Michigan § 500.6011 - Reorganization plan; filing of documents; hearing; approval or disapproval of plan by commissioner; conditions for approval; retention and assistance of qualified expert.

After adoption by the mutual company's board of directors and prior to the members' approval of the plan of reorganization, a mutual company shall file all of the following documents with the commissioner for review and approval:

The plan of reorganization.

The form of notice required by section 6013 for eligible members to vote on the plan.

Any proxies to be solicited from eligible members and any other soliciting materials.

The proposed articles of incorporation and bylaws of the mutual holding company, each intermediate holding company, if any, and the revised articles of incorporation and bylaws of the converted company.

The commissioner may hold a hearing to review a plan of reorganization. The commissioner shall approve the plan upon finding both of the following:

The plan complies with this chapter.

The plan is fair and equitable to the interests of the policyholders.

The commissioner shall approve or disapprove a plan by not later than 90 days after the filing of the documents under subsection (1).

The commissioner may conditionally approve a plan if he or she determines that conditions are reasonably necessary to protect policyholder interests. The conditions may include, but are not limited to, the following:

Prior approval of any concurrent or subsequent acquisition, merger, or formation of affiliate entities of the mutual holding company.

Prior approval of the capital structure of or any changes to the capital structure of any intermediate holding company.

Prior approval of any initial public offering or of any other issuance of equity or debt securities of an intermediate holding company or of the converted company in a private sale or public offering.

Prior approval of the expansion of the mutual holding insurance company system into lines of business, industries, or operations for which it was not licensed or authorized at the time of the reorganization.

Limitations on dividends and distributions if the effect would be to reduce capital and surplus of the converted company, in addition to any limitations that may otherwise be authorized by law.

Limitations on the pledge or encumbrance of the stock of the converted company.

The commissioner may retain, at the mutual company's expense, any qualified expert not otherwise a part of the commissioner's staff to assist in reviewing the plan of reorganization.