A Louisiana state-chartered acquiring institution may buy assets and assume liabilities of another institution only with commissioner approval and a required purchase-and-assumption process.
§367. Voluntary purchase of assets and liabilities A. A Louisiana state-chartered bank, savings bank, or association, hereinafter referred to as the "acquiring institution", may, with the approval of the commissioner, purchase all or a portion of the assets and assume all or a portion of the liabilities of another bank, savings bank, or association, hereinafter referred to as the "selling institution". At least thirty days prior to the effective date of the transaction, the acquiring institution shall file with the commissioner all applications which are required to be filed with its appropriate federal regulator. B. The transaction may be effected only as a result of a purchase and assumption agreement entered into, approved, and filed as follows: (1) The board of directors of both the acquiring institution and the selling institution desiring to effect the transaction shall enter into a joint agreement, signed by a majority of each institution's directors, which prescribes the terms and conditions of the purchase and assumption and the mode of carrying the same into effect and containing such other provisions as are deemed necessary. (2) In those instances where a state-chartered acquiring institution is purchasing all or substantially all of the assets or liabilities of a state-chartered selling institution, the approval of both institutions' shareholders shall be obtained prior to the effective date of the transaction. If the selling institution is not organized under the laws of this state, the agreement must be approved in the manner provided by the laws under which it was chartered. If the acquisition does not involve all or substantially all of the assets or liabilities, this statute shall not require shareholder approval of either institution. (3) If shareholder approval is required, the agreement must be approved by the stockholders of each institution organized under the provision of this law by a vote of at least two-thirds of the voting power present or by such larger or smaller proportion not less than a majority of the voting power present as the articles may provide. (4) The fact that the agreement has been approved by the stockholders of each party thereto as hereinabove provided shall be certified on the agreement by the respective secretaries or assistant secretaries or cashiers or assistant cashiers, and the agreement, so approved and certified, shall be signed and acknowledged by the president or chief executive officer of each of the parties thereto. (5) If the agreement does not amend the articles of the acquiring institution, and if, as a result of the purchase, the total assets of the acquiring institution as of the most recent call report does not increase by ten percent, approval of the agreement by such institution's stockholders shall not be required, and the secretary or assistant secretary or cashier or assistant cashier shall certify on the agreement that such approval is not required and the reasons therefor. (6) The agreement, so adopted, certified, and acknowledged, shall be filed with the commissioner, who, after all fees and charges have been paid as required by law, shall record the same in his office, endorse thereon the date and, if requested, the hour of filing thereof with him, and issue a certificate of purchase and assumption, which shall recite the names of all the institutions involved, the date and, if endorsed on the agreement, the hour of filing the agreement with him, and effective time of the purchase and assumption, if stated in the agreement. The agreement may be delivered to the commissioner in advance for filing as of any specified date and, if specified upon such delivery, as of any given time on such date within thirty days after the date of delivery. (7) A copy of the certificate of purchase and assumption certified by the commissioner as well as the purchase and assumption agreement shall, within thirty days after issuance of the certificate, be filed for record in the office of the recorder of mortgages in the parish of each institution's domicile. (8) Notwithstanding stockholder approval and at any time prior to the effective date of this transaction, the purchase and assumption agreement may be abandoned pursuant to a provision for such abandonment, if any, contained in the agreement. (9) Before issuing a certificate of purchase and assumption, the commissioner shall consider the financial and managerial resources and future prospects of the acquiring institution. If he finds that the public interest will not be served by permitting such transaction, he shall refuse to issue the certificate. C. If any of the acquired assets or liabilities will be operated as a branch, the acquiring institution shall notify the commissioner of its desire to obtain a certificate of authority for each location. Following the approval of the transaction by the commissioner, the acquiring institution shall notify the office of financial institutions as to the opening date of each branch. The commissioner shall then issue a certificate of authority for each location. Acts 2001, No. 915, §1, eff. June 26, 2001; Acts 2003, No. 17, §1, eff. May 23, 2003; Acts 2003, No. 60, §1, eff. May 23, 2003.