Or. Admin. Code § 410-141-5370 - CCO INSOLVENCY AND DISSOLUTION: Recovery From Parent Corporation Or Holding Company In The Event Of Liquidation Or Rehabilitation
(1) If an order for liquidation or
rehabilitation of a CCO has been entered pursuant to ORS
415.280, the receiver appointed
under the order may recover, on behalf of the CCO, from any parent corporation
or holding company or person or affiliate who otherwise controlled the CCO, the
amount of distributions, other than distributions of shares of the same class
of stock, paid by the CCO on the CCO's capital stock, or any payment in the
form of a bonus, termination settlement or extraordinary lump sum salary
adjustment made by the CCO or the CCO's subsidiary to a director, officer or
employee, when such a distribution or payment is made at any time during the 12
calendar months preceding the petition for liquidation, conservation or
rehabilitation, as the case may be, subject to the limitations of subsections
(2), (3) and (4) of this section.
(2) A distribution to which subsection (1) of
this section applies is not recoverable if the parent or affiliate shows that
the distribution was lawful and reasonable when paid and that the CCO did not
know and could not reasonably have known that the distribution might adversely
affect the ability of the CCO to fulfill the CCO's contractual
obligations.
(3) Any person who was
a parent corporation or holding company or a person who otherwise controlled
the CCO or affiliate at the time a distribution to which subsection (1) of this
section applies was paid is liable in an amount that is not more than the
amount of distributions or payments received by the person under subsection (1)
of this section. Any person who otherwise controlled the CCO at the time such
distributions were declared is liable up to the amount of distributions the
person would have received if the distributions had been paid immediately. If
two or more persons are liable with respect to the same distributions, the
persons are jointly and severally liable.
(4) The maximum amount recoverable under this
section is the amount needed in excess of all other available assets of the
impaired or insolvent CCO to pay the contractual obligations of the impaired or
insolvent CCO.
(5) To the extent
that any person liable under subsection (3) of this section is insolvent or
otherwise fails to pay claims due from the person pursuant to subsection (3) of
this section, the person's parent corporation or holding company or other
person who otherwise controlled the person liable under subsection (3) of this
section when the distribution was paid are jointly and severally liable for any
resulting deficiency in the amount recovered from the parent corporation or
holding company or person who otherwise controlled the person liable under
subsection (3) of this section.
(6)
If a CCO is placed into rehabilitation or liquidation and the CCO engages in
transactions within its holding company system that are subject to OAR
410-141-5320, the Authority
retains jurisdiction over the CCO, any interested affiliates of the CCO and the
transaction for purposes of regulation and enforcement under OAR
410-141-5320.
Notes
Statutory/Other Authority: ORS 413.042, 414.572, 414.591, 414.605, 415.013 & 415.101-415.430
Statutes/Other Implemented: ORS 414.570-414.686 & 415.001-415.430
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