Cal. Code Regs. Tit. 10, § 2602.06 - When Permit Required-Mergers

A. In case of a merger, an appropriate permit should be and customarily is obtained before any of the following are mailed in or into this state by the proposed issuer or anyone on its behalf to its own or any other constituent's stockholders: proxy statement or offering circular, proxy, fractional share buy and sell order form, letter of tender of shares for surrender and exchange. The proxy statement is the primary sales document and, as a practical matter, it is impossible to separate the solicitation for votes respecting the merger from solicitation for exchange of shares. (Sections 821.5, 822, and 827) Irrespective of the fact that the entire transaction may be conducted by use of the United States mail (interstate commerce), the foregoing rule represents the regular practice before this department and should be followed in order to cope with factual situations which may otherwise invalidate the issue of shares.

B. Where a merger will change the rights, privileges or preferences of California stockholders, a domestic insurer shall, and a foreign insurer ought to, procure an appropriate permit prior to soliciting California stockholders of itself or of a proposed constituent corporation to the merger. (Sections 821.5, 822, and 827). It is permissible for both constituents to join in the one application under most circumstances.

Notes

Cal. Code Regs. Tit. 10, § 2602.06