§ 6:517 — Minority stockholders' rights

A. Subject to the provisions of Subsection B of this Section, it shall be unlawful for a bank holding company to purchase for cash or any other form of consideration any voting security or percentage of equity ownership of any bank or bank holding company if, after consummation thereof, such bank holding company would, directly or indirectly, be the beneficial owner of more than ten percent of the voting power or equity ownership of such bank or bank holding company, unless such purchase is made pursuant to a tender offer to the holders of all of the voting securities or all of the equity ownership. Any such tender offer shall provide that if more securities or ownership interests are tendered than are proposed to be acquired by the offeror, the securities shall be taken up, as nearly as may be, pro rata according to the number of voting securities or amount of equity ownership tendered by each shareholder or equity owner.
B. The provisions of Subsection A of this Section shall not apply to:
(1) Purchases by a bank holding company of:
(a) Its own shares; or
(b) The shares of any bank or bank holding company of which it owns more than fifty percent of the total voting power.
(2) Purchases which, when cumulated with all other acquisitions of voting securities or equity ownership during the preceding twelve months by such bank holding company, whether by purchase or otherwise, do not exceed two percent of the voting power or equity ownership.
(3) Open market purchases on an exchange or in the over-the-counter market effected through a broker in which neither the purchaser nor the broker, or any person acting on their behalf, solicits the seller.
(4) Purchases by any company which is not a bank holding company immediately prior to the purchase, including purchases in connection with the formation of a one-bank holding company.
(5) Transactions effected other than by way of a purchase of shares or equity ownership from the owner thereof.

Legislative History

Acts 1984, No. 50, §2, eff. Jan. 1, 1985; Acts 1984, No. 719, §3, eff. Jan. 1, 1985; Acts 1985, No. 127, §1, eff. June 29, 1985.