Montana Code 32-1-378. Bank acquisition or control — notice or application — registration statement — violations — penalties
32-1-378. Bank acquisition or control — notice or application — registration statement — violations — penalties. (1) A person may not acquire control of a bank until 30 days after filing with the department:
Terms Used In Montana Code 32-1-378
- Acquire: means :
(a)the direct or indirect purchase or exchange of stock;
(b)the direct or indirect purchase of assets and liabilities; or
(c)a merger. See Montana Code 32-1-109
- Acquiring party: means the person acquiring control of a bank through the purchase of stock. See Montana Code 32-1-109
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- bank: as used in this chapter means any corporation that has been incorporated to conduct the business of receiving money on deposit or transacting a trust or investment business, as defined in this chapter. See Montana Code 32-1-102
- Bank holding company: means a bank holding company or a financial holding company registered under the federal Bank Holding Company Act of 1956, as amended, regardless of where the entity is located or has its headquarters. See Montana Code 32-1-109
- Control: means :
(a)ownership of, authority over, or power to vote, directly or indirectly, 25% or more of any class of voting security;
(b)authority in any manner over the election of a majority of directors; or
(c)power to exercise, directly or indirectly, a controlling influence over management and policies. See Montana Code 32-1-109
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Department: means the department of administration provided for in Title 2, chapter 15, part 10. See Montana Code 32-1-109
- Located in this state: means :
(a)in the case of a bank, that the bank is either organized under the laws of this state or is a federally chartered bank whose organizational certificate identifies an address in this state as the principal place at which the business of the federally chartered bank is conducted; and
(b)in the case of a bank holding company, that the entity, partnership, or trust is organized under the laws of this state. See Montana Code 32-1-109
- Person: includes a corporation or other entity as well as a natural person. See Montana Code 1-1-201
- State: when applied to the different parts of the United States, includes the District of Columbia and the territories. See Montana Code 1-1-201
- Subsidiary: means a company 25% or more of whose voting shares or equity interests are owned and controlled by a bank. See Montana Code 32-1-109
- Willfully: when applied to the intent with which an act is done or omitted, means a purpose or willingness to commit the act or make the omission referred to. See Montana Code 1-1-204
(a)a copy of the notice of change of control that is required to be filed with the federal banking regulatory agency; or
(b)a completed application as prescribed by the department in rule.
(2)The notice or application must be filed under oath and contain substantially all of the following information plus any additional information that the department may require as necessary or appropriate in the particular instance for the protection of bank depositors, borrowers, or shareholders and the public interest:
(a)the identity and banking and business experience of each person by whom or on whose behalf acquisition is to be made;
(b)the financial and managerial resources and future prospects of each person involved in the acquisition;
(c)the terms and conditions of any proposed acquisition and how the acquisition is to be made;
(d)the source and the amount of the funds or other consideration used or to be used in making the acquisition, and a description of the transaction and the names of the parties if any part of these funds or other consideration has been or is to be borrowed or otherwise obtained for making the acquisition;
(e)any plan or proposal that any person making the acquisition may have to liquidate the bank, to sell its assets, to merge it with any other bank, or to make any other major change in its business or corporate structure for management;
(f)the identification of any person employed, retained, or to be compensated by the acquiring party, or by any person on its behalf, who makes solicitations or recommendations to shareholders for the purpose of assisting in the acquisition and a brief description of the terms of the employment, retainer, or arrangement for compensation; and
(g)copies of all invitations for tenders or advertisements making a tender offer to shareholders for the purchase of their stock to be used in connection with the proposed acquisition.
(3)When a person, other than an individual or a corporation, is required to file an application under this section, the department may require that the information required by subsections (2)(a), (2)(b), and (2)(f) be provided for each person who has an interest in or controls a person filing an application as provided under this subsection.
(4)When a corporation is required to file an application under this section, the department may require that information required by subsections (2)(a), (2)(b), and (2)(f) be provided for the corporation, each officer and director of the corporation, and each person who is directly or indirectly the beneficial owner of 25% or more of the outstanding voting securities of the corporation.
(5)If any tender offer, request or invitation for tenders, or other agreements to acquire control are proposed to be made by a registration statement under the Securities Act of 1933, 15 U.S.C. § 77a, et seq., as amended, or in circumstances requiring the disclosure of similar information under the Securities Exchange Act of 1934, 15 U.S.C. § 78a, et seq., as amended, the registration statement or application may be filed with the department in lieu of the requirements of this section.
(6)An acquiring party shall also deliver a copy of any notice or application required by this section to the bank proposed to be acquired within 2 days after the notice or application is filed with the department.
(7)A bank or a bank holding company or a subsidiary of the bank or bank holding company may not acquire control of a bank located in this state if the bank, bank holding company, or subsidiary together with its affiliates would directly or indirectly control more than 30% of the total amount of deposits located in Montana of insured depository institutions and credit unions located in this state.
(8)The determination of the limit contained in subsection (7) must be based on public reports filed with the appropriate regulatory agency as of the December 31 preceding the submission to the appropriate federal banking regulatory agency of the application seeking prior approval of the acquisition of control of the bank.
(9)Any acquisition or change in control in violation of this section is void.
(10)Any person who willfully or intentionally violates this section or a rule adopted under this section is subject to a civil penalty of not more than $1,000 for each day the violation continues.