617.21(3g)
(3g) Transactions prohibited. Except as provided under
sub. (3t), no domestic insurer, person attempting to acquire or having control of the insurer or affiliate of the insurer may enter into a transaction that is not reported as required under
sub. (2) or that is disapproved by the commissioner under
sub. (3).
617.21(3m)
(3m) Voidable transactions. If a domestic insurer, person attempting to acquire or having control of the insurer or affiliate enters into a transaction in violation of this section, the insurer may void the transaction and obtain an injunction and recovery from the person or affiliate of the amount necessary to restore the insurer to its condition had the transaction not occurred. The commissioner may order an insurer to void the transaction, to commence an action against the person or affiliate or to take other action.
617.21(3r)
(3r) Required surplus. The commissioner may promulgate rules for determining adequacy of surplus under this section.
617.21(3t)
(3t) Exemption if insurer reports. Section 617.21 (2) to
(3g) does not apply to a person attempting to acquire or having control of, or an affiliate of, an insurer, if the insurer reports as required under
sub. (2) on behalf of the person or on behalf of the affiliate, and the transaction is not disapproved by the commissioner under
sub. (3).
617.22
617.22
Dividends and other distributions. 617.22(1)
(1)
General. Any action by the board of a stock insurer authorized to do business in this state authorizing any distribution to shareholders other than a stock dividend shall be reported to the commissioner in writing. No payment may be made until at least 30 days after such report.
617.22(2)
(2) New corporations. For 5 years after the initial issuance of a certificate of authority, no payment may be made under
sub. (1) until at least 45 days after the report. The commissioner may extend the waiting period an additional 45 days by giving notice to the corporation not less than 5 days before expiration of the first 45-day period.
617.22(3)
(3) Exemptions. If
sub. (2) is inapplicable, no report need be made under
sub. (1) of a distribution that is no more than 15% larger than for the corresponding period in the previous year.
617.22(4)
(4) Special exemption for certain nondomestic insurers. A nondomestic insurer which does not have to report under
s. 617.11 is only required to report dividends if so directed by the commissioner.
617.22 History
History: 1979 c. 102 ss.
145,
236 (2).
617.225
617.225
Extraordinary dividends. 617.225(1)
(1) Except as provided under
sub. (5), a domestic insurer may not pay an extraordinary dividend to its shareholders and an affiliate of the insurer may not accept an extraordinary dividend unless the insurer reports the extraordinary dividend to the commissioner at least 30 days before payment and the commissioner does not disapprove the extraordinary dividend within that period.
617.225(2)
(2) The commissioner may promulgate rules under this section including, but not limited to, rules prescribing the form and content of and procedure for filing reports under this section.
617.225(3)
(3) An insurer may declare an extraordinary dividend that is conditioned upon the insurer's compliance with
sub. (1). A declaration of an extraordinary dividend under this subsection does not confer rights on a shareholder or affiliate unless
sub. (1) is complied with and is void if the extraordinary dividend is disapproved by the commissioner.
617.225(4)
(4) In addition to any remedies available under
s. 617.23, an insurer may recover from an affiliate any extraordinary dividend paid in violation of this section.
617.225(5)
(5) This section does not apply to any of the following:
617.225(5)(a)
(a) Extraordinary dividends paid to a domestic insurer.
617.225(5)(b)
(b) Extraordinary dividends paid by a domestic insurer that is a wholly owned subsidiary, directly or indirectly, of a domestic mutual insurer.
617.225 History
History: 1987 a. 167.
617.23
617.23
Liability of affiliates. 617.23(1)
(1)
Right of receiver to recover dividends paid. If an order for the liquidation, rehabilitation or conservation of an insurer authorized to do business in this state is entered under
ch. 645, the receiver appointed under the order shall have a right to recover on behalf of the insurer the amount of distributions other than stock dividends paid by the insurer on its capital stock at any time during the 5 years preceding the petition for liquidation, rehabilitation or conservation, subject to the limitations of
subs. (2) to
(4).
617.23(2)
(2) Dividend payments recoverable. No such dividend shall be recoverable if the insurer shows that when paid the distribution was lawful and reasonable, and that the insurer did not know and could not reasonably have known that the distribution might adversely affect the ability of the insurer to fulfill the obligations to claimants under its insurance contracts.
617.23(3)(a)(a)
Affiliates at time of payment. Any person who was an affiliate of the insurer at the time the distributions were paid shall be liable up to the amount of distributions he or she received.
617.23(3)(b)
(b)
Affiliates at time of declaration of distribution. Any person who was an affiliate of the insurer at the time the distributions were declared shall be liable up to the amount of distributions he or she would have received if they had been paid immediately.
617.23(3)(c)
(c)
Joint and several liability. If under
pars. (a) and
(b) 2 persons are liable with respect to the same distributions, they shall be jointly and severally liable.
617.23(4)
(4) Aggregate limitation. The maximum amount recoverable under this section is:
617.23(4)(a)
(a) The amount needed in excess of all other available assets to pay all claims under the receivership.
617.23(4)(b)
(b) Reduced by any amount already paid to receivers under similar laws of other states.
617.23(5)
(5) Secondary liability. If any person liable under
sub. (3) is insolvent, all its affiliates that controlled it at the time the dividend was paid are jointly and severally liable for any resulting deficiency in the amount recovered from the insolvent affiliate.
617.25
617.25
Officers and directors. 617.25(1)
(1) No director or officer of an insurer or of an affiliate of an insurer may permit, participate in or assent to a transaction or payment or acceptance of a dividend or distribution prohibited under this chapter.
617.25(2)
(2) An officer or director of an insurer or of an affiliate of an insurer who knows, or reasonably should know, that the insurer or affiliate has entered into a transaction or paid a dividend or distribution that violates this chapter shall report the transaction, dividend or distribution to the commissioner in writing within 30 days after attaining that knowledge.
Section 601.42 (6) applies to a report under this section and the report is confidential unless the commissioner finds it necessary to disclose the report for the purpose of enforcing this chapter.
617.25 History
History: 1987 a. 167.
