Blue Cross & Blue Shield of Connecticut, Inc. v. Mike

*363Bogdahski, C. J.

(dissenting). Under General Statutes § 38-39d(b) (5) the commissioner shall not approve the present acquisition unless he finds that “the competence, experience and integrity of the acquiring person are such that it would be in the interest of the policyholders and securityholders of such insurance company . . . .” I cannot interpret “competence” to permit the commissioner to engage in an examination of whether the acquiring person has the statutory authority to own stock in a domestic insurance company.1 The legislative history of §§ 38-39a through 38-39Z supports the proposition that this statute was enacted for a more limited purpose, i.e., to prevent the acquiring person from depleting the cash reserves or establishing out-of-state management of Connecticut insurance companies, to the detriment of the people of this state.2 *364American Professional Life Insurance Company (Life) is a dormant, Connecticut chartered insurance company having no present assets, liabilities, or policyholders.

The legislature has seen fit expressly to empower the attorney general to bring an action in the name of the state to restrain any person from purporting to have, or exercising, corporate powers not granted. General Statutes §§ 33-438, 33-492. We presume that the legislature acted in view of existing relevant statutes when it enacted § 38-39d, and with the intention to create one consistent body of law. Lechner v. Holmberg, 165 Conn. 152, 159, 328 A.2d 701 (1973). If the legislature had wished to give the commissioner the power to prevent the exercise of unlawful corporate powers, it would have said so. Moreover, the question of whether Blue Cross has the power to own shares of stock in Life raises issues of statutory interpretation, where the expertise of the administrative agency would be of little value. Aaron v. Conservation Commission, 178 Conn. 173, 178, 422 A.2d 290 (1979). Even if the commissioner may engage in such an inquiry, § 33-428 (e) (1) expressly gives Blue Cross the power to own stock. Where the legislature deemed it necessary, it limited the powers of Blue Cross. The power to enter into contracts with subscibers, granted by $ 33-428 (e) (3) is restricted by 33-166, 33-171 and 33-172. The power to invest in real estate mortgages, granted by § 33-428(e) (1), is *365denied by §§ 33-161 and 33-174.3 General Statutes §33-428 (e) (1) provides, “[e]xcept to the extent otherwise provided in, and subject to the limitations contained in, its certificate of incorpration or in any law affecting it, a corporation shall have power to and may, in carrying out the purposes stated in its certificate of incorporation: (1) Acquire, by purchase or otherwise, hold, sell, convey and have and exercise any and all rights of ownership or interest in or to any real or personal property whatsoever, including, without limitation, shares, securities and any other interest in or obligation of other corporations or associations, individuals or governmental units . . . .” There is nothing in the certificate of incorporation or any statute which can overcome this clear grant of power. Therefore, Blue Cross has the power to buy the shares of Life.

I would affirm.

State ex rel. LaVoie v. Building Commission, 135 Conn. 415, 422, , 65 A.2d 165 (1949), is inapposite. In that ease, the building commissioner was confronted with applications for permits to erect buildings upon lots, the use of which for such buildings would, with one exception, violate the zoning regulations. The zoning regulations stated that they shall be enforced by the building commissioner who could institute proceedings to prevent a violation of those regulations. In the present ease the insurance commissioner is not given the power to prevent Blue Cross from acquiring stock in another company.

Although not controlling on statutory interpretation, judicial notice may be taken of discussion in the general assembly. Manchester Environmental Coalition v. Stockton, 184 Conn. 51, 58 n.10, 441 A.2d 68 (1981) ; Tax Commissioner v. Estate of Bissell, 173 Conn. 232, 245, 377 A.2d 305 (1977). In discussing this proposed statute, Bep. McKinney stated: “[t]he conglomerate raids particularly on the insurance companies are a move on their part to grab the cash reserves of these companies. They greatly threaten the insurance industry, these conglomerates could care less about the State of Connecticut nor its main industry and I am delighted to see a bill of this type here which we hope will protect our insurance companies from raids of these totally, physically [sic fiscally?] irresponsible conglomerates — mergers.” Bep. Kennelly stated, “I think it is most important from the standpoint of the long-term economy of this state and most particularly the Greater Hartford area that *364our fine insurance industry retain its local notion both, in the context of ownership but in the more important context of direction and administration. I think this bill will go a long way toward preventing any untoward results that would result in the entire basis of the companies, the direction of the companies leaving the State of Connecticut.” 13 H. R. Proc., Pt. 8, 1969 Sess., p. 3848.

General Statutes § 33-423 (e) does not prevent Blue Cross from acquiring stock in other companies. It provides, “(e) Nothing in this chapter shall be construed to authorize a corporation formed hereunder to conduct any affairs except in compliance with any laws of this state regulating or otherwise applying to the same. The provisions of this chapter govern all corporations, but notwithstanding the provisions of this chapter, where by law special provisions are made in the case of a designated class or classes of corporations governing the corporate procedure thereof in any respect, limiting or extending the powers thereof, conditioning action upon the approval of any agency of the state, or otherwise prescribing the conduct of such corporations, such procedure, powers, action and conduct shall be governed by such special provisions whether or not such corporations are formed under this chapter.”

Special provisions, chapters 592 and 593, are made in the case of Blue Cross, but they do not prevent Blue Cross from owning stock to further its special purpose.