382.302. Disposal of assets or insurer, notice to director--powers of director--voidable when--effect.
Disposal of assets or insurer, notice to director--powers ofdirector--voidable when--effect.
382.302. 1. The language and terms used in this sectionshall be interpreted subject to the definitions contained insection 382.010, unless otherwise indicated. The terms"insolvent", "insolvency" and "receiver" shall be interpretedsubject to the definitions contained in section 375.1152, RSMo.
2. No person who controls any insurer shall transfer,convey or dispose of such insurer or of all or a substantialportion of his other assets without notifying the director priorto such disposition of his intention to dispose of such insureror such assets and until the insurer has been examined pursuantto this section and the director approves such transfer,conveyance or disposal. Upon such notification, the directorshall cause an examination to be made of the insurer and itsaffiliates to ascertain the financial condition of the insurer.The director shall review the records, books and other papers ofthe insurer and shall consider, at minimum, the factors containedin section 382.200, when determining the financial condition ofthe insurer. The director may petition any court of competentjurisdiction to enjoin any activity of any person or the insureror its affiliates which impedes or interferes with the authorityof the director to conduct the examination required by thissubsection, prior to the transfer, conveyance or disposition ofthe assets. As used in this subsection, the term "substantial"shall refer to a transfer, conveyance or disposition of anyassets of the person, after which the person will own assets of atotal value which equals or is less than the total value of theassets of the insurer and the insurer's subsidiaries prior to thetime of the intended transfer, conveyance or disposition.
3. A transfer, conveyance or disposal of an insurer or ofassets which is made in derogation of subsection 2 of thissection is voidable, at the election of the director, by anaction brought in any court of competent jurisdiction or thecircuit court of Cole County within five years of the date thatthe transaction was completed. Any person who receives anyassets of the insurer as a result of such transfer, conveyance ordisposal shall be personally liable to any receiver for the valueof the assets received and the costs of recovering such assets.
4. No insurer subject to registration pursuant to section382.100, or any person who controls any insurer, shall pay anydividend in cash, in property, or in shares of stock of theperson, the insurer, or any other affiliate of the person orinsurer, at any time that the insurer or any subsidiary of theinsurer which is authorized to do an insurance business in thisor any other state, is insolvent. Any person who receives adividend paid in violation of this subsection shall be personallyliable to any receiver appointed pursuant to this section andsections 375.1150 to 375.1246, RSMo, and sections 374.216 and374.217, RSMo, with respect to the insurer, for benefit of thereceivership, and to the insurer, for the full amount of thedividend unlawfully paid to that person, with interest thereonfrom the time that the dividend was unlawfully paid. If adividend is distributed to the shareholders of a corporationwhich in turn had received a dividend from the insurer, thepersons who received a dividend from the corporation shall beliable in the place and stead of the corporation. Any actionpursuant to this subsection may be brought at any time within tenyears of the payment of the dividend.
(L. 1991 H.B. 385, et al. § 110)