Code Section Group

Financial Code - FIN

DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966]

  ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. )

CHAPTER 3. Sale [4840 - 4879.17]

  ( Chapter 3 added by Stats. 1982, Ch. 1411, Sec. 3. )

ARTICLE 4.5. Sale of Partial Trust Business Unit by California State Bank or Savings Association to Uninsured Foreign (Other State) State Depository Corporation [4878.01 - 4878.08]
  ( Article 4.5 added by Stats. 1996, Ch. 887, Sec. 35. )

4878.01.
  

In this article, unless the context otherwise requires, “sale” means any sale described in Section 4878.02.

(Amended by Stats. 1996, Ch. 1064, Sec. 499.2. Effective January 1, 1997. Operative July 1, 1997.)

4878.02.
  

With the approval of the commissioner, a California state bank or savings association may sell a partial trust business unit to an uninsured foreign (other state) state depository corporation pursuant to (a) this article and (b) the law of the purchaser’s domicile.

(Amended by Stats. 1996, Ch. 1064, Sec. 499.3. Effective January 1, 1997. Operative July 1, 1997.)

4878.03.
  

A sale is subject to the provisions of Sections 4879.03 to 4879.09, inclusive, as if the sale were a sale of the type defined in Section 4879.01.

(Added by Stats. 1996, Ch. 887, Sec. 35. Effective September 25, 1996.)

4878.04.
  

If the commissioner finds all of the following with respect to an application for approval of a sale, the commissioner shall approve the application:

(a) That the shareholders’ equity of the purchaser will be adequate and that the financial condition of the purchaser will be satisfactory.

(b) That the directors and executive officers of the purchaser will be satisfactory.

(c) That the purchaser will afford reasonable promise of successful operation and that it is reasonable to believe that the purchaser will operate in a safe and sound manner and in compliance with all applicable laws.

(d) That the sale will be fair, just, and equitable. For purposes of this subdivision, in the case of any term of the sale that has been determined by agreement between the seller and the purchaser in an arm’s-length transaction, the commissioner shall find that the term is fair, just, and equitable to the seller and the purchaser.

(e) That the sale will not have a seriously adverse effect on the safety or soundness of the seller.

If the commissioner finds otherwise, the commissioner shall deny the application for approval of the sale.

(Amended by Stats. 1996, Ch. 1064, Sec. 499.4. Effective January 1, 1997. Operative July 1, 1997.)

4878.05.
  

After an application for approval of a sale has been approved by the commissioner and all conditions precedent to the sale have been fulfilled, the commissioner shall approve the agreement of sale and endorse the approval on the original or a copy of the agreement of sale. The sale shall become effective for all purposes at that time, except that, if the law of the purchaser’s domicile provides for the sale to become effective at a later time, it shall become effective at the later time.

(Amended by Stats. 1996, Ch. 1064, Sec. 499.5. Effective January 1, 1997. Operative July 1, 1997.)

4878.06.
  

A sale shall have the same effect as provided in Sections 4879.14 and 4879.15 in the case of a sale of the type defined in Section 4879.01.

(Added by Stats. 1996, Ch. 887, Sec. 35. Effective September 25, 1996.)

4878.07.
  

(a) In case a seller is a California state commercial bank and sells all of its trust business in a sale:

(1) As of the time when the sale becomes effective, the commissioner shall issue to the seller certificates of authority authorizing it to transact commercial banking business in replacement of the certificates of authority that the seller is required to surrender pursuant to paragraph (2).

(2) Promptly after the sale becomes effective, the seller shall surrender to the commissioner for cancellation its certificates of authority authorizing it to transact commercial banking business and trust business and shall file with the commissioner any report of the sale that the commissioner may require.

(b) In any other case, promptly after the sale becomes effective, the seller shall:

(1) Surrender to the commissioner for cancellation the certificate of authority or license for any office closed as a result of the sale.

(2) File with the commissioner any report of the sale that the commissioner may require.

(Amended by Stats. 1996, Ch. 1064, Sec. 499.6. Effective January 1, 1997. Operative July 1, 1997.)

4878.08.
  

(a) After a sale becomes effective, the seller or purchaser may issue an officers’ certificate stating that the seller sold a partial trust business unit to the purchaser, describing the business unit, and specifying the time at which the sale became effective.

(b) Any certificate issued pursuant to subdivision (a) shall be prima facie evidence of the fact of the sale and of the regularity of the proceedings taken for the sale and shall be conclusive evidence of the matters in favor of any innocent purchaser or encumbrancer for value.

(Added by Stats. 1996, Ch. 887, Sec. 35. Effective September 25, 1996.)

FINFinancial Code - FIN4.5.