{"data":{"id":"us-ok/okla.-stat.-tit.-36-36-1686","jurisdiction":"us-ok","citation":"Okla. Stat. tit. 36, § 36-1686","heading":"Application for Approval of Insurance Business Transfer","body":"Plan.\n\nA. Application to the Commissioner for Approval of Insurance\n\nBusiness Transfer Plan.\n\n1. An Insurance Business Transfer Plan must be filed by the\n\napplicant with the Insurance Commissioner for his or her review and\n\napproval. The Plan must contain the information set forth below or\n\nan explanation as to why the information is not included. The Plan\n\nmay be supplemented or revised with additional, updated, or other\n\ninformation as it becomes available or when deemed necessary by the\n\nCommissioner:\n\na. the name, address and telephone number of the\n\ntransferring insurer and the assuming insurer and\n\ntheir respective direct and indirect controlling\n\npersons, if any,\n\nb. summary of the Insurance Business Transfer Plan,\n\nc. identification and description of the subject\n\nbusiness,\n\nd. most recent audited financial statements and statutory\n\nannual and quarterly reports of the transferring\n\ninsurer and assuming insurer filed with their\n\ndomiciliary regulator,\n\ne. the most recent actuarial report and opinion that\n\nquantify the liabilities associated with the subject\n\nbusiness,\n\nf. pro-forma financial statements showing the projected\n\nstatutory balance sheet, results of operations and\n\ncash flows of the assuming insurer for the three (3)\n\nyears following the proposed transfer and novation,\n\ng. officers' certificates of the transferring insurer and\n\nthe assuming insurer attesting that each has obtained\n\nall required internal approvals and authorizations\n\nregarding the Insurance Business Transfer Plan and\n\ncompleted all necessary and appropriate actions\n\nrelating thereto,\n\nh. proposal for Plan implementation and administration,\n\ni. form of notice to be provided under the Insurance\n\nBusiness Transfer Plan to any policyholder whose\n\npolicy is part of the subject business including full\n\ndescription as to how such notice shall be provided,\n\nj. description of any reinsurance arrangements that will\n\npass to the assuming insurer under the Insurance\n\nBusiness Transfer Plan,\n\nk. description of any guarantees or additional\n\nreinsurance that will cover the subject business\n\nfollowing the transfer and novation,\n\nl. a statement describing the assuming insurer's proposed\n\ninvestment policies and any contemplated third-party\n\nclaims management and administration arrangements,\n\nm. evidence of approval or nonobjection of the transfer\n\nfrom the chief insurance regulator of the state of the\n\ntransferring insurer's domicile, and\n\nn. an opinion report from an independent expert, which\n\nshall provide the following:\n\n(1) a statement of the independent expert's\n\nprofessional qualifications and descriptions of\n\nthe experience that qualifies him or her as an\n\nexpert suitable for the engagement,\n\n(2) whether the independent expert has, or has had,\n\ndirect or indirect interest in the transferring\n\nor assuming insurer or any of their respective\n\naffiliates,\n\n(3) the scope of the report,\n\n(4) a summary of the terms of the Insurance Business\n\nTransfer Plan to the extent relevant to the\n\nreport,\n\n(5) a listing and summaries of documents, reports and\n\nother material information the independent expert\n\nhas considered in preparing the report and\n\nwhether any information requested was not\n\nprovided,\n\n(6) the extent to which the independent expert has\n\nrelied on information provided by and the\n\njudgment of others,\n\n(7) the people upon whom the independent expert has\n\nrelied and why, in his or her opinion, such\n\nreliance is reasonable,\n\n(8) the independent expert's opinion of the likely\n\neffects of the Insurance Business Transfer Plan\n\non policyholders, reinsurers, and claimants,\n\ndistinguishing between:\n\n(a) transferring policyholders, reinsurers, and\n\nclaimants,\n\n(b) policyholders, reinsurers, and claimants of\n\nthe transferring insurer whose policies will\n\nnot be transferred, and\ns or her opinion, such\n\nreliance is reasonable,\n\n(8) the independent expert's opinion of the likely\n\neffects of the Insurance Business Transfer Plan\n\non policyholders, reinsurers, and claimants,\n\ndistinguishing between:\n\n(a) transferring policyholders, reinsurers, and\n\nclaimants,\n\n(b) policyholders, reinsurers, and claimants of\n\nthe transferring insurer whose policies will\n\nnot be transferred, and\n\n(c) policyholders, reinsurers, and claimants of\n\nthe assuming insurer,\n\n(9) for each opinion that the independent expert\n\nexpresses in the report the facts and\n\ncircumstances supporting the opinion, and\n\n(10) consideration as to whether the security position\n\nof policyholders that are affected by the\n\nInsurance Business Transfer are materially\n\nadversely affected by the transfer.\n\n2. The independent expert's opinion report as required by\n\nsubparagraph n of paragraph 1 of this subsection shall include, but\n\nnot be limited to, a review of the following:\n\na. analysis of the transferring insurer's actuarial\n\nreview of reserves for the subject business to\n\ndetermine the reserve adequacy,\n\nb. analysis of the financial condition of the\n\ntransferring insurer and assuming insurer and the\n\neffect the Insurance Business Transfer will have on\n\nthe financial condition of each insurance company,\n\nc. review of the plans or proposals the assuming insurer\n\nhas with respect to the administration of the policies\n\nsubject to the plan,\n\nd. whether the proposed transfer has a material adverse\n\neffect on the policyholders, reinsurers, and claimants\n\nof the transferring and the assuming insurers,\n\ne. analysis of the assuming insurer's corporate\n\ngovernance structure to ensure proper board and\n\nmanagement oversight and expertise to manage the\n\nsubject business, and\n\nf. any other information the Commissioner requests in\n\norder to review the Insurance Business Transfer.\n\n3. The Commissioner shall have sixty (60) business days from\n\nthe date of receipt of a complete Insurance Business Transfer Plan\n\nto review the Plan to determine if the applicant is authorized to\n\nsubmit it to the court. The Commissioner may extend the sixty-day\n\nreview period for an additional thirty (30) business days.\n\n4. The Commissioner shall authorize the submission of the Plan\n\nto the court unless he or she finds that the Insurance Business\n\nTransfer will cause a material adverse effect on the interests of\n\npolicyholders, reinsurers, or claimants that are part of the subject\n\nbusiness.\n\n5. If the Commissioner determines that the Insurance Business\n\nTransfer will cause a material adverse effect on the interests of\n\npolicyholders, reinsurers, or claimants that are part of the subject\n\nbusiness, the Commissioner shall notify the applicant and specify\n\nany modifications, supplements or amendments and any additional\n\ninformation or documentation with respect to the Plan that must be\n\nprovided to the Commissioner before he or she will allow the\n\napplicant to proceed with the court filing.\n\n6. The applicant shall have thirty (30) days from the date the\n\nCommissioner notifies him or her, pursuant to paragraph 5 of this\n\nsubsection, to file an amended Insurance Business Transfer Plan\n\nproviding the modifications, supplements or amendments and\n\nadditional information or documentation as requested by the\n\nCommissioner. If necessary the applicant may request in writing an\n\nextension of time of thirty (30) days. If the applicant does not\n\nmake an amended filing within the time period provided for in this\n\nparagraph including any extension of time granted by the\n\nCommissioner, the Insurance Business Transfer Plan filing will\n\nterminate and a subsequent filing by the applicant will be\n\nconsidered a new filing which shall require compliance with all\n\nprovisions of this act as if the prior filing had never been made.\n\n7. The Commissioner's review period in paragraph 3 of this\n\nsubsection shall recommence when the modification, supplement,\ntime granted by the\n\nCommissioner, the Insurance Business Transfer Plan filing will\n\nterminate and a subsequent filing by the applicant will be\n\nconsidered a new filing which shall require compliance with all\n\nprovisions of this act as if the prior filing had never been made.\n\n7. The Commissioner's review period in paragraph 3 of this\n\nsubsection shall recommence when the modification, supplement,\n\namendment or additional information requested in paragraph 5 of this\n\nsubsection is received.\n\n8. If the Commissioner determines that the applicant may\n\nproceed with filing a petition with the court seeking approval and\n\nimplementation of the Plan, the Commissioner shall confirm that fact\n\nin writing to the applicant.\n\nB. Petition to the court for approval and implementation of the\n\nInsurance Business Transfer Plan.\n\n1. Within thirty (30) days after the filing and transmission of\n\nthe Commissioner's order determining the Plan satisfies the\n\nrequirements of this act, the assuming insurer, transferring\n\ninsurer, or reinsurer may file a petition with the court seeking an\n\norder of approval and implementation of the Insurance Business\n\nTransfer Plan. Upon written request by the applicant to the\n\nCommissioner, the period for filing a petition under this subsection\n\nwith the court may be extended for an additional thirty (30) days.\n\n2. The petition shall include:\n\na. relief sought,\n\nb. information, arguments, and authorities supporting the\n\nrequested relief including information and analysis\n\nwhich will support the court's finding that the plan\n\nwill not result in a material adverse effect to\n\npolicyholders, reinsurers, or claimants,\n\nc. the Insurance Business Transfer Plan,\n\nd. preliminary list of witnesses and exhibits which the\n\npetitioner reasonably intends to present to the court,\n\nand\n\ne. request for the court to enter judgment in favor of\n\nthe petitioner, which shall include finding of fact,\n\nconclusion of law, order of approval and\n\nimplementation of the Plan, and retention of\n\njurisdiction to allow the parties to request such\n\norders regarding incidental, consequential, and\n\nsupplementary matters necessary to assure the full and\n\neffective implementation of the Plan.\n\n3. The Commissioner shall be a party to the proceedings before\n\nthe court concerning the petition and shall be served with copies of\n\nall filings pursuant to subsection D of Section 2005 of Title 12 of\n\nthe Oklahoma Statutes and the Rules for District Courts of Oklahoma.\n\n4. The Commissioner's position in the proceeding shall not be\n\nlimited by his or her initial review of the Plan.\n\n5. Within thirty (30) days after the filing of the petition,\n\nthe petitioner shall file a request for the court to enter a\n\npreliminary scheduling order, which shall include a date and time\n\nfor a status conference. The status conference shall occur no less\n\nthan fourteen (14) days after the conclusion of the sixty (60) day\n\ncomment period required in paragraph 8 of this subsection.\n\n6. Within forty-five (45) days after the court enters the\n\npreliminary scheduling order, the petitioner shall cause the\n\ntransmission and publication of a notice of the matter before the\n\ncourt in accordance with the notice provisions of Section 1685 of\n\nthis title.\n\n7. The notice shall include:\n\na. the date and time of the status conference required in\n\nparagraph 5 of this subsection,\n\nb. the name, address and telephone number of the assuming\n\ninsurer, transferring insurer, and Commissioner for\n\npolicyholders to contact to obtain further\n\ninformation,\n\nc. procedures and deadlines for policyholders, claimants,\n\nand third parties to submit comments, objections, and\n\nrequests to be heard at trial regarding the Plan,\n\nd. procedure for policyholders to request the petitioner\n\nprovide one (1) hard copy, free of charge, to\n\npolicyholders unable to access or acquire an\n\nelectronic copy of the Plan and associated\ncontact to obtain further\n\ninformation,\n\nc. procedures and deadlines for policyholders, claimants,\n\nand third parties to submit comments, objections, and\n\nrequests to be heard at trial regarding the Plan,\n\nd. procedure for policyholders to request the petitioner\n\nprovide one (1) hard copy, free of charge, to\n\npolicyholders unable to access or acquire an\n\nelectronic copy of the Plan and associated\n\ninformation, if any,\n\ne. a summary of the order entered by the Commissioner\n\npursuant to paragraph 8 of subsection A of this\n\nsection including the effect the plan will have on the\n\npolicy holders, if any,\n\nf. name and location of the court in which the petition\n\nis filed,\n\ng. case number, parties, and other identifying\n\ninformation of the matter in the petition,\n\nh. relief sought in the petition,\n\ni. procedure to access an electronic copy of the Plan and\n\nassociated information, if any,\n\nj. further notice of filings, schedules, orders, and\n\nother information will only be provided pursuant to\n\nparagraph 10 of this subsection, and\n\nk. if the Plan is approved by the court, the court shall\n\nenter judgment consistent with paragraph 3 of\n\nsubsection C of this section.\n\n8. The last date of transmission and publication of the notice\n\nshall be followed by a comment period no less than sixty (60) days.\n\n9. Any person including by their legal representative, who\n\nprovides written notice within the sixty (60) day comment period\n\nidentified in paragraph 8 of this subsection, and states the person\n\nconsiders himself, herself or itself to be materially adversely\n\naffected by the approval and implementation of the Plan may present\n\nevidence or comments to the court at trial. However, such comment\n\nor evidence shall not confer standing as a party on any person. Any\n\nperson participating in any pretrial proceeding or the trial of\n\npetitioner's request for approval and implementation of the Plan\n\nmust follow the process established by the court and shall bear his\n\nor her own costs and attorney fees.\n\n10. Only parties to this matter and those persons and other\n\nthird parties who file a request to provide comments, objections, or\n\nrequests to be heard pursuant to paragraph 8 of this subsection\n\nshall receive further notice and copies of filings with the court,\n\npursuant to subsection D of Section 2005 of Title 12 of the Oklahoma\n\nStatutes and the Rules for District Courts of Oklahoma; provided,\n\nhowever, all persons and other third parties shall receive notice\n\npursuant to subparagraph d of paragraph 3 of subsection C of this\n\nsection.\n\n11. Within forty-five (45) days of the status conference\n\nrequired pursuant to paragraph 5 of this subsection, the petitioner\n\nshall file a motion for a scheduling order and to enter this matter\n\non the court's trial docket.\n\nC. Approval by the court of the Insurance Business Transfer\n\nPlan.\n\n1. Pursuant to a scheduling order set forth in paragraph 11 of\n\nsubsection B of this section, and other orders by the court, the\n\npetitioner shall present the Insurance Business Transfer Plan,\n\nevidence, and arguments to the court for approval and implementation\n\nof the Plan.\n\n2. At any time before the court issues judgment, the petitioner\n\nmay withdraw the petition without prejudice to refiling.\n\n3. If the court finds that the approval and implementation of\n\nthe Insurance Business Transfer Plan will not materially adversely\n\naffect the interests of policyholders or claimants of policies which\n\nare part of the subject business, the court shall enter judgment in\n\nfavor of the petitioner. The judgment and order shall include:\n\na. findings of fact,\n\nb. conclusion of law,\n\nc. approval and implementation of the Plan including:\npproval and implementation of\n\nthe Insurance Business Transfer Plan will not materially adversely\n\naffect the interests of policyholders or claimants of policies which\n\nare part of the subject business, the court shall enter judgment in\n\nfavor of the petitioner. The judgment and order shall include:\n\na. findings of fact,\n\nb. conclusion of law,\n\nc. approval and implementation of the Plan including:\n\n(1) simultaneous transfer and novation from the\n\ntransferring insurer to the assuming insurer of\n\nthe subject business with respect to all\n\npolicyholders, reinsurers, claimants and their\n\nrespective policies, and reinsurance agreements\n\nunder the subject business,\n\n(2) simultaneous transfer and novation from the\n\ntransferring insurer and the assuming insurer of\n\nall property, rights, obligations, and\n\nliabilities including, but not limited to, the\n\nceded reinsurance of transferred policies and\n\ncontracts included in the subject business,\n\nnotwithstanding any nonassignment provisions in\n\nany such reinsurance contracts or other\n\nagreements,\n\n(3) assuming insurer shall have all of transferring\n\ninsurer's rights, obligations, and liabilities\n\nregarding the subject business as if it were the\n\noriginal insurer of such policies including the\n\nsame standing as the transferring insurer\n\npursuant to contract, statute, and\n\ninterpretation, relating back to the issuance of\n\nsuch policies, and\n\n(4) policyholders' and claimants' rights obligations\n\nand liabilities, if any, under their respective\n\npolicies which are part of the subject business\n\nshall not be enlarged, extended, limited, or\n\nreduced; provided, however, the policyholders and\n\nclaimants may not pursue or be pursued by the\n\ntransferring insurer to satisfy their respective\n\nrights, obligations, and liabilities, but instead\n\nthe policyholders and claimants may pursue or be\n\npursued by the assuming insurer,\n\nd. petitioner to provide notice of the judgment including\n\nthe resulting transfer and novation in accordance with\n\nthe notice provisions in Section 1685 of this title,\n\ne. make such other orders and provisions with respect to\n\nincidental, consequential and supplementary matters as\n\nare necessary to assure the full and effective\n\nimplementation of the Insurance Business Transfer\n\nPlan, and\n\nf. retain jurisdiction of the matter to allow the parties\n\nto request such additional orders regarding\n\nincidental, consequential, and supplemental matters\n\nnecessary to assure the full and effective\n\nimplementation of the Plan.\n\n4. If the court finds that the Insurance Business Transfer Plan\n\nshould not be approved, the court by its order may:\n\na. deny the petition, or\n\nb. provide the petitioner leave to file an amended\n\npetition including an amended Insurance Business\n\nTransfer Plan and petition.\n\n5. Nothing in this section in any way affects the right of\n\nappeal of any party.\n\nD. An unexpired and in-force policy issued to a policyholder\n\nwho resides in a state other than Oklahoma shall not be transferred\n\nand novated unless or until the assuming insurer is licensed,\n\nauthorized, permitted, or otherwise legally allowed to administer\n\nthe subject business in the same manner as the transferring insurer\n\nin the state of the policyholder's residence.\n\nE. The court may approve the requested transfer and novation of\n\nthe subject business, with effectiveness of all or part of the\n\nimplementation deferred until the assuming insurer can satisfy the\n\nrequirements pursuant to subsection D of this section.\n\nF. Rules.\n\nThe Commissioner shall have the authority to promulgate rules to\n\neffectuate the provisions of the Insurance Business Transfer Act.\n\nG. All testimony, documents, exhibits, analysis,\n\ncommunications, or other information or evidence submitted to the\n\nCommissioner or independent expert in contemplation of an\n\napplication, submitted to the court in support of a petition, or\nhave the authority to promulgate rules to\n\neffectuate the provisions of the Insurance Business Transfer Act.\n\nG. All testimony, documents, exhibits, analysis,\n\ncommunications, or other information or evidence submitted to the\n\nCommissioner or independent expert in contemplation of an\n\napplication, submitted to the court in support of a petition, or\n\ndeveloped by the Commissioner or independent expert in connection\n\nwith such application, or petition for approval and implementation\n\nof an Insurance Business Transfer Plan, shall be treated for\n\npurposes of confidentiality as an examination of the financial\n\ncondition and/or market conduct of the transacting companies under\n\nSections 309.1 through 309.7 of this title.","path":["OK Code","Title 36"],"source_url":"https://www.oklegislature.gov/OK_Statutes/CompleteTitles/os36.pdf","current_through":"2026-08-14","vintage":"open-us-law v2026.08, retrieved 2026-09-14","retrieved_at":"2026-09-14T18:32:36Z","sha256":"8d498d144715525cda7f78b1d8487ec2b744ccb878e9ab838beeda4ef01dea28","source_id":"us-ok","stale":false,"prev":"us-ok/okla.-stat.-tit.-36-36-1685","next":"us-ok/okla.-stat.-tit.-36-36-1687"},"notice":"GroundRules: Original legal text. Not legal advice."}