§ 6.1-194.88. Merger, consolidation or transfer of assets of insolvent or financially unstable association; notic...
A. If the Commission finds (i) that any state association is insolvent, or that, in its opinion, the financial stability of a state association is threatened, (ii) that the merger or consolidation of such state association into another savings institution or into a bank is desirable for the protection of the stockholders, members or depositors of such association, and that such merger or consolidation is in the public interest, and (iii) that an emergency exists, and if the board of directors of such state association approves a plan of merger or consolidation of such association into another savings institution or bank, compliance with the requirements of § 13.1-718 or 13.1-895 shall be dispensed with as to such state association and the approval by the Commission of such plan of merger or consolidation shall be the equivalent of approval by the holders of more than two-thirds of the outstanding shares of such state association for all purposes of Article 12 (§ 13.1-715.1 et seq.) of Chapter 9 of Title 13.1 or the approval of two-thirds of the members for all purposes of Article 11 (§ 13.1-894 et seq.) of Chapter 10 of Title 13.1.
B. If the Commission finds (i) that a state association is insolvent, or that, in its opinion, the financial stability of a state association is threatened, (ii) that the acquisition of the assets and liabilities of such association by another savings institution or by a bank is in the best interests of the stockholders, members or depositors of such state association, and that such 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 of directors of both institutions as to the terms and conditions of such transfer, including the assumption of all or certain liabilities, enter an order transferring some or all of the assets and liabilities of such state association to such other savings institution or bank and no compliance with the provisions 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 either of such a merger, consolidation or a transfer of assets and liabilities, the Commission shall provide that prompt notice of its findings, and plan of merger, consolidation or transfer of assets and liabilities, be sent to the stockholders or members of record of such insolvent association or association threatened with financial instability for the purpose of providing such shareholders or members an opportunity to challenge the findings of the Commission and the plan of merger, consolidation or transfer of assets and liabilities. The relevant books and records of such state association shall remain intact and be made available to such shareholders or members for a period of 30 days after such notice is sent. The Commission's findings and plan of merger, consolidation or transfer of assets and liabilities shall become final if a hearing before the Commission is not requested by any such shareholder or member in a written request delivered to the Commission within 15 days after the notice specified by this section is sent. Any such request for a hearing shall contain a statement of the specific grounds for such shareholder's or member's challenge to the Commissioner's findings and plan of merger, or consolidation or transfer of assets and liabilities.
D. If, after such hearing provided in subsection C, the Commission finds that good cause has been shown for the reversal or modification of its initial findings, or for rescission or modification of its initial plan for merger, consolidation or transfer of assets and liabilities, the Commission shall enter its final order accordingly. But if, after such hearing, the Commission affirms its original findings and plan for merger, or consolidation or transfer of assets and liabilities, its order shall be final.
E. Notwithstanding any other provision of law, any institution resulting from a merger, consolidation or a transfer of assets and liabilities under the provisions of this section shall have the right to retain and operate all offices of the association so merged, consolidated or acquired which were in operation at the time of such merger, or consolidation or acquisition. This section shall not be construed to allow the establishment of additional branches by any institution resulting from such merger, consolidation or transfer than would otherwise be allowed by the laws of the Commonwealth.
F. For the purposes of this section, "insolvent" shall mean that the current book value of liabilities is in excess of the current book value of assets.
G. For the purposes of this section, the terms "association," "bank," or "savings institution" shall mean institutions incorporated or established under the laws of (i) the Commonwealth of Virginia, (ii) the United States, (iii) any other state of the United States, (iv) a territory of the United States, or (v) the District of Columbia, which institutions' deposits are insured as required by this title for the issuance of a certificate of authority to do business.
H. The Commission shall authorize transactions under this section according to the following priorities:
1. First, between financial institutions of the same type located within the Commonwealth of Virginia;
2. Second, between financial institutions of different types located within the Commonwealth of Virginia;
3. Third, between financial institutions of the same type including depository institutions located outside the Commonwealth of Virginia; and
4. Fourth, between financial institutions of different types including depository institutions located outside the Commonwealth of Virginia.
I. In considering transactions involving financial institutions located outside the Commonwealth of Virginia, the Commission shall give priority to plans of merger, consolidation or asset acquisition involving financial institutions located in states adjoining the Commonwealth of Virginia or located in the District of Columbia.
J. Any institution resulting from a transaction authorized by this section whose main office is located outside of the Commonwealth of Virginia shall, as a condition of being able to do business in the Commonwealth, allow the Commission to examine such institution from time to time as the Commission deems necessary. In conducting such examinations, the Commission shall have all of the powers provided by this title relating to the examination of financial 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 mergers, consolidations, and acquisitions authorized by the provisions of this section.
(Code 1950, § 6.1-195.70:2; 1983, c. 450; 1985, c. 425; 2005, c. 765.)
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