Change in control

  1. Law
  2. Arkansas Code
  3. Public Utilities and Regulated Industries
  4. Financial Institutions And Securities
  5. Organization and Operation
  6. Organization and Management Generally
  7. Change in control

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  1. (a) As used in this section, unless the context otherwise requires, “control” has the meaning set forth in 12 U.S.C. § 1841(a)(2).

  2. (b)

    1. (1) Prior approval by the Bank Commissioner of any transfer of ownership shall not be required unless and until:

      1. (A) A transfer reported to the commissioner would result in the control by the transferee and any nominee of the transferee and any person holding in trust for the transferee of twenty-five percent (25%) or more of the capital stock of the state bank or Arkansas bank holding company; or

      2. (B) A transfer reported to the commissioner would increase a then-existing ownership of the capital stock of a state bank or Arkansas bank holding company already controlled by the transferee to twenty-five percent (25%) or more of the capital stock of the state bank or Arkansas bank holding company.

    2. (2)

      1. (A) In either of the situations set out in subdivisions (b)(1)(A) and (B) of this section, no shares held in such ownership may be voted unless the ownership, and the transfers mentioned in subdivisions (b)(1)(A) and (B) of this section, shall be approved by the commissioner and his or her approval given to the transferee in writing.

      2. (B) The commissioner in his or her discretion may at any time require any transferee to certify in writing as to the extent of the legal or beneficial ownership by the transferee of the stock of the state bank or Arkansas bank holding company.

  3. (c)

    1. (1) Any transferee seeking to acquire twenty-five percent (25%) or more of the capital stock of a state bank or Arkansas bank holding company shall file with the commissioner an application for approval submitted to the commissioner in the form that the commissioner may prescribe, the application to be accompanied by a filing fee of not less than five hundred dollars ($500) nor more than five thousand dollars ($5,000) as set by State Bank Department rule.

    2. (2) The application shall include the information set forth in subsection (d) of this section and contain such additional information as the commissioner may require.

  4. (d) An application for approval to acquire control of a state bank or an Arkansas bank holding company shall contain evidence that:

    1. (1) The proposed transaction will promote the safety and soundness of the institution to be controlled;

    2. (2) If the applicant is a bank holding company, the transaction will not result in a violation of the provisions of § 23-48-405;

    3. (3) The applicant bank or the bank subsidiaries of an applicant bank holding company adequately serve the convenience and needs of the communities served by them in accordance with the Community Reinvestment Act of 1977; and

    4. (4)

      1. (A) The applicant intends to adequately serve the convenience and needs of the communities served by the state bank or state bank subsidiaries proposed to be controlled in accordance with the Community Reinvestment Act of 1977.

      2. (B) The application shall specifically address the proposed initial capital investments, proposed loan policies, proposed investment policies, proposed dividend policies, and general plan of proposed business of the institution proposed to be controlled, including the full range of consumer and business services which are proposed to be offered.

  5. (e) The commissioner shall approve an application to acquire control of a state bank or an Arkansas bank holding company if he or she is satisfied that:

    1. (1) The evidence and information contained in the application would result in the likelihood that the public interest would be served;

    2. (2) The safety and soundness of the institution to be controlled is adequately addressed; and

    3. (3) Approval of the application, if the applicant is a bank holding company, will not result in a violation of the provisions of § 23-48-405.

  6. (f) The commissioner may by rule or order waive the requirements required under this section if:

    1. (1) A change in control will simultaneously occur with a proposed merger transaction under § 23-48-503(a); and

    2. (2) A transferee submits a merger application to:

      1. (A) The commissioner and the federal bank supervisory agency, in the case of a state bank;

      2. (B) The home-state regulator and the federal bank supervisory agency, in the case of an out-of-state bank; or

      3. (C) The United States Office of the Comptroller of the Currency, in the case of a national bank.

  7. (g) A plan of exchange approved by the commissioner under § 23-48-601 does not satisfy the requirements for a change in control under subsection (b) of this section unless:

    1. (1) The plan of exchange is executed by a bank holding company as defined in § 23-45-102; and

    2. (2) The bank holding company executing the plan of exchange under § 23-48-601 is the existing bank holding company of the subject state bank.


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