§412:3-612  Acquisition of control offinancial institution or financial institution holding company.  (a) Unless the commissioner shall have given prior approval or shall have waivedthe requirement for approval pursuant to subsection (g):

(1)  A person who is not already in control of aHawaii financial institution or financial institution holding company shall notacquire control of that financial institution or that financial institutionholding company, directly or indirectly, individually or in concert withanother; and

(2)  A person who is not already in control of aHawaii financial institution or financial institution holding company shallnot, directly or indirectly, make a tender offer for, request or invite atender offer for, or offer to exchange securities for, any voting security orany security convertible into a voting security of that financial institutionor that financial institution holding company if the transaction would resultin the person acquiring control of that Hawaii financial institution or thatfinancial institution holding company; provided that nothing in this sectionshall prohibit a person from negotiating or entering into agreements subject tothe condition that the acquisition of control will not be effective until approvalis obtained.

(b)  Notwithstanding subsection (a), thissection shall not apply to any acquisition of control of a Hawaii financialinstitution or financial institution holding company:

(1)  That has been placed into receivership orconservatorship, or whose acquisition has been wholly or partially initiated orapproved for purposes of supervisory assistance from the commissioner or anyother state or federal agency;

(2)  By a donee or distributee of a gift or devise, ifthe gift or devise is not intended to avoid this section and provided that thedonee or distributee within thirty days after the acquisition gives thecommissioner written notice of the gift or devise and any other informationthat the commissioner may require;

(3)  If the acquisition of control is the subject ofan application for approval by the commissioner pursuant to section 412:3-609,412:3-611, or 412:3-613;

(4)  The acquisition of additional shares by a personwho either on July 1, 1993, or the date of compliance with the procedures ofthis section, and continuously after that date held, directly or indirectly,solely or through another person or transaction, or in concert with another,power to vote twenty-five per cent or more of the voting shares of the Hawaiifinancial institution or financial institution holding company; or

(5)  The acquisition of additional shares by a personwho on July 1, 1993, and continuously thereafter held, directly orindirectly, solely or through another person or transaction, or in concert withanother, power to vote ten per cent or more of the voting shares of the Hawaiifinancial institution or financial institution holding company, if thetransaction will not result in the person's direct or indirect ownership orpower to vote twenty-five per cent or more of any class of voting securities ofthe Hawaii financial institution or financial institution holding company or ifthe commissioner determines that such person has controlled the Hawaiifinancial institution or financial institution holding company sinceJuly 1, 1993.

(c)  Unless the requirement for an applicationis waived by the commissioner, the proposed acquirer shall file an applicationwith the commissioner pursuant to section 412:3-603 for approval to acquirecontrol of the Hawaii financial institution or financial institution holdingcompany.  The application shall contain:

(1)  Information regarding the proposed acquirer;

(2)  Details concerning the acquisition; and

(3)  Any other information that the commissioner mayrequire.

(d)  After receiving the proposed acquirer'sapplication for approval and any amendments or supplements thereto, thecommissioner shall promptly forward a copy of the same to the affectedfinancial institution.  The affected institution shall have ten days after receiptof the application and any amendments or supplements thereto within which tosubmit any relevant information to the commissioner regarding the proposedacquisition, and shall be entitled to appear and be heard at any informationaland comment proceeding on the application.

(e)  Approval may be denied by the commissionerfor the proposed acquisition of control if it appears that:

(1)  The overall experience, moral character, orintegrity of any person who would acquire control of a Hawaii financial institutionor financial institution holding company or become a financial institutionholding company indicates that it would not be in the interest of thedepositors, beneficiaries, creditors, or shareholders of the Hawaii financialinstitution or the financial institution holding company, or in the publicinterest, to permit the person to control the Hawaii financial institution orthe financial institution holding company or to become a financial institutionholding company;

(2)  The acquisition will not promote the convenience,needs, and advantage of the general public, particularly in the community inwhich the affected institution conducts its business;

(3)  The effect of the proposed acquisition may besubstantially to lessen competition or tend to create a monopoly or restraintof trade in any section of the country that includes this State or a partthereof, and that these anti-competitive effects are not clearly outweighed inthe public interest by the probable effect of the acquisition in meeting theconvenience and needs of the community to be served;

(4)  The financial condition of any person who wouldacquire control of a Hawaii financial institution or a financial institutionholding company or become a financial institution holding company may jeopardizethe safety and soundness of the Hawaii financial institution or the financialinstitution holding company or prejudice the interests of the depositors,beneficiaries, creditors, or shareholders of the Hawaii financial institutionor the financial institution holding company;

(5)  Any plan or proposal to liquidate, merge, orconsolidate, or make any other major change in the business, corporatestructure, or management of the Hawaii financial institution or the financialinstitution holding company or any of its significant subsidiaries is not fairand reasonable to the depositors, beneficiaries, creditors, or shareholders ofthe Hawaii financial institution or the financial institution holding companyor any of its significant subsidiaries; or

(6)  The acquiring person has failed or refused tofurnish information requested by the commissioner.

(f)  As a condition for approving the proposedacquisition of control, the commissioner shall impose a reasonable time period,not to exceed one year, within which the acquisition of control must occur.

(g)  The commissioner may waive the requirementfor approval of an acquisition of control 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 change of control will takeplace and shall describe the effect, if any, on the operations and employees ofthe nondepository financial services loan company.  Publication shall be madeonce in a newspaper of general circulation. [L 1993, c 350, pt of §1; am L2006, c 228, §30]

 

Revision Note

 

  "July 1, 1993," substituted for "the effectivedate of this chapter".