ENGROSSED
H. B. 2517
(By Delegates Moore, Kominar, Perry,
Barker, Carmichael and Ashley)
[Introduced January 9, 2008; referred to the
Committee on Banking and Insurance then Finance.]
A BILL to amend and reenact §31A-8A-2 and §31A-8A-3
of the Code of
West Virginia, 1931, as amended, relating to establishing
requirements for a West Virginia state bank or a West Virginia
state bank holding company in control of a West Virginia state
bank to acquire an out-of state bank or bank holding company;
requiring that the application for the acquisition filed with
the appropriate federal regulator be filed with the
commissioner of banking prior to the acquisition; exceptions
for certain acquisitions involving a merger and establishment
of branches.
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 September 29, 1995, 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
com
pany 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)
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
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
institution(s)
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
said
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
such
the
deposit information filed with state or federal
authorities
.
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.