Senate Bill No. 275
(By Senator Minard)
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[Introduced January 21, 2008; referred to the Committee on
Banking and Insurance.]
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A BILL to amend and reenact §31A-8A-2 and §31A-8A-3 of the Code of
West Virginia, 1931, as amended, all relating to providing
that the Division of Banking receive notice of applications by
West Virginia state banks or bank holding companies to acquire
out-of-state banks and bank holding companies.
Be it enacted by the Legislature of West Virginia:
That §31A-8A-2 and §31A-8A-3 of the Code of West Virginia,
1931, as amended, be amended and reenacted, all to read as follows:
ARTICLE 8A. ACQUISITIONS OF BANKS BY BANK HOLDING COMPANIES.
§31A-8A-2. Scope and statement of legislative intent.
This article sets forth the conditions under which a company
may acquire a West Virginia state bank,
or may form or acquire a
West Virginia bank holding company
or may acquire an out-of-state
bank or out-of-state bank holding company. This article is intended
not to discriminate against out-of-state bank holding companies or against foreign bank holding companies in any manner that would
violate Section 3(d) of the Bank Holding Company Act, 12 U. S. C.
§1842(d), as amended, effective the twenty-ninth day of September,
one thousand nine hundred ninety-five, by Section 101 of the Riegle-
Neal Interstate Banking and Branching Efficiency Act of 1994, Public
Law No. 103-328.
§31A-8A-3. Permitted acquisitions.
(a) Except as otherwise expressly permitted by federal law,
no
a company may
not form a West Virginia bank holding company or
acquire a West Virginia state bank or a bank holding company
controlling a West Virginia state bank without the prior application
and approval upon order of the board.
A West Virginia state bank
or West Virginia state bank holding company which controls, directly
or indirectly, a West Virginia state bank may acquire an out-of-
state bank or out-of-state bank holding company without first filing
with the commissioner a copy of the application it files with the
appropriate federal regulator unless the acquisition involves a
merger and establishment of branches pursuant to article eight-d of
this chapter.
(b) The prohibition in subsection (a) of this section shall not
apply where the acquisition is made:
(1) Solely for the purpose of facilitating an acquisition
otherwise permitted under this article;
(2) In a transaction arranged by the commissioner with the
consent of the West Virginia Board of Banking and Financial Institutions with another state or federal bank supervisory agency
to prevent the insolvency or closing of the acquired bank; or
(3) In a transaction in which a national bank or out-of-state
state bank forms its own bank holding company, if the ownership
rights of the former bank shareholders are substantially similar to
those of the shareholders of the new bank holding company.
(c) In any transaction involving the acquisition or change in
control of a West Virginia bank, West Virginia bank holding company,
bank branch located in West Virginia by a bank holding company, the
formation of a West Virginia bank holding company or the acquisition
of a thrift institution in West Virginia by a bank holding company
for which an application to the board for approval is not initially
required under subsection (a) or (b) of this section, the party
seeking the action shall give written notice to the commissioner at
the time the application or notice is filed with the responsible
federal bank supervisory agency and at least forty-five days before
the effective date of the acquisition, unless a shorter period of
notice is required under applicable federal law. In addition, the
parties shall give the commissioner copies of all final federal and
state applications filed in connection with the transaction together
with a two hundred fifty-dollar filing fee. Unless preempted by
federal law, the commissioner shall have thirty days from receipt
of the written notice to object to any proposed transaction, require
an application and request a hearing before the board on the basis
that the transaction is contrary to applicable West Virginia law. The failure to object within thirty days shall be construed as
consent by the commissioner or, in his or her discretion, the
commissioner may, at any time, consent in writing.
(d) To the extent that any acquisition under this section
involves the merger of a bank with and into a West Virginia state
bank, the merger transaction remains subject to the jurisdiction and
approval of the board pursuant to section seven, article seven of
this chapter.
(e) An acquisition shall not be permitted under this article
or otherwise if upon consummation of the transaction, the resulting
bank or bank holding company, including any depository
institution(s) affiliated with the applicant, would assume
sufficient additional deposits to cause it to control deposits in
this state in excess of that allowed by section twelve-a, article
two of this chapter:
Provided, That the commissioner may by rule
adopt a procedure whereby said acquisition deposit limitation as set
forth in this code may be waived for good cause shown. The
commissioner shall calculate the acquisition deposit limitation
based upon the most recently available reports containing such
deposit information filed with state or federal authorities.
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(NOTE: The purpose of this bill is to provide that the
Division of Banking receive notice of applications by West Virginia
state banks or bank holding companies applying to acquire out-of-
state banks and bank holding companies.
Strike-throughs indicate language that would be stricken from
the present law, and underscoring indicates new language that would be added.)
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BANKING AND INSURANCE COMMITTEE AMENDMENTS
On page two, section three, line thirteen, after the word "may"
by inserting the word "not";
On page three, section three, line thirteen, by striking out
"or (b)";
And,
On page four, section three, line nine, after the word
"chapter" by inserting the words "or article eight-d of this
chapter, as applicable".