§412:3-613  Sale or acquisition of
assets and transfer or assumption of liabilities.  (a)  No Hawaii financial
institution may sell, exchange, or otherwise dispose of all or substantially
all of the financial institution's assets or business, or all or substantially
all of the business of any of its branches, or, if not in the usual and regular
course of business, all or substantially all of the assets or business of any
of its departments, or may cause or permit the assumption of all or
substantially all its liabilities, or any of its deposits, or may acquire all
or substantially all of the assets or assume all or substantially all of the
liabilities or assume any deposits of another company, unless the commissioner
shall have given prior written approval to the acquisition or assumption, and
only if the acquisition or assumption complies with this part.



(b)  Whenever the transferring financial
institution is a Hawaii financial institution, the sale or other disposition of
its assets or business or the transfer of its deposits or liabilities subject
to this section shall be effected pursuant to the procedures, conditions, and
requirements of chapter 414 applicable to the sale of assets other than in the
regular course of business; provided that the sale or assumption shall be
approved by the shareholders or members of the transferring Hawaii financial
institution at a meeting duly called and noticed and upon a vote which
satisfies the requirements of section 412:3-604.  Notwithstanding the
foregoing, the approval of the shareholders or members of the transferring
institution shall not be required if the acquisition of all or substantially
all of the assets or business, or the assumption of liabilities or deposits, of
any of the transferring financial institution's departments or branches does
not constitute an acquisition of all or substantially all of the assets or
business, or assumption of all or substantially all of the liabilities or
deposits, of the transferring financial institution.



(c)  The participants in the transaction shall
jointly file an application with the commissioner pursuant to section 412:3‑603
for approval of the plan of acquisition or assumption.  The application shall
contain:



(1)  The plan of acquisition or assumption which shall
include, but not be limited to, the names and types of participants involved,
the material terms of the transaction, and the provisions as to the manner in
which the participants in the transaction will comply with all applicable
federal and state law;



(2)  A certificate signed by two executive officers of
each of the participants in the transaction verifying that the attached copy of
the resolution approving the plan of acquisition or assumption adopted by the
board of directors of each of the participants in the transaction is true and
correct; and



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



(d)  The commissioner may require notice to be
given to the public as may seem appropriate.



(e)  The commissioner shall approve the
acquisition or assumption if it appears that:



(1)  The depositors, beneficiaries, creditors,
shareholders, or members, and other persons having any interest in the
transferring financial institution will be adequately protected under the plan
of acquisition or assumption;



(2)  The amount paid for the acquisition or assumption
was determined at arm's length, and does not appear to be fraudulent;



(3)  The plan of acquisition or assumption does not
adversely affect the stability of the acquiring or assuming participant if the
participant is a Hawaii financial institution, and, if the sale is part of the
liquidation of the transferring financial institution, provides for the orderly
dissolution of the transferring institution in a manner consistent with law;



(4)  If one or more of the participants in the
transaction is subject to federal regulation, the participants will comply with
all applicable federal laws;



(5)  The overall experience, moral character, or
integrity of the directors and executive officers of the acquiring or assuming
participant is consistent with the interest of the depositors, beneficiaries,
creditors, or shareholders of the acquiring or assuming participant, or in the
public interest;



(6)  The acquisition or assumption will not jeopardize
the safety or soundness of any Hawaii financial institution which is a
participant in the transaction, and is not otherwise contrary to the public
interest;



(7)  The proposed acquisition or assumption 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 of these anti-competitive effects are clearly outweighed in the
public interest by the probable effect of the acquisition or assumption in
meeting the convenience and needs of the community to be served; and



(8)  The plan of acquisition or assumption meets such
other criteria as the commissioner may deem appropriate.



(f)  Upon any required approval by the
shareholders or members of the transferring financial institution, two
executive officers of the institution shall deliver to the commissioner a
certificate that the sale or assumption was duly approved by the shareholders
or members of the transferring institution.  If the commissioner is satisfied
that the participants in the transaction have complied with all applicable
state and federal law with regard to the adoption of the plan of acquisition or
assumption, the commissioner shall give written approval to the participants in
the transaction to proceed with the plan to acquire or sell assets or to assume
liabilities. [L 1993, c 350, pt of §1; am L 1998, c 39, §§6 to 8; am L 2002, c
40, §27]