ENROLLED
Senate Bill No. 183
(By Senators Minard, Barnes and Kessler)
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[Passed March 5, 2007; in effect ninety days from passage.]
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AN ACT 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 Board of Banking and Financial Institutions has the
authority to approve acquisitions of out-of-state banks and
bank holding companies by West Virginia state banks or 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. ACQUISITION 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, 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, 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
not 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) 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 has 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 or article eight-d of this chapter, as applicable.
(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 institutions
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 the 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 the deposit information filed
with state or federal authorities.