Michigan Laws 487.14106 – Purchase or sale of assets; powers of bank
Current as of: 2023 | Check for updates
|
Other versions
(1) With the approval of the commissioner, based upon an examination or other appropriate analysis of either the buying or selling organization, or both, and upon the affirmative vote of a majority of the members of its board of directors and of the holders of 2/3 of its stock entitled to vote, a bank may do either or both of the following:
(a) Sell all or substantially all of its assets of every kind, character, and description and assign its liabilities to any depository institution.
Terms Used In Michigan Laws 487.14106
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- Association: means a federal savings association organized under section 5 of the home owners' loan act, 12 USC 1464, or a savings and loan association, building and loan association, or homestead association that is organized under the laws of a state, the District of Columbia, or a territory or protectorate of the United States, and whose deposits are insured by the Federal Deposit Insurance Corporation. See Michigan Laws 487.11201
- Bank: means a state banking corporation that is organized or reorganized under this act or organized under any law of this state enacted before March 1, 2000, including a state banking corporation that voluntarily limits its activities. See Michigan Laws 487.11201
- Depository institution: means a bank, out-of-state bank, national bank, foreign bank branch, association, savings bank, or credit union organized under the laws of this state, another state, the District of Columbia, the United States, or a territory or protectorate of the United States. See Michigan Laws 487.11201
- Institution: means a bank, state agency, or state foreign bank branch operating or organized or reorganized under this act or operating or organized under any law of this state enacted before August 20, 1969. See Michigan Laws 487.11202
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- Out-of-state bank: means a banking corporation that is organized under the laws of another state, the District of Columbia, or a territory or a protectorate of the United States whose principal office is located in a state other than this state, in the District of Columbia, or in a territory or a protectorate of the United States, and whose deposits are insured by the Federal Deposit Insurance Corporation. See Michigan Laws 487.11202
- Savings bank: means a savings bank that is organized under the savings bank act, 1996 PA 354, MCL 487. See Michigan Laws 487.11203
(b) Purchase all or substantially all of the assets of every kind, character, and description and assume the liabilities of another depository institution.
(2) The consideration for a purchase and sale under this section may include shares of stock of the purchasing bank, out-of-state bank, national bank, association, or savings bank.
(3) A purchase and sale shall not be made to defeat or defraud any of the creditors of the depository institutions.
(4) Certified copies of all shareholders’ and directors’ proceedings under this section shall be submitted to the commissioner and shall contain the terms of the sale and purchase, including a copy of the agreement of sale and purchase.
(5) The liability of a depository institution or of its shareholders, directors, or officers, or the rights of creditors of, or other persons transacting business with, the depository institution shall not be lessened or impaired as the result of a sale of assets under this section.
(6) Notwithstanding any other provision of this act, a bank that purchases or assumes all or substantially all of the assets or liabilities of a depository institution may retain, maintain, and operate the principal office or branches of the depository institution as branches of the purchasing bank without providing notice to the commissioner under section 3711(1) provided it assumes the deposit liabilities of the depository institution maintained at the principal office or branches.