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. 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. 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. 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.

With respect to a transaction subject to this subtitle, a person must comply with all requirements of this subtitle before the person: 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 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.

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. The pre–acquisition notification must be filed at least 30 days before a transaction subject to this subtitle is proposed to become effective. The Commissioner may impose sanctions under § 7–405 of this title for failure to file the information required under subsection (a) of this section. 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. 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. 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. Unless the Commissioner determines otherwise, this subsection does not apply if the statement required by subsection (a) of this section is filed.

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. The statement must be filed at least 60 days before a transaction subject to this subtitle is proposed to become effective. The statement required by subsection (a) of this section must contain: 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: the principal occupation of and all offices and positions held by the individual during the past 10 years; and other than minor traffic offenses, crimes of which the individual has been convicted during the past 10 years; 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: 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; a description of the business that the person and its subsidiaries intend to do; 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 for each individual listed under item (iii) of this item: the principal occupation of and all offices and positions held by the individual during the past 10 years; and other than minor traffic offenses, crimes of which the individual has been convicted during the past 10 years; 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; similar unaudited financial information dated within 90 days before the statement is filed; 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; if distributed, copies of any additional soliciting materials that relate to the actions described in item (i) of this item; 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; 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; with regard to any security connected with a transaction subject to this subtitle: the number of shares each acquiring person proposes to acquire; the terms of the offer, invitation, agreement, or transaction subject to this subtitle; and a statement of the method by which the fairness of the proposal was determined; 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: beneficially owned voting securities of the domestic insurer; voting securities of the domestic insurer in which there is a right to acquire beneficial ownership; beneficially owned securities that may be converted into voting securities of the domestic insurer; and securities in which there is a right to acquire beneficial ownership that may be converted into voting securities of the domestic insurer; 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: transfers of the securities; joint ventures; loan or option arrangements; puts or calls; loan guarantees; guarantees against loss or guarantees of profits; divisions of losses or profits; and giving or withholding of proxies; 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: the dates of purchase; the names of the purchasers; and the consideration paid or agreed to be paid; 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: an acquiring person; or any other person, based on interviews with or at the suggestion of the acquiring person; 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; 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; 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 other information necessary or appropriate in the public interest or for the protection of policyholders that the Commissioner requires by regulation. 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: each partner of the partnership or limited partnership; each member of the syndicate or group; and each person controlling a partner or member. 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: the corporation; each officer and director of the corporation; and each person that directly or indirectly is the beneficial owner of more than 10% of the outstanding voting securities of the corporation. 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: the change occurs; or the person that filed the statement learns of the change. 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: a registration statement filed under the Securities Act of 1933; a disclosure containing similar information filed under the Securities Exchange Act of 1934; or a registration or disclosure that contains similar information filed under another State law. 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. 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. 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.

At the time a person files the statement required by § 7-304 of this subtitle, the person shall: file with the Commissioner: 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 any agreement to: exchange or otherwise acquire securities of the domestic insurer or insurance holding company controlling the domestic insurer; or merge with or otherwise acquire control of the domestic insurer or insurance holding company controlling the domestic insurer; and send to the domestic insurer or insurance holding company controlling the domestic insurer: copies of the documents specified in item (1) of this subsection; and any information contained in the statement filed under § 7-304 of this subtitle that the Commissioner requires by regulation. 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: additional materials inviting tender offers after the initial invitations; and amendments to agreements described in subsection (a)(1)(ii) of this section. The additional materials and amendments shall contain the information that the Commissioner requires. 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: copies of the material are first published or sent or given to security holders; or the amendment is entered into.

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. Subject to subsection (c) of this section, the Commissioner shall disapprove a proposed transaction subject to this subtitle if the Commissioner finds that: 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; the transaction may substantially lessen competition in insurance in the State or tend to create a monopoly; 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; 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; 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; any party to an agreement to merge with a domestic insurer is not itself an insurer; or the interests of the domestic insurer’s policyholders and stockholders might otherwise be prejudiced, impaired, or not properly protected. In disapproving a transaction based on a finding under subsection (b)(2) of this section: 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; 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 the disapproval is subject to § 7–405(c) of this title and the informational requirements under § 7–403(c) of this title.

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.

The courts of the State have jurisdiction over: 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 all actions arising out of a violation of this subtitle. 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. Copies of all process shall be served on the Commissioner. The Commissioner shall send a copy of the process by registered mail to the person at the person’s last known address.

A person violates this title if: the person fails to file the statement required by this subtitle; 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 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.