| (a) Scope. This section governs notice of the merger, reorganization,
or conversion of a trust company into another form of fiduciary institution
in a manner that results in extinguishment of the trust company charter, pursuant
to Finance Code, §182.501, or other applicable law.
(b) Form of notice. A trust company does not cease to be subject
to the jurisdiction of the banking commissioner until the banking commissioner
is given written notice of intent to merge, reorganize, or convert into another
form of fiduciary institution before the 31st day preceding the date of the
proposed transaction and the merger, reorganization, or conversion has otherwise
become effective. The notice must, except to the extent waived by the banking
commissioner, include the following information:
(1) a summary of the proposed transaction;
(2) a copy of all agreements or other documentation related
to the proposed transaction executed by an authorized representative of the
applicant and other parties, if any;
(3) a copy of each filing regarding the proposed transaction
that is required to be filed with other state or federal regulatory agencies,
complete with all related attachments, exhibits, and correspondence;
(4) a certified copy of the relevant portions of the minutes
of board meetings and shareholder or participant meetings (or their equivalent)
at which action was taken regarding approval of the transaction, or a certificate
of an officer verifying the action taken by the board of directors and the
shareholders or participants approving the merger, reorganization, or conversion;
(5) Opinion of legal counsel. An opinion of legal counsel that
conforms with the requirements of §21.68 of this title (relating to Opinion
of Legal Counsel), concluding the following:
(A) the merger, reorganization, or conversion of the trust
company has been duly authorized by its board and shareholders or participants
in accordance with the Texas Business Corporation Act;
(B) all liabilities of the trust company will be discharged
or otherwise retained by the successor fiduciary institution; and
(C) all conditions with respect to the merger, reorganization,
or conversion imposed by the banking commissioner have been satisfied or otherwise
resolved or, to the best knowledge of legal counsel, no such conditions have
been imposed;
(6) a publisher's certificate showing publication of notice
as required by subsection (c) of this section; and
(7) an explanation of compliance with the provisions of the
Texas Business Corporation Act relating to rights of dissenting shareholders
or participants.
(c) Notices, publication, and certificate of authority.
(1) The applicant shall submit a copy of the published notice
of the proposed transaction required by the successor regulatory authority
or shall publish notice as required by §21.5 of this title (relating
to Public Notice). Submission of such notice, with the publisher's certificate
required by subsection (b)(6) of this section, is considered notice of the
transaction in accordance with Finance Code, §182.501(c)(2). The banking
commissioner may require, upon written notice to the applicant, such other
publication requirements at such times and places and in such manner as considered
appropriate.
(2) Within 14 days after receipt of the certificate of authority
to do business, or such other document issued by the successor regulatory
authority that authorizes the consummation of the merger, reorganization,
or conversion, the successor fiduciary institution shall provide written notice
to the banking commissioner of the effective date and a copy of the certificate
of authority or other document.
(d) Filing fees. A filing fee is not required in connection
with notice under this section.
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