Illinois § 3-2

§ 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.)