Florida Statutes 658.28 – Acquisition of control of a bank or trust company
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(1) If a person or a group of persons, directly or indirectly or acting by or through one or more persons, proposes to purchase or acquire a controlling interest in a state bank or state trust company, and change the control of that bank or trust company, such persons must first submit an application to the office for a certificate of approval of such proposed change.
(a) The application must contain the name and address, and such other relevant information as the commission or office requires, including information relating to other and former addresses and the reputation, character, responsibility, and business affiliations of the proposed new owners of the controlling interest.
Terms Used In Florida Statutes 658.28
- Nolo contendere: No contest-has the same effect as a plea of guilty, as far as the criminal sentence is concerned, but may not be considered as an admission of guilt for any other purpose.
- person: includes individuals, children, firms, associations, joint adventures, partnerships, estates, trusts, business trusts, syndicates, fiduciaries, corporations, and all other groups or combinations. See Florida Statutes 1.01
- Probate: Proving a will
- writing: includes handwriting, printing, typewriting, and all other methods and means of forming letters and characters upon paper, stone, wood, or other materials. See Florida Statutes 1.01
(b) The office shall issue a certificate of approval only after it has made an investigation and determined that the proposed new owners of the interest are qualified by reputation, character, experience, and financial responsibility to control and operate the bank or trust company in a legal and proper manner and that the interests of the other stockholders, if any, the depositors and creditors of the bank or trust company, and the public generally will not be jeopardized by the proposed change in ownership, controlling interest, or management.
(c) A person who has been convicted of, or pled guilty or nolo contendere to, a violation of s. 655.50, relating to money laundering in financial institutions; chapter 896, relating to offenses related to financial transactions; or any similar state or federal law may not receive a certificate of approval.
(d) A business organization that is not a bank holding company authorized by the office or the federal Bank Holding Company Act of 1956, as amended, 12 U.S.C. ss. 1841 et seq., may not control a bank.
(2) If a person or a group of persons, directly or indirectly, acquires a controlling interest in a state bank or state trust company, as contemplated by this section, through probate or trust, the person or group of persons shall notify the office within 90 days after acquiring such an interest. Such an interest does not give rise to a presumption of control until the person or group of persons votes the shares or the office has issued a certificate of approval in response to an application pursuant to subsection (1).
(3) For the purposes of this section, the standards, criteria, and exceptions contained in s. 658.27(2), (3), (4), and (5) relating to control by a business organization of a bank or another business organization apply to the persons mentioned in this section and constitute the standards, criteria, and exceptions which determine whether any person or group of persons shall be deemed to be purchasing or acquiring, or to have purchased or acquired, directly or indirectly a “controlling interest” in a state bank or a state trust company; but the office is not limited to those standards or criteria in determining whether any such person shall be deemed to be acting by or through one or more other persons.
(4) In any case in which a proposed purchase or acquisition of voting securities of a state bank or trust company would give rise to the presumption created under s. 658.27(2)(c), the person or group of persons who propose to purchase or acquire the voting securities shall first give written notice of the proposal to the office. Such notice may present information that the proposed purchase or acquisition will not result in control. The office shall afford the person seeking to rebut the presumption an opportunity to present views in writing or orally before its designated representatives at an informal conference. If the office determines, pursuant to the informal conference, that the person or group of persons seeking to rebut the presumption exercises a controlling influence over the bank, an application for change of control must be filed pursuant to this section.
(5) For the purposes of this section, no person will be considered as having effected a change in control of any bank by the formation of a bank holding company when the person or persons who controlled the bank or banks are the same person or persons who control the holding company.