2010 California Code
Financial Code
Chapter 9. Merger And Purchase Or Sale Of Business

FINANCIAL CODE
SECTION 31600-31605



31600.  In this chapter:
   (a) "Acquiring licensee" means:
   (1) In the case of a merger, the licensee which is the surviving
corporation;
   (2) In the case of a purchase or sale, the licensee which is the
purchaser.
   (b) "Disappearing corporation" has the meaning set forth in
Section 165 of the Corporations Code.
   (c) "Surviving corporation" has the meaning set forth in Section
190 of the Corporations Code.



31601.  No licensee shall merge with any other corporation unless:
   (a) In case such licensee is the surviving corporation, such
merger shall have first been approved by the commissioner;
   (b) In case such licensee is a disappearing corporation, the
surviving corporation is a licensee and such merger shall have first
been approved by the commissioner.



31602.  No licensee shall purchase all or substantially all of the
business of any other person unless such purchase shall have first
been approved by the commissioner.



31603.  No licensee shall sell all or substantially all of its
business to any other person unless such other person is a licensee
and such sale shall have first been approved by the commissioner.



31604.  If the commissioner finds, with respect to an application
for approval of a merger, purchase, or sale:
   (a) That the merger, purchase, or sale will be safe and sound with
respect to the acquiring licensee;
   (b) That it is reasonable to believe that, upon consummation of
the merger, purchase, or sale, the acquiring licensee will comply
with all applicable provisions of this division and of any regulation
or order issued under this division; and
   (c) That the merger, purchase, or sale will not be detrimental to
the public convenience and advantage, or, if the merger, purchase, or
sale would be detrimental to the public convenience and advantage,
that it is necessary in the interests of the safety and soundness of
any of the parties to it;
   The commissioner shall approve the application. If, after notice
and a hearing, the commissioner finds otherwise, he or she shall deny
the application.



31605.  The commissioner may, by such regulations or orders as he or
she deems necessary and appropriate, either unconditionally or upon
specified terms and conditions or for specified periods, exempt from
the provisions of this chapter any person or transaction or class of
persons or transactions, if he or she finds such action to be in the
public interest and that the regulation of such persons or
transactions is not necessary for the purposes of this division.


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