205 ILCS 620/3-2
2021 Illinois Compiled Statutes|Chapter 205 - FINANCIAL REGULATION|205 ILCS 620/ - Corporate Fiduciary Act.|Article III - Mergers, Change of Control, Successor Trustee

 (from Ch. 17, par. 1553-2)Sec. 3-2.     Change in control.(a) Before a change may occur in the ownership of outstanding  stock or membership interests of any trust company whether by sale and  purchase, gift, bequest or  inheritance, or any other means, which will result in control or a change in  the  control of the trust company or before a change in the control of a holding  company having control of the outstanding stock or membership interests of  a  trust company whether by  sale and purchase, gift, bequest or inheritance, or any other means, which  will  result in control or a change in control of the trust company or holding  company,  the Commissioner shall be of the opinion and find:(1) that the general character of its proposed     management, after the change in control, is such as to assure reasonable promise of competent, successful, safe and sound operation;(2) that the future earnings prospects, after the     proposed change in control, are favorable; and(3) that the prior business affairs of the persons     proposing to obtain control or by the proposed management personnel, whether as stockholder, director, member, officer, or customer, were conducted in a safe, sound, and lawful manner.(b) Persons desiring to purchase control of an existing trust company and  persons obtaining control by gift, bequest or inheritance, or any other means  shall  submit to the Commissioner:(1) a statement of financial worth; and(2) satisfactory evidence that the prior business     affairs of the persons and the proposed management personnel, whether as stockholder, director, officer, or customer, were conducted in a safe, sound, and lawful manner.(c) Whenever a bank makes a loan or loans, secured, or to be secured, by 25%  or more of the outstanding stock of a trust company, the president or other  chief executive officer of the lending bank shall promptly report such fact to  the Commissioner upon obtaining knowledge of such loan or loans, except that no  report need be made in those cases where the borrower has been the owner of  record of the stock for a period of one year or more, or the stock is that of a  newly-organized trust company prior to its opening.(d) (1) Before a purchase of substantially all the assets and an  assumption of substantially all the liabilities of a trust company or before a  purchase of substantially all the trust assets and an assumption of  substantially all the trust liabilities of a trust company, the Commissioner  shall be of the opinion and find:(i) that the general character of the acquirer's     proposed management, after the transfer, is such as to assure reasonable promise of competent, successful, safe, and sound operation;(ii) that the acquirer's future earnings prospects,     after the proposed transfer, are favorable;(iii) that any prior involvement by the acquirer or     by the proposed management personnel, whether as stockholder, director, officer, agent, or customer, was conducted in a safe, sound, and lawful manner;(iv) that customers' interests will not be     jeopardized by the purchase and assumption; and(v) that adequate provision has been made for all     obligations and trusts as required under Section 7-1 of this Act.(2) Persons desiring to purchase substantially all the assets and assume  substantially all the liabilities of a trust company or to purchase  substantially all the trust assets and assume substantially all the trust  liabilities of a trust company shall submit to the Commissioner:(i) a statement of financial worth; and(ii) satisfactory evidence that the prior business     affairs of the persons and the proposed management personnel, whether as stockholder, director, officer, or customer, were conducted in a safe, sound, and lawful manner.(e) The reports required by subsections (a), (b),  (c), and (d) of this Section 3-2  shall contain the following information to the extent that it is known by the  person making the report: (1) the number of shares involved; (2) the names of  the sellers (or transferors); (3) the names of the purchasers (or transferees);  (4) the names of the beneficial owners if the shares are registered in another  name; (5) the purchase price; (6) the total number of shares owned by the  sellers (or transferors), the purchasers (or transferees) and the beneficial  owners both immediately before and after the transaction; and, (7) in the case  of a loan, the name of the borrower, the amount of the loan, and the name of  the trust company issuing the stock securing the loan and the number of shares  securing the loan.  In addition to the foregoing, such reports shall contain  such other information as may be available and which is requested by the  Commissioner to inform the Commissioner of the effect of the transaction upon  the trust company or trust companies whose stock or assets  and  liabilities are involved.(f) Whenever such a change as described in subsection (a) of  this Section  3-2 occurs, each trust company shall report promptly to the Commissioner any  changes or replacement of its chief executive officer or of any director  occurring in the next 12 month period, including in its report a statement of  the past and current business and professional affiliations of the new chief  executive officer or directors.(g) The provisions of this Section do not apply when the change in  control is the result of organizational restructuring under a holding  company.(h) As  used  in this Section, the term  "control" means the power, directly or indirectly, to direct the management  or policies of the trust company or to vote 25% or more of the outstanding  stock of the trust company.  If there is any question as to whether a change in  control application should be filed, the question  shall be resolved in favor of  filing the application with the Commissioner.As  used  in  this  Section, "substantially all" the  assets or  liabilities or the trust assets or trust liabilities of a trust company  means that portion such that their transfer will materially  impair  the  ability of the trust  company to continue successful, safe, and sound  operations or to continue as a going concern.    (Source: P.A. 92-483, eff. 8-23-01; 92-811, eff. 8-21-02.)