2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 711 - Merger; Conversion; Share Exchange; Acquisition; Liquidation; Insolvency › Section 711.170 - Sale of assets and transfer of liabilities by Oregon bank; approval of director and board of directors; fee; appeal.

(1) Subject to the provisions set forth in this section and ORS 713.270, an Oregon bank may sell all or any portion of its assets or transfer all or any portion of its liabilities, other than deposit liabilities, to any person and may transfer all or any portion of its deposit liabilities to any insured institution.
(2) An Oregon bank may sell all or substantially all of its assets outside the ordinary course of business, transfer all or substantially all the deposit liabilities of any of its branches or principal place of business, or both, only with the prior written approval of the Director of the Department of Consumer and Business Services.
(3) An acquisition transaction agreement shall be approved by a majority of the entire board of directors of each Oregon bank that:
(a) Is selling assets or transferring deposit liabilities, or both, requiring approval of the director under subsection (2) of this section; or
(b) Is acquiring all or substantially all of the assets outside the ordinary course of business, all or substantially all of the deposit liabilities, or both, of another insured institution.
(4) After approval of the acquisition transaction agreement by the board of directors of each Oregon bank that is subject to subsection (3) of this section, the following shall be submitted to the director, if required under subsection (2) of this section, for approval:
(a) A copy of the acquisition transaction agreement, which shall contain the terms of conditions of the acquisition transaction;
(b) A nonrefundable application fee of $3,000;
(c) Certified copies of the authorizing resolutions of the board of directors of each such Oregon bank showing approval of the acquisition transaction agreement in accordance with subsection (3) of this section; and
(d) Such other information as the director may require.
(5) If an Oregon stock bank proposes to transfer all or substantially all of its assets outside the ordinary course of business, all or substantially all of its deposit liabilities, or both, such Oregon stock bank shall send to each of its stockholders, within 30 days after approval by its board of directors, notice of the acquisition transaction and a copy of ORS 711.175, 711.180 and 711.185. To be effective, each Oregon stock bank that proposes to transfer all or substantially all of its assets outside the ordinary course of business, all or substantially all of its deposit liabilities, or both, shall have such acquisition transaction approved by a vote of two-thirds of the outstanding stock of each class of voting shares at a meeting called to consider the acquisition transaction.
(6) Within 90 days after approval of the board of directors of each Oregon nonstock bank that proposes to transfer all or substantially all of its assets outside the ordinary course of business, all or substantially all of its deposit liabilities, or both, each such Oregon nonstock bank shall send notice of the acquisition transaction to the household of each depositor of each such Oregon nonstock bank. Such notice shall include at least the name of the acquiring person or insured institution, the address of the head office of such person or insured institution, and a statement that all or substantially all of the assets, deposit liabilities, or both, will be acquired. Such notice may be included in any account statement sent to such depositors.
(7) The director shall approve an acquisition transaction that is subject to subsection (2) of this section if the director finds that the acquisition transaction:
(a) Conforms with the provisions of the Bank Act;
(b) Will not be detrimental to the safety and soundness of an Oregon bank that is a party to such an acquisition transaction;
(c) Is not contrary to the public interest; and
(d) If the acquiring person or insured institution is not an Oregon bank, the director is satisfied that the acquisition transaction is permitted by the supervisory authority, if any, having jurisdiction over the acquiring person or insured institution.
(8) If the director disapproves an acquisition transaction that is subject to subsection (2) of this section, the director shall state any objections in writing and give the parties to the acquisition transaction an opportunity to take actions to obviate the objections.
(9) Any party to an acquisition transaction agreement may appeal the decision of the director as provided in ORS 183.415 to 183.500. [1997 c.631 §279]