In this title the following words have the meanings indicated. “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. “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. “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. “Enterprise risk” includes anything that would: 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 cause the insurer to be in a hazardous financial condition under § 9–102 of this article. “Group capital calculation instructions” means the group capital calculation instructions adopted by the NAIC, as amended from time to time. “Insurance holding company” means a person that directly or indirectly controls an insurer or controls a person that controls an insurer. “Insurance holding company system” means two or more affiliates, at least one of which is an insurer. “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. “NAIC” means the National Association of Insurance Commissioners. “NAIC liquidity stress test framework” means a separate NAIC publication that includes, as adopted by the NAIC and as amended: a history of the NAIC’s development of regulatory liquidity stress testing; the scope criteria applicable for a specific data year; and the liquidity stress test instructions and reporting templates for a specific data year. “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. “Subsidiary” means an affiliate of a person that, directly or indirectly, through one or more intermediaries, is controlled by that person. “Ultimate controlling person” means the person within a holding company system that is not controlled by any other person.

The General Assembly finds that the public interest and the interest of policyholders and stockholders may be adversely affected when: control of an insurer is sought by a person that would use that control adversely to the best interest of policyholders or stockholders; acquisition of control of an insurer would substantially lessen competition or create a monopoly in the insurance business in the State; 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 an insurer pays to stockholders dividends that jeopardize the financial condition of the insurer. The purposes of this title include promoting the public interest by: requiring disclosures in acquisitions or mergers; requiring disclosures of material transactions, relationships between an insurer and its affiliates, and dividends to stockholders paid by insurers; requiring disclosures of relevant information about changes in control of insurers; providing standards governing material transactions between an insurer and its affiliates; and establishing penalties for failure to disclose and providing for the disapproval of certain transactions.

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

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. 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. The presumption of control may be rebutted by showing by a preponderance of the evidence that control does not exist in fact. 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. 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.

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: the size of the insurer as measured by its assets, capital and surplus, reserves, premium writings, insurance in force, and other appropriate criteria; the extent to which the insurer’s business is diversified among the several lines of insurance; the number and size of risks insured in each line of insurance; the geographical dispersion of the insurer’s insured risks; the nature and extent of reinsurance of the insurer’s risks; the quality, diversification, and liquidity of the insurer’s investment portfolio; the recent past and projected future trends in the size of the insurer’s surplus as regards policyholders; the surplus as regards policyholders maintained by comparable insurers; the quality and liquidity of investments in and other transactions with affiliates; the adequacy of the reserves of the insurer; the quality of the earnings of the insurer and the extent to which the reported earnings include extraordinary items; and the recent past and projected future trends in the size and quality of the insurer’s investment portfolio. 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.

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: are confidential material; are not subject to subpoena; may not be made public by the Commissioner, the NAIC, or any other person; and are not subject to discovery or admissible in evidence in any civil action. 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. 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. 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. Except as provided in paragraph (3) of this subsection, the document, material, or information: is recognized as being proprietary and to contain trade secrets; is confidential and privileged; is not subject to the Public Information Act; is not subject to subpoena; and is not subject to discovery or admissible in evidence in any private civil action. 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. 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. 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. 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. In order to assist in the performance of the Commissioner’s duties, the Commissioner: 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: agrees in writing to maintain the confidentiality and privileged status of the document, material, or other information; and has verified in writing the legal authority to maintain confidentiality; 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; 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 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 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. An agreement entered into under paragraph (7)(iv) of this subsection shall: 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; 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; 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; 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; 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; 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 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. The sharing of information by the Commissioner under this title may not constitute a delegation of regulatory authority or rulemaking. The Commissioner is solely responsible for the administration, execution, and enforcement of this title. 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. 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. 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: 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 the insurer may publish announcements in a written publication if: 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 the sole purpose of the announcements is to rebut the materially false statement or inappropriate comparison.

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.

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.

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