Texas Administrative Code › Title 7 - BANKING AND SECURITIES › Part 2 - TEXAS DEPARTMENT OF BANKING › Chapter 15 - CORPORATE ACTIVITIES › Subchapter F - APPLICATIONS FOR MERGER, CONVERSION, AND PURCHASE OR SALE OF ASSETS › Section 15.107 - Notice of Merger, Reorganization, or Conversion of a State Bank into Another Form of Financial Institution

Current through Reg. 49, No. 28; July 12, 2024
(a) Scope. This section governs notice of the
				  merger, reorganization, or conversion of a state bank into another form of
				  financial institution pursuant to the Finance Code, §
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				  32.501 and §
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				  32.304.
(b) Form of notice. A state bank does not
				  cease to be subject to the jurisdiction of the banking commissioner until the
				  banking commissioner is given written notice of intent to merge, reorganize, or
				  convert before the 31st day preceding the date of the proposed transaction and
				  the merger, reorganization, or conversion has otherwise become effective. The
				  notice must, except to the extent waived by the banking commissioner, include:
(1) a summary of the proposed
				  transaction;
(2) a copy of all
				  agreements or other documentation related to the proposed transaction executed
				  by an authorized representative of the applicant and other parties, if
				  any;
(3) a copy of each filing
				  regarding the proposed transaction that is required by another governmental
				  authority, complete with all related attachments, exhibits, and
				  correspondence;
(4) a certified
				  copy of those portions of the minutes of board meetings and shareholder or
				  participant meetings at which action was taken regarding approval of the
				  merger, reorganization, or conversion, or a certificate of an officer verifying
				  the action taken by the board of directors and the shareholders or participants
				  approving the merger, reorganization, or conversion;
(5) Opinion of legal counsel. An opinion of
				  legal counsel that conforms with the requirements of §
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				  15.109 of this title (relating to Opinion of
				  Legal Counsel), concluding:
(A) the merger,
				  reorganization, or conversion of the state bank has been duly authorized by its
				  board and shareholders or participants in accordance with the Finance Code,
				  §
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				  32.501(b), and the Texas
				  Business Organizations Code;
(B)
				  all deposit and other liabilities of the state bank will be discharged or
				  otherwise retained by the successor financial institution; and
(C) all conditions with respect to the
				  merger, reorganization, or conversion imposed by the banking commissioner have
				  been satisfied or otherwise resolved or, to the best knowledge of legal
				  counsel, no conditions have been imposed;
(6) a publisher's certificate showing
				  publication of notice as required by subsection (c) of this section;
(7) an explanation of compliance with the
				  provisions of the Texas Business Organizations Code relating to rights of
				  dissenting shareholders or participants; and
(8) in addition to all other requirements of
				  this subsection, with respect to an interstate merger transaction:
(A) any additional opinions and information
				  the applicant, by contacting the department, determines the banking
				  commissioner requires; and
(B)
				  information regarding applicable host state law and evidence of compliance with
				  the law.