Securities Law Updates | New Releases/No Action Letters

December 17, 2009

SEC Issues No-Action Letter to Amerisure Relating to its Move to Become a Stock Insurance Company

No-Action Letter to Amerisure Mutual Insurance Company
Section 2(a)(1) of Securities Act of 1933 – Definition of a security, 5/13/2009

The Division of Corporate Finance (“DCF”) of the Securities and Exchange Commission (“SEC”) has issued a no-action letter to Amerisure Mutual Insurance Company, a Michigan mutual property and casualty insurance company (“AMIC”) in connection with AMIC’s proposed reorganization from a mutual insurance company to a stock insurance company (“SIC”) ultimately controlled by a mutual insurance holding company (“MIHC”) through an intermediate holding company (“IHC”).

Specifically, the DCF held that it “will not recommend enforcement action to the Commission if, in reliance on your opinion of counsel that membership interests in the Mutual Insurance Holding Company are not securities within the meaning…

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Companies Mentioned

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The following companies are mentioned in Securities Law Updates:

Securities and Exchange Commission

Harris Associates, L.P.

Citicorp USA, Inc.

Banc of America Securities LLC

Barclays Capital Inc.

Citigroup Global Markets, Inc.

The Public Employees’ Retirement System of Mississippi

Morgan Stanley & Co., Inc.

Jan Charles Finance S.A.

Park East, Inc.

CIBC World Markets Corp.

Citigroup Inc.

Metal Management, Inc.

European Metal Recycling, Ltd.

Salomon Smith Barney Inc. n.k.a. Citigroup Global Markets, Inc.

Calyon Securities (USA), Inc. f.k.a. Credit Lyonnais Securities (USA) Inc.

Salomon Smith Barney, Inc.

Calyon New York Branch (successor by operation of law to Credit Lyonnais New York Branch)

Dynex Capital Inc.

Citigroup, Inc.

JPMorgan Chase & Co.

Merit Securities Corp.

JPMorgan Securities Inc.

Teamsters Local 445 Freight Division Pension Fund

Aetna, Inc.

Scotia Capital (USA), Inc.,

Cowen & Co., LLC f.k.a. SG Cowen Securities Corp.

Societe Generale

SunTrust Bank

TD Securities (USA), Inc.

BMO Nesbitt Burns Corp. n.k.a. Harris Nesbitt Burns Corp.

Consolidated Leasing Hugoton Joint Venture #2

Buchanan Ingersoll & Rooney Professional Corporation

Consolidated Leasing Anadarko Joint Venture

W. R. Huff Asset Management Co., LLC

Guardian Capital Management

ABN AMRO Bank N.V.

Vesta Insurance Group, Inc.

Free Enterprise Fund

Banc of America, N.A.

Beckstead and Watts, LLP

Barclays Bank PLC

Torchmark Corp.

Public Company Accounting Oversight Board

BNY Capital Markets, Inc.

KPMG Peat Marwick, LLP

Deloitte & Touche LLP

Credit Lyonnais Securities (USA) Inc.

Florida State Board of Administration

Credit Suisse Securities (USA) LLC

Additional Resources

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