§412:3-609  Merger or consolidation
of Hawaii financial institutions.  (a)  Any one or more financial
institutions may merge into another financial institution and any two or more
financial institutions other than credit unions may consolidate into a new financial
institution if the institutions shall have complied with all requirements,
conditions, and limitations imposed by this chapter and by federal law, if
applicable.  A merger or consolidation in which one or more of the
participating financial institutions is a financial institution chartered or
licensed under the laws of or whose operations are conducted principally in any
state other than Hawaii, in any possession or territory of the United States or
in any foreign country shall be authorized only in accordance with subsection
(d), in accordance with part IV, article 5, of this chapter or in accordance
with article 12.



(b)  Any merger or consolidation of Hawaii
stock financial institutions shall be effected pursuant to the procedures,
conditions, and requirements for, and with the effect of, the merger or
consolidation of two or more corporations pursuant to chapter 414; except that
the vote by the shareholders of each of the participating institutions to
approve the plan of merger or consolidation shall satisfy the requirements of
section 412:3-604 and that the director of commerce and consumer affairs shall
not file the articles of merger or consolidation until the plan of merger or
consolidation shall have been approved by the commissioner in writing.



(c)  One or more federal financial institutions
whose operations are conducted principally in this State and one or more Hawaii
financial institutions may be merged or consolidated, with the federal
financial institution, the Hawaii financial institution, or a new consolidated
financial institution being the resulting institution, if the merger or
consolidation is permitted by federal law.  The federal financial institution
shall comply with all requirements, conditions, and limitations imposed by federal
law or regulation with respect to the merger or consolidation.  The Hawaii financial institution shall comply with all of the provisions of this chapter and
chapter 414, except that the vote by shareholders or members of the Hawaii financial institution to approve the plan of merger or consolidation shall satisfy
the requirements of section 412:3-604.  The resulting financial institution
shall file with the director of commerce and consumer affairs a confirmation in
writing by the commissioner of the date and time of the merger or
consolidation, together with the appropriate filing fee pursuant to chapter
414.



(d)  One or more financial institutions
chartered or licensed under the laws of or whose operations are conducted
principally in any state other than this State, in any possession or territory
of the United States, or in any foreign country and one or more Hawaii
depository financial institutions or trust companies may be merged or
consolidated, but only where the depository financial institution or trust
company resulting from any merger or consolidation pursuant to this subsection
is chartered or licensed under the laws of and conducts its operations
principally in this State, is a federal financial institution that conducts its
operations principally in this State, or is an out-of-state bank authorized to
establish interstate branches in this State pursuant to section 412:12-104.  A
nondepository financial services loan company licensed pursuant to article 9
may be merged or consolidated with another corporation, but only where the
nondepository financial institution resulting from any merger or consolidation
is licensed under the laws of this State.  The financial institution chartered
or licensed under the laws of any state other than this State, any possession
or territory of the United States, or any foreign country shall comply with all
requirements, conditions, and limitations imposed by the law of the
jurisdiction under which the financial institution is chartered or licensed
with respect to the merger or consolidation.  The Hawaii financial institution
shall comply with all of the provisions of this chapter and chapter 414, except
that the vote by shareholders or members of the Hawaii financial institution to
approve the plan of merger or consolidation shall satisfy the requirements of
section 412:3-604.  If the resulting institution is a Hawaii financial
institution, the director of commerce and consumer affairs shall not file
articles of merger or consolidation until the plan of merger or consolidation
shall have been approved by the commissioner in writing.  If the resulting
institution is a federal financial institution, the director of commerce and
consumer affairs shall not file the articles of merger or consolidation until
the plan of merger or consolidation shall have been approved by the
commissioner in writing and the resulting federal financial institution shall
file with the director of commerce and consumer affairs a confirmation in
writing by the commissioner of the date and time of the merger or
consolidation, together with the appropriate filing fee pursuant to chapter
414.



(e)  A Hawaii credit union may merge with a Hawaii credit union or federal credit union.  The merger shall be effected pursuant to the
procedures, conditions, and requirements for, and with the effect of, the
merger of two or more stock financial institutions pursuant to this section and
to chapter 414, as though the credit unions were stock financial institutions;
except that the plan of merger shall be approved by a majority of the members
of the board of directors of each participating credit union and by the members
of the participating credit unions at a meeting duly called and noticed and
upon a vote that satisfies the requirements of sections 412:3-604 and
412:3-605.



(f)  Prior to or after the vote of the
shareholders or members upon the plan of merger or consolidation, but prior to
delivery of articles of merger or consolidation and plan of merger or
consolidation to the director of commerce and consumer affairs, the
participating financial institutions shall file an application with the
commissioner pursuant to section 412:3-603 for approval of the proposed merger
or consolidation.  The application shall be accompanied by:



(1)  The plan of merger or consolidation;



(2)  A certificate signed by two executive officers of
each of the participating institutions, verifying that the plan of merger or
consolidation has been approved by the board of directors of each participating
financial institution and that the attached copy of the resolution approving
the proposed merger or consolidation is true and correct;



(3)  If any participating financial institution is a
federal financial institution or a financial institution chartered or licensed
under the laws of any state other than this State, any possession or territory
of the United States, or any foreign country, a certificate signed by two
executive officers verifying that the financial institution has complied, or
will comply, with all federal laws and regulations or all laws and regulations
of the jurisdiction under which it is chartered or licensed relating to the
merger or consolidation;



(4)  If the resulting financial institution is to be a
Hawaii financial institution, the information required from applicants for
approval to organize a Hawaii financial institution of the same type as the
proposed resulting Hawaii financial institution;



(5)  If a Hawaii financial institution is seeking to
merge or consolidate with a financial institution of another type, the information
required from applicants for approval to convert to another type of financial
institution; and



(6)  Any other information that the commissioner may
require.



(g)  The commissioner may require notice to be
given to the public as may be deemed appropriate.  The commissioner may conduct
an examination of the financial institution as provided under article 2, part
II.  The cost of any examination shall be assessed against and paid by the
institution pursuant to section 412:2-105.



(h)  The commissioner shall approve the plan of
merger or consolidation if it appears that:



(1)  Any resulting Hawaii financial institution would
meet all the requirements under this chapter for a charter or license to the
same extent that it would if it were applying for a new charter or license;



(2)  Any resulting financial institution would be
adequately capitalized;



(3)  The plan of merger or consolidation is fair to
creditors and the shareholders or members of all participating institutions;



(4)  The participating institutions have complied, or
will comply, with all requirements, conditions, and limitations imposed by
federal laws or regulations or by the laws or regulations of the jurisdiction
under which an institution is chartered or licensed with respect to the merger
or consolidation;



(5)  The overall experience, moral character, or
integrity of the proposed directors and executive officers of the resulting
financial institution is consistent with the interests of the depositors,
beneficiaries, creditors, shareholders, or members of the financial
institution, or in the public interest;



(6)  The merger or consolidation will not jeopardize
the safety or soundness of any participating financial institutions or the
resulting financial institution, and is not otherwise contrary to the public
interest;



(7)  The merger or consolidation will not
substantially lessen competition or tend to create a monopoly or restraint of
trade in any section of the country that includes this State or a part thereof,
or that any anti-competitive effects are clearly outweighed in the public
interest by the probable effect of the merger or consolidation in meeting the
convenience and needs of the community to be served;



(8)  The merger or consolidation will promote the
convenience, needs, and advantage of the general public particularly in the
communities in which the participating and resulting financial institutions
conduct or will conduct their business;



(9)  The grounds for approval of a conversion to
another type of financial institution pursuant to section 412:3-608 have been
met in the case of a participating Hawaii financial institution seeking to
merge or consolidate with a financial institution of a different type; and



(10)  The plan meets any other criteria as the
commissioner may deem appropriate.



(i)  In the case of a merger, the charter or
license of the participating depository financial institution or trust company
that is the resulting institution shall continue as the charter or license of
the resulting depository financial institution or trust company upon the
effective date of the merger.  In the case of a consolidation, when the
commissioner is satisfied that the participating depository financial
institutions or trust companies have complied with all state and federal law
with regard to the consolidation, the commissioner shall issue a charter or
license to the consolidated resulting Hawaii depository financial institution
or trust company.  A nondepository financial services loan company license may
be issued to the resulting financial institution in conjunction with a merger
or consolidation upon compliance with all applicable laws regarding the
issuance of a license to a nondepository financial services loan company. [L
1993, c 350, pt of §1; am L 1995, c 54, §4; am L 1996, c 155, §5; am L 1998, c
39, §§3 to 5; am L 2002, c 40, §25; am L 2006, c 228, §27]