Indiana § 28-1-8-3 Submission of resolution to department; conditions for approval;
economic benefits to officers or directors

Indiana Statutes

§ 28-1-8-3 — Submission of resolution to department; conditions for approval; economic benefits to officers or directors

Indiana·Art. 1 DEPARTMENT OF FINANCIAL INSTITUTIONS·Ch. 8 Sale of Banks, Trust Companies, and Building and Loan

(a)Before a proposed disposition described in section 1 of this chapter is submitted to a vote of the shareholders, the resolution proposing the disposition shall be submitted for the approval of the department.

(b)Subject to section 5(d) of this chapter, and any approvals required under federal law, the department may approve a resolution if the corporation has and will have assets in excess of the corporation's liabilities and either of the following applies:

(1)The corporation intends to merge out of existence under IC 28-1-7-1 or IC 28-7-1-33, as applicable.

(2)The corporation intends to voluntarily dissolve under IC 28-1-9 or IC 28-7-1-27.1, as applicable.

(c)An officer or a director of a corporation whose proposed disposition is approved by the department under subsection (b) ma

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(a) Before a proposed disposition described in
section 1 of this chapter is submitted to a vote of the shareholders, the
resolution proposing the disposition shall be submitted for the approval
of the department.
(b) Subject to section 5(d) of this chapter, and any approvals
required under federal law, the department may approve a resolution
if the corporation has and will have assets in excess of the corporation's
liabilities and either of the following applies:
(1) The corporation intends to merge out of existence under IC 28-1-7-1 or IC 28-7-1-33, as applicable.
(2) The corporation intends to voluntarily dissolve under IC 28-1-9 or IC 28-7-1-27.1, as applicable.
(c) An officer or a director of a corporation whose proposed
disposition is approved by the department under subsection (b) may not
negotiate for or receive any economic benefit in connection with any
sale of assets under this chapter, except for:
(1) compensation and other benefits paid to the officer or director
and to officers and directors of the purchasing institution in the
ordinary course of business;
(2) any economic benefit realized by all shareholders as a result
of the disposition; or
(3) any economic benefit received as part of a compensation or
benefit plan existing at the time of the disposition and approved
before the initiation of sale negotiations.
(d) If the department approves a resolution submitted under this
section, the department shall:
(1) write or stamp on the resolution:
(A) the words "Approved by the Department of Financial
Institutions of the State of Indiana"; and
(B) the date of the approval; and
(2) place the impression of the seal of the department and the
signature of the director or the director's authorized designee
beneath the approval stamp.
Formerly: Acts 1933, c.40, s.139. As amended by P.L.263-1985,
SEC.39; P.L.14-1992, SEC.76; P.L.122-1994, SEC.75; P.L.35-2010,
SEC.114; P.L.27-2012, SEC.46; P.L.159-2017, SEC.28.

Indiana § 28-1-8-3 (Submission of resolution to department; conditions for approval; economic benefits to officers or directors) — published by Counsel Stack Legal Research, free access to 12M+ legal documents.