§ 6.2-1205. (Effective October 1, 2010) Merger, consolidation or transfer ofassets of insolvent or financially unstable savings institution; notice andhearing; final order; priorities; examinations of resulting institutions.
A. As used in this section:
"Bank" or "savings institution" means institutions incorporated orestablished under the laws of (i) the Commonwealth, (ii) the United States,or (iii) any other state, which institutions' deposits are insured asrequired by this title for the issuance of a certificate of authority to dobusiness.
"Insolvent" means that the current book value of liabilities is in excessof the current book value of assets.
B. If the Commission finds that (i) a state savings institution is insolvent,or, in its opinion, the financial stability of a state savings institution isthreatened, (ii) the merger or consolidation of such state savingsinstitution into another savings institution or into a bank is desirable forthe protection of the stockholders, members or depositors of suchassociation, and that such merger or consolidation is in the public interest,and (iii) an emergency exists, and if the board of directors of such statesavings institution approves a plan of merger or consolidation of suchsavings institution into another savings institution or bank, compliance withthe requirements of § 13.1-718 or 13.1-895 shall be dispensed with as to suchstate savings institution. In such event, the approval by the Commission ofsuch plan of merger or consolidation shall be the equivalent of approval bythe holders of more than two-thirds of the outstanding shares of such statesavings institution for all purposes of Article 12 (§ 13.1-715.1 et seq.) ofChapter 9 of Title 13.1 or the approval of two-thirds of the members for allpurposes of Article 11 (§ 13.1-893.1 et seq.) of Chapter 10 of Title 13.1.
C. If the Commission finds that (i) a state savings institution is insolvent,or in its opinion, the financial stability of a state savings institution isthreatened, (ii) the acquisition of the assets and liabilities of suchsavings institution by another savings institution or by a bank is in thebest interests of the stockholders, members or depositors of such statesavings institution, and that such acquisition of the assets and liabilitiesis in the public interest, and (iii) 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 savings institution to such other savingsinstitution or bank. In such event, compliance with the provisions of §13.1-723, 13.1-724, 13.1-899, or 13.1-900 shall not be required, and §13.1-730 shall not be applicable to such transfer.
D. 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 savings institution or savings institution threatened withfinancial instability for the purpose of providing such shareholders ormembers an opportunity to challenge the findings of the Commission and theplan of merger, consolidation or transfer of assets and liabilities. Therelevant books and records of such state savings institution shall remainintact and be made available to such shareholders or members for a period of30 days after such notice is sent. The Commission's findings and plan ofmerger, consolidation or transfer of assets and liabilities shall becomefinal if a hearing before the Commission is not requested by any suchshareholder or member in a written request delivered to the Commission within15 days after the notice specified by this section is sent. Any such requestfor a hearing shall contain a statement of the specific grounds for suchshareholder's or member's challenge to the Commissioner's findings and planof merger, or consolidation or transfer of assets and liabilities.
E. If, after a hearing as provided in subsection D, 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. 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.
F. 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 institution so merged, consolidated or acquired that 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.
G. The Commission shall authorize transactions under this section in thefollowing order of priority:
1. Between financial institutions of the same type located within theCommonwealth;
2. Between financial institutions of different types located within theCommonwealth;
3. Between financial institutions of the same type including depositoryinstitutions located outside the Commonwealth; and
4. Between financial institutions of different types including depositoryinstitutions located outside the Commonwealth.
H. In considering transactions involving financial institutions locatedoutside the Commonwealth, the Commission shall give priority to plans ofmerger, consolidation or asset acquisition involving financial institutionslocated in states adjoining the Commonwealth or located in the District ofColumbia.
I. Any institution resulting from a transaction authorized by this sectionwhose main office is located outside of the Commonwealth shall, as acondition 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.
J. The provisions of Article 5 (§ 6.2-1148 et seq.) of this chapter shall notapply to mergers, consolidations, and acquisitions authorized by theprovisions of this section.
(1972, c. 796, § 6.1-195.70:2; 1983, c. 450; 1985, c. 425, § 6.1-194.88;1991, c. 230, § 6.1-194.150; 1994, c. 353; 2005, c. 765; 2010, c. 794.)
§ 6.2-1205. (Effective October 1, 2010) Merger, consolidation or transfer ofassets of insolvent or financially unstable savings institution; notice andhearing; final order; priorities; examinations of resulting institutions.
A. As used in this section:
"Bank" or "savings institution" means institutions incorporated orestablished under the laws of (i) the Commonwealth, (ii) the United States,or (iii) any other state, which institutions' deposits are insured asrequired by this title for the issuance of a certificate of authority to dobusiness.
"Insolvent" means that the current book value of liabilities is in excessof the current book value of assets.
B. If the Commission finds that (i) a state savings institution is insolvent,or, in its opinion, the financial stability of a state savings institution isthreatened, (ii) the merger or consolidation of such state savingsinstitution into another savings institution or into a bank is desirable forthe protection of the stockholders, members or depositors of suchassociation, and that such merger or consolidation is in the public interest,and (iii) an emergency exists, and if the board of directors of such statesavings institution approves a plan of merger or consolidation of suchsavings institution into another savings institution or bank, compliance withthe requirements of § 13.1-718 or 13.1-895 shall be dispensed with as to suchstate savings institution. In such event, the approval by the Commission ofsuch plan of merger or consolidation shall be the equivalent of approval bythe holders of more than two-thirds of the outstanding shares of such statesavings institution for all purposes of Article 12 (§ 13.1-715.1 et seq.) ofChapter 9 of Title 13.1 or the approval of two-thirds of the members for allpurposes of Article 11 (§ 13.1-893.1 et seq.) of Chapter 10 of Title 13.1.
C. If the Commission finds that (i) a state savings institution is insolvent,or in its opinion, the financial stability of a state savings institution isthreatened, (ii) the acquisition of the assets and liabilities of suchsavings institution by another savings institution or by a bank is in thebest interests of the stockholders, members or depositors of such statesavings institution, and that such acquisition of the assets and liabilitiesis in the public interest, and (iii) 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 savings institution to such other savingsinstitution or bank. In such event, compliance with the provisions of §13.1-723, 13.1-724, 13.1-899, or 13.1-900 shall not be required, and §13.1-730 shall not be applicable to such transfer.
D. 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 savings institution or savings institution threatened withfinancial instability for the purpose of providing such shareholders ormembers an opportunity to challenge the findings of the Commission and theplan of merger, consolidation or transfer of assets and liabilities. Therelevant books and records of such state savings institution shall remainintact and be made available to such shareholders or members for a period of30 days after such notice is sent. The Commission's findings and plan ofmerger, consolidation or transfer of assets and liabilities shall becomefinal if a hearing before the Commission is not requested by any suchshareholder or member in a written request delivered to the Commission within15 days after the notice specified by this section is sent. Any such requestfor a hearing shall contain a statement of the specific grounds for suchshareholder's or member's challenge to the Commissioner's findings and planof merger, or consolidation or transfer of assets and liabilities.
E. If, after a hearing as provided in subsection D, 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. 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.
F. 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 institution so merged, consolidated or acquired that 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.
G. The Commission shall authorize transactions under this section in thefollowing order of priority:
1. Between financial institutions of the same type located within theCommonwealth;
2. Between financial institutions of different types located within theCommonwealth;
3. Between financial institutions of the same type including depositoryinstitutions located outside the Commonwealth; and
4. Between financial institutions of different types including depositoryinstitutions located outside the Commonwealth.
H. In considering transactions involving financial institutions locatedoutside the Commonwealth, the Commission shall give priority to plans ofmerger, consolidation or asset acquisition involving financial institutionslocated in states adjoining the Commonwealth or located in the District ofColumbia.
I. Any institution resulting from a transaction authorized by this sectionwhose main office is located outside of the Commonwealth shall, as acondition 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.
J. The provisions of Article 5 (§ 6.2-1148 et seq.) of this chapter shall notapply to mergers, consolidations, and acquisitions authorized by theprovisions of this section.
(1972, c. 796, § 6.1-195.70:2; 1983, c. 450; 1985, c. 425, § 6.1-194.88;1991, c. 230, § 6.1-194.150; 1994, c. 353; 2005, c. 765; 2010, c. 794.)
§ 6.2-1205. (Effective October 1, 2010) Merger, consolidation or transfer ofassets of insolvent or financially unstable savings institution; notice andhearing; final order; priorities; examinations of resulting institutions.
A. As used in this section:
"Bank" or "savings institution" means institutions incorporated orestablished under the laws of (i) the Commonwealth, (ii) the United States,or (iii) any other state, which institutions' deposits are insured asrequired by this title for the issuance of a certificate of authority to dobusiness.
"Insolvent" means that the current book value of liabilities is in excessof the current book value of assets.
B. If the Commission finds that (i) a state savings institution is insolvent,or, in its opinion, the financial stability of a state savings institution isthreatened, (ii) the merger or consolidation of such state savingsinstitution into another savings institution or into a bank is desirable forthe protection of the stockholders, members or depositors of suchassociation, and that such merger or consolidation is in the public interest,and (iii) an emergency exists, and if the board of directors of such statesavings institution approves a plan of merger or consolidation of suchsavings institution into another savings institution or bank, compliance withthe requirements of § 13.1-718 or 13.1-895 shall be dispensed with as to suchstate savings institution. In such event, the approval by the Commission ofsuch plan of merger or consolidation shall be the equivalent of approval bythe holders of more than two-thirds of the outstanding shares of such statesavings institution for all purposes of Article 12 (§ 13.1-715.1 et seq.) ofChapter 9 of Title 13.1 or the approval of two-thirds of the members for allpurposes of Article 11 (§ 13.1-893.1 et seq.) of Chapter 10 of Title 13.1.
C. If the Commission finds that (i) a state savings institution is insolvent,or in its opinion, the financial stability of a state savings institution isthreatened, (ii) the acquisition of the assets and liabilities of suchsavings institution by another savings institution or by a bank is in thebest interests of the stockholders, members or depositors of such statesavings institution, and that such acquisition of the assets and liabilitiesis in the public interest, and (iii) 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 savings institution to such other savingsinstitution or bank. In such event, compliance with the provisions of §13.1-723, 13.1-724, 13.1-899, or 13.1-900 shall not be required, and §13.1-730 shall not be applicable to such transfer.
D. 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 savings institution or savings institution threatened withfinancial instability for the purpose of providing such shareholders ormembers an opportunity to challenge the findings of the Commission and theplan of merger, consolidation or transfer of assets and liabilities. Therelevant books and records of such state savings institution shall remainintact and be made available to such shareholders or members for a period of30 days after such notice is sent. The Commission's findings and plan ofmerger, consolidation or transfer of assets and liabilities shall becomefinal if a hearing before the Commission is not requested by any suchshareholder or member in a written request delivered to the Commission within15 days after the notice specified by this section is sent. Any such requestfor a hearing shall contain a statement of the specific grounds for suchshareholder's or member's challenge to the Commissioner's findings and planof merger, or consolidation or transfer of assets and liabilities.
E. If, after a hearing as provided in subsection D, 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. 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.
F. 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 institution so merged, consolidated or acquired that 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.
G. The Commission shall authorize transactions under this section in thefollowing order of priority:
1. Between financial institutions of the same type located within theCommonwealth;
2. Between financial institutions of different types located within theCommonwealth;
3. Between financial institutions of the same type including depositoryinstitutions located outside the Commonwealth; and
4. Between financial institutions of different types including depositoryinstitutions located outside the Commonwealth.
H. In considering transactions involving financial institutions locatedoutside the Commonwealth, the Commission shall give priority to plans ofmerger, consolidation or asset acquisition involving financial institutionslocated in states adjoining the Commonwealth or located in the District ofColumbia.
I. Any institution resulting from a transaction authorized by this sectionwhose main office is located outside of the Commonwealth shall, as acondition 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.
J. The provisions of Article 5 (§ 6.2-1148 et seq.) of this chapter shall notapply to mergers, consolidations, and acquisitions authorized by theprovisions of this section.
(1972, c. 796, § 6.1-195.70:2; 1983, c. 450; 1985, c. 425, § 6.1-194.88;1991, c. 230, § 6.1-194.150; 1994, c. 353; 2005, c. 765; 2010, c. 794.)
