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Minnesota Legislature

Office of the Revisor of Statutes

60D.15 DEFINITIONS.

Subdivision 1.Terms.

For purposes of this chapter, the terms in subdivisions 2 to 10 have the meanings given them, unless the context otherwise requires.

Subd. 2.Affiliate.

An "affiliate" of, or person "affiliated" with, a specific person, is a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the person specified.

Subd. 3.Commissioner.

The term "commissioner" means the commissioner of commerce, the commissioner's deputies, or the Commerce Department, as appropriate.

Subd. 4.Control.

The term "control," including the terms "controlling," "controlled by," and "under common control with," means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract other than a commercial contract for goods or nonmanagement services, or otherwise, unless the power is the result of an official position with, corporate office held by, or court appointment of, the person. Control is presumed to exist if any person, directly or indirectly, owns, controls, holds with the power to vote, or holds proxies representing, ten percent or more of the voting securities of any other person. This presumption may be rebutted by a showing made in the manner provided by section 60D.19, subdivision 11, that control does not exist in fact. The commissioner may determine, after furnishing all persons in interest notice and opportunity to be heard and making specific findings of fact to support such determination, that control exists in fact, notwithstanding the absence of a presumption to that effect.

Subd. 5.Insurance holding company system.

An "insurance holding company system" consists of two or more affiliated persons, one or more of which is an insurer.

Subd. 6.Insurer.

The term "insurer" means a company qualified and licensed by the commissioner to transact the business of insurance, but does not include an insurance solicitor, agent, or agency. The term also does not include:

(1) agencies, authorities, or instrumentalities of the United States, its possessions and territories, the Commonwealth of Puerto Rico, the District of Columbia, or a state or political subdivision of a state; or

(2) nonprofit medical and hospital service associations.

Subd. 7.Person.

A "person" is an individual, a corporation, a partnership, an association, a joint stock company, a trust, an unincorporated organization, any similar entity or any combination of the foregoing acting in concert, but does not include any joint venture partnership exclusively engaged in owning, managing, leasing, or developing real or tangible personal property.

Subd. 8.Security holder.

A "security holder" of a specified person is one who owns any security of the person, including common stock, preferred stock, debt obligations, and any other security convertible into or evidencing the right to acquire any security of the person.

Subd. 9.Subsidiary.

A "subsidiary" of a specified person is an affiliate controlled by the person directly or indirectly through one or more intermediaries.

Subd. 10.Voting security.

The term "voting security" includes any security convertible into or evidencing a right to acquire a voting security.