioner under Subtitle 3 of this title; (2) a purchase of securities solely for investment purposes if the securities are not used for voting or otherwise to cause, or attempt to cause, the substantial lessening of competition in any insurance market in the State; (3) a purchase of securities that results in a presumption of control under § 7-104 of this title, but the commissioner of the insurer’s state of domicile: (i) accepts a disclaimer of control or affirmatively finds that control does not exist; and (ii) informs the Commissioner of the disclaimer or finding; (4) an acquisition: (i) in which both the acquiring and acquired persons are not, either directly or through affiliates, primarily engaged in the insurance business; and (ii) for which a pre-acquisition notification: 1. is filed with the Commissioner under § 7-403 of this subtitle; or 2. is not required because the acquisition otherwise is excluded from this subtitle by another provision of this subsection; (5) an acquisition in which the acquiring and acquired persons already are affiliated; (6) considering “market” to be the direct written insurance premium in the State for a line of business as contained in the annual statement required to be filed by authorized insurers, an acquisition that would not result immediately in: (i) an increase in any market share; (ii) a combined market share of the acquiring and acquired insurers, their affiliates, and the person resulting from a merger that exceeds 5% of any one market; or (iii) in any one market: 1. a market share increase of more than 2%; and 2. a combined market share of the acquiring and acquired insurers, their affiliates, and the person resulting from a merger that exceeds 12%; (7) an acquisition for which a pre-acquisition notification would be required under this subtitle only because of the resulting effect on the ocean marine insurance line of business; or (8) an acquisition as to which the commissioner of the state of domicile of the acquired insurer affirmatively finds and informs the Commissioner that: (i) the acquired insurer is in failing condition; (ii) there is a lack of feasible alternatives to improving the failing condition of the acquired insurer; and (iii) the public benefits from improving the acquired insurer’s condition through the acquisition outweigh the public benefits from not lessening competition.

Md. Code, Insurance § 7-403

(a) (1) The acquiring person in an acquisition subject to this subtitle must file a pre-acquisition notification with the Commissioner. (2) The acquired person in an acquisition subject to this subtitle may file a pre-acquisition notification. (b) The pre-acquisition notification must be filed at least 30 days before the acquisition subject to this subtitle is proposed to become effective. (c) (1) The pre-acquisition notification must be in the form and contain the information required by the National Association of Insurance Commissioners relating to those markets that, under § 7-402(6) of this subtitle, cause the acquisition not to be exempt from this subtitle. (2) The Commissioner may require a pre-acquisition notification to contain: (i) additional material and information that the Commissioner considers necessary to determine whether the proposed acquisition, if effective, would violate § 7-405(a)(1)(i) of this subtitle; and (ii) the opinion of an economist about the competitive impact of the acquisition in the State, together with a summary of the education and experience of the economist indicating the economist’s ability to make an informed opinion.

Md. Code, Insurance § 7-404

(a) The waiting period for an acquisition subject to this subtitle: (1) begins on the day the Commissioner receives the pre-acquisition notification; and (2) ends on the earlier of: (i) 30 days after the period begins; or (ii) the day on which the Commissioner ends the waiting period. (b) (1) During the waiting period for an acquisition subject to this subtitle, the Commissioner may require that additional information relevant to the proposed acquisition be filed. (2) If the Commissioner requires additional information, the waiting period shall be extended to the earlier of: (i) 30 days after the Commissioner receives the additional information; or (ii) the day on which the Commissioner ends the waiting period.

Md. Code, Insurance § 7-405

(a) (1) Except as provided in subsection (b) of this section, the Commissioner may enter an order under this section with respect to an acquisition subject to this subtitle if: (i) there is substantial evidence that the effect of the acquisition may be substantially to lessen competition in any line of insurance in the State or tend to create a monopoly; or (ii) the insurer fails to file adequate information in compliance with § 7–403 of this subtitle. (2) The order may: (i) require an acquiring or acquired insurer, its affiliates, or the person resulting from a merger to cease and desist from doing business in the State with respect to the line of insurance involved in the violation; or (ii) deny the application of an acquiring or acquired insurer for a certificate of authority. (b) The Commissioner may not enter an order under this section with respect to an acquisition subject to this subtitle if: (1) the acquisition will yield substantial economies of scale or economies in resource utilization that cannot be achieved feasibly in any other way, and public benefits from those economies outweigh the public benefits from not lessening competition; or (2) the acquisition will increase substantially the availability of insurance, and public benefits from that increase outweigh the public benefits from not lessening competition. (c) (1) In determining whether a proposed acquisition subject to this subtitle would violate subsection (a)(1)(i) of this section, the Commissioner shall consider an acquisition that involves two or more insurers, including insurers under common ownership, management, or control, that compete in the same product and geographical market to be prima facie evidence of violation of subsection (a)(1)(i) of this section if the acquiring and acquired insurers, their affiliates, or the person resulting from a merger: (i) have a share of the market that exceeds the total of the two columns in the table under item (ii) of this paragraph, if more than two insurers are parties to the acquisition; or (ii) have the following shares of the market: Insurer A Insurer B 5% 4% or more 10% 3% or more 15% 2% or more (2) By treating the insurer with the largest share of the market as insurer “A”, the Commissioner may interpolate percentages not shown in the table under paragraph (1)(ii) of this subsection proportionately to the percentages that are shown. (3) In the absence of sufficient information to the contrary: (i) the relevant product market is the direct written insurance premium for a line of business as the line appears in the annual statement required to be filed by insurers doing business in the State; and (ii) the relevant geographical market is the State. (4) In determining the relevant product and geographical markets, the Commissioner shall consider, among other things: (i) any definitions or guidelines adopted by the National Association of Insurance Commissioners; and (ii) any information submitted by parties to the acquisition. (d) (1) Before the Commissioner enters an order under this section, the Commissioner shall: (i) give the parties notice of a hearing on the proposed order before the end of the waiting period under § 7–404 of this subtitle and at least 15 days before the hearing is scheduled; and (ii) hold the hearing. (2) (i) The Commissioner shall enter an order after the conclusion of the hearing and no later than 60 days after the end of the waiting period. (ii) The order shall be accompanied by a written decision of the Commissioner, findings of fact, and conclusions of law. (e) (1) An order under this section may not become final earlier than 30 days after it is issued. (2) Before an order becomes final, an insurer that is subject to the order may submit to the Commissioner a plan to remedy the anticompetitive impact of the acquisition within a reasonable time. (3) Based on the plan or other information, the Commissioner may set conditions to be met while the anticompetitive impact is being remedied, and the order vacated or modified. (f) An order under this section does not apply if the acquisition is not consummated. (g) A person that violates a cease and desist order issued by the Commissioner under this section, after notice and hearing and on order of the Commissioner, is subject to a penalty not exceeding $10,000 for each day of violation or suspension or revocation of the person’s certificate of authority or both.

Md. Code, Insurance § 7-406

A person required to file a pre-acquisition notification under this subtitle or Subtitle 3 of this title that fails to file the notification and that also fails to demonstrate a good faith effort to comply with the filing requirement is subject to a penalty not exceeding $50,000.

Md. Code, Insurance § 7-501

(a) This section does not apply to: (1) a transaction that is preempted by federal law; or (2) a transaction as to which: (i) the laws of the jurisdiction in which the nonprofit health service plan is domiciled authorize the commissioner of that jurisdiction to investigate and approve an acquisition of direct or indirect control of a nonprofit health service plan by conversion, merger, consolidation, exercise of a right to acquire, or otherwise; and (ii) the Commissioner: 1. receives notice from the commissioner of the other jurisdiction about the acquisition; and 2. has the right to request information and documents about that acquisition. (b) A person shall comply with the procedures required by Subtitles 3 and 4 of this title to the extent applicable before the person seeks control of a foreign nonprofit health service plan that is authorized to do business in the State under Title 4 of this article by: (1) making a tender for, inviting tenders of, entering into an agreement to exchange securities for, or acquiring in the open market or otherwise any voting security of the plan; (2) entering into any other agreement about voting securities under which the person directly or indirectly would control the plan by conversion or by exercise of a right to acquire voting securities of the plan; or (3) entering into an agreement to merge or consolidate with or otherwise to acquire control of the plan. (c) Approval by the Commissioner of an acquisition under this section is governed by § 7-306 of this title.

Md. Code, Insurance § 7-502

(a) This section applies to a nonprofit health service plan or insurer that is being merged or consolidated with or acquired by another person. (b) Current financing money that, in accordance with regulations adopted by the Health Services Cost Review Commission, is provided by a nonprofit health service plan or insurer to a hospital for discounted hospital rates is deemed to be security for the outstanding charges that the nonprofit health service plan or insurer owes to the hospital for bills or claims for services that the hospital provided before the merger, consolidation, or acquisition.

Md. Code, Insurance § 7-601

(a) (1) Except as provided in subsection (b) of this section, each authorized insurer that is a member of an insurance holding company system shall register with the Commissioner in accordance with the requirements of this subtitle. (2) The Commissioner may allow or require any authorized insurer that is part of an insurance holding company system to register and file the information and material required under this subtitle for an affiliated insurer that is required to register under this subsection. (b) Subsection (a)(1) of this section does not apply to a foreign insurer that is organized in a jurisdiction that has adopted by statute or regulation disclosure requirements and standards substantially similar to those in this title. (c) This subtitle does not apply to an insurer or affiliate to the extent that the Commissioner determines that this subtitle is not intended to apply to the insurer or affiliate and exempts the insurer or affiliate from this subtitle by regulation or order.

Md. Code, Insurance § 7-602

(a) Except as provided in subsection (b) of this section, each insurer subject to registration under this subtitle shall register with the Commissioner within 15 days after the insurer becomes subject to registration and, for each subsequent year, annually on or before May 1. (b) If the Commissioner extends the time for registration for good cause, the insurer shall register on or before the date the Commissioner sets.

Md. Code, Insurance § 7-603

(a) Each insurer subject to registration shall file the registration statement on the form provided by the Commissioner, containing the following current information: (1) the corporate and capital structure, general financial condition, ownership, and management of the insurer and of any person controlling the insurer; (2) the identity and relationship of each member of the insurance holding company system; (3) any pledge of the insurer’s stock, including stock of a subsidiary or controlling affiliate, for a loan made to any member of the insurance holding company system; (4) the following agreements in force, and transactions currently outstanding or that have occurred during the previous calendar year between the insurer and the insurer’s affiliates: (i) loans, other investments, purchases, sales, and exchanges of securities of the affiliates by the insurer or of the insurer by its affiliates; (ii) purchases, sales, and exchanges of assets; (iii) transactions not in the ordinary course of business; (iv) except for insurance contracts entered into in the ordinary course of the insurer’s business, guarantees or undertakings for the benefit of an affiliate that result in an actual contingent exposure to liability of the insurer’s assets; (v) management agreements, service contracts, and cost–sharing arrangements; (vi) reinsurance agreements; (vii) dividends and other distributions to shareholders; and (viii) consolidated tax allocation agreements; (5) statements that the insurer’s board of directors oversees corporate governance and internal controls and that the insurer’s officers or senior management have approved, implemented, and continue to maintain and monitor corporate governance and internal control procedures; (6) on request from the Commissioner and in accordance with subsection (f) of this section, financial statements of or within an insurance holding company system, including all affiliates; (7) any other matters about transactions between the insurer and its affiliates that the registration statement form requires; and (8) a summary outlining all items in the current registration statement that represent changes from the prior registration statement. (b) Each affiliate in an insurance holding company system shall give an insurer subject to registration under this subtitle that is in the same insurance holding company system complete and accurate information if that information is reasonably necessary to enable the insurer to comply with this subtitle. (c) Each insurer required to register under this subtitle shall, on request of the insurance commissioner of any state where the insurer is authorized to do business, file with that commissioner a copy of the registration statement summary required by subsection (a)(8) of this section. (d) The Commissioner may allow or require affiliated insurers subject to registration under this subtitle to file a consolidated registration statement. (e) The Commissioner may require an insurer that is a member of an insurance holding company system and that is not subject to registration under this subtitle to provide to the Commissioner a copy of the registration statement or other information that the insurer files with the commissioner of the insurer’s domiciliary jurisdiction. (f) (1) Financial statements required under subsection (a)(6) of this section may include annual audited financial statements filed with the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended. (2) An insurer required to file financial statements under subsection (a) of this section may satisfy the request by providing the Commissioner with the most recently filed parent corporation financial statements that have been filed with the U.S. Securities and Exchange Commission. (g) (1) Except as provided in paragraph (3) of this subsection and unless otherwise provided by the Commissioner through regulation or order, a sale, a purchase, an exchange, a loan or an extension of credit, an investment, or a guarantee involving 0.5% or less of an insurer’s admitted assets as of the December 31 immediately preceding the transaction is not material for purposes of this section. (2) Information need not be disclosed on the registration statement filed under subsection (a) of this section if the information is not material. (3) Paragraph (1) of this subsection does not apply for purposes of the group capital calculation or the liquidity stress test framework. (h) (1) Beginning in 2015, the ultimate controlling person of every insurer subject to registration shall file an annual enterprise risk report on or before July 1 of each year unless the Commissioner extends the time for filing for good cause. (2) The enterprise risk report shall, to the best of the ultimate controlling person’s knowledge and belief, identify the material risks within the insurance holding company system that could pose enterprise risk to the insurer. (3) The enterprise risk report shall be filed with the lead state commissioner of the insurance holding company system as defined and determined by the procedures in the NAIC Financial Analysis Handbook. (4) The Commissioner may share the enterprise risk report filed under paragraph (1) of this subsection with an insurance regulatory agency in a state that has laws or regulations that the Commissioner determines are substantially similar to § 2–209(g) and (h) of this article, only if the agency agrees in writing to maintain the confidentiality and privileged status of the report. (i) (1) (i) Except as provided in paragraph (2) of this subsection, the ultimate controlling person of each insurer subject to registration under this subtitle shall concurrently file with the registration statement an annual group capital calculation as directed by the lead state commissioner of the insurance group. (ii) 1. The report shall be completed in accordance with the NAIC group capital calculation instructions. 2. The NAIC group capital calculation instructions may authorize the lead state commissioner to allow a controlling person that is not the ultimate controlling person to file the group capital calculation. (iii) The report shall be filed with the lead state commissioner of the insurance holding company system as determined by the lead state commissioner in accordance with the procedures in the NAIC Financial Analysis Handbook. (2) The following insurance holding company systems are exempt from filing the group capital calculation: (i) an insurance holding company system that: 1. has only one insurer within its holding company structure; 2. only writes business and is only licensed in its domestic state; and 3. assumes no business from any other insurer; (ii) an insurance holding company system that is required to perform a group capital calculation specified by the Federal Reserve Board, unless the Federal Reserve Board cannot share the calculation with the lead state commissioner after the lead state commissioner makes a request under the terms of information sharing agreements in effect at the time the request is made; (iii) an insurance holding company system whose non–U.S. group–wide supervisor is located within a reciprocal jurisdiction as described in § 5–917 of this article that recognizes the U.S. state regulatory approach to group supervision and group capital; (iv) an insurance holding company system that provides information to the lead state that meets the requirements for accreditation under the NAIC financial standards and accreditation program, either directly or indirectly through the group–wide supervisor, who has determined that the information is satisfactory to allow the lead state to comply with the NAIC group supervision approach, as detailed in the NAIC Financial Analysis Handbook; and (v) an insurance holding company system whose non–U.S. group–wide supervisor that is not in a reciprocal jurisdiction recognizes and accepts, as the lead state commissioner specifies by regulation, the group capital calculation as the world–wide group capital assessment for U.S. insurance groups that operate in that jurisdiction. (3) Notwithstanding paragraph (2)(iii), (iv), and (v) of this subsection, the lead state commissioner shall require the group capital calculation for U.S. operations of any non–U.S.–based insurance holding company system if, after any necessary consultation with other supervisors or officials, the lead state commissioner determines that the group capital calculation is appropriate for prudential oversight and solvency monitoring purposes or for ensuring the competitiveness of the insurance marketplace. (4) Notwithstanding the exemptions from filing the group capital calculation stated in paragraph (2) of this subsection, the lead state commissioner may exempt the ultimate controlling person from filing the annual group capital calculation or may accept a limited group capital filing or report in accordance with criteria the lead state commissioner specifies by regulation. (5) If the lead state commissioner determines that an insurance holding company system no longer meets one or more of the requirements for an exemption from filing the group capital calculation under this subsection, the insurance holding company system shall file the group capital calculation at the next annual filing date unless the lead state commissioner grants an extension based on reasonable grounds shown. (j) (1) The ultimate controlling person of every insurer that is subject to registration under this section and included in the scope of the NAIC liquidity stress test framework shall file the results of a specific year’s liquidity stress test concurrently with the registration statement. (2) The filing shall be made to the lead state insurance commissioner of the insurance holding company system as determined by the procedures in the NAIC Financial Analysis Handbook in accordance with paragraph (3) of this subsection. (3) (i) 1. The NAIC liquidity stress test framework includes scope criteria applicable to a specific data year. 2. The scope criteria are reviewed at least annually by the Financial Stability Task Force or its successor. 3. Any changes to the NAIC liquidity stress test framework or to the data year for which the scope criteria are to be measured shall be effective on January 1 of the year following the calendar year when the changes are adopted. (ii) Insurers meeting at least one threshold of the scope criteria are considered included in the scope of the NAIC liquidity stress test framework for the specified data year unless the lead state commissioner, in consultation with the NAIC Financial Stability Task Force or its successor, determines that the insurer should not be included in the scope of the framework for that data year. (iii) Insurers that do not trigger at least one threshold of the scope criteria are considered excluded from the scope of the NAIC liquidity stress test framework for the specified data year, unless the lead state commissioner, in consultation with the NAIC Financial Stability Task Force or its successor, determines that the insurer should be included in the scope of the framework for that data year. (iv) On request by an insurer, the lead state commissioner may consult with the Financial Stability Task Force or its successor to address the insurer’s experience of being included in or excluded from the scope of the NAIC liquidity stress test framework on a frequent basis. (v) The performance of, and filing of the results from, a specific year’s liquidity stress test shall comply with the NAIC liquidity stress test framework’s instructions and reporting templates for that year and any lead state insurance commissioner determinations, in consultation with the Financial Stability Task Force or its successor, included in the framework.

Md. Code, Insurance § 7-604

The Commissioner shall terminate the registration requirement for each insurer that demonstrates that it is no longer a member of an insurance holding company system.

Md. Code, Insurance § 7-605

(a) (1) To verify the information required in the insurer’s registration statement and in the annual enterprise risk report, and any addition or amendment to the registration statement or the annual enterprise risk report, and in addition to the powers granted under §§ 2–205 through 2–209 of this article relating to the examination of insurers, the Commissioner may order an insurer subject to registration under this subtitle to produce: (i) those records, books, or papers in the possession of the insurer or its affiliates that are necessary to verify the registration statement; and (ii) additional information relevant to the registration statement. (2) The Commissioner shall examine the materials produced under this subsection at the time and place prescribed in §§ 2–205 through 2–209 of this article. (b) (1) The Commissioner may conduct an examination under subsection (a) of this section only: (i) if the examination of the insurer under §§ 2–205 through 2–209 of this article is inadequate, or the interests of the policyholders of the insurer are being adversely affected; and (ii) within 3 years after the filing of the registration statement or the addition or amendment to the registration statement. (2) In a matter involving fraud, the 3–year limitation period of this subsection does not apply. (c) (1) The Commissioner may retain, at the insurer’s expense, the services of accountants, attorneys, actuaries, and other experts not otherwise a part of the Commissioner’s staff as may be reasonably necessary to assist in the conduct of an examination under subsection (a) of this section. (2) The accountants, attorneys, actuaries, and other experts retained under this subsection are under the direction and control of the Commissioner and act only in an advisory capacity. (d) An insurer that produces materials for an examination under subsection (a) of this section is liable for and shall pay the expense of the examination in accordance with § 2–208 of this article. (e) With regard to an examination under subsection (a) of this section, the Commissioner has the authority provided under § 2–203 of this article.

Md. Code, Insurance § 7-606

(a) An insurer, a member of an insurance holding company system, or any other person may file with the Commissioner a disclaimer of affiliation with an authorized insurer that fully discloses: (1) all material relationships and bases for affiliation between the person filing the disclaimer and the authorized insurer; and (2) the basis for disclaiming the affiliation. (b) (1) Within 30 days after receipt of a filing under subsection (a) of this section, the Commissioner shall give all parties in interest notice and an opportunity to be heard. (2) Within 30 days after the close of the notice period under paragraph (1) of this subsection, the Commissioner may disallow a disclaimer based on specific findings of fact. (3) If within 30 days after the close of the notice period the Commissioner has not disallowed the disclaimer, the disclaiming party is relieved of its duty to register or report under this subtitle, and the insurer is relieved of any duty to register or report under this subtitle that arises out of the insurer’s relationship with the person filing the disclaimer. (4) In the event of disallowance, the disclaiming party may request an administrative hearing, which shall be granted.

Md. Code, Insurance § 7-607

(a) Failure to file the registration statement, summary, or enterprise risk report required by this subtitle in the time specified in this subtitle is a violation of this title. (b) (1) An insurer that does not file a registration statement or summary required under § 7–603(a) of this subtitle on or before May 1 or the date the Commissioner sets in accordance with § 7–602(b) of this subtitle, may be subject to a penalty of up to: (i) $500 for each day from May 1 through May 10; (ii) $1,000 for each day from May 11 through May 31; and (iii) $5,000 for each day after May 31. (2) In determining the amount of any financial penalty to be imposed under this section, the Commissioner shall consider the following factors: (i) the seriousness of the violation; (ii) the good faith of the violator; (iii) the violator’s history of previous violations; (iv) the deleterious effect of the violation on the public and the insurance industry; and (v) the assets of the violator.

Md. Code, Insurance § 7-608

Whenever it appears to the Commissioner that a person has committed a violation of § 7–603(h) of this subtitle that prevents a full understanding of the enterprise risk to the insurer by affiliates or by the insurance holding company system, the violation may serve as an independent basis for disapproving dividends or distributions and placing the insurer under an order of supervision in accordance with § 7–804 of this title.

Md. Code, Insurance § 7-701

(a) This subtitle applies to insurers that are subject to registration under Subtitle 6 of this title. (b) This subtitle does not authorize an insurer that is a member of an insurance holding company system to enter into a transaction that otherwise would be contrary to law for an insurer that is not a member of the same insurance holding company system.

Md. Code, Insurance § 7-702

Each transaction within an insurance holding company system to which an insurer subject to registration under Subtitle 6 of this title is a party is subject to the following standards: (1) the terms shall be fair and reasonable in light of the purposes of this title; (2) the records of each party shall clearly and accurately disclose the precise nature and details of the transaction, including accounting information necessary to support the reasonableness of the charges or fees to the parties; (3) after the transaction, including any dividend or distribution to shareholder affiliates, the insurer has assets and surplus as regards policyholders that: (i) bear a reasonable relation to the insurer’s outstanding liabilities; and (ii) are adequate to meet the insurer’s financial needs; (4) charges or fees for services performed shall be reasonable; (5) expenses incurred and payments received shall be allocated to the insurer in conformity with customary insurance accounting practices consistently applied; and (6) agreements, including management agreements, service contracts, tax allocation agreements, or cost–sharing agreements, shall include the provisions that the Commissioner requires by regulation.

Md. Code, Insurance § 7-703

(a) (1) Before a domestic insurer and another member of the same insurance holding company system enter into any of the transactions specified in subsection (d) of this section, including amendments or modifications of affiliate agreements previously filed under this section, the domestic insurer shall notify the Commissioner in writing of its intention to enter into the transaction. (2) The notice for amendments or modifications shall include the reasons for the amendments or modifications and the projected financial impact of the amendments or modifications on the domestic insurer. (3) A domestic insurer that intends to terminate an agreement or other transaction previously filed under this section shall provide the Commissioner with written notice within 30 days after the termination of the agreement or other transaction. (b) The insurer shall notify the Commissioner under subsection (a) of this section: (1) at least 30 days before the transaction is to be entered into; or (2) if the Commissioner allows a shorter notice period, within the time that the Commissioner sets. (c) A domestic insurer and another member of the same insurance holding company system may enter into, amend, or modify a transaction or an agreement under this section only if, within the notice period under subsection (b) of this section, the Commissioner does not disapprove the transaction. (d) The following transactions are subject to subsections (a), (b), and (c) of this section: (1) a sale, purchase, exchange, loan, or extension of credit, if, as of the December 31 immediately preceding the transaction, the amount of the transaction equals or exceeds: (i) with respect to a life insurer, 3% of the insurer’s admitted assets; and (ii) with respect to an insurer other than a life insurer, the lesser of 3% of the insurer’s admitted assets and 25% of surplus as regards policyholders; (2) a loan or extension of credit by an insurer to a person that is not an affiliate if: (i) the parties have an agreement or understanding that the proceeds of the transaction, as a whole or in substantial part, are to be used to make loans or extensions of credit to purchase assets of or to make investments in an affiliate of the insurer; and (ii) as of the December 31 immediately preceding the transaction, the amount of the transaction equals or exceeds: 1. with respect to a life insurer, 3% of the insurer’s admitted assets; and 2. with respect to an insurer other than a life insurer, the lesser of 3% of the insurer’s admitted assets and 25% of surplus as regards policyholders; (3) in accordance with subsection (h) of this section, a reinsurance agreement, or a modification to a reinsurance agreement, including an agreement that requires as consideration the transfer of assets from an insurer to a person that is not its affiliate, if, as of the December 31 immediately preceding the transaction, the amount of the reinsurance premium or change in the insurer’s liabilities or the projected reinsurance premium or change in the insurer’s liabilities in any of the next 3 years equals or exceeds 5% of the insurer’s surplus as regards policyholders; (4) all reinsurance pooling agreements; (5) a management agreement, service contract, tax allocation agreement, or cost–sharing arrangement; (6) subject to subsection (i) of this section, guarantees made by a domestic insurer; (7) direct or indirect investments in a person that controls the insurer or an affiliate of the insurer in an amount that, together with its present holdings in the investments, exceeds 2.5% of the insurer’s surplus as regards policyholders; (8) notwithstanding item (7) of this subsection, any direct or indirect investment in or acquisition of a subsidiary of the insurer; and (9) a material transaction, as specified by regulation, that the Commissioner determines may adversely affect the interests of the insurer’s policyholders. (e) In reviewing transactions under subsection (d) of this section, the Commissioner shall consider whether a transaction: (1) complies with the standards stated in § 7–702 of this subtitle; or (2) potentially adversely affects the interests of policyholders. (f) (1) A transaction that does not conform to this section is a violation of this title. (2) In addition to the sanctions in §§ 7–802, 7–803, 7–805, and 7–807 of this title, the Commissioner may set aside and rescind a transaction that the Commissioner finds does not conform to this section at the initiative of the Commissioner or otherwise under applicable law. (3) Within 90 days after the date that the Commissioner receives information about a transaction that the Commissioner finds does not conform to this section, the Commissioner shall give the insurer notice of the proposed action to set aside or rescind the transaction and an opportunity for a hearing. (g) (1) A domestic insurer and another member of the same insurance holding company system may not enter into a transaction that is part of a plan or series of like transactions if the purpose of making separate transactions is to avoid exceeding limitations under this section and the review of the transaction that otherwise would occur. (2) If the Commissioner determines that separate transactions were entered into during any 12–month period in violation of paragraph (1) of this subsection, the Commissioner may impose any sanction authorized by §§ 7–802, 7–803, 7–805, and 7–807 of this title. (h) A reinsurance agreement subject to subsection (d)(3) of this section includes an agreement that requires as consideration the transfer of assets from an insurer to a nonaffiliate if an agreement or understanding exists between the insurer and nonaffiliate that any portion of the assets will be transferred to one or more affiliates of the insurer. (i) (1) A guarantee that is quantifiable as to amount is not subject to the notice requirements of subsection (d)(6) of this section unless the guarantee exceeds the lesser of 0.5% of the insurer’s admitted assets or 10% of the insurer’s surplus as regards policyholders as of the December 31 immediately preceding the guarantee. (2) All guarantees made by a domestic insurer that are not quantifiable as to amount are subject to the notice requirements of subsection (d)(6) of this section.

Md. Code, Insurance § 7-704

A domestic insurer shall notify the Commissioner within 30 days after making any investment in one corporation if the total investment in the corporation by the domestic insurer’s insurance holding company system exceeds 10% of the corporation’s voting securities.

Md. Code, Insurance § 7-705

(a) Except as provided in § 7-706 of this subtitle, before an insurer subject to registration under Subtitle 6 of this title pays a dividend or makes a distribution to its shareholders, the insurer shall notify the Commissioner of its intention to pay the dividend or make the distribution. (b) The insurer shall notify the Commissioner under subsection (a) of this section: (1) within 5 business days after the declaration; and (2) at least 10 days before the payment or distribution date. (c) The Commissioner shall keep the notice required by subsection (a) of this section confidential until the payment or distribution date. (d) If the Commissioner finds that, after the payment or distribution to shareholders under this section, the insurer’s surplus as regards policyholders would be inadequate or could lead the insurer to a hazardous financial condition, the Commissioner may order that the dividend not be paid.

Md. Code, Insurance § 7-706

(a) (1) In this section, “earned surplus” means the part of surplus that, after deduction of all losses, represents the net earnings, gains, or profits that have not been distributed to shareholders as dividends, transferred to stated capital, transferred to capital surplus, or applied to other purposes allowed by law. (2) In this section, “earned surplus” does not include unrealized capital gains or reevaluation of assets. (b) In this section, “extraordinary dividend” or “extraordinary distribution” includes any dividend or distribution of cash or other property with a fair market value, that when combined with the fair market value of any other dividends or distributions made in the preceding 12 months exceeds the lesser of: (1) 10% of the insurer’s surplus as regards policyholders as of December 31 of the preceding year; or (2) (i) for a life insurer, the net gain from operations of the insurer not including: 1. realized capital gains for the 12-month period ending December 31 of the preceding year; and 2. pro rata distributions of any class of the insurer’s own securities; or (ii) for an insurer that is not a life insurer, the net investment income of the insurer not including: 1. realized capital gains for the 12-month period ending December 31 of the preceding year; and 2. pro rata distributions of any class of the insurer’s own securities. (c) (1) In determining whether a dividend or distribution is extraordinary under this section, an insurer that is not a life insurer may carry forward net investment income from the 3 calendar years prior to the preceding calendar year that has not already been paid out as dividends. (2) The amount carried forward under paragraph (1) of this subsection shall be computed by taking the net investment income from the 3 calendar years prior to the preceding calendar year: (i) not including realized capital gains; and (ii) minus dividends paid in the preceding 3 calendar years. (d) An insurer that is not a life insurer may pay an extraordinary dividend only out of earned surplus. (e) A domestic insurer may not pay an extraordinary dividend or make any other extraordinary distribution to its shareholders unless: (1) the insurer provides notice of the declaration to the Commissioner at least 30 days before the declaration is made; and (2) the Commissioner has approved or not disapproved the declaration within the 30 days following notice. (f) (1) Notwithstanding any other provision of law, an insurer may declare an extraordinary dividend or extraordinary distribution conditioned on the Commissioner’s approval. (2) A conditional declaration confers no rights on shareholders unless, within 30 days after the Commissioner receives the notice under subsection (e) of this section, the Commissioner either approves the payment or distribution, or does not disapprove the payment or distribution.

Md. Code, Insurance § 7-801

Any person that obtains control of a domestic insurer is subject to the jurisdiction of the courts of the State with regard to any action, whether initiated by the Commissioner or otherwise, arising out of a violation of this title.

Md. Code, Insurance § 7-802

(a) In addition to any other penalty provided by law, a person that willfully violates this title or any regulation adopted under this title is subject to a penalty of up to $10,000 for the first day of violation and up to $1,000 for each additional day that the violation continues. (b) In determining the amount of any financial penalty to be imposed under this section, the Commissioner shall consider the following factors: (1) the seriousness of the violation; (2) the good faith of the violator; (3) the violator’s history of previous violations; (4) the deleterious effect of the violation on the public and the insurance industry; and (5) the assets of the violator. (c) Before imposing a penalty under this subsection, the Commissioner: (1) shall give the person that allegedly committed the violation notice and an opportunity for hearing; and (2) must find that the person willfully committed the violation.

Md. Code, Insurance § 7-802.1

§7–802.1. (a) A director or an officer of an insurance holding company system who knowingly participates in, assents to, or allows any of the officers or agents of an insurer to engage in transactions or investments that have not been properly reported or submitted under Subtitles 6 and 7 of this title, shall pay, in the director’s or officer’s individual capacity, a civil penalty in accordance with § 7–802 of this subtitle, after notice and an opportunity for hearing before the Commissioner. (b) In determining the amount of the civil penalty, the Commissioner shall take into account the factors in § 7–802(b) of this subtitle. (c) (1) Whenever it appears to the Commissioner that an insurer subject to this title, or a director, an officer, an employee, or an agent of the insurer, has engaged in a transaction or entered into a contract that is subject to Subtitle 7 of this title and that would not have been approved if the approval had been requested, the Commissioner may order the insurer to cease and desist immediately any further activity under that transaction or contract. (2) After notice and an opportunity for hearing, the Commissioner also may order the insurer to void any contracts and restore the status quo if, in the Commissioner’s judgment, the action is in the best interest of the policyholders, the creditors, or the public.

Md. Code, Insurance § 7-803

(a) Any violation of this title is an unfair trade practice in the business of insurance and is subject to the provisions of Title 27 of this article. (b) In addition to any other penalty provided by law, with respect to a person that engages in an unfair trade practice, the Commissioner, after giving the person notice and an opportunity for a hearing, may take any or all of the following actions: (1) deny the person’s application for a license or certificate of authority, refuse to renew or revoke the person’s license or certificate of authority, or suspend the person’s license or certificate of authority for a period not exceeding 1 year; (2) proceed against the person in a court of competent jurisdiction in or outside the State to enjoin an act that would violate this title or to invalidate a transaction made in violation of this title; or (3) order compliance with this title, including the filing of evidence of compliance and periodic reports about that compliance, and enforce those orders by denying, refusing to renew, suspending, or revoking any license or certificate of authority or otherwise under the laws of the State.

Md. Code, Insurance § 7-804

If the Commissioner finds that a violation of this title impairs the financial condition of a domestic insurer so as to threaten insolvency or make the further transaction of business hazardous to policyholders, creditors, shareholders, or the public, the Commissioner may institute proceedings in accordance with Title 9, Subtitle 2 of this article to take possession of the domestic insurer’s property and conduct its business.

Md. Code, Insurance § 7-805

(a) If a person acquires or offers to acquire stock of an insurer or of an insurance holding company in violation of Subtitle 3 of this title, the following persons may petition a court of competent jurisdiction in the State for injunctive and other appropriate relief: (1) the issuer of the stock; (2) a stockholder of the issuer; (3) if the issuer is an insurance holding company, a stockholder of a subsidiary that is an insurer; (4) a stockholder of the insurer; or (5) the Commissioner. (b) Whenever it appears to the Commissioner that an insurer or a director, an officer, an employee, or an agent of the insurer has committed or is about to commit a violation of this title or any regulation or order of the Commissioner under this title, the Commissioner may petition a court of competent jurisdiction in the State for an order enjoining the insurer or the director, officer, employee, or agent from violating or continuing to violate this title or any regulation or order, and for other equitable relief that the nature of the case and the interest of the insurer’s policyholders, creditors, and shareholders or the public may require. (c) (1) No security that is the subject of an agreement or arrangement regarding acquisition, or that is acquired or to be acquired contrary to this title or any regulation or order of the Commissioner under this title, may be voted at any shareholder’s meeting, or may be counted for quorum purposes, and any action of shareholders requiring the affirmative vote of a percentage of shares may be taken as though the securities were not issued and outstanding. (2) An action taken at the meeting may not be invalidated by the voting of the securities, unless the action would materially affect control of the insurer or unless the courts of this State have so ordered. (3) If an insurer or the Commissioner has reason to believe that any security of the insurer has been or is about to be acquired contrary to this title or any regulation or order of the Commissioner under this title, the insurer or the Commissioner may petition a court of competent jurisdiction in the State: (i) to enjoin any offer, request, invitation, agreement, or acquisition made contrary to Subtitle 4 of this title or any regulation or order of the Commissioner under that subtitle; (ii) to enjoin the voting of any security so acquired; (iii) to void any vote of the security already cast at any meeting of shareholders; and (iv) for other equitable relief that the nature of the case and the interest of the insurer’s policyholders, creditors, and shareholders or the public may require. (d) (1) In any case where a person has acquired or is proposing to acquire any voting securities in violation of this title or any regulation or order of the Commissioner under this title, a court of competent jurisdiction in the State, on notice that the court considers appropriate, on the application of the insurer or the Commissioner, may seize or sequester any voting securities of the insurer owned directly or indirectly by the person and issue an order appropriate to carry out this title. (2) Notwithstanding any other law, for the purposes of this section, the location of the ownership of the securities of domestic insurers shall be deemed to be in the State.

Md. Code, Insurance § 7-806

(a) (1) Except as provided in paragraph (2) of this subsection, when an order for liquidation, conservation, or rehabilitation of a domestic insurer is entered, the receiver appointed under the order may recover for the domestic insurer the following distributions and payments made within 1 year before the petition for liquidation, conservation, or rehabilitation was filed: (i) from any parent corporation, holding company, affiliate, or person that otherwise controlled the domestic insurer, the amount of distributions, other than distributions of shares of the same class of stock, paid by the domestic insurer on its capital stock; and (ii) any payment in the form of a bonus, termination settlement, or extraordinary lump sum salary adjustment made by the domestic insurer or its subsidiaries to a director, officer, or employee. (2) A distribution is not recoverable under this section if the parent or affiliate shows that when the distribution was paid: (i) the distribution was lawful and reasonable; and (ii) the domestic insurer did not know and could not reasonably have known that the distribution might adversely affect the ability of the domestic insurer to fulfill its contractual obligations. (3) The maximum amount recoverable under this section is the amount needed in excess of all other available assets of the impaired or insolvent domestic insurer to pay the contractual obligations of the impaired or insolvent domestic insurer and to reimburse any guaranty funds. (b) (1) A person that was a parent corporation, holding company, or person that otherwise controlled the domestic insurer or affiliate when a distribution was paid is liable for an amount not exceeding the distribution received. (2) A person that otherwise controlled the domestic insurer when a distribution was declared is liable for an amount not exceeding the amount that the person would have received in an immediate distribution. (3) Two or more persons that are liable with respect to the same distribution are jointly and severally liable. (4) To the extent that a person liable to pay claims under this subsection is insolvent or otherwise fails to pay claims due, the liable person’s parent corporation or holding company and any other person that otherwise controlled the liable person when the distribution was paid are jointly and severally liable for any resulting deficiency in the amount recovered from the domestic insurer’s parent corporation or holding company or any other person that otherwise controlled the domestic insurer.

Md. Code, Insurance § 7-807

(a) (1) Whenever it appears to the Commissioner that any insurer or any director, officer, employee, or agent of the insurer has committed a willful violation of this title or any regulation adopted or order issued under this title, the Commissioner may institute criminal proceedings in a court of competent jurisdiction against the insurer or the responsible director, officer, employee, or agent. (2) Any insurer that willfully violates this title or any regulation adopted or order issued under this title may be fined in accordance with subsection (b) of this section. (b) (1) Any officer, director, employee, or agent of an insurance holding company system who willfully and knowingly subscribes to or makes or causes to be made any false statement, report, or filing with the intent to deceive the Commissioner in the performance of the Commissioner’s duties under this article is guilty of a misdemeanor and on conviction is subject to a fine not exceeding $100,000 or imprisonment not exceeding 5 years or both. (2) Any fines imposed under this section shall be paid by the officer, director, employee, or agent in his or her individual capacity.

Source: Open US Law by Vaquill AI (CC BY 4.0)URL: https://mgaleg.maryland.gov/mgawebsite/Laws/StatutesFetched: 10/16/2026