The Florida Senate

658.43  Approval by office; valuation of assets; emergency action.--

(1)  After approval by the board of directors of each constituent bank or trust company, the plan of merger and merger agreement shall be submitted to the office for approval, together with a certified copy of the authorizing resolutions of the board of directors of each constituent state bank or state trust company showing approval by a majority of the entire board of directors of each such state bank or state trust company, and evidence of proper action by the board of directors of any constituent national bank.

(2)  Without approval by the office, no asset shall be carried on the books of the resulting state bank or state trust company at a valuation higher than that on the books of the constituent bank or trust company at the time of the last examination by a state or national bank or trust company examiner before the effective date of the merger.

(3)  The office shall approve the plan of merger and merger agreement if it appears that:

(a)  The resulting state bank or state trust company meets all the requirements of state law as to the formation of a new state bank or state trust company, except that this provision shall not apply to the establishment of branches by merger as provided in s. 658.26

(b)  The agreement provides an adequate capital structure, including surplus, of the resulting state bank or state trust company in relation to its activities which are to continue or are to be undertaken, and also in relation to its deposit liabilities in the case of a resulting state bank.

(c)  The valuation is fair.

(d)  The merger is not contrary to the public interest.

If the office disapproves a plan of merger or merger agreement, it shall state its objections and, the provisions of chapter 120 notwithstanding, give an opportunity to the constituent banks, trust companies, or banks and trust companies to amend the plan of merger and merger agreement to obviate such objections.

(4)  If the resulting state bank is not to have trust powers, the office shall not approve a merger until adequate provision has been made for successors to fiduciary positions held by any constituent trust company or any constituent bank.

(5)  Approval by the office, by final order or otherwise, of a plan of merger or merger agreement shall be deemed subject to approval of the plan of merger and merger agreement by the stockholders of each constituent bank or trust company as provided in s. 658.44(1) and shall also be deemed subject to approval of the merger and the plan of merger and merger agreement by each appropriate federal regulatory agency. Unless all such approvals have been obtained and proper evidence thereof submitted to the office within 6 months after the approval by the office, the approval by the office of the plan of merger and merger agreement shall be deemed to be revoked and terminated; however, the office on its own motion, or at the request of the constituent banks or trust companies for good cause shown, may extend the time for a period not exceeding 6 months.

(6)  No merger with a resulting state bank or trust company shall take place or be effective without the issuance by the office of a certificate of merger.

(7)  Notwithstanding any other provisions of the financial institutions codes or of chapter 120, if the office or the appropriate federal regulatory agency finds that immediate action is necessary in order to prevent the probable failure of one or more banks, associations, or trust companies, which in this subsection may be referred to as a "failing financial entity," the office shall have the power, with the concurrence of the appropriate federal regulatory agency in the case of any bank or association the deposits of which are insured by the Federal Deposit Insurance Corporation, to issue an emergency order authorizing:

(a)  The merger of any such failing financial entity with a state bank;

(b)  The merger of any such failing financial entity with a state trust company;

(c)  Any state bank to acquire assets and assume liabilities of any such failing financial entity, including all rights, powers, and responsibilities as fiduciary in instances where the failing financial institution is actively engaged in the exercise of trust powers;

(d)  Any state trust company to acquire assets and assume liabilities of any such failing trust company and rights, powers, and responsibilities as fiduciary of such failing trust company;

(e)  The conversion of any such failing financial entity into a state bank or trust company;

(f)  The chartering of a new state bank or state association to acquire assets and assume liabilities of any such failing financial entity and to assume rights, powers, and responsibilities as fiduciary in cases where such failing financial entity is engaged in the exercise of trust powers; or

(g)  The chartering of a new state trust company to acquire assets and assume liabilities and rights, powers, and responsibilities as fiduciary of such failing trust company.

Any such finding by the office shall be based upon reports furnished to it by a state bank, association, or trust company examiner or by a federal bank or association examiner or upon other evidence from which it is reasonable to conclude that any such bank, association, or trust company is insolvent or is threatened with imminent insolvency. The office may disallow illegally obtained currency, monetary instruments, funds, or other financial resources from the capitalization requirements of this section. The stockholders of a failing bank, association, or trust company that is acquired by another bank or trust company pursuant to this subsection shall be entitled to the same procedural rights and to compensation for the remaining value of their shares as is provided for dissenters in s. 658.44, except that they shall have no right to vote against the transaction. Any transaction authorized by this subsection may be accomplished through the organization of a successor institution.

History.--s. 4, ch. 28016, 1953; ss. 12, 35, ch. 69-106; s. 3, ch. 76-168; s. 1, ch. 77-457; ss. 33, 151, 152, ch. 80-260; ss. 2, 3, ch. 81-318; s. 146, ch. 83-216; s. 19, ch. 89-229; s. 7, ch. 90-51; s. 1, ch. 91-307; ss. 1, 126, ch. 92-303; s. 1788, ch. 2003-261.

Note.--Former s. 661.04.