Report of changes in ownership or management; report of certain loans made by bank; application required after certain acquisitions; investigation by Commissioner; payment of costs; waiver of investigation.
1. As used in this section, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policy of the bank, or a change in the ownership of as much as 25 percent of the outstanding voting stock of, or participating members’ interests in, any bank.
2. If there is a change in ownership of 10 percent or more of the outstanding voting stock of or members’ interests in any bank, the president or other chief executive officer of the bank shall report the facts to the Commissioner within 3 business days after obtaining knowledge of the change.
3. If a loan or loans are made by a bank, and the loan or loans are, or are to be, secured by 10 percent or more of the voting stock of or members’ interests in a Nevada bank, the president or other chief executive officer of the bank which makes the loan or loans shall report that fact to the Commissioner within 24 hours after obtaining knowledge of the loan or loans, except when the borrower has been the owner of record of the stock for 1 year or more or the stock is of a newly organized bank before its opening.
4. The reports required in subsections 2 and 3 are in addition to any reports required by any other law and must contain whatever information is available to inform the Commissioner of the effect of the transaction upon control of the bank whose stock or members’ interests are involved, and must contain, when known by the person making the report:
(a) The number of shares or members’ interests involved;
(b) The identity of the sellers or transferors and purchasers or transferees of record;
(c) The identity of the beneficial owners of the shares or members’ interests involved;
(d) The purchase price;
(e) The total number of shares or members’ interests owned by the sellers or transferors and purchasers or transferees of record, both immediately before and after the transaction being reported;
(f) The total number of shares or members’ interests owned by the beneficial owners of the shares or members’ interests involved, both immediately before and after the transaction being reported;
(g) The identity of borrowers;
(h) The name of the bank issuing the stock securing, or whose members’ interests secure, the loan; and
(i) The number of shares or members’ interests securing the loan and the amount of the loan or loans.
5. Each bank shall, within 24 hours after there is a change in the chief executive officer or directors of the bank, report the change to the Commissioner. The bank shall include in its report a statement of the past and current business and professional affiliations of new chief executive officers or directors. A new chief executive officer shall furnish to the Commissioner a complete financial statement if required to do so by the Commissioner.
6. An application must be submitted to the Commissioner by the person who acquires stock or members’ interests resulting in a change of control of the bank. The application must be submitted on a form prescribed by the Division of Financial Institutions. Except as otherwise provided in subsection 8, the Commissioner shall conduct an investigation to determine whether the character, general fitness and responsibility of the applicant is such as to command the confidence of the community in which the bank is located.
7. The bank with which the applicant is affiliated shall pay such a portion of the cost of the investigation as the Commissioner requires. All money received by the Commissioner pursuant to this subsection must be placed in the Investigative Account created by NRS 232.545. If the Commissioner denies the application, he may forbid the applicant from participating in the business of the bank.
8. A bank may submit a written request to the Commissioner to waive an investigation pursuant to subsection 6. The Commissioner may grant a waiver if the applicant has undergone a similar investigation by a state or federal agency in connection with the licensing of, or his employment with, a financial institution.
9. As used in this section, “chief executive officer” includes a manager of a limited-liability company.
Last modified: February 26, 2006