Utah Code 7-5-14. Mergers, consolidations, acquisitions, transfers, or reorganizations involving entities engaged in trust business — Succession of rights and duties — Petition for appointment of another trust company
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Terms Used In Utah Code 7-5-14
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 Utah Code 7-1-103
control: means the power, directly or indirectly, or through or in concert with one or more persons, to:
(a)
direct or exercise a controlling influence over:
(i)
the management or policies of a financial institution; or
(ii)
the election of a majority of the directors or trustees of an institution; or
(b)
vote 25% or more of any class of voting securities of a financial institution. See Utah Code 7-1-103
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.
Depository institution: means a bank, savings and loan association, savings bank, industrial bank, credit union, or other institution that:
(a)
holds or receives deposits, savings, or share accounts;
(b)
issues certificates of deposit; or
(c)
provides to its customers other depository accounts that are subject to withdrawal by checks, drafts, or other instruments or by electronic means to effect third party payments. See Utah Code 7-1-103
Depository institution holding company: means :
(i)
a person other than an individual that:
(A)
has control over a depository institution; or
(B)
becomes a holding company of a depository institution under Section 7-1-703; or
(ii)
a person other than an individual that the commissioner finds, after considering the specific circumstances, is exercising or is capable of exercising a controlling influence over a depository institution by means other than those specifically described in this section. See Utah Code 7-1-103
Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
Subsidiary: means a business entity under the control of an institution. See Utah Code 7-1-103
Trust business: means , except as provided in Subsection (1)(c), a business in which one acts in any agency or fiduciary capacity, including that of personal representative, executor, administrator, conservator, guardian, assignee, receiver, depositary, or trustee under appointment as trustee for any purpose permitted by law, including the definition of "trust" set forth in Subsection 75-1-201(55). See Utah Code 7-5-1
Trust company: means an institution authorized to engage in the trust business under this chapter. See Utah Code 7-5-1
United States: includes each state, district, and territory of the United States of America. See Utah Code 68-3-12.5
(a)
“Eligible trust company” means any of the following that is authorized under this chapter or the laws of the United States to engage in the trust business in this state:
(i)
a trust company;
(ii)
a depository institution; or
(iii)
a corporation.
(b)
“Reorganization” includes:
(i)
the creation by a trust company of a subsidiary corporation that is:
(A)
wholly owned by that trust company; and
(B)
organized solely for the purpose of conducting all or any portion of the trust business of that trust company; or
(ii)
any merger or other combination between a trust company and:
(A)
a wholly owned trust company subsidiary of that trust company; or
(B)
a wholly owned trust company subsidiary of the depository institution holding company which owns or controls that trust company.
(2)
Notwithstanding any provision of law to the contrary, an eligible trust company may, subject to Sections 7-1-702, 7-1-704, and 7-1-705:
(a)
(i)
merge or consolidate with another eligible trust company;
(ii)
acquire control of another eligible trust company;
(iii)
acquire all or a portion of the assets and trust business of another eligible trust company;
(iv)
assume all or any portion of the liabilities of another eligible trust company;
(v)
transfer control to another eligible trust company;
(vi)
transfer all or a portion of its assets and trust business to another eligible trust company; or
(vii)
transfer all or a portion of its liabilities to another eligible trust company; or
(b)
reorganize.
(3)
(a)
Subject to Subsection (3)(b), upon final approval by the commissioner of any merger, consolidation, acquisition of control, acquisition of assets, assumption of liabilities, or reorganization, and upon written notice of this approval to all persons entitled to and then receiving trust accountings from the transferring or reorganizing trust company, the resulting or acquiring trust company shall, without court proceedings or a court order, succeed to all rights, privileges, duties, obligations, and undertakings under all trust instruments, agency and fiduciary relationships and arrangements, and other trust business transferred and acquired in the manner authorized by this section.
(b)
Except as provided otherwise in the relevant trust instrument, any interested person may, not more than 30 days after receipt of written notice of the merger, consolidation, acquisition, transfer, or reorganization, petition any court of competent jurisdiction to appoint another or succeeding trust company with respect to any agency or fiduciary relationship affecting that interested person, and until another or succeeding trust company is so appointed, the acquiring or resulting trust company is entitled to act as agent or fiduciary with respect to the agency or fiduciary relationship.
