6.1-194.150 - (Repealed effective October 1, 2010) Merger, consolidation or transfer of assets of insolvent or financially unstable state savings bank; notice and hearing; final order; priorities; exa
§ 6.1-194.150. (Repealed effective October 1, 2010) Merger, consolidation ortransfer of assets of insolvent or financially unstable state savings bank;notice and hearing; final order; priorities; examinations of resultinginstitutions.
A. If the Commission finds (i) that any state savings bank is insolvent orthat, in its opinion, the financial stability of a state savings bank isthreatened, (ii) that the merger or consolidation of such state savings bankinto another savings institution or into a bank is desirable for theprotection of the stockholders or depositors of such savings bank and thatsuch merger or consolidation is in the public interest, and (iii) that anemergency exists, and if the board of directors of such state savings bankshall approve a plan of merger or consolidation of such savings bank intoanother savings institution or bank, compliance with the requirements of §13.1-718 or 13.1-895 shall be dispensed with as to such savings bank and theapproval by the Commission of such plan of merger or consolidation shall bethe equivalent of approval by the holders of more than two-thirds of theoutstanding shares of such savings bank for all purposes of Article 12 (§13.1-715.1 et seq.) of Chapter 9 of Title 13.1 or the approval of two-thirdsof the members for all purposes of Article 11 (§ 13.1-894 et seq.) of Chapter10 of Title 13.1.
B. If the Commission finds (i) that a state savings bank is insolvent orthat, in its opinion, the financial stability of a state savings bank isthreatened, (ii) that the acquisition of the assets and liabilities of suchsavings bank by another savings institution or by a bank is in the bestinterests of the stockholders or depositors of such savings bank and thatsuch acquisition of the assets and liabilities is in the public interest, and(iii) that an emergency exists, it may, with the consent of the board ofdirectors of both institutions as to the terms and conditions of suchtransfer, including the assumption of all or certain liabilities, enter anorder transferring some or all of the assets and liabilities of such savingsbank to such other savings institution or bank, and no compliance with theprovisions 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 such transfer.
C. In the case of either such a merger or consolidation or of such a transferof assets and liabilities, the Commission shall provide that prompt notice ofits findings and plan of merger, consolidation or transfer of assets andliabilities, be sent to the stockholders of record of such insolvent savingsbank or savings bank threatened with financial instability for the purpose ofproviding such shareholders an opportunity to challenge the findings of theCommission and the plan of merger, consolidation or transfer of assets andliabilities. The relevant books and records of such savings bank 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 in a written request delivered to the Commission within 15 daysafter the notice specified by this section is sent. Any such request for ahearing shall contain a statement of the specific grounds for suchshareholder's challenge to the Commissioner's findings and plan of merger,consolidation or 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, consolidation or transferof assets and liabilities, its order shall be final.
E. Notwithstanding any other provision of law, any institution resulting froma merger, a consolidation or a transfer of assets and liabilities under theprovisions of this section shall have the right to retain and operate alloffices of the savings bank so merged, consolidated or acquired which were inoperation at the time of such merger, 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" means that the currentbook value of liabilities is in excess of the current book value of assets.
G. For the purposes of this section, the term "savings bank," "bank," or"savings institution" shall mean institutions incorporated or establishedunder the laws of (i) the Commonwealth, (ii) the United States, (iii) anyother state of the United States, (iv) a territory of the United States, or(v) the District of Columbia, which institutions' deposits are insured asrequired by this title for the issuance of a certificate of authority to dobusiness.
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;
2. Second, between financial institutions of different types located withinthe Commonwealth;
3. Third, between financial institutions of the same type includingdepository institutions located outside the Commonwealth; and
4. Fourth, between financial institutions of different types includingdepository institutions located outside the Commonwealth.
I. [Repealed.]
J. 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.
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 merger,consolidations, and acquisitions authorized by the provisions of this section.
(1991, c. 230; 1994, c. 353; 2005, c. 765.)