(a) A domestic stock insurer may merge or consolidate with one (1) or more domestic or foreign stock insurers by complying with the applicable provisions of the statutes of this state governing the merger or consolidation of stock corporations formed for profit, but subject to subsections (b) and (c) of this section. (b) No merger or consolidation shall be carried out unless the plan and agreement therefor have been filed with the commissioner and he approves the plan and agreement in writing after a hearing thereon including appropriate notice to the stockholders of each insurer involved. The commissioner shall approve the merger or consolidation within a reasonable time after the filing unless he finds the plan or agreement: (i) Is contrary to law; (ii) Is inequitable to the stockholders of any insurer involved; (iii) Would substantially reduce the security of and service to be rendered to the domestic insurer's policyholders in this state or elsewhere; (iv) Would materially tend to lessen competition in the insurance business in this state or elsewhere as to the kinds of insurance involved or would materially tend to create any monopoly as to that business; or (v) Is subject to other material and reasonable objections. (c) No director, officer, agent or employee of any insurer party to the merger or consolidation, or member of the family of a director, officer, agent or employee, shall receive any fee, commission, compensation or other valuable consideration for in any manner aiding, promoting or assisting therein except as set forth in the plan or agreement. (d) If the commissioner does not approve the plan or agreement he shall notify the insurer in writing specifying his reasons for disapproval.
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