Browse Arkansas Code titles and sections
23-48-317. Change in control.
Arkansas Code — all titles (historical 2020) · legal_authorities
23-48-317. Change in control.
(a) As used in this section, unless the context otherwise requires, “control” has the meaning set forth in 12 U.S.C. § 1841(a)(2).
(b)(1) Prior approval by the Bank Commissioner of any transfer of ownership shall not be required unless and until:
(A) A transfer reported to the commissioner would result in the control by the transferee and any nominee of the transferee and any person holding in trust for the transferee of twenty-five percent (25%) or more of the capital stock of the state bank or Arkansas bank holding company; or
(B) A transfer reported to the commissioner would increase a then-existing ownership of the capital stock of a state bank or Arkansas bank holding company already controlled by the transferee to twenty-five percent (25%) or more of the capital stock of the state bank or Arkansas bank holding company.
(2)(A) In either of the situations set out in subdivisions (b)(1)(A) and (B) of this section, no shares held in such ownership may be voted unless the ownership, and the transfers mentioned in subdivisions (b)(1)(A) and (B) of this section, shall be approved by the commissioner and his or her approval given to the transferee in writing.
(B) The commissioner in his or her discretion may at any time require any transferee to certify in writing as to the extent of the legal or beneficial ownership by the transferee of the stock of the state bank or Arkansas bank holding company.
(c)(1) Any transferee seeking to acquire twenty-five percent (25%) or more of the capital stock of a state bank or Arkansas bank holding company shall file with the commissioner an application for approval submitted to the commissioner in the form that the commissioner may prescribe, the application to be accompanied by a filing fee o
Source: Arkansas Code — historical release 78 (November 6, 2020) · 23-48-317
Stored review status: Historical 2020-11-06 source release; later amendments not reconciled; machine-extracted, not independently legally reviewed; source heading status: text_in_historical_source. A text match is a research starting point; applicability is not established.
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Stable record: arkansas_code:legal_authorities:23-48-317
Source file: gov.ar.code.title.23.odt
Pages: Not recorded – Not recorded
Passage SHA-256: 4dc3f6d2d14286b4e6c43be02228f1411b592adfa184687d54a7584935660de3
Source location: content.xml paragraph 23645
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23-48-317. Change in control.
(a) As used in this section, unless the context otherwise requires, “control” has the meaning set forth in 12 U.S.C. § 1841(a)(2).
(b)(1) Prior approval by the Bank Commissioner of any transfer of ownership shall not be required unless and until:
(A) A transfer reported to the commissioner would result in the control by the transferee and any nominee of the transferee and any person holding in trust for the transferee of twenty-five percent (25%) or more of the capital stock of the state bank or Arkansas bank holding company; or
(B) A transfer reported to the commissioner would increase a then-existing ownership of the capital stock of a state bank or Arkansas bank holding company already controlled by the transferee to twenty-five percent (25%) or more of the capital stock of the state bank or Arkansas bank holding company.
(2)(A) In either of the situations set out in subdivisions (b)(1)(A) and (B) of this section, no shares held in such ownership may be voted unless the ownership, and the transfers mentioned in subdivisions (b)(1)(A) and (B) of this section, shall be approved by the commissioner and his or her approval given to the transferee in writing.
(B) The commissioner in his or her discretion may at any time require any transferee to certify in writing as to the extent of the legal or beneficial ownership by the transferee of the stock of the state bank or Arkansas bank holding company.
(c)(1) Any transferee seeking to acquire twenty-five percent (25%) or more of the capital stock of a state bank or Arkansas bank holding company shall file with the commissioner an application for approval submitted to the commissioner in the form that the commissioner may prescribe, the application to be accompanied by a filing fee of not less than five hundred dollars ($500) nor more than five thousand dollars ($5,000) as set by State Bank Department rule.
(2) The application shall include the information set forth in subsection (d) of this section and contain such additional information as the commissioner may require.
(d) An application for approval to acquire control of a state bank or an Arkansas bank holding company shall contain evidence that:
(1) The proposed transaction will promote the safety and soundness of the institution to be controlled;
(2) If the applicant is a bank holding company, the transaction will not result in a violation of the provisions of § 23-48-405;
(3) The applicant bank or the bank subsidiaries of an applicant bank holding company adequately serve the convenience and needs of the communities served by them in accordance with the Community Reinvestment Act of 1977; and
(4)(A) The applicant intends to adequately serve the convenience and needs of the communities served by the state bank or state bank subsidiaries proposed to be controlled in accordance with the Community Reinvestment Act of 1977.
(B) The application shall specifically address the proposed initial capital investments, proposed loan policies, proposed investment policies, proposed dividend policies, and general plan of proposed business of the institution proposed to be controlled, including the full range of consumer and business services which are proposed to be offered.
(e) The commissioner shall approve an application to acquire control of a state bank or an Arkansas bank holding company if he or she is satisfied that:
(1) The evidence and information contained in the application would result in the likelihood that the public interest would be served;
(2) The safety and soundness of the institution to be controlled is adequately addressed; and
(3) Approval of the application, if the applicant is a bank holding company, will not result in a violation of the provisions of § 23-48-405.
(f) The commissioner may by rule or order waive the requirements required under this section if:
(1) A change in control will simultaneously occur with a proposed merger transaction under § 23-48-503(a); and
(2) A transferee submits a merger application to:
(A) The commissioner and the federal bank supervisory agency, in the case of a state bank;
(B) The home-state regulator and the federal bank supervisory agency, in the case of an out-of-state bank; or
(C) The United States Office of the Comptroller of the Currency, in the case of a national bank.
(g) A plan of exchange approved by the commissioner under § 23-48-601 does not satisfy the requirements for a change in control under subsection (b) of this section unless:
(1) The plan of exchange is executed by a bank holding company as defined in § 23-45-102; and
(2) The bank holding company executing the plan of exchange under § 23-48-601 is the existing bank holding company of the subject state bank.
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Federal law — U.S. Code and appendices · legal_authorities
**(a)**
(1) Except as provided in paragraph (5) of this subsection, “bank holding company” means any company which has control over any bank or over any company that is or becomes a bank holding company by virtue of this chapter.
(2) Any company has control over a bank or over any company if—
(A) the company directly or indirectly or acting through one or more other persons owns, controls, or has power to vote 25 per centum or more of any class of voting securities of the bank or company;
(B) the company controls in any manner the election of a majority of the directors or trustees of the bank or company; or
(C) the Board determines, after notice and opportunity for hearing, that the company directly or indirectly exercises a controlling influence over the management or policies of the bank or company.
(3) For the purposes of any proceeding under paragraph (2)(C) of this subsection, there is a presumption that any company which directly or indirectly owns, controls, or has power to vote less than 5 per centum of any class of voting securities of a given bank or company does not have control over that bank or company.
(4) In any administrative or judicial proceeding under this chapter, other than a proceeding under paragraph (2)(C) of this subsection, a company may not be held to have had control over any given bank or company at any given time unless that company, at the time in question, directly or indirectly owned, controlled, or had power to vote 5 per centum or more of any class of voting securities of the bank or company, or had already been found to have control in a proceeding under paragraph (2)(C).
(5) Notwithstanding any other provision of this subsection—
(A) No bank and no company owning or controlling voting shares of a bank is a bank hold
Source: Supplied U.S. Code snapshot — release unconfirmed · 12 U.S.C. § 1841
Stored review status: release_metadata_unconfirmed. The source passage cites 12 U.S.C. § 1841. This identifies an authority to review, not proof of applicability.
Federal law — U.S. Code and appendices · legal_authorities
Page 1216
TITLE 12—BANKS AND BANKING
§ 1841
Sec.
1842.
Acquisition of bank shares or assets.
1843.
Interests in nonbanking organizations.
1844.
Administration.
1845.
Repealed.
1846.
Reservation of rights to States.
1847.
Penalties.
1848.
Judicial review.
1848a.
Repealed.
1849.
Saving provision.
1850.
Acquisition of subsidiary and tying arrange-
ment: Federal Reserve Board proceedings;
application for authorization; competitor as
party in interest and person aggrieved; judi-
cial review.
1850a.
Securities holding companies.
1851.
Prohibitions on proprietary trading and cer-
tain relationships with hedge funds and pri-
vate equity funds.
1852.
Concentration limits on large financial firms.
§ 1841. Definitions
(a)(1) Except as provided in paragraph (5) of
this subsection, ‘‘bank holding company’’ means
any company which has control over any bank
or over any company that is or becomes a bank
holding company by virtue of this chapter.
(2) Any company has control over a bank or
over any company if—
(A) the company directly or indirectly or
acting through one or more other persons
owns, controls, or has power to vote 25 per
centum or more of any class of voting securi-
ties of the bank or company;
(B) the company controls in any manner the
election of a majority of the directors or
trustees of the bank or company; or
(C) the Board determines, after notice and
opportunity for hearing, that the company di-
rectly or indirectly exercises a controlling in-
fluence over the management or policies of the
bank or company.
(3) For the purposes of any proceeding under
paragraph (2)(C) of this subsection, there is a
presumption that any company which directly
or indirectly owns, controls, or has power to
vote less than 5 per centum of any
Source: Supplied 2024 U.S. Code historical extraction · 12 U.S.C. § 1841
Stored review status: historical_2024_not_currentness_verified. The source passage cites 12 U.S.C. § 1841. This identifies an authority to review, not proof of applicability.
Arkansas Code — all titles (historical 2020) · legal_authorities
23-45-102. Definitions.
(a) Subject to other definitions contained in subsequent sections of the Arkansas Banking Code of 1997, and unless the context otherwise requires, in the Arkansas Banking Code of 1997:
(1) “Affiliate” means, with respect to a specified person, a person that controls, is controlled by, or is under common control with another person;
(2) “Arkansas bank” means a bank whose home state is Arkansas;
(3) “Arkansas bank holding company” means a bank holding company that controls one (1) or more state banks. As used in this subdivision (a)(3), “control” has the meaning set forth in 12 U.S.C. § 1841(a)(2);
(4) “Arkansas Banking Code of 1997” means the Arkansas Banking Code of 1997, chapters 45-50 of this title;
(5)(A) “Bank” means a state bank or a national bank or an out-of-state state-chartered bank that has received a certificate of authority under § 23-48-1001.
(B) “Bank” shall also include any foreign bank organized under the laws of a territory of the United States, the Commonwealth of Puerto Rico, Guam, American Samoa, or the United States Virgin Islands, the deposits of which are insured by the Federal Deposit Insurance Corporation;
(6)(A) “Bank holding company” means any company, foreign or domestic, including a bank:
(i) That directly or indirectly owns, controls, or holds with power to vote twenty-five percent (25%) or more of the voting shares of any bank;
(ii) That controls in any manner the election of a majority of the directors of any bank; or
(iii) For the benefit of whose shareholders or members twenty-five percent (25%) or more of the voting shares of any bank or a bank holding company is held by trustees.
(B) Notwithstanding the foregoing:
(i) No company shall be a bank holding company by virtue of its ownershi
Source: Arkansas Code — historical release 78 (November 6, 2020) · 23-45-102
Stored review status: Historical 2020-11-06 source release; later amendments not reconciled; machine-extracted, not independently legally reviewed; source heading status: text_in_historical_source. The source passage cites 23-45-102. This identifies an authority to review, not proof of applicability.
Arkansas Code — all titles (historical 2020) · legal_authorities
23-48-405. Ownership or control of subsidiaries.
It shall be unlawful for a bank holding company to directly or indirectly own or control more than one (1) bank subsidiary if any such bank subsidiary with its main office in Arkansas has a de novo charter.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 23-48-405
Stored review status: Historical 2020-11-06 source release; later amendments not reconciled; machine-extracted, not independently legally reviewed; source heading status: text_in_historical_source. The source passage cites 23-48-405. This identifies an authority to review, not proof of applicability.
Arkansas Code — all titles (historical 2020) · legal_authorities
23-48-503. Merger of bank, bank holding company, or savings and loan association into state bank.
(a)(1)(A) With the approval of the Bank Commissioner and the State Banking Board and after a public hearing as prescribed by the applicable law of this state, any bank, bank holding company, or savings and loan association, including an out-of-state bank, bank holding company, or savings and loan association, may be merged with a state bank creating one (1) or more resulting banks.
(B) However, if any national bank, out-of-state bank, bank holding company, or savings and loan association is involved in the merger under subdivision (a)(1)(A) of this section, there shall be compliance with the requirements of the state or federal laws applicable to the national bank, out-of-state bank, bank holding company, or savings and loan association.
(2)(A) A plan of merger involving a state bank shall provide:
(i) The name of each party to the merger;
(ii) The name of each entity that will result from the merger; and
(iii) The terms and conditions of the merger.
(B) If more than one (1) bank, out-of-state bank, or savings and loan association will result or be created by the terms of the plan of merger, the terms and conditions of the merger shall include:
(i) The manner and basis of allocating and vesting the assets from the merger among one (1) or more of the parties;
(ii) The name of the party that will be obligated to pay the fair value of any shares of stock of a bank that is a party to the merger that are held by a shareholder that has complied with the requirements of § 23-48-506 for the recovery of the fair value of the shareholder's shares; and
(iii) Either of the following:
(a) The manner and basis of allocating the liabilities and obligations of each ba
Source: Arkansas Code — historical release 78 (November 6, 2020) · 23-48-503
Stored review status: Historical 2020-11-06 source release; later amendments not reconciled; machine-extracted, not independently legally reviewed; source heading status: text_in_historical_source. The source passage cites 23-48-503. This identifies an authority to review, not proof of applicability.
Arkansas Code — all titles (historical 2020) · legal_authorities
23-48-601. Authority to adopt plan of exchange — Approval by Bank Commissioner required.
(a)(1) A state bank may adopt a plan of exchange for shares of the outstanding capital stock held by its stockholders, for the consideration designated in this section to be paid or provided by a bank holding company which acquires the stock, in the manner provided in this subchapter, by complying with the provisions of this subchapter, subject to subsections (b) and (c) of this section.
(2) The plan of exchange may provide that the bank holding company, as the acquiring person, as consideration for the stock of the state bank may:
(A) Transfer shares of its capital stock;
(B) Transfer other securities issued by it;
(C) Pay cash;
(D) Pay or provide other consideration; or
(E) Pay or provide any combination of the foregoing types of consideration.
(b) No such plan of exchange shall be effectuated unless, in advance thereof, the plan has been filed with the Bank Commissioner and approved in writing by him or her after notice and a hearing thereon. The commissioner shall give approval within a reasonable time after the hearing if he or she finds that the plan:
(1) Complies with the law;
(2) Is fair and equitable to the stockholders of the state bank involved;
(3) Provides a satisfactory means for disposing of shares of the state bank resulting from dissenting stockholders; or
(4) Would not substantially reduce the security of or service to be rendered to depositors or other customers of the state bank or any affiliate bank of the state bank or the bank holding company.
(c) No director, officer, agent, or employee of any party to an exchange of stock shall receive any fee, commission, compensation, or other valuable consideration whatsoever for in any manner ai
Source: Arkansas Code — historical release 78 (November 6, 2020) · 23-48-601
Stored review status: Historical 2020-11-06 source release; later amendments not reconciled; machine-extracted, not independently legally reviewed; source heading status: text_in_historical_source. The source passage cites 23-48-601. This identifies an authority to review, not proof of applicability.