2022 Indiana Code
Title 27. Insurance
Article 14. Mutual Insurance Holding Company Law
Chapter 4. Issuance of Capital Stock
27-14-4-5. Mandatory Provisions of Plan to Issue Stock

Sec. 5. A plan to issue stock in a public offering (other than an offering solely in connection with a consolidation, merger, share exchange, or other business combination or an offering of stock under a stock option or other employee benefit plan) must do the following:

(1) Provide for each eligible member to receive, without payment, nontransferable subscription rights to purchase a portion of the stock of the applicant.

(2) Specify how subscription rights are to be allocated in whole shares of stock among the eligible members.

(3) Provide a fair and equitable means for allocating shares of stock in the event of an over-subscription to the shares by eligible members exercising subscription rights received under this chapter.

(4) Provide that any shares of stock not subscribed to by eligible members exercising subscription rights received under this chapter, or not subscribed to by an employee benefit plan or by directors, officers, and employees exercising subscription rights, will be sold:

(A) in a public offering through an underwriter;

(B) through private placement; or

(C) by any other method approved by the commissioner that is fair and equitable to members.

(5) Provide that the MIHC will adopt articles of incorporation or articles of amendment that include a provision prohibiting the MIHC from waiving any dividends from its subsidiaries except after approval of the waiver by the board of directors of the MIHC and by the commissioner.

(6) Establish a pricing committee within the board of directors of the entity making the offering of stock, consisting exclusively of outside directors.

(7) Require that the shares not be issued without the favorable written opinion of the independent financial advisor as required by IC 27-14-6-4.

As added by P.L.5-2000, SEC.4.