§ 34-28-260 — Acquisition of majority control over existing stock-owned association.

Subject to the provisions of Article 4 of this chapter: (1)(a) In any case in which a person or group of persons propose to purchase or acquire voting common stock of any stock-owned association, which purchase or acquisition would cause the person or group of persons to have control of that association, the person or group of persons shall first make application to the Board for a certificate of approval of the purchase or acquisition. (b) An application for control must be in that form and contain that information as the Board may by regulation require. (c) The application for control must be accompanied by a nonrefundable filing fee as determined by the Board. (2) The Board shall issue a certificate of approval only after it has made an investigation and determined that: (a) The proposed new owner or owners of voting common stock are qualified by character, experience, and financial responsibility to control the association in a legal and proper manner. (b) The interests of the public generally will not be jeopardized by the proposed purchase or acquisition of voting common stock. (c) If the Board does not disapprove a proposed change of control application within sixty days of the time it is filed with the Board, the proposed transaction is considered approved and may take place, provided that all other required regulatory approvals have been obtained, that the transaction is consummated within one year of the time the application is filed, and that there is no material change in the terms and conditions of the transaction disclosed in the application prior to the consummation. The sixty-day period specified in the preceding sentence may be extended by the Board for up to thirty days for any reasons if written notice of the extension is given to the applicant prior to the expiration of the sixty-day period. (d) The applicant is entitled to notice and a hearing contesting the denial by the Board of any change of control application filed pursuant to this section. (3) This section shall not apply to the acquisition of: (a) Directors' voting proxies acquired in the normal course of business as a result of proxy solicitation in conjunction with a stockholders' meeting; (b) Stock in a fiduciary capacity unless the acquiring person has sole discretionary authority to exercise voting rights; (c) Stock acquired in securing or collecting a debt contracted in good faith until two years after the date of acquisition; or (d) Stock acquired by an underwriter in good faith and without any intent to evade the purpose of this section if the shares are held only for a reasonable period of time as will permit the sale.

Legislative History

HISTORY: 1985 Act No. 124, SECTION 1.