Current through Reg. 49, No. 38; September 20, 2024
(a) Scope. This
section governs notice of the merger, reorganization, or conversion of a trust
company into another form of fiduciary institution in a manner that results in
extinguishment of the trust company charter, pursuant to Finance Code, §
RSA
182.501, or other applicable law.
(b) Form of notice. A trust company does not
cease to be subject to the jurisdiction of the banking commissioner until the
banking commissioner is given written notice of intent to merge, reorganize, or
convert into another form of fiduciary institution before the 31st day
preceding the date of the proposed transaction and the merger, reorganization,
or conversion has otherwise become effective. The notice must, except to the
extent waived by the banking commissioner, include the following information:
(1) a summary of the proposed
transaction;
(2) a copy of all
agreements or other documentation related to the proposed transaction executed
by an authorized representative of the applicant and other parties, if
any;
(3) a copy of each filing
regarding the proposed transaction that is required to be filed with other
state or federal regulatory agencies, complete with all related attachments,
exhibits, and correspondence;
(4) a
certified copy of the relevant portions of the minutes of board meetings and
shareholder or participant meetings (or their equivalent) at which action was
taken regarding approval of the transaction, or a certificate of an officer
verifying the action taken by the board of directors and the shareholders or
participants approving the merger, reorganization, or conversion;
(5) Opinion of legal counsel. An opinion of
legal counsel that conforms with the requirements of §
RSA
21.68 of this title (relating to Opinion of
Legal Counsel), concluding the following:
(A)
the merger, reorganization, or conversion of the trust company has been duly
authorized by its board and shareholders or participants in accordance with the
Texas Business Corporation Act;
(B)
all liabilities of the trust company will be discharged or otherwise retained
by the successor fiduciary institution; and
(C) all conditions with respect to the
merger, reorganization, or conversion imposed by the banking commissioner have
been satisfied or otherwise resolved or, to the best knowledge of legal
counsel, no such conditions have been imposed;
(6) a publisher's certificate showing
publication of notice as required by subsection (c) of this section;
and
(7) an explanation of
compliance with the provisions of the Texas Business Corporation Act relating
to rights of dissenting shareholders or participants.
(c) Notices, publication, and certificate of
authority.
(1) The applicant shall submit a
copy of the published notice of the proposed transaction required by the
successor regulatory authority or shall publish notice as required by §
RSA 21.5 of this
title (relating to Public Notice). Submission of such notice, with the
publisher's certificate required by subsection (b)(6) of this section, is
considered notice of the transaction in accordance with Finance Code, §
RSA
182.501(c)(2). The banking
commissioner may require, upon written notice to the applicant, such other
publication requirements at such times and places and in such manner as
considered appropriate.
(2) Within
14 days after receipt of the certificate of authority to do business, or such
other document issued by the successor regulatory authority that authorizes the
consummation of the merger, reorganization, or conversion, the successor
fiduciary institution shall provide written notice to the banking commissioner
of the effective date and a copy of the certificate of authority or other
document.
(d) Filing
fees. A filing fee is not required in connection with notice under this
section.
