Section 215.36. Interstate acquisition and merger of associations.

 

(1)   Definitions. In this section:

(a) “In-state savings and loan" means an association or federal savings and loan association, both having their home offices in this state.

(b) “In-state savings and loan holding company" means a savings and loan holding company that has its principal place of business in this state and is not owned or controlled by a company having its principal place of business outside of this state.

(c) “Merger" includes absorptions under ss. 215.53 and 215.73 .

(d) “Regional savings and loan" means a foreign association, if its accounts are insured by the deposit insurance corporation, or a federal savings and loan association, both having their home offices located in one of the regional states and that, if owned or controlled by a company, is owned or controlled by a regional state savings and loan holding company or by an in-state savings and loan holding company.

(e) “Regional savings and loan holding company" means a savings and loan holding company that has its principal place of business in a regional state and is not owned or controlled by a company having its principal place of business outside of the regional states.

(f) “Regional states" means the states of Illinois, Indiana, Iowa, Kentucky, Michigan, Minnesota, Missouri and Ohio.

(2)   In-state savings and loans.

(a) An in-state savings and loan may do any of the following:

1. Acquire direct or indirect ownership or control of voting shares of one or more regional savings and loans or acquire an interest in, or some or all of the assets and liabilities of, one or more regional savings and loans.

2. Merge with one or more regional savings and loans.

(b) An in-state savings and loan proposing any action under par. (a) shall provide the division a copy of any original application seeking approval by a federal agency or by an agency of the regional state and of any supplemental material or amendments filed in connection with any application.

(3)   In-state savings and loan holding companies.

(a) An in-state savings and loan holding company may do any of the following:

1. Acquire direct or indirect ownership or control of voting shares of one or more regional savings and loans or regional savings and loan holding companies or acquire an interest in, or some or all of the assets of, one or more regional savings and loans or regional savings and loan holding companies.

2. Merge with one or more regional savings and loan holding companies.

(b) An in-state savings and loan holding company proposing any action under par. (a) shall provide the division a copy of any original application seeking approval by a federal agency or by an agency of the regional state and of any supplemental material or amendments filed in connection with any application.

(4)   Regional savings and loans and regional savings and loan holding companies. Except as provided in sub. (5) , a regional savings and loan or regional savings and loan holding company may do any of the following:

(a) Acquire direct or indirect ownership or control of voting shares of one or more in-state savings and loans or in-state savings and loan holding companies or acquire an interest in, or some or all of the assets and liabilities of, one or more in-state savings and loans or in-state savings and loan holding companies.

(b) Merge with one or more in-state savings and loan holding companies.

(5)   Limitations. A regional savings and loan or regional savings and loan holding company may not take any action under sub. (4) until all of the following conditions have been met:

(a) The division finds that the statutes of the regional state in which the regional savings and loan or regional savings and loan holding company has its principal place of business permit all of the following:

1. In-state savings and loans to acquire one or more regional savings and loans in the regional state.

2. In-state savings and loan holding companies both to acquire one or more regional savings and loans and to acquire and merge with one or more regional savings and loan holding companies in the regional state.

(b) The division has not disapproved the acquisition of the in-state savings and loan or the acquisition or merger with the in-state savings and loan holding company under sub. (7) .

(c) The division gives a class 3 notice, under ch. 985 , in the official state newspaper, of the application to take an action under sub. (4) and of the opportunity for a hearing and, if at least 25 residents of this state petition for a hearing within 30 days of the final notice or if the division on the division's motion calls for a hearing within 30 days of the final notice, the division holds a public hearing on the application, except that a hearing is not required if the division finds that an emergency exists and that the proposed action under sub. (4) is necessary and appropriate to prevent the probable failure of an in-state savings and loan that is closed or in danger of closing.

(d) The division is provided a copy of any original application seeking approval by a federal agency of the acquisition of an in-state savings and loan or acquisition of or merger with an in-state savings and loan holding company and of any supplemental material or amendments filed with the application.

(e) The applicant has paid the division a fee of $1,000 together with the actual costs incurred by the division in holding any hearing on the application.

(f) With regard to an acquisition of an in-state savings and loan that is chartered on or after May 9, 1986, the in-state savings and loan has been in existence for at least 5 years before the date of its acquisition.

(6)   Condition on acquisition. If a regional state savings and loan holding company acquires an in-state savings and loan holding company that owns one or more in-state savings and loans that have been chartered on or after May 9, 1986, and that have been in existence for less than 5 years, the regional state savings and loan holding company shall divest itself of those in-state savings and loans within 2 years after the date of acquisition of the in-state savings and loan holding company by the regional state savings and loan holding company.

(7)   Standards for disapproval. The division may disapprove of any action under sub. (4) if the division finds any of the following:

(a) Considering the financial and managerial resources and future prospects of the applicant and of the in-state savings and loan or in-state savings and loan holding company concerned, the action would be contrary to the best interests of the shareholders or customers of the in-state savings and loan or in-state savings and loan holding company.

(b) The action would be detrimental to the safety and soundness of the applicant or of the in-state savings and loan or in-state savings and loan holding company concerned, or to a subsidiary or affiliate of the applicant or of the in-state savings and loan or in-state savings and loan holding company.

(c) Because the applicant, its executive officers, directors or principal shareholders have not established a record of sound performance, efficient management, financial responsibility and integrity, the action would be contrary to the best interests of the depositors, other customers, creditors or shareholders of the applicant or of the in-state savings and loan or in-state savings and loan holding company or contrary to the best interests of the public.

(cg) The applicant has failed to provide adequate and appropriate services required by the community reinvestment act of 1977 to the communities in which the applicant is located.

(cr) The applicant has failed to propose to provide adequate and appropriate services required by the community reinvestment act of 1977 in the community in which the in-state savings and loans which the applicant proposes to acquire or in-state savings and loan holding company which the applicant proposes to acquire or merge with is located.

(ct) The applicant has failed to enter into an agreement prepared by the division to comply with laws and rules of this state regulating consumer credit finance charges and other charges and related disclosure requirements, except to the extent preempted by federal law or regulation.

(d) Any of the conditions under sub. (5) (a) , (c) , (d) , (e) or (f) has not been met.

(e) The applicant fails to meet any other standards established by rule of the division.

(8)   Exception. This section does not prevent a regional savings and loan or regional savings and loan holding company from acquiring voting shares of one or more in-state savings and loans or savings and loan holding companies, subject to the limitations of 12 USC 1730a except that the standard for control in 12 USC 1730a (a) (2) shall be 10 percent rather than 25 percent.

(8m)   Branching not limited. This section does not limit branching authority under s. 215.13 (39) .

(9)   Applicability.

(a) Subsections (1) to (7) do not apply prior to January 1, 1987, except that the division may promulgate rules under sub. (7) (e) to be applicable no earlier than the date that subs. (1) to (7) apply.

(b) Subsections (1) to (7) apply as of the date, not earlier than January 1, 1987, that 3 regional states, at least 2 of which shall be from among the states of Illinois, Indiana, Iowa, Michigan and Minnesota, permit in-state savings and loan holding companies both to acquire one or more regional savings and loans and to acquire and merge with one or more regional savings and loan holding companies in those regional states.

(10)   When invalidated.

(a) Except as provided in par. (b) , if any part of subs. (1) to (7) is held to be unconstitutional, then all of subs. (1) to (7) shall be invalid.

(b) If any part of subs. (1) to (7) is held to be unconstitutional with respect to a savings and loan holding company, as defined under 12 USC 1730 (a), subs. (1) to (7) shall remain in effect with respect to in-state savings and loans and regional savings and loans.

(11)   Divestiture. Any savings and loan holding company that ceases to be an in-state savings and loan holding company or regional savings and loan holding company shall immediately notify the division of the change in its status and shall, as soon as practical and, in any case, within 2 years after the event causing it to no longer be one of these entities, divest itself of control of all in-state savings and loans and in-state savings and loan holding companies. A savings and loan holding company that fails to immediately notify the division is liable for a forfeiture of $500 for each day beginning with the day its status changes and ending with the day notification is received by the division.

1985 a. 325 , 332 ; 1989 a. 242 ; 1995 a. 27 , 104 . Cross-reference: See also ch. DFI-SL 19 , Wis. adm. code.