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

(b)  The merger or consolidation shall beeffected pursuant to the procedures, conditions and requirements for, and withthe effect of, the merger or consolidation of corporations under the applicablelaws of the state or states involved.

(c)  Unless the requirement for an applicationis waived by the commissioner, the participating institutions shall file anapplication with the commissioner pursuant to section 412:3-603 for approval ofthe proposed merger or consolidation.  The application shall be accompanied by:

(1)  A certificate signed by two executive officers ofeach of the participating institutions, verifying that the participatinginstitution has complied, or will comply with all state laws and rules relatingto the merger or consolidation;

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

(3)  Any other information that the commissioner mayrequire.

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

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

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

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

(4)  The merger or consolidation will not jeopardizethe safety or soundness of the subsidiary financial institutions of theparticipating institutions, and is not otherwise contrary to the publicinterest;

(5)  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;

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

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

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