The Florida Senate

655.414  Acquisition of assets; assumption of liabilities.--With prior approval of the department and upon such conditions as the department prescribes by rule, any financial entity may acquire all or substantially all of the assets of, or assume the liabilities of, any other financial entity in accordance with the procedures and subject to the following conditions and limitations:

(1)  ADOPTION OF A PLAN.--The board of directors of the acquiring or assuming financial entity and the board of directors of the transferring financial entity must adopt, by a majority vote, a plan for such acquisition, assumption, or sale on such terms as are mutually agreed upon. The plan must include:

(a)  The names and types of financial entities involved.

(b)  A statement setting forth the material terms of the proposed acquisition, assumption, or sale, including the plan for disposition of all assets and liabilities not subject to the plan.

(c)  A provision for liquidation of the transferring financial entity upon execution of the plan.

(d)  A statement that the entire transaction is subject to written approval of the department and approval of the members or stockholders of the transferring financial entity.

(e)  If a stock financial institution is the transferring financial entity and the proposed sale is not to be for cash, a clear and concise statement that dissenting stockholders of such financial entity are entitled to the rights set forth in s. 658.44(4) and (5).

(f)  The proposed effective date of such acquisition, assumption, or sale and such other information and provisions as may be necessary to execute the transaction or as may be required by the department.

(2)  APPROVAL OF DEPARTMENT.--Following approval by the board of directors of each participating financial entity, the plan, together with certified copies of the authorizing resolutions adopted by the boards and a completed application with a nonrefundable filing fee, must be forwarded to the department for its approval or disapproval. The department shall approve the plan of acquisition, assumption, or sale if it appears that:

(a)  The resulting financial entity would have an adequate capital structure in relation to its activities and its deposit liabilities;

(b)  The plan is fair to all parties; and

(c)  The plan is not contrary to the public interest.

If the department disapproves the plan, it shall state its objections and give an opportunity to the parties to amend the plan to overcome such objections.

(3)  VOTE OF MEMBERS OR STOCKHOLDERS.--If the department approves the plan, it may be submitted to the members or stockholders of the transferring financial entity at an annual meeting or at any special meeting called to consider such action. Upon a favorable vote of 51 percent or more of the total number of votes eligible to be cast or, in the case of a credit union, 51 percent or more of the members present at the meeting, the plan is adopted.

(4)  ADOPTED PLAN; CERTIFICATE; ABANDONMENT.--

(a)  If the plan is adopted by the members or stockholders of the transferring financial entity, the president or vice president and the cashier, manager, or corporate secretary of such financial entity shall submit the adopted plan to the department, together with a certified copy of the resolution of the members or stockholders approving it.

(b)  Upon receipt of the certified copies and evidence that the participating financial entities have complied with all applicable federal law and regulations, the department shall certify, in writing, to the participants that the plan has been approved.

(c)  Notwithstanding approval of the members or stockholders or certification by the department, the board of directors of the transferring financial entity may, in its discretion, abandon such a transaction without further action or approval by the members or stockholders, subject to the rights of third parties under any contracts relating thereto.

(5)  FEDERALLY CHARTERED INSTITUTION AS A PARTICIPANT.--If one of the participants in a transaction under this section is a federally chartered financial entity, all participants must also comply with such requirements as may be imposed by federal law for such an acquisition, assumption, or sale and provide evidence of such compliance to the department as a condition precedent to the issuance of a certificate authorizing the transaction; however, if the purchasing or assuming financial entity is a federally chartered financial entity, approval of the department is not required.

(6)  STOCK INSTITUTION ACQUIRING MUTUAL INSTITUTION.--A mutual financial institution may not sell all or substantially all of its assets to a stock financial entity until it has first converted into a capital stock financial institution in accordance with s. 665.033(1) and (2). For this purpose, references in s. 665.033(1) and (2) to associations are deemed to refer also to credit unions; but, in the case of a credit union, the provision therein concerning proxy statements does not apply.

History.--s. 4, ch. 82-214; s. 1, ch. 85-65; s. 1, ch. 91-307; ss. 1, 34, ch. 92-303; s. 6, ch. 97-30.