SLS 18RS-546 ORIGINAL
2018 Regular Session
SENATE BILL NO. 187
BY SENATOR MARTINY
FINANCIAL INSTITUTIONS. Provides relative to acquisition or change of control of
state-chartered financial institutions or holding companies. (8/1/18)
1 AN ACT
2 To enact R.S. 6:121.9, relative to state-chartered financial institutions or holding companies;
3 to provide for acquisition or change of control of state-chartered financial institutions
4 or holding companies; to provide relative to duties of the commissioner; to provide
5 for certain conditions, terms, and procedures; and to provide for related matters.
6 Be it enacted by the Legislature of Louisiana:
7 Section 1. R.S. 6:121.9 is hereby enacted to read as follows:
8 ยง121.9. Acquisition or change of control of state-chartered financial
9 institutions or holding companies; application and notification
10 A. As used in this Section:
11 (1) "Control" means the power, directly or indirectly, to direct the
12 management or policies of a person or to vote twenty-five percent or more of
13 any class of voting securities of a person. Control is presumed if immediately
14 after any transaction, the acquiring person or persons acting in concert will
15 own, control, or hold with power to vote ten percent or more of any class of
16 voting securities of the institution, and if either:
17 (a) The person has registered securities under Section 12 of the
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Coding: Words which are struck through are deletions from existing law;
words in boldface type and underscored are additions. SB NO. 187
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1 Securities Exchange Act of 1934, 15 U.S.C. 781, as amended.
2 (b) No other person will own, control, or hold the power to vote a
3 greater percentage of that class of voting securities immediately after the
4 transaction.
5 (2) "Holding company" means any person who directly or indirectly
6 owns, controls, or has power to vote twenty-five percent or more of any class of
7 the voting shares of any state-chartered financial institution or who controls in
8 any manner the election of a majority of the directors of a state-chartered
9 financial institution.
10 (3) "In concert" means knowing participation in a joint activity or
11 parallel action towards a common goal of acquiring control of a person whether
12 or not such participation is pursuant to an expressed agreement.
13 (4) "Person" means any natural or juridical person.
14 B. No person, acting directly, indirectly, through, or in concert with one
15 or more persons, shall acquire control of any state-chartered financial
16 institution or its holding company without the permission of the commissioner.
17 C.(1) A person seeking permission to acquire control of a
18 state-chartered financial institution or its holding company shall file an
19 application with the commissioner at least ninety days prior to the proposed
20 effective date of the acquisition of control.
21 (2) The application form may be developed by the commissioner or the
22 commissioner may accept a standardized form that utilizes criteria established
23 by the appropriate federal regulator of the institution or holding company.
24 D. The commissioner shall issue a written notice approving or
25 disapproving the proposed acquisition or change of control not later than sixty
26 days following the date the application was filed with the commissioner.
27 However, this period of time may be extended for a reasonable period of time
28 upon a showing of good cause by the commissioner that additional information
29 is required for a determination to be made upon the application.
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1 E. A notice of disapproval shall be issued if the competence, experience,
2 character, integrity, or financial responsibility of the applicant indicates that it
3 would not be in the best interest of the depositors of the institution or the public
4 to permit the proposed acquisition of control of the financial institution or its
5 holding company.
6 F. A decision shall be issued pursuant to the provisions of R.S. 6:132 and
7 review of such decision is subject to the provisions of Part III of Chapter 2 of
8 this Title.
The original instrument and the following digest, which constitutes no part
of the legislative instrument, were prepared by Michelle Ridge.
DIGEST
SB 187 Original 2018 Regular Session Martiny
Proposed law defines the following terms:
(1)"Control" means the power, directly or indirectly, to direct the management or
policies of a person or to vote 25% or more of any class of voting securities of a
person. Control is presumed if immediately after any transaction, the acquiring
person, or persons acting in concert, will own, control, or hold with power to vote
ten percent or more of any class of voting securities of the institution, and if either:
(a)The person has registered securities under Section 12 of the Securities
Exchange Act of 1934, as amended.
(b)No other person will own, control, or hold the power to vote a greater
percentage of that class of voting securities immediately after the transaction.
(2) "Holding company" means any person who directly or indirectly owns, controls, or
has power to vote 25% or more of any class of the voting shares of any
state-chartered financial institution or which controls in any manner the election of
a majority of the directors of a Louisiana state-chartered financial institution.
(3)"In concert" means knowing participation in a joint activity or parallel action towards
a common goal of acquiring control of a person whether or not such participation is
pursuant to an expressed agreement.
(4)"Person" means any natural or juridical person.
Proposed law provides that no person, acting directly, indirectly, through, or in concert with
one or more persons, shall acquire control of any state-chartered financial institution or its
holding company without the permission of the commissioner.
Proposed law provides that a person seeking permission to acquire control of a state-
chartered financial institution or its holding company shall file an application with the
commissioner at least 90 days prior to the proposed effective date of the acquisition of
control.
Proposed law allows the commissioner to develop the application form or accept a
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Coding: Words which are struck through are deletions from existing law;
words in boldface type and underscored are additions. SB NO. 187
SLS 18RS-546 ORIGINAL
standardized form that utilizes criteria established by the appropriate federal regulator of the
institution or holding company.
Proposed law requires the commissioner to issue a written notice approving or disapproving
the proposed acquisition or change of control not later than 60 days following the date the
application was filed with the commissioner. However, this period of time may be extended
for a reasonable period of time upon a showing of good cause by the commissioner that
additional information is required for a determination to be made upon the application.
Proposed law provides that a notice of disapproval shall be issued if the competence,
experience, character, integrity, or financial responsibility of the applicant or applicants
indicates that it would not be in the best interest of the depositors of the institution or the
public to permit the proposed acquisition of control of the financial institution or its holding
company.
Proposed law provides for the issuance of a decision and the review of such decision.
Effective August 1, 2018.
(Adds R.S. 6:121.9)
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Coding: Words which are struck through are deletions from existing law;
words in boldface type and underscored are additions.