Sec. 36a-185. (Formerly Sec. 36-425). Public hearing. Disapproval of plan. Adequacy of services, findings.
Sec. 36a-185. (Formerly Sec. 36-425). Public hearing. Disapproval of plan. Adequacy of services, findings. (a) The offer, invitation, request, agreement or acquisition
referred to in section 36a-184 may be made unless the commissioner disapproves it
within sixty days after the acquisition statement has been filed with the commissioner,
or unless within the first thirty days of such sixty days the commissioner calls a public
hearing in accordance with section 36a-24. The offer, invitation, request, agreement or
acquisition may be made prior to the expiration of the sixty-day disapproval period if
the commissioner issues written notice of the commissioner's intent not to disapprove
the action.
(b) The commissioner may disapprove any such offer, invitation, request,
agreement or acquisition if the commissioner finds that:
(1) Upon completion of the acquisition, the bank referred to in the acquisition statement would be unable to satisfy the requirements for the issuance of a certificate of
incorporation or a certificate of authority to carry on the business of banking to the same
extent and in the same manner as it was authorized to carry on such business immediately
prior to the acquisition;
(2) The financial condition of the acquiring person might jeopardize the financial
stability of such bank or holding company, or prejudice the interests of depositors or
security holders whose securities will not be acquired by the acquiring person;
(3) If a tender offer or exchange offer is contemplated, its terms are unfair and
inequitable to the security holders of such bank or holding company;
(4) The plans or proposals which the acquiring person has to liquidate such bank
or holding company, to sell its assets or to merge or consolidate it with any person, or
to make any other material change in its business or corporate structure or management,
are unfair or prejudicial to depositors or to security holders of such bank or holding
company;
(5) The competence, experience and integrity of the acquiring person are such that
it would not be in the interest of the depositors or of the security holders of such bank
or holding company or in the public interest for such offer, request, invitation, agreement
or acquisition to be made; or
(6) The benefits to the public are clearly outweighed by the possible adverse effects,
including, but not limited to, an undue concentration of resources and decreased or
unfair competition.
(c) The commissioner shall disapprove such offer, invitation, request, agreement
or acquisition if: (1) It involves the acquisition of the voting securities or securities
convertible into voting securities of a bank that has not been in existence and continuously operating for at least five years, or a holding company, the subsidiary banks of
which have not been in existence and continuously operating for at least five years,
unless the commissioner waives this requirement; (2) the acquiring person, including
all insured depository institutions which are affiliates of the person, upon consummation
of the acquisition, would control thirty per cent or more of the total amount of deposits
of insured depository institutions in this state, unless the commissioner permits a greater
percentage of such deposits; (3) the commissioner cannot make the findings required
by section 36a-34; or (4) the programs, policies and procedures of the acquiring person
relating to anti-money-laundering activity are inadequate, and the acquiring person does
not have a record of compliance with anti-money-laundering laws and regulations. In
making the determination to disapprove or not to disapprove such offer, invitation,
request, agreement or acquisition, the commissioner shall consider whether: (A) The
investment and lending policies of the bank referred to in the acquisition statement are
consistent with safe and sound banking practices and will benefit the economy of this
state; (B) the services or proposed services of the bank referred to in the acquisition
statement are consistent with safe and sound banking practices and will benefit the
economy of this state; (C) the proposed acquisition will not substantially lessen competition in the banking industry of this state; and (D) the acquiring person, if such person
would be the beneficial owner of twenty-five per cent or more of any class of voting
securities of the bank or holding company referred to in the acquisition statement, (i)
has sufficient capital to ensure, and agrees to ensure, that the bank referred to in the
acquisition statement will comply with applicable minimum capital requirements, and
(ii) has sufficient managerial resources to operate the bank or holding company referred
to in the acquisition statement in a safe and sound manner.
(1969, P.A. 598, S. 11; 1971, P.A. 322, S. 4; P.A. 82-194, S. 6, 14; P.A. 91-189, S. 7, 13; P.A. 93-24, S. 3, 9; P.A. 94-122, S. 78, 340; P.A. 95-155, S. 15, 29; P.A. 96-54, S. 4, 9; P.A. 98-260, S. 7; P.A. 03-259, S. 15.)
History: 1971 act substituted reference to Sec. 36-423 for reference to Sec. 36-420; P.A. 82-194 amended Subsecs. (a),
(b) and (c) by revising the provision for requesting a hearing and the hearing procedure, including shortening the time
period for the commencement of the hearing and for the giving of notice, and amended Subsec. (d) by changing "bank or
bank holding company" to "bank, association or holding company"; P.A. 91-189 added Subsec. (d)(6) re finding that
benefits to the public outweigh adverse effects and Subsec. (e) re factors to be considered and findings to be made by the
commissioner; P.A. 93-24 amended Subsec. (e) by deleting references to "bank, association or subsidiaries" in favor of
references to "acquiring persons" in a banking institution or holding company situation and added provisions re the adequacy
of services to be provided based on the acquiring person's status as either an entity or individual having 25% or more of
any class of voting securities and added provisions governing in cases where acquiring person is individual owning less
than 25% of all classes of voting securities, effective May 4, 1993; P.A. 94-122 deleted community reinvestment and
approval standards in Subsec. (e) and made technical changes, effective January 1, 1995; Sec. 36-425 transferred to Sec.
36a-185 in 1995; P.A. 95-155 added Subsec. (e)(1) re five-year requirement and (e)(2) re controlling deposits, changing
Subdiv. numbering to Subpara. lettering, and making technical changes in Subsec., effective June 27, 1995; P.A. 96-54
amended Subsec. (e) to substitute "or" for "and" immediately preceding Subdiv. (2), effective May 7, 1996; P.A. 98-260
amended Subsec. (a) by deleting provisions re public hearing and adding reference to Sec. 36a-24, deleted former Subsecs.
(b) and (c), redesignated existing Subsec. (d) as Subsec. (b) and deleted provisions re determination after conclusion of
hearing, and redesignated existing Subsec. (e) as Subsec. (c); P.A. 03-259 added Subsec. (c)(3) which moved and rephrased
provision re disapproval if commissioner cannot make findings required by Sec. 36a-34, and (c)(4) re anti-money-laundering activity and compliance.
See Sec. 36a-34 re community reinvestment and approval standards.