Conn. Gen. Stat. § 36a-412

Current with legislation from the 2024 Regular and Special Sessions.

Section 36a-412 - (Formerly Sec. 36-555). Out-of-state banks: Merger, consolidation and acquisition. De novo branches. Powers of branches. Loan production offices. Applicability of Connecticut law. Commissioner approval

(a)

(1) Any out-of-state bank, whether or not owned or controlled by an out-of-state holding company, may, with the approval of the commissioner, merge or consolidate with or acquire a branch or significant part of the assets or ten per cent or more of the stock of a bank provided such bank has been in existence and continuously operating for at least five years, unless the commissioner waives this requirement, where the institution resulting from any such merger or consolidation is an out-of-state bank, provided the laws of the home state of such out-of-state bank authorize, under conditions no more restrictive than those imposed by the laws of this state as determined by the commissioner, a bank to merge or consolidate with or purchase a branch or significant part of the assets or ten per cent or more of the stock of an out-of-state bank whose home state is such state. Such merger, consolidation or acquisition shall not take place if the out-of-state bank, including all insured depository institutions which are affiliates of the out-of-state bank, upon consummation of the merger, consolidation or acquisition, would control thirty per cent or more of the total amount of deposits of insured depository institutions in this state, unless the commissioner permits a greater percentage of such deposits. Any such merger, consolidation or acquisition of assets or stock shall be effected in accordance with and subject to the filing requirements and any limitations imposed by the laws of this state with respect to mergers, consolidations and acquisitions between banks. Any such out-of-state bank that engages in business in this state shall comply with the requirements of section 33-920 or subsection (a) of section 33-1210. Before approving any such merger, consolidation or acquisition, the commissioner shall make such considerations, determinations and findings as required by the laws of this state with respect to mergers, consolidations and acquisitions between banks and, in addition, shall consider whether such merger, consolidation or acquisition can reasonably be expected to produce benefits to the public and whether such benefits clearly outweigh possible adverse effects, including, but not limited to, an undue concentration of resources and decreased or unfair competition. The commissioner shall not approve such merger, consolidation or acquisition unless the commissioner considers whether:

(A) The investment and lending policies of the out-of-state bank, in the case of a merger or acquisition of assets, or the proposed investment and lending policies of the bank, in the case of an acquisition of stock, or of the institution that will result from a consolidation, are consistent with safe and sound banking practices and will benefit the economy of this state;

(B) the services of the bank or branch to be acquired, or of the institution that will result from a merger, or the proposed services of the institution that will result from a consolidation, are consistent with safe and sound banking practices and will benefit the economy of this state;

(C) the merger, consolidation or acquisition will not substantially lessen competition in the banking industry of this state;

(D) in the case of a merger or consolidation or the acquisition of twenty-five per cent or more of such stock, the out-of-state bank (i) has sufficient capital to ensure, and agrees to ensure, that the bank to be acquired or the institution that will result from the merger or consolidation will comply with applicable minimum capital requirements, and (ii) has sufficient managerial resources to operate the bank to be acquired or the institution that will result from the merger or consolidation in a safe and sound manner; and

(E) the out-of-state bank is in compliance with applicable minimum capital requirements. The commissioner shall not approve such merger, consolidation or acquisition unless the commissioner makes the findings required by section 36a-34. Any out-of-state bank that merges or consolidates with or acquires a branch pursuant to this subdivision may establish additional branches in this state.

(2) Any out-of-state bank, other than a foreign bank, may, with the approval of the commissioner, and in accordance with the provisions of this subdivision, establish a de novo branch in this state. Any such establishment shall be effected in accordance with and subject to the filing requirements and any limitations imposed by section 36a-145. Any such out-of-state bank that engages in business in this state shall comply with the requirements of section 33-920 or subsection (a) of section 33-1210. Before approving any such establishment, the commissioner shall make such considerations, determinations and findings as required by section 36a-145 and, in addition, shall consider whether such establishment can reasonably be expected to produce benefits to the public and whether such benefits clearly outweigh possible adverse effects, including, but not limited to, an undue concentration of resources and decreased or unfair competition. The commissioner shall not approve such establishment unless the commissioner considers whether:

(A) The investment and lending policies of the out-of-state bank are consistent with safe and sound banking practices and will benefit the economy of this state;

(B) the proposed services of the branch are consistent with safe and sound banking practices and will benefit the economy of this state;

(C) the establishment will not substantially lessen competition in this state;

(D) the out-of-state bank is adequately managed and will continue to be adequately managed upon establishment of such branch; and

(E) the out-of-state bank is in compliance with applicable minimum capital requirements. The commissioner shall not approve such establishment unless the commissioner makes the findings required by section 36a-34. An out-of-state bank which has established a de novo branch in this state in accordance with this subdivision may establish additional branches in this state.

(3) Any out-of-state bank, regardless of whether it has a branch in this state, may merge or consolidate with or acquire a branch in this state of an out-of-state bank that has a branch in this state.

(4)

(A) The laws of this state, including laws regarding (i) community reinvestment pursuant to sections 36a-30 to 36a-33, inclusive; (ii) consumer protection pursuant to sections 36a-41 to 36a-45, inclusive, 36a-290 to 36a-304, inclusive, 36a-306, 36a-307, 36a-315 to 36a-323, inclusive, 36a-645 to 36a-647, inclusive, 36a-690, 36a-695 to 36a-700, inclusive, 36a-705 to 36a-707, inclusive, 36a-715 to 36a-719l, inclusive, 36a-725, 36a-726, 36a-755 to 36a-759, inclusive, 36a-770 to 36a-788, inclusive, and 36a-800 to 36a-812, inclusive; (iii) fair lending pursuant to sections 36a-737, 36a-740 and 36a-741; and (iv) establishment of interstate branches pursuant to section 36a-145 shall apply to any branch in this state of an out-of-state bank, other than a federally chartered out-of-state bank, to the same extent as such laws apply to a branch in this state of an out-of-state national banking association.

(B) An out-of-state bank, other than a federally chartered out-of-state bank, that establishes a branch in this state may conduct any activity at such branch that is permissible under the laws of the home state of such out-of-state bank, to the extent such activity is permissible either for a Connecticut bank or for a branch in this state of an out-of-state national banking association. If the commissioner determines that a branch in this state of an out-of-state bank, other than a federally chartered out-of-state bank, is being operated in violation of any applicable law of this state or in an unsafe and unsound manner, the commissioner may take any enforcement action authorized under this title against such out-of-state bank to the same extent as if such branch were a Connecticut bank, provided the commissioner shall promptly give notice of such action to the home state banking regulator of such out-of-state bank and, to the extent practicable, shall consult and cooperate with such regulator in pursuing and resolving such action. For purposes of this subparagraph, "activity" includes acquiring or retaining any investment.

(5) Any out-of-state bank that merges or consolidates with or acquires the assets of a bank or establishes in this state a de novo branch shall be subject to the supervision and examination of the commissioner and shall make reports to the commissioner as required by the laws of this state. The commissioner may examine and supervise the Connecticut branches of any such out-of-state bank and may enter into agreements with other state or federal banking regulators or similar regulators in a foreign country concerning such examinations or supervision. Any such agreement may include provisions concerning the assessment or sharing of fees for such examination or supervision. Unless waived by the commissioner, the provisions of this section shall apply to the acquisition of the assets of any bank from the receiver of such bank by any out-of-state bank.

(6) No out-of-state bank may establish or maintain a branch in this state on the premises or property of an affiliate of such bank if the affiliate engages in commercial activities.

(b) A bank may merge or consolidate with an out-of-state bank where the resulting institution is a bank, or acquire a branch or a significant part of the assets or ten per cent or more of the stock of an out-of-state bank, in accordance with applicable law. Any such merger, consolidation or acquisition of assets or stock shall be effected in accordance with and subject to the limitations imposed by the laws of this state with respect to mergers, consolidations and acquisitions between banks. Any such bank may continue to operate as a branch the business of the out-of-state bank with which it has merged or consolidated or the assets of which it has acquired to the extent of the powers otherwise possessed by such bank. The commissioner may examine and supervise the out-of-state branches of any such Connecticut bank, and may enter into agreements with other state or federal banking regulators or similar regulators in a foreign country concerning such examinations or supervision. Any such agreement may include provisions concerning the assessment or sharing of fees for such examination or supervision.

(c) Any acquisition by a Connecticut bank of ten per cent or more of the stock of another bank or an out-of-state bank pursuant to the authority of subsection (b) of this section is not subject to any provisions of this title limiting the ownership of stock in such institutions.

(d) With the approval of the commissioner, any out-of-state bank, other than a foreign bank, may establish a loan production office in this state. The commissioner shall not approve the establishment of a loan production office under this subsection unless the commissioner has considered the out-of-state bank's record of compliance with the requirements of the Community Reinvestment Act of 1977, 12 USC 2901 et seq., as amended from time to time, and overall Community Reinvestment Act rating.

Conn. Gen. Stat. § 36a-412

(P.A. 83-411, S. 4, 20; 83-587, S. 84, 96; P.A. 84-546, S. 92, 173; P.A. 88-224, S. 3; P.A. 90-2, S. 4, 20; P.A. 91-189 , S. 10 , 13 ; P.A. 92-12 , S. 101 ; P.A. 93-24 , S. 7 , 9 ; P.A. 94-122 , S. 187 , 340 ; P.A. 95-155 , S. 27 , 29 ; P.A. 96-191 , S. 3 , 6 ; 96-256 , S. 196 , 209 ; P.A. 97-223 , S. 7 , 8 ; P.A. 98-58 , S. 1 , 3 ; 98-177 , S. 3 ; P.A. 99-33 , S. 1 , 3 ; 99-158 , S. 7 ; P.A. 01-76 , S. 4 , 5 ; P.A. 03-196 , S. 7 ; P.A. 04-136 , S. 37 ; P.A. 07-14 , S. 3 ; P.A. 09-100 , S. 9 ; P.A. 12-96 , S. 30 , 31 ; P.A. 14-89 , S. 20 ; 14-187 , S. 47 ; P.A. 15-235 , S. 32 .)

Amended by P.A. 22-0094, S. 13 of the Connecticut Acts of the 2022 Regular Session, eff. 10/1/2022.

Amended by P.A. 15-0235, S. 32 of the Connecticut Acts of the 2015 Regular Session, eff. 7/7/2015.

Amended by P.A. 14-0089, S. 20 of the Connecticut Acts of the 2014 Regular Session, eff. 10/1/2014.

Amended by P.A. 12-0096, S. 31 of the the 2012 Regular Session, eff. 6/8/2012.

Amended by P.A. 12-0096, S. 30 of the the 2012 Regular Session, eff. 6/8/2012.

Amended by P.A. 09-0100, S. 9 of the the 2009 Regular Session, eff. 6/3/2009.