reglab/statecodes huggingface dataset:
2023 Delaware Code › Title 5 - Banking › Chapter 7. CORPORATION LAW FOR STATE BANKS AND TRUST COMPANIES › Subchapter VI. Merger, Consolidation or Conversion of National, State Bank or Trust Company › § 788. Dissenting stockholders.

§ 788. Dissenting stockholders.
(a) The owner of shares of a state bank (other than the continuing bank), which were voted against a merger to result in a state bank, or against the conversion of a state bank into a national bank, shall be entitled to receive their value in cash, if and when the merger or conversion becomes effective, upon written demand, made to the resulting state or national bank at any time within 30 days after the effective date of the merger or conversion accompanied by the surrender of the stock certificates. The value of such shares shall be determined, as of the date of the stockholders' meeting approving the merger or conversion, by 3 appraisers, 1 to be selected by the owners of two thirds of the shares involved, 1 by the board of directors of the resulting state or national bank, and the third by the 2 so chosen. The valuation agreed upon by any 2 appraisers shall govern. If the appraisal is not completed within 90 days after the merger or conversion becomes effective the State Bank Commissioner shall cause an appraisal to be made.
(b) The expenses of appraisal shall be paid by the resulting state bank.
(c) The resulting state or national bank may fix an amount which it considers to be not more than the value of the shares of a merging or the converting bank at the time of the stockholders' meeting approving the merger or conversion, which it will pay dissenting shareholders of that bank entitled to payment in cash. The amount due under such accepted offer or under the appraisal shall constitute a debt of the resulting state or national bank.
5 Del. C. 1953, §  788;  49 Del. Laws, c. 126.;
2023 Delaware Code › Title 5 - Banking › Chapter 7. CORPORATION LAW FOR STATE BANKS AND TRUST COMPANIES › Subchapter VI. Merger, Consolidation or Conversion of National, State Bank or Trust Company › § 789. Abandonment of trust powers and provision for successor fiduciaries.

§ 789. Abandonment of trust powers and provision for successor fiduciaries.
Where a resulting state bank is not to exercise trust powers, the State Bank Commissioner shall not approve a merger or conversion until satisfied that adequate provision has been made for successors to fiduciary positions held by the merging banks or the converting bank.
5 Del. C. 1953, §  789;  49 Del. Laws, c. 126;  57 Del. Laws, c. 740, §  19H;
2023 Delaware Code › Title 5 - Banking › Chapter 7. CORPORATION LAW FOR STATE BANKS AND TRUST COMPANIES › Subchapter VI. Merger, Consolidation or Conversion of National, State Bank or Trust Company › § 790. Nonconforming assets or business.

§ 790. Nonconforming assets or business.
If a merging or converting bank has assets which do not conform to the requirements of state laws for the resulting state bank or carries on business activities which are not permitted for the resulting state bank, the State Bank Commissioner may permit a reasonable time to conform with state law.
5 Del. C. 1953, §  790;  49 Del. Laws, c. 126;  57 Del. Laws, c. 740, §  19F;
2023 Delaware Code › Title 5 - Banking › Chapter 7. CORPORATION LAW FOR STATE BANKS AND TRUST COMPANIES › Subchapter VI. Merger, Consolidation or Conversion of National, State Bank or Trust Company › § 791. Book value of assets.

§ 791. Book value of assets.
Without approval by the State Bank Commissioner no asset shall be carried on the books of the resulting bank at a valuation higher than that on the books of a merging or converting bank at the time of its last examination by a state or national bank examiner before the effective date of the merger or conversion.
5 Del. C. 1953, §  791;  49 Del. Laws, c. 126.;
2023 Delaware Code › Title 5 - Banking › Chapter 7. CORPORATION LAW FOR STATE BANKS AND TRUST COMPANIES › Subchapter VI. Merger, Consolidation or Conversion of National, State Bank or Trust Company › § 792. Investigation fee.

§ 792. Investigation fee.
The resulting bank shall pay to the office of the State Bank Commissioner an investigation fee of $1,150 which shall not be refundable and shall be submitted with the application.
60 Del. Laws, c. 268, §  7;  67 Del. Laws, c. 260, §  1;  71 Del. Laws, c. 25, §  17;
2023 Delaware Code › Title 5 - Banking › Chapter 7. CORPORATION LAW FOR STATE BANKS AND TRUST COMPANIES › Subchapter VI. Merger, Consolidation or Conversion of National, State Bank or Trust Company › § 793. Conversion of credit card institution on or after September 29, 1997.

§ 793. Conversion of credit card institution on or after September 29, 1997.
(a) Any credit card institution formed under Chapter 15 of this title, upon filing with the Commissioner an application in such form as the Commissioner shall from time to time prescribe, submitted and sworn to by the directors of the credit card institution, may become a bank which shall be deemed as having been formed under and which shall be governed by the provisions of Chapter 7 of this title.
(b) Upon a determination that the applicant(s) have satisfied the requirements of subsection (a) of this section, the Commissioner shall issue a certificate certifying such compliance and ordering and approving the conversion of the credit card institution, which certificate shall be duly filed with the Secretary of State. A certified copy of such filing shall constitute the certificate authorizing commencement of business pursuant to § 733 of this title. From and after such filing, the credit card institution shall become a bank governed by the provisions of Chapters 7 and 8 of this title and any other law of this State regulating banks generally and shall not be subject to any provision of Chapter 15 of this title or any regulation promulgated thereunder.
(c) The resulting bank shall pay to the Commissioner an investigation fee of $1,150 which shall not be refundable and which shall be submitted with the application.
70 Del. Laws, c. 112, §  14;  71 Del. Laws, c. 19, §  32;  71 Del. Laws, c. 25, §  18;
2023 Delaware Code › Title 5 - Banking › Chapter 7. CORPORATION LAW FOR STATE BANKS AND TRUST COMPANIES › Subchapter VI. Merger, Consolidation or Conversion of National, State Bank or Trust Company › § 794. Conversion of a building and loan association.

§ 794. Conversion of a building and loan association.
(a) Notwithstanding any other provision of this title, a building and loan association with voting stock regulated pursuant to Chapter 17 of this title may become a bank which shall be deemed as having been formed under and which shall be governed by the provisions of Chapter 7 of this title. The application for conversion filed with the Commissioner shall be in such form as the Commissioner shall from time to time prescribe, submitted and sworn to by the directors of the building and loan association. A 45-day comment period shall commence upon the date of the first notice required under subsection (b) of this section.
(b) The Commissioner shall, at least once during each of the first 2 weeks following the filing of an application under this section, cause to be filed in a newspaper having statewide circulation, at the expense of the applicants, a notice of the filing of such application, which notice shall invite public inspection and comment hereon prior to the expiration of the 45-day period.
(c) If, based upon the application and any other information filed with the Commissioner in support of or objection to such application, the Commissioner shall have cause to believe that a certificate of public convenience and advantage would not be issued to the applicants, the Commissioner shall, not later than 45 days after the close of the comment period, advise applicants of such objection, together with support therefor. At the request of the applicants, the Commissioner shall forthwith proceed to give notice and conduct a hearing in accordance with the Administrative Procedures Act, Chapter 101 of Title 29.
(d) Upon a determination that the applicants have met the requirements of this section, the Commissioner shall issue a certificate certifying such compliance and ordering and approving a conversion of the building and loan association, which certificate shall be duly filed with the Secretary of State. From and after such filing, the resulting bank shall be governed by the provisions of Chapter 7 of this title and any other law of this State regulating banks generally.
(e) If an application is made for conversion of a building and loan pursuant to this section in connection with an application for acquisition of an existing bank pursuant to subchapter IV of Chapter 8 of this title, the Commissioner may consider and approve or reject both applications concurrently.
(f) The resulting bank shall pay to the Office of the State Bank Commissioner a fee of $5,000 for the use of the State if there is an approval of the conversion. In addition, the resulting bank shall pay an investigation fee of $1,000 which shall not be refundable and which shall be submitted with the application for conversion.
69 Del. Laws, c. 165, §  17;
2023 Delaware Code › Title 5 - Banking › Chapter 7. CORPORATION LAW FOR STATE BANKS AND TRUST COMPANIES › Subchapter VII. Merger or Consolidation with Out-Of-State Banks › § 795A. Purpose.

§ 795A. Purpose.
It is the express intent of this subchapter to permit interstate branching by merger under § 102 of the Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994, Public Law No. 103-328, in accordance with the provisions set forth in this subchapter.
70 Del. Laws, c. 112, §  15;
2023 Delaware Code › Title 5 - Banking › Chapter 7. CORPORATION LAW FOR STATE BANKS AND TRUST COMPANIES › Subchapter VII. Merger or Consolidation with Out-Of-State Banks › § 795B. Authority for interstate branch offices.

§ 795B. Authority for interstate branch offices.
(a) The place of business or main office and all branch offices of a merging bank may continue as branch offices, or one of them may be designated as the place of business or main office, of the resulting bank.
(b) A resulting bank that is an out-of-state state bank may open additional branch offices in this State in such manner as the Commissioner shall prescribe by regulation.
(c) Nothing in this subchapter shall be deemed to permit interstate branching either through the original establishment of a branch office in this State by an out-of-state bank or through acquisition of a branch office in this State by an out-of-state bank, without merger with a Delaware bank as provided in this subchapter.
70 Del. Laws, c. 112, §  15;
2023 Delaware Code › Title 5 - Banking › Chapter 7. CORPORATION LAW FOR STATE BANKS AND TRUST COMPANIES › Subchapter VII. Merger or Consolidation with Out-Of-State Banks › § 795C. Merger with resulting Delaware national bank.

§ 795C. Merger with resulting Delaware national bank.
(a) Delaware banks may merge with or into out-of-state banks to form a resulting Delaware national bank. The action to be taken by a merging Delaware bank that is a Delaware state bank and its rights and liabilities and those of its stockholders shall be the same as those prescribed for national banks at the time of the action by the laws of the United States and not by the laws of this State, except that a vote of the holders of two thirds of each class of voting stock of a Delaware state bank shall be required for the merger, and that upon the merger of a Delaware state bank into a resulting Delaware national bank the rights of dissenting stockholders of the merging Delaware state bank shall be the same as those specified in § 788 of this title.
(b) Upon the completion of the merger of a Delaware bank that is a Delaware state bank with or into out-of-state banks to form a resulting Delaware national bank, the certificate and charter of any such merging Delaware state bank shall automatically terminate.
(c) A resulting Delaware national bank shall be considered the same business and corporate entity as each merging bank with all the property, rights, powers, duties and obligations of each merging bank, except as affected by the federal law and by the charter and bylaws of the resulting bank.
70 Del. Laws, c. 112, §  15;
2023 Delaware Code › Title 5 - Banking › Chapter 7. CORPORATION LAW FOR STATE BANKS AND TRUST COMPANIES › Subchapter VII. Merger or Consolidation with Out-Of-State Banks › § 795D. Merger with resulting Delaware state bank.

§ 795D. Merger with resulting Delaware state bank.
(a) Upon written approval by the State Bank Commissioner, out-of-state banks may be merged with or into Delaware banks to result in a Delaware state bank in the same manner as that prescribed in §§ 784, 788, 789, 790, 791 and 792 of this title and as prescribed in subsection (b) of this section; provided, that the action by a national bank shall be taken in the manner prescribed by and subject to limitations and requirements imposed by the laws of the United States, which shall also govern the rights of its dissenting stockholders; and further provided, that the action by an out-of-state state bank shall be taken in the manner prescribed by and subject to limitations and requirements imposed by the laws of the state under whose laws such out-of-state state bank is chartered, which shall also govern the rights of its dissenting stockholders.
(b) Following the approval of the merger agreement both in substance and form by the Commissioner, in the same manner as that prescribed in § 784 of this title, the procedure for a merger which is to result in a Delaware state bank and the legal effect of any such merger (except as regards the rights to payment for their shares of dissenting stockholders of any merging bank that is a Delaware state bank) and the manner of making and effecting the same shall be as prescribed in Chapter 1 of Title 8 for the merger or consolidation of domestic and foreign corporations.
70 Del. Laws, c. 112, §  15;
2023 Delaware Code › Title 5 - Banking › Chapter 7. CORPORATION LAW FOR STATE BANKS AND TRUST COMPANIES › Subchapter VII. Merger or Consolidation with Out-Of-State Banks › § 795E. Merger with resulting out-of-state national bank.

§ 795E. Merger with resulting out-of-state national bank.
(a) Existing Delaware banks may merge with or into out-of-state banks to form a resulting out-of-state national bank. The action to be taken by a merging existing Delaware bank that is a Delaware state bank and its rights and liabilities and those of its stockholders shall be the same as those prescribed for national banks at the time of the action by the laws of the United States and not by the laws of this State, except that a vote of the holders of two thirds of each class of voting stock of a Delaware state bank shall be required for the merger, and that upon the merger of a Delaware state bank into a resulting out-of-state national bank the rights of dissenting stockholders of the merging Delaware state bank shall be the same as those specified in § 788 of this title.
(b) Upon the completion of the merger of an existing Delaware bank that is a Delaware state bank into a resulting out-of-state national bank, the certificate and charter of any such merging Delaware state bank shall automatically terminate.
(c) A resulting out-of-state national bank shall be considered the same business and corporate entity as each merging bank with all the property, rights, powers, duties and obligations of each merging bank, except as affected by the federal law and by the charter and bylaws of the resulting bank.
70 Del. Laws, c. 112, §  15;
2023 Delaware Code › Title 5 - Banking › Chapter 7. CORPORATION LAW FOR STATE BANKS AND TRUST COMPANIES › Subchapter VII. Merger or Consolidation with Out-Of-State Banks › § 795F. Merger with resulting out-of-state state bank.

§ 795F. Merger with resulting out-of-state state bank.
(a) Existing Delaware banks may be merged with or into out-of-state banks to result in an out-of-state state bank; provided, that written approval by the State Bank Commissioner is required for any such merger of an existing Delaware bank that is a Delaware state bank, which shall be in the same manner as that prescribed in §§ 784, 788, 789, 790, 791 and 792 of this title and as prescribed in subsection (b) of this section; further provided, that the action by a national bank shall be taken in the manner prescribed by and subject to limitations and requirements imposed by the laws of the United States, which shall also govern the rights of its dissenting stockholders; and further provided, that the action by an out-of-state state bank shall be taken in the manner prescribed by and subject to limitations and requirements imposed by the laws of the state under whose laws such out-of-state state bank is chartered, which shall also govern the rights of its dissenting stockholders.
(b) Following the approval of the merger agreement both in substance and form by the Commissioner, in the same manner as that prescribed in § 784 of this title, the procedure for a merger involving a Delaware state bank which is to result in an out-of-state state bank and the legal effect of any such merger (except as regards the rights to payment for their shares of dissenting stockholders of any merging bank that is a Delaware state bank) and the manner of making and effecting the same shall be as prescribed in Chapter 1 of Title 8 for the merger or consolidation of domestic and foreign corporations.
70 Del. Laws, c. 112, §  15;
2023 Delaware Code › Title 5 - Banking › Chapter 7. CORPORATION LAW FOR STATE BANKS AND TRUST COMPANIES › Subchapter VII. Merger or Consolidation with Out-Of-State Banks › § 795G. Authority for emergency mergers.

§ 795G. Authority for emergency mergers.
Notwithstanding any other provision in this title, the Commissioner may approve the merger of a Delaware state bank with an out-of-state bank upon determining that the merging Delaware state bank is in default or in danger of default; provided, however, that the merging Delaware state bank has not been caused to be in default or in danger of default for the specific purpose of engaging in a merger pursuant to this section. For purposes of this section, the term “in danger of default” with respect to a Delaware state bank means that, in the opinion of the Commissioner, the Delaware state bank is not likely to be able to meet the demands of its depositors or pay its obligations in the normal course of business and there is no reasonable prospect that it will be able to meet such demands or pay such obligations without assistance, or the Delaware state bank has incurred or is likely to incur losses that will deplete all or substantially all of its capital and there is no reasonable prospect that its capital will be replenished without assistance. The procedure for an emergency merger in accordance with this section with a resulting Delaware national bank, Delaware state bank, out-of-state national bank or out-of-state state bank shall be the same as provided in §§ 795C, 795D, 795E and 795F of this subchapter, respectively.
70 Del. Laws, c. 112, §  15;
2023 Delaware Code › Title 5 - Banking › Chapter 7. CORPORATION LAW FOR STATE BANKS AND TRUST COMPANIES › Subchapter VII. Merger or Consolidation with Out-Of-State Banks › § 795H. Concentration limits; approval of Commissioner.

§ 795H. Concentration limits; approval of Commissioner.
The Commissioner may approve a merger, in accordance with §§ 795C, 795D, 795E, 795F and 795G of this title, even though the resulting bank (including all insured depository institutions, as defined in the Federal Deposit Insurance Act at 12 U.S.C. § 1813(c), which would be affiliates of the resulting bank), upon consummation of the transaction, would control 30 percent or more of the total amount of deposits of insured depository institutions in this State. In determining whether to approve a merger pursuant to this section, the Commissioner shall consider the convenience and needs of the public of this State.
70 Del. Laws, c. 112, §  15;
2023 Delaware Code › Title 5 - Banking › Chapter 7. CORPORATION LAW FOR STATE BANKS AND TRUST COMPANIES › Subchapter VII. Merger or Consolidation with Out-Of-State Banks › § 795I. Powers.

§ 795I. Powers.
(a) An out-of-state state bank which establishes and maintains one or more branch offices in this State under this subchapter may conduct any activities at such branch office or offices that are authorized under the laws of this State for Delaware state banks.
(b) A Delaware state bank may conduct any activities at any branch office outside this State that are permissible for a Delaware state bank, a bank chartered by the state where such branch office is located, or a branch office of any national bank located in the state where such branch office of the Delaware state bank is located.
70 Del. Laws, c. 112, §  15;  71 Del. Laws, c. 254, §  11;
2023 Delaware Code › Title 5 - Banking › Chapter 7. CORPORATION LAW FOR STATE BANKS AND TRUST COMPANIES › Subchapter VII. Merger or Consolidation with Out-Of-State Banks › § 795J. Examinations; periodic reports; cooperative agreements; regulations; fees.

§ 795J. Examinations; periodic reports; cooperative agreements; regulations; fees.
(a) The Commissioner may make such examinations of any branch office in this State of an out-of-state state bank as the Commissioner may deem necessary to determine whether such branch office is operating in compliance with the laws of this State and to ensure that the branch office is being operated in a safe and sound manner. The provisions of this title shall apply to such examinations.
(b) The Commissioner may require periodic reports regarding any out-of-state state bank that maintains a branch office in this State and from any bank holding company or savings and loan holding company that controls such out-of-state state bank, for the purpose of ensuring continuing compliance with the provisions of this title. Such reports shall be provided by such out-of-state state bank or by the regulatory authority having primary responsibility for such out-of-state state bank.
(c) The Commissioner may enter into cooperative agreements with the appropriate regulatory authorities for the periodic examination of any branch office in this State of an out-of-state state bank or of any branch office in another state of a Delaware state bank, and may accept reports of examination and other records from such authorities in lieu of conducting the Commissioner's own examination. The Commissioner may enter into joint actions with other regulatory authorities with respect to such branch offices or may take such actions independently to carry out the Commissioner's responsibilities to assure the safety and soundness of any bank or branch office in this State and to assure compliance with applicable Delaware banking laws.
(d) Each out-of-state state bank that maintains one or more branch offices in this State may be assessed and, if assessed, shall pay supervisory and examination fees in accordance with the laws of this State and regulations of the Commissioner.
70 Del. Laws, c. 112, §  15;  70 Del. Laws, c. 186, §  1;  71 Del. Laws, c. 25, §  20;
2023 Delaware Code › Title 5 - Banking › Chapter 7. CORPORATION LAW FOR STATE BANKS AND TRUST COMPANIES › Subchapter VII. Merger or Consolidation with Out-Of-State Banks › § 795K. Enforcement.

§ 795K. Enforcement.
If the Commissioner determines that a branch office maintained by an out-of-state state bank in this State is being operated in violation of any provision of the laws of this State, or that such branch office is being operated in an unsafe and unsound manner, the Commissioner shall have the authority to take all such enforcement actions as if the branch office were a Delaware state bank.
70 Del. Laws, c. 112, §  15;
2023 Delaware Code › Title 5 - Banking › Chapter 7. CORPORATION LAW FOR STATE BANKS AND TRUST COMPANIES › Subchapter VII. Merger or Consolidation with Out-Of-State Banks › § 795L. Regulations.

§ 795L. Regulations.
The Commissioner may promulgate regulations to carry out the Commissioner's responsibilities under this subchapter.
70 Del. Laws, c. 112, §  15;  70 Del. Laws, c. 186, §  1;
2023 Delaware Code › Title 5 - Banking › Chapter 7. CORPORATION LAW FOR STATE BANKS AND TRUST COMPANIES › Subchapter VII. Merger or Consolidation with Out-Of-State Banks › § 795M. Notice of subsequent merger, etc.

§ 795M. Notice of subsequent merger, etc.
An out-of-state state bank that maintains a branch office in this State established pursuant to this subchapter shall give at least 30 days prior written notice (or, in the case of an emergency transaction, such shorter notice as is consistent with applicable state and federal law) to the Commissioner of any merger or other transaction that would cause a change of control with respect to such out-of-state state bank or any bank holding company that controls such bank, with the result that an application would be required to be filed pursuant to the Change in Bank Control Act of 1978, as amended, 12 U.S.C. § 1817(j), or the Bank Holding Company Act of 1956, as amended, 12 U.S.C. § 1841 et seq., or any successor statutes thereto.
70 Del. Laws, c. 112, §  15;
2023 Delaware Code › Title 5 - Banking › Chapter 7. CORPORATION LAW FOR STATE BANKS AND TRUST COMPANIES › Subchapter VII. Merger or Consolidation with Out-Of-State Banks › § 795N. Other mergers or consolidations with out-of-state banks not permitted.

§ 795N. Other mergers or consolidations with out-of-state banks not permitted.
Except as otherwise provided in this subchapter or by applicable law of the United States, no Delaware bank may merge with or into any out-of-state bank and retain any branch office in this State or otherwise continue to conduct a banking business in this State.
70 Del. Laws, c. 112, §  15;  71 Del. Laws, c. 19, §  35;
2023 Delaware Code › Title 5 - Banking › Chapter 7. CORPORATION LAW FOR STATE BANKS AND TRUST COMPANIES › Subchapter VIII. Bank Agencies › § 796. Definitions.

§ 796. Definitions.
As used in this subchapter:
(1) “Affiliate” has the meaning specified in § 2(k) of the Bank Holding Company Act of 1956, as amended, 12 U.S.C. § 1841(k).
(2) “Branch office” has the meaning specified in § 770 of this chapter and also includes a foreign branch office as specified in § 771 of this chapter.
(3) “Insured depository institution” has the meaning specified in 12 U.S.C. § 1813(c).
70 Del. Laws, c. 112, §  16;  71 Del. Laws, c. 254, §  12;
2023 Delaware Code › Title 5 - Banking › Chapter 7. CORPORATION LAW FOR STATE BANKS AND TRUST COMPANIES › Subchapter VIII. Bank Agencies › § 796B. Regulations.

§ 796B. Regulations.
The Commissioner may promulgate regulations to carry out the responsibilities under this subchapter.
70 Del. Laws, c. 112, §  16;  70 Del. Laws, c. 186, §  1;
2023 Delaware Code › Title 5 - Banking › Chapter 8. ACQUISITION OF INTERESTS IN BANKING INSTITUTIONS; BANK HOLDING COMPANIES › Subchapter I. Acquisition of Stock in New Banks in Delaware before September 29, 1995 › § 801. Definitions.

§ 801. Definitions.
As used in this subchapter:
(1) “Bank” means a bank or trust company created under this title or a national banking association created under the National Bank Act (12 U.S.C. § 21 et seq.) after February 18, 1981.
(2) “Out-of-state bank holding company” has the meaning specified in the Bank Holding Company Act of 1956, as amended (12 U.S.C. § 1841 et seq.).
(3) “Commissioner” means the State Bank Commissioner of the State of Delaware.
(4) “Divest” means to transfer all interest, legal or equitable, to a person or other entity in which the transferor has no interest, direct or indirect, or which has no interest, direct or indirect, in the transferor.
(5) “Located in this State” means, with respect to state-chartered banks, banks created under the law of this State and, with respect to national banking associations, banks whose organization certificate identifies an address in this State as the place at which its discount and deposit operations are to be carried out.
(6) “Subsidiary” means, with respect to an out-of-state bank holding company:
a. Any company 25% or more of whose voting shares is directly or indirectly owned or controlled by such bank holding company, or is held by it with power to vote; or
b. Any company the election of a majority of whose directors is controlled in any manner by such bank holding company.
63 Del. Laws, c. 2, §  2;  63 Del. Laws, c. 186, §§  3, 4;  68 Del. Laws, c. 303, §  15;  70 Del. Laws, c. 112, §  18;
2023 Delaware Code › Title 5 - Banking › Chapter 8. ACQUISITION OF INTERESTS IN BANKING INSTITUTIONS; BANK HOLDING COMPANIES › Subchapter I. Acquisition of Stock in New Banks in Delaware before September 29, 1995 › § 802. Scope; construction.

§ 802. Scope; construction.
This subchapter deals with conditions under which out-of-state bank holding companies or subsidiaries thereof may acquire and hold shares of voting stock in banks located in this State before September 29, 1995; it shall not be construed to limit the powers granted to any bank in this State to conduct its business.
63 Del. Laws, c. 2, §  2;  63 Del. Laws, c. 186, §§  3, 4;  70 Del. Laws, c. 112, §  19;
2023 Delaware Code › Title 5 - Banking › Chapter 8. ACQUISITION OF INTERESTS IN BANKING INSTITUTIONS; BANK HOLDING COMPANIES › Subchapter I. Acquisition of Stock in New Banks in Delaware before September 29, 1995 › § 804. Application; approval by Commissioner.

§ 804. Application; approval by Commissioner.
(a) Any out-of-state bank holding company or subsidiary thereof proposing an acquisition pursuant to § 803 of this title before September 29, 1995 shall file an application with the Commissioner for approval to make such acquisition. Such application shall contain such information as the Commissioner may by regulation require, and shall specifically acknowledge applicant's agreement to be bound by the conditions set forth in § 803 of this title. In addition, such application shall designate a resident of this State as applicant's agent for the service of any paper, notice or legal process upon applicant in connection with matters arising out of this subchapter and shall be accompanied by a filing fee in the amount of $5,750 for the use of the State.
(b) In determining whether to approve an acquisition by an out-of-state bank holding company or any subsidiary thereof of any voting stock of a bank located in this State, the Commissioner shall consider:
(1) The financial and managerial resources of the out-of-state bank holding company or its subsidiary;
(2) The future prospects of the out-of-state bank holding company and the bank whose assets or shares it will acquire or its subsidiary;
(3) The financial history of the out-of-state bank holding company or its subsidiary;
(4) Whether such acquisition or holding may result in undue concentration of resources or substantial lessening of competition in this State; and
(5) The convenience and needs of the public of this State.
(c) No application shall be filed pursuant to this section on or after September 29, 1995.
63 Del. Laws, c. 2, §  2;  63 Del. Laws, c. 186, §§  3, 4;  68 Del. Laws, c. 303, §  16;  70 Del. Laws, c. 112, §§  23, 24;
2023 Delaware Code › Title 5 - Banking › Chapter 8. ACQUISITION OF INTERESTS IN BANKING INSTITUTIONS; BANK HOLDING COMPANIES › Subchapter I. Acquisition of Stock in New Banks in Delaware before September 29, 1995 › § 805. Reports.

§ 805. Reports.
An out-of-state bank holding company that directly or indirectly, through any subsidiary, acquires and holds voting stock of a bank pursuant to this subchapter shall file with the Commissioner upon the Commissioner's request copies of all regular and periodic reports which such bank holding company is required to file under § 13 or § 15(d) of the Securities and Exchange Act of 1934, as amended [15 U.S.C. § 78m or § 78o(d)], but excluding any portions not available to the public.
63 Del. Laws, c. 2, §  2;  63 Del. Laws, c. 186, §§  3, 4;  70 Del. Laws, c. 112, §  25;
2023 Delaware Code › Title 5 - Banking › Chapter 8. ACQUISITION OF INTERESTS IN BANKING INSTITUTIONS; BANK HOLDING COMPANIES › Subchapter I. Acquisition of Stock in New Banks in Delaware before September 29, 1995 › § 806. Rules; regulations; orders.

§ 806. Rules; regulations; orders.
The Commissioner may adopt rules and regulations and issue orders under this subchapter including, but not limited to, rules, regulations and orders for the following purposes:
(1) To prescribe information or forms required in connection with an application pursuant to § 804(a) of this title;
(2) To establish procedures in connection with approvals pursuant to § 804(b) of this title and the filing of required reports pursuant to § 805 of this title;
(3) To issue orders under § 807 of this title and establish procedures governing such issuances.
63 Del. Laws, c. 2, §  2;  63 Del. Laws, c. 186, §§  3, 4;  70 Del. Laws, c. 112, §  26;
2023 Delaware Code › Title 5 - Banking › Chapter 8. ACQUISITION OF INTERESTS IN BANKING INSTITUTIONS; BANK HOLDING COMPANIES › Subchapter I. Acquisition of Stock in New Banks in Delaware before September 29, 1995 › § 807. Divestiture.

§ 807. Divestiture.
(a) Upon the Commissioner's determination that any out-of-state bank holding company or subsidiary thereof is holding stock in a bank located in this State in violation of the conditions set forth in § 803 of this title or of its agreement pursuant to § 804(a) of this title the Commissioner may order such out-of-state holding company or subsidiary thereof to take steps to remedy such violation by a date certain.
(b) The Commissioner shall have the authority to order an out-of-state bank holding company or subsidiary thereof to divest any shares of a bank that it has acquired under this subchapter upon the Commissioner's determination that such holding company or subsidiary continues to own shares of stock of a bank located in this State in violation of the conditions contained in § 803 of this title or of its agreement pursuant to § 804(a) of this title after the date fixed for compliance by any order issued under subsection (a) of this section.
(c) An out-of-state bank holding company or subsidiary thereof shall divest any shares of a bank that it has acquired under this subchapter within 2 years of the date an order issued under subsection (b) of this section becomes final and subject to no further judicial review; provided that the Commissioner may extend such 2-year period for a further period or periods upon the Commissioner's determination that such an extension would not be detrimental to the public interest.
(d) The Court of Chancery of the State will have exclusive original jurisdiction of any judicial review of an order issued under subsection (b) of this section, any other provision of law notwithstanding. Such review may be sought by the out-of-state bank holding company or subsidiary thereof that is the subject of such divestiture order at any time within 1 year of the date of such order. Review of a divestiture order shall be de novo and such order will be specifically enforced by the Court of Chancery upon a final determination that, at the time of its issuance, the divestiture order was valid in all respects. An order issued under subsection (a) of this section shall not be subject to judicial review.
63 Del. Laws, c. 2, §  2;  63 Del. Laws, c. 186, §§  3, 4;  70 Del. Laws, c. 186, §  1;
2023 Delaware Code › Title 5 - Banking › Chapter 8. ACQUISITION OF INTERESTS IN BANKING INSTITUTIONS; BANK HOLDING COMPANIES › Subchapter II. Acquisition of Stock and Assets of, and Interests in, Banks to Which the State Has Provided Financial Assistance and Obtained an Ownership Interest › § 821. Definitions.

§ 821. Definitions.
As used in this subchapter:
(1) “State assisted bank” means a bank which the State has, in order to relieve financial distress determined to exist by the State Bank Commissioner, assisted by means of a grant, loan, asset purchase or deposit made pursuant to a plan or agreement if:
a. The State owns an equity interest in the bank which the State obtained pursuant to the plan or agreement; and
b. Such equity interest together with any equity interest previously obtained and still held by the State aggregates not less than 25% of the voting rights of all holders of stock or other voting rights.
(2) “Bank” means a bank or trust company existing under the laws of the State, or a national banking association existing under the National Bank Act, as amended (12 U.S.C. § 21 et seq.), whose main office is in this State.
(3) “Out-of-state bank holding company” means an out-of-state bank holding company as defined in § 801(2) of this title.
(4) “Subsidiary” means a subsidiary as defined in § 801(6) of this title.
63 Del. Laws, c. 186, §  6;
2023 Delaware Code › Title 5 - Banking › Chapter 8. ACQUISITION OF INTERESTS IN BANKING INSTITUTIONS; BANK HOLDING COMPANIES › Subchapter II. Acquisition of Stock and Assets of, and Interests in, Banks to Which the State Has Provided Financial Assistance and Obtained an Ownership Interest › § 822. Purpose; findings.

§ 822. Purpose; findings.
The purpose of this subchapter is to permit the acquisition by an out-of-state bank holding company, or a subsidiary thereof, of any voting shares of, interest in, or all or substantially all of the assets of, a state assisted bank, notwithstanding any other provision of state law. The General Assembly of the State hereby finds that it is in the interest of the State that the State have the ability to divest its interest in a state assisted bank to an out-of-state bank holding company, and that such ability does not exist unless legislation of the State, as presently required under § 3(d) of the federal Bank Holding Company Act of 1956, as amended (12 U.S.C. § 1842(d)), permits out-of-state bank holding companies or their subsidiaries to acquire a state assisted bank.
63 Del. Laws, c. 186, §  6;
2023 Delaware Code › Title 5 - Banking › Chapter 8. ACQUISITION OF INTERESTS IN BANKING INSTITUTIONS; BANK HOLDING COMPANIES › Subchapter II. Acquisition of Stock and Assets of, and Interests in, Banks to Which the State Has Provided Financial Assistance and Obtained an Ownership Interest › § 823. Authorized acquisitions.

§ 823. Authorized acquisitions.
Pursuant to the present requirement of 12 U.S.C. § 1842(d) and notwithstanding any other provision of state law, any out-of-state bank holding company, or any subsidiary thereof, may acquire pursuant to this subchapter, and it and any successor thereto by merger, consolidation or other corporate reorganization may retain and hold, voting shares of, interest in, or all or substantially all of the assets of a state assisted bank and any successor thereto. Such acquisition, retention and holding of voting shares of, interest in, or all or substantially all of the assets of a state assisted bank shall not be construed to limit in any manner the franchise powers or privileges of such bank to conduct its business; provided, however, that this section does not authorize:
(1) The establishment in this State of branch offices of a banking subsidiary of an out-of-state bank holding company making an acquisition pursuant to this section if such banking subsidiary does not have its principal place of business in this State; or (2) the acquisition by a bank acquired pursuant to this section of a bank engaged in business in this State (other than one organized under subchapter I of this chapter) by merger, consolidation or purchase of all or substantially all of its assets, or more than 10% of its voting shares. The limitation in clause (1) of this section applies at any time when the combined effect of federal and state law is to prohibit such establishment in this State of branch offices by a bank controlled by an out-of-state bank holding company and the limitation in clause (2) of this section applies at any time when the combined effect of federal and state law is to prohibit the acquisition in the manner described in clause (2) above of a bank engaged in business in this State by a bank controlled by an out-of-state bank holding company.
63 Del. Laws, c. 186, §  6;
2023 Delaware Code › Title 5 - Banking › Chapter 8. ACQUISITION OF INTERESTS IN BANKING INSTITUTIONS; BANK HOLDING COMPANIES › Subchapter II. Acquisition of Stock and Assets of, and Interests in, Banks to Which the State Has Provided Financial Assistance and Obtained an Ownership Interest › § 824. Application for approval of acquisition.

§ 824. Application for approval of acquisition.
(a) An out-of-state bank holding company or subsidiary thereof proposing an acquisition pursuant to § 823 of this title shall file an application with the Commissioner for approval to make such acquisition either pursuant to § 751 or § 781 et seq. of this title, as the case may be, if applicable.
(b) If no application under § 751 or § 781 et seq. of this title is required for such acquisition, then an application under this subsection shall be filed with the Commissioner for his or her consent to the acquisition. Such application shall contain such information as the Commissioner may require by regulation. Such application shall designate a resident of this State as applicant's agent for the service of any paper, notice or legal process upon the applicant in connection with matters arising out of this subchapter. The Commissioner may shorten or modify the normal application procedures required for any acquisition authorized by this subchapter where the circumstances involving the state assisted bank indicate that delay in approving the acquisition may be detrimental to such bank.
(c) In determining whether to approve an acquisition by an out-of-state bank holding company or any subsidiary thereof pursuant to this subchapter, the Commissioner shall consider:
(1) The financial and managerial resources of the out-of-state bank holding company or its subsidiary;
(2) The future prospects of the out-of-state bank holding company and the state assisted bank or its subsidiary whose assets, interest in or shares it will acquire;
(3) The financial history of the out-of-state bank holding company or its subsidiary;
(4) Whether such acquisition or holding may result in undue concentration of resources or substantial lessening of competition in this State;
(5) The convenience and needs of the public of this State; and
(6) Whether such acquisition or holding will strengthen the financial condition of the state assisted bank.
63 Del. Laws, c. 186, §  6;  70 Del. Laws, c. 186, §  1;
2023 Delaware Code › Title 5 - Banking › Chapter 8. ACQUISITION OF INTERESTS IN BANKING INSTITUTIONS; BANK HOLDING COMPANIES › Subchapter II. Acquisition of Stock and Assets of, and Interests in, Banks to Which the State Has Provided Financial Assistance and Obtained an Ownership Interest › § 825. Required reports.

§ 825. Required reports.
An out-of-state bank holding company that directly or indirectly through any subsidiary acquires, retains and holds voting stock of a bank pursuant to this subchapter shall file with the Commissioner upon the Commissioner's request either:
(1) Copies of all regular and periodic reports which such bank holding company is required to file under § 13 or § 15(d) of the Securities Exchange Act of 1934, as amended [15 U.S.C. § 78m or § 78o(d)], but excluding any portions not available to the public; or (2) In the case of a bank holding company which is not required to file such reports, such periodic reports as the Commissioner may require by regulation.
63 Del. Laws, c. 186, §  6;  70 Del. Laws, c. 112, §  27;
2023 Delaware Code › Title 5 - Banking › Chapter 8. ACQUISITION OF INTERESTS IN BANKING INSTITUTIONS; BANK HOLDING COMPANIES › Subchapter II. Acquisition of Stock and Assets of, and Interests in, Banks to Which the State Has Provided Financial Assistance and Obtained an Ownership Interest › § 826. Rules, regulations and orders.

§ 826. Rules, regulations and orders.
The Commissioner may adopt rules and regulations and issue orders under this subchapter for the following purposes:
(1) To prescribe information or forms required in connection with an application pursuant to § 824 of this title;
(2) To establish procedures in connection with approvals pursuant to § 824 of this title and the filing of required reports pursuant to § 825 of this title.
63 Del. Laws, c. 186, §  6;
2023 Delaware Code › Title 5 - Banking › Chapter 8. ACQUISITION OF INTERESTS IN BANKING INSTITUTIONS; BANK HOLDING COMPANIES › Subchapter III. Acquisition of Delaware Savings Banks › § 832. Acquisition authority.

§ 832. Acquisition authority.
(a) An out-of-state savings institution, out-of-state savings and loan holding company or out-of-state bank holding company, or any subsidiary of the foregoing, may acquire or retain ownership or control of a Delaware savings bank or a Delaware savings and loan holding company; provided, that the out-of-state savings institution, out-of-state savings and loan holding company or out-of-state bank holding company, or any subsidiary of the foregoing, makes application under and at all times complies with all regulations, decrees, cooperative agreements and orders duly promulgated by the Commissioner with respect to both the implementation of this subchapter generally, and the operations of such out-of-state savings institution, out-of-state savings and loan holding company or out-of-state bank holding company and the Delaware savings bank that it acquires specifically.
(b) The Commissioner may approve an acquisition, in accordance with subsection (a) of this section, even though the out-of-state savings institution, out-of-state savings and loan holding company or out-of-state bank holding company, or any subsidiary of the foregoing, that acquires a Delaware savings bank or a Delaware savings and loan holding company, would control, together with any affiliated insured depository institution (as defined in the Federal Deposit Insurance Act at 12 U.S.C. § 1813(c)), 30 percent or more of the total amount of deposits of insured depository institutions in this State. In determining whether to approve an acquisition pursuant to this subsection, the Commissioner shall consider the convenience and needs of the public of this State.
(c) Except as otherwise provided in this title or by applicable law of the United States, no out-of-state savings institution, out-of-state savings and loan holding company or out-of-state bank holding company, or any subsidiary of the foregoing, may acquire or retain ownership or control of a Delaware savings bank or a Delaware savings and loan holding company.
66 Del. Laws, c. 33, §  3;  70 Del. Laws, c. 327, §  21;  71 Del. Laws, c. 25, §§  22-24;
2023 Delaware Code › Title 5 - Banking › Chapter 8. ACQUISITION OF INTERESTS IN BANKING INSTITUTIONS; BANK HOLDING COMPANIES › Subchapter III. Acquisition of Delaware Savings Banks › § 835. Divestiture.

§ 835. Divestiture.
Upon the Commissioner's determination that an out-of-state savings institution, out-of-state savings and loan holding company or out-of-state bank holding company is in violation of the requirements of this subchapter, or any order, regulation, ruling, cooperative agreement or decree issued or entered into by the Commissioner, or any order of any court of competent jurisdiction, or otherwise operating a Delaware savings bank in an unsafe and unsound manner, then the Commissioner shall have the authority to order such out-of-state savings institution, out-of-state savings and loan holding company or out-of-state bank holding company, or any subsidiary of the foregoing, to remedy such violation by a date certain, or to cease and desist from operating in an unsafe and unsound manner, in default of which the Commissioner shall have the authority to order such out-of-state savings institution, out-of-state savings and loan holding company or out-of-state bank holding company, or any subsidiary of the foregoing, to divest itself of any shares or assets of any Delaware savings bank which it has acquired under this subchapter. The procedure governing such divestiture, and the authority of the Commissioner to enforce an order directing the same against an out-of-state savings institution, out-of-state savings and loan holding company or out-of-state bank holding company shall be the same as provided in relation to an out-of-state bank holding company in § 807(b) through (d) of this title.
66 Del. Laws, c. 33, §  3;  70 Del. Laws, c. 186, §  1;  70 Del. Laws, c. 327, §  23;  71 Del. Laws, c. 25, §  30;