Kentucky Statutes 286.11-025 – Changes in control of a licensee
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(1) A licensee shall give the commissioner written notice of a proposed change of control within fifteen (15) days after learning of the proposed change of control and at least thirty (30) days prior to the proposed change of control.
(2) A licensee shall file a written request for approval of the acquisition with the commissioner. A licensee shall also submit, with the notice, a nonrefundable fee of one hundred dollars ($100).
(3) After review of a request for approval under subsection (1) of this section, the commissioner may require the licensee to provide additional information concerning the proposed person in control.
(4) The commissioner shall approve a request for change of control under subsection (1) of this section if, after investigation, the commissioner determines that the person or group of persons requesting approval has the competence, experience, character, financial condition, and responsibility to operate the licensee or person in control of the licensee in a lawful and proper manner and that the interest of the public will not be jeopardized by the change of control.
(5) The following persons are exempt from the requirements of subsection (1) of the section, but the licensee shall notify the commissioner, within fifteen (15) days after learning of a change of control:
(a) A person that acts as a proxy for the sole purpose of voting at a designated meeting of the security holders or holders of voting interests of a licensee or person in control of a licensee;
(b) A person that acquires control of a licensee by devise or descent;
(c) A person that acquires control as a personal representative, custodian, guardian, conservator, or trustee, or as an officer appointed by a court of competent jurisdiction or by operation of law; and
(d) A person that the commissioner exempts by regulation or order if it is in the public interest to do so.
(6) Subsection (1) of this section does not apply to public offerings of securities.
(7) Before filing a request for approval to acquire control, a person may request in writing a determination from the commissioner as to whether the person would be considered a person in control of a licensee upon consummation of a proposed transaction. If the commissioner determines that the person would not be a person in control of a licensee, then the commissioner may enter an order or respond in writing, to that effect, and the proposed person and transaction shall not be subject to the requirements of this section.
Effective: July 15, 2010
History: Amended 2010 Ky. Acts ch. 24, sec. 841, effective July 15, 2010. — Created
2006 Ky. Acts ch. 247, sec. 13, effective April 24, 2006.
Legislative Research Commission Note (7/12/2006). This section was created in 2006
Ky. Acts ch. 247 as a new section of KRS Chapter 366A. Sec. 38 of that same bill also required that all sections of KRS Chapters 287, 288, 290, 291, 294, 366, 366A, and 368 be renumbered as sections of a single KRS chapter entitled the “Kentucky
Financial Services Code.” Therefore, the Statute Reviser, acting under KRS § 7.136(1), has codified this section as a new section of KRS Chapter 286.
(2) A licensee shall file a written request for approval of the acquisition with the commissioner. A licensee shall also submit, with the notice, a nonrefundable fee of one hundred dollars ($100).
Terms Used In Kentucky Statutes 286.11-025
- Commissioner: means the commissioner of the Department of Financial
Institutions. See Kentucky Statutes 286.1-010 - Control: means :
(a) Ownership of, or the power to vote, directly or indirectly, twenty-five percent (25%) or more of a class of voting securities or voting interests of a licensee or applicant, or person in control of a licensee or applicant. See Kentucky Statutes 286.11-003 - Devise: To gift property by will.
- Guardian: A person legally empowered and charged with the duty of taking care of and managing the property of another person who because of age, intellect, or health, is incapable of managing his (her) own affairs.
- Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
- Licensee: means a person licensed under this subtitle. See Kentucky Statutes 286.11-003
- Person: means any individual, corporation, business trust, estate, trust, partnership, limited liability company, association, organization, joint venture, government and any subdivision, agency or instrumentality thereof, or any other legal or commercial
entity. See Kentucky Statutes 286.11-003 - Statute: A law passed by a legislature.
- Trustee: A person or institution holding and administering property in trust.
(3) After review of a request for approval under subsection (1) of this section, the commissioner may require the licensee to provide additional information concerning the proposed person in control.
(4) The commissioner shall approve a request for change of control under subsection (1) of this section if, after investigation, the commissioner determines that the person or group of persons requesting approval has the competence, experience, character, financial condition, and responsibility to operate the licensee or person in control of the licensee in a lawful and proper manner and that the interest of the public will not be jeopardized by the change of control.
(5) The following persons are exempt from the requirements of subsection (1) of the section, but the licensee shall notify the commissioner, within fifteen (15) days after learning of a change of control:
(a) A person that acts as a proxy for the sole purpose of voting at a designated meeting of the security holders or holders of voting interests of a licensee or person in control of a licensee;
(b) A person that acquires control of a licensee by devise or descent;
(c) A person that acquires control as a personal representative, custodian, guardian, conservator, or trustee, or as an officer appointed by a court of competent jurisdiction or by operation of law; and
(d) A person that the commissioner exempts by regulation or order if it is in the public interest to do so.
(6) Subsection (1) of this section does not apply to public offerings of securities.
(7) Before filing a request for approval to acquire control, a person may request in writing a determination from the commissioner as to whether the person would be considered a person in control of a licensee upon consummation of a proposed transaction. If the commissioner determines that the person would not be a person in control of a licensee, then the commissioner may enter an order or respond in writing, to that effect, and the proposed person and transaction shall not be subject to the requirements of this section.
Effective: July 15, 2010
History: Amended 2010 Ky. Acts ch. 24, sec. 841, effective July 15, 2010. — Created
2006 Ky. Acts ch. 247, sec. 13, effective April 24, 2006.
Legislative Research Commission Note (7/12/2006). This section was created in 2006
Ky. Acts ch. 247 as a new section of KRS Chapter 366A. Sec. 38 of that same bill also required that all sections of KRS Chapters 287, 288, 290, 291, 294, 366, 366A, and 368 be renumbered as sections of a single KRS chapter entitled the “Kentucky
Financial Services Code.” Therefore, the Statute Reviser, acting under KRS § 7.136(1), has codified this section as a new section of KRS Chapter 286.