CHAPTER 9. Merger and Purchase or Sale of Business [31600 - 31605]
( Chapter 9 added by Stats. 1977, Ch. 1164. )
In this chapter:
(a) “Acquiring licensee” means:
(1) In the case of a merger, the licensee which is the surviving corporation;
(2) In the case of a purchase or sale, the licensee which is the purchaser.
(b) “Disappearing corporation” has the meaning set forth in Section 165 of the Corporations Code.
(c) “Surviving corporation” has the meaning set forth in
Section 190 of the Corporations Code.
(Added by Stats. 1977, Ch. 1164.)
No licensee shall merge with any other corporation unless:
(a) In case such licensee is the surviving corporation, such merger shall have first been approved by the commissioner;
(b) In case such licensee is a disappearing corporation, the surviving corporation is a licensee and such merger shall have first been approved by the commissioner.
(Amended by Stats. 1996, Ch. 1064, Sec. 673. Effective January 1, 1997. Operative July 1, 1997.)
No licensee shall purchase all or substantially all of the business of any other person unless such purchase shall have first been approved by the commissioner.
(Amended by Stats. 1996, Ch. 1064, Sec. 674. Effective January 1, 1997. Operative July 1, 1997.)
No licensee shall sell all or substantially all of its business to any other person unless such other person is a licensee and such sale shall have first been approved by the commissioner.
(Amended by Stats. 1996, Ch. 1064, Sec. 675. Effective January 1, 1997. Operative July 1, 1997.)
If the commissioner finds, with respect to an application for approval of a merger, purchase, or sale:
(a) That the merger, purchase, or sale will be safe and sound with respect to the acquiring licensee;
(b) That it is reasonable to believe that, upon consummation of the merger, purchase, or sale, the acquiring licensee will comply with all applicable provisions of this division and of any regulation or order issued under this
division; and
(c) That the merger, purchase, or sale will not be detrimental to the public convenience and advantage, or, if the merger, purchase, or sale would be detrimental to the public convenience and advantage, that it is necessary in the interests of the safety and soundness of any of the parties to it;
The commissioner shall approve the application. If, after notice and a hearing, the commissioner finds otherwise, he or she shall deny the application.
(Amended by Stats. 1996, Ch. 1064, Sec. 676. Effective January 1, 1997. Operative July 1, 1997.)
The commissioner may, by such regulations or orders as he or she deems necessary and appropriate, either unconditionally or upon specified terms and conditions or for specified periods, exempt from the provisions of this chapter any person or transaction or class of persons or transactions, if he or she finds such action to be in the public interest and that the regulation of such persons or transactions is not necessary for the purposes of this division.
(Amended by Stats. 1996, Ch. 1064, Sec. 677. Effective January 1, 1997. Operative July 1, 1997.)