Florida Statutes 665.034 – Acquisition of assets of or control over an association
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(1)(a) In any case in which a person or group of persons propose to purchase or acquire voting common stock of any capital stock association, which purchase or acquisition would cause such person or group of persons to have control, as defined herein, of that association, such person or group of persons must first make application to the office for a certificate of approval of such purchase or acquisition.
Terms Used In Florida Statutes 665.034
- Association: means a capital stock association subject to the provisions of this chapter. See Florida Statutes 665.012
- Capital stock: means the aggregate of shares of nonwithdrawable capital issued by a capital stock association, but does not include nonwithdrawable capital represented by capital certificates. See Florida Statutes 665.012
- Fiduciary: A trustee, executor, or administrator.
- 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
- 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) An application for control shall be in such form and request such information as the commission requires by rule.
(c) The application for control shall be accompanied by a nonrefundable filing fee of $7,500; however, if more than one association is being acquired in any such application, the fee shall be increased by $3,000 for each additional association.
(2) The office shall issue the certificate of approval only after it has made an investigation and determined that:
(a) The proposed new owner or owners of voting capital stock are qualified by character, experience, and financial responsibility to control the association in a legal and proper manner and none of the proposed new owners have been convicted of, or pled guilty or nolo contendere to, a violation of s. 655.50, relating to the control of money laundering and terrorist financing; chapter 896, relating to offenses related to financial transactions; or similar state or federal law.
(b) The interests of the public generally will not be jeopardized by the proposed purchase or acquisition of voting capital stock.
(3) This section does not apply to the acquisition of:
(a) Directors’ voting proxies acquired in the normal course of business as a result of proxy solicitation in conjunction with a stockholders’ meeting;
(b) Stock in a fiduciary capacity unless the acquiring person has sole discretionary authority to exercise voting rights with respect thereto;
(c) Stock acquired in securing or collecting a debt contracted in good faith until 2 years after the date of acquisition;
(d) Stock acquired by an underwriter in good faith and without any intent to evade the purpose of this section if the shares are held only for such reasonable period of time as will permit the sale thereof; or
(e) Control of an association by a unitary association holding company if the person or persons who control the holding company are the same person or persons who control the association.
(4) For purposes of this section, a person or group of persons shall be deemed to have control of an association if such person or group of persons:
(a) Directly or indirectly, or acting in concert with one or more persons or through one or more subsidiaries, owns, controls, holds with powers to vote, or holds proxies representing 25 percent or more of the voting common stock of such association.
(b) Controls in any manner the election of a majority of the directors of such association.
(c) Exercises a controlling influence over the management or policies of such association.
(d) Owns, controls, or has power to vote 10 percent or more of any class of voting securities of the association, if no other person or group of persons owns, controls, or has power to vote a greater proportion of that class of voting securities.
(e) In any case in which a proposed purchase or acquisition of voting securities of an association would give rise to the presumption created under paragraph (d), 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.
(5)(a) A foreign association, as defined in s. 665.1001, whether controlled directly or indirectly by another business organization, may acquire a Florida association, subject to approval by the office. The office shall not approve the proposed acquisition unless:
1. The laws of the state in which the foreign association has its principal place of business permit associations in that state to be acquired by Florida associations; and
2. The Florida association which is to be acquired has been in existence and continuously operating for more than 2 years.
(b) The proposed acquisition shall be subject to any conditions, restrictions, and requirements that would apply in the state where the foreign association has its principal place of business if the foreign association were to be acquired by a Florida association, which conditions, restrictions, and requirements would not apply to the acquisition by such foreign association of another association in that state.
(c) A foreign association which has a subsidiary association in Florida is authorized to acquire a Florida association upon approval by the office pursuant to the laws and rules which are applicable to the acquisition of a Florida association by an association having its principal place of business in this state, but such acquired association shall not be considered a Florida association for purposes of this subsection or s. 665.0315.
(d) This subsection does not apply to any merger by an association subject to Pub. L. No. 97-320, s. 123.