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

(b)  Any merger or consolidation of Hawaiistock financial institutions shall be effected pursuant to the procedures,conditions, and requirements for, and with the effect of, the merger orconsolidation of two or more corporations pursuant to chapter 414; except thatthe vote by the shareholders of each of the participating institutions toapprove the plan of merger or consolidation shall satisfy the requirements ofsection 412:3-604 and that the director of commerce and consumer affairs shallnot file the articles of merger or consolidation until the plan of merger orconsolidation shall have been approved by the commissioner in writing.

(c)  One or more federal financial institutionswhose operations are conducted principally in this State and one or more Hawaiifinancial institutions may be merged or consolidated, with the federalfinancial institution, the Hawaii financial institution, or a new consolidatedfinancial institution being the resulting institution, if the merger orconsolidation is permitted by federal law.  The federal financial institutionshall comply with all requirements, conditions, and limitations imposed by federallaw or regulation with respect to the merger or consolidation.  The Hawaii financial institution shall comply with all of the provisions of this chapter andchapter 414, except that the vote by shareholders or members of the Hawaii financial institution to approve the plan of merger or consolidation shall satisfythe requirements of section 412:3-604.  The resulting financial institutionshall file with the director of commerce and consumer affairs a confirmation inwriting by the commissioner of the date and time of the merger orconsolidation, together with the appropriate filing fee pursuant to chapter414.

(d)  One or more financial institutionschartered or licensed under the laws of or whose operations are conductedprincipally in any state other than this State, in any possession or territoryof the United States, or in any foreign country and one or more Hawaiidepository financial institutions or trust companies may be merged orconsolidated, but only where the depository financial institution or trustcompany resulting from any merger or consolidation pursuant to this subsectionis chartered or licensed under the laws of and conducts its operationsprincipally in this State, is a federal financial institution that conducts itsoperations principally in this State, or is an out-of-state bank authorized toestablish interstate branches in this State pursuant to section 412:12-104.  Anondepository financial services loan company licensed pursuant to article 9may be merged or consolidated with another corporation, but only where thenondepository financial institution resulting from any merger or consolidationis licensed under the laws of this State.  The financial institution charteredor licensed under the laws of any state other than this State, any possessionor territory of the United States, or any foreign country shall comply with allrequirements, conditions, and limitations imposed by the law of thejurisdiction under which the financial institution is chartered or licensedwith respect to the merger or consolidation.  The Hawaii financial institutionshall comply with all of the provisions of this chapter and chapter 414, exceptthat the vote by shareholders or members of the Hawaii financial institution toapprove the plan of merger or consolidation shall satisfy the requirements ofsection 412:3-604.  If the resulting institution is a Hawaii financialinstitution, the director of commerce and consumer affairs shall not filearticles of merger or consolidation until the plan of merger or consolidationshall have been approved by the commissioner in writing.  If the resultinginstitution is a federal financial institution, the director of commerce andconsumer affairs shall not file the articles of merger or consolidation untilthe plan of merger or consolidation shall have been approved by thecommissioner in writing and the resulting federal financial institution shallfile with the director of commerce and consumer affairs a confirmation inwriting by the commissioner of the date and time of the merger orconsolidation, together with the appropriate filing fee pursuant to chapter414.

(e)  A Hawaii credit union may merge with a Hawaii credit union or federal credit union.  The merger shall be effected pursuant to theprocedures, conditions, and requirements for, and with the effect of, themerger of two or more stock financial institutions pursuant to this section andto 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 membersof the board of directors of each participating credit union and by the membersof the participating credit unions at a meeting duly called and noticed andupon a vote that satisfies the requirements of sections 412:3-604 and412:3-605.

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

(1)  The plan of merger or consolidation;

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

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

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

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

(6)  Any other information that the commissioner mayrequire.

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

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

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

(2)  Any resulting financial institution would beadequately capitalized;

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

(4)  The participating institutions have complied, orwill comply, with all requirements, conditions, and limitations imposed byfederal laws or regulations or by the laws or regulations of the jurisdictionunder which an institution is chartered or licensed with respect to the mergeror consolidation;

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

(6)  The merger or consolidation will not jeopardizethe safety or soundness of any participating financial institutions or theresulting financial institution, and is not otherwise contrary to the publicinterest;

(7)  The merger or consolidation will notsubstantially lessen competition or tend to create a monopoly or restraint oftrade 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 publicinterest by the probable effect of the merger or consolidation in meeting theconvenience and needs of the community to be served;

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

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

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

(i)  In the case of a merger, the charter orlicense of the participating depository financial institution or trust companythat is the resulting institution shall continue as the charter or license ofthe resulting depository financial institution or trust company upon theeffective date of the merger.  In the case of a consolidation, when thecommissioner is satisfied that the participating depository financialinstitutions or trust companies have complied with all state and federal lawwith regard to the consolidation, the commissioner shall issue a charter orlicense to the consolidated resulting Hawaii depository financial institutionor trust company.  A nondepository financial services loan company license maybe issued to the resulting financial institution in conjunction with a mergeror consolidation upon compliance with all applicable laws regarding theissuance of a license to a nondepository financial services loan company. [L1993, c 350, pt of §1; am L 1995, c 54, §4; am L 1996, c 155, §5; am L 1998, c39, §§3 to 5; am L 2002, c 40, §25; am L 2006, c 228, §27]