Senate Bill No. 183
(By Senators Minard, Barnes and Kessler)
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[Introduced January 23, 2007; referred to the Committee on
Banking and Insurance; and then to the Committee on Finance.]
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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 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, 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
company may 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. No 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 the prior
application and approval upon order of the board under this article
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 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
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 the Board of
Banking and Financial Institutions with the authority to consider
applications by West Virginia state banks and bank holding
companies to acquire out-of-state banks.
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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FINANCE COMMITTEE AMENDMENTS
On page two, section three, line nine, by striking out the
word "no" and inserting in lieu thereof the word "a";
On page two, section three, line ten, after the word "may" by
inserting the word "not";
On page two, section three, line thirteen, by striking out
the word "No" and inserting in lieu thereof the word "A";
On page two, section three, line fifteen, after the word "may"
and inserting the word "not";
On page two, section three, lines sixteen and seventeen, by
striking out the words "the prior application and approval upon
order of the board under this article" and inserting in lieu
thereof the words "first filing with the commissioner a copy of the
application it files with the appropriate federal regulator";
On page four, section three, line two, by striking out the
words "shall have" and inserting in lieu thereof the word "has";
On page four, section three, line seventeen, by striking out
the word "institution(s)" and inserting in lieu thereof the word"
institutions";
One page four, section three, line twenty-one, by striking out
the word "said" and inserting in lieu thereof the word "the";
And,
On page five, section three, line one, by striking out the
word "such" and inserting in lieu thereof the word "the".