| (C) notice of the gift is given to the banking commissioner
pursuant to subsection (h) of this section;
(6) the acquisition of control of a trust 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; and
(7) the acquisition of control of a trust company by another
entity if:
(A) the transaction is subject to an application to be reviewed
by a federal or state regulatory authority that will be the primary regulator
of the trust company after the transaction is consummated; and
(B) that regulatory authority has entered into an information
sharing agreement with the banking commissioner.
(h) Notices in lieu of filing. In the event that an application
is not required because of exemption under Finance Code, §183.001(d),
or subsection (g) of this section, but an application is required to be filed
with a federal regulatory authority or a regulatory authority of another state,
a copy of the application as filed with another agency must be filed with
the banking commissioner within seven days of the date of such other filing
or filings. A notice in lieu of filing is also required of a person claiming
an exemption under Finance Code, §183.001(d), or paragraph (5) or (6)
of subsection (g) 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 (b)(2) of this section. No filing fees are required for notices
filed under this section; however, should the banking commissioner determine
that an application is required, the appropriate filing fee pursuant to §21.2
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 notice is published
pursuant to subsection (c) of this section, the transaction may be consummated.
The banking commissioner may, before the expiration of the initial 60-day
period, give the applicant written notice that the application has been approved,
in which case the transaction may be immediately consummated on receipt of
the notice. The banking commissioner may also, before the expiration of the
initial 60-day period, give an applicant written notice that the application
has been approved subject to certain conditions. The applicant shall enter
into a written agreement with the banking commissioner concerning the conditions
on or before the 30th day after the date of 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 trust company
and is considered for all purposes an agreement under the provisions of Finance
Code, §185.002(a). In the event that an applicant who has received conditional
approval does not enter into an agreement with the banking commissioner as
required by this subsection, the banking commissioner shall 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 should an interim development
warrant such action.
(k) Notification by banking commissioner. A notification by
the banking commissioner under this section may be by registered or certified
mail, return receipt requested, and is complete when the notification is deposited
in the United States mail postage prepaid, return receipt requested, addressed
to the address furnished in the application.
(l) Abandoned filing. The banking commissioner may determine
an application to be abandoned pursuant to §21.4 of this title.
(m) Hearing on application. The banking commissioner shall
set an application for hearing on or before the 60th day after notice is published
as required by Finance Code, §183.003, and subsection (i) of this section.
The notice of hearing must comply with Government Code, §2001.051, and
shall state that the purpose of the hearing is to give the applicant an opportunity
to show all required qualifications for the banking commissioner's approval
of the acquisition or change of control application have been met. The applicant
has the burden of showing all such required qualifications by a preponderance
of evidence. After the hearing, the banking commissioner shall grant or deny
the application based solely upon the evidence presented at the hearing. An
applicant may not appeal denial of an application or conditional approval
of an application until a final order is issued. If after a hearing has been
held, the banking commissioner has entered an order denying the application,
and the order has become final, the applicant may appeal the final order as
provided by Finance Code, §183.004, and Government Code, Chapter 2001.
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