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



(1)  A person who is not already in control of a
Hawaii financial institution or financial institution holding company shall not
acquire control of that financial institution or that financial institution
holding company, directly or indirectly, individually or in concert with
another; and



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



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



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



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



(3)  If the acquisition of control is the subject of
an 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 person
who either on July 1, 1993, or the date of compliance with the procedures of
this 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 Hawaii
financial institution or financial institution holding company; or



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



(c)  Unless the requirement for an application
is waived by the commissioner, the proposed acquirer shall file an application
with the commissioner pursuant to section 412:3-603 for approval to acquire
control of the Hawaii financial institution or financial institution holding
company.  The application shall contain:



(1)  Information regarding the proposed acquirer;



(2)  Details concerning the acquisition; and



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



(d)  After receiving the proposed acquirer's
application for approval and any amendments or supplements thereto, the
commissioner shall promptly forward a copy of the same to the affected
financial institution.  The affected institution shall have ten days after receipt
of the application and any amendments or supplements thereto within which to
submit any relevant information to the commissioner regarding the proposed
acquisition, and shall be entitled to appear and be heard at any informational
and comment proceeding on the application.



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



(1)  The overall experience, moral character, or
integrity of any person who would acquire control of a Hawaii financial institution
or financial institution holding company or become a financial institution
holding company indicates that it would not be in the interest of the
depositors, beneficiaries, creditors, or shareholders of the Hawaii financial
institution or the financial institution holding company, or in the public
interest, to permit the person to control the Hawaii financial institution or
the financial institution holding company or to become a financial institution
holding company;



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



(3)  The effect of the proposed acquisition may be
substantially to 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, and that these anti-competitive effects are not clearly outweighed in
the public interest by the probable effect of the acquisition in meeting the
convenience and needs of the community to be served;



(4)  The financial condition of any person who would
acquire control of a Hawaii financial institution or a financial institution
holding company or become a financial institution holding company may jeopardize
the safety and soundness of the Hawaii financial institution or the financial
institution holding company or prejudice the interests of the depositors,
beneficiaries, creditors, or shareholders of the Hawaii financial institution
or the financial institution holding company;



(5)  Any plan or proposal to liquidate, merge, or
consolidate, or make any other major change in the business, corporate
structure, or management of the Hawaii financial institution or the financial
institution holding company or any of its significant subsidiaries is not fair
and reasonable to the depositors, beneficiaries, creditors, or shareholders of
the Hawaii financial institution or the financial institution holding company
or any of its significant subsidiaries; or



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



(f)  As a condition for approving the proposed
acquisition 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 requirement
for approval of an acquisition of control 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 change of control 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, §30]



 



Revision Note



 



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