                                 CODE OF VIRGINIA

MERGER, CONSOLIDATION OR TRANSFER OF ASSETS OF INSOLVENT OR FINANCIALLY UNSTABLE
SAVINGS INSTITUTION; NOTICE AND HEARING; FINAL ORDER; PRIORITIES; EXAMINATIONS
OF RESULTING INSTITUTIONS (§ 6.2-1205)

A. As used in this section:
			&#8220;Bank&#8221; or &#8220;savings institution&#8221; means institutions
incorporated or established under the laws of (i) the Commonwealth, (ii) the
United States, or (iii) any other state, which institutions&#8217; deposits are
insured as required by this title for the issuance of a certificate of authority
to do business.
			&#8220;Insolvent&#8221; means that the current book value of liabilities is
in excess of the current book value of assets.

B. If the Commission finds that (i) a state savings institution is insolvent,
or, in its opinion, the financial stability of a state savings institution is
threatened, (ii) the merger or consolidation of such state savings institution
into another savings institution or into a bank is desirable for the protection
of the stockholders, members or depositors of such association, and that such
merger or consolidation is in the public interest, and (iii) an emergency
exists, and if the board of directors of such state savings institution approves
a plan of merger or consolidation of such savings institution into another
savings institution or bank, compliance with the requirements of &#xA7; 13.1-718
or 13.1-895 shall be dispensed with as to such state savings institution. In
such event, the approval by the Commission of such plan of merger or
consolidation shall be the equivalent of approval by the holders of more than
two-thirds of the outstanding shares of such state savings institution for all
purposes of Article 12 (&#xA7; 13.1-715.1 et seq.) of Chapter 9 of Title 13.1 or
the approval of two-thirds of the members for all purposes of Article 11 (&#xA7;
13.1-893.1 et seq.) of Chapter 10 of Title 13.1.

C. If the Commission finds that (i) a state savings institution is insolvent, or
in its opinion, the financial stability of a state savings institution is
threatened, (ii) the acquisition of the assets and liabilities of such savings
institution by another savings institution or by a bank is in the best interests
of the stockholders, members or depositors of such state savings institution,
and that such acquisition of the assets and liabilities is in the public
interest, and (iii) an emergency exists, it may, with the consent of the board
of directors of both institutions as to the terms and conditions of such
transfer, including the assumption of all or certain liabilities, enter an order
transferring some or all of the assets and liabilities of such state savings
institution to such other savings institution or bank. In such event, compliance
with the provisions of &#xA7; 13.1-723, 13.1-724, 13.1-899, or 13.1-900 shall
not be required, and &#xA7; 13.1-730 shall not be applicable to such transfer.

D. In the case either of such a merger, consolidation or a transfer of assets
and liabilities, the Commission shall provide that prompt notice of its
findings, and plan of merger, consolidation or transfer of assets and
liabilities, be sent to the stockholders or members of record of such insolvent
savings institution or savings institution threatened with financial instability
for the purpose of providing such shareholders or members an opportunity to
challenge the findings of the Commission and the plan of merger, consolidation
or transfer of assets and liabilities. The relevant books and records of such
state savings institution shall remain intact and be made available to such
shareholders or members for a period of 30 days after such notice is sent. The
Commission&#8217;s findings and plan of merger, consolidation or transfer of
assets and liabilities shall become final if a hearing before the Commission is
not requested by any such shareholder or member in a written request delivered
to the Commission within 15 days after the notice specified by this section is
sent. Any such request for a hearing shall contain a statement of the specific
grounds for such shareholder&#8217;s or member&#8217;s challenge to the
Commissioner&#8217;s findings and plan of merger, or consolidation or transfer
of assets and liabilities.

E. If, after a hearing as provided in subsection D, the Commission finds that
good cause has been shown for the reversal or modification of its initial
findings, or for rescission or modification of its initial plan for merger,
consolidation or transfer of assets and liabilities, the Commission shall enter
its final order accordingly. If, after such hearing, the Commission affirms its
original findings and plan for merger, or consolidation or transfer of assets
and liabilities, its order shall be final.

F. Notwithstanding any other provision of law, any institution resulting from a
merger, consolidation or a transfer of assets and liabilities under the
provisions of this section shall have the right to retain and operate all
offices of the institution so merged, consolidated or acquired that were in
operation at the time of such merger, or consolidation or acquisition. This
section shall not be construed to allow the establishment of additional branches
by any institution resulting from such merger, consolidation or transfer than
would otherwise be allowed by the laws of the Commonwealth.

G. The Commission shall authorize transactions under this section in the
following order of priority:

   1. Between financial institutions of the same type located within the
   Commonwealth;

   2. Between financial institutions of different types located within the
   Commonwealth;

   3. Between financial institutions of the same type including depository
   institutions located outside the Commonwealth; and

   4. Between financial institutions of different types including depository
   institutions located outside the Commonwealth.

H. In considering transactions involving financial institutions located outside
the Commonwealth, the Commission shall give priority to plans of merger,
consolidation or asset acquisition involving financial institutions located in
states adjoining the Commonwealth or located in the District of Columbia.

I. Any institution resulting from a transaction authorized by this section whose
main office is located outside of the Commonwealth shall, as a condition of
being able to do business in the Commonwealth, allow the Commission to examine
such institution from time to time as the Commission deems necessary. In
conducting such examinations, the Commission shall have all of the powers
provided by this title relating to the examination of financial institutions.

J. The provisions of Article 5 (&#xA7; 6.2-1148 et seq.) of this chapter shall
not apply to mergers, consolidations, and acquisitions authorized by the
provisions of this section.

HISTORY: 1983, c. 450, § 6.1-195.70:2; 1985, c. 425, § 6.1-194.88; 1991, c.
230, § 6.1-194.150; 1994, c. 353; 2005, c. 765; 2010, c. 794.