State Codes and Statutes

State Codes and Statutes

Statutes > North-carolina > Chapter_53 > GS_53-347

Subpart D. Ownership;Governance; Mergers.

§ 53‑347.  Acquisitionof control.

(a)        Except as thissection otherwise expressly permits, a person shall not, without the approvalof the Commissioner, directly or indirectly acquire control of a State trustcompany.

(b)        This Subpart doesnot prohibit a person from contracting to acquire control of a State trustcompany subject to required approvals.

(c)        This Subpart doesnot require the approval of the Commissioner for the acquisition of securitiesin the following circumstances:

(1)        The acquisition ofsecurities in connection with securing, collecting, or satisfying a debtpreviously contracted for in good faith if the acquiring person files notice ofacquisition of control with the Commissioner, in the form required by theCommissioner, at least 10 days before the person votes the securities acquired;

(2)        The acquisition ofadditional voting securities in any class or series by a controlling person whopreviously has complied with and received approval under the provisions of thisArticle or who was identified as a controlling person in a prior applicationfiled with and approved by the Commissioner if the acquiring person filesnotice of acquisition of those securities with the Commissioner, in the formrequired by the Commissioner, at least 10 days before the person votes thesecurities acquired;

(3)        An acquisition ortransfer of securities by operation of law, will, or intestate succession ifthe acquiring person files notice of acquisition of control with the Commissioner,in the form required by the Commissioner, at least 10 days before the personvotes the securities acquired;

(4)        An acquisition ofsecurities by gift, unless the gift is made for the purpose of circumventingthis section, if the acquiring person files notice of acquisition of controlwith the Commissioner, in the form required by the Commissioner, at least 10days before the person votes the securities acquired; or

(5)        A transactionexempted by the Commissioner by rules, orders, or declaratory rulings because(i) the transaction is not within the purposes of this Article, or (ii)regulation of the transaction is not necessary or appropriate to achieve theobjectives of this Article.

(d)        Informationprovided under the provisions of subsection (c) of this section shall besubject to G.S. 53‑348(c), and persons providing that information shallbe subject to G.S. 53‑348(d).

(e)        Upon receiving anotice described in subsection (c) of this section, the Commissioner may, on orbefore the tenth day after the acquiring person files the notice, notify theacquiring person of objection to the voting of securities by the acquiringperson or of a request for further information concerning the acquisition ofcontrol. If the Commissioner notifies the acquiring person of the objection orrequest for further information, the acquiring person may vote the shares onlyon approval by the Commissioner and:

(1)        The acquiring personshall follow the procedures prescribed in this Subpart for an application toacquire control of a State trust company;

(2)        The Commissioner mayrequest any information that may be requested under the procedures prescribedin this Subpart in connection with an application to acquire control of a Statetrust company; and

(3)        For purposes ofdetermining a quorum of shareholders of a State trust company, the shares shallbe treated as authorized but unissued shares unless (i) the Commissionerapproves the application to vote the securities or (ii) the acquiring person nolonger has the power to vote the shares, either directly or indirectly. (2001‑263, s. 1.)