2023 Nevada Revised Statutes › Chapter 666 - Major Organizational Changes; Bank Holding Companies; Interstate Banking › NRS 666.015 - Nevada depository institution: Merger or consolidation with or transfer of assets and liabilities to similar institution, out-of-state depository institution or out-of-state holding company; regulations.

1. With the approval of the Commissioner, a Nevada depository institution may merge or consolidate with, or transfer its assets and liabilities to, another Nevada depository institution, an out-of-state depository institution or an out-of-state holding company.
2. An application filed with the Commissioner for approval of the merger, consolidation or transfer must be on a form prescribed by the Commissioner and must include:
(a) A nonrefundable fee of not more than $6,000 for the application. The depository institution must also pay such additional expenses incurred in the process of investigation as the Commissioner deems necessary. All money received by the Commissioner pursuant to this section must be placed in the Investigative Account created by NRS 232.545.
(b) Certified copies of the resolutions adopted by the directors and stockholders or the managers and members of the depository institution or the stockholders of the holding company regarding the merger, consolidation or transfer. The minutes of the proceedings conducted by the stockholders or members of each depository institution or the stockholders of each holding company and the resolutions adopted by them, if any, must set forth that holders of at least a majority of the stock or members’ interests voted in the affirmative on the proposition of merger, consolidation or transfer. The resolutions must also contain or have attached thereto a complete copy of the plan of merger.
(c) Information which the Commissioner requires to make the findings specified in subsection 7.
3. When a completed application has been filed, the Commissioner shall conduct an investigation of each depository institution to determine:
(a) Whether the interests of the depositors, creditors and stockholders or members of each depository institution are protected.
(b) That the merger, consolidation or transfer is in the public interest.
(c) That the merger, consolidation or transfer is made for legitimate purposes.
(d) Whether each depository institution has a good record of compliance with the Community Reinvestment Act of 1977, 12 U.S.C. §§ 2901 to 2905, inclusive.
4. The Commissioner’s approval or rejection of the merger, consolidation or transfer must be based upon the Commissioner’s investigation. The expense of the investigation must be paid by the depository institutions.
5. Notice of the merger, consolidation or transfer must be published once each week for 4 consecutive weeks, before or after the merger, consolidation or transfer is effective at the discretion of the Commissioner, in a newspaper published in a city, town or county in which each of the depository institutions is located, and a certified copy of the notice must be filed with the Commissioner.
6. The Commissioner shall issue a written decision within 60 days after receiving a completed application. The Commissioner may approve the application subject to any terms and conditions which the Commissioner considers necessary to protect the public interest.
7. The Commissioner shall disapprove an application if the Commissioner finds that:
(a) The proposed transaction would be detrimental to the safety and soundness of the applicant, to any institution which is a party to the transaction or to a subsidiary or affiliate of any such institution;
(b) The applicant or its executive officers, directors, managers, principal stockholders or members have not established a record of sound performance, efficient management, financial responsibility and integrity so that it would be against the interest of the depositors, other customers, creditors, stockholders or members of an institution, or the general public to authorize the proposed transaction;
(c) The financial condition of the applicant or any other institution which is a participant in the proposed transactions might jeopardize the financial stability of the applicant or other institution, or prejudice the interests of depositors or other customers of the applicant or other institutions;
(d) The consummation of the proposed transaction will tend to lessen competition substantially, unless the Commissioner finds that the anticompetitive effects of the proposed transaction are clearly outweighed by the benefit of accommodating the convenience and needs of the relevant market to be served; or
(e) The applicant has not established a record of meeting the needs for credit of the communities which it or its subsidiary depository institution serves.
8. If a merger, consolidation or transfer is approved pursuant to this section, the property and liabilities of the constituent depository institutions must be treated in the manner prescribed in NRS 92A.250.
9. A Nevada depository institution authorized pursuant to this section to merge or consolidate with, or transfer its assets and liabilities to, an out-of-state depository institution or an out-of-state holding company shall comply with the laws of all states in which it is authorized to operate.
10. The Commissioner shall adopt regulations establishing the amount of the application fee required pursuant to this section.
(Added to NRS by 1971, 998; A 1983, 1750; 1987, 1925; 1995, 491, 1556; 1997, 996; 2005, 1845)