(a) The board of a state trust company, with the commissioner‘s approval, may cause a state trust company to sell all or substantially all of its assets, including the right to control accounts established with the trust company, without shareholder approval if the commissioner finds the:

Terms Used In Tennessee Code 45-2-1021

  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • Commissioner: means the commissioner of financial institutions. See Tennessee Code 45-1-103
  • Department: means the department of financial institutions. See Tennessee Code 45-1-103
  • Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
  • State: when applied to the different parts of the United States, includes the District of Columbia and the several territories of the United States. See Tennessee Code 1-3-105
  • State trust company: means a corporation or limited liability company organized or reorganized under the Tennessee Banking Act, compiled in this chapter and chapter 2 of this title, whose purposes and powers are limited to fiduciary purposes and power, including a trust company previously organized under the laws of this state. See Tennessee Code 45-1-103
  • Trust company: means a state trust company or any other company chartered to act as a fiduciary that is neither a depository institution nor a foreign bank. See Tennessee Code 45-1-103
(1) Interests of the state trust company’s clients and creditors are jeopardized because of insolvency or imminent insolvency of the state trust company; and
(2) Sale is in the best interest of the state trust company’s clients and creditors.
(b) A sale under this section must include an assumption and promise by the buyer to pay or otherwise discharge:

(1) All of the state trust company’s liabilities to clients;
(2) All of the state trust company’s liabilities for salaries of the state trust company’s employees incurred before the date of the sale;
(3) Obligations incurred by the commissioner arising out of the supervision or sale of the state trust company; and
(4) Fees and assessments due the department.
(c) This section does not affect the commissioner’s right to take action under another law. The sale by a trust company of all or substantially all of its assets with shareholder approval is considered a voluntary dissolution and liquidation and is governed by § 45-2-1501.
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