6.2-914 - (Effective October 1, 2010) Merger or transfer of assets of insolvent bank.
§ 6.2-914. (Effective October 1, 2010) Merger or transfer of assets ofinsolvent bank.
A. If the Commission finds that a bank is insolvent, that its merger intoanother bank is desirable for the protection of its depositors, and that anemergency exists, and, if the board of directors of such insolvent bankapproves a plan of merger of such bank into another bank, (i) compliance withthe requirements of § 13.1-718 shall be dispensed with as to such insolventbank and (ii) the approval by the Commission of such plan of merger shall bethe equivalent of approval by the holders of more than two-thirds of theoutstanding shares of such insolvent bank for all purposes of Article 12 (§13.1-715.1 et seq.) of Chapter 9 of Title 13.1.
B. If the Commission finds that a bank is insolvent, that the acquisition ofits assets by another bank is in the best interests of its depositors, andthat an emergency exists, the Commission, with the consent of the boards ofdirectors of both banks as to the terms and conditions of such transfer,including the assumption of all or certain liabilities, may enter an ordertransferring some or all of the assets of such insolvent bank to such otherbank, in which event (i) compliance with the provisions of §§ 13.1-723 and13.1-724 shall not be required and (ii) §§ 13.1-730 through 13.1-741 shallnot be applicable to such transfer.
C. In the case either of a merger as provided in subsection A or of a sale ofassets as provided in subsection B, the Commission shall provide that promptnotice of its finding of insolvency and of the merger or sale of assets besent to the stockholders of record of the insolvent bank for the purpose ofproviding such shareholders an opportunity to challenge the finding that thebank is insolvent. The relevant books and records of such insolvent bankshall remain intact and be made available to such shareholders for a periodof 30 days after such notice is sent. The Commission's finding of insolvencyshall become final if a hearing before the Commission is not requested by anysuch shareholder within such 30-day period.
D. If, after such hearing provided in subsection C, the Commission finds thatsuch bank was solvent, it shall rescind its order entered pursuant tosubsection A or B and the merger or transfer of assets shall be rescinded.However, if after such hearing the Commission finds that such bank wasinsolvent, its order shall be final.
(1975, c. 44, § 6.1-100.1; 1983, c. 507; 2005, c. 765; 2010, c. 794.)