(a) For purposes of this section, (1) “acquisition” includes any agreement, arrangement or activity the consummation of which will result in a person acquiring, directly or indirectly, the control of another through the acquisition of voting securities, assets or bulk reinsurance or through a merger, and (2) “involved insurer” means (A) an insurance company that acquires or is acquired by another person, (B) is affiliated with an insurance company that acquires or is acquired by another person, or (C) an insurance company that is the result of a merger.
(b) The provisions of this section shall apply to any acquisition in which there will be a change of control of an insurance company authorized to do business in this state, except for the following:
(1) A purchase of securities solely for investment purposes, provided such securities are not used by voting or otherwise to cause or attempt to cause substantial reduction of competition in any insurance market in this state. If a purchase of securities results in a presumption of control as set forth in subdivision (3) of subsection (b) of section 38a-129 , such purchase shall be deemed not to be solely for investment purposes unless (A) the insurance regulatory official of such insurance company's state of domicile accepts a disclaimer of control from such insurance company or such regulatory official affirmatively finds that control does not exist, and (B) such regulatory official communicates such disclaimer or affirmative finding to the commissioner;
(2) The acquisition of a person by another person when neither person is directly or through affiliates primarily engaged in the business of insurance;
(3) The acquisition of an affiliate;
(4) An acquisition if, as an immediate result of such acquisition, (A) the combined market share of the involved insurers will not exceed five per cent of the total market in any market, (B) there will be no increase in any market share, or (C) (i) the combined market share of the involved insurers will not exceed twelve per cent of the total market in any market, and (ii) the market share will not increase more than two per cent of the total market in any market;
(5) An acquisition for which a preacquisition notification would be required solely due to the resulting effect on the ocean marine insurance line of business in this state;
(6) An acquisition of an insurance company that is affirmatively determined by the insurance regulatory official of such insurance company's state of domicile to be in failing condition and (A) there is a lack of a feasible alternative to improving such condition, (B) the public benefits of improving such insurance company's condition through the acquisition exceed the public benefits that would arise from not causing a reduction in competition in this state, and (C) such regulatory official has communicated such determination and findings to the Insurance Commissioner.
(c) For an acquisition not exempt under subsection (b) of this section, the acquiring party shall file a preacquisition notification in accordance with this section and the acquired party may file a preacquisition notification. The commissioner shall treat any information filed under this subsection as confidential in the same manner as provided under section 38a-137 .
(1) The preacquisition notification shall be in such form and contain such information as the National Association of Insurance Commissioners prescribes. The commissioner may require additional material and information the commissioner deems necessary, including, but not limited to, the opinion of an economist as to the impact of the proposed acquisition on competition in this state, to evaluate whether the proposed acquisition will violate the competitive standard described in subsection (d) of this section.
(2) There shall be a waiting period after the acquiring party files the preacquisition notification. Such waiting period shall begin on the date the commissioner receives the preacquisition notification and shall end on the thirtieth day after such date or upon termination by the commissioner of such waiting period, whichever is earlier. Prior to the end of the waiting period, the commissioner may require, on a one-time basis, the acquiring party or the acquired party to submit additional needed information relevant to the proposed acquisition, in which case the waiting period shall end on the thirtieth day after the commissioner receives the additional information or upon termination by the commissioner of such waiting period, whichever is earlier.
(d) (1) For a proposed acquisition not exempt under subsection (b) of this section, the commissioner shall evaluate whether such proposed acquisition will reduce substantially competition in any line of insurance business in this state or tend to create a monopoly in this state. In making such evaluation, the commissioner shall consider the percentages of market share the involved insurers possess and the market in which the involved insurers compete.
(A) (i) With respect to an acquisition involving more than two involved insurers, if a comparison of the percentage of market share of the insurance company with the largest market share, designated as Insurer A, against each involved insurer shows for any such comparison that the percentages exceed those in the tables set forth in this subparagraph, such showing shall be prima facie evidence of a violation of the competitive standards described in this subdivision. Percentages not shown in the tables shall be interpolated proportionately to the percentages shown:
(I) In a highly concentrated market and the involved insurers possess the following shares of the market: