| (a) Scope. This section governs notice of the merger,
reorganization, or conversion of a state bank into another form of
financial institution pursuant to the Finance Code, §32.501 and §32.304.
(b) Form of notice. A state bank 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 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:
(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 by another governmental authority, complete with
all related attachments, exhibits, and correspondence;
(4) a certified copy of those portions of the minutes
of board meetings and shareholder or participant meetings at which
action was taken regarding approval of the merger, reorganization,
or conversion, 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 §15.109 of this title
(relating to Opinion of Legal Counsel), concluding:
(A) the merger, reorganization, or conversion of the
state bank has been duly authorized by its board and shareholders
or participants in accordance with the Finance Code, §32.501(b),
and the Texas Business Organizations Code;
(B) all deposit and other liabilities of the state
bank will be discharged or otherwise retained by the successor financial
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 conditions have been imposed;
(6) a publisher's certificate showing publication of
notice as required by subsection (c) of this section;
(7) an explanation of compliance with the provisions
of the Texas Business Organizations Code relating to rights of dissenting
shareholders or participants; and
(8) in addition to all other requirements of this subsection,
with respect to an interstate merger transaction:
(A) any additional opinions and information the applicant,
by contacting the department, determines the banking commissioner
requires; and
(B) information regarding applicable host state law
and evidence of compliance with the law.
(c) Notices, publication, and certificate of authority.
(1) The applicant must submit a copy of the published
notice of the proposed transaction required by the successor regulatory
authority or must publish notice as required by §15.5 of this
title (relating to Public Notice). Submission of the notice, with
the publisher's certificate required by subsection (b)(6) of this
section, is considered notice of the transaction in accordance with
the Finance Code, §32.501(c)(2). The banking commissioner may
require, upon written notice to the applicant, other publication requirements
at the times and places and in the manner considered appropriate.
(2) With respect to an interstate merger application,
the banking commissioner must determine whether the notice required
by the successor regulatory authority is considered adequate notice
in accordance with Finance Code, §32.501(c)(2). The applicant
must inform the department of the publication requirements in the
host state of the acquiring financial institution for the banking
commissioner to determine, pursuant to §15.5(e) of this title,
whether those requirements satisfy the publication requirements of
this subsection.
(3) Within 14 days after receipt of the certificate
of authority to do business, or another document issued by the successor
regulatory authority authorizing the consummation of the merger, reorganization,
or conversion, the successor financial institution must 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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| Source Note: The provisions of this §15.107 adopted to be effective September 15, 1997, 22 TexReg 8948; amended to be effective January 7, 2004, 29 TexReg 80; amended to be effective November 8, 2012, 37 TexReg 8779 |
