Kan. Admin. Regs. § 40-13-17 - Exemption from K.S.A. 40-265 of certain acquisitions and dispositions of securities pursuant to merger or consolidations
(a) The following
transactions shall be exempt from the provisions of
K.S.A.
40-265:
(1)
The acquisition of a security of an insurer, pursuant to a merger or
consolidation, in exchange for a security of a company which, prior to the
merger or consolidation, owned 85 percent or more of the equity securities of
all other companies involved in the merger or consolidation except, in the case
of consolidation, the resulting company;
(2) the disposition of a security, pursuant
to a merger or consolidation of an insurer which, prior to the merger or
consolidation, owned 85 percent or more of the equity securities of the other
companies involved in the merger or consolidation except, in the case of
consolidation, the resulting company;
(3) the acquisition of a security of an
insurer, pursuant to a merger or consolidation in exchange for a security of a
company which, prior to the merger or consolidation, held over 85 percent of
the combined assets of the companies undergoing merger or consolidation,
computed according to their book values prior to the merger or consolidation as
determined by their most recent available financial statements for a 12 month
period prior to the merger or consolidation.
(4) the disposition of a security, pursuant
to a merger or consolidation, of an insurer which, prior to the merger or
consolidation, held over 85 percent of the combined assets of the companies
undergoing merger or consolidation computed according to their book values
prior to merger or consolidation, as determined by their most recent available
financial statements for a 12 month period prior to the merger or
consolidation.
(b) A
merger within the meaning of this regulation shall include the sale or purchase
of substantially all of the assets of one insurer by another in exchange for
stock which is then distributed to the security holders of the insurer which
sold its assets.
(c) The exemption
provided by this regulation shall be unavailable to an officer, director, or
stockholder who shall:
(1) Make any purchase,
other than a purchase exempted by this regulation, of a security in any company
involved in the merger or consolidation; and
(2) make any sale, other than a sale exempted
by this regulation, of a security in any other company involved in the merger
or consolidation.
Notes
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