The Vermont Statutes Online

Title 8 : Banking and Insurance

Chapter 101 : Insurance Companies Generally

Subchapter 003 : MERGERS, CONSOLIDATIONS, CONVERSIONS, MUTUALIZATIONS, BULK REINSURANCE, SUBSIDIARIES

• § 3430. Effect of merger or consolidation

  When such merger or consolidation has been effected as hereinabove provided;

  (1) The several insurers parties to the agreement of merger or consolidation shall be a single insurer which shall be:

  (A) in case of a merger, the surviving insurer a party to the agreement of merger into which it has been agreed the other insurers parties to the agreement shall be merged, which surviving insurer shall survive the merger; or

  (B) in case of a consolidation, the new insurer into which it has been agreed the insurers parties to the agreement of consolidation shall be consolidated.

  (2) The separate existence of all of the insurers parties to the agreement of merger or consolidation, except the surviving insurer in the case of a merger, shall cease.

  (3) Such single insurer shall have all of the rights, privileges, immunities, and powers and shall be subject to all of the duties and liabilities of an insurer organized under this part.

  (4) Such single insurer shall thereupon and thereafter possess all the rights, privileges, immunities, powers, and franchises of a public as well as of a private nature of each of the insurers so merged or consolidated; and all property, real, personal, and mixed, and all debts due on whatever account, including subscriptions to shares of capital stock, and all other choses in action and all and every other interest, of or belonging to or due to each of the insurers so merged or consolidated shall be taken and deemed to be transferred to and vested in such single insurer without further act or deed; and the title to any real estate, or any interest therein, under the laws of this State vested in any of such insurers shall not revert or be in any way impaired by reason of such merger or consolidation.

  (5) Such single insurer shall thenceforth be responsible and liable for all the liabilities and obligations of each of the insurers so merged or consolidated in the same manner and to the same extent as if such single insurer had itself incurred the same or contracted therefor; and any claim existing or action or proceeding pending by or against any of such insurers may be prosecuted to judgment as if such merger or consolidation had not taken place. Neither the rights of creditors nor any liens upon the property of any such insurers shall be impaired by such merger or consolidation, but such liens shall be limited to the property upon which they were liens immediately prior to the time of such merger or consolidation, unless otherwise provided in the agreement of merger or consolidation.

  (6) In case of a merger, the articles of incorporation of the surviving insurer shall be supplanted and superseded to the extent, if any, that any provision or provisions of such articles shall be restated in the agreement of merger as provided in section 3424 of this title, and such articles of incorporation shall be deemed to be thereby and to that extent amended; and in case of a consolidation, the statements set forth in the agreement of consolidation as provided in section 3425 of this title shall be deemed to be articles of incorporation of the new insurer formed by such consolidation. (Added 1967, No. 344 (Adj. Sess.), § 1 (ch. 1, subch. 4, § 9).)