(1) Unless otherwise prohibited by law, a trust company and its affiliates may engage in any of the transactions described in subsection (2) of this section if such transactions are either:
On terms and under circumstances, including credit standards, that are substantiallythe same, or at least as favorable to such trust company or its subsidiary, as those prevailing at the time for comparable transactions with or involving nonaffiliated companies; or
In the absence of comparable transactions, on terms and under circumstances, including credit standards, that in good faith would be offered to, or would apply to, nonaffiliated companies.
(2) Transactions covered. Subsection (1) of this section shall apply to the following: (a) A purchase of, or an investment in, securities issued by the affiliate;
A purchase of assets, including assets subject to an agreement to repurchase, fromthe affiliate;
The acceptance of securities issued by the affiliate as collateral security for a loan orextension of credit to any person or company;
The sale of securities or other assets to an affiliate, including assets subject to anagreement to repurchase;
The payment of money or the furnishing of services to an affiliate under contract,lease, or otherwise;
Any transaction in which an affiliate acts as an agent or broker or receives a fee forits services for the trust company or for any other person; and
Any transaction or series of transactions with a third party including those in whichan affiliate has a financial interest in the third party or is a participant in such transaction or series of transactions.
(3) (a) A company or shareholder shall be deemed to have control over another company if such company or shareholder:
Directly or indirectly, or acting through one or more other persons, owns, controls, orhas power to vote twenty-five percent or more of any class of voting securities of the other company; or
Controls in any manner the election of a majority of the directors or trustees of theother company.
(b) Notwithstanding any other provision of this section, no company shall be deemed to own or control another company by virtue of its ownership or control of shares in a fiduciary capacity or if the company owning or controlling such shares is a business trust.
The banking board may promulgate rules to exempt transactions or relationships from the requirements of this section if the banking board finds such exemptions are in the public interest and consistent with the purposes of this section.
As used in this section, unless the context otherwise requires:
(a) (I) "Affiliate" with respect to a trust company means:
Any company that controls the trust company and any other company that is controlled by the company that controls the trust company;
Any company that is controlled, directly or indirectly, by a trust or otherwise, by orfor the benefit of shareholders who beneficially or otherwise control, directly or indirectly, by trust or otherwise, the trust company or any company that controls the trust company;
Any company in which a majority of its directors or trustees constitute a majority ofthe persons holding any such office with the trust company or any company that controls the trust company;
Any company, including a real estate investment trust, that is sponsored and advisedon a contractual basis by the trust company or any subsidiary or affiliate of the trust company; and
Any investment company with respect to which a trust company or any affiliatethereof is an investment advisor as defined in 15 U.S.C. sec. 80a-2 (a)(20).
(II) "Affiliate" with respect to a trust company does not include:
Any company that is a subsidiary of a trust company; and
Any company engaged solely in holding the premises of the trust company.
"Company" means a corporation, partnership, business trust, association, or similarorganization and, unless specifically excluded, the term "company" includes a "trust company" and a "bank".
"Securities" shall have the same meaning as set forth in section 11-51-201 (17).
Source: L. 2003: Entire article added with relocations, p. 1183, § 3, effective July 1.
Editor's note: This section is similar to former § 11-23-103.7 as it existed prior to 2003.