Section 221.0901. Acquisitions of banks and bank holding companies.

 

(1)   Applicability. This section applies to acquisitions of an in-state bank or an in-state bank holding company by any company.

(2)   Definitions. In this section:

(a) “Affiliate" has the meaning set forth in 12 USC 1841 (k).

(b) “Bank" has the meaning set forth in 12 USC 1841 (c).

(c) “Bank holding company" has the meaning set forth in 12 USC 1841 (a), and unless the context otherwise requires, includes an in-state bank holding company, an out-of-state bank holding company and a foreign bank holding company.

(d) “Bank supervisory agency" means the U.S. office of the comptroller of the currency, the federal deposit insurance corporation, the board of governors of the federal reserve system, or any successor to these agencies, or any agency of another state with primary responsibility for chartering and supervising banks.

(f) “Company" has the meaning set forth in 12 USC 1841 (b) and includes a bank holding company.

(g) “Control" shall be interpreted consistently with 12 USC 1841 (a).

(h) “Deposit" has the meaning set forth in 12 USC 1813 (1).

(i) “Depository institution" means any insured depository institution under 12 USC 1813 (c) (2) and (3).

(j) “Foreign bank holding company" means a bank holding company that is organized under the laws of a country other than the United States or any territory or possession of the United States.

(jm) “Home state" means, with respect to an out-of-state bank, the state in which the bank is chartered and, with respect to an out-of-state bank holding company, the state in which the total deposits of all banking subsidiaries of the company are the largest.

(k) “In-state bank" means a bank that is organized under this chapter, a trust company bank organized under ch. 223 or a bank organized under federal law and having its principal place of business in this state.

(L) “In-state bank holding company" means a bank holding company that has its principal place of business in this state or a company that has control of a trust company organized under ch. 223 and is not controlled by a bank holding company other than an in-state bank holding company.

(Lm) “Out-of-state bank" means a bank that is not an in-state bank.

(m) “Out-of-state bank holding company" means a bank holding company that is not an in-state bank holding company and, unless the context requires otherwise, includes a foreign bank holding company.

(mm) “Out-of-state banking organization" means an out-of-state bank or out-of-state bank holding company.

(n) “Principal place of business" of a bank holding company means the state in which the total deposits of its bank subsidiaries are the greatest.

(p) “State" means any state, territory or other possession of the United States, including the District of Columbia.

(q) “Subsidiary" has the meaning set forth in 12 USC 1841 (d).

(3)   Approval requirements.

(a) Except as otherwise expressly permitted by federal law or par. (b) , no company may do any of the following without the prior approval of the division:

1. Merge or consolidate with an in-state bank holding company or in-state bank.

2. Assume direct or indirect ownership or control of:

a. More than 25 percent of any class of voting shares of an in-state bank holding company or an in-state bank, if the acquiring company is not a bank holding company prior to the acquisition.

b. More than 5 percent of any class of voting shares of an in-state bank holding company or an in-state bank, if the acquiring company is a bank holding company prior to the acquisition.

c. All or substantially all of the assets of an in-state bank holding company or an in-state bank.

3. Take other action that results in the direct or indirect acquisition of control of an in-state bank holding company or an in-state bank.

(b) The approval of the division is not needed under par. (a) in any of the following transactions:

1. A transaction arranged by the division or a bank supervisory agency to prevent the insolvency or closing of the acquired bank.

2. A transaction in which a bank forms its own bank holding company, if the ownership rights of the former bank shareholders are substantially similar to those of the shareholders of the new bank holding company.

(c)

1. In a transaction in which the division's approval is not required under par. (b) , the parties shall give written notice to the division at least 15 days before the effective date of the acquisition, unless a shorter period of notice is required under applicable federal law.

2. In a transaction in which the division's approval is not required because the transaction is expressly permitted under federal law, an out-of-state bank that will result from a merger, consolidation or other transaction involving an in-state bank shall give notice to the division of the proposed merger, consolidation or other transaction no later than the date on which it files an application for the proposed merger, consolidation or other transaction with the federal bank supervisory agency. The notification shall include all of the following:

a. A copy of the application submitted to the federal bank supervisory agency.

b. Evidence that the out-of-state bank has complied with any applicable requirements under subch. XV of ch. 180 .

c. Any filing fee required by the division.

(4)   Required application. A company that requires the division's approval under sub. (3) (a) shall do all of the following:

(a) File with the division an application in the form that the division requires.

(b) Pay to the division an application fee determined by the division.

(c) Reimburse the division for all actual costs incurred by the division in making an investigation related to the application under par. (a) and in holding any hearing on the application.

(d) Cause to be published a class 3 notice, under ch. 985 , in the form prescribed by the division, in the official state newspaper, of the application under par. (a) and of the opportunity for a hearing under sub. (5) . If the application is to acquire an in-state bank, the notice also shall be published in a newspaper of general circulation in the city, village or town where the home office of the in-state bank is located.

(e) File with the division proof of publication of the notice under par. (d) , upon completion of the publication of the notice.

(f) If the applicant is an out-of-state bank holding company, submit to the division with the application, proof that the applicant has complied with, or is exempt from, the requirements of subch. XV of ch. 180 .

(5)   Hearing.

(a) Except as provided in par. (b) , the division shall hold a hearing on the application under sub. (4) (a) if at least 25 residents of this state petition for a hearing within 30 days after the notice under sub. (4) (d) or if the division, on its own motion, calls for a hearing within 30 days after the notice under sub. (4) (d) . Except as provided in par. (b) , the division may not approve any transaction under sub. (3) (a) until the later of 30 days after the notice under sub. (4) (d) or 30 days after any hearing required under this paragraph.

(b) Paragraph (a) does not apply to a proposed transaction if the division finds that an emergency exists and that the proposed transaction is necessary and appropriate to prevent the probable failure of an in-state bank.

(6)   Standards for disapproval. The division may disapprove a transaction under sub. (3) (a) 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 bank or in-state bank holding company, the transaction would be contrary to the best interests of the shareholders or customers of the in-state bank or in-state bank holding company.

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

(c) Because the applicant or 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 bank or in-state bank holding company or contrary to the best interests of the public.

(d) The applicant has received a rating of “needs to improve record of meeting community credit needs" under 12 USC 2906 (b) (2) (C) or “substantial noncompliance in meeting community credit needs" under 12 USC 2906 (b) (2) (D) by the bank supervisory agency.

(f) The applicant has failed to enter into an agreement prepared by the division to comply with the 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.

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

(7)   State concentration limit. The division may not approve any transaction under sub. (3) (a) if, upon consummation of the transaction, the applicant would control a greater percentage of the total amount of deposits of insured depository institutions in the state than the percentage specified under 12 USC 1842 (d) (2) (B) (ii).

(8)   Age requirement.

(a) Except as provided in pars. (b) , (c) , and (d) , the division may not approve an application under sub. (3) (a) , other than an application by an in-state bank holding company or in-state bank, unless the in-state bank to be acquired, or all in-state bank subsidiaries of the in-state bank holding company to be acquired, have as of the proposed date of acquisition been in existence and in continuous operation for at least 5 years.

(b) Except as otherwise provided in this paragraph, the division may approve an application under sub. (3) (a) for an acquisition of an in-state bank holding company that owns one or more in-state banks that have been in existence for less than 5 years, if the applicant divests itself of those in-state banks within 2 years after the date of acquisition of the in-state bank holding company by the applicant. This paragraph does not apply if the applicant is an in-state bank holding company or in-state bank.

(c) Paragraphs (a) and (b) do not apply to an in-state bank that is the surviving bank of a merger with an in-state bank that had been in existence and continuous operation for at least 5 years at the time of the merger or would have been in existence and in continuous operation for at least 5 years as of the proposed date of acquisition, if the merger had not taken place.

(d) Paragraph (a) does not apply to the merger or acquisition by an out-of-state banking organization of all or substantially all of the assets of an in-state bank, or of an in-state bank holding company that owns one or more in-state banks, if all of the following apply:

1. The laws of the home state of the out-of-state banking organization allow an in-state bank or in-state bank holding company to acquire an out-of-state banking organization in the home state.

2. The division determines under par. (e) that the laws of the home state of the out-of-state banking organization are reciprocal with respect to mergers and acquisitions.

(e)

1. The division shall periodically publish a list of states that the division has found have laws that are reciprocal for purposes of par. (d) 2. An out-of-state banking organization with a home state for which the division has made no such determination may request, on a form prescribed by the division, that the division make a determination regarding the home state.

2. The division shall make determinations under subd. 1. in writing. The division may not determine that the laws of a state are reciprocal under subd. 1. unless the division finds that the laws of that state allow an in-state bank or in-state bank holding company to merge with or acquire an out-of-state banking organization under terms and conditions that are substantially similar to the terms and conditions under this section. In making such a finding, the division shall consider, at a minimum, whether the laws of that state discriminate in any way against an in-state bank or in-state bank holding company and whether the laws of that state impose regulatory burdens that are substantially more restrictive than the requirements under this section that apply to an out-of-state banking organization seeking to merge or acquire an in-state bank or in-state bank holding company.

(9)   Reports. Each bank holding company that controls an in-state bank or an in-state bank holding company shall submit to the division reports under s. 221.0526 .

(10)   Penalties. The division may enforce the provisions of this section pursuant to s. 220.04 (9) .

1995 a. 336 ; 1997 a. 146 ; 2003 a. 293 ; 2005 a. 217 . Cross-reference: See also chs. DFI-Bkg 3 , 4 , and 19 , Wis. adm. code.