West Virginia Code 31A-8D-5 – Notice and filing requirements
(a) Any out-of-state state bank that will be the resulting bank pursuant to a merger transaction involving a West Virginia bank, or will be the resulting bank pursuant to a merger transaction affecting the change of control over a branch operating in West Virginia shall notify the commissioner of the proposed merger not later than the date on which it files an application for the merger transaction with the responsible federal bank supervisory agency, and shall submit a copy of that application to the commissioner and pay a filing fee of $250.
Terms Used In West Virginia Code 31A-8D-5
- Bank: has the meaning set forth in 12 U. See West Virginia Code 31A-8D-2
- Bank supervisory agency: means :
(1) Any agency of another state with primary responsibility for chartering and supervising banks. See West Virginia Code 31A-8D-2
- Board: means the West Virginia Board of Banking and Financial Institutions. See West Virginia Code 31A-1-2
- Commissioner: means the West Virginia commissioner of banking then in office and, where appropriate, all of his or her successors and predecessors in office. See West Virginia Code 31A-8D-2
- Control: shall be construed consistently with the provisions of 12 U. See West Virginia Code 31A-8D-2
- Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
- Home state: means :
(1) With respect to a state bank, the state by which the bank is chartered. See West Virginia Code 31A-8D-2
- in writing: includes any representation of words, letters, or figures, whether by printing, engraving, writing, or otherwise. See West Virginia Code 2-2-10
- Interstate merger transaction: means :
(1) The merger or consolidation of banks with different home states, and the conversion of branches of any bank involved in the merger or consolidation into branches of the resulting bank. See West Virginia Code 31A-8D-2
- Out-of-state bank: means a bank whose home state is a state other than West Virginia. See West Virginia Code 31A-8D-2
- Out-of-state state bank: means a bank chartered under the laws of any state other than West Virginia. See West Virginia Code 31A-8D-2
- Resulting bank: means a bank that has resulted from an interstate merger transaction under this article. See West Virginia Code 31A-8D-2
- State: means any state of the United States, the District of Columbia, any territory of the United States, Puerto . See West Virginia Code 31A-8D-2
- West Virginia bank: means a bank whose home state is West Virginia. See West Virginia Code 31A-8D-2
- West Virginia state bank: means a bank chartered under the laws of West Virginia. See West Virginia Code 31A-8D-2
(b) Any West Virginia state bank which is a party to an interstate merger transaction shall comply with state law governing shareholder rights and director and officer duties with respect to affecting the merger and with other applicable state and federal laws. In addition, the West Virginia state bank shall give written notice to the commissioner at least forty-five days before the effective date of a merger where the resulting bank will be an out-of-state bank, unless a shorter period of notice is required under applicable federal law.
(c) Unless preempted by federal law, the commissioner shall have thirty days from receipt of the written notice under subsection (a) of this section to object to the proposed transaction and request a hearing before the board on the basis that the transaction is contrary to applicable West Virginia law. The failure to object within thirty days shall be construed as consent by the commissioner, or, in his or her discretion, the commissioner may, at any time, consent in writing. The commissioner may also request a hearing on the basis that the bank supervisory agency of the home state of the resulting out-of-state bank is without authority or procedures under its state's law to review the transaction, or is not under its state's law viewed as the primary regulator of its chartered banks' out-of-state branches, in which event the criteria, fees and procedures set forth in section three of this article shall apply.
(d) Any out-of-state state bank which shall be the resulting bank in such an interstate or other merger transaction shall provide satisfactory evidence to the commissioner of compliance with applicable requirements of West Virginia law requiring foreign corporations to qualify to do business in West Virginia.