Wisconsin Administrative Code
Office of the Commissioner of Insurance
Chapter Ins 57 - Care management organizations
Section Ins 57.10 - Acquisition of control of or merger with a care management organization
Universal Citation: WI Admin Code ยง Ins 57.10
Current through August 26, 2024
(1) FILING REQUIREMENTS.
(a) No person other than
the care management organization may enter into an agreement to merge with or
otherwise to acquire or attempt to acquire control of a care management
organization or any person having control of a care management organization
unless all of the following are complied with:
1. The person first files the information
required under sub. (2) with the commissioner and sends a copy of the
information to the care management organization; and
2. The offer, request, invitation, agreement
or acquisition has been approved by the commissioner.
(b) For purposes of this section "care
management organization" includes any person having control of a care
management organization.
(2) CONTENT OF STATEMENT. A person required to file under sub. (1) shall file the following information not less than 30 days after the care management organization signs a letter of intent, using information substantially similar to that contained in form A in Appendix 1 to this chapter, in a sworn statement by an official of the care management organization:
(a) For each acquiring person:
1. The acquiring person's name and
address;
2. If the acquiring person
is an individual, his or her principal occupation and all offices and positions
held during the past 5 years, any conviction of crimes other than traffic
violations not involving death or injury during the past 10 years and all
relevant information regarding any occupational license or registration;
and
3. If the acquiring person is
not an individual, a report of the nature of its business operations during the
past 5 years or for the lesser period that the acquiring person and any
predecessors of the acquiring person have been in existence, if shorter; an
informative description of the business intended to be done by the acquiring
person and the acquiring person's subsidiaries; and a list of all individuals
who are or who have been selected to become directors or executive officers of
the acquiring person, or who perform or will perform functions similar to those
positions. The list shall include for each individual the information required
by subds. 1. and 2.
(b)
The source, nature and amount of the consideration used or to be used in
effecting the merger or other acquisition of control, a description of any
transaction from which funds were or are to be obtained for that purpose,
including any pledge of the care management organization's assets or the assets
of any of its subsidiaries or affiliates which control the care management
organization, the criteria used in determining the nature and amount of
consideration and the identity of persons furnishing the
consideration.
(c) Fully audited
financial information as to the earnings and financial condition of each
acquiring person for the preceding 5 fiscal years of each acquiring person or
for the period the acquiring person and any predecessors of the acquiring
person have been in existence, if shorter, and similar unaudited information as
of a date not earlier than 90 days prior to the filing of the
statement.
(d) Any plans or
proposals under which any acquiring person is considering to liquidate, to sell
assets of, or to merge or consolidate the care management organization or to
make any other material change in the care management organization's business
or corporate structure or management.
(e) A full description of any contracts,
arrangements or understandings with respect to any security in which any
acquiring person is involved, including, but not limited to, transfer of any of
the securities, joint ventures, loan or option arrangements, guarantees of
loans, guarantees against loss or guarantees of profits, or division of losses
or profits. The description shall identify the persons with whom the contracts,
arrangements or understandings have been entered into.
(3) MATERIAL CHANGES. A person required to file under sub. (1) shall file an amendment to the filing if any material change occurs in the facts set forth in a statement previously filed with the commissioner. The person shall include in the amendment a description of the change and copies of all documents and other material relevant to the change. The amendment shall be filed with the commissioner and sent to the care management organization within 2 business days after the person learns of the change.
Disclaimer: These regulations may not be the most recent version. Wisconsin may have more current or accurate information. We make no warranties or guarantees about the accuracy, completeness, or adequacy of the information contained on this site or the information linked to on the state site. Please check official sources.
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