§412:3-611  Merger or consolidation
of financial institution holding companies.  (a)  Unless the commissioner
shall have given prior approval or shall have waived the requirement for
approval pursuant to subsection (e), no financial institution holding company
shall merge or consolidate with any other corporation if the effect of the
merger or consolidation shall be to change the direct or indirect control of
any Hawaii financial institution.



(b)  The merger or consolidation shall be
effected pursuant to the procedures, conditions and requirements for, and with
the effect of, the merger or consolidation of corporations under the applicable
laws of the state or states involved.



(c)  Unless the requirement for an application
is waived by the commissioner, the participating 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)  A certificate signed by two executive officers of
each of the participating institutions, verifying that the participating
institution has complied, or will comply with all state laws and rules relating
to the merger or consolidation;



(2)  Information of the type required to be provided
pursuant to section 412:3-612, with respect to both of the participating
institutions and their respective subsidiary financial institutions; and



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



(d)  The commissioner shall approve the merger
or consolidation if it appears that:



(1)  The resulting financial institution holding
company would be adequately capitalized;



(2)  The participating institutions have complied, or
will comply with all requirements, conditions, and limitations imposed by
federal law or regulation with respect to the merger or consolidation;



(3)  The overall experience, moral character or
integrity of the proposed directors and executive officers of the resulting
financial institution holding company is consistent with the interest of the depositors,
beneficiaries, creditors, or shareholders of the financial institution holding
company and its subsidiaries, or in the public interest;



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



(5)  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;



(6)  The merger or consolidation will promote the
convenience, needs and advantage of the general public particularly in the
community in which the affected institution conducts its business; and



(7)  The merger or consolidation meets any other
criteria as the commissioner may deem appropriate.



(e)  The commissioner may waive the requirement
for approval of a merger or consolidation of a financial institution holding
company which indirectly controls a nondepository financial services loan
company, provided that publication in a form approved by the commissioner is
made.  The publication shall state the fact that a merger or consolidation will
take place and shall describe the effect, if any, on the operations and
employees of the nondepository financial services loan company.  Publication
shall be made once in a newspaper of general circulation. [L 1993, c 350, pt of
§1; am L 2006, c 228, §29]