Robert Ridenour of the Office of Insurance Regulation led an informative discussion of changes to the acquisition statement filing process at the recent OIR “Navigating the Changing Insurance Environment” conference. Section 628.461, Florida Statutes, has long governed the filings requires when a person seeks to acquire five percent or more of the outstanding voting securities of an insurer or its parent (often referred to as “Form A” filings). However, the 2014 legislative session brought about several changes to the filing requirements.
The most notable change might be that filings are now required only when an acquiring person seeks to acquire ten percent or more of the outstanding voting securities instead of prior five percent threshold. The ten percent standard is more consistent with the filing requirement in other jurisdictions around the country. The statute also contains an exemption to the filing requirement for Schedule 13-G filers or other persons rebutting the statutory presumption of control, although the circumstances in which a person acquiring ten percent or more of an insurer or its parent can effectively disclaim control might prove to be limited in practice.
The new statute also governs divestitures for the first time. Previously, the statute did not impose any obligation on a controlling person’s ability to sell its controlling interest. However, the statute now includes a 30-day notice requirement and allows the OIR to exercise approval authority if it believes the circumstances so warrant.
Mr. Ridenour also described a new aspect of the i-apply system that will allow filers to designate documents as trade secrets. This will streamline the process and make tracking the documents easier for the OIR. Previously, filing parties would need to submit these documents to the OIR separately, outside of the i-apply system.