2013 New York Consolidated Laws
ISC - Insurance
Article 73 - (7301 - 7317) CONVERSION TO DIFFERENT TYPE OF INSURER
7310 - Reorganization of domestic guarantee capital life insurance companies into domestic stock life insurance companies.

 
    §  7310.  Reorganization  of domestic guarantee capital life insurance
  companies into domestic stock life insurance companies. (a) As  used  in
  this section, the following terms shall have the following meanings:
    (1) "Guarantee  capital  insurer" means a domestic life insurer with a
  guarantee capital represented by shares.
    (2) "Shareholder" means a record holder of shares of guarantee capital
  of a guarantee capital insurer.
    (3) "Policyholder" means a holder, as determined by the records  of  a
  guarantee  capital  insurer,  of  an  insurance  contract issued by such
  insurer which is of a type described in paragraph one, two, or three  of
  subsection  (a)  of  section  one  thousand one hundred thirteen of this
  chapter and which entitles the holder thereof, under the charter of  the
  guarantee  capital  insurer, to the policyholder equity interest defined
  in this section. A person who, for purposes of subsection (a) of section
  four thousand two hundred ten  of  this  chapter  would  be  deemed  the
  "policyholder"  of  any insurance contract is deemed to be the holder of
  such contract for purposes of this section.
    (4) "Policyholders' equity interest" means and includes all rights  of
  the  policyholders  as  provided  in or arising under the charter of the
  guarantee capital insurer. The  term  "policyholders'  equity  interest"
  includes  the  policyholders'  right  under  the  charter to vote and to
  participate in distributions of profits and any right arising under  the
  charter  to  participate  in  any  distribution  of surplus whether such
  distribution is made incident to a liquidation of the guarantee  capital
  insurer or otherwise. Anything in the foregoing sentence to the contrary
  notwithstanding,  the  term  "policyholders'  equity  interest" does not
  include any right expressly conferred upon the  policyholders  by  their
  insurance  contracts which is in addition to those rights provided in or
  arising under the charter of the guarantee capital insurer.
    (5) "Plan of reorganization" means a plan of  conversion,  a  plan  of
  merger  or  a  plan  for amendment of charter adopted in accordance with
  this section.
    (6) "Reorganized insurer" means either (i)  the  domestic  stock  life
  insurer  into  which  a  guarantee capital insurer has been converted in
  accordance with this section, or (ii) the corporation surviving a merger
  between a guarantee capital life  insurer  and  a  domestic  stock  life
  insurer  in  accordance with this section, or (iii) the former guarantee
  capital insurer as constituted after an  amendment  to  its  charter  in
  accordance with this section.
    (b)   Any   other   provision   of   this   chapter  to  the  contrary
  notwithstanding, upon compliance with the requirements and completion of
  the proceedings prescribed by this section, a guarantee capital  insurer
  may either (i) convert into a domestic stock life insurer, or (ii) merge
  with  a domestic stock life insurer, or (iii) amend its charter so as to
  eliminate  its  policyholders'  equity  interest.  The   provisions   of
  paragraph four of subsection (a) of section one thousand two hundred six
  of  this  chapter  shall  not  apply to an amendment to the charter of a
  guarantee capital insurer eliminating its policyholders' equity interest
  made under and in accordance with the provisions  of  this  section.  In
  case  of  a  merger  with  a  domestic stock insurer, the domestic stock
  insurer shall comply with the provisions of this chapter  applicable  to
  its participation in a merger.
    (c)   (1)  The  guarantee  capital  insurer  shall  adopt  a  plan  of
  reorganization by the  vote  of  a  majority  of  its  entire  board  of
  directors.  The  plan  of reorganization shall set forth (i) the reasons
  for and purposes of the proposed reorganization, (ii) the  form  of  the
  reorganization  which  shall  be  one of the forms of reorganization set
  forth in subsection (b) of this section, (iii) the manner and  basis  by

  which the reorganization shall take place, and (iv) the consideration to
  be  given  to the shareholders in exchange for their shares of guarantee
  capital and to the policyholders in exchange  for  their  policyholders'
  equity interest or the manner of converting the guarantee capital or the
  policyholders'   equity   interests   into  other  securities  or  other
  consideration. If the reorganized insurer proposes to issue for delivery
  in this state participating insurance policies or contracts, the plan of
  reorganization shall  so  specify  and  shall  be  accompanied  by  such
  information  or  agreements  relative  thereto as the superintendent may
  require pursuant to section four thousand two hundred thirty-one of this
  chapter and, in such event, upon the superintendent's  approval  of  the
  plan  of  reorganization  pursuant  to  this section, the superintendent
  shall, in  accordance  with  said  section  four  thousand  two  hundred
  thirty-one,   issue  a  revocable  permit  to  the  reorganized  insurer
  authorizing it to issue participating policies  and  contracts  in  this
  state. The plan of reorganization may contain any other provisions which
  the  board  of  directors  of  the  guarantee  capital  insurer may deem
  necessary or advisable in connection with the proposed reorganization.
    (2) The consideration to be  given  in  exchange  for  the  shares  of
  guarantee  capital  and the policyholders' equity interest or into which
  such shares and equity interest are  to  be  converted  may  consist  of
  securities   of   the  reorganized  insurer  or  securities  of  another
  corporation or corporations or other consideration or any combination of
  such forms of consideration. The consideration to be given  in  exchange
  for  shares  of  guarantee  capital  or into which such shares are to be
  converted need not be the same as the consideration  given  in  exchange
  for the policyholders' equity interests or into which the policyholders'
  equity  interests  are  to  be converted. The consideration given to any
  class  or  category  of  policyholder  need  not  be  the  same  as  the
  consideration  given  to any other class or category of policyholder. In
  the case of a charter amendment in which the shares of guarantee capital
  remain  outstanding  and  unchanged,  the  plan  need  not  provide  any
  consideration to the holders of such shares.
    (3)  The  plan of reorganization shall include the proposed charter of
  the reorganized insurer set out in accordance  with  subsection  (a)  of
  section  one  thousand  two hundred one of this chapter and its proposed
  by-laws, giving effect to any amendments to the charter or by-laws to be
  effected by the plan of reorganization.
    (4) The plan of reorganization shall specify one or more record  dates
  to  be  used  for  purposes  of  determining  (i)  the  shareholders and
  policyholders who shall be entitled to notice of  and  to  vote  at  the
  meeting  called  pursuant  to  this  section  to  act upon a proposal to
  approve  the  plan  of  reorganization,  (ii)   the   shareholders   and
  policyholders  who  shall  be  entitled  to receive notice of the public
  hearing required  by  this  section,  and  (iii)  the  shareholders  and
  policyholders  who  shall  be  entitled  to  receive  the  consideration
  provided for by the plan. Each shareholder of record on the record  date
  specified  pursuant  to item (iii) of the immediately preceding sentence
  shall be entitled to the consideration provided in the plan on the basis
  of the number of shares held of record by him as of  said  record  date.
  Each  policyholder of record as of such record date shall be entitled to
  the  consideration  provided  for  him  in  the  plan   based   on   his
  policyholder's  equity  interest as of the effective date of conversion,
  merger or charter amendment pursuant to this section  but  only  to  the
  extent  that  such  policyholder's  equity interest arose from insurance
  contracts of which he was the holder as of such record date.
    (5) Upon adoption of the plan of  reorganization,  it  shall  be  duly
  executed by the chairman of the board, the president or a vice president

  and attested by the secretary or an assistant secretary of the guarantee
  capital  insurer  under  such  insurer's  corporate  seal  and  shall be
  submitted to the superintendent with a copy of the resolutions  adopting
  such  plan  accompanied by a certificate of adoption of such resolutions
  subscribed by such officers and affirmed by them as true under penalties
  of perjury and under the seal of the guarantee capital insurer.
    (d) The guarantee capital insurer may, by action of a majority of  the
  entire  board of directors, amend the plan of reorganization at any time
  before the plan becomes  effective  as  provided  by  this  section.  On
  adoption  of  an  amendment it shall be duly executed by the chairman of
  the board, the president  or  a  vice  president  and  attested  by  the
  secretary  or  an  assistant  secretary of the guarantee capital insurer
  under such insurer's corporate  seal  and  shall  be  submitted  to  the
  superintendent  with  a  copy of the resolutions adopting such amendment
  subscribed by such officers and affirmed by them as true under penalties
  of perjury and under the seal of the guarantee capital insurer. In  case
  of  an  amendment,  all  references  in  this  section  to  the  plan of
  reorganization shall be deemed to refer  to  the  plan  as  amended.  No
  amendment  made  after  any  public  hearing required by this section or
  after approval by the shareholders or policyholders as provided in  this
  section  shall  change  the  plan  in  a manner which the superintendent
  determines is materially disadvantageous to the shareholders or  any  of
  the policyholders unless a further public hearing is held on the plan as
  amended  if  the amendment is made after the public hearing, or the plan
  as amended is submitted  for  reconsideration  by  the  shareholders  or
  policyholders,  whichever  is  disadvantaged  by  the  amendment, if the
  amendment is made after the plan has been approved by  the  shareholders
  or  policyholders  under the conditions and procedures determined by the
  superintendent in accordance with this section.
    (e) Upon  submission  to  him  of  the  plan  of  reorganization,  the
  superintendent  may  request any additional documents or information and
  may examine the guarantee capital insurer or any of its  affiliates,  to
  the  extent  he  may determine to be necessary to enable him to make the
  findings required by this section for the approval by him of the plan of
  reorganization.
    (f)  The  superintendent  shall  appoint   one   or   more   qualified
  disinterested   persons   to  appraise  in  writing  the  value  of  the
  policyholders' equity interest and the value of the consideration to  be
  given to the policyholders in exchange for their equity interest or into
  which  such  equity interest shall be converted. Such valuation shall be
  made on a fair and equitable basis taking into account the latest  filed
  annual  or quarterly statement of the guarantee capital insurer, and any
  significant developments  occurring  subsequent  to  the  date  of  such
  statement.  The  appraisers may request of the guarantee capital insurer
  access to its books and records and the furnishing by it  of  any  other
  information  in  its  possession, to the extent they may reasonably deem
  necessary to make the valuations contemplated by this  subsection.  They
  shall  report  to the superintendent any instance in which the guarantee
  capital insurer fails to provide any information requested by them.  The
  appraisers  shall not, under judicial process or otherwise, be obligated
  or  permitted  to  divulge  to  anyone  except  the  superintendent  any
  information  not  otherwise  publicly  available which is so obtained by
  them. The appraisers shall receive reasonable compensation and shall  be
  reimbursed  for reasonable expenses incurred in performing their duties.
  They may, as necessary, employ consultants to advise them  on  technical
  matters  associated  with  the  appraisal. The appraisal report shall be
  made to the superintendent. In making the determinations contemplated by
  this section, the superintendent shall not be  bound  by  any  findings,

  conclusions  or  recommendations made by the appraisers. All information
  obtained by the  superintendent  pursuant  to  this  section,  including
  without  limitation  information  obtained  through examinations by him,
  reports  of  appraisers  and other information secured by appraisers and
  turned over to the superintendent, are hereby specifically exempted,  as
  contemplated by paragraph (a) of subdivision two of section eighty-seven
  of  the public officers law, from disclosure by the superintendent under
  said section eighty-seven. Such exemption shall not preclude  or  exempt
  the  superintendent  from  disclosure  of  such  information pursuant to
  judicial process  under  provisions  of  law  other  than  said  section
  eighty-seven.
    (g)  The  superintendent shall hold a public hearing upon the fairness
  of the terms and conditions of the exchange of the policyholders' equity
  interest for the securities or other consideration provided for  by  the
  plan  of  reorganization  and  upon whether the reorganization is in the
  public interest. Notice stating the  time,  place  and  purpose  of  the
  hearing  shall  be  mailed  to each holder of guarantee capital and each
  policyholder entitled under the plan to receive  such  consideration  at
  his  address as shown on the records of the guarantee capital insurer at
  least thirty days before the date of the hearing. Such notice  shall  be
  preceded  or  accompanied  by  a true and complete copy of the plan or a
  summary thereof  approved  by  the  superintendent  and  by  such  other
  explanatory  information as the superintendent shall approve or require.
  In addition, the guarantee capital insurer  shall  give  notice  of  the
  time,  place and purpose of the hearing by publication in a newspaper of
  general circulation in the city in which the insurer has  its  principal
  office  and  in  two  other  newspapers  of general circulation in other
  cities within or without this state approved by the superintendent. Such
  newspaper publications shall be made not less than fifteen days nor more
  than sixty days before the hearing and shall be in form approved by  the
  superintendent.
    (h)  (1)  A  proposal  to  approve the plan of reorganization shall be
  submitted to a meeting of shareholders and policyholders. Notice stating
  the time, place and purpose of such meeting shall be mailed to each such
  shareholder and policyholder of record as of the  record  date  for  the
  meeting, at his address as shown on the records of the guarantee capital
  insurer,  at  least  thirty  days  before  the date of the meeting. Such
  notice may be combined with notice of the  public  hearing  required  by
  this section. Such notice shall be preceded or accompanied by a true and
  complete  copy  of  the  plan  or  a  summary  thereof  approved  by the
  superintendent  and  by  such  other  explanatory  information  as   the
  superintendent shall approve or require.
    (2)  Each  shareholder of record as of the record date for the meeting
  shall be entitled to cast one vote at such  meeting,  in  person  or  by
  proxy,  for  each  share held of record by him on such record date. Each
  policyholder of record as of the record date for the  meeting  shall  be
  entitled  to  cast  one  vote  at  such  meeting, in person or by proxy,
  irrespective of the number or amount of the policies he holds. Any proxy
  shall be revocable at any time except to the extent that, at the time of
  exercise, the power conferred thereby has been exercised.  The  presence
  in  person or by proxy of (i) the holders of record of two-thirds of the
  outstanding shares  of  guarantee  capital,  and  (ii)  such  number  of
  policyholders as attend in person or proxy shall constitute a quorum for
  the  meeting.  All  votes  shall  be by written ballot cast in person by
  shareholders or policyholders entitled to vote or by proxy  agents  duly
  appointed  by  shareholders  or  policyholders  entitled  to  vote.  The
  proposal to approve the plan of reorganization may  be  adopted  by  the
  affirmative  vote  of  two-thirds of all guarantee capital shares issued

  and outstanding as of the  record  date  and  the  affirmative  vote  of
  two-thirds of all votes cast by policyholders or record as of the record
  date.
    (3)  The  superintendent  shall have power to supervise and direct and
  prescribe rules governing the procedure for the conduct of  the  meeting
  to  such  extent,  consistent with the provisions of this section, as he
  deems necessary to insure a fair and accurate vote.  Such  powers  shall
  include  but  not  be limited to power to supervise and regulate (i) the
  determination of the shareholders and policyholders entitled  to  notice
  of  and  to  vote  at  the meeting, (ii) the giving of notice, (iii) the
  receipt, custody, safeguarding, verification  and  tabulation  of  proxy
  forms and ballots, and (iv) the resolution of disputes.
    (4)  The superintendent shall appoint as inspectors an adequate number
  of personnel of the department of financial services or other  competent
  and   disinterested   persons  and  may  appoint  if  necessary,  expert
  accountants and other assistants and may authorize  the  procurement  of
  stationery  and  supplies  necessary  for  conducting  the  election and
  canvassing the votes.  The inspectors shall have power to determine  all
  questions  concerning  the  verification of the ballots and proxies, the
  ascertainment of the validity thereof, the qualifications of the  voters
  and  the  canvass  of the vote, and with respect thereto shall act under
  such  rules  as  shall  be  prescribed  by   the   superintendent.   Any
  disagreement  among  the  inspectors  shall  be reported to and shall be
  resolved by the superintendent. Any determinations by the inspectors  or
  the superintendent shall be subject to judicial review.
    (5)  Representatives  of  the  shareholders  and of the policyholders,
  including representatives of shareholders and policyholders favoring  or
  opposing  the  approval  of  the  plan,  shall be entitled to be present
  during the filing, casting, verification and canvassing of  the  proxies
  and  ballots  and  shall  be  entitled to examine and object to any such
  proxy or ballot. The superintendent or  the  inspectors  may  limit  the
  number  of  persons  representing any interested person or group and may
  specify fair and  reasonable  procedures  for  the  examination  of  and
  presentation of objections to the proxies and ballots. Costs incurred in
  providing  such  representation  shall not be a charge upon or paid from
  the funds of the guarantee capital insurer.
    (6) Neither the guarantee capital insurer nor any  officer,  agent  or
  employee  thereof  shall  knowingly omit, from any list of policyholders
  entitled to notice  of  the  meeting,  the  name  of  any  policyholders
  required  to  be  included  therein, or shall knowingly omit to give the
  correct name and address of any policyholder, or shall knowingly give  a
  wrong  address.  No  person shall conceal or withhold or aid or abet any
  other person in concealing or withholding any proxy or ballot  from  the
  authorized custodians thereof or from the inspectors. No policyholder or
  shareholder shall sell or offer to sell any vote or proxy for any sum of
  money  or anything of value other than the consideration provided for in
  the plan of reorganization if said plan becomes effective.
    (7)  All  ballots  and  proxies  received  by  the  inspectors   shall
  immediately  upon  the  completion  of  the  canvass be placed in sealed
  packages and shall be preserved by the said inspectors for a  period  of
  one  year,  subject to the order of any court having jurisdiction of any
  proceedings relating thereto, and then  shall  be  turned  over  to  the
  guarantee   capital   insurer,   or  the  reorganized  insurer,  if  the
  reorganization has become effective.
    (8) The meeting and  the  conduct  thereof  shall  at  all  times,  on
  petition  of the superintendent or of any person or persons whose rights
  may be affected, be subject  to  the  supervision  and  control  of  the

  supreme  court  in  the judicial district in which the guarantee capital
  insurer has its home office.
    (9)  The inclusion by the guarantee capital insurer of the name of any
  person in any list of policyholders required by this section  shall  not
  be  construed  as  an  admission  by such insurer of the validity of any
  policy or contract and no such list shall be competent evidence  against
  such  insurer  in  any action or proceeding in which the question of the
  validity of any policy or contract or of any claim under it is involved.
    (10) The provisions of section four thousand two hundred ten  of  this
  chapter  shall  not apply to a meeting of shareholders and policyholders
  held pursuant to this section.
    (11) Upon the conclusion of the vote, the  guarantee  capital  insurer
  shall  submit  to the superintendent (i) a certified copy of the plan of
  reorganization, subscribed by the chairman of the board,  the  president
  or  any  vice  president  and  attested by the secretary or an assistant
  secretary  of  the  guarantee  capital  insurer,  (ii)  a   certificate,
  subscribed  by  the  chairman  of  the  board, the president or any vice
  president and attested by the secretary or assistant  secretary  of  the
  guarantee  capital  insurer,  or subscribed by the person or persons, if
  any, designated by the superintendent to supervise the giving of  notice
  of  the  meeting,  to the effect that notice of the meeting was given in
  accordance with this section to all persons entitled to such notice, and
  (iii) a certificate subscribed by the inspectors of  the  attendance  at
  the  meeting and of the results of the vote thereat, as evidenced by the
  valid proxies and ballots filed thereat. Each such certificate shall  be
  affirmed as true under the penalties of perjury by the person or persons
  subscribing  the  same  and,  in  the  case  of  a certificate signed by
  officers of the guarantee capital insurer, shall be affirmed  under  the
  corporate seal of the guarantee capital insurer.
    (i)  The  superintendent  shall  approve the plan of reorganization in
  writing if he finds that the proposed reorganization  does  not  violate
  this  chapter  and  is  fair  and  equitable to the shareholders and the
  policyholders and the public,  and  that  after  giving  effect  to  the
  reorganization,  the  reorganized insurer would have capital and surplus
  at least equal to the  minimum  capital  and  surplus  required  by  the
  superintendent  for  a newly organized stock insurer doing the same kind
  or kinds of insurance business, or an amount of capital and surplus  the
  superintendent  deems to be reasonably necessary for the solvency of the
  reorganized insurer, whichever is the greater. If  approval  is  denied,
  the  denial shall be in writing setting forth a statement of the reasons
  therefor and the guarantee capital insurer shall have  the  right  to  a
  hearing before the superintendent within thirty days of the date of such
  denial.  Unless  otherwise  agreed by the guarantee capital insurer, the
  superintendent shall approve or disapprove the plan  in  writing  on  or
  before  a date which is the later of: (i) sixty days after submission to
  him of the report of the appraiser or appraisers appointed  pursuant  to
  subsection  (f) of this section, (ii) sixty days after the conclusion of
  the public hearing required by subsection (g) of this section, or  (iii)
  ten  days  after  certification to him of the results of the vote at the
  meeting held pursuant to subsection (h) of this section.
    (j) When the superintendent has given his  approval  of  the  plan  of
  reorganization  as  provided  in  subsection  (i)  of  this  section and
  certification  of  approval  of  the  plan  has   been   made   to   the
  superintendent  as provided in subsection (h) of this section, a copy of
  the plan of reorganization with the superintendent's  approval  endorsed
  thereon  shall be filed in the office of the superintendent. In the case
  of a merger, a copy of such plan shall also be filed in  the  office  of
  the  clerk  of  the  county  where the principal office of the guarantee

  capital insurer and the domestic stock insurer is located. The  plan  of
  reorganization  shall  take  effect  in accordance with its terms on the
  date when the filings required by this subsection have been made  or  on
  such  later  date,  if  any,  as may have been specified in such plan or
  pursuant thereto.
    (k) Upon the conversion of the guarantee capital insurer or merger  in
  the  manner herein provided, all the rights, franchises and interests of
  the former guarantee  capital  insurer,  in  and  to  every  species  of
  property,  real,  personal  and  mixed,  and  things in action thereunto
  belonging, shall be deemed transferred to and vested in the  reorganized
  insurer,   without  any  other  deed  or  transfer;  and  simultaneously
  therewith such company shall be  deemed  to  have  assumed  all  of  the
  obligations  and  liabilities  of  the former guarantee capital insurer,
  other  than  obligations   and   liabilities   with   respect   to   the
  policyholders' equity interest eliminated by the plan of reorganization.
    (l)  No  action or proceeding pending at the time of the conversion or
  merger to which the guarantee capital insurer may be a  party  shall  be
  abated  or  discontinued by reason of such conversion or merger, but the
  same may be prosecuted to final judgment in the same manner  as  if  the
  conversion or merger had not taken place, or the reorganized insurer may
  be  substituted  in  place of such guarantee capital insurer by order of
  the court in which the action or proceeding may be pending.
    (m) The directors and officers of the guarantee capital insurer  shall
  serve  as  directors  and  officers of the reorganized insurer until new
  directors and officers have been duly elected and qualified pursuant  to
  the charter and by-laws of the reorganized insurer.
    (n)  The guarantee capital insurer shall deliver to the superintendent
  at the time of submission  of  the  plan  of  reorganization  a  written
  undertaking in form and substance satisfactory to the superintendent and
  signed by the guarantee capital insurer and by such other persons as the
  superintendent may require, specifying the manner in which all costs and
  expenses  incurred  in  any  manner  in  connection  with  the  plan  of
  reorganization shall be  paid  or  reimbursed.  Such  undertaking  shall
  provide for the payment or reimbursement of all expenses incurred by the
  superintendent  or  the  department  of financial services in connection
  with the plan of reorganization, other than normal operating expenses of
  the department of financial services. Such undertaking shall provide  to
  the  effect that no payment of expenses by the guarantee capital insurer
  or  the  reorganized  insurer  shall,  after  giving   effect   to   any
  reimbursement  or  contribution  received  by  such insurer with respect
  thereto, have the effect of reducing the consideration to be paid to the
  policyholders pursuant to the plan of reorganization or of reducing  the
  portion  of the surplus of the reorganized insurer which is attributable
  to policyholders. The said undertaking shall apply to expenses  incurred
  prior  to  the submission of the plan of reorganization as well as those
  incurred thereafter and shall be binding whether  or  not  the  plan  of
  reorganization   takes   effect.   The   consideration  to  be  paid  to
  policyholders pursuant  to  the  plan  shall  not  be  subject  to  this
  subsection nor to said undertaking.
    (o)  Notice  of the pendency of the proposed reorganization and of the
  effect thereof shall be given by the guarantee capital  insurer  or  the
  reorganized  insurer  in  a manner satisfactory to the superintendent to
  all persons to whom the guarantee capital  insurer  or  the  reorganized
  insurer  delivers  insurance contracts which are issued after the record
  date  specified  for  policyholders  entitled  to  receive  any  of  the
  consideration  provided for in the plan of reorganization but are issued
  on or before the date sixty days after such record  date.  Such  persons
  shall have the right to rescind such contracts, and to receive refund of

  any  amounts paid with respect thereto by written notice to such insurer
  or its agent given within ten days of their  receipt  of  the  aforesaid
  notice given by such insurer.
    (p)  If  the  plan  of  reorganization takes effect, the rights of all
  policyholders thereafter shall be as specified in  the  charter  of  the
  reorganized insurer and in their insurance contracts and they shall have
  no  rights  under  the  charter  of  the  guarantee capital insurer. The
  reorganized insurer shall thereafter be subject to all laws,  rules  and
  regulations  applicable to domestic stock life insurers and shall not be
  subject to any laws, rules or regulations of this  state  applicable  to
  domestic mutual insurers and not to domestic stock life insurers. If the
  reorganized  insurer  has  outstanding shares of guarantee capital after
  the reorganization takes effect, the reorganization shall not affect the
  rights of such shares as provided in  the  charter  of  the  reorganized
  insurer  but for all other purposes of this chapter such shares shall be
  deemed to constitute shares of stock.
    (q) If the guarantee capital insurer  complies  substantially  and  in
  good  faith  with  the  requirements of this section with respect to the
  giving of any required notice  to  shareholders  or  policyholders,  its
  failure  in  any  case  to  give  such  notice  to any person or persons
  entitled thereto shall not  impair  the  validity  of  the  actions  and
  proceedings  taken  under  this  section  or  entitle such person to any
  injunctive or other equitable  relief  with  respect  thereto  but  this
  subsection  shall not impair any claim for damage such person or persons
  would otherwise have due to such failure.
    (r) A shareholder  or  policyholder  whose  shares  or  policyholder's
  equity   interest  would  be  exchanged  for  or  converted  into  other
  consideration pursuant to a plan of reorganization adopted  pursuant  to
  this  section  shall, by complying with section six hundred twenty-three
  of the business corporation law, except as otherwise  provided  in  this
  subsection,  have the right to receive payment for the fair value of his
  shares or policyholder's equity interest. In the case of a policyholder,
  no act pursuant to such section six hundred twenty-three, and no receipt
  by him of any payment pursuant to  such  section  with  respect  to  his
  policyholder's  equity  interest,  shall  impair or otherwise affect his
  rights expressly conferred  by  his  insurance  contract  which  are  in
  addition  to  those  rights conferred by or arising under the charter of
  the guarantee capital insurer. The provisions of section seven  thousand
  one  hundred  nineteen  of  this  chapter  shall  not apply in case of a
  reorganization under this section. For purposes of this subsection,  the
  provisions   of   section  six  hundred  twenty-three  of  the  business
  corporation  law,  other  than  paragraphs  (i)  and  (m)  thereof   are
  applicable except that:
    (1)  The  references to "this chapter" in paragraph (a) of section six
  hundred twenty-three of the business corporation law are deemed to refer
  to this section.
    (2) The references used in section six  hundred  twenty-three  of  the
  business  corporation law to "shareholder" and "shareholders" are deemed
  to include a policyholder or policyholders and the references therein to
  "shares" are, in the case of a policyholder,  deemed  to  refer  to  his
  policyholder's equity interest.
    (3)  The  term  "shareholders  authorization date" used in section six
  hundred twenty-three of the business corporation law is deemed to  refer
  to the date of the meeting required by subsection (h) of this section.
    (4)  In  the  case  of a policyholder, the information with respect to
  shareholdings required by paragraphs (a) and (c) of section six  hundred
  twenty-three  of  the  business  corporation  law to be contained in the
  notice of election to dissent is deemed to refer to the policy number of

  the policyholder's insurance contract entitling him to a  policyholder's
  equity interest.
    (5)  Notwithstanding paragraph (e) of section six hundred twenty-three
  of the business corporation  law,  upon  filing  by  a  policyholder  of
  election to dissent the policyholder shall cease to have any rights with
  respect  to his policyholder's equity interest, but his rights expressly
  conferred by his insurance contract and  not  conferred  by  or  arising
  under  the charter of the guarantee capital insurer shall be unaffected.
  In the case of a policyholder, the provisions of paragraph  (e)  thereof
  providing  for  the  reinstatement  of a shareholder's rights in certain
  events are deemed to provide for  reinstatement  of  his  policyholder's
  equity interest.
    (6)  In  the case of a policyholder, the provision of paragraph (f) of
  section six  hundred  twenty-three  of  the  business  corporation  law,
  referring  to  share  certificates shall be deemed to refer to insurance
  contracts.
    (7) Any provision of paragraph (g) of section six hundred twenty-three
  of the business corporation law to  the  contrary  notwithstanding,  the
  written  offer  made pursuant to said paragraph to the policyholders who
  have filed notices of election to dissent shall be made at  prices  such
  that  the  total  price  offered  to  all  such  policyholders  shall be
  apportioned  among  the  different  classes  and  categories   of   said
  dissenting   policyholders   in   the   same   manner  as  the  plan  of
  reorganization provides for the total consideration to be paid  pursuant
  thereto  to  be  apportioned  among all of the classes and categories of
  policyholders.