Arizona § 20-1576 - Mergers and consolidations of title insurers

§ 20-1576. Mergers and consolidations of title insurers

A. A title insurer incorporated under the laws of this state may merge, be merged by or consolidated with, one or more title insurers whether or not so incorporated, by complying with the provisions of general law governing the merger or consolidation of stock corporations formed for profit, but subject to the further provisions of this section:

1. No such merger or consolidation shall be effectuated unless in advance thereof, the plan and agreement therefor have been filed with the director. The director shall examine the terms and conditions of such merger or consolidation, and of any exchange of shares or securities pursuant thereto, after holding a hearing at which all persons or parties to whom it is proposed to issue shares or securities in such exchange shall have the right to appear. After such hearing, the director shall either approve or disapprove the fairness of such terms and conditions of exchange. The director shall give such approval within a reasonable time after filing of a plan or agreement unless he finds such plan or agreement:

(a) Is contrary to law; or

(b) Inequitable to the stockholders of such insurer; or

(c) Would substantially reduce the security of and services to be rendered to policyholders of the domestic title insurer in this state or elsewhere.

2. Where such merger or consolidation involves a parent company absorbing a wholly-owned subsidiary, the director may, in his discretion, dispense with the holding of a hearing.

B. No director, officer, agent or employee of any title insurer party to such acquisition shall receive any fee, commission, compensation or other valuable consideration whatsoever for in any manner aiding, promoting or assisting therein except as set forth in such plan or agreement.

C. If the director does not approve any such plan or agreement, he shall notify the title insurer in writing specifying in detail his reasons therefor.