Mergers, Change of Control, Successor Trustee

  1. Law
  2. Illinois Compiled Statutes
  3. FINANCIAL REGULATION
  4. Corporate Fiduciary Act.
  5. Mergers, Change of Control, Successor Trustee

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(205 ILCS 620/Art. III heading)

ARTICLE III. MERGERS, CHANGE OF CONTROL, SUCCESSOR TRUSTEE

 

(205 ILCS 620/3-1) (from Ch. 17, par. 1553-1)

Sec. 3-1. Merger. The merger procedure required of a trust company where there is to be a resulting trust company by consolidation or merger shall be:

(1) The board of directors of each party to the merger shall, by a majority of the entire board, approve a merger agreement which shall contain:

  • (a) The name of each party to the merger and its location and a list of each merging party's stockholders as of the date of the merger agreement;
  • (b) With respect to the resulting trust company (i) its name and place of business; (ii) the amount of capital, surplus and reserve for operating expenses; (iii) the classes and the number of shares of stock and the par value of each share; (iv) the designation of the continuing trust company and the charter which is to be the charter of the resulting trust company, together with the amendments to the continuing charter and to the continuing by-laws; and (v) a detailed financial statement showing the assets and liabilities after the proposed merger or consolidation;
  • (c) Provisions stating the method, terms and conditions of carrying the merger into effect, including the manner of converting the shares of the merging parties into the cash, shares of stock or other securities of any corporation or other property, or any combination of the foregoing, stated in the merger agreement as to be received by the stockholders of each merging party;
  • (d) A statement that the agreement is subject to approval by the Commissioner and by the stockholders of each party to the merger and that whether approved or disapproved, the parties to the merger will pay the Commissioner's expenses of examination;
  • (e) Provisions governing the manner of disposing of the shares of the resulting trust company not taken by the dissenting stockholders of the parties to the merger; and
  • (f) Such other provisions as the Commissioner may reasonably require to enable him to discharge his duties with respect to the merger.

(2) After approval by the board of directors of each party to the merger, the merger agreement shall be submitted to the Commissioner for approval, together with certified copies of the authorizing resolutions of each board of directors showing approval by a majority of the entire board of each party to the merger.

(3) After receipt by the Commissioner of the papers specified in paragraph (2), he shall approve or disapprove the merger agreement. The Commissioner shall not approve the merger agreement unless he shall be of the opinion and shall find:

  • (a) That the resulting trust company meets the requirements of this Act for the formation of a new trust company at the proposed place of business of the resulting trust company;
  • (b) That the same matters exist in respect of the resulting trust company which would have been required under Section 2-6 of this Act for the organization of a new trust company.

If the Commissioner disapproves an agreement, he shall state his objection and give an opportunity to the parties to the merger to amend the merger agreement to obviate such objections.

(Source: P.A. 92-483, eff. 8-23-01.)

 

(205 ILCS 620/3-2) (from Ch. 17, par. 1553-2)

Sec. 3-2. Change in control.

(a) Before a change may occur in the ownership of outstanding stock or membership interests of any trust company whether by sale and purchase, gift, bequest or inheritance, or any other means, which will result in control or a change in the control of the trust company or before a change in the control of a holding company having control of the outstanding stock or membership interests of a trust company whether by sale and purchase, gift, bequest or inheritance, or any other means, which will result in control or a change in control of the trust company or holding company, the Commissioner shall be of the opinion and find:

  • (1) that the general character of its proposed management, after the change in control, is such as to assure reasonable promise of competent, successful, safe and sound operation;
  • (2) that the future earnings prospects, after the proposed change in control, are favorable; and
  • (3) that the prior business affairs of the persons proposing to obtain control or by the proposed management personnel, whether as stockholder, director, member, officer, or customer, were conducted in a safe, sound, and lawful manner.

(b) Persons desiring to purchase control of an existing trust company and persons obtaining control by gift, bequest or inheritance, or any other means shall submit to the Commissioner:

  • (1) a statement of financial worth; and
  • (2) satisfactory evidence that the prior business affairs of the persons and the proposed management personnel, whether as stockholder, director, officer, or customer, were conducted in a safe, sound, and lawful manner.

(c) Whenever a bank makes a loan or loans, secured, or to be secured, by 25% or more of the outstanding stock of a trust company, the president or other chief executive officer of the lending bank shall promptly report such fact to the Commissioner upon obtaining knowledge of such loan or loans, except that no report need be made in those cases where the borrower has been the owner of record of the stock for a period of one year or more, or the stock is that of a newly-organized trust company prior to its opening.

(d) (1) Before a purchase of substantially all the assets and an assumption of substantially all the liabilities of a trust company or before a purchase of substantially all the trust assets and an assumption of substantially all the trust liabilities of a trust company, the Commissioner shall be of the opinion and find:

  • (i) that the general character of the acquirer's proposed management, after the transfer, is such as to assure reasonable promise of competent, successful, safe, and sound operation;
  • (ii) that the acquirer's future earnings prospects, after the proposed transfer, are favorable;
  • (iii) that any prior involvement by the acquirer or by the proposed management personnel, whether as stockholder, director, officer, agent, or customer, was conducted in a safe, sound, and lawful manner;
  • (iv) that customers' interests will not be jeopardized by the purchase and assumption; and
  • (v) that adequate provision has been made for all obligations and trusts as required under Section 7-1 of this Act.

(2) Persons desiring to purchase substantially all the assets and assume substantially all the liabilities of a trust company or to purchase substantially all the trust assets and assume substantially all the trust liabilities of a trust company shall submit to the Commissioner:

  • (i) a statement of financial worth; and
  • (ii) satisfactory evidence that the prior business affairs of the persons and the proposed management personnel, whether as stockholder, director, officer, or customer, were conducted in a safe, sound, and lawful manner.

(e) The reports required by subsections (a), (b), (c), and (d) of this Section 3-2 shall contain the following information to the extent that it is known by the person making the report: (1) the number of shares involved; (2) the names of the sellers (or transferors); (3) the names of the purchasers (or transferees); (4) the names of the beneficial owners if the shares are registered in another name; (5) the purchase price; (6) the total number of shares owned by the sellers (or transferors), the purchasers (or transferees) and the beneficial owners both immediately before and after the transaction; and, (7) in the case of a loan, the name of the borrower, the amount of the loan, and the name of the trust company issuing the stock securing the loan and the number of shares securing the loan. In addition to the foregoing, such reports shall contain such other information as may be available and which is requested by the Commissioner to inform the Commissioner of the effect of the transaction upon the trust company or trust companies whose stock or assets and liabilities are involved.

(f) Whenever such a change as described in subsection (a) of this Section 3-2 occurs, each trust company shall report promptly to the Commissioner any changes or replacement of its chief executive officer or of any director occurring in the next 12 month period, including in its report a statement of the past and current business and professional affiliations of the new chief executive officer or directors.

(g) The provisions of this Section do not apply when the change in control is the result of organizational restructuring under a holding company.

(h) As used in this Section, the term "control" means the power, directly or indirectly, to direct the management or policies of the trust company or to vote 25% or more of the outstanding stock of the trust company. If there is any question as to whether a change in control application should be filed, the question shall be resolved in favor of filing the application with the Commissioner.

As used in this Section, "substantially all" the assets or liabilities or the trust assets or trust liabilities of a trust company means that portion such that their transfer will materially impair the ability of the trust company to continue successful, safe, and sound operations or to continue as a going concern.

(Source: P.A. 92-483, eff. 8-23-01; 92-811, eff. 8-21-02.)

 

(205 ILCS 620/3-3) (from Ch. 17, par. 1553-3)

Sec. 3-3. Successor trustee.

(a) If any corporate fiduciary merges into, or becomes consolidated with, another corporate fiduciary qualified to administer trusts or is succeeded in its trust business by any corporate fiduciary by purchase or otherwise; or if a bank holding company causes a subsidiary, qualified to administer trusts, to succeed to part or all of the trust business of any other subsidiary of the same bank holding company, the surviving, consolidated, successor corporate fiduciary or subsidiary shall become successor fiduciary in place of such predecessor corporate fiduciary, unless expressly prohibited by the provisions of the trust instrument, with all the rights, powers and duties which were granted to or imposed on such predecessor corporate fiduciary.

(b) (Blank).

(c) Notwithstanding any other provision of law, a corporate fiduciary may delegate to any of its affiliates qualified to administer trusts any or all fiduciary duties, actions or decisions, discretionary or otherwise, and the delegating corporate fiduciary shall not be required to review any delegated actions or decisions taken by the affiliate. The term "affiliate" means any state bank, any state savings bank, any state savings and loan association, any national bank, any trust company, or any other corporation, which is qualified to act as a fiduciary in this or any other state and which is a member of the same affiliated group (within the meaning of Section 1504 of the Internal Revenue Code of 1986, as amended).

(Source: P.A. 90-14, eff. 7-1-97; 91-97, eff. 7-9-99.)


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