NY A08164

Allows domestic mutual property/casualty insurers to reorganize into stock insurers through the formation of a mutual holding company that retains at least 51% ownership of the reorganized stock insurer.

Requires board approval by two-thirds majority and superintendent approval based on fairness to policyholders, compliance with law, and adequate capital and surplus of the reorganized insurer.

Grants eligible policyholders voting rights on the reorganization plan, requiring two-thirds affirmative vote; policyholders automatically become members of the mutual holding company upon reorganization.

Establishes governance requirements including majority outside directors on boards, restrictions on voting stock ownership by outside directors (maximum 3%), and requirements for superintendent approval of stock issuances and public offerings.

Permits mutual holding companies to subsequently convert to stock corporations or distribute assets to members, subject to superintendent approval and fairness requirements; limits litigation related to reorganization to 18 months after filing or one year from effective date.