Section 5-1103 - Conditions for acquisition and conversion; documents submitted.
§ 5-1103. Conditions for acquisition and conversion; documents submitted.
(a) Enumerated.- An out-of-state bank holding company may acquire one or more savings and loan associations and convert one or more of the acquired savings and loan associations into one or more commercial banks or one or more newly-formed commercial banks that have acquired or will acquire one or more savings and loan associations, if the out-of-state bank holding company and the entity to be acquired:
(1) File jointly an application and a plan of acquisition for approval with the Commissioner that contain the information the Commissioner may require;
(2) Submit with the application:
(i) The designation of a resident of this State as the applicant's agent for the service of any paper, notice, or legal process on the applicant in connection with matters arising out of this subtitle; and
(ii) A filing fee of $5,000; and
(3) Receive approval of the acquisition from the Commissioner after the Commissioner has received:
(i) Advice from the Director of the Division of Savings and Loan Associations and the Fund Director of the State of Maryland Deposit Insurance Fund Corporation; and
(ii) The concurrence of the Secretary of Labor, Licensing, and Regulation.
(b) Plan of acquisition; reports.-
(1) The plan of acquisition under this section shall contain sufficient information to allow the Commissioner to consider the following:
(i) The financial and managerial resources of the out-of-state bank holding company;
(ii) The future prospects and business plan for the successor commercial bank;
(iii) The financial history and future prospects of the out-of-state bank holding company;
(iv) The impact of the proposed acquisition on competition and concentration of financial resources in this State;
(v) Initial capital investments, loan policy, investment policy, dividend policy, and general plan of business, including the amount and cost of consumer and business services to be offered in this State; and
(vi) The corporate and regulatory steps necessary to consummate the acquisition.
(2) An out-of-state bank holding company that has made an acquisition under this subtitle shall, within 30 days of adoption, submit to the Commissioner a copy of its most recently adopted federal Community Reinvestment Act statement.
(3) Within 30 days of receipt, the holding company shall submit to the Commissioner a copy of the public portion of its most recent Community Reinvestment Act performance evaluation prepared by the federal regulatory agency that examines the holding company, together with a copy of any written response to the evaluation prepared by the holding company for its public Community Reinvestment Act file.
(4) (i) Upon request, the Commissioner shall make available to the public a copy of the documents submitted under this subsection.
(ii) The Commissioner may charge a reasonable fee to a person requesting a copy to help defray the costs of providing copies of the documents to the public.
(c) Submitting false information to Commissioner.-
(1) Except as otherwise provided by law, any person who knowingly submits false information to the Commissioner while complying with this section is guilty of a misdemeanor.
(2) A person who violates this section is subject to a fine of not more than $1,000, or imprisonment for not more than 5 years, or both.
(d) Findings of Commissioner.- The Commissioner may not grant approval of an acquisition and conversion under this subsection unless the Commissioner finds:
(1) One or more of the savings and loan associations to be acquired:
(i) Was placed into a conservatorship or receivership under Title 9, Subtitle 7 of this article before October 15, 1985, and continues to be under the control of a conservator or receiver at the time the plan of acquisition is filed; or
(ii) Before October 15, 1985, has been the subject of an executive order imposing limitations on withdrawals from savings accounts that are more restrictive than those set forth in Executive Order 01.01.1985.11 (May 21, 1985), as amended;
(2) (i) The aggregate total savings account liability of the association or associations to be acquired was at least $450,000,000 on June 1, 1985; or
(ii) The aggregate total savings account liability is less than $450,000,000 but greater than $250,000,000 on June 1, 1985, and the approval is:
1. Reasonably required to protect the welfare of the general economy of this State and of the acquired association or associations;
2. Not detrimental to the public interest or to the acquired association or associations;
3. Consistent with the general need for banking services in the State; and
4. Concurred in by the Governor;
(3) Exigent circumstances exist such that the planned acquisition is necessary to maintain the viability or prevent the probable failure of one or more of the savings and loan associations to be acquired;
(4) The out-of-state bank holding company has sufficient financial strength to assume its obligations under paragraph (5) of this subsection;
(5) The application contains the unconditional undertaking of the out-of-state bank holding company to be bound by the provisions of § 5-1107 of this subtitle;
(6) The commercial bank to be formed will be a member of the Federal Reserve System; and
(7) That, upon the completion of any mergers, conversions, or acquisition to be made under the plan of acquisition, immediate access to savings accounts by account holders is provided subject to any terms and conditions governing those savings accounts.
(e) Requirements for merger, conversion, or acquisition.-
(1) Each merger, conversion, or acquisition to be made under the plan of acquisition:
(i) Except as provided in this subtitle, shall comply with Title 3 of the Corporations and Associations Article;
(ii) Shall be approved by the board of directors of each commercial bank and savings and loan association; and
(iii) Subject to the provisions of paragraph (3) of this subsection, requires approval by a majority vote of the total number of votes entitled to be cast on the matter.
(2) As to each conversion, the savings and loan association to be converted shall file with the Commissioner a bank charter and otherwise comply with § 3-203 of this article.
(3) Sufficient evidence of the approval required by paragraph (1) (iii) of this subsection is a written consent signed by the shareholders or members having not less than a majority of the votes that would be entitled to be voted at a meeting at which all shareholders or members were present.
(4) Notwithstanding any other provision of this section or any other law, the approval by the shareholders or members of a savings and loan association for which a receiver has been appointed under § 9-708 of this article of a merger, conversion, or acquisition involving that savings and loan association is not required if, after notice and a hearing, the circuit court administering the receivership determines that:
(i) The savings and loan association is insolvent; or
(ii) The merger, conversion, or acquisition will not result in the shareholders or members of the association receiving property of a lesser value in their capacity as shareholders or members than they otherwise would upon a complete liquidation of the savings and loan association in receivership.
(f) Applicability of Title 3, Subtitle 7 and Title 9, Subtitle 6.- The provisions of Title 3, Subtitle 7 and Title 9, Subtitle 6 of this article do not apply to any consolidation, merger, transfer of assets, or conversion under this subtitle.
[1985, 2nd Sp. Sess., ch. 3; 1986, ch. 11, § 2; 1988, ch. 662; 1991, ch. 395; 1995, ch. 120, § 19; 1996, ch. 326, § 2.]