Subchapter A. GENERAL PROVISIONS
Sec.
23.1. References.
23.2. Definition of ‘‘solicit’’ and ‘‘solicitation.’’
23.3. Applicability.
23.4. Illegal solicitations.
23.5. Disclosure of equivalent information.
23.6. False or misleading statements.
23.7. Prohibition of undated solicitations.§ 23.1. References.
The definitions and instructions contained in Schedule SIS, as promulgated by the National Association of Insurance Commissioners, applies to this chapter, unless the context or the provisions of § 23.2 (relating to definition of ‘‘solicit’’ and ‘‘solicitation’’) clearly indicates otherwise.
§ 23.2. Definition of ‘‘solicit’’ and ‘‘solicitation.’’
(a) When used in this chapter, the terms ‘‘solicit’’ and ‘‘solicitation’’ includes the following meanings, unless the context clearly indicates otherwise:
(1) Any request for a proxy, whether or not accompanied by or included in a form of proxy.
(2) Any request to execute or not to execute, or to revoke, a proxy.
(3) The furnishing of a form of proxy or any other communication to security holders under circumstances reasonably calculated to result in the procurement, withholding, or revocation of a proxy.
(b) When used in this chapter, the terms ‘‘solicit’’ and ‘‘solicitation’’ do not include any of the following:
(1) Any solicitation by a person with respect to securities of which he is the beneficial owner.
(2) Actions by a broker or by any other person with respect to securities carried in his name or in the name of his nominee, which involve forwarding solicitive material from the insurer to the beneficial owner.
(3) Impartial instructions from the broker or any other person to the beneficial owner to forward proxies to any persons to whom the owner might desire to give proxies.
(4) Impartial requests from the broker or any other person regarding instructions from the beneficial owner as to the authority to be conferred by the proxy, and which state that a proxy will be given if the instructions are received by a certain date.
(5) Furnishing forms of proxy to a security holder in response to an unsolicited request by the security holder, or the performance by any person of ministerial acts on behalf of a person soliciting a proxy.
Cross References This section cited in 31 Pa. Code § 23.1 (relating to references).
§ 23.3. Applicability.
(a) This chapter shall apply to every domestic stock insurer which has any class of equity security held of record by 100 or more persons.
(b) This chapter shall not apply to any insurer if 95% or more of its equity securities are owned or controlled by a parent or an affiliated insurer and the remaining securities are held of record by less than 500 persons.
(c) A domestic stock insurer which files with the Securities and Exchange Commission forms of proxies, consents, and authorizations complying with the requirements of the Securities Act of 1933, as amended (15 U.S.C.A. § 77(a) et seq.), and the applicable regulations promulgated thereunder, shall be exempt from the provisions of this chapter with respect to any class of securities subject to SEC jurisdiction.
Cross References This section cited in 31 Pa. Code § 23.4 (relating to illegal solicitations).
§ 23.4. Illegal solicitations.
No domestic stock insurer or any director, officer, or employe of any insurer, or any other person subject to § 23.3 (relating to the applicability) shall solicit, or permit the use of his name to solicit, by mail or otherwise, any proxy, consent, or authorization in respect to any class of equity security of the insurer held of record by 100 or more persons in contravention of this chapter and Schedules A and B, the completion of which is explained in detail in Subchapter F (relating to required information for Schedules A and B).
§ 23.5. Disclosure of equivalent information.
(a) Unless proxies, consents, or authorizations of any class of equity security of a domestic insurer are solicited by or on behalf of the management of such insurer from the holders of record of the securities prior to any meeting of the security holders, the insurer shall file with the Insurance Department, and shall transmit to all security holders of record, information substantially equivalent to the information which would be required to be transmitted if a solicitation were made.
(b) The insurer shall transmit a written information statement containing the information specified in § 23.24 (relating to information statement to security holders) to every security holder who is entitled to vote on a matter to be acted upon at the meeting and from whom a proxy is not solicited on behalf of the management of the insurer.
(c) In the case of a class of securities in unregistered or bearer form, the statement may be transmitted to only those security holders whose names and addresses are known to the insurer.
Cross References This section cited in 31 Pa. Code § 23.24 (relating to information statement to security holders).
§ 23.6. False or misleading statements.
No proxy statement, form of proxy, notice of meeting, information statement or any other written or oral communication subject to the provisions of this chapter shall contain any statement which at the time and in light of the circumstances is false or misleading with respect to any material fact, or which fails to state a fact necessary to make the statement true, or which fails to correct a statement in any earlier communication with respect to the same meeting which has become false or misleading.
§ 23.7. Prohibition of undated solicitations.
No person making a solicitation which is subject to this chapter shall solicit any undated or post-dated proxy, or any proxy which provides that it shall be deemed to be dated after the date on which it is actually signed by the security holder.
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