Illinois 2025-2026 Regular Session

Illinois Senate Bill SB2346 Compare Versions

Only one version of the bill is available at this time.

Old	New	Differences
1	1	104TH GENERAL ASSEMBLY State of Illinois 2025 and 2026 SB2346 Introduced 2/7/2025, by Sen. Christopher Belt SYNOPSIS AS INTRODUCED: 205 ILCS 5/18 from Ch. 17, par. 325205 ILCS 5/22 from Ch. 17, par. 329205 ILCS 205/8004 from Ch. 17, par. 7308-4205 ILCS 205/8010 from Ch. 17, par. 7308-10205 ILCS 205/8015 from Ch. 17, par. 7308-15 Amends the Illinois Banking Act and the Savings Bank Act. Requires specified financial institutions to be insured by the Federal Deposit Insurance Corporation and agree to operate subject to 2 U.S.C. 2901 et seq. following a change in control, a purchase of substantially all assets, the assumption of substantially all liabilities of a State bank, or a merger. LRB104 10308 BAB 20382 b A BILL FOR 104TH GENERAL ASSEMBLY State of Illinois 2025 and 2026 SB2346 Introduced 2/7/2025, by Sen. Christopher Belt SYNOPSIS AS INTRODUCED: 205 ILCS 5/18 from Ch. 17, par. 325205 ILCS 5/22 from Ch. 17, par. 329205 ILCS 205/8004 from Ch. 17, par. 7308-4205 ILCS 205/8010 from Ch. 17, par. 7308-10205 ILCS 205/8015 from Ch. 17, par. 7308-15 205 ILCS 5/18 from Ch. 17, par. 325 205 ILCS 5/22 from Ch. 17, par. 329 205 ILCS 205/8004 from Ch. 17, par. 7308-4 205 ILCS 205/8010 from Ch. 17, par. 7308-10 205 ILCS 205/8015 from Ch. 17, par. 7308-15 Amends the Illinois Banking Act and the Savings Bank Act. Requires specified financial institutions to be insured by the Federal Deposit Insurance Corporation and agree to operate subject to 2 U.S.C. 2901 et seq. following a change in control, a purchase of substantially all assets, the assumption of substantially all liabilities of a State bank, or a merger. LRB104 10308 BAB 20382 b LRB104 10308 BAB 20382 b A BILL FOR
2	2	104TH GENERAL ASSEMBLY State of Illinois 2025 and 2026 SB2346 Introduced 2/7/2025, by Sen. Christopher Belt SYNOPSIS AS INTRODUCED:
3	3	205 ILCS 5/18 from Ch. 17, par. 325205 ILCS 5/22 from Ch. 17, par. 329205 ILCS 205/8004 from Ch. 17, par. 7308-4205 ILCS 205/8010 from Ch. 17, par. 7308-10205 ILCS 205/8015 from Ch. 17, par. 7308-15 205 ILCS 5/18 from Ch. 17, par. 325 205 ILCS 5/22 from Ch. 17, par. 329 205 ILCS 205/8004 from Ch. 17, par. 7308-4 205 ILCS 205/8010 from Ch. 17, par. 7308-10 205 ILCS 205/8015 from Ch. 17, par. 7308-15
4	4	205 ILCS 5/18 from Ch. 17, par. 325
5	5	205 ILCS 5/22 from Ch. 17, par. 329
6	6	205 ILCS 205/8004 from Ch. 17, par. 7308-4
7	7	205 ILCS 205/8010 from Ch. 17, par. 7308-10
8	8	205 ILCS 205/8015 from Ch. 17, par. 7308-15
9	9	Amends the Illinois Banking Act and the Savings Bank Act. Requires specified financial institutions to be insured by the Federal Deposit Insurance Corporation and agree to operate subject to 2 U.S.C. 2901 et seq. following a change in control, a purchase of substantially all assets, the assumption of substantially all liabilities of a State bank, or a merger.
10	10	LRB104 10308 BAB 20382 b LRB104 10308 BAB 20382 b
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12	12	A BILL FOR
13	13	SB2346LRB104 10308 BAB 20382 b SB2346 LRB104 10308 BAB 20382 b
14	14	SB2346 LRB104 10308 BAB 20382 b
15	15	1 AN ACT concerning regulation.
16	16	2 Be it enacted by the People of the State of Illinois,
17	17	3 represented in the General Assembly:
18	18	4 Section 5. The Illinois Banking Act is amended by changing
19	19	5 Sections 18 and 22 as follows:
20	20	6 (205 ILCS 5/18) (from Ch. 17, par. 325)
21	21	7 Sec. 18. Change in control.
22	22	8 (a) Before any person, whether acting directly or
23	23	9 indirectly or through or in concert with one or more persons,
24	24	10 may cause (i) a change to occur in the ownership of outstanding
25	25	11 stock of any State bank, whether by sale and purchase, gift,
26	26	12 bequest or inheritance, or any other means, including the
27	27	13 acquisition of stock of the State bank by any bank holding
28	28	14 company, which will result in control or a change in the
29	29	15 control of the bank, or (ii) a change to occur in the control
30	30	16 of a holding company having control of the outstanding stock
31	31	17 of a State bank whether by sale and purchase, gift, bequest or
32	32	18 inheritance, or any other means, including the acquisition of
33	33	19 stock of such holding company by any other bank holding
34	34	20 company, which will result in control or a change in control of
35	35	21 the bank or holding company, or (iii) a transfer of
36	36	22 substantially all the assets or liabilities of the State bank,
37	37	23 the Secretary shall be of the opinion and find:
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41	41	104TH GENERAL ASSEMBLY State of Illinois 2025 and 2026 SB2346 Introduced 2/7/2025, by Sen. Christopher Belt SYNOPSIS AS INTRODUCED:
42	42	205 ILCS 5/18 from Ch. 17, par. 325205 ILCS 5/22 from Ch. 17, par. 329205 ILCS 205/8004 from Ch. 17, par. 7308-4205 ILCS 205/8010 from Ch. 17, par. 7308-10205 ILCS 205/8015 from Ch. 17, par. 7308-15 205 ILCS 5/18 from Ch. 17, par. 325 205 ILCS 5/22 from Ch. 17, par. 329 205 ILCS 205/8004 from Ch. 17, par. 7308-4 205 ILCS 205/8010 from Ch. 17, par. 7308-10 205 ILCS 205/8015 from Ch. 17, par. 7308-15
43	43	205 ILCS 5/18 from Ch. 17, par. 325
44	44	205 ILCS 5/22 from Ch. 17, par. 329
45	45	205 ILCS 205/8004 from Ch. 17, par. 7308-4
46	46	205 ILCS 205/8010 from Ch. 17, par. 7308-10
47	47	205 ILCS 205/8015 from Ch. 17, par. 7308-15
48	48	Amends the Illinois Banking Act and the Savings Bank Act. Requires specified financial institutions to be insured by the Federal Deposit Insurance Corporation and agree to operate subject to 2 U.S.C. 2901 et seq. following a change in control, a purchase of substantially all assets, the assumption of substantially all liabilities of a State bank, or a merger.
49	49	LRB104 10308 BAB 20382 b LRB104 10308 BAB 20382 b
50	50	LRB104 10308 BAB 20382 b
51	51	A BILL FOR
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57	57	205 ILCS 5/18 from Ch. 17, par. 325
58	58	205 ILCS 5/22 from Ch. 17, par. 329
59	59	205 ILCS 205/8004 from Ch. 17, par. 7308-4
60	60	205 ILCS 205/8010 from Ch. 17, par. 7308-10
61	61	205 ILCS 205/8015 from Ch. 17, par. 7308-15
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80	80	1 (1) that the general character of proposed management
81	81	2 or of the person desiring to purchase substantially all
82	82	3 the assets or to assume substantially all the liabilities
83	83	4 of the State bank, after the change in control, is such as
84	84	5 to assure reasonable promise of successful, safe and sound
85	85	6 operation;
86	86	7 (1.1) that depositors' interests will not be
87	87	8 jeopardized by the purchase or assumption and that
88	88	9 adequate provision has been made for all liabilities as
89	89	10 required for a voluntary liquidation under Section 68 of
90	90	11 this Act;
91	91	12 (2) that the future earnings prospects of the person
92	92	13 desiring to purchase substantially all assets or to assume
93	93	14 substantially all the liabilities of the State bank, after
94	94	15 the proposed change in control, are favorable;
95	95	16 (2.5) that the future prospects of the institution
96	96	17 will not jeopardize the financial stability of the bank or
97	97	18 prejudice the interests of the depositors of the bank;
98	98	19 (3) that any prior involvement by the persons
99	99	20 proposing to obtain control, to purchase substantially all
100	100	21 the assets, or to assume substantially all the liabilities
101	101	22 of the State bank or by the proposed management personnel
102	102	23 with any other financial institution, whether as
103	103	24 stockholder, director, officer or customer, was conducted
104	104	25 in a safe and sound manner; and
105	105	26 (4) that if the acquisition is being made by a bank
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116	116	1 holding company, the acquisition is authorized under the
117	117	2 Illinois Bank Holding Company Act of 1957; and .
118	118	3 (5) that the resulting financial institution after a
119	119	4 change in control, a purchase of substantially all assets,
120	120	5 or the assumption of substantially all the liabilities of
121	121	6 a State bank is insured by the Federal Deposit Insurance
122	122	7 Corporation and agrees to be subject to 2 U.S.C. 2901 et
123	123	8 seq.
124	124	9 (b) Any person desiring to purchase control of an existing
125	125	10 State bank, to purchase substantially all the assets, or to
126	126	11 assume substantially all the liabilities of the State bank
127	127	12 shall, prior to that purchase, submit to the Secretary:
128	128	13 (1) a statement of financial worth;
129	129	14 (2) satisfactory evidence that any prior involvement
130	130	15 by the persons and the proposed management personnel with
131	131	16 any other financial institution, whether as stockholder,
132	132	17 director, officer or customer, was conducted in a safe and
133	133	18 sound manner; and
134	134	19 (3) such other relevant information as the Secretary
135	135	20 may request to substantiate the findings under subsection
136	136	21 (a) of this Section.
137	137	22 A person who has submitted information to the Secretary
138	138	23 pursuant to this subsection (b) is under a continuing
139	139	24 obligation until the Secretary takes action on the application
140	140	25 to immediately supplement that information if there are any
141	141	26 material changes in the information previously furnished or if
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152	152	1 there are any material changes in any circumstances that may
153	153	2 affect the Secretary's opinion and findings. In addition, a
154	154	3 person submitting information under this subsection shall
155	155	4 notify the Secretary of the date when the change in control is
156	156	5 finally effected.
157	157	6 The Secretary may impose such terms and conditions on the
158	158	7 approval of the change in control application as he deems
159	159	8 necessary or appropriate.
160	160	9 If an applicant, whose application for a change in control
161	161	10 has been approved pursuant to subsection (a) of this Section,
162	162	11 fails to effect the change in control within 180 days after the
163	163	12 date of the Secretary's approval, the Secretary shall revoke
164	164	13 that approval unless a request has been submitted, in writing,
165	165	14 to the Secretary for an extension and the request has been
166	166	15 approved.
167	167	16 (b-1) Any person, whether acting directly or indirectly or
168	168	17 through or in concert with one or more persons, who obtains
169	169	18 ownership of stock of an existing State bank or stock of a
170	170	19 holding company that controls the State bank by gift, bequest,
171	171	20 or inheritance such that ownership of the stock would
172	172	21 constitute control of the State bank or holding company may
173	173	22 obtain title and ownership of the stock, but may not exercise
174	174	23 management or control of the business and affairs of the bank
175	175	24 or vote his or her shares so as to exercise management or
176	176	25 control unless and until the Secretary approves an application
177	177	26 for the change of control as provided in subsection (b) of this
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188	188	1 Section.
189	189	2 (b-3) The provisions of this Section do not apply to an
190	190	3 established holding company acquiring control of a State bank
191	191	4 if the transaction is subject to approval under Section 3 of
192	192	5 the federal Bank Holding Company Act, the Federal Deposit
193	193	6 Insurance Act, or the federal Home Owners' Loan Act.
194	194	7 (c) Whenever a State bank makes a loan or loans, secured,
195	195	8 or to be secured, by 25% or more of the outstanding stock of a
196	196	9 State bank, the president or other chief executive officer of
197	197	10 the lending bank shall promptly report such fact to the
198	198	11 Secretary upon obtaining knowledge of such loan or loans,
199	199	12 except that no report need be made in those cases where the
200	200	13 borrower has been the owner of record of the stock for a period
201	201	14 of one year or more, or the stock is that of a newly organized
202	202	15 bank prior to its opening.
203	203	16 (d) The reports required by subsection (b) of this Section
204	204	17 18, other than those relating to a transfer of assets or
205	205	18 assumption of liabilities, shall contain the following
206	206	19 information to the extent that it is known by the person making
207	207	20 the report: (1) the number of shares involved; (2) the names of
208	208	21 the sellers (or transferors); (3) the names of the purchasers
209	209	22 (or transferees); (4) the names of the beneficial owners if
210	210	23 the shares are registered in another name: (5) the purchase
211	211	24 price, if applicable; (6) the total number of shares owned by
212	212	25 the sellers (or transferors), the purchasers (or transferees)
213	213	26 and the beneficial owners both immediately before and after
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224	224	1 the transaction; and, (7) in the case of a loan, the name of
225	225	2 the borrower, the amount of the loan, the name of the bank
226	226	3 issuing the stock securing the loan and the number of shares
227	227	4 securing the loan. In addition to the foregoing, such reports
228	228	5 shall contain such other information which is requested by the
229	229	6 Secretary to inform the Secretary of the effect of the
230	230	7 transaction upon control of the bank whose stock is involved.
231	231	8 (d-1) The reports required by subsection (b) of this
232	232	9 Section 18 that relate to purchase of assets and assumption of
233	233	10 liabilities shall contain the following information to the
234	234	11 extent that it is known by the person making the report: (1)
235	235	12 the value, amount, and description of the assets transferred;
236	236	13 (2) the amount, type, and to whom each type of liabilities are
237	237	14 owed; (3) the names of the purchasers (or transferees); (4)
238	238	15 the names of the beneficial owners if the shares of a purchaser
239	239	16 or transferee are registered in another name; (5) the purchase
240	240	17 price, if applicable; and, (6) in the case of a loan obtained
241	241	18 to effect a purchase, the name of the borrower, the amount and
242	242	19 terms of the loan, and the description of the assets securing
243	243	20 the loan. In addition to the foregoing, these reports shall
244	244	21 contain any other information that is requested by the
245	245	22 Secretary to inform the Secretary of the effect of the
246	246	23 transaction upon the bank from which assets are purchased or
247	247	24 liabilities are transferred.
248	248	25 (e) Whenever such a change as described in subsection (a)
249	249	26 of this Section 18 occurs, each State bank shall report
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260	260	1 promptly to the Secretary any changes or replacement of its
261	261	2 chief executive officer or of any director occurring in the
262	262	3 next 12 month period, including in its report a statement of
263	263	4 the past and current business and professional affiliations of
264	264	5 the new chief executive officer or directors.
265	265	6 (f) (Blank).
266	266	7 (g)(1) Except as otherwise expressly provided in this
267	267	8 subsection (g), the Secretary shall not approve an application
268	268	9 for a change in control if upon consummation of the change in
269	269	10 control the persons applying for the change in control,
270	270	11 including any affiliates of the persons applying, would
271	271	12 control 30% or more of the total amount of deposits which are
272	272	13 located in this State at insured depository institutions. For
273	273	14 purposes of this subsection (g), the words "insured depository
274	274	15 institution" shall mean State banks, national banks, and
275	275	16 insured savings associations. For purposes of this subsection
276	276	17 (g), the word "deposits" shall have the meaning ascribed to
277	277	18 that word in Section 3(l) of the Federal Deposit Insurance
278	278	19 Act. For purposes of this subsection (g), the total amount of
279	279	20 deposits which are considered to be located in this State at
280	280	21 insured depository institutions shall equal the sum of all
281	281	22 deposits held at the main banking premises and branches in the
282	282	23 State of Illinois of State banks, national banks, or insured
283	283	24 savings associations. For purposes of this subsection (g), the
284	284	25 word "affiliates" shall have the meaning ascribed to that word
285	285	26 in Section 35.2 of this Act.
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296	296	1 (2) Notwithstanding the provisions of paragraph (1) of
297	297	2 this subsection, the Secretary may approve an application for
298	298	3 a change in control for a bank that is in default or in danger
299	299	4 of default. Except in those instances in which an application
300	300	5 for a change in control is for a bank that is in default or in
301	301	6 danger of default, the Secretary may not approve a change in
302	302	7 control which does not meet the requirements of paragraph (1)
303	303	8 of this subsection. The Secretary may not waive the provisions
304	304	9 of paragraph (1) of this subsection, whether pursuant to
305	305	10 Section 3(d) of the federal Bank Holding Company Act of 1956 or
306	306	11 Section 44(d) of the Federal Deposit Insurance Act, except as
307	307	12 expressly provided in this paragraph (2) of this subsection.
308	308	13 (h) As used in this Section:
309	309	14 "Control" means the power, directly or indirectly, to
310	310	15 direct the management or policies of the bank or to vote 25% or
311	311	16 more of the outstanding stock of the bank. If there is any
312	312	17 question as to whether a change in control application should
313	313	18 be filed, the question shall be resolved in favor of filing the
314	314	19 application with the Secretary.
315	315	20 "Substantially all" the assets or liabilities of a State
316	316	21 bank means that portion of the assets or liabilities of a State
317	317	22 bank such that their purchase or transfer will materially
318	318	23 impair the ability of the State bank to continue successful,
319	319	24 safe, and sound operations or to continue as a going concern or
320	320	25 would cause the bank to lose its federal deposit insurance.
321	321	26 "Purchase" includes a transfer by gift, bequest,
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332	332	1 inheritance, or any other means.
333	333	2 As used in this Section, a person is acting in concert if
334	334	3 that person is acting in concert under federal laws or
335	335	4 regulations.
336	336	5 (Source: P.A. 100-888, eff. 8-14-18; 101-81, eff. 7-12-19.)
337	337	6 (205 ILCS 5/22) (from Ch. 17, par. 329)
338	338	7 Sec. 22. Merger procedure; resulting State bank. The
339	339	8 merger procedure required of a State bank where there is to be
340	340	9 a resulting State bank by consolidation or merger shall be:
341	341	10 (1) The board of directors of each merging bank or
342	342	11 insured savings association shall, by a majority of the
343	343	12 entire board, approve a merger agreement that shall
344	344	13 contain:
345	345	14 (a) The name of each merging bank or insured
346	346	15 savings association and its location and a list of
347	347	16 each merging bank's or insured savings association's
348	348	17 stockholders as of the date of the merger agreement;
349	349	18 (b) With respect to the resulting bank (i) its
350	350	19 name and place of business; (ii) the amount of Tier 1
351	351	20 capital; (iii) the classes and the number of shares of
352	352	21 stock and the par value of each share; (iv) the
353	353	22 designation of the continuing bank and the charter
354	354	23 which is to be the charter of the resulting bank,
355	355	24 together with the amendments to the continuing charter
356	356	25 and to the continuing by-laws; and (v) a detailed
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367	367	1 financial statement showing the assets and liabilities
368	368	2 after the proposed merger or consolidation;
369	369	3 (c) Provisions stating the method, terms and
370	370	4 conditions of carrying the merger into effect,
371	371	5 including the manner of converting the shares of the
372	372	6 merging banks or insured savings association into the
373	373	7 cash, shares of stock or other securities of any
374	374	8 corporation or other property, or any combination of
375	375	9 the foregoing, stated in the merger agreement as to be
376	376	10 received by the stockholders of each merging bank or
377	377	11 insured savings association;
378	378	12 (d) A statement that the agreement is subject to
379	379	13 approval by the Commissioner and by the stockholders
380	380	14 of each merging bank or insured savings association
381	381	15 and that whether approved or disapproved the merging
382	382	16 banks or insured savings association will pay the
383	383	17 Commissioner's expenses of examination;
384	384	18 (e) Provisions governing the manner of disposing
385	385	19 of the shares of the resulting bank not taken by the
386	386	20 dissenting stockholders of the merging banks or
387	387	21 insured savings association; and
388	388	22 (f) Such other provisions as the Commissioner may
389	389	23 reasonably require to enable him to discharge his
390	390	24 duties with respect to the merger.
391	391	25 (2) After approval by the board of directors of each
392	392	26 bank or insured savings association, the merger agreement
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403	403	1 shall be submitted to the Commissioner for approval,
404	404	2 together with certified copies of the authorizing
405	405	3 resolutions of each board of directors showing approval by
406	406	4 a majority of the entire board of each bank or insured
407	407	5 savings association.
408	408	6 (3) After receipt by the Commissioner of the papers
409	409	7 specified in paragraph (2), he shall approve or disapprove
410	410	8 the merger agreement. The Commissioner shall not approve
411	411	9 the merger agreement unless he shall be of the opinion and
412	412	10 shall find that:
413	413	11 (a) That the resulting bank meets the requirements
414	414	12 of this Act for the formation of a new bank at the
415	415	13 proposed main banking premises of the resulting bank;
416	416	14 (b) That the same matters exist with respect to
417	417	15 the resulting bank which would have been required
418	418	16 under Section 10 of this Act for the organization of a
419	419	17 new bank;
420	420	18 (c) That the merger agreement is fair to all
421	421	19 persons affected; and
422	422	20 (d) That the resulting bank will be operated in a
423	423	21 safe and sound manner; and .
424	424	22 (e) the resulting bank is insured by the Federal
425	425	23 Deposit Insurance Corporation and agrees to operate
426	426	24 subject to 2 U.S.C. 2901 et seq.
427	427	25 If the Commissioner disapproves an agreement he shall
428	428	26 state his objections and give an opportunity to the
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439	439	1 merging banks to amend the merger agreement to obviate
440	440	2 such objections.
441	441	3 (4) The Commissioner may impose such terms and
442	442	4 conditions on the approval of the merger agreement as he
443	443	5 deems necessary or appropriate.
444	444	6 (5) If the Commissioner approves a merger agreement,
445	445	7 he may revoke that approval if the merger has not been
446	446	8 approved by the shareholders in accordance with Section 23
447	447	9 within 180 days after the date of the Commissioner's
448	448	10 approval, unless a request has been submitted, in writing,
449	449	11 to the Commissioner for an extension and the request has
450	450	12 been approved.
451	451	13 (6) The board of directors of a bank or insured
452	452	14 savings association is under a continuing obligation until
453	453	15 the Commissioner takes action on the application to
454	454	16 furnish additional information if there are any material
455	455	17 changes in circumstances after the merger agreement has
456	456	18 been submitted which may affect the Commissioner's
457	457	19 opinions and findings.
458	458	20 (Source: P.A. 92-483, eff. 8-23-01.)
459	459	21 Section 10. The Savings Bank Act is amended by changing
460	460	22 Sections 8004, 8010, and 8015 as follows:
461	461	23 (205 ILCS 205/8004) (from Ch. 17, par. 7308-4)
462	462	24 Sec. 8004. Merger; adoption of plan.
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473	473	1 (a) Any depository institution may merge into a savings
474	474	2 bank operating under this Act, and a savings bank operating
475	475	3 under this Act may merge into a depository institution. The
476	476	4 board of directors of each merging depository institution, by
477	477	5 resolution adopted by a majority vote of all members of the
478	478	6 board, must approve the plan of merger.
479	479	7 (b) The plan of merger must include the following:
480	480	8 (1) The name of each of the merging depository
481	481	9 institutions, the name of the continuing savings bank or
482	482	10 resulting depository institution, the location of the
483	483	11 business office, and the location of the branch offices.
484	484	12 (2) With respect to the resulting savings bank or
485	485	13 resulting depository institution, the amount of capital,
486	486	14 surplus, and reserve for operating expenses; the classes
487	487	15 and the number of shares of stock and the par value of each
488	488	16 share; the charter and bylaws of the resulting depository
489	489	17 institution or savings bank; and a detailed financial
490	490	18 Statement showing the assets and liabilities after the
491	491	19 proposed merger.
492	492	20 (3) Provisions stating the method, terms, and
493	493	21 conditions of carrying the merger into effect, including
494	494	22 the manner of converting the shares of the merging
495	495	23 depository institutions into the cash, shares of stock, or
496	496	24 other securities or properties Stated in the merger
497	497	25 agreement to be received by the stockholders of each
498	498	26 merging depository institution.
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509	509	1 (4) Provisions governing the manner of disposing of
510	510	2 any shares of stock of the resulting savings bank or
511	511	3 resulting depository institution that are not taken by the
512	512	4 dissenting stockholders of each merging depository
513	513	5 institution.
514	514	6 (5) Other provisions that appear necessary or
515	515	7 desirable or that the Secretary may reasonably require to
516	516	8 enable him to discharge his duties with respect to the
517	517	9 merger.
518	518	10 (c) After approval by the board of directors of each
519	519	11 depository institution, the merger agreement shall be
520	520	12 submitted to the Secretary for approval, together with the
521	521	13 certified copies of the authorizing resolutions of each board
522	522	14 of directors showing approval by a majority of the entire
523	523	15 board of each merging depository institution. After receipt of
524	524	16 the items specified herein, the Secretary may make or cause to
525	525	17 be made an examination of the affairs of each of the merging
526	526	18 depository institutions and their affiliates and subsidiaries,
527	527	19 the expense of which is to be paid by the merging depository
528	528	20 institutions.
529	529	21 (d) The Secretary may then approve or disapprove the
530	530	22 proposed merger agreement. The Secretary shall not approve a
531	531	23 merger agreement unless he finds that:
532	532	24 (1) The resulting savings bank meets the requirements
533	533	25 of this Act for the formation of a new savings bank at the
534	534	26 proposed main office of the resulting savings bank.
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545	545	1 (2) The same conditions exist with respect to the
546	546	2 resulting savings bank that would be required under this
547	547	3 Act for the organization of a new savings bank.
548	548	4 (3) The merger agreement is fair to all persons
549	549	5 affected.
550	550	6 (4) The resulting savings bank will be operated in a
551	551	7 safe and sound manner.
552	552	8 (5) The resulting savings bank is insured by the
553	553	9 Federal Deposit Insurance Corporation and agrees to
554	554	10 operate subject to 2 U.S.C. 2901 et seq.
555	555	11 (e) If the Secretary disapproves of the proposed merger,
556	556	12 he shall State his objections in writing and give the merging
557	557	13 depository institutions a Stated period of time in which to
558	558	14 amend the plan of merger to address the objections.
559	559	15 (Source: P.A. 97-492, eff. 1-1-12.)
560	560	16 (205 ILCS 205/8010) (from Ch. 17, par. 7308-10)
561	561	17 Sec. 8010. Procedure to effect sale of all assets.
562	562	18 (a) The procedure to effect a sale authorized by Section
563	563	19 8009 of this Act shall be as follows:
564	564	20 (1) The board of directors shall adopt a resolution
565	565	21 setting forth the terms of the proposed sale and shall
566	566	22 submit the plan to the Secretary for his preliminary
567	567	23 approval. Upon receipt of approval by the Secretary, the
568	568	24 plan shall be submitted to a vote of the members at a
569	569	25 special or annual meeting.
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580	580	1 (2) The terms shall be set forth in the notice of the
581	581	2 meeting as prescribed in subsection (b) of Section 4003 of
582	582	3 this Act.
583	583	4 (3) The proposed sale will be approved by the members
584	584	5 or stockholders upon receiving in the affirmative
585	585	6 two-thirds or more of the total number of votes that all
586	586	7 members or stockholders of the savings bank are entitled
587	587	8 to cast. A proposal for the voluntary liquidation of the
588	588	9 savings bank may be submitted to the members or
589	589	10 stockholders at the same meeting or at any later meeting
590	590	11 called for that purpose in accordance with Article 4 of
591	591	12 this Act. A report of proceedings, certified by the
592	592	13 president or vice president and attested by the secretary
593	593	14 of the savings bank, setting forth the terms of the
594	594	15 proposed sale, the notice given and the time of its
595	595	16 mailing, the vote on the proposal, and the total number of
596	596	17 votes that all members or stockholders of the savings bank
597	597	18 are entitled to cast, shall be filed with the Secretary.
598	598	19 (b) If the Secretary finds that the proposed sale is fair
599	599	20 to all holders of capital, creditors, and other persons
600	600	21 concerned and provision has been made for the disposition of
601	601	22 the remaining assets, if any, of the savings bank, as provided
602	602	23 in this Act for voluntary liquidation, he shall issue to the
603	603	24 savings bank a certificate of authorization for the sale with
604	604	25 a copy of the filed report of proceedings attached to the
605	605	26 certificate.
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616	616	1 (b-5) A proposed sale shall not be approved by the
617	617	2 Secretary unless the resulting savings bank is insured by the
618	618	3 Federal Deposit Insurance Corporation and agrees to operate
619	619	4 subject to 2 U.S.C. 2901 et seq.
620	620	5 (c) When the Secretary's certificate is issued, the
621	621	6 savings bank may complete the sale so authorized; except that
622	622	7 the savings bank must also have the approval of the Federal
623	623	8 Deposit Insurance Corporation.
624	624	9 (d) If the sale includes the name of the savings bank, the
625	625	10 purchaser shall have the exclusive right to that name for a
626	626	11 period of 5 years.
627	627	12 (Source: P.A. 97-492, eff. 1-1-12.)
628	628	13 (205 ILCS 205/8015) (from Ch. 17, par. 7308-15)
629	629	14 Sec. 8015. Change in control.
630	630	15 (a) No person, whether acting directly or indirectly or
631	631	16 through or in concert with one or more persons, may acquire
632	632	17 control of a savings bank operating under this Act without
633	633	18 prior approval of the Secretary. The provisions of this
634	634	19 Section do not apply to an established holding company
635	635	20 acquiring control of a State savings bank if the transaction
636	636	21 is subject to approval under the Federal Deposit Insurance
637	637	22 Act, the federal Home Owners' Loan Act, or Section 3 of the
638	638	23 federal Bank Holding Company Act.
639	639	24 (b) Any person seeking to acquire control of a savings
640	640	25 bank or subsidiary of a savings bank operating under this Act
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651	651	1 shall submit an application in the form required by the
652	652	2 Secretary.
653	653	3 (c) The Secretary may examine the books and records of the
654	654	4 applicant and related persons, investigate any matter relevant
655	655	5 to the application, and require the applicant to submit
656	656	6 additional information and documents.
657	657	7 (d) The Secretary shall not approve an acquisition of
658	658	8 control unless the application and related examination and
659	659	9 investigation permit the Secretary to find positively on all
660	660	10 of the following matters:
661	661	11 (1) The applicant has filed a complete application,
662	662	12 has cooperated with all examinations and investigations of
663	663	13 the Secretary, and has submitted all information and
664	664	14 documents requested by the Secretary.
665	665	15 (2) The applicant and proposed management have the
666	666	16 necessary competence, experience, integrity, and financial
667	667	17 ability.
668	668	18 (3) The business plans of the applicant are consistent
669	669	19 with the safe and sound operation of the savings bank and
670	670	20 the purposes of this Act.
671	671	21 (4) The acquisition of control would not be
672	672	22 inequitable to members, borrowers or creditors of the
673	673	23 savings bank.
674	674	24 (5) The applicant and proposed management have
675	675	25 complied with subsection (f) of this Section.
676	676	26 (6) The future prospects of the institution will not
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687	687	1 jeopardize the financial stability of the savings bank or
688	688	2 prejudice the interests of the members of the savings
689	689	3 bank.
690	690	4 (7) The savings bank is or will be insured by the
691	691	5 Federal Deposit Insurance Corporation and agrees to
692	692	6 operate subject to 2 U.S.C. 2901 et seq.
693	693	7 (e) Shares of stock or mutual members shares acquired in
694	694	8 violation of subsection (a) of this Section shall not be voted
695	695	9 and shall not be counted in calculating the total number of
696	696	10 shares eligible to vote. In addition to any other action
697	697	11 authorized under this Act, the Secretary may require
698	698	12 divestment of shares of stock acquired in violation of this
699	699	13 Section and may require retirement of the withdrawal value of
700	700	14 accounts providing mutual member voting shares acquired in
701	701	15 violation of this Section, in which case the savings bank
702	702	16 shall pay accrued interest on the retired withdrawal value and
703	703	17 shall not assess any penalty for early withdrawal.
704	704	18 (f) An individual, whether acting directly or indirectly
705	705	19 or through or in concert with one or more persons, shall file
706	706	20 written notice to the Secretary within 10 days of the
707	707	21 occurrence of either of the following events:
708	708	22 (1) becoming, directly or indirectly, the beneficial
709	709	23 owner of more than five percent of the voting shares of a
710	710	24 savings bank or savings bank holding company; or
711	711	25 (2) obtaining, directly or indirectly, the power to
712	712	26 cast more than five percent of the member votes of a
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