Tennessee § 56-11-101 - Short title — Definitions.

§ 56-11-101. Short title — Definitions.

This part shall be known and may be cited as the “Insurance Holding Company System Act of 1986.” As used in this part, unless the context otherwise requires: “Affiliate” of, or person “affiliated” with, a specific person, means a person that directly, or indirectly through one (1) or more intermediaries, controls, or is controlled by, or is under common control with, the person specified; “Commissioner” means the commissioner of commerce and insurance; “Control” including “controlling,” “controlled by” and “under common control with” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract other than a commercial contract for goods or non-management services, or otherwise, unless the power is the result of an official position with or corporate office held by the person. “Control” shall be presumed to exist if any person, directly or indirectly, owns, controls, holds with the power to vote, or holds proxies representing ten percent (10%) or more of the voting securities of any other person. This presumption may be rebutted by a showing made in the manner provided by § 56-11-105(k) that control does not exist in fact. The commissioner may determine, after furnishing all persons in interest notice and opportunity to be heard and making specific findings of fact to support the determination that control exists in fact, notwithstanding the absence of a presumption to that effect; “Enterprise Risk” means any activity, circumstance, event or series of events involving one (1) or more affiliates of an insurer that, if not remedied promptly, is likely to have a material adverse effect upon the financial condition or liquidity of the insurer or its insurance holding company system as a whole, including, but not limited to, anything that would cause the insurer's Risk-Based Capital to fall into company action level as set forth in § 56-46-104 or would cause the insurer to be in hazardous financial condition as set forth in Tenn. Comp. R. & Reg. 0780-01-66, as amended; “Group-wide supervisor” means the regulatory official authorized to engage in conducting and coordinating group-wide supervision activities who is determined or acknowledged by the commissioner under § 56-11-116(d) to have sufficient significant contacts with the internationally active insurance group; “Health maintenance organization” means a health maintenance organization as defined at § 56-32-102; “Health maintenance organization holding company system” means two (2) or more affiliated persons, one (1) of which is a health maintenance organization. “Health maintenance organization holding company system” also means a corporation regulated pursuant to title 56, chapter 29, which owns or controls, either directly or indirectly, a health maintenance organization; “Insurance holding company system” means two (2) or more affiliated persons, one (1) or more of which is an insurer; “Insurer” has the same meaning as “insurance company,” as set forth in § 56-1-102, except that it does not include: Agencies, authorities or instrumentalities of the United States, its possessions and territories, the Commonwealth of Puerto Rico, the District of Columbia, or a state or political subdivision of a state; Fraternal benefit societies; Nonprofit medical and hospital service associations; or Nonprofit dental service corporations; “Internationally active insurance group” means an insurance holding company system that includes an insurer registered under § 56-11-105 and meeting the following criteria: Premiums are written in at least three (3) countries; The percentage of gross premiums written outside the United States is at least ten percent (10%) of the insurance holding company system's total gross written premiums; and Based on a three-year rolling average, the total assets of the insurance holding company system are at least fifty billion dollars ($50,000,000,000), or the total gross written premiums of the insurance holding company system are at least ten billion dollars ($10,000,000,000); “Person” means an individual, a corporation, a limited liability company, a partnership, an association, a joint stock company, a trust, an unincorporated organization, any similar entity or any combination of the foregoing acting in concert, but does not include any joint venture partnership exclusively engaged in owning, managing, leasing or developing real or tangible personal property; “Securityholder” of a specified person is one who owns any security of the person, including common stock, preferred stock, debt obligations and any other security convertible into or evidencing the right to acquire any of the foregoing; “Subsidiary” of a specified person is an affiliate controlled by the person directly or indirectly through one (1) or more intermediaries; and “Voting security” includes any security convertible into or evidencing a right to acquire a voting security. Acts 1986, ch. 572, § 1; 2000, ch. 708, § 3c; T.C.A. § 56-11-201 ; Acts 2014, ch. 583, §§ 1, 2; 2018, ch. 873, § 13. Code Commission Notes. Former part 2, §§ 56-11-201 — 56-11-215 , was redesignated as part 1, §§ 56-11-101 — 56-11-115 , by the code commission in 2008. Compiler's Notes. Former §§ 56-11-101 — 56-11-111 (Acts 1970, ch. 462, §§ 1-11; 1989, ch. 591, § 57; T.C.A., §§ 56-3901 — 56-3911; 1989, ch. 591, § 57), concerning registration and examination of affiliated insurers, were repealed by Acts 1986, ch. 572, § 16. For provisions relating to insurance holding company systems, see this part. Amendments. The 2018 amendment added the definitions of “group-wide supervisor” and “internationally active insurance group” in (b). Effective Dates. Acts 2018, ch. 873, § 18. May 3, 2018.