380.321. Director to review petition for merger--hearing to be held, when--procedure--costs.

MISSOURI STATUTES AND CODES

380.321. Director to review petition for merger--hearing to be held, when--procedure--costs.

Director to review petition for merger--hearing to be held,when--procedure--costs.

380.321. 1. Whenever two companies propose to merge underthe provisions of section 380.281 and their membership hasapproved the plan of merger, a petition shall be presented to thedirector, accompanied by the articles of merger, and praying forthe approval or modification of the plan of merger.

2. The director shall review the petition and may waive anyhearing if he finds the proposed merger does not prejudice theinterests of the policyholders of the companies.

3. If the director deems it necessary, he shall issue anorder of notice, requiring notice to be given, to thepolicyholders of the company, of the pendency of the petition,and the time and place at which the same will be heard, bypublication of the order of notice in not less than two dailynewspapers designated by the director, at least one of whichshall be published in the city of Jefferson City, for at leastonce a week for two successive weeks on the same day of eachweek, the last notice appearing not more than five calendar daysbefore the time appointed for the hearing upon the petition andany further notice which the director may require to be given bythe petitioners.

4. At the time and place fixed in the notice, or at suchtime and place as shall be fixed by order of the director, or byrecess from time to time or adjournment, the director shallproceed with the hearing, and may make such examination into theaffairs and conditions of the companies as is proper. Thedirector may summon and compel the attendance and testimony ofwitnesses and the production of books and papers at the hearing.Any policyholder or member of the company or companies or anymember of the public with an interest may appear at the hearingand be heard in reference to the petition.

5. The director, if satisfied that the interests of thepolicyholders of the companies are properly protected, and thatno reasonable objections exist thereto, may approve and authorizethe proposed merger, or order such modification thereof as mayseem best for the interests of the policyholders.

6. Expenses and costs incident to the proceeding under theprovisions of this section shall be paid by the company orcompanies bringing the petition upon order of the director.