23-48-510. Purchases or assumptions by a state bank.

23-48-510. Purchases or assumptions by a state bank. (a)(1) With the approval of the State Banking Board and the concurrence of the Bank Commissioner and subject to the provisions of this subchapter and provided that no party to a proposed transaction has a de novo charter, a state bank may purchase all or a majority of the assets or assume all or a majority of the liabilities of another depository institution. (2)(A) The agreement of purchase and sale shall be authorized and approved by the boards of directors of the purchasing state bank and selling depository institution. (B) The agreement shall be approved by the affirmative vote of the holders of at least a simple majority of the outstanding shares of the selling depository institution entitled to vote thereon, at a meeting called for the purpose in like manner as meetings to approve mergers are called, and an application containing the information that the commissioner may require shall be filed with the commissioner. (3) The commissioner shall cause the application to be investigated as soon as practicable, and the application and the results of the investigation shall be forwarded to the board. (4) The board shall hold a public hearing on the application pursuant to notice and procedure required for the applications. (5) The commissioner shall approve the application if, at the hearing, both the commissioner and the board find that the proposed purchase or assumption: (A) Provides adequate capital structure; (B) Is fair; (C) It is not contrary to public interest; and (D) Adequately provides for dissenters' rights for the stockholders of any selling state bank. (b)(1) With the approval of the commissioner, a state bank may assume less than a majority of the liabilities of another depository institution. (2) The agreement of purchase and sale for the assumption of the liabilities referred to in subdivision (b)(1) of this section shall be authorized and approved by the boards of directors of the assuming state bank and selling depository institution. (3)(A) A state bank seeking to assume less than a majority of the liabilities of another depository institution shall file with the commissioner an application containing the information that the commissioner may require. (B) The commissioner shall have the application investigated as soon as practicable and shall approve the application if he or she is satisfied that the proposed assumption: (i) Provides adequate capital structure; (ii) Is fair; and (iii) Is not contrary to public interest. (c) No approval by the commissioner or the board is required for the purchase by a state bank of less than a majority of the assets of another depository institution.