2013 Indiana Code TITLE 28. FINANCIAL INSTITUTIONS ARTICLE 2. BANKS CHAPTER 17. INTERSTATE BANK MERGERS
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IC 28-2-17
Chapter 17. Interstate Bank Mergers
IC 28-2-17-1
Purpose of chapter
Sec. 1. It is the intent of this chapter to permit interstate branching
by merger under Section 102 of the Riegle-Neal Interstate Banking
and Branching Efficiency Act of 1994 (P.L. 103-328) in accordance
with the provisions set forth in this chapter.
As added by P.L.171-1996, SEC.36.
IC 28-2-17-2
Definitions
Sec. 2. The definitions set forth in sections 3 through 19 of this
chapter apply throughout this chapter, unless a different meaning is
required by the context.
As added by P.L.171-1996, SEC.36.
IC 28-2-17-3
"Bank" defined
Sec. 3. (a) Except as provided in subsection (b), as used in this
chapter, "bank" has the meaning set forth in 12 U.S.C. 1813(h).
(b) Except as provided in subsection (c), the term "bank" does not
include any foreign bank (as defined in 12 U.S.C. 3101(7)).
(c) The term "bank" includes any foreign bank organized or
reorganized under the laws of a territory of the United States, Puerto
Rico, Guam, American Samoa, or the Virgin Islands, the deposits of
which are insured by the Federal Deposit Insurance Corporation.
As added by P.L.171-1996, SEC.36.
IC 28-2-17-4
"Bank holding company" defined
Sec. 4. As used in this chapter, "bank holding company" has the
meaning set forth in 12 U.S.C. 1841(a)(1).
As added by P.L.171-1996, SEC.36.
IC 28-2-17-5
"Bank supervisory agency"
Sec. 5. As used in this chapter, "bank supervisory agency" means:
(1) any agency of another state with primary responsibility for
organizing and supervising banks; and
(2) the Office of the Comptroller of the Currency, the Federal
Deposit Insurance Corporation, the Board of Governors of the
Federal Reserve System, and any successor to these agencies.
As added by P.L.171-1996, SEC.36. Amended by P.L.27-2012,
SEC.79.
IC 28-2-17-6
"Branch" defined
Sec. 6. As used in this chapter, "branch" has the meaning set forth
in IC 28-2-13-7.
As added by P.L.171-1996, SEC.36.
IC 28-2-17-7
"Control" defined
Sec. 7. As used in this chapter, "control" shall be construed
consistently with the provisions of 12 U.S.C. 1841(a)(2).
As added by P.L.171-1996, SEC.36.
IC 28-2-17-8
"Department" defined
Sec. 8. As used in this chapter, "department" refers to the
department of financial institutions.
As added by P.L.171-1996, SEC.36.
IC 28-2-17-9
"Director" defined
Sec. 9. As used in this chapter, "director" refers to the director of
the department.
As added by P.L.171-1996, SEC.36.
IC 28-2-17-10
"Home state" defined
Sec. 10. As used in this chapter, "home state" means the
following:
(1) With respect to a state bank, the state under the laws of
which the bank is organized or reorganized.
(2) With respect to a national bank, the state in which the main
office of the bank is located.
(3) With respect to a foreign bank, the state determined to be
the home state of the foreign bank under 12 U.S.C. 3103(c).
As added by P.L.171-1996, SEC.36.
IC 28-2-17-11
"Home state regulator" defined
Sec. 11. As used in this chapter, "home state regulator" means,
with respect to an out-of-state state bank, the bank supervisory
agency of the state in which the bank is organized or reorganized.
As added by P.L.171-1996, SEC.36.
IC 28-2-17-12
"Host state" defined
Sec. 12. As used in this chapter, "host state" means a state, other
than the home state of a bank, in which the bank:
(1) maintains; or
(2) seeks to establish and maintain;
a branch.
As added by P.L.171-1996, SEC.36.
IC 28-2-17-13
"Indiana bank" defined
Sec. 13. As used in this chapter, "Indiana bank" means a bank
whose home state is Indiana.
As added by P.L.171-1996, SEC.36.
IC 28-2-17-14
"Indiana state bank" defined
Sec. 14. As used in this chapter, "Indiana state bank" means a
bank organized or reorganized under the laws of Indiana.
As added by P.L.171-1996, SEC.36.
IC 28-2-17-15
"Interstate merger transaction" defined
Sec. 15. As used in this chapter, "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;
or
(2) the purchase of all the assets (including all of the branches)
of a bank whose home state is different from the home state of
the acquiring bank that results in the dissolution of the selling
bank.
As added by P.L.171-1996, SEC.36.
IC 28-2-17-16
"Out-of-state bank" defined
Sec. 16. As used in this chapter, "out-of-state bank" means a bank
whose home state is a state other than Indiana.
As added by P.L.171-1996, SEC.36.
IC 28-2-17-17
"Out-of-state state bank" defined
Sec. 17. As used in this chapter, "out-of-state state bank" means
a bank organized or reorganized under the laws of any state other
than Indiana.
As added by P.L.171-1996, SEC.36.
IC 28-2-17-18
"Resulting bank" defined
Sec. 18. As used in this chapter, "resulting bank" means a bank
that has resulted from an interstate merger transaction under this
chapter.
As added by P.L.171-1996, SEC.36.
IC 28-2-17-19
"State" defined
Sec. 19. As used in this chapter, "state" means any of the
following:
(1) Any state of the United States.
(2) The District of Columbia.
(3) Puerto Rico.
(4) Guam.
(5) American Samoa.
(6) The Trust Territory of the Pacific Islands.
(7) The Virgin Islands.
(8) The Northern Mariana Islands.
(9) Any territory of the United States.
As added by P.L.171-1996, SEC.36.
IC 28-2-17-20
Interstate merger transactions
Sec. 20. (a) With the prior written approval of the department, an
Indiana state bank may establish, maintain, and operate one (1) or
more branches in a state other than Indiana pursuant to an interstate
merger transaction in which the Indiana state bank is the resulting
bank.
(b) Not later than the date on which the required application for
the interstate merger transaction is filed with the appropriate federal
bank supervisory agency, the applicant Indiana state bank shall file
an application with the department on a form prescribed by the
director.
(c) An interstate merger transaction must be done in compliance
with:
(1) IC 28-1-7;
(2) IC 28-1-8; or
(3) IC 28-3-2.
(d) An interstate merger transaction may be consummated only
after the applicant has received the written approval of the
department. The department has the authority to establish terms,
conditions, and time frames by which the transaction may be
consummated.
(e) A savings association or an industrial loan and investment
company organized or reorganized under the laws of Indiana may
engage in an interstate merger transaction to the same extent and
under the same restrictions, conditions, and requirements as an
Indiana state bank.
As added by P.L.171-1996, SEC.36. Amended by P.L.79-1998,
SEC.65.
IC 28-2-17-20.1
Repealed
(Repealed by P.L.89-2011, SEC.78.)
IC 28-2-17-21
Authority to enter into transaction
Sec. 21. If the conditions and filing requirements of this chapter
are met:
(1) one (1) or more Indiana banks may enter into an interstate
merger transaction with one (1) or more out-of-state banks
under this chapter; and
(2) an out-of-state bank resulting from a transaction referred to
in subdivision (1) may maintain and operate the branches in
Indiana of an Indiana bank that participated in the transaction.
As added by P.L.171-1996, SEC.36.
IC 28-2-17-22
Duties of resulting bank
Sec. 22. An out-of-state bank that will be the resulting bank
pursuant to an interstate merger transaction involving an Indiana
state bank shall:
(1) notify the department of the proposed merger; and
(2) provide satisfactory evidence to the department of
compliance with applicable requirements of IC 28-1-22.
As added by P.L.171-1996, SEC.36. Amended by P.L.11-1998,
SEC.9.
IC 28-2-17-23
Authorized activities; acquisition of additional branches;
investigation; provisions and fees
Sec. 23. (a) An out-of-state state bank that establishes and
maintains one (1) or more branches in Indiana under this chapter may
conduct at the branch or branches only those activities that are
expressly authorized under the laws of Indiana for Indiana state
banks.
(b) An Indiana state bank may conduct any activities at any
branch located outside Indiana that are permissible for a bank
organized or reorganized by the host state in which the branch is
located. However, if Indiana law specifically prohibits an activity
that is permitted by the host state, the department may by order
waive the prohibition if the department determines that the
involvement of out-of-state branches of Indiana state banks in the
particular activities conducted in the host state would not threaten the
safety or soundness of banks. This section does not authorize a bank
located in Indiana to engage in an activity in Indiana that has been
waived under this provision.
(c) An out-of-state bank that has acquired a branch in Indiana
under this chapter may establish or acquire additional branches in
Indiana to the same extent that any Indiana bank may establish or
acquire a branch in Indiana under applicable federal and Indiana law.
(d) With the prior approval of the department, an Indiana state
bank that has acquired a branch or branches in a state other than
Indiana through an interstate merger transaction may establish or
acquire additional branches in the host state to the same extent that
a host state state bank may establish or acquire a branch in the host
state under the applicable host state law and federal law. An Indiana
state bank desiring to establish one (1) or more branches under this
section must file a written application with the director. The
application must be in the form and must contain the information
prescribed by the director. The department may approve or
disapprove the application. Before the department approves the
application, the bank must demonstrate to the satisfaction of the
department that:
(1) the applicant state bank will have adequate capital, sound
management, and adequate future earnings prospects after the
establishment of the branch; and
(2) the establishment of the proposed branch will not violate the
laws of the host state.
(e) The investigation of the department relative to any application
as required by this section shall be conducted without a public
hearing.
(f) The branch or branches of an out-of-state bank that are
established and maintained in Indiana under this chapter shall be
subject to the provisions and fees of IC 24-4.5 to the same extent as
a bank located in Indiana.
As added by P.L.171-1996, SEC.36. Amended by P.L.192-1997,
SEC.8.
IC 28-2-17-24
Examination of branch operations
Sec. 24. (a) To the extent consistent with subsection (b), the
department may make the examinations of any branch established
and maintained in Indiana pursuant to this chapter by an out-of-state
state bank as the department may consider necessary to determine
whether the branch is being operated in compliance with the laws of
Indiana and in accordance with safe and sound banking practices.
The provisions of IC 28-11-3 shall apply to such examinations.
(b) The department may enter into cooperative, coordinating, and
information-sharing agreements with any organization enumerated
in IC 28-11-3-3 with respect to the periodic examination or other
supervision of:
(1) any branch in Indiana of an out-of-state state bank; or
(2) any branch of an Indiana state bank in any host state;
and the department may accept the organization's reports of
examination and reports of investigation instead of conducting its
own examinations or investigations.
(c) The department may enter into agreements with any financial
institution supervisory agency that has concurrent jurisdiction over
an Indiana state bank or an out-of-state state bank operating a branch
in Indiana pursuant to this chapter to:
(1) engage the services of such agency's examiners at a
reasonable rate of compensation; or
(2) provide the services of the department's examiners to such
agency at a reasonable rate of compensation.
Any such agreement shall be entered into under IC 36-1-7.
(d) The department may enter into joint examinations or joint
enforcement actions with other bank supervisory agencies having
concurrent jurisdiction over any branch established and maintained
in Indiana of an out-of-state state bank or any branch established and
maintained by an Indiana state bank in any host state. The
department may at any time take such actions independently if the
department considers the actions to be necessary or appropriate to
carry out its responsibilities under this chapter or to ensure
compliance with the laws of Indiana. In the case of an out-of-state
state bank, the department shall recognize:
(1) the exclusive authority of the home state regulator over
corporate governance matters; and
(2) the primary responsibility of the home state regulator with
respect to safety and soundness matters.
(e) Each out-of-state state bank that maintains one (1) or more
branches in Indiana is subject to the provisions of IC 28-11-3-5. The
fees may be shared with other financial institution supervisory
agencies or any organization affiliated with or representing one (1)
or more bank supervisory agencies in accordance with agreements
between those agencies and the department.
(f) For the purposes of this chapter, the provisions of IC 28-1-2-30
apply to the following:
(1) An out-of-state bank.
(2) An out-of-state savings association.
(3) An out-of-state industrial loan and investment company.
As added by P.L.171-1996, SEC.36. Amended by P.L.79-1998,
SEC.66.
IC 28-2-17-25
Enforcement actions
Sec. 25. (a) If the department determines that a branch maintained
by an out-of-state state bank in Indiana is being operated:
(1) in violation of any provision of Indiana law relating to
activities of a bank; or
(2) in an unsafe and unsound manner;
the department may take all enforcement actions it would be
empowered to take if the branch were an Indiana state bank,
including but not limited to enforcement actions under IC 28-11-4.
(b) The department shall:
(1) promptly give notice to the home state regulator of each
enforcement action taken under this section against an
out-of-state state bank; and
(2) to the extent practicable, consult and cooperate with the
home state regulator in pursuing and resolving the enforcement
action.
As added by P.L.171-1996, SEC.36.
IC 28-2-17-26
Rules
Sec. 26. The department may adopt policies or adopt rules under
IC 4-22-2 it determines necessary or appropriate to implement this
chapter.
As added by P.L.171-1996, SEC.36.
IC 28-2-17-27
Notice of actions causing a change of control
Sec. 27. Each out-of-state state bank that establishes and
maintains a branch in Indiana pursuant to this chapter, or the home
state regulator of such bank, shall give at least thirty (30) days prior
written notice, or shorter notice as is consistent with applicable state
or federal law, to the department of any merger, consolidation, or
other transaction that would cause a change of control with respect
to the bank or any bank holding company that controls the bank, with
the result that an application would be required to be filed pursuant
to the federal Change in Bank Control Act of 1978, as amended (12
U.S.C. 1817(j)) or the federal Bank Holding Company Act of 1956,
as amended (12 U.S.C. 1841 et seq.) or any successor statutes to
those statutes.
As added by P.L.171-1996, SEC.36.
IC 28-2-17-28
Severability
Sec. 28. The provisions of this chapter are severable in the manner
provided in IC 1-1-1-8(b). If:
(1) any provision of this chapter; or
(2) the application of any provision of this chapter;
is found by any court with jurisdiction in the United States to be
invalid as to any bank, bank holding company, foreign bank, or other
person or circumstances, or to be superseded by federal law, the
remaining provisions of this chapter shall not be affected and shall
continue to apply to any bank, bank holding company, foreign bank,
or other person or circumstance.
As added by P.L.171-1996, SEC.36.
IC 28-2-17-29
Waiver of concentration limitation
Sec. 29. (a) Pursuant to 12 U.S.C. 1831u(b)2(D), the statewide
concentration limitation as provided for in 12 U.S.C. 1831u(b)2(B)
may be waived by order of the department for a particular interstate
merger transaction for good cause shown.
(b) When determining good cause for the purposes of this section,
the department shall, at a minimum, consider the factors enumerated
in IC 28-2-16-17(e).
As added by P.L.171-1996, SEC.36.
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