Vermont § 17501 - Acquisition of assets

§ 17501. Acquisition of assets

• (a) General. A Vermont financial institution may acquire the assets of, or assume the liabilities
  of, any other financial institution authorized to do business in this State. When
  the value of an acquisition or assumption is worth 25 percent or more of the assets
  of the acquiring, assuming, or transferring entity, the transaction shall be subject
  to and in accordance with the procedures, and subject to the conditions and limitations,
  set forth in this subchapter. (b) Adoption of plan. The governing body of the acquiring or assuming institution and the governing body
  of the transferring institution shall adopt by majority vote a plan for acquisition,
  assumption, or sale on terms that are mutually agreed upon. The plan shall include: (1) the names and types of the institutions involved; (2) a statement setting forth the material terms of the proposed acquisition, assumption,
  or sale, including, if applicable, the plan for disposition of all assets and liabilities
  not subject to the plan; (3) a statement that the entire transaction is subject to written approval of the Commissioner
  and, if the transaction involves all or substantially all of the assets or liabilities
  of the transferring institution, the approval of the transferring institution’s investors
  or mutual voters; (4) if an investor-owned institution is the transferring institution and the proposed
  sale is not for cash, a clear and concise statement that investors of the institution
  voting against the proposed sale are entitled to rights set forth in subdivision 17101(c)(2) of this title; and (5) the proposed effective date of the acquisition, assumption, or sale and all other
  information and provisions that are necessary to execute the transaction or that are
  required by the Commissioner. (c) Commissioner’s approval. The Commissioner shall approve the plan of merger or consolidation in accordance with
  subsection 17101(b) of this title. (d) Vote of investors or mutual voters. If the transaction involves all or substantially all of the assets or liabilities
  of the transferring institution or if the transferring institution’s organizational
  documents require, the plan of acquisition, assumption, or sale shall be presented
  to the investors or mutual voters of the transferring institution for their approval,
  and their approval shall be obtained in accordance with subsection 17101(c) of this title. If the approval of investors is required, then investors dissenting to the transaction
  have the rights set forth in subdivision 17101(c)(2) of this title. (e) Executed plan; certificate; effective date. (1) If the plan is approved by the investors or mutual voters of the transferring institution,
  an executive officer and the secretary of such institution shall submit the executed
  plan to the Commissioner, together with a copy of the resolution of the investors
  or mutual voters approving it, each certified by these officers. (2) Upon receipt of the items set forth in subdivision (1) of this subsection and evidence
  that the participating institutions have complied with all applicable federal law
  and regulations, the Commissioner shall certify, in writing, to the participants that
  the plan has been approved and is in compliance with the provisions of this title. (3) Notwithstanding approval of the investors or mutual voters or certification by the
  Commissioner, the transferring institution’s governing body may, in its discretion,
  abandon such a transaction without further action or approval by the investors or
  mutual voters, subject to the rights of third parties under any contracts relating
  to the transaction. (f) National financial institution as participant. If one of the participants in a transaction under this section is a national financial
  institution, all participants shall comply with such requirements as may be imposed
  by federal law for such an acquisition, assumption, or sale and provide evidence of
  such compliance to the Commissioner; provided that if the purchasing or assuming institution
  is a national financial institution, approval by the Commissioner is not required. (g) Investor-owned institution acquiring mutual or cooperative financial institution. A mutual or cooperative financial institution may not sell all or substantially all
  of its assets to an investor-owned institution without prior approval by the Commissioner
  of a plan that provides fair and equitable treatment of the depositors or members
  in the sale of the assets and distribution of the proceeds. (h) Applicability to transactions in ordinary course of business. This subchapter does not apply to a transfer of assets of a financial institution
  in the ordinary course of business that does not include any assumption of deposit
  liabilities. (i) Authority for expedited acquisitions. Notwithstanding any other provision of law, or any organizational document of any
  participating institution, the Commissioner may order that the acquisition of assets
  and assumption of liabilities become effective immediately if the Commissioner determines
  that the action is necessary for the protection of depositors or the public. This
  action may be taken upon receipt of the following: (1) certified copies of the authorizing resolutions adopted by the respective governing
  bodies of the acquiring or assuming financial institution or financial institution
  holding company and a copy of the plan of acquisition of assets and assumption of
  liabilities approved by a majority vote of the governing bodies of the acquiring or
  assuming financial institution or financial institution holding company and the transferring
  institution; or (2) notice, containing information required by the Commissioner, from any other person
  of intent to acquire the assets and assume the liabilities of a financial institution
  or financial institution holding company. (j) The applicant in any acquisition application filed with another supervisory agency
  by a financial institution holding company that controls a Vermont financial institution,
  or by a person that intends to acquire a Vermont financial institution or financial
  institution holding company shall file a copy of the application with the Commissioner
  at the time the application is filed with the other supervisory agency. The applicant
  shall notify the Commissioner of any amendments to the application by filing with
  the Commissioner a copy of any amendments that are required to be filed with the other
  supervisory agency. A copy of any acquisition approval issued by the other supervisory
  agency shall be filed with the Commissioner by the applicant within 30 days of its
  issuance. The Commissioner shall not disclose any information obtained pursuant to
  this section that is treated as confidential by the other supervisory agency. (Added 1999, No. 153 (Adj. Sess.), § 2, eff. Jan. 1, 2001.)