Texas Administrative Code › Title 7 - BANKING AND SECURITIES › Part 2 - TEXAS DEPARTMENT OF BANKING › Chapter 21 - TRUST COMPANY CORPORATE ACTIVITIES › Subchapter F - APPLICATION FOR MERGER, CONVERSION, OR SALE OF ASSETS › Section 21.67 - Notice of Merger, Reorganization, or Conversion of a Trust Company Into Another Fiduciary Institution

Current through Reg. 49, No. 28; July 12, 2024
(a) Scope. This
				  section governs notice of the merger, reorganization, or conversion of a trust
				  company into another form of fiduciary institution in a manner that results in
				  extinguishment of the trust company charter, pursuant to Finance Code, §
										RSA
				  182.501, or other applicable law.
(b) Form of notice. A trust company 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 into another form of fiduciary institution 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 the following information:
(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 to be filed with other
				  state or federal regulatory agencies, complete with all related attachments,
				  exhibits, and correspondence;
(4) a
				  certified copy of the relevant portions of the minutes of board meetings and
				  shareholder or participant meetings (or their equivalent) at which action was
				  taken regarding approval of the transaction, 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 §
											RSA
				  21.68 of this title (relating to Opinion of
				  Legal Counsel), concluding the following:
(A)
				  the merger, reorganization, or conversion of the trust company has been duly
				  authorized by its board and shareholders or participants in accordance with the
				  Texas Business Corporation Act;
(B)
				  all liabilities of the trust company will be discharged or otherwise retained
				  by the successor fiduciary 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 such conditions have been imposed;
(6) a publisher's certificate showing
				  publication of notice as required by subsection (c) of this section;
				  and
(7) an explanation of
				  compliance with the provisions of the Texas Business Corporation Act relating
				  to rights of dissenting shareholders or participants.