Mississippi § 83-31-119 - Subscription rights and alternatives.

§ 83-31-119. Subscription rights and alternatives.

Except for an alternative plan under Section 83-31-127, each conversion plan must specify the subscription rights of eligible members. The plan must include a provision that: Each eligible member is to receive, without payment by the member, nontransferable subscription rights to purchase a portion of the capital stock of the converted stock company, including a method for determining the number of shares which may be purchased; and In the aggregate, all eligible members have the right, before the right of any other party, to purchase one hundred percent (100%) of the capital stock of the converted stock company; however, that such plan may provide for the sale or distribution of capital stock to the holders of surplus notes, if any, but only upon such terms and conditions as may be approved by the commissioner. As an alternative to subscription rights in the converted stock company, the conversion plan may provide that each eligible member is to receive, without payment by the member, nontransferable subscription rights to purchase a portion of the capital stock of one of the following: A corporation organized for the purpose of purchasing and holding all the stock of the converted stock company; A stock insurance company owned by the mutual insurance company into which the mutual insurance company is to be merged; or An unaffiliated stock insurance company or other corporation that is to purchase all the stock of the converted stock company. The conversion plan must provide that the subscription rights are allocated in whole shares among the eligible members using a fair and equitable method, with such exceptions and other terms and conditions as the commissioner may approve. The method may consider, but is not required to consider, how the different classes of policies of the eligible members contributed to the surplus of the mutual insurance company or any other factors that may be fair or equitable as determined by the board of directors. The conversion plan must provide a fair and equitable means for allocating shares of capital stock in the event of an oversubscription to shares by eligible members exercising subscription rights under this section. Notwithstanding any other provision of Sections 83-31-47 or 83-31-101 through 83-31-181 to the contrary, no officer, director or employee of any insurer reorganizing under any provision of Sections 83-31-47 or 83-31-101 through 83-31-181 shall be eligible to receive subscription rights to, purchase or acquire any stock in the reorganized stock insurance company under any plan except in accordance with his rights as an eligible member, and then he shall receive only such rights as are received by other similarly situated eligible members.