§ 36a-181 — (Formerly Sec. 36-420). Organization of holding companies by capital stock Connecticut banks.

Connecticut § 36a-181

• Jurisdiction: Connecticut
• Title 36a: The Banking Law of Connecticut
• Ch. 664c: Fundamental Changes Involving Banks, Branches, Automated Teller Machines, Virtual Banking and Bank Holding Companies

Text

(a) A capital stock Connecticut bank, which is not owned or controlled by a holding company, may organize a holding company in accordance with the provisions of this section. Such Connecticut bank shall submit to the commissioner a written plan of organization pursuant to which all of the outstanding shares of voting securities of the Connecticut bank will be acquired by a corporation having capital stock divided into shares, referred to in this section as the “parent corporation”, and the holders of such securities of the Connecticut bank immediately prior to the consummation of the plan, except for dissenting shareholders, will become holders of the voting securities of the parent corporation. Such plan shall be in form satisfactory to the commissioner and shall prescribe the terms and conditions of the acquisition and the mode of carrying it into effect, including the manner of exchanging the shares of the Connecticut bank for shares or other securities of the parent corporation. Any such plan may provide for the payment of cash in lieu of the issuance of fractional shares of the parent corporation. Such plan may further provide that the certificates of stock of the Connecticut bank may be deemed to be certificates of stock of the parent corporation, provided the holders of certificates of stock of the Connecticut bank shall be entitled to receive certificates of stock of the parent corporation in exchange for certificates of stock of the Connecticut bank. (b) There shall be submitted to the commissioner with the plan of organization, a certificate of the secretary of the parent corporation, certifying that such plan has been approved by the governing board by vote of a majority of all the directors, and a certificate of the secretary of the Connecticut bank certifying that such plan has been submitted to the holders of the voting securities of such bank at a meeting held upon at least five days' notice, specifying the time, place and object of such meeting and addressed to each such shareholder at the address appearing upon the books of the bank and that at such shareholders' meeting at least two-thirds of each class of voting securities of the bank voted to approve such plan. The commissioner shall determine whether the terms of such plan of organization are reasonable and in accordance with law and sound public policy. The commissioner, if the commissioner so determines, shall thereupon certify the commissioner's findings and approval upon such plan. Such plan, when filed in the office of the Secretary of the State, shall evidence the terms and conditions of the organization. The commissioner shall not approve such plan of organization unless the commissioner considers whether: (1) The investment and lending policies of the Connecticut bank are consistent with safe and sound banking practices and will benefit the economy of this state; (2) the services or proposed services of the Connecticut bank are consistent with safe and sound banking practices and will benefit the economy of this state; (3) the parent corporation has sufficient capital to ensure, and agrees to ensure, that the Connecticut bank will comply with applicable minimum capital requirements; and (4) the parent corporation has sufficient managerial resources to operate the Connecticut bank in a safe and sound manner. The commissioner shall not approve such plan of organization unless the commissioner makes the findings required pursuant to section 36a-34 . Upon such filing in the office of the Secretary of the State, the plan and the organization provided for therein shall become effective, unless a later date is specified in the plan, in which event the plan and organization shall become effective upon such later date. (c) Upon the effective date of the plan and the organization provided for therein, the shareholders of the Connecticut bank shall, except to the extent that they have received other securities of the parent corporation or cash in lieu of fractional shares, be holders of the voting securities of the parent corporation. Unless such plan otherwise provides, the Connecticut bank may require each shareholder to surrender such shareholder's certificates of stock in the Connecticut bank and, in that event, no shareholder, until such surrender of the shareholder's certificates, shall be entitled to vote thereon or to collect dividends declared thereon or to receive cash in lieu of fractional shares or the shares or other securities of the parent corporation. Any shareholder of the Connecticut bank whose stock has been so acquired who, on or before the date of such shareholders' meeting, gave written notice to the Connecticut bank of such shareholder's objection thereto, may, within ten days after the plan of organization has been filed in the office of the Secretary of the State, demand in writing from the Connecticut bank payment for such shareholder's stock and the Connecticut bank shall, within three months thereafter, pay such shareholder the value of such shareholder's stock at the date upon which such organization became effective. In case of disagreement as to the value of the stock of the Connecticut bank to be acquired, such value shall be ascertained by three disinterested persons to be chosen one by the shareholder, one by the Connecticut bank and the third by the two thus selected, and, if their award is not paid within sixty days from its date, it shall become a debt of the Connecticut bank and may be collected as such and such shareholder, upon receiving payment therefor, shall transfer such shareholder's stock to the Connecticut bank. See Sec. 36a-34 re community reinvestment and approval standards.

Legislative History

(1969, P.A. 598, S. 3; 1971, P.A. 322, S. 2; P.A. 82-194, S. 2, 14; P.A. 83-406, S. 8, 11; P.A. 91-189, S. 5, 13; P.A. 92-12, S. 83; P.A. 93-24, S. 1, 9; P.A. 94-122, S. 74, 340; P.A. 95-155, S. 14, 29; P.A. 96-54, S. 3, 9.) History: 1971 act referred to “common” stockholders and “common capital” stock in Subsec. (b) and made other minor language changes; P.A. 82-194 amended Subsec. (a) by adding “capital stock savings and loan associations” to the definition of “subsidiary bank”, amended Subsec. (b) by authorizing the commissioner's certification in lieu of a stockholders' vote, clarified the provisions of Subsec. (c), and amended Subsec. (d) by providing that the section does not apply to mergers or consolidations “of banks or associations”; P.A. 83-406 amended Subsec. (a) to add capital stock savings banks; P.A. 91-189 amended Subsec. (b) by adding factors to be considered and findings to be made by the commissioner prior to approving a plan of acquisition; P.A. 92-12 made technical changes in Subsec. (b); (Revisor's note: The words “of banking” were deleted editorially by the Revisors after “commissioner” in Subsec. (b) for consistency); P.A. 93-24 amended Subsec. (b) to include the consideration of the parent corporation of a banking institution in the banking institution's record of compliance for the Community Reinvestment Act in the commissioner's granting approval of a plan of acquisition, effective May 4, 1993; P.A. 94-122 deleted community reinvestment and approval standards in Subsec. (b) and made technical changes, effective January 1, 1995; Sec. 36-420 transferred to Sec. 36a-181 in 1995; P.A. 95-155 amended Subsec. (b) by adding Subdiv. (1) re five-year requirement and Subdiv. (2) re controlling deposits and by changing former Subdivs. (1) to (5), inclusive to Subparas. (A) to (E) within new Subdiv. (3), and amended Subsec. (c) by adding “parent” in the first sentence, effective June 27, 1995; P.A. 96-54 deleted Subsec. (d) re nonapplicability of section to mergers or consolidations, made changes re holding companies, and substituted “Connecticut bank” for “subsidiary bank”, “organization” for “acquisition”, “voting securities” for “shares of common stock” and “holders” for “shareholders”, effective May 7, 1996.