citation: FIN § 4840

text:
In this chapter, unless the context otherwise requires:

(a) “Branch business unit” means all or substantially all of the business of a branch office of a depository corporation.

(b) “Business unit” means a branch business unit, a partial business unit, or a whole business unit.

(c) “Independent trust company” means a trust company that is neither a commercial bank nor a title insurance company.

(d) “Fiduciary asset,” when used with respect to a depository corporation that transacts trust business, means any asset that the depository corporation holds in its capacity as fiduciary.

(e) “Partial business unit” means all or substantially all of any of the following:

(1) The business of any office, other than the head office, of a depository corporation.

(2) In the case of a depository corporation that transacts trust business:

(A) The trust business of the depository corporation, unless the depository corporation transacts only trust business.

(B) The trust business of any office of the depository corporation.

(C) The business, other than trust business, of the depository corporation.

(D) The business, other than trust business, of any office of the depository corporation.

In addition, “partial business unit” means any deposit, any fiduciary account, or any portion of the business of a depository corporation that includes a deposit or fiduciary account and that is less than substantially all of the business of the depository corporation.

(f) “Partial trust business unit” means:

(1) In the case of a California state depository corporation that is an independent trust company:

(A) All or substantially all of the business of any office, other than the head office, of the depository corporation.

(B) Any partial business unit consisting of one or more fiduciary accounts and no deposits.

(2) In the case of a California state depository corporation that is a commercial bank or savings association:

(A) All or substantially all of the trust business of the depository corporation.

(B) All or substantially all of the trust business of any office, other than the head office, of the depository corporation.

(C) Any partial business unit consisting of one or more fiduciary accounts and no deposits.

(g) “Purchaser” means a depository corporation that purchases a business unit from another depository corporation pursuant to the provisions of this chapter.

(h) “Seller” means a depository corporation that sells a business unit to another depository corporation pursuant to the provisions of this chapter.

(i) “Whole business unit” means all or substantially all of the business of a depository corporation.

history: (History: Amended by Stats. 1996, Ch. 887, Sec. 25. Effective September 25, 1996.)

chapter: 3. Sale

article: 1. General Provisions

path: 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION > 3. Sale > 1. General Provisions


kind: section

code: FIN

citation: FIN § 4841

text: The provisions of Section 1001 of the Corporations Code shall not apply to any transaction which is subject to this chapter.

history: (History: Added by Stats. 1982, Ch. 1411, Sec. 3.)

division: 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION

article: 1. General Provisions


citation: FIN § 4842

text: If a trust is transferred under this chapter, the transfer shall be good cause for removal of the trustee under the Trust Law (Division 9 (commencing with Section 15000) of the Probate Code).

history: (History: Repealed and added by Stats. 1995, Ch. 480, Sec. 126. Effective October 2, 1995.)

article: 1. General Provisions


citation: FIN § 4843

text:
In case a national banking association or federal savings association that is authorized to transact trust business in this state sells a partial business unit located in this state of the type described in paragraph (1) or subparagraph (A) or (B) of paragraph (2) of subdivision (e) of Section 4840 to a national banking association or federal savings association pursuant to federal law, the sale shall:

(a) Have the same effect as provided in subdivision (e) of Section 4879.14 in the case of a sale of the type defined in Section 4879.01.

(b) Be subject to the provisions of Section 4842.

history: (History: Amended by Stats. 2003, Ch. 404, Sec. 9. Effective January 1, 2004.)

article: 1. General Provisions


citation: FIN § 4845

text: In this article, unless the context otherwise requires, “sale” means any of the sales described in Section 4846.

history: (History: Amended by Stats. 1996, Ch. 1064, Sec. 487. Effective January 1, 1997. Operative July 1, 1997.)

path: 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION > 3. Sale > 2. Sale of Whole Business Unit to California State Depository Corporation or California State-Licensed Foreign (Other Nation) Bank


citation: FIN § 4846

text:
With the approval of the commissioner:

(a) A bank may sell its whole business unit to a California state bank or a California state-licensed foreign (other nation) bank pursuant to (1) this article, (2) in case the seller is a national banking association or a California federally licensed foreign (other nation) bank, federal law, and (3) in case the seller or purchaser is a foreign bank, the law of the foreign bank’s domicile.

(b) An industrial loan company may sell its whole business unit to a California industrial loan company pursuant to (1) this article and (2) in case the seller is a foreign (other state) industrial loan company, the law of the foreign industrial loan company’s domicile.

(c) A depository corporation of any class may sell its whole business unit to a California state depository corporation of another class or a California state-licensed foreign (other nation) bank pursuant to (1) this article, (2) in case the seller is a federal depository corporation or a California federally licensed foreign (other nation) bank, federal law, (3) in case the seller is a foreign depository corporation, the law of the foreign depository corporation’s domicile, and (4) in case the purchaser is a California state-licensed foreign (other nation) bank, the law of the foreign bank’s domicile.

history: (History: Amended by Stats. 1996, Ch. 1064, Sec. 488. Effective January 1, 1997. Operative July 1, 1997.)

article: 2. Sale of Whole Business Unit to California State Depository Corporation or California State-Licensed Foreign (Other Nation) Bank


citation: FIN § 4847

text:
A seller and purchaser shall make an agreement of sale, providing:

(a) That the seller shall sell to the purchaser, and the purchaser shall purchase from the seller, the seller’s whole business unit.

(b) That the purchaser will assume and be subject to all the debts and liabilities of the seller in the same manner as if the purchaser had itself incurred them.

(c) Other provisions as may be appropriate.

history: (History: Amended by Stats. 1995, Ch. 480, Sec. 132. Effective October 2, 1995.)


citation: FIN § 4848

text:
The agreement of sale shall be approved by the seller and purchaser, as follows:

(a) In the case of a California state depository corporation:

(1) If the sale constitutes a reorganization, as defined in Section 181 of the Corporations Code, the agreement of sale shall be approved as required by Chapter 12 (commencing with Section 1200) of Division 1 of Title 1 of the Corporations Code.

(2) If the sale does not constitute a reorganization, as defined in Section 181 of the Corporations Code, and if the California state depository corporation is the seller, the agreement of sale shall be approved by the board of the seller, and the principal terms of the agreement of sale shall be approved by the outstanding shares of the seller.

(3) If the sale does not constitute a reorganization, as defined in Section 181 of the Corporations Code, and if the California state depository corporation is the purchaser:

(A) If, as of the time when the agreement of sale is made, the deposits, if any, of the business unit are less than 10 percent of the total deposits of the purchaser and the fiduciary assets, if any, of the business unit are less than 10 percent of the total fiduciary assets of the purchaser, the agreement of sale shall be approved by the board of the purchaser.

(B) Otherwise, the agreement of sale shall be approved by the board of the purchaser, and the principal terms of the agreement of sale shall be approved by the outstanding shares of the purchaser.

(4) For purposes of paragraph (3):

(A) The amount of deposits shall be determined as of the end of the calendar quarter immediately preceding the making of the agreement of sale.

(B) The value of fiduciary assets shall be the net carrying value, as determined in conformity with generally accepted accounting principles, as of the end of the calendar quarter immediately preceding the making of the agreement of sale.

(b) In the case of a depository corporation other than a California state depository corporation, the agreement of sale shall be approved as required by the law of the depository corporation’s domicile.

history: (History: Amended by Stats. 1995, Ch. 480, Sec. 133. Effective October 2, 1995.)


citation: FIN § 4849

text:
(a) Any amendment to an agreement of sale shall be approved by the seller and purchaser, as follows:

(1) In the case of a California state depository corporation, by the board of the corporation, and, if the principal terms of the agreement of sale were required to be approved by the outstanding shares of the corporation under Section 4848 and if the amendment changes any of the principal terms of the agreement of sale, by the outstanding shares of the corporation.

(2) In the case of a depository corporation other than a California state depository corporation, as required by the law of the depository corporation’s domicile.

(b) If an agreement of sale is amended and if the amendment is approved as required by subdivision (a), the agreement of sale, as thus amended, constitutes the agreement of sale.

history: (History: Amended by Stats. 1996, Ch. 887, Sec. 27. Effective September 25, 1996.)


citation: FIN § 4850

text: In the case of a seller or purchaser which is a California state depository corporation, any approval of the outstanding shares of the corporation required by Section 4848 or 4849 may be given before or after the approval of the board of the corporation.

history: (History: Amended by Stats. 1995, Ch. 480, Sec. 135. Effective October 2, 1995.)


citation: FIN § 4851

text: In obtaining any approval of outstanding shares required for an agreement of sale, in case the purchaser is a California state depository corporation, the purchaser, and, in case the seller is a California state depository corporation or in case the purchaser is a California state depository corporation that is to issue securities in consideration of the sale, the seller, shall each provide to its shareholders information as the commissioner may require. In determining the information to be required, the commissioner shall give due consideration to regulations relating to proxy statements issued under Section 14 of the Securities Exchange Act of 1934 (15 U.S.C. Sec. 78n) by (a) the Securities and Exchange Commission, (b) in the case of a depository corporation that is a bank, the federal bank regulatory agencies, and (c) in the case of a depository corporation that is a savings association, the Office of Thrift Supervision.

history: (History: Amended by Stats. 1996, Ch. 1064, Sec. 489. Effective January 1, 1997. Operative July 1, 1997.)


citation: FIN § 4852

text: A purchaser or seller that is a California state depository corporation, with the approval of its board and without further approval of the outstanding shares, may, and any other purchaser or seller, with approval as may be required under the law of its domicile, may, abandon the sale at any time before the sale becomes effective, subject to the contractual rights, if any, of other parties, including the seller or purchaser, as the case may be.

history: (History: Amended by Stats. 1995, Ch. 480, Sec. 137. Effective October 2, 1995.)


citation: FIN § 4853

text: In case a purchaser is a California state depository corporation, the provisions of Chapter 13 (commencing with Section 1300) of Division 1 of Title 1 of the Corporations Code do not apply to the shareholders of the purchaser in a sale.

history: (History: Amended by Stats. 1995, Ch. 480, Sec. 138. Effective October 2, 1995.)


citation: FIN § 4854

text:
A purchaser shall file the following with the commissioner:

(a) A copy of the agreement of sale.

(b) An officers’ certificate of the purchaser, certifying that the agreement of sale has been approved by the purchaser as required by Sections 4848 and 4849.

(c) An officers’ certificate of the seller, certifying that the agreement of sale has been approved by the seller as required by Sections 4848 and 4849.

(d) An application for approval of the sale.

history: (History: Amended by Stats. 1996, Ch. 1064, Sec. 490. Effective January 1, 1997. Operative July 1, 1997.)


citation: FIN § 4855

text:
If the commissioner finds all of the following with respect to an application for approval of a sale, the commissioner shall approve the application:

(a) That the sale will not result in a monopoly and will not be in furtherance of any combination or conspiracy to monopolize or to attempt to monopolize the banking, savings association, or industrial loan business in any part of this state.

(b) That the sale will not have the effect in any section of this state of substantially lessening competition, tending to create a monopoly, or otherwise being in restraint of trade, or that the anticompetitive effect is clearly outweighed in the public interest by the probable effect of the sale in meeting the convenience and needs of the community to be served.

(c) That the shareholders’ equity of the purchaser will be adequate and that the financial condition of the purchaser will be satisfactory.

(d) That the directors and executive officers of the purchaser will be satisfactory.

(e) That the purchaser will afford reasonable promise of successful operation and that it is reasonable to believe that the purchaser will be operated in a safe and sound manner and in compliance with all applicable laws.

(f) That the sale will be fair, just, and equitable. For purposes of this subdivision, in the case of any term of the sale that has been determined by agreement between the seller and the purchaser in an arm’s length transaction, the commissioner shall find that the term is fair, just, and equitable to the seller and the purchaser.

(g) In the case of a sale where the seller is a California savings association, that the sale will not have a seriously adverse effect on the total availability of financing for housing in the market area of the seller in this state or that any effect of that type is clearly outweighed in the public interest by the probable effect of the sale in meeting the convenience and needs of the community to be served. Nothing in this subdivision authorizes the commissioner to require the purchaser to make financing for housing available.

If the commissioner finds otherwise, the commissioner shall deny the application for approval of the sale.

history: (History: Amended by Stats. 1996, Ch. 1064, Sec. 491. Effective January 1, 1997. Operative July 1, 1997.)


citation: FIN § 4857

text: After an application for approval of a sale has been approved and all conditions precedent to the sale have been fulfilled, the commissioner shall approve the agreement of sale and endorse the approval on the original or a copy of the agreement of sale, and at that time the sale shall become effective for all purposes.

history: (History: Amended by Stats. 1996, Ch. 1064, Sec. 493.1. Effective January 1, 1997. Operative July 1, 1997.)


citation: FIN § 4858

text:
When a sale becomes effective:

(a) Unless the purchaser provided otherwise in the application for approval of the sale or unless the commissioner provided otherwise in the approval of the application:

(1) The purchaser may establish and maintain a branch office at the head office of the seller and establish and maintain equivalent offices at the branch offices, places of business, extensions of offices, and other facilities, if any, of the seller.

(2) If the seller was authorized to transact and was transacting trust business, the purchaser, if it is a California state bank or savings association, may transact trust business.

(b) The commissioner shall issue to the purchaser certificates of authority, licenses, and other authorizations as may be necessary to carry out the provisions of subdivision (a).

history: (History: Amended by Stats. 1996, Ch. 1064, Sec. 494. Effective January 1, 1997. Operative July 1, 1997.)


citation: FIN § 4859

text:
When a sale becomes effective:

(a) The purchaser shall succeed, without other transfer, to all the rights and property of the seller except any rights and property of the seller which are specifically not sold to the purchasing corporation under the agreement of sale.

(b) The purchaser shall assume and be subject to all the debts and liabilities of the seller in the same manner as if the purchaser had itself incurred them.

(c) All rights of creditors of the seller and all liens upon the property of the seller shall be preserved unimpaired, provided that such liens upon the property of the seller shall be limited to the property affected thereby immediately prior to the time when the sale becomes effective.

(d) Any action or proceeding pending by or against the seller may be prosecuted to judgment, which shall bind the purchaser, or the purchaser may be proceeded against or substituted in place of the seller.

(e) Any reference to the seller in any writing, whether executed or taking effect before or after the sale, shall be deemed a reference to the purchaser, if not inconsistent with the other provisions of the writing.

(f) In case the seller was transacting trust business, the purchaser shall succeed, without further transfer, to the rights, obligations, properties, assets, investments, deposits, demands, agreements, and trusts of the seller under all trusts, executorships, administrations, guardianships, agencies, and all other fiduciary or representative capacities to the same extent as if the purchaser had originally assumed the fiduciary or representative capacities, and the purchaser shall be entitled to take and execute the appointment to all executorships, trusteeships, guardianships, and other fiduciary or representative capacities to which the seller is or may be named in wills, whenever probated, or to which the seller is or may be named or appointed by any other instrument.

history: (History: Amended by Stats. 1995, Ch. 480, Sec. 142. Effective October 2, 1995.)


citation: FIN § 4860

text: No action on account of any debt or liability assumed by a purchaser in a sale may be commenced against the seller more than one year after the time when the sale becomes effective.

history: (History: Added by Stats. 1982, Ch. 1411, Sec. 3.)


citation: FIN § 4861

text:
Promptly after a sale becomes effective:

(a) The seller shall:

(1) Surrender to the commissioner for cancellation the certificates of authority or licenses issued to it by the commissioner.

(2) File with the commissioner any report regarding the sale that the commissioner may require.

(b) In case the seller is a California state depository corporation, the seller shall wind up and dissolve. However, if the seller is a California state bank, the seller may, in the alternative and with the approval of the commissioner, change into a nonbank corporation by amending its articles and changing its name.

history: (History: Amended by Stats. 1996, Ch. 1064, Sec. 495. Effective January 1, 1997. Operative July 1, 1997.)


citation: FIN § 4862

text:
(a) After a sale becomes effective, the commissioner shall issue, upon application, a certificate under his or her official seal, stating that the seller sold its whole business unit to the purchaser and specifying the time at which the sale became effective.

(b) Any certificate pursuant to subdivision (a) shall be prima facie evidence of the fact of the sale and of the regularity of the proceedings taken for the sale and shall be conclusive evidence of the matters in favor of any innocent purchaser or encumbrancer for value.

history: (History: Amended by Stats. 1996, Ch. 1064, Sec. 496. Effective January 1, 1997. Operative July 1, 1997.)


citation: FIN § 4870

text: In this article, unless the context otherwise requires, “sale” means any of the sales described in Section 4871.

history: (History: Amended by Stats. 1995, Ch. 480, Sec. 146. Effective October 2, 1995.)

path: 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION > 3. Sale > 3. Sale of Whole Business Unit to Federal Depository Corporation, California Federally Licensed Foreign (Other Nation) Bank, or Insured Foreign (Other State) State Depository Corporation


citation: FIN § 4871

text:
(a) A California state bank may sell its whole business unit to a national banking association, a California federally licensed foreign (other nation) bank, or an insured foreign (other state) state bank pursuant to (1) this article, (2) in case the purchaser is a national banking association or a California federally licensed foreign (other nation) bank, federal law, and (3) in case the purchaser is a California federally licensed foreign (other nation) bank or an insured foreign (other state) state bank, the law of the foreign bank’s domicile.

(b) A California industrial loan company may sell its whole business unit to an insured foreign (other state) industrial loan company pursuant to (1) this article and (2) the law of the foreign industrial loan company’s domicile.

(c) A California state depository corporation of any class may sell its whole business unit to a federal depository corporation of another class, a California federally licensed foreign (other nation) bank, or an insured foreign (other state) state depository corporation of another class pursuant to (1) this article, (2) in case the purchaser is a federal depository corporation or a California federally licensed foreign (other nation) bank, federal law, and (3) in case the purchaser is a California federally licensed foreign (other nation) bank or an insured foreign (other state) state depository corporation, the law of the domicile of the foreign bank or foreign depository corporation.

history: (History: Repealed and added by Stats. 1995, Ch. 480, Sec. 148. Effective October 2, 1995.)

article: 3. Sale of Whole Business Unit to Federal Depository Corporation, California Federally Licensed Foreign (Other Nation) Bank, or Insured Foreign (Other State) State Depository Corporation


text:
(a) No provision of Division 1.1 (commencing with Section 1000), except the provisions of Chapter 19 (commencing with Section 1670) of Division 1.1, prohibits or restricts a sale in a case where the seller is a California state bank or a California industrial loan company.

(b) No provision of Division 2 (commencing with Section 5000) prohibits or restricts a sale in a case where the seller is a California state savings and loan association.

history: (History: Amended by Stats. 2013, Ch. 334, Sec. 58. (SB 537) Effective January 1, 2014.)


citation: FIN § 4872

text: A sale is subject to the provisions of Sections 4847 to 4850, inclusive, and 4852 as if the sale were a sale of the type defined in Section 4845.

history: (History: Amended by Stats. 1996, Ch. 887, Sec. 31. Effective September 25, 1996.)


citation: FIN § 4873

text: A sale shall have the same effect as provided in Sections 4859 and 4860 in the case of a sale of the type defined in Section 4845.

history: (History: Amended by Stats. 1995, Ch. 480, Sec. 151. Effective October 2, 1995.)


citation: FIN § 4874

text:
Promptly after a sale becomes effective:

(a) The seller shall:

(1) Surrender to the commissioner for cancellation the certificates of authority or licenses issued to it by the commissioner.

(2) File with the commissioner any report of the sale that the commissioner may require.

(b) The seller shall wind up and dissolve. However, if the seller is a California state bank, the seller may, in the alternative and with the approval of the commissioner, change into a nonbank corporation by amending its articles and changing its name.

history: (History: Amended by Stats. 1996, Ch. 1064, Sec. 497. Effective January 1, 1997. Operative July 1, 1997.)


citation: FIN § 4875

text:
(a) After a sale becomes effective, the seller or purchaser may issue an officer’s certificate stating that the seller sold its whole business unit to the purchaser and specifying the time at which the sale became effective.

(b) Any certificate issued pursuant to subdivision (a) shall be prima facie evidence of the fact of the sale and of the regularity of the proceedings taken for the sale and shall be conclusive evidence of the matters in favor of any innocent purchaser or encumbrancer for value.

history: (History: Amended by Stats. 1995, Ch. 480, Sec. 153. Effective October 2, 1995.)


text: In this article, unless the context otherwise requires, “sale” means any sale described in Section 4876.02.

history: (History: Added by Stats. 1996, Ch. 887, Sec. 32. Effective September 25, 1996.)

path: 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION > 3. Sale > 3.5. Sale of Whole Business Unit of California State Independent Trust Company to Uninsured Foreign (Other State) State Depository Corporation


text: With the approval of the commissioner, a California state independent trust company may sell its whole business unit to an uninsured foreign (other state) state depository corporation pursuant to this article and the law of the purchaser’s domicile.

history: (History: Amended by Stats. 1996, Ch. 1064, Sec. 497.2. Effective January 1, 1997. Operative July 1, 1997.)

article: 3.5. Sale of Whole Business Unit of California State Independent Trust Company to Uninsured Foreign (Other State) State Depository Corporation


text: A sale is subject to the provisions of Sections 4847 to 4852 as if the sale were a sale of the type defined in Section 4845.


text:
A seller shall file the following with the commissioner:

(a) A copy of the agreement of sale.

(b) An officers’ certificate of the purchaser, certifying that the agreement of sale has been approved by the purchaser as required by Sections 4848 and 4849.

(c) An officers’ certificate of the seller, certifying that the agreement of sale has been approved by the seller as required by Sections 4848 and 4849.

(d) An application for approval of the sale.

history: (History: Amended by Stats. 1996, Ch. 1064, Sec. 497.3. Effective January 1, 1997. Operative July 1, 1997.)


text:
If the commissioner finds all of the following with respect to an application for approval of a sale, the commissioner shall approve the application:

(a) That the shareholders’ equity of the purchaser will be adequate and that the financial condition of the purchaser will be satisfactory.

(b) That the directors and executive officers of the purchaser will be satisfactory.

(c) That the purchaser will afford reasonable promise of successful operation and that it is reasonable to believe that the purchaser will operate in a safe and sound manner and in compliance with all applicable laws.

(d) That the sale will be fair, just, and equitable. For purposes of this subdivision, in the case of any term of the sale that has been determined by agreement between the seller and the purchaser in an arm’s-length transaction, the commissioner shall find that the term is fair, just, and equitable to the seller and the purchaser.

If the commissioner finds otherwise, the commissioner shall deny the application for approval of the sale.

history: (History: Amended by Stats. 1996, Ch. 1064, Sec. 497.4. Effective January 1, 1997. Operative July 1, 1997.)


text: After an application for approval of a sale has been approved and all conditions precedent to the sale have been fulfilled, the commissioner shall approve the agreement of sale and endorse the approval on the original or a copy of the agreement of sale. The sale shall become effective for all purposes at that time except that, if the law of the purchaser’s domicile provides for the sale to become effective at a later time, it shall become effective at the later time.

history: (History: Amended by Stats. 1996, Ch. 1064, Sec. 497.5. Effective January 1, 1997. Operative July 1, 1997.)


text:
Promptly after a sale becomes effective:

(a) The seller shall:

(1) Surrender to the commissioner for cancellation the certificates of authority issued to it by the commissioner.

(2) File with the commissioner any report of the sale that the commissioner may require.

(b) The seller shall wind up and dissolve. However, the seller may, in the alternative and with the approval of the commissioner, change into a nonbank corporation by amending its articles and changing its name.

history: (History: Amended by Stats. 1996, Ch. 1064, Sec. 497.6. Effective January 1, 1997. Operative July 1, 1997.)


text:
(a) After a sale becomes effective, the seller or purchaser may issue an officers’ certificate stating that the seller sold its whole business unit to the purchaser and specifying the time at which the sale became effective.

(b) Any certificate issued pursuant to subdivision (a) shall be prima facie evidence of the fact of the sale and of the regularity of the proceedings taken for the sale and shall be conclusive evidence of the matters in favor of any innocent purchaser or encumbrancer for value.


text: In this article, unless the context otherwise requires, “sale” means any of the sales described in Section 4877.02.

history: (History: Amended by Stats. 1996, Ch. 1064, Sec. 498. Effective January 1, 1997. Operative July 1, 1997.)

path: 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION > 3. Sale > 4. Certain Sales of Partial Business Units


text: A California state bank or a California industrial loan company may sell a California branch business unit to an insured foreign (other state) bank or an insured foreign (other state) industrial loan company pursuant to (1) this article and (2) the law of the domicile of the insured foreign (other state) bank or the insured foreign (other state) industrial loan company.

history: (History: Added by Stats. 1995, Ch. 480, Sec. 154. Effective October 2, 1995.)

article: 4. Certain Sales of Partial Business Units


text: No provision of Division 1.1 (commencing with Section 1000), except the provisions of Chapter 19 (commencing with Section 1670) of Division 1.1, prohibits or restricts a sale in a case where the seller is a California state bank or a California industrial loan company.

history: (History: Amended by Stats. 2013, Ch. 334, Sec. 59. (SB 537) Effective January 1, 2014.)


text: A sale is subject to the provisions of Sections 4879.03 to 4879.06, inclusive, and Section 4879.08 as if the sale were a sale of the type defined in Section 4879.01.

history: (History: Amended by Stats. 1996, Ch. 887, Sec. 34. Effective September 25, 1996.)


text: A sale shall have the same effect as provided in Sections 4879.14 and 4879.15 in the case of a sale of the type defined in Section 4879.01.


text:
Promptly after a sale becomes effective, the seller shall:

(a) Surrender to the commissioner for cancellation the certificate of authority or license issued to it by the commissioner that relates to the California branch business unit sold.

(b) File with the commissioner any report of the sale that the commissioner may require.

history: (History: Amended by Stats. 1996, Ch. 1064, Sec. 499. Effective January 1, 1997. Operative July 1, 1997.)


text:
(a) After a sale becomes effective, the seller or purchaser may issue an officer’s certificate stating that the seller sold a California branch business unit to the purchaser, describing the business unit, and specifying the time at which the sale became effective.

(b) Any certificate issued pursuant to subdivision (a) shall be prima facie evidence of the fact of the sale and of the regularity of the proceedings taken for the sale and shall be conclusive evidence of the matters in favor of any innocent purchaser or encumbrancer for value.


text: In this article, unless the context otherwise requires, “sale” means any sale described in Section 4878.02.

history: (History: Amended by Stats. 1996, Ch. 1064, Sec. 499.2. Effective January 1, 1997. Operative July 1, 1997.)

path: 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION > 3. Sale > 4.5. Sale of Partial Trust Business Unit by California State Bank or Savings Association to Uninsured Foreign (Other State) State Depository Corporation


text: With the approval of the commissioner, a California state bank or savings association may sell a partial trust business unit to an uninsured foreign (other state) state depository corporation pursuant to (a) this article and (b) the law of the purchaser’s domicile.

history: (History: Amended by Stats. 1996, Ch. 1064, Sec. 499.3. Effective January 1, 1997. Operative July 1, 1997.)

article: 4.5. Sale of Partial Trust Business Unit by California State Bank or Savings Association to Uninsured Foreign (Other State) State Depository Corporation


text: A sale is subject to the provisions of Sections 4879.03 to 4879.09, inclusive, as if the sale were a sale of the type defined in Section 4879.01.

history: (History: Added by Stats. 1996, Ch. 887, Sec. 35. Effective September 25, 1996.)


text:
If the commissioner finds all of the following with respect to an application for approval of a sale, the commissioner shall approve the application:

(a) That the shareholders’ equity of the purchaser will be adequate and that the financial condition of the purchaser will be satisfactory.

(b) That the directors and executive officers of the purchaser will be satisfactory.

(c) That the purchaser will afford reasonable promise of successful operation and that it is reasonable to believe that the purchaser will operate in a safe and sound manner and in compliance with all applicable laws.

(d) That the sale will be fair, just, and equitable. For purposes of this subdivision, in the case of any term of the sale that has been determined by agreement between the seller and the purchaser in an arm’s-length transaction, the commissioner shall find that the term is fair, just, and equitable to the seller and the purchaser.

(e) That the sale will not have a seriously adverse effect on the safety or soundness of the seller.

If the commissioner finds otherwise, the commissioner shall deny the application for approval of the sale.

history: (History: Amended by Stats. 1996, Ch. 1064, Sec. 499.4. Effective January 1, 1997. Operative July 1, 1997.)


text: After an application for approval of a sale has been approved by the commissioner and all conditions precedent to the sale have been fulfilled, the commissioner shall approve the agreement of sale and endorse the approval on the original or a copy of the agreement of sale. The sale shall become effective for all purposes at that time, except that, if the law of the purchaser’s domicile provides for the sale to become effective at a later time, it shall become effective at the later time.

history: (History: Amended by Stats. 1996, Ch. 1064, Sec. 499.5. Effective January 1, 1997. Operative July 1, 1997.)


text:
(a) In case a seller is a California state commercial bank and sells all of its trust business in a sale:

(1) As of the time when the sale becomes effective, the commissioner shall issue to the seller certificates of authority authorizing it to transact commercial banking business in replacement of the certificates of authority that the seller is required to surrender pursuant to paragraph (2).

(2) Promptly after the sale becomes effective, the seller shall surrender to the commissioner for cancellation its certificates of authority authorizing it to transact commercial banking business and trust business and shall file with the commissioner any report of the sale that the commissioner may require.

(b) In any other case, promptly after the sale becomes effective, the seller shall:

(1) Surrender to the commissioner for cancellation the certificate of authority or license for any office closed as a result of the sale.

(2) File with the commissioner any report of the sale that the commissioner may require.

history: (History: Amended by Stats. 1996, Ch. 1064, Sec. 499.6. Effective January 1, 1997. Operative July 1, 1997.)


text:
(a) After a sale becomes effective, the seller or purchaser may issue an officers’ certificate stating that the seller sold a partial trust business unit to the purchaser, describing the business unit, and specifying the time at which the sale became effective.

(b) Any certificate issued pursuant to subdivision (a) shall be prima facie evidence of the fact of the sale and of the regularity of the proceedings taken for the sale and shall be conclusive evidence of the matters in favor of any innocent purchaser or encumbrancer for value.


text: In this article, unless the context otherwise requires, “sale” means any of the sales described in Section 4879.02.

history: (History: Amended by Stats. 1996, Ch. 1064, Sec. 500. Effective January 1, 1997. Operative July 1, 1997.)

path: 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION > 3. Sale > 5. Other Sales of Partial Business Units


text:
With the approval of the commissioner:

(a) A bank may sell a partial business unit to a California state bank pursuant to (1) this article, (2) in case the seller is a national banking association or a California federally licensed foreign (other nation) bank, federal law, (3) in case the seller is a foreign bank, the law of the foreign bank’s domicile, and (4) in case the partial business unit is located outside this state, the law of the place where the partial business unit is located.

(b) A California state bank may sell a partial business unit to another California state bank, a national banking association, or an insured foreign (other state) state bank, pursuant to (1) this article, (2) in case the purchaser is a national banking association, federal law, (3) in case the purchaser is an insured foreign (other state) state bank, the law of the foreign bank’s domicile, and (4) in case the partial business unit is located outside this state, the law of the place where the partial business unit is located. However, this subdivision does not apply to any sale of the type defined in Section 4877.01.

(c) A California state bank may sell a partial business unit located outside this state to a foreign (other nation) bank pursuant to (1) this article, (2) the law of the foreign bank’s domicile, and (3) the law of the place where the partial business unit is located.

(d) An industrial loan company may sell a partial business unit to a California industrial loan company pursuant to (1) this article, (2) in case the seller is a foreign (other state) industrial loan company, the law of the foreign industrial loan company’s domicile, and (3) in case the partial business unit is located outside this state, the law of the place where the partial business unit is located.

(e) A California industrial loan company may sell a partial business unit to an insured industrial loan company pursuant to (1) this article, (2) in case the purchaser is an insured foreign (other state) industrial loan company, the law of the foreign industrial loan company’s domicile, and (3) in case the partial business unit is located outside this state, the law of the place where the partial business unit is located. However, this subdivision does not apply to any sale of the type defined in Section 4877.01.

(f) A depository corporation of any class may sell a partial business unit to a California state depository corporation of another class pursuant to (1) this article, (2) in case the seller is a federal depository corporation, federal law, (3) in case the seller is a foreign (other state) state depository corporation or foreign (other nation) depository corporation, the law of the foreign depository corporation’s domicile, and (4) in case the partial business unit is located outside this state, the law of the place where the partial business unit is located.

(g) A California state depository corporation of any class may sell a partial business unit to a federal depository corporation of another class or an insured foreign (other state) state depository corporation of another class pursuant to (1) this article, (2) in case the purchaser is a federal depository corporation, federal law, (3) in case the purchaser is an insured foreign (other state) state depository corporation, the law of the foreign depository corporation’s domicile, and (4) in case the partial business unit is located outside this state, the law of the place where the partial business unit is located. However, this subdivision does not apply to any sale of the type defined in Section 4877.01.

(h) A depository corporation may sell a partial business unit located in this state to a California state-licensed foreign (other nation) bank pursuant to (1) this article, (2) in case the seller is a federal depository corporation or a California federally licensed foreign (other nation) bank, federal law, (3) in case the seller is a foreign depository corporation, the law of the foreign depository corporation’s domicile, and (4) the law of the purchaser’s domicile.

(i) A California state-licensed foreign (other nation) bank may sell a partial business unit located in this state to a California state depository corporation, a federal depository corporation, an insured foreign (other state) state depository corporation, another California state-licensed foreign (other nation) bank, or a California federally licensed foreign (other nation) bank pursuant to (1) this article, (2) in case the purchaser is a federal depository corporation or a California federally licensed foreign (other nation) bank, federal law, (3) in case the purchaser is a foreign depository corporation, the law of the foreign depository corporation’s domicile, and (4) the law of the seller’s domicile.

(j) A California state depository corporation may sell a partial business unit located in this state to a California federally licensed foreign (other nation) bank pursuant to (1) this article, (2) federal law, and (3) the law of the purchaser’s domicile.

(k) A California federally licensed foreign (other nation) bank may sell a partial business unit located in this state to a California state depository corporation pursuant to (1) this article, (2) federal law, and (3) the law of the seller’s domicile.

history: (History: Amended by Stats. 1996, Ch. 1064, Sec. 501. Effective January 1, 1997. Operative July 1, 1997.)

article: 5. Other Sales of Partial Business Units


text:
A seller and purchaser shall make an agreement of sale, providing:

(a) That the seller shall sell to the purchaser, and the purchaser shall purchase from the seller, a partial business unit, describing it.

(b) Other provisions as may be appropriate.

history: (History: Added by Stats. 1995, Ch. 480, Sec. 155. Effective October 2, 1995.)


text:
The agreement of sale shall be approved by the seller and purchaser, as follows:

(a) In the case of a California state depository corporation:

(1) If, as of the time when the agreement of sale is made, the deposits, if any, of the partial business unit are less than 10 percent of the total deposits of the state depository corporation and the fiduciary assets, if any, of the partial business unit are less than 10 percent of the total fiduciary assets of the state depository corporation, the agreement of sale shall be approved by the board of the state depository corporation.

(2) Otherwise, the agreement of sale shall be approved by the board of the state depository corporation, and the principal terms of the agreement of sale shall be approved by the outstanding shares of the state depository corporation.

(3) For purposes of paragraphs (1) and (2):

(A) The amount of deposits shall be determined as of the end of the calendar quarter immediately preceding the making of the agreement of sale.

(B) The value of fiduciary assets shall be the net carrying value, as determined in conformity with generally accepted accounting principles, as of the end of the calendar quarter immediately preceding the making of the agreement of sale.

(b) In the case of a depository corporation other than a California state depository corporation, the agreement of sale shall be approved as required by the law of the depository corporation’s domicile.


text:
(a) Any amendment to an agreement of sale shall be approved by the seller and purchaser, as follows:

(1) In the case of a California state depository corporation, by the board of the corporation, and, if the principal terms of the agreement of sale were required to be approved by the outstanding shares of the corporation under Section 4879.04 and if the amendment changes any of the principal terms of the agreement of sale, by the outstanding shares of the corporation.

(2) In the case of a depository corporation other than a California state depository corporation, as required by the law of the depository corporation’s domicile.

(b) If an agreement of sale is amended and if the amendment is approved as required by subdivision (a), the agreement of sale, as thus amended, constitutes the agreement of sale.


text: In the case of a seller or purchaser that is a California state depository corporation, any approval of the outstanding shares of the corporation required by Section 4879.04 or 4879.05 may be given before or after the approval of the board of the depository corporation.


text: In obtaining any approval of outstanding shares required for an agreement of sale, a purchaser or seller that is a California state depository corporation and, in any case where the purchaser is a California state depository corporation that is to issue securities in consideration of the sale, the seller shall each provide to its shareholders information as the commissioner may require. In determining the information to be required, the commissioner shall give due consideration to regulations relating to proxy statements issued under Section 14 of the Securities Exchange Act of 1934 (15 U.S.C. Sec. 78n) by (a) the Securities and Exchange Commission, (b) in the case of a depository corporation that is a bank, the federal bank regulatory agencies, and (c) in the case of a depository corporation that is a savings association, the Office of Thrift Supervision.

history: (History: Amended by Stats. 1996, Ch. 1064, Sec. 502. Effective January 1, 1997. Operative July 1, 1997.)


text: A purchaser or seller that is a California state depository corporation, with the approval or its board and without further approval of the outstanding shares, may, and any other purchaser or seller, with approval as may be required under the law of its domicile, may, in its discretion, abandon the sale at any time before the sale becomes effective, subject to the contractual rights, if any, of other parties, including the seller or purchaser, as the case may be.


text:
A purchaser or seller that is a California state depository corporation or California state-licensed foreign (other nation) bank, shall file the following with the commissioner:

(a) A copy of the agreement of sale.

(b) An officers’ certificate of the purchaser, certifying that the agreement of sale has been approved by the purchaser as required by Sections 4879.04 and 4879.05.

(c) An officers’ certificate of the seller, certifying that the agreement of sale has been approved by the seller as required by Sections 4879.04 and 4879.05.

(d) An application for approval of the sale.

history: (History: Amended by Stats. 1996, Ch. 1064, Sec. 503. Effective January 1, 1997. Operative July 1, 1997.)


text:
(a) In case the purchaser is either, and the seller is not either, a California state depository corporation or California state-licensed foreign (other nation) bank, if the commissioner finds all of the following with respect to an application for approval of a sale, he or she shall approve the application:

(1) That the sale will not result in a monopoly and will not be in furtherance of any combination or conspiracy to monopolize or to attempt to monopolize the banking, savings association, or industrial loan business in any part of this state.

(2) That the sale will not have the effect in any section of this state of substantially lessening competition, tending to create a monopoly, or otherwise being in restraint of trade, or that the anticompetitive effect is clearly outweighed in the public interest by the probable effect of the sale in meeting the convenience and needs of the community to be served.

(3) That the shareholders’ equity of the purchaser will be adequate and that the financial condition of the purchaser will be satisfactory.

(4) That the directors and executive officers of the purchaser will be satisfactory.

(5) That the purchaser will afford reasonable promise of successful operation and that it is reasonable to believe that the purchaser will be operated in a safe and sound manner and in compliance with all applicable laws.

(6) That the sale will be fair, just, and equitable. For purposes of this paragraph, in the case of any term of the sale that has been determined by agreement between the seller and the purchaser in an arm’s length transaction, the commissioner shall find that the term is fair, just, and equitable to the seller and the purchaser.

(7) In the case of a sale where the seller is a California savings association, that the sale will not have a seriously adverse effect on the total availability of financing for housing in any market area of the seller in this state or that any effect of that type is clearly outweighed in the public interest by the probable effect of the sale in meeting the convenience and needs of the community to be served. Nothing in this subdivision authorizes the commissioner to require the purchaser to make financing for housing available.

If the commissioner finds otherwise, he or she shall deny the application for approval of the sale.

(b) In case the seller is either, and the purchaser is not either, a California state depository corporation or a California state-licensed foreign (other nation) bank, if the commissioner finds all of the following with respect to an application for approval of a sale, he or she shall approve the application:

(1) That the sale will not have a seriously adverse effect on the safety or soundness of the seller.

(2) That the sale will be fair, just, and equitable. For purposes of this subdivision, in the case of any term of the sale that has been determined by agreement between the seller and the purchaser in an arm’s length transaction, the commissioner shall find that the term is fair, just, and equitable to the seller and the purchaser.

If the commissioner finds otherwise, he or she shall deny the application for approval of the sale.

(c) In case the seller and the purchaser are each either a California state depository corporation or a California state depository corporation or a California state-licensed foreign (other nation) bank, if the commissioner finds all of the factors set forth in subdivisions (a) and (b) with respect to an application for approval of a sale, the commissioner shall approve the application. If the commissioner finds otherwise, the commissioner shall deny the application.

history: (History: Amended by Stats. 1996, Ch. 1064, Sec. 504.1. Effective January 1, 1997. Operative July 1, 1997.)


text: After an application for approval of a sale has been approved by the commissioner and all conditions precedent to the sale have been fulfilled, the commissioner shall approve the agreement of sale and endorse the approval on the original or a copy of the agreement of sale, and at that time the sale shall become effective for all purposes.

history: (History: Added by renumbering Section 4879.12 by Stats. 2003, Ch. 404, Sec. 10. Effective January 1, 2004.)


text:
When a sale becomes effective, in case the purchaser is a California state depository corporation or California state-licensed foreign (other nation) bank:

(a) Unless the purchaser provided otherwise in the application for approval of the sale or unless the commissioner provided otherwise in the approval of the application:

(1) The purchaser may establish equivalent offices at any branch offices, places of business, extensions of offices, and other facilities of the seller transferred in the sale.

(2) If the seller was authorized to transact trust business and if the partial business unit sold includes any trust business, the purchaser, if it is a California state bank or savings association, may transact trust business.

(b) The commissioner shall issue to the purchaser certificates of authority, licenses, and other authorizations as may be necessary to carry out the provisions of subdivision (a).

history: (History: Added by renumbering Section 4879.13 by Stats. 2003, Ch. 404, Sec. 11. Effective January 1, 2004.)


text:
In case a seller is a California state commercial bank and sells all of its trust business in a sale:

(a) As of the time when the sale becomes effective, the commissioner shall issue to the seller certificates of authority authorizing it to transact commercial banking business in replacement of the certificates of authority that the seller is required to surrender pursuant to subdivision (b).

(b) Promptly after the sale becomes effective, the seller shall surrender to the commissioner for cancellation its certificates of authority authorizing it to transact commercial banking business and trust business.

history: (History: Added by renumbering Section 4879.135 by Stats. 2003, Ch. 404, Sec. 12. Effective January 1, 2004.)


text:
When a sale becomes effective:

(a) The purchaser shall succeed, without other transfer, to all rights and property of the seller which are sold to the purchaser under the agreement of sale.

(b) The purchaser shall assume in the same manner as if the purchaser had itself incurred such debts and liabilities, and shall be subject to, all debts and liabilities of the seller transferred to the purchaser under the agreement of sale.

(c) All rights of creditors of the seller and all liens upon the property of the seller shall be preserved unimpaired.

(d) Any action or proceeding pending by or against the seller which was sold or transferred to the purchaser under the agreement of sale may be prosecuted to judgment, which shall bind the purchaser, or the purchaser may be proceeded against or substituted in place of the seller.

(e) (1) In case the partial business unit sold includes trust business, the purchaser shall succeed, without further transfer, to the rights, obligations, properties, assets, investments, deposits, demands, agreements, and trusts of the seller under all trusts, executorships, administrations, guardianships, agencies, and all other fiduciary or representative capacities sold to the purchaser under the agreement of sale, to the same extent as if the purchaser had originally assumed the fiduciary or representative capacities.

(2) In case the partial business unit sold constitutes all or substantially all the trust business of the seller, the purchaser shall, in addition, be entitled to take and execute the appointment to all executorships, trusteeships, guardianships, and other fiduciary or representative capacities to which the seller is or may be named in wills, whenever probated, or to which the seller is or may be named or appointed by any other instrument.


text: No action on account of any debt or liability assumed by a purchaser in a sale may be commenced against the seller more than one year after the time when the sale becomes effective.


text:
Promptly after a sale becomes effective, the seller shall:

(a) Surrender to its regulator for cancellation the certificates of authority or licenses issued to it by the regulator that relate to the partial business unit sold.

(b) File with its regulator any report regarding the sale that the regulator may require.


text:
(a) After a sale becomes effective, the commissioner shall issue, upon application, a certificate under his or her official seal, stating that the seller sold a partial business unit to the purchaser, describing the business unit, and specifying the time at which the sale became effective.

(b) Any certificate pursuant to subdivision (a) shall be prima facie evidence of the fact of the sale and of the regularity of the proceedings taken for the sale and shall be conclusive evidence of the matters in favor of any innocent purchaser or encumbrancer for value.

history: (History: Amended by Stats. 1996, Ch. 1064, Sec. 508. Effective January 1, 1997. Operative July 1, 1997.)


citation: FIN § 4880

text:
In this article, unless the context otherwise requires:

(a) “Agreement of merger” includes a certificate of ownership executed pursuant to Section 1110 of the Corporations Code.

(b) “Merger” means any of the mergers described in Section 4881.

history: (History: Amended by Stats. 1996, Ch. 1064, Sec. 509.1. Effective January 1, 1997. Operative July 1, 1997.)

chapter: 4. Merger

path: 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION > 4. Merger > 1. Merger Into California State Depository Corporation


citation: FIN § 4881

text:
(a) With the approval of the commissioner, a bank may merge into a California state bank pursuant to (1) this article, (2) in case the disappearing bank is a national banking association or a California federally licensed foreign (other nation) bank, federal law, and (3) in case the disappearing bank is a foreign bank, the law of the foreign bank’s domicile.

(b) With the approval of the commissioner, an industrial loan company may merge into a California industrial loan company pursuant to (1) this article and (2) in case the disappearing industrial loan company is a foreign (other state) industrial loan company, the law of the foreign industrial loan company’s domicile.

(c) With the approval of the commissioner, a depository corporation of any class may merge into a California state depository corporation of another class pursuant to (1) this article, (2) in case the disappearing depository corporation is a federal depository corporation or a California federally licensed foreign (other nation) bank, federal law, and (3) in case the disappearing depository corporation is a foreign depository corporation, the law of the disappearing depository corporation’s domicile.

history: (History: Amended by Stats. 1996, Ch. 1064, Sec. 510. Effective January 1, 1997. Operative July 1, 1997.)

article: 1. Merger Into California State Depository Corporation


citation: FIN § 4882

text: In obtaining any approval of outstanding shares required for a merger, the surviving depository corporation and, in case the surviving depository corporation is to issue securities in consideration of the merger, the disappearing depository corporation shall each provide to its shareholders such information as the commissioner may require. In determining the information to be required, the commissioner shall give due consideration to regulations relating to proxy statements issued under Section 14 of the Securities Exchange Act of 1934 (15 U.S.C. Sec. 78n) by (a) the Securities and Exchange Commission, (b) in the case of a depository corporation that is a bank, the federal bank regulatory agencies, and (c) in the case of a depository corporation that is a savings association, the Office of Thrift Supervision.

history: (History: Amended by Stats. 1996, Ch. 1064, Sec. 511. Effective January 1, 1997. Operative July 1, 1997.)


citation: FIN § 4883

text: The provisions of Chapter 13 (commencing with Section 1300) of Division 1 of Title 1 of the Corporations Code shall not apply to the shareholders of the surviving depository corporation in a merger.

history: (History: Added by Stats. 1982, Ch. 1411, Sec. 3.)


citation: FIN § 4884

text: A surviving depository corporation shall file with the commissioner an application for approval of the merger.

history: (History: Amended by Stats. 1996, Ch. 1064, Sec. 512. Effective January 1, 1997. Operative July 1, 1997.)


citation: FIN § 4885

text:
If the commissioner finds all of the following with respect to an application for approval of a merger, the commissioner shall approve the application:

(a) That the merger will not result in a monopoly and will not be in furtherance of any combination or conspiracy to monopolize or to attempt to monopolize the banking, savings association, or industrial loan business in any part of this state.

(b) That the merger will not have the effect in any section of this state of substantially lessening competition, tending to create a monopoly, or otherwise being in restraint of trade, or that the anticompetitive effect is clearly outweighed in the public interest by the probable effect of the merger in meeting the convenience and needs of the community to be served.

(c) That the shareholders’ equity of the surviving depository corporation will be adequate and that the financial condition of the surviving depository corporation will be satisfactory.

(d) That the directors and executive officers of the surviving depository corporation will be satisfactory.

(e) That the surviving depository corporation will afford reasonable promise of successful operation and that it is reasonable to believe that the surviving depository corporation will be operated in a safe and sound manner and in compliance with all applicable laws.

(f) That the merger will be fair, just, and equitable. For purposes of this subdivision, in the case of any term of the merger that has been determined by agreement between the disappearing depository corporation and the surviving depository corporation in an arm’s length transaction, the commissioner shall find that the term is fair, just, and equitable to the disappearing depository corporation and the surviving depository corporation.

(g) In the case of a merger where the disappearing depository corporation is a California savings association, that the merger will not have a seriously adverse effect on the total availability of financing for housing in any market area of the disappearing savings association in this state or that any effect of that type is clearly outweighed in the public interest by the probable effect of the merger in meeting the convenience and needs of the community to be served. Nothing in this subdivision authorizes the commissioner to require the surviving depository corporation to make financing for housing available.

If the commissioner finds otherwise, the commissioner shall deny the application for approval of the merger.

history: (History: Amended by Stats. 1996, Ch. 1064, Sec. 513. Effective January 1, 1997. Operative July 1, 1997.)


citation: FIN § 4887

text:
(a) After an application for approval of a merger has been approved and all conditions precedent to the merger have been fulfilled, the commissioner shall approve the agreement of merger and endorse the approval on the agreement of merger.

(b) After the agreement of merger has been filed with the Secretary of State, the surviving depository corporation shall file with the commissioner a copy of the agreement of merger certified by the Secretary of State, and at that time the merger shall become effective for all purposes.

history: (History: Amended by Stats. 1996, Ch. 1064, Sec. 515. Effective January 1, 1997. Operative July 1, 1997.)


citation: FIN § 4888

text:
When a merger becomes effective:

(a) Unless the surviving depository corporation provided otherwise in the application for approval of the merger or unless the commissioner provided otherwise in the approval of the application:

(1) The surviving depository corporation may establish and maintain a branch office at the head office of the disappearing depository corporation and may establish and maintain equivalent offices at the branch offices, places of business, extensions of offices, and other facilities, if any, of the disappearing corporation.

(2) If the disappearing depository corporation was authorized to transact and was transacting trust business, the surviving depository corporation, if it is a California state bank or savings association, may transact trust business.

(b) The commissioner shall issue to the surviving depository corporation certificates of authority, licenses, and other authorizations as may be necessary to carry out the provisions of subdivision (a).

history: (History: Amended by Stats. 1996, Ch. 1064, Sec. 516. Effective January 1, 1997. Operative July 1, 1997.)


citation: FIN § 4889

text:
(a) When a merger becomes effective:

(1) Any reference to the disappearing depository corporation in any writing, whether executed or taking effect before or after the merger, shall be deemed a reference to the surviving corporation, if not inconsistent with the other provisions of the writing.

(2) In case the disappearing depository corporation was transacting trust business, the surviving depository corporation shall succeed, without further transfer, to the rights, obligations, properties, assets, investments, deposits, demands, agreements, and trusts of the disappearing depository corporation under all trusts, executorships, administrations, guardianships, agencies, and all their fiduciary or representative capacities to the same extent as if the surviving depository corporation had originally assumed such fiduciary or representative capacities, and the surviving depository corporation shall be entitled to take and execute the appointment to all executorships, trusteeships, guardianships, and other fiduciary or representative capacities to which the disappearing depository corporation is or may be named in wills, whenever probated, or to which the disappearing depository corporation is or may be named or appointed by any other instrument.

(b) Subdivision (a) shall be construed as clarifying and amplifying, not as limiting or restricting, the provisions of Section 1107 of the Corporations Code.


citation: FIN § 4890

text:
Promptly after a merger becomes effective:

(a) The surviving depository corporation shall:

(1) Surrender to the regulator of the disappearing depository corporation for cancellation the certificates of authority or licenses issued to the disappearing depository corporation by the regulator; and

(2) File with the regulator of the disappearing depository corporation such report regarding the merger as the regulator may require.

(b) The commissioner shall file a report regarding the merger with the Secretary of State.

history: (History: Amended by Stats. 1996, Ch. 1064, Sec. 517. Effective January 1, 1997. Operative July 1, 1997.)


citation: FIN § 4891

text:
(a) After a merger becomes effective, the commissioner shall, upon application, issue a certificate under his or her official seal, stating that the disappearing depository corporation merged into the surviving depository corporation and specifying the time at which the merger became effective.

(b) Any certificate issued pursuant to subdivision (a) shall be prima facie evidence of the fact of the merger and of the regularity of the proceedings taken for the merger and shall be conclusive evidence of such matters in favor of any innocent purchaser or encumbrancer for value.

history: (History: Amended by Stats. 1996, Ch. 1064, Sec. 518. Effective January 1, 1997. Operative July 1, 1997.)


text: In this article, unless the context otherwise requires, “merger” means any of the mergers described in Section 4895.02.

history: (History: Added by Stats. 1995, Ch. 480, Sec. 164. Effective October 2, 1995.)

path: 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION > 4. Merger > 2. Merger Into California State-Licensed Foreign (Other Nation) Bank


text:
With the approval of the commissioner:

(a) A California depository corporation may merge into a California state-licensed foreign (other nation) bank pursuant to (1) this article, (2) in case the disappearing depository corporation is a federal depository corporation, federal law, and (3) the law of the foreign bank’s domicile.

(b) A foreign (other state) depository corporation that has a branch office in this state may merge into a California state-licensed foreign (other nation) bank pursuant to (1) this article, (2) in case the disappearing depository corporation is a federal depository corporation, federal law, and (3) the laws of the domiciles of the disappearing depository corporation and of the foreign bank.

history: (History: Amended by Stats. 1996, Ch. 1064, Sec. 519. Effective January 1, 1997. Operative July 1, 1997.)

article: 2. Merger Into California State-Licensed Foreign (Other Nation) Bank


text: In case the disappearing depository corporation is a California state depository corporation, a merger is subject to the provisions of Section 1108 of the Corporations Code.


text:
(a) In case the disappearing depository corporation is a California state depository corporation, a merger has the same effect as provided in Section 1107 of the Corporations Code and Section 4889 in the case of a merger of the type defined in Section 4880.

(b) In case the disappearing depository corporation is not a California state depository corporation, a merger has the same effect with respect to the disappearing corporation’s business in this state as provided in Section 1107 of the Corporations Code and Section 4889 in the case of a merger of the type defined in Section 4880.


text:
(a) A merger shall not become effective unless it has been approved by the commissioner.

(b) After an application for approval of a merger has been approved and all conditions precedent to the merger have been fulfilled, the commissioner shall approve the merger.

history: (History: Amended by Stats. 1996, Ch. 1064, Sec. 520.1. Effective January 1, 1997. Operative July 1, 1997.)


text: A merger is subject to the provisions of Sections 4884 to 4885, inclusive, and 4888 to 4891, inclusive, as if the merger were a merger of the type defined in Section 4880.

history: (History: Amended by Stats. 1996, Ch. 887, Sec. 43. Effective September 25, 1996.)


citation: FIN § 4900

text: In this article, unless the context otherwise requires, “merger” means any of the mergers described in Section 4901.

history: (History: Amended by Stats. 1995, Ch. 480, Sec. 166. Effective October 2, 1995.)

path: 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION > 4. Merger > 3. Merger Into Federal Depository Corporation, California Federally Licensed Foreign (Other Nation) Bank, or Insured Foreign (Other State) State Depository Corporation


citation: FIN § 4901

text:
(a) A California state bank may merge into a national banking association, a California federally licensed foreign (other nation) bank, or an insured foreign (other state) state bank pursuant to (1) this article, (2) in case the surviving bank is a national banking association or a California federally licensed foreign (other nation) bank, federal law, and (3) in case the surviving bank is a California federally licensed foreign (other nation) bank or an insured foreign (other state) state bank, the law of the foreign bank’s domicile.

(b) A California industrial loan company may merge into an insured foreign (other state) industrial loan company pursuant to (1) this article and (2) the law of the foreign industrial loan company’s domicile.

(c) A California state depository corporation of any class may merge into a federal depository corporation of another class, a California federally licensed foreign (other nation) bank, or an insured foreign (other state) state depository corporation of another class pursuant to (1) this article, (2) in case the surviving depository corporation is a federal depository corporation or a California federally licensed foreign (other nation) bank, federal law, and (3) in case the surviving depository corporation is a California federally licensed foreign (other nation) bank or an insured foreign (other state) state depository corporation, the law of the domicile of the foreign bank or foreign depository corporation.

history: (History: Repealed and added by Stats. 1995, Ch. 480, Sec. 168. Effective October 2, 1995.)

article: 3. Merger Into Federal Depository Corporation, California Federally Licensed Foreign (Other Nation) Bank, or Insured Foreign (Other State) State Depository Corporation


text:
(a) No provision of Division 1.1 (commencing with Section 1000), except the provisions of Chapter 19 (commencing with Section 1670) of Division 1.1, prohibits or restricts the merger of a California state bank or California industrial loan company.

(b) No provision of Division 2 (commencing with Section 5000) prohibits or restricts the merger of a California state savings and loan association.

history: (History: Amended by Stats. 2013, Ch. 334, Sec. 60. (SB 537) Effective January 1, 2014.)


citation: FIN § 4902

text: A merger is subject to the provisions of Section 1108 of the Corporations Code.

history: (History: Amended by Stats. 1995, Ch. 480, Sec. 170. Effective October 2, 1995.)


citation: FIN § 4903

text: A merger shall have the same effect as provided in Section 1107 of the Corporations Code and as provided in Section 4889 in the case of a merger of the type defined in Section 4880.

history: (History: Amended by Stats. 1995, Ch. 480, Sec. 172. Effective October 2, 1995.)


citation: FIN § 4904

text:
Promptly after a merger becomes effective, the surviving depository corporation shall:

(1) Surrender to the commissioner for cancellation the certificates of authority or licenses issued by the commissioner to the disappearing depository corporation; and

(2) File with the commissioner such report of the merger as the commissioner may require.

history: (History: Amended by Stats. 1996, Ch. 1064, Sec. 521. Effective January 1, 1997. Operative July 1, 1997.)


citation: FIN § 4905

text:
(a) After a merger becomes effective, the surviving depository corporation may issue an officer’s certificate, stating that the disappearing depository corporation merged into the surviving depository corporation and specifying the time at which the merger became effective.

(b) Any certificate issued pursuant to subdivision (a) shall be prima facie evidence of the fact of the merger and of the regularity of the proceedings taken for the merger and shall be conclusive evidence of the matters in favor of any innocent purchaser or encumbrancer for value.

history: (History: Amended by Stats. 1995, Ch. 480, Sec. 173. Effective October 2, 1995.)


text: In this article, unless the context otherwise requires, “merger” means any of the mergers described in Section 4908.02.

history: (History: Added by Stats. 1996, Ch. 887, Sec. 46. Effective September 25, 1996.)

path: 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION > 4. Merger > 4. Merger of California State Independent Trust Company into Uninsured Foreign (Other State) Depository Corporation


text: With the approval of the commissioner, a California state independent trust company may merge into an uninsured foreign (other state) state depository corporation pursuant to this article and the law of the surviving depository corporation’s domicile.

history: (History: Amended by Stats. 1996, Ch. 1064, Sec. 521.2. Effective January 1, 1997. Operative July 1, 1997.)

article: 4. Merger of California State Independent Trust Company into Uninsured Foreign (Other State) Depository Corporation


text: A disappearing or surviving depository corporation shall file an application for approval of a merger with the commissioner.

history: (History: Amended by Stats. 1996, Ch. 1064, Sec. 521.3. Effective January 1, 1997. Operative July 1, 1997.)


text: A merger shall not become effective unless it has been approved by the commissioner.

history: (History: Amended by Stats. 1996, Ch. 1064, Sec. 521.4. Effective January 1, 1997. Operative July 1, 1997.)


text:
If the commissioner finds all of the following with respect to an application for approval of a merger, the commissioner shall approve the application:

(a) That the shareholders’ equity of the surviving depository corporation will be adequate and that the financial condition of the surviving depository corporation will be satisfactory.

(b) That the directors and executive officers of the surviving depository corporation will be satisfactory.

(c) That the surviving depository corporation will afford reasonable promise of successful operation and that it is reasonable to believe that the surviving depository corporation will be operated in a safe and sound manner and in compliance with all applicable laws.

(d) That the merger will be fair, just, and equitable. For purposes of this subdivision, in the case of any term of the merger that has been determined by agreement between the disappearing depository corporation and the surviving depository corporation in an arm’s-length transaction, the commissioner shall find that the term is fair, just, and equitable to the disappearing depository corporation and the surviving depository corporation.

If the commissioner finds otherwise, the commissioner shall deny the application for approval of the merger.

history: (History: Amended by Stats. 1996, Ch. 1064, Sec. 521.5. Effective January 1, 1997. Operative July 1, 1997.)


text: After an application for approval of a merger has been approved and all conditions precedent to the merger have been fulfilled, the commissioner shall approve the merger.

history: (History: Amended by Stats. 1996, Ch. 1064, Sec. 521.7. Effective January 1, 1997. Operative July 1, 1997.)


text: A merger shall have the same effect as provided in Section 1107 of the Corporations Code and Section 4889 in the case of a merger of the type defined in Section 4880.


text:
Promptly after a merger becomes effective, the surviving depository corporation shall:

(a) Surrender to the commissioner for cancellation the certificates of authority or licenses issued by the commissioner to the disappearing depository corporation.

(b) File with the commissioner any report regarding the merger that the commissioner may require.

history: (History: Amended by Stats. 1996, Ch. 1064, Sec. 521.8. Effective January 1, 1997. Operative July 1, 1997.)


text:
(a) After a merger becomes effective, the surviving depository corporation may issue an officers’ certificate, stating that the disappearing depository corporation merged into the surviving depository corporation and specifying the time at which the merger became effective.

(b) Any certificate issued pursuant to subdivision (a) shall be prima facie evidence of the fact of the merger and of the regularity of the proceedings taken for the merger and shall be conclusive evidence of the matters in favor of any innocent purchaser or encumbrancer for value.


citation: FIN § 4920

text: In this article, unless the context otherwise requires, “conversion” means any of the conversions described in Section 4921.

history: (History: Amended by Stats. 1996, Ch. 1064, Sec. 522. Effective January 1, 1997. Operative July 1, 1997.)

chapter: 5. Conversion

path: 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION > 5. Conversion > 1. Conversion of California State Depository Corporation Into California State Depository Corporation


citation: FIN § 4921

text: With the approval of the commissioner, a California state depository corporation of any class may convert into a California state depository corporation of another class pursuant to this article.

history: (History: Amended by Stats. 1996, Ch. 1064, Sec. 523. Effective January 1, 1997. Operative July 1, 1997.)

article: 1. Conversion of California State Depository Corporation Into California State Depository Corporation


citation: FIN § 4922

text:
(a) A converting depository corporation shall adopt, and shall file with the commissioner an application for approval of, such amendments to its articles as may be necessary to carry out the conversion. Section 904 of the Corporations Code shall not apply to the amendments.

(b) A converting depository corporation shall adopt, and shall file with the commissioner an application for approval of, such amendments to its bylaws as may be necessary to carry out the conversion. The amendments shall not take effect until they are approved by the commissioner and the conversion becomes effective.

history: (History: Amended by Stats. 1996, Ch. 1064, Sec. 524. Effective January 1, 1997. Operative July 1, 1997.)


citation: FIN § 4923

text: In obtaining the approval of outstanding shares or shareholders required for any amendment to articles or bylaws called for in Section 4922, a converting depository corporation shall provide to its shareholders information as the commissioner may require. In determining the information to be required, the commissioner shall give due consideration to regulations relating to proxy statements issued under Section 14 of the Securities Exchange Act of 1934 (15 U.S.C. Sec. 78n) by (a) the Securities and Exchange Commission, (b) in the case of a depository corporation that is a bank, the federal bank regulatory agencies, and (c) in the case of a depository corporation that is a savings association, the Office of Thrift Supervision.

history: (History: Amended by Stats. 1996, Ch. 1064, Sec. 525. Effective January 1, 1997. Operative July 1, 1997.)


citation: FIN § 4924

text: A converting depository corporation shall file with the commissioner an application for approval of the conversion.

history: (History: Amended by Stats. 1996, Ch. 1064, Sec. 526. Effective January 1, 1997. Operative July 1, 1997.)


citation: FIN § 4925

text:
If the commissioner finds all of the following with respect to an application for approval of a conversion, the commissioner shall approve the application:

(a) That the shareholders equity of the resulting depository corporation will be adequate and that the financial condition of the resulting depository corporation will be satisfactory.

(b) That the directors, executive officers, and any controlling person of the resulting corporation will be satisfactory.

(c) That the name of the resulting depository corporation will not resemble so closely as to be likely to cause confusion the name of any other bank, savings association, or industrial loan company, as the case may be, that is transacting or has recently transacted business in this state.

(d) That the resulting depository corporation will afford reasonable promise of successful operation and that it is reasonable to believe that the resulting depository corporation will be operated in a safe and sound manner and in compliance with all applicable laws.

(e) In the case of a conversion of a California state savings association, that the conversion will not have a seriously adverse effect on the total availability of financing for housing in any market area of the converting savings association in this state or that any effect of that type is clearly outweighed in the public interest by the probable effect of the conversion in meeting the convenience and needs of the community to be served. Nothing in this subdivision authorizes the commissioner to require the resulting depository corporation to make financing for housing available.

If the commissioner finds otherwise, the commissioner shall deny the application for approval of the conversion.

history: (History: Amended by Stats. 1996, Ch. 1064, Sec. 527. Effective January 1, 1997. Operative July 1, 1997.)


citation: FIN § 4927

text: After an application for approval of a conversion has been approved and all conditions precedent to the conversion have been fulfilled, the commissioner shall approve the amendments to the articles of the converting depository corporation called for in Section 4922, endorse the approval on the certificate of amendment or other instrument containing the amendments, and specify the time at which the certificate of amendment or other instrument is to be filed with the Secretary of State. The certificate of amendment or other instrument shall be filed with the Secretary of State at the time so specified by the commissioner, and at the time of the filing, the conversion shall become effective for all purposes.

history: (History: Amended by Stats. 1996, Ch. 1064, Sec. 529. Effective January 1, 1997. Operative July 1, 1997.)


citation: FIN § 4928

text:
When a conversion becomes effective, the commissioner shall:

(a) (1) In case the resulting depository corporation is a California state bank, issue to the resulting depository corporation a certificate of authority authorizing it to transact commercial banking business or commercial banking business and trust business, as the case may be.

(2) In case the resulting depository corporation is a California state savings association, issue to the resulting depository corporation a license authorizing it to transact business as a state savings association.

(3) In case the resulting depository corporation is a California industrial loan company, issue to the resulting depository corporation a certificate of authority authorizing it to transact business as an industrial loan company.

(b) In any case, issue to the resulting depository corporation certificates of authority, licenses, or other appropriate authorizations for the branch offices, places of business, extensions of offices, and other facilities, if any, that the converting depository corporation was operating and that the resulting depository corporation is to continue to operate.

history: (History: Amended by Stats. 1996, Ch. 1064, Sec. 530. Effective January 1, 1997. Operative July 1, 1997.)


citation: FIN § 4929

text:
Promptly after a conversion becomes effective, the resulting depository corporation shall:

(a) Surrender to the commissioner for cancellation the certificates of authority or licenses issued to the converting depository corporation by the commissioner; and

(b) File with the commissioner such report regarding the conversion as the commissioner may require.

history: (History: Amended by Stats. 1996, Ch. 1064, Sec. 531. Effective January 1, 1997. Operative July 1, 1997.)


citation: FIN § 4930

text:
(a) After a conversion becomes effective, the commissioner shall issue, upon application, a certificate under his or her official seal, stating that the converting depository corporation converted into the resulting depository corporation and specifying the time at which the conversion became effective.

(b) Any certificate issued pursuant to subdivision (a) shall be prima facie evidence of the fact of the conversion and of the regularity of the proceedings taken for the conversion and shall be conclusive evidence of such matters in favor of any innocent purchaser or encumbrancer for value.

history: (History: Amended by Stats. 1996, Ch. 1064, Sec. 532. Effective January 1, 1997. Operative July 1, 1997.)


citation: FIN § 4940

text: In this article, unless the context otherwise requires, “conversion” means any of the conversions described in Section 4941.

history: (History: Amended by Stats. 1996, Ch. 1064, Sec. 533. Effective January 1, 1997. Operative July 1, 1997.)

path: 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION > 5. Conversion > 2. Conversion of Federal Depository Corporation Into California State Depository Corporation


citation: FIN § 4941

text:
With the approval of the commissioner:

(a) A national banking association may convert into a California state bank pursuant to this article and federal law.

(b) A federal depository corporation of any class may convert into a California state depository corporation of another class pursuant to federal law and this article.

history: (History: Amended by Stats. 1996, Ch. 1064, Sec. 534. Effective January 1, 1997. Operative July 1, 1997.)

article: 2. Conversion of Federal Depository Corporation Into California State Depository Corporation


citation: FIN § 4942

text: A converting depository corporation shall adopt a plan of conversion pursuant to the provisions of federal law.

history: (History: Added by Stats. 1982, Ch. 1411, Sec. 3.)


citation: FIN § 4943

text: In obtaining any approval of outstanding shares required for a plan of conversion, a converting depository corporation shall provide to its shareholders information as the commissioner may require. In determining the information to be required, the commissioner shall give due consideration to regulations relating to proxy statements issued under Section 14 of the Securities Exchange Act of 1934 (15 U.S.C. Sec. 78n) by (a) the Securities and Exchange Commission, (b) in the case of a depository corporation that is a bank, the federal bank regulatory agencies, and (c) in the case of a depository corporation that is a savings association, the Office of Thrift Supervision.

history: (History: Amended by Stats. 1996, Ch. 1064, Sec. 535. Effective January 1, 1997. Operative July 1, 1997.)


citation: FIN § 4944

text:
A converting depository corporation shall file the following with the commissioner:

(a) The plan of conversion.

(b) An officer’s certificate certifying that the plan of conversion has been approved as required by federal law.

(c) An application for approval of the conversion.

history: (History: Amended by Stats. 1996, Ch. 1064, Sec. 536. Effective January 1, 1997. Operative July 1, 1997.)


citation: FIN § 4945

text: If the commissioner finds all of the factors set forth in Section 4925 with respect to an application for approval of a conversion, the commissioner shall approve the application. If the commissioner finds otherwise, the commissioner shall deny the application for approval of the conversion.

history: (History: Amended by Stats. 1996, Ch. 1064, Sec. 537. Effective January 1, 1997. Operative July 1, 1997.)


citation: FIN § 4946

text: After an application for approval of a conversion has been approved by the commissioner but before the conversion becomes effective, the converting depository corporation shall file with the commissioner an application for approval of the articles of the resulting depository corporation. When the commissioner approves the articles, the commissioner shall endorse the approval on the articles. After the articles are filed with the Secretary of State, the resulting depository corporation shall file with the commissioner a copy of the articles certified by the Secretary of State.

history: (History: Amended by Stats. 2003, Ch. 404, Sec. 13. Effective January 1, 2004.)


citation: FIN § 4948

text:
(a) After an application for approval of a conversion has been approved and all conditions precedent to the conversion have been fulfilled, the commissioner shall:

(1) In case the resulting depository corporation is a California state bank, issue to the resulting depository corporation a certificate of authority authorizing it to transact commercial banking business or commercial banking business and trust business, as the case may be.

(2) In case the resulting depository corporation is a California state savings association, issue to the resulting depository corporation a license authorizing it to transact business as a California state savings association.

(3) In case the resulting depository corporation is a California industrial loan company, issue to the resulting depository corporation a certificate of authority authorizing it to transact business as an industrial loan company.

(b) Upon the issuance of the certificate of authority or license pursuant to subdivision (a), the conversion shall become effective for all purposes.

history: (History: Amended by Stats. 1996, Ch. 1064, Sec. 540. Effective January 1, 1997. Operative July 1, 1997.)


citation: FIN § 4949

text: When a conversion becomes effective, the commissioner shall issue to the resulting depository corporation certificates of authority, licenses, or other appropriate authorizations for the branch offices, places of business, extensions of offices, and other facilities, if any, that the converting depository corporation was operating and that the resulting depository corporation is to continue to operate.

history: (History: Amended by Stats. 1996, Ch. 1064, Sec. 541. Effective January 1, 1997. Operative July 1, 1997.)


citation: FIN § 4950

text:
When a conversion becomes effective:

(a) The converting depository corporation shall cease to exist.

(b) The resulting depository corporation shall succeed, without other transfer, to all the rights and property of the converting depository corporation and shall be subject to all the debts and liabilities of the converting depository corporation in the same manner as if the resulting depository corporation had itself incurred them.

(c) All rights of creditors of the converting depository corporation and all liens upon the property of the converting depository corporation shall be preserved unimpaired, provided that such liens upon the property of the converting depository corporation shall be limited to the property affected thereby immediately prior to the time when the conversion becomes effective.

(d) Any action or proceeding pending by or against the converting depository corporation may be prosecuted to judgment, which shall bind the resulting depository corporation, or the resulting depository corporation may be proceeded against or substituted in place of the converting depository corporation.

(e) Any reference to the converting depository corporation in any writing, whether executed or taking effect before or after the conversion, shall be deemed a reference to the resulting depository corporation if not inconsistent with the other provisions of such writing.

(f) In case the converting depository corporation was transacting trust business, the resulting depository corporation shall succeed, without further transfer, to the rights, obligations, properties, assets, investments, deposits, demands, agreements, and trusts of the converting depository corporation under all trusts, executorships, administrations, guardianships, agencies, and all other fiduciary or representative capacities to the same extent as if the resulting depository corporation had originally assumed such fiduciary or representative capacities, and the resulting depository corporation shall be entitled to take and execute the appointment to all executorships, trusteeships, guardianships, and other fiduciary or representative capacities to which the converting depository corporation is or may be named in wills, whenever probated, or to which the converting depository corporation is or may be named or appointed by any other instrument.


citation: FIN § 4951

text:
Promptly after a conversion becomes effective, the resulting depository corporation shall:

(a) Surrender to the regulator of the converting depository corporation for cancellation the certificates of authority or licenses issued to the converting depository corporation by the regulator; and

(b) File with the regulator of the converting depository corporation such report regarding the conversion as the regulator may require.


citation: FIN § 4952

text:
(a) After a conversion becomes effective, the commissioner shall issue, upon application, a certificate under his or her official seal, stating that the converting depository corporation was converted into the resulting depository corporation and specifying the time at which the conversion became effective.

(b) Any certificate issued pursuant to subdivision (a) shall be prima facie evidence of the fact of the conversion and of the regularity of the proceedings taken for the conversion and shall be conclusive evidence of such matters in favor of any innocent purchaser or encumbrancer for value.

history: (History: Amended by Stats. 1996, Ch. 1064, Sec. 543. Effective January 1, 1997. Operative July 1, 1997.)


citation: FIN § 4960

text: In this article, unless the context otherwise requires, “conversion” means any of the conversions described in Section 4961.

history: (History: Amended by Stats. 1995, Ch. 480, Sec. 192. Effective October 2, 1995.)

path: 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION > 5. Conversion > 3. Conversion of California State Depository Corporation Into Federal Depository Corporation


citation: FIN § 4961

text:
(a) A California state bank may convert into a national banking association pursuant to this article and federal law.

(b) A California state depository corporation of any class may convert into a federal depository corporation of another class pursuant to this article and federal law.

history: (History: Repealed and added by Stats. 1995, Ch. 480, Sec. 194. Effective October 2, 1995.)

article: 3. Conversion of California State Depository Corporation Into Federal Depository Corporation


text:
(a) No provision of Division 1.1 (commencing with Section 1000), except the provisions of Chapter 19 (commencing with Section 1670) of Division 1.1, prohibits or restricts the conversion of a California state bank.

(b) No provision of Division 2 (commencing with Section 5000) prohibits or restricts the conversion of a California state savings and loan association.

(c) No provision of Division 7 (commencing with Section 18000), except the provisions of Chapter 10 (commencing with Section 18660) of Division 7, prohibits or restricts the conversion of a California industrial loan company.

history: (History: Amended by Stats. 2013, Ch. 334, Sec. 61. (SB 537) Effective January 1, 2014.)


citation: FIN § 4962

text:
(a) A converting depository corporation shall make a plan of conversion, stating:

(1) That the converting depository corporation shall be converted into the resulting depository corporation.

(2) Proposed articles of the resulting depository corporation.

(3) Manner of converting the securities of the converting depository corporation into securities of the resulting depository corporation.

(4) Such other provisions as may be appropriate.

(b) (1) The plan of conversion shall be approved by the board of the converting depository corporation, and the principal terms of the plan of conversion shall be approved by the outstanding shares of the converting depository corporation.

(2) (A) Any amendment to the plan of conversion shall be approved by the board of the converting depository corporation and, if the amendment changes any of the principal terms of the plan of conversion, by the outstanding shares of the converting depository corporation.

(B) If the plan of conversion is amended and if the amendment is approved as required by subparagraph (A), the plan of conversion, as thus amended, shall constitute the plan of conversion.

(3) Any approval of the outstanding shares of the converting depository corporation required by this subdivision may be given before or after the approval of the board of the converting depository corporation.

(c) The board of the converting depository corporation may, in its discretion and without further approval of the outstanding shares, abandon the conversion at any time before the conversion becomes effective.