Ga. Comp. R. & Regs. R. 80-1-1-.11 - Acquisition of Voting Control of Large Financial Institutions
(1) Notice and
approval to acquire voting control of a large state chartered financial
institution. No person shall (a) acquire voting control of any large financial
institution or (b) initiate or actively propose in opposition to the board of
directors of the large financial institution any corporate action by a large
financial institution, in each case without the prior approval of the
Department, pursuant to the notice and approval procedures set forth in Part 10
of Title 7. The person shall provide a certification to the Department, along
with a copy of the actual notification to the affected large financial
institution, that it has filed an application with the Department under this
Section. No application for acquisition of voting control of a large financial
institution shall be considered complete until such certification and copy of
the required notification are filed and accepted by the Department.
(2) Exceptions.
(a) Any person who acquires voting control of
a large financial institution solely for the purpose of investment shall not be
subject to the requirement set forth in subsection (1)(a) of this Rule
80-1-1-.11.
(b) Any person who acquired voting control of
a large financial institution prior to November 19, 2007, shall not be subject
to the requirement set forth in subsection (1)(a) of this Rule
80-1-1-.11, although subsection
(1)(a) shall apply to any subsequent acquisition of voting securities of such
large financial institution by such person.
(c) Any person who is (i) registered as an
"investment company" under the Investment Company Act of 1940 and (ii) eligible
to report its holdings on a Schedule 13G under Rule 13d-1(c) promulgated under
the Securities Exchange Act of 1934 shall not be subject to the requirement set
forth in subsection (1) of this Rule
80-1-1-.11.
(d) Any person who has voting control of less
than one percent of a large financial institution shall not be subject to the
requirement set forth in subsection (1)(b) of this Rule
80-1-1-.11.
(3) Definitions.
(a) Acting in concert. For purposes of this
Rule 80-1-1-.11,
acting in concert may include, without limitation, any of the following:
1. knowing participation in a joint activity
or interdependent conscious parallel action towards a common goal whether or
not pursuant to an express agreement; or
2. a combination or pooling of voting or
other interests in the securities for a common purpose pursuant to any
contract, understanding, relationship, agreement or other arrangement, whether
written or otherwise.
A person or company which acts in concert with another person or company ("other party") shall also be deemed to be acting in concert with any person or company who is also acting in concert with that other party, except that any tax-qualified employee stock benefit plan as defined in 12 CFR 563b.2(a)(39) will not be deemed to be acting in concert with its trustee or a person who serves in a similar capacity solely for the purpose of determining whether stock held by the trustee and stock held by the plan will be aggregated.
(b)
Corporate action. For purposes of this Rule
80-1-1-.11, corporate action may
include, without limitation, any of the following:
1. an extraordinary corporate transaction,
such as a merger, reorganization or liquidation involving a large financial
institution or any of its subsidiaries;
2. a sale or transfer of a material amount of
assets of a large financial institution or any of its subsidiaries;
3. any change in the present board of
directors or management of a large financial institution, including any plan or
proposal to change the number or term of directors or to fill any existing
vacancies on the board;
4. any
material change in the present capitalization or dividend policy of a large
financial institution;
5. any other
material change to a large financial institution's business or corporate
structure;
6. changes in a large
financial institution's charter, bylaws or other instruments or other actions
which may impede or facilitate the acquisition of control of a large financial
institution by any person;
7.
causing a class of securities of a large financial institution to be delisted
from a national securities exchange or to cease to be authorized to be quoted
in an inter-dealer quotation system of a registered national securities
association;
8. a class of equity
securities of a large financial institution becoming eligible for termination
of registration pursuant to Section 12(g)(4) of the Securities Act of 1933;
and
9. any action similar to any of
those enumerated above.
(c) Large financial institution. A
state-chartered financial institution or bank holding company having
consolidated assets in excess of $ 5 billion in the aggregate, as determined as
of the end of the most recent fiscal quarter of the financial institution or
bank holding company, as applicable, and set forth in its most recent quarter
end financial statements filed pursuant to the Securities Exchange Act of
1934.
(d) Person. An individual or
a corporation, partnership, limited liability company, trust, association,
joint venture, pool, syndicate, sole proprietorship, unincorporated
organization, or any other form of entity not specifically listed in this
paragraph.
(e) Solely for the
purpose of investment. Held by the acquirer with no intention of participating
in the formulation, determination or direction of the basic business decisions
of the financial institution. Any person holding shares of a financial
institution in a fiduciary capacity shall be deemed to hold such shares solely
for the purpose of investment unless such person is acting in concert with a
person other than its beneficiary. Any person exercising voting control in
connection with a proposal of corporate action shall not be deemed to have
acquired voting control solely for the purpose of investment intent.
(f) Voting control. The power of any person,
acting directly or indirectly or acting in concert with one or more persons, to
exercise the voting rights of five percent or more of any class of voting
securities whether or not such voting rights are exercised by the shareholder
with the rights to dispose of the shares giving rise to such voting rights. A
person shall be deemed to have the power to vote securities that it has the
right to acquire in the future.
Notes
State regulations are updated quarterly; we currently have two versions available. Below is a comparison between our most recent version and the prior quarterly release. More comparison features will be added as we have more versions to compare.
No prior version found.