§ 6.1-194.88. (Repealed effective October 1, 2010) Merger, consolidation ortransfer of assets of insolvent or financially unstable association; noticeand hearing; final order; priorities; examinations of resulting institutions.
A. If the Commission finds (i) that any state association is insolvent, orthat, in its opinion, the financial stability of a state association isthreatened, (ii) that the merger or consolidation of such state associationinto another savings institution or into a bank is desirable for theprotection of the stockholders, members or depositors of such association,and that such merger or consolidation is in the public interest, and (iii)that an emergency exists, and if the board of directors of such stateassociation approves a plan of merger or consolidation of such associationinto another savings institution or bank, compliance with the requirements of§ 13.1-718 or 13.1-895 shall be dispensed with as to such state associationand the approval by the Commission of such plan of merger or consolidationshall be the equivalent of approval by the holders of more than two-thirds ofthe outstanding shares of such state association for all purposes of Article12 (§ 13.1-715.1 et seq.) of Chapter 9 of Title 13.1 or the approval oftwo-thirds of the members for all purposes of Article 11 (§ 13.1-894 et seq.)of Chapter 10 of Title 13.1.
B. If the Commission finds (i) that a state association is insolvent, orthat, in its opinion, the financial stability of a state association isthreatened, (ii) that the acquisition of the assets and liabilities of suchassociation by another savings institution or by a bank is in the bestinterests of the stockholders, members or depositors of such stateassociation, and that such acquisition of the assets and liabilities is inthe public interest, and (iii) that an emergency exists, it may, with theconsent of the board of directors of both institutions as to the terms andconditions of such transfer, including the assumption of all or certainliabilities, enter an order transferring some or all of the assets andliabilities of such state association to such other savings institution orbank and no compliance with the provisions of § 13.1-723, 13.1-724, 13.1-899,or 13.1-900 shall be required, nor shall § 13.1-730 be applicable to suchtransfer.
C. In the case either of such a merger, consolidation or a transfer of assetsand liabilities, the Commission shall provide that prompt notice of itsfindings, and plan of merger, consolidation or transfer of assets andliabilities, be sent to the stockholders or members of record of suchinsolvent association or association threatened with financial instabilityfor the purpose of providing such shareholders or members an opportunity tochallenge the findings of the Commission and the plan of merger,consolidation or transfer of assets and liabilities. The relevant books andrecords of such state association shall remain intact and be made availableto such shareholders or members for a period of 30 days after such notice issent. The Commission's findings and plan of merger, consolidation or transferof assets and liabilities shall become final if a hearing before theCommission is not requested by any such shareholder or member in a writtenrequest delivered to the Commission within 15 days after the notice specifiedby this section is sent. Any such request for a hearing shall contain astatement of the specific grounds for such shareholder's or member'schallenge to the Commissioner's findings and plan of merger, or consolidationor transfer of assets and liabilities.
D. If, after such hearing provided in subsection C, the Commission finds thatgood cause has been shown for the reversal or modification of its initialfindings, or for rescission or modification of its initial plan for merger,consolidation or transfer of assets and liabilities, the Commission shallenter its final order accordingly. But if, after such hearing, the Commissionaffirms its original findings and plan for merger, or consolidation ortransfer of assets and liabilities, its order shall be final.
E. Notwithstanding any other provision of law, any institution resulting froma merger, consolidation or a transfer of assets and liabilities under theprovisions of this section shall have the right to retain and operate alloffices of the association so merged, consolidated or acquired which were inoperation at the time of such merger, or consolidation or acquisition. Thissection shall not be construed to allow the establishment of additionalbranches by any institution resulting from such merger, consolidation ortransfer than would otherwise be allowed by the laws of the Commonwealth.
F. For the purposes of this section, "insolvent" shall mean that thecurrent book value of liabilities is in excess of the current book value ofassets.
G. For the purposes of this section, the terms "association," "bank," or"savings institution" shall mean institutions incorporated or establishedunder the laws of (i) the Commonwealth of Virginia, (ii) the United States,(iii) any other state of the United States, (iv) a territory of the UnitedStates, or (v) the District of Columbia, which institutions' deposits areinsured as required by this title for the issuance of a certificate ofauthority to do business.
H. The Commission shall authorize transactions under this section accordingto the following priorities:
1. First, between financial institutions of the same type located within theCommonwealth of Virginia;
2. Second, between financial institutions of different types located withinthe Commonwealth of Virginia;
3. Third, between financial institutions of the same type includingdepository institutions located outside the Commonwealth of Virginia; and
4. Fourth, between financial institutions of different types includingdepository institutions located outside the Commonwealth of Virginia.
I. In considering transactions involving financial institutions locatedoutside the Commonwealth of Virginia, the Commission shall give priority toplans of merger, consolidation or asset acquisition involving financialinstitutions located in states adjoining the Commonwealth of Virginia orlocated in the District of Columbia.
J. Any institution resulting from a transaction authorized by this sectionwhose main office is located outside of the Commonwealth of Virginia shall,as a condition of being able to do business in the Commonwealth, allow theCommission to examine such institution from time to time as the Commissiondeems necessary. In conducting such examinations, the Commission shall haveall of the powers provided by this title relating to the examination offinancial institutions.
K. The provisions of Article 5 (§ 6.1-194.41 et seq.) and Article 11 (§6.1-194.96 et seq.) of this chapter shall not apply to mergers,consolidations, and acquisitions authorized by the provisions of this section.
(Code 1950, § 6.1-195.70:2; 1983, c. 450; 1985, c. 425; 2005, c. 765.)
§ 6.1-194.88. (Repealed effective October 1, 2010) Merger, consolidation ortransfer of assets of insolvent or financially unstable association; noticeand hearing; final order; priorities; examinations of resulting institutions.
A. If the Commission finds (i) that any state association is insolvent, orthat, in its opinion, the financial stability of a state association isthreatened, (ii) that the merger or consolidation of such state associationinto another savings institution or into a bank is desirable for theprotection of the stockholders, members or depositors of such association,and that such merger or consolidation is in the public interest, and (iii)that an emergency exists, and if the board of directors of such stateassociation approves a plan of merger or consolidation of such associationinto another savings institution or bank, compliance with the requirements of§ 13.1-718 or 13.1-895 shall be dispensed with as to such state associationand the approval by the Commission of such plan of merger or consolidationshall be the equivalent of approval by the holders of more than two-thirds ofthe outstanding shares of such state association for all purposes of Article12 (§ 13.1-715.1 et seq.) of Chapter 9 of Title 13.1 or the approval oftwo-thirds of the members for all purposes of Article 11 (§ 13.1-894 et seq.)of Chapter 10 of Title 13.1.
B. If the Commission finds (i) that a state association is insolvent, orthat, in its opinion, the financial stability of a state association isthreatened, (ii) that the acquisition of the assets and liabilities of suchassociation by another savings institution or by a bank is in the bestinterests of the stockholders, members or depositors of such stateassociation, and that such acquisition of the assets and liabilities is inthe public interest, and (iii) that an emergency exists, it may, with theconsent of the board of directors of both institutions as to the terms andconditions of such transfer, including the assumption of all or certainliabilities, enter an order transferring some or all of the assets andliabilities of such state association to such other savings institution orbank and no compliance with the provisions of § 13.1-723, 13.1-724, 13.1-899,or 13.1-900 shall be required, nor shall § 13.1-730 be applicable to suchtransfer.
C. In the case either of such a merger, consolidation or a transfer of assetsand liabilities, the Commission shall provide that prompt notice of itsfindings, and plan of merger, consolidation or transfer of assets andliabilities, be sent to the stockholders or members of record of suchinsolvent association or association threatened with financial instabilityfor the purpose of providing such shareholders or members an opportunity tochallenge the findings of the Commission and the plan of merger,consolidation or transfer of assets and liabilities. The relevant books andrecords of such state association shall remain intact and be made availableto such shareholders or members for a period of 30 days after such notice issent. The Commission's findings and plan of merger, consolidation or transferof assets and liabilities shall become final if a hearing before theCommission is not requested by any such shareholder or member in a writtenrequest delivered to the Commission within 15 days after the notice specifiedby this section is sent. Any such request for a hearing shall contain astatement of the specific grounds for such shareholder's or member'schallenge to the Commissioner's findings and plan of merger, or consolidationor transfer of assets and liabilities.
D. If, after such hearing provided in subsection C, the Commission finds thatgood cause has been shown for the reversal or modification of its initialfindings, or for rescission or modification of its initial plan for merger,consolidation or transfer of assets and liabilities, the Commission shallenter its final order accordingly. But if, after such hearing, the Commissionaffirms its original findings and plan for merger, or consolidation ortransfer of assets and liabilities, its order shall be final.
E. Notwithstanding any other provision of law, any institution resulting froma merger, consolidation or a transfer of assets and liabilities under theprovisions of this section shall have the right to retain and operate alloffices of the association so merged, consolidated or acquired which were inoperation at the time of such merger, or consolidation or acquisition. Thissection shall not be construed to allow the establishment of additionalbranches by any institution resulting from such merger, consolidation ortransfer than would otherwise be allowed by the laws of the Commonwealth.
F. For the purposes of this section, "insolvent" shall mean that thecurrent book value of liabilities is in excess of the current book value ofassets.
G. For the purposes of this section, the terms "association," "bank," or"savings institution" shall mean institutions incorporated or establishedunder the laws of (i) the Commonwealth of Virginia, (ii) the United States,(iii) any other state of the United States, (iv) a territory of the UnitedStates, or (v) the District of Columbia, which institutions' deposits areinsured as required by this title for the issuance of a certificate ofauthority to do business.
H. The Commission shall authorize transactions under this section accordingto the following priorities:
1. First, between financial institutions of the same type located within theCommonwealth of Virginia;
2. Second, between financial institutions of different types located withinthe Commonwealth of Virginia;
3. Third, between financial institutions of the same type includingdepository institutions located outside the Commonwealth of Virginia; and
4. Fourth, between financial institutions of different types includingdepository institutions located outside the Commonwealth of Virginia.
I. In considering transactions involving financial institutions locatedoutside the Commonwealth of Virginia, the Commission shall give priority toplans of merger, consolidation or asset acquisition involving financialinstitutions located in states adjoining the Commonwealth of Virginia orlocated in the District of Columbia.
J. Any institution resulting from a transaction authorized by this sectionwhose main office is located outside of the Commonwealth of Virginia shall,as a condition of being able to do business in the Commonwealth, allow theCommission to examine such institution from time to time as the Commissiondeems necessary. In conducting such examinations, the Commission shall haveall of the powers provided by this title relating to the examination offinancial institutions.
K. The provisions of Article 5 (§ 6.1-194.41 et seq.) and Article 11 (§6.1-194.96 et seq.) of this chapter shall not apply to mergers,consolidations, and acquisitions authorized by the provisions of this section.
(Code 1950, § 6.1-195.70:2; 1983, c. 450; 1985, c. 425; 2005, c. 765.)
§ 6.1-194.88. (Repealed effective October 1, 2010) Merger, consolidation ortransfer of assets of insolvent or financially unstable association; noticeand hearing; final order; priorities; examinations of resulting institutions.
A. If the Commission finds (i) that any state association is insolvent, orthat, in its opinion, the financial stability of a state association isthreatened, (ii) that the merger or consolidation of such state associationinto another savings institution or into a bank is desirable for theprotection of the stockholders, members or depositors of such association,and that such merger or consolidation is in the public interest, and (iii)that an emergency exists, and if the board of directors of such stateassociation approves a plan of merger or consolidation of such associationinto another savings institution or bank, compliance with the requirements of§ 13.1-718 or 13.1-895 shall be dispensed with as to such state associationand the approval by the Commission of such plan of merger or consolidationshall be the equivalent of approval by the holders of more than two-thirds ofthe outstanding shares of such state association for all purposes of Article12 (§ 13.1-715.1 et seq.) of Chapter 9 of Title 13.1 or the approval oftwo-thirds of the members for all purposes of Article 11 (§ 13.1-894 et seq.)of Chapter 10 of Title 13.1.
B. If the Commission finds (i) that a state association is insolvent, orthat, in its opinion, the financial stability of a state association isthreatened, (ii) that the acquisition of the assets and liabilities of suchassociation by another savings institution or by a bank is in the bestinterests of the stockholders, members or depositors of such stateassociation, and that such acquisition of the assets and liabilities is inthe public interest, and (iii) that an emergency exists, it may, with theconsent of the board of directors of both institutions as to the terms andconditions of such transfer, including the assumption of all or certainliabilities, enter an order transferring some or all of the assets andliabilities of such state association to such other savings institution orbank and no compliance with the provisions of § 13.1-723, 13.1-724, 13.1-899,or 13.1-900 shall be required, nor shall § 13.1-730 be applicable to suchtransfer.
C. In the case either of such a merger, consolidation or a transfer of assetsand liabilities, the Commission shall provide that prompt notice of itsfindings, and plan of merger, consolidation or transfer of assets andliabilities, be sent to the stockholders or members of record of suchinsolvent association or association threatened with financial instabilityfor the purpose of providing such shareholders or members an opportunity tochallenge the findings of the Commission and the plan of merger,consolidation or transfer of assets and liabilities. The relevant books andrecords of such state association shall remain intact and be made availableto such shareholders or members for a period of 30 days after such notice issent. The Commission's findings and plan of merger, consolidation or transferof assets and liabilities shall become final if a hearing before theCommission is not requested by any such shareholder or member in a writtenrequest delivered to the Commission within 15 days after the notice specifiedby this section is sent. Any such request for a hearing shall contain astatement of the specific grounds for such shareholder's or member'schallenge to the Commissioner's findings and plan of merger, or consolidationor transfer of assets and liabilities.
D. If, after such hearing provided in subsection C, the Commission finds thatgood cause has been shown for the reversal or modification of its initialfindings, or for rescission or modification of its initial plan for merger,consolidation or transfer of assets and liabilities, the Commission shallenter its final order accordingly. But if, after such hearing, the Commissionaffirms its original findings and plan for merger, or consolidation ortransfer of assets and liabilities, its order shall be final.
E. Notwithstanding any other provision of law, any institution resulting froma merger, consolidation or a transfer of assets and liabilities under theprovisions of this section shall have the right to retain and operate alloffices of the association so merged, consolidated or acquired which were inoperation at the time of such merger, or consolidation or acquisition. Thissection shall not be construed to allow the establishment of additionalbranches by any institution resulting from such merger, consolidation ortransfer than would otherwise be allowed by the laws of the Commonwealth.
F. For the purposes of this section, "insolvent" shall mean that thecurrent book value of liabilities is in excess of the current book value ofassets.
G. For the purposes of this section, the terms "association," "bank," or"savings institution" shall mean institutions incorporated or establishedunder the laws of (i) the Commonwealth of Virginia, (ii) the United States,(iii) any other state of the United States, (iv) a territory of the UnitedStates, or (v) the District of Columbia, which institutions' deposits areinsured as required by this title for the issuance of a certificate ofauthority to do business.
H. The Commission shall authorize transactions under this section accordingto the following priorities:
1. First, between financial institutions of the same type located within theCommonwealth of Virginia;
2. Second, between financial institutions of different types located withinthe Commonwealth of Virginia;
3. Third, between financial institutions of the same type includingdepository institutions located outside the Commonwealth of Virginia; and
4. Fourth, between financial institutions of different types includingdepository institutions located outside the Commonwealth of Virginia.
I. In considering transactions involving financial institutions locatedoutside the Commonwealth of Virginia, the Commission shall give priority toplans of merger, consolidation or asset acquisition involving financialinstitutions located in states adjoining the Commonwealth of Virginia orlocated in the District of Columbia.
J. Any institution resulting from a transaction authorized by this sectionwhose main office is located outside of the Commonwealth of Virginia shall,as a condition of being able to do business in the Commonwealth, allow theCommission to examine such institution from time to time as the Commissiondeems necessary. In conducting such examinations, the Commission shall haveall of the powers provided by this title relating to the examination offinancial institutions.
K. The provisions of Article 5 (§ 6.1-194.41 et seq.) and Article 11 (§6.1-194.96 et seq.) of this chapter shall not apply to mergers,consolidations, and acquisitions authorized by the provisions of this section.
(Code 1950, § 6.1-195.70:2; 1983, c. 450; 1985, c. 425; 2005, c. 765.)
