Holding Company Act Revisions Could Change Definition of “Control”; Roundup of NAIC Reinsurance Developments

Potential Revisions to Holding Company Models

At its meeting scheduled for Tuesday, November 17, 2026, the Financial Condition (E) Committee (the “(E) Committee”) of the National Association of Insurance Commissioners (the “NAIC”) intends to consider a Request for NAIC Model Law Development (the “Request”) to amend the Insurance Holding Company System Regulatory Act (#440) and Model Regulation (#450) (the “Holding Company Models”).

The proposed amendment would entail (i) “[e]dits to the definition of control to include a presumption of control related to board representation – or – voting interest – or – economic interest thresholds,” and (ii) edits to filing requirements for affiliated transactions to reference “initial or additional [i]nvestments with an affiliate, whether a direct loan or investment, or a securitization or similar vehicle such as mutual funds, limited partnerships and limited liability companies with an affiliate as sponsor, originator, manager, servicer or other similar influential role that in aggregate would equal or exceed XX% of admitted assets.”

As background for this proposal, the Request states that “[t]he life insurance sector has seen a growing complexity in its investments over the last decade with an increasing number of affiliated investments, which were always intended to be subject to regulatory approval.”

Although the exact scope of the potential edits to the Holding Company Models is yet to be confirmed, if adopted, they could impact change of control (Form A) and affiliated transaction (Form D) filing requirements applicable to investors and insurance companies. We will follow these developments closely. The Request is available at Attachment Twelve to the (E) Committee materials here.

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