Effective - 28 Aug 2021
362.765. Definitions — state-chartered bank merger with nonbank subsidiaries or nonbank affiliates — procedure. — 1. As used in this section, the following terms mean:
(1) "Nonbank affiliate", any nonbank business entity of which a bank holding company holds control, as defined under section 362.910;
(2) "Nonbank business entity", an entity that is not a bank, trust company, savings and loan association, or savings bank;
(3) "Nonbank subsidiary", any nonbank business entity of which a bank or trust company holds control, as defined under section 362.910.
2. Upon approval by the director of finance, a bank or trust company chartered under this chapter may merge with one or more of its nonbank subsidiaries or nonbank affiliates pursuant to an agreement of merger, provided that the bank or trust company is the surviving institution.
3. The agreement of merger shall be submitted to the director of finance, and the director shall act upon the agreement of merger within thirty days of the submission. In determining whether to approve or deny the merger, the director shall consider the purpose of the transaction, its impact on the safety and soundness of the bank or trust company, and any effect on the bank or trust company's customers. The director of finance may deny a merger if the merger would have a negative effect in any such respect.
4. The decision of the director of finance may be appealed in the same manner as decisions by the director under section 362.040 may be appealed. Should the state banking and savings and loan board decision result in the approval of the agreement of merger, the board may impose such conditions and terms upon the merger as the board deems appropriate.
5. Should an agreement of merger be approved, the director of finance shall provide a certification for the effective date of the merger to the bank or trust company that the bank or trust company may present to the secretary of state or other applicable state business office to demonstrate the completion of the merger.
6. A merger authorized under this section shall not enable a bank or trust company to exercise any right, power, privilege, or benefit that the bank or trust company could not lawfully exercise immediately prior to the merger.
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(L. 2021 S.B. 106)