2023 Illinois Compiled Statutes › Chapter 205 - FINANCIAL REGULATION › 205 ILCS 620/ - Corporate Fiduciary Act. › Article III - Mergers, Change of Control, Successor Trustee

(205 ILCS 620/Art. III heading)
ARTICLE III.  
		MERGERS, CHANGE OF CONTROL, SUCCESSOR TRUSTEE
(205 ILCS 620/3-1) (from Ch. 17, par. 1553-1)
Sec. 3-1. 
		Merger. 
		The merger procedure required of a trust company
where there is to
be a resulting trust company by consolidation or merger shall be:
(1) The board of directors of each party to the merger shall, by a
majority of the entire board, approve a merger agreement which shall contain:
(a) The name of each party to the merger and its     location and a list of each merging party's stockholders as of the date of the merger agreement;
(b) With respect to the resulting trust company (i)     its name and place of business; (ii) the amount of capital, surplus and reserve for operating expenses; (iii) the classes and the number of shares of stock and the par value of each share; (iv) the designation of the continuing trust company and the charter which is to be the charter of the resulting trust company, together with the amendments to the continuing charter and to the continuing by-laws; and (v) a detailed financial statement showing the assets and liabilities after the proposed merger or consolidation;
(c) Provisions stating the method, terms and     conditions of carrying the merger into effect, including the manner of converting the shares of the merging parties into the cash, shares of stock or other securities of any corporation or other property, or any combination of the foregoing, stated in the merger agreement as to be received by the stockholders of each merging party;
(d) A statement that the agreement is subject to     approval by the Commissioner and by the stockholders of each party to the merger and that whether approved or disapproved, the parties to the merger will pay the Commissioner's expenses of examination;
(e) Provisions governing the manner of disposing of     the shares of the resulting trust company not taken by the dissenting stockholders of the parties to the merger; and
(f) Such other provisions as the Commissioner may     reasonably require to enable him to discharge his duties with respect to the merger.
(2) After approval by the board of directors of each party to the merger, the
merger agreement shall be submitted to the Commissioner for approval, together
with certified copies of the authorizing resolutions of each board of directors
showing approval by a majority of the entire board of each party to the
merger.
(3) After receipt by the Commissioner of the papers specified in paragraph
(2), he shall approve or disapprove the merger agreement.  The Commissioner
shall not approve the merger agreement unless he shall be of the opinion and
shall find:
(a) That the resulting trust company meets the     requirements of this Act for the formation of a new trust company at the proposed place of business of the resulting trust company;
(b) That the same matters exist in respect of the     resulting trust company which would have been required under Section 2-6 of this Act for the organization of a new trust company.
If the Commissioner disapproves an agreement, he shall state his objection
and give an opportunity to the parties to the merger to amend the merger
agreement to obviate such objections.
(Source: P.A. 92-483, eff. 8-23-01.)
(205 ILCS 620/3-2) (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.)
(205 ILCS 620/3-3) (from Ch. 17, par. 1553-3)
Sec. 3-3. 
		Successor trustee.
(a) If any corporate fiduciary merges into, or
becomes consolidated with, another corporate fiduciary qualified
to administer trusts or is succeeded in its trust business by any
corporate fiduciary by purchase or otherwise; or if a bank
holding company causes a subsidiary, qualified to administer
trusts, to succeed to part or all of the trust business of any
other subsidiary of the same bank holding company, the surviving,
consolidated, successor corporate fiduciary or subsidiary shall
become successor fiduciary in place of such predecessor corporate
fiduciary, unless expressly prohibited by the provisions of the trust
instrument, with all the rights, powers and duties which were
granted to or imposed on such predecessor corporate fiduciary.
(b) (Blank).
(c) Notwithstanding any other provision of law, a corporate fiduciary may
delegate to any of its affiliates qualified to administer trusts any or
all fiduciary duties, actions or decisions, discretionary or otherwise, and the
delegating corporate fiduciary shall not be required to review any delegated
actions or decisions taken by the affiliate.  The term "affiliate" means any
state bank, any state savings bank, any state savings and loan association,
any national bank, any trust company, or any other corporation,
which is qualified to act as a fiduciary in this or any other
state and which is a member of the same affiliated group (within
the meaning of Section 1504 of the Internal Revenue Code of 1986, as amended).
(Source: P.A. 90-14, eff. 7-1-97; 91-97, eff. 7-9-99.)