Regular Session 2015-2016 House Bill 0159 P.N. 0145

PRINTER'S NO. 145

THE GENERAL ASSEMBLY OF PENNSYLVANIA

HOUSE BILL

No.

159

Session of

2015

INTRODUCED BY KAMPF, KILLION, TOBASH, PICKETT, ROSS AND GRELL,

JANUARY 22, 2015

REFERRED TO COMMITTEE ON INSURANCE, JANUARY 22, 2015

AN ACT

Amending Title 40 (Insurance) of the Pennsylvania Consolidated

Statutes, providing for medical professional liability

reciprocal exchange-to-stock conversion and for adoption of

plan of conversion; imposing duties on Insurance

Commissioner; providing for contents of plan of conversion,

for optional provisions of plan of conversion, for

alternative plan of conversion, for effective date of plan,

for rights of subscribers whose policies are issued after

adoption of plan and before effective date, for corporate

existence, for conflict of interest, for failure to give

notice, for limitation on actions, for reciprocal insurer

insolvent or in hazardous financial condition, for rules and

regulations, for laws applicable to stock company, for

licensing of stock company and commencement of business as an

insurance company, for amendment of policies and for

prohibition on acquisitions of control.

The General Assembly of the Commonwealth of Pennsylvania

hereby enacts as follows:

Section 1. Title 40 of the Pennsylvania Consolidated

Statutes is amended by adding a chapter to read:

CHAPTER 35

MEDICAL PROFESSIONAL LIABILITY

RECIPROCAL EXCHANGE-TO-STOCK CONVERSION

Sec.

3501. Definitions.

3502. Adoption of plan of conversion.

3503. Contents of plan of conversion.

3504. Optional provisions of plan of conversion.

3505. Alternative plan of conversion.

3506. Effective date of plan.

3507. Rights of subscribers whose policies are issued after

adoption of plan and before effective date.

3508. Corporate existence.

3509. Conflict of interest.

3510. Failure to give notice.

3511. Limitation on actions.

3512. Reciprocal insurer insolvent or in hazardous financial

condition.

3513. Rules and regulations.

3514. Laws applicable to stock company.

3515. Licensing of stock company and commencement of business

as an insurance company.

3516. Amendment of policies.

3517. Prohibition on acquisition of control.

§ 3501. Definitions.

The following words and phrases when used in this chapter

shall have the meanings given to them in this section unless the

context clearly indicates otherwise:

"Attorney." The person that manages and acts as the

attorney-in-fact for the reciprocal insurer.

"Commissioner." The Insurance Commissioner of the

Commonwealth.

"Department." The Insurance Department of the Commonwealth.

"Eligible subscriber." A subscriber of a reciprocal insurer

whose policy is in force on at least one of the following dates:

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(1) the date the reciprocal insurer or its attorney

adopts a plan of conversion; or

(2) if a different date, on the record date for

establishing subscribers eligible to vote on the plan of

conversion.

"Participating policy." A policy that grants a holder the

right to receive dividends if, as and when declared by the

reciprocal insurer.

"Person." An individual, a corporation, a limited liability

company, a partnership, an association, a joint stock company, a

trust, an unincorporated organization, a similar entity or a

combination of the foregoing acting in concert.

"Plan of conversion" or "plan." A plan adopted under this

chapter to convert the reciprocal insurer into a stock company

by the subscribers' advisory committee or an equivalent

governing body of the reciprocal insurer or, in the absence of a

governing body, by the board of directors or governing body of

the attorney for the reciprocal insurer.

"Policy." An insurance policy issued by the reciprocal

insurer.

"Reciprocal insurer." A Pennsylvania-domiciled reciprocal

and inter-insurance exchange, as established in Article X of the

act of May 17, 1921 (P.L.682, No.284), known as The Insurance

Company Law of 1921, that is authorized to write medical

professional liability insurance and at least 50% of its direct

written premium in the calendar year preceding adoption of the

plan of conversion consisted of medical professional liability

insurance.

"Stock company." An insurance company that:

(1) meets the requirements for admission to do business

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as a domestic Pennsylvania insurer;

(2) is formed at the direction of the reciprocal insurer

or attorney; and

(3) shall be the successor of the reciprocal insurer by

the merger of the reciprocal insurer with and into the stock

company or by another means approved by the commissioner.

§ 3502. Adoption of plan of conversion.

(a) Plan of conversion.--The following shall apply:

(1) A plan of conversion may not become effective unless

the reciprocal insurer seeking to convert to a stock company

has adopted:

(i) by the affirmative vote of not less than two-

thirds of the subscribers' advisory committee or an

equivalent governing body of the reciprocal insurer; or

(ii) in the absence of a governing body, by the

board of directors or governing body of the attorney for

the reciprocal insurer, a plan of conversion consistent

with the requirements of sections 3503 (relating to

contents of plan of conversion) and 3504 (relating to

optional provisions of plan of conversion).

(2) Before approval of a plan by the commissioner, the

reciprocal insurer may amend or withdraw the plan under

paragraph (1) by the affirmative vote of not less than two-

thirds of:

(i) its subscribers' advisory committee or an

equivalent governing body of the reciprocal insurer; or

(ii) in the absence of a governing body, by the

board of directors or governing body of the attorney for

the reciprocal insurer.

(b) Eligible subscriber.--A person insured under a group

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policy that is otherwise an eligible subscriber also shall be an

eligible subscriber. A person whose policy becomes effective

after the adoption of the plan or the voting record date, if a

later date, but before the plan's effective date is not an

eligible subscriber but shall have the rights established under

section 3507 (relating to rights of subscribers whose policies

are issued after adoption of plan and before effective date).

(1) Before a reciprocal insurer's eligible subscribers

may vote on approval of a plan, the reciprocal insurer or the

attorney shall file the following documents with the

commissioner within 90 days after adoption of the plan:

(i) the plan of conversion, including the

independent evaluation of pro forma market value required

under section 3503(d).

(ii) the form of notice required under subsection

(g);

(iii) the form of proxy to be solicited from

eligible subscribers under subsection (h);

(iv) the form of notice required under section 3508

(relating to corporate existence) to persons whose

policies are issued after adoption of the plan, but

before its effective date;

(v) the proposed articles of incorporation and

bylaws of the stock company;

(vi) the acquisition of control statement, as

required under section 1402 of the act of May 17, 1921

(P.L.682, No.284), known as The Insurance Company Law of

1921; and

(vii) other information as the commissioner may

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request.

(2) Upon filing of the documents required under this

subsection with the commissioner, the reciprocal insurer

shall send to eligible subscribers a notice advising eligible

subscribers of:

(i) the adoption and filing of the plan;

(ii) the ability of subscribers to provide the

commissioner and the reciprocal insurer with comments on

the plan within 30 days of the date of the notice; and

(iii) the procedure for making comments.

(d) Notice and approval of plan.--The commissioner shall

immediately give written notice to the reciprocal insurer of a

decision and, in the event of disapproval, a statement in detail

of the reasons for the decision. The commissioner shall approve

the plan if the commissioner finds the following:

(1) the plan complies with this chapter;

(2) the plan will not prejudice the interests of the

subscribers; and

(3) the plan's method of allocating subscription rights

is fair and equitable.

(e) Experts.--At the reciprocal insurer's expense, the

commissioner may retain a qualified expert not otherwise a part

of the commissioner's staff to assist in reviewing the plan and

the independent evaluation of the pro forma market value

required under section 3503(d).

(f) Hearing.--The commissioner may order a hearing on

whether the terms of the plan comply with this chapter after

giving written notice to the reciprocal insurer and other

interested persons, all of whom have the right to appear at the

hearing.

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(g) Notice of subscribers' meeting.--The following shall

apply:

(1) Eligible subscribers shall be sent notice of the

subscribers' meeting to vote upon the plan. The notice must:

(i) briefly, but fairly describe the proposed

conversion plan;

(ii) inform the subscriber of the subscriber's right

to vote upon the plan; and

(iii) be sent to each subscriber's last known

address, as shown on the reciprocal insurer's records, at

least 30 days before the time fixed for the meeting.

(2) If the reciprocal insurer holds an annual meeting of

subscribers and the meeting to vote upon the plan is held at

the annual meeting, only a combined notice of meeting is

required.

(h) Voting.--The plan shall be voted upon by eligible

subscribers and shall be deemed approved upon receiving the

affirmative vote of at least two-thirds of the votes cast by

eligible subscribers. Unless the governing documents of the

reciprocal insurer establish a different date, the record date

for determining subscribers eligible to vote on the plan shall

be the date of adoption of the plan or other date set forth in

the plan that shall be no less than 30 nor more than 90 days

before the date of the meeting. Eligible subscribers entitled to

vote upon the proposed plan may vote in person or by proxy.

Unless the governing documents of the reciprocal insurer provide

otherwise, an eligible subscriber may cast one vote.

(i) Approval of plan.--A merger of the reciprocal insurer

with and into the stock company must be approved at the meeting

of the subscribers called for the purpose of approving the plan

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of conversion and shall require for approval or ratification the

affirmative vote of at least two-thirds of the votes cast by

eligible subscribers.

(j) Documents to be filed following approval.--Within 30

days after the eligible subscribers approved the plan, the stock

company shall file the following documents with the

commissioner:

(1) the minutes of the meeting of the eligible

subscribers at which the plan was approved;

(2) the articles of incorporation and bylaws of the

stock company; and

(3) articles of merger for the merger of the reciprocal

insurer with and into the stock company. The plan shall be

consummated upon the filing of the articles of merger.

§ 3503. Contents of plan of conversion.

(a) Contents.--The following provisions shall be included in

a plan of conversion:

(1) The reasons for proposed conversion.

(2) The effect of conversion on existing policies,

including a provision that the policies in force on the

effective date of conversion continue to remain in force

under the terms of the policies, except that the following

rights, to the extent they existed in the reciprocal insurer,

shall be extinguished on the effective date of the

conversion:

(i) The voting rights of the subscribers provided

under the policies.

(ii) The right to share in the surplus of the

reciprocal insurer provided for under the policies.

(iii) The assessment provisions provided for under

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the policies.

(3) The grant of subscription rights to eligible

subscribers, including all of the following:

(i) A provision that each eligible subscriber is to

receive, without payment, nontransferable subscription

rights to purchase a portion of the capital stock of the

stock company and that, in the aggregate, the eligible

subscribers may, prior to the right of any other party,

purchase 100% of the capital stock of the stock company,

exclusive of the shares of capital stock required to be

sold or distributed to the holders of surplus notes or

the shares of capital stock required to be sold or

distributed to subscribers under the reciprocal insurer's

constituent documents.

(ii) As an alternative to subscription rights in the

stock company, the plan may provide that each eligible

subscriber is to receive, without payment,

nontransferable subscription rights to purchase a portion

of the capital stock of one of the following:

(A) the attorney or a holding company that will

act as the holding company for the stock company and,

in either case, will hold the stock of the stock

company; or

(B) an insurance company or other corporation

that will purchase all the stock of or otherwise

acquire the stock company.

(iii) A provision that the subscription rights shall

be allocated in whole shares among the eligible

subscribers using a fair and equitable formula. This

formula may, but need not, take into account how the

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different classes of policies of the eligible subscribers

contributed to the surplus of the reciprocal insurer or

any other factors that may be fair or equitable.

(b) Oversubscription.--The plan shall provide a fair and

equitable means for allocating shares of capital stock in the

event of an oversubscription to shares by eligible subscribers

exercising subscription rights received under subsection (a)(3).

share of capital stock not subscribed to by an eligible

subscriber exercising subscription rights received under

subsection (a)(3) shall be sold in a public offering through an

underwriter or in another transaction approved by the

commissioner. If the number of shares of capital stock not

subscribed by eligible subscribers is so small in number or

other factors exist that do not warrant the time or expense of a

public offering, the plan of conversion may provide for sale of

the unsubscribed shares through a private placement or other

alternative method approved by the commissioner that is fair and

equitable to eligible subscribers.

(d) Market value of capital stock.--The following shall

apply:

(1) The plan shall set the price of the capital stock

equal to the estimated pro forma market value of the stock

company as successor to the reciprocal insurer based upon an

independent evaluation by a qualified expert.

(2) The pro forma market value may be the value that is

estimated to be necessary to attract full subscription for

the shares, as indicated by the independent evaluation and

may be stated as a range of pro forma market value.

(3) If the attorney is a party to the conversion either

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as the entity that grants subscription rights to subscribers

or the attorney is simultaneously acquired by the stock

company in connection with the conversion, the incremental

value of the attorney shall be included in the estimate of

pro forma market value of the stock company as successor to

the reciprocal insurer.

(4) The qualified expert shall consider the effect on

the pro forma market value of a right of subscribers to a

return of capital contained in the subscriber agreement or

other operative document of the reciprocal insurer.

(e) Purchase price of capital stock and minimum subscription

amount.--The plan shall set the purchase price per share of

capital stock equal to a reasonable amount. The minimum

subscription amount required of an eligible subscriber, however,

cannot exceed $500, but the plan may provide that the minimum

number of shares a person may purchase under the plan is 25

shares.

(f) Limitation on amount of capital stock purchase.--The

plan shall provide that a person or group of persons acting in

concert may not acquire, in the public offering or under the

exercise of subscription rights, more than 5% of the capital

stock of the stock company or the stock of another corporation

that is participating in the conversion plan, as provided in

subsection (a)(3)(i), except with the approval of the

commissioner. The limitation does not apply to an entity that is

to purchase 100% of the capital stock of the converted company

as part of the plan of conversion approved by the commissioner.

(g) Limitation on directors and officers.--The plan shall

provide that a director or officer or person acting in concert

with a director or officer of the reciprocal insurer or the

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attorney may not acquire capital stock of the stock company or

the stock of another corporation that is participating in the

conversion plan, as provided in subsection (a)(3)(i), for three

years after the effective date of the plan, except through a

broker-dealer, without the permission of the commissioner. This

subsection does not prohibit the directors and officers from

making a block purchase of 1% or more of the outstanding common

stock:

(1) other than through a broker-dealer if approved in

writing by the department;

(2) through the exercise of subscription rights received

under the plan; or

(3) from participation in a stock benefit plan approved

by shareholders under section 3509(b) (relating to conflict

of interest).

(h) Sale of stock by directors and officers.--The plan shall

provide that a director or officer may not sell stock purchased

under this section or section 3504(a) (relating to optional

provisions of plan of conversion) w ithin one year after the

effective date of the conversion.

(i) Holders of surplus notes.--The plan shall provide that

the rights of a holder of a surplus note to participate in the

conversion shall be governed by the terms of the surplus note

and the rights of subscribers to a return of capital shall be

governed by the subscriber agreement or other operative document

of the reciprocal insurer.

(j) Repurchase of capital stock.--The plan shall provide

that, without the prior approval of the commissioner, a stock

company, or a corporation participating in the conversion plan

under subsection (a)(3)(i), may not for a period of three years

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from the date of the completion of the conversion repurchase any

of its capital stock from a person. The restriction under this

subsection shall not apply to either:

(1) a repurchase on a pro rata basis under an offer made

to the shareholders of the stock company or a corporation

participating in the conversion plan under subsection (a)(3)

(i); or

(2) a purchase in the open market by a tax-qualified or

nontax-qualified employee stock benefit plan in an amount

reasonable and appropriate to fund the plan.

§ 3504. Optional provisions of plan of conversion.

(a) Subscription rights.--The plan may provide that the

directors and officers of the attorney and the reciprocal

insurer shall receive, without payment, nontransferable

subscription rights to purchase capital stock of the stock

company or the stock of another corporation that is

participating in the conversion plan, as provided in section

3503(a)(3)(ii) (relating to contents of plan of conversion) . The

subscription rights shall be allocated among the directors and

officers by a fair and equitable formula and shall be

subordinate to the subscription rights of eligible subscribers.

This chapter may not require the subordination of subscription

rights received by directors and officers in their capacity as

eligible subscribers.

(b) Maximum share purchase by directors and officers.--The

aggregate total number of shares that may be purchased by

directors and officers of the attorney and the reciprocal

insurer in their capacity under subsection (a) and in their

capacity as eligible subscrib ers under section 3503(a)(3) may

not exceed 35% of the total number of shares to be issued if

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total assets of the reciprocal insurer are less than $50,000,000

or 25% of the total number of shares to be issued if total

assets of the reciprocal insurer are more than $500,000,000. For

reciprocal companies with total assets of or between $50,000,000

and $500,000,000, the percentage of the total number of shares

that may be purchased shall be interpolated.

creation of a liquidation account for the benefit of subscribers

in the event of voluntary liquidation subsequent to conversion

in an amount equal to the surplus of the reciprocal insurer,

exclusive of the principal amount of a surplus note, on the last

day of the quarter immediately preceding the date of adoption of

the plan.

§ 3505. Alternative plan of conversion.

A plan of conversion may be adopted that does not rely in

whole or in part upon issuing nontransferable subscription

rights to subscribers to purchase stock of the stock company if

the commissioner finds that the plan does not prejudice the

interests of the subscribers, is fair and equitable and is not

inconsistent with the purpose and intent of this chapter. An

alternative plan may:

(1) Include the acquisition or merger of the stock

company or a corporation participating in the conversion plan

under section 3503(a)(3)(ii) (relating to contents of plan of

conversion) by or into a domestic or foreign stock company.

(2) Provide for issuing stock, cash or other

consideration to subscribers instead of subscription rights.

(3) Set forth another plan containing any other

provisions approved by the commissioner.

§ 3506. Effective date of plan.

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A plan is effective when the following have been completed:

(1) The commissioner has approved the plan.

(2) The eligible subscribers have approved the plan.

(3) If the stock company becomes successor to the

reciprocal insurer by merger, the eligible subscribers have

approved the merger of the reciprocal insurer with and into

the stock company and the articles of merger have been filed

with the Secretary of the Commonwealth.

§ 3507. Rights of subscribers whose policies are issued after

adoption of plan and before effective date.

(a) Notice.--A subscriber shall be sent a written notice

regarding the plan upon issuance of a policy if the subscriber's

policy is issued after the later of:

(1) the date the proposed plan has been adopted; or

(2) if different, the record date for establishing

subscribers eligible to vote on the plan.

The notice shall be sent before the effective date of the plan.

(b) Cancellation and refund.--A subscriber entitled to

receive the notice provided for in subsection (a) shall be

advised of the subscriber's right of cancellation and to a pro

rata refund of unearned premiums.

filed a claim under the subscriber's insurance policy may not

receive a refund under subsection (b). A person who has

exercised the rights provided under subsection (b) may not make

or file a claim under the subscribers insurance policy.

§ 3508. Corporate existence.

On the effective date of the conversion, the corporate

existence of the reciprocal insurer continues in the stock

company. On the effective date of the conversion, the assets,

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rights, franchises and interests of the reciprocal insurer in

and to every species of real, personal and mixed property and

the accompanying things in action, are vested in the stock

company, without a deed or other instrument of transfer and the

stock company assumes the obligations and liabilities of the

reciprocal insurer.

§ 3509. Conflict of interest.

(a) Compensation.--A director, officer, agent or employee of

the attorney or reciprocal insurer may not receive a fee,

commission or other valuable consideration, other than his usual

regular salary or compensation, for aiding, promoting or

assisting in a conversion under this chapter except as provided

for in the plan approved by the commissioner. This subsection

does not prohibit the payment of reasonable fees and

compensation to counsel, accountants and actuaries for services

performed in the independent practice of their professions, even

if the counsel, accountant or actuary is also a director or

officer of the attorney or the reciprocal insurer.

(b) Stock benefit plan.--For a period of two years after the

effective date of the conversion, a stock company may not

implement a nontax-qualified stock benefit plan unless the plan

is approved by a majority of votes eligible to be cast at a

meeting of shareholders held not less than six months after the

effective date of the conversion.

with a plan of conversion shall be paid for or reimbursed by the

reciprocal insurer or the stock company. If the plan provides

for participation by another corporation or stock company in the

plan under section 3503(a)(3)(ii) (relating to contents of plan

of conversion), the corporation or stock company may pay for or

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reimburse all or a portion of the costs and expenses connected

with the plan.

§ 3510. Failure to give notice.

If the reciprocal insurer complies substantially and in good

faith with the notice requirements of this chapter, the

reciprocal insurer's failure to send a subscriber the required

notice does not impair the validity of an action taken under

this chapter.

§ 3511. Limitation on actions.

An action challenging the validity of or arising out of acts

taken or proposed to be taken under this chapter shall be

commenced no later than 30 days after the later of the approval

of the plan by the commissioner or the deemed approval of the

plan by a vote of the eligible subscribers.

§ 3512. Reciprocal insurer insolvent or in hazardous financial

condition.

(a) Waiver of requirements.--If a reciprocal insurer seeking

to convert is insolvent or is in hazardous financial condition

according to information supplied in its most recent annual or

quarterly statement filed with the department or as determined

by a financial examination performed by the department under

Article IX of the act of May 17, 1921 (P.L.789, No.285), known

as The Insurance Department Act of 1921, the requirements of

this chapter, including notice to and policyholder approval of

the plan of conversion, may be waived at the discretion of the

commissioner, if requested by the attorney or the reciprocal

insurer. If a waiver under this section is ordered by the

commissioner, the reciprocal insurer shall specify the following

in its plan of conversion:

(1) The method and basis for the issuance of the stock

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company's shares of its capital stock to an independent party

in connection with an investment by the independent party in

an amount sufficient to restore the stock company, as

successor to the reciprocal insurer, to a sound financial

condition.

(2) That the conversion shall be accomplished without

granting subscription rights or other consideration to the

past, present or future subscribers.

(b) Authority of commissioner.--This section shall not alter

or limit the authority of the commissioner under the provisions

of law, including, but not limited to, Article V of The

Insurance Department Act of 1921.

§ 3513. Rules and regulations.

The commissioner may promulgate rules and regulations to

administer and enforce this chapter.

§ 3514. Laws applicable to stock company.

(a) Control of stock company.--A reciprocal insurer may not

convert under this chapter if as a direct result of the

conversion a person or the person's affiliates acquire control

of the stock company, unless that person and the person's

affiliates comply with the provisions of section 1402 of the act

of May 17, 1921 (P.L.682, No.284), known as The Insurance

Company Law of 1921. For purposes of this subsection, the term

"control" shall have the meaning provided in section 1401 of The

Insurance Company Law of 1921.

(b) Stock insurance company rules.--Except as otherwise

specified in this chapter, a stock company resulting from the

conversion of a reciprocal insurer under this chapter shall have

and may exercise the rights and privileges and shall be subject

to the requirements and regulations imposed upon stock insurance

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companies formed under this act and other laws of this

Commonwealth relating to the regulation and supervision of

insurance companies, but it may not exercise rights or

privileges that other stock insurance companies may not

exercise.

§ 3515. Licensing of stock company and commencement of business

as an insurance company.

The commissioner may waive the minimum surplus requirement of

a stock company in connection with the initial licensing of a

stock company that will be the successor to a reciprocal

insurer. The stock company may not engage in the business of

insurance as a stock company until the completion of the merger

with the reciprocal insurer and compliance with the provisions

of this chapter.

§ 3516. Amendment of policies.

By endorsement or rider approved by the commissioner and sent

to the policyholder, a reciprocal insurer may simultaneously

with or after the adoption of a plan of conversion amend an

outstanding insurance policy for the purpose of extinguishing a

right of the holder of the policy to share in the surplus of the

reciprocal insurer. This amendment shall be void if the plan of

conversion is not submitted to the commissioner or, if

submitted, is disapproved by the commissioner or, if approved by

the commissioner, is not approved by the eligible subscribers on

or before the first anniversary of its approval by the

commissioner.

§ 3517. Prohibition on acquisitions of control.

Except as otherwise specifically provided in section 3503

(relating to contents of plan of conversion), from the date a

plan of conversion is adopted until the effective date of the

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plan of conversion, a person may not directly or indirectly

offer to acquire, make an announcement to acquire or acquire in

any manner, including making a filing with the department for

acquisition under a statute or regulation of this Commonwealth,

the beneficial ownership of 10% or more of a class of a voting

security of the attorney or the stock company that will be the

successor of the reciprocal insurer or of a person that controls

the voting securities of the attorney or the stock company that

will be the successor of the reciprocal insurer.

Section 2. This act shall take effect in 60 days.

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