2013 Indiana Code TITLE 28. FINANCIAL INSTITUTIONS ARTICLE 1. DEPARTMENT OF FINANCIAL INSTITUTIONS CHAPTER 8. SALE OF BANKS, TRUST COMPANIES, AND BUILDING AND LOAN ASSOCIATIONS
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IC 28-1-8
Chapter 8. Sale of Banks, Trust Companies, and Building and
Loan Associations
IC 28-1-8-0.5
"Corporation" defined
Sec. 0.5. As used in this chapter, "corporation" means:
(1) a bank;
(2) a trust company;
(3) a corporate fiduciary;
(4) a savings bank;
(5) a savings association; or
(6) an industrial loan and investment company that maintains
federal deposit insurance.
As added by P.L.171-1996, SEC.6. Amended by P.L.192-1997,
SEC.3; P.L.79-1998, SEC.40.
IC 28-1-8-0.7
"Shareholder"
Sec. 0.7. As used in this chapter, "shareholder", with respect to a:
(1) mutual savings bank; or
(2) mutual savings association;
refers to a member of the mutual savings bank or mutual savings
association.
As added by P.L.27-2012, SEC.43. Amended by P.L.13-2013,
SEC.72.
IC 28-1-8-1
Disposition of property and assets; authority; compliance with
procedures
Sec. 1. A corporation may sell, lease, exchange, or otherwise
dispose of all or substantially all of its property and assets, including
good will, by complying with the provisions of this chapter.
(Formerly: Acts 1933, c.40, s.137.) As amended by P.L.263-1985,
SEC.37; P.L.122-1994, SEC.73; P.L.262-1995, SEC.26;
P.L.27-2012, SEC.44.
IC 28-1-8-2
Resolution proposing sale or other disposition; submission to
shareholders
Sec. 2. A sale, lease, exchange, or other disposition described in
section 1 of this chapter must first be proposed by the board of
directors by the adoption of a resolution that:
(1) sets forth the terms and conditions of the sale, lease,
exchange, or other disposition; and
(2) directs that the proposed disposition be submitted to a vote
of the shareholders at the annual meeting or a special meeting.
The meeting shall be called by the resolution and notice of the
meeting shall be given in the manner provided in IC 28-13-5-8.
(Formerly: Acts 1933, c.40, s.138.) As amended by P.L.263-1985,
SEC.38; P.L.14-1992, SEC.75; P.L.122-1994, SEC.74; P.L.27-2012,
SEC.45.
IC 28-1-8-3
Submission of resolution to department; conditions for approval;
economic benefits to officers or directors
Sec. 3. (a) Before a proposed disposition described in section 1 of
this chapter is submitted to a vote of the shareholders, the resolution
proposing the disposition shall be submitted for the approval of the
department.
(b) Subject to section 5(c) of this chapter, and any approvals
required under federal law, the department may approve a resolution
if the corporation has and will have assets in excess of the
corporation's liabilities and either of the following applies:
(1) The corporation intends to merge out of existence under
IC 28-1-7-1.
(2) The corporation intends to voluntarily dissolve under
IC 28-1-9.
(c) An officer or a director of a corporation whose proposed
disposition is approved by the department under subsection (b) may
not negotiate for or receive any economic benefit in connection with
any sale of assets under this chapter, except for:
(1) compensation and other benefits paid to the officer or
director and to officers and directors of the purchasing
institution in the ordinary course of business;
(2) any economic benefit realized by all shareholders as a result
of the disposition; or
(3) any economic benefit received as part of a compensation or
benefit plan existing at the time of the disposition and approved
before the initiation of sale negotiations.
(d) If the department approves a resolution submitted under this
section, the department shall:
(1) write or stamp on the resolution:
(A) the words "Approved by the Department of Financial
Institutions of the State of Indiana"; and
(B) the date of the approval; and
(2) place the impression of the seal of the department and the
signature of the director or the director's authorized designee
beneath the approval stamp.
(Formerly: Acts 1933, c.40, s.139.) As amended by P.L.263-1985,
SEC.39; P.L.14-1992, SEC.76; P.L.122-1994, SEC.75; P.L.35-2010,
SEC.114; P.L.27-2012, SEC.46.
IC 28-1-8-4
Submission to shareholders; vote required
Sec. 4. If a resolution proposing a disposition described in section
1 of this chapter is approved by the department, the resolution may
then be submitted to the shareholders at the annual meeting or a
special meeting. The resolution shall be authorized upon receiving
the affirmative votes of two-thirds (2/3) of the outstanding shares.
(Formerly: Acts 1933, c.40, s.140.) As amended by P.L.122-1994,
SEC.76.
IC 28-1-8-5
Dissenting shareholders; effective date of disposition; mutual
savings banks and mutual savings associations
Sec. 5. (a) Subject to subsection (c), the rights of dissenting
shareholders in the case of a merger or consolidation, as set forth in
IC 28-1-7-21, apply to the sale, lease, exchange, or other disposition
of the property and assets of a corporation under this chapter. Any
dissenting shareholder shall have such rights and remedies as
provided for in IC 28-1-7-21.
(b) For purposes of the application of IC 28-1-7-21 to this chapter,
the "effective date" of a sale, lease, exchange, or other disposition
under this chapter, within the meaning of IC 28-1-7-21, is the date
upon which the disposition was authorized by the shareholders of the
corporation.
(c) In a proposed disposition described in section 3(b) of this
chapter, if the corporation that is the subject of the proposed
disposition is a mutual savings bank or a mutual savings association,
the rights and remedies for dissenting shareholders set forth in
IC 28-1-7-21 do not apply.
(Formerly: Acts 1933, c.40, s.141.) As amended by P.L.263-1985,
SEC.40; P.L.122-1994, SEC.77; P.L.27-2012, SEC.47.
IC 28-1-8-6
Purchase of assets; submission of resolution and application to
department; factors for department's approval; exceptions to
approval requirement
Sec. 6. (a) Subject to the approval of the department, a
corporation may purchase all or substantially all of the assets of one
(1) or more other corporations that are organized or reorganized
under the laws of any state (as defined in IC 28-2-17-19) or the
United States.
(b) After the board of directors of a corporation agrees to
purchase all or substantially all of the assets of one (1) or more
corporations, the board resolution approving the purchase and an
application in the form prescribed by the director of the department
must be submitted for approval by the department.
(c) Subject to any approvals required under federal law, the
department, in its discretion, may approve or disapprove an
application and a board resolution submitted under subsection (b). In
deciding whether to approve or disapprove the board resolution and
application, the department shall consider the following factors:
(1) Whether the institutions subject to the proposed transaction
are operated in a safe, sound, and prudent manner.
(2) Whether the financial condition of any institution subject to
the proposed transaction will jeopardize the financial stability
of any other institutions subject to the proposed transaction.
(3) Whether the proposed transaction under this chapter will
result in an institution that has inadequate capital, unsatisfactory
management, or poor earnings prospects.
(4) Whether the management or other principals of the
institution that will result from the proposed transaction under
this chapter are qualified by character and financial
responsibility to control and operate in a legal and proper
manner the resulting institution.
(5) Whether the public convenience and advantage will be
served by the resulting institution after the proposed
transaction.
(6) Whether the institutions subject to the proposed transaction
under this chapter furnish all of the information the department
requires in reaching the department's decision.
(7) If deposits are to be transferred as part of the proposed
transaction, whether the resulting institution will maintain
adequate federal deposit insurance or such other deposit
insurance as approved by the director.
(d) The approval of the department of the purchase of all or
substantially all of the assets of one (1) or more corporations is not
required under this section if the resulting corporation is a
corporation organized or reorganized under the laws of:
(1) a state (as defined in IC 28-2-17-19) other than Indiana; or
(2) the United States.
As added by P.L.171-1996, SEC.7. Amended by P.L.79-1998,
SEC.41; P.L.27-2012, SEC.48.
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