| (4) the acquisition of additional shares of voting
securities of a state bank or bank holding company by virtue of a
pro-rata stock dividend or stock split not resulting in increased
ownership percentage;
(5) the acquisition of control of a state bank or bank
holding company as a result of a gift made in good faith, provided:
(A) the donee is related to the donor within the second
degree of consanguinity or affinity;
(B) neither the donor nor donee is under an enforcement
order; and
(C) notice of the gift is given to the banking commissioner
pursuant to subsection (h) of this section; and
(6) the acquisition of control of a state bank or bank
holding company as a result of the transfer of voting securities by
gift to a limited partnership or other estate planning vehicle, if
determined by the banking commissioner to have an equivalent effect,
if:
(A) the limited partnership owns no other voting securities
other than the securities transferred;
(B) the donor is the sole general partner of the limited
partnership who retains sole voting authority over the voting securities;
(C) neither the donor nor donee is under an enforcement
order; and
(D) notice of the gift is given to the banking commissioner
pursuant to subsection (h) of this section.
(h) Notices in lieu of filing. If an applicant is not
required to file an application because of an exemption under the
Finance Code, §33.005, or subsection (g) of this section, but
is required to file an application with a federal regulatory authority
or a regulatory authority of another state, a copy of that application
must be filed with the banking commissioner within seven days of the
date of filing it with the federal or state agency. A notice in lieu
of filing is required of a person claiming an exemption under the
Finance Code, §33.005(1) or (3), or subsection (g)(5) or (6)
of this section. This notice must be filed before the securities acquired
are voted and must be accompanied by a completed authorization pursuant
to subsection (c)(2) of this section. No filing fees are required
for notices filed under this section; however, if the banking commissioner
determines that an application is required, the appropriate filing
fee pursuant to §15.2 of this title is required.
(i) Approval. Automatic approval; conditional approval.
If an application filed under this section is not approved by the
banking commissioner or is not set for hearing on or before the 60th
day after the date notice is published, the transaction may be consummated.
Before the expiration of the initial 60-day period, the banking commissioner
may give the applicant written notice that the application is approved;
upon receipt of the notice, the applicant may immediately consummate
the transaction. Before the expiration of the initial 60-day period,
the banking commissioner may also give an applicant written notice
that the application is conditionally approved subject to certain
conditions. The applicant must enter into a written agreement with
the banking commissioner concerning these conditions on or before
the 30th day after the date the applicant receives notification of
conditional approval. An agreement entered into by the applicant and
the banking commissioner concerning conditional approval is enforceable
against the applicant and the bank and is considered for all purposes
an agreement under the provisions of the Finance Code. If an applicant
receives conditional approval, but does not enter into an agreement
with the banking commissioner as required by this subsection, the
banking commissioner will set the matter for hearing.
(j) Consummation of an acquisition or change of control
transaction. The acquisition or change of control of the voting securities
must be consummated as proposed in the application, in the agreement
concerning conditional approval as provided in subsection (i) of this
section, or as provided in a final order pursuant to subsection (m)
of this section. A transaction approved or conditionally approved
under this section must be consummated within 12 months after the
date of approval by the banking commissioner unless an extension is
granted in writing. Until a transaction is consummated, the banking
commissioner reserves the right to alter, suspend or withdraw approval
if an interim development warrants it.
(k) Notification by banking commissioner. A notification
by the banking commissioner under this section may be sent by registered
or certified mail, return receipt requested, and is considered delivered
upon deposit in the United States mail postage prepaid, return receipt
requested, addressed to the applicant at the address furnished in
the application.
(l) Abandoned filing. The banking commissioner may
determine an application to be abandoned pursuant to §15.4 of
this title (relating to Required Information and Abandoned Filings).
(m) Hearing on application. The banking commissioner
will set an application for hearing on or before the 60th day after
notice is published as required by the Finance Code, §33.002(d),
and subsection (i) of this section. The notice of hearing must comply
with Government Code, §2001.051, and will state that the purpose
of the hearing is to give the applicant an opportunity to show that
it has met all required qualifications for the banking commissioner's
approval of the acquisition or change of control application. The
applicant has the burden of showing all required qualifications by
a preponderance of evidence. The hearing must comply with Government
Code, Chapter 2001 (the Administrative Procedure Act). After the hearing,
the banking commissioner will grant or deny the application based
solely upon the evidence presented at the hearing. An applicant may
not appeal the denial of an application or conditional approval of
an application until a final order is issued. If after a hearing is
held, the banking commissioner enters an order denying the application,
and the order has become final, the applicant may appeal the final
order by filing a petition for judicial review under the substantial
evidence rule in the District Court of Travis County, Texas, and not
elsewhere, as provided by the Finance Code, §33.004, and the
Government Code, Chapter 2001.
|
| Source Note: The provisions of this §15.81 adopted to be effective July 12, 1996, 21 TexReg 6073; amended to be effective November 13, 1997, 22 TexReg 10955; amended to be effective January 7, 2004, 29 TexReg 80; amended to be effective November 8, 2012, 37 TexReg 8779; amended to be effective January 4, 2018, 42 TexReg 7580; amended to be effective January 2, 2020, 44 TexReg 8232 |
