                                 CODE OF VIRGINIA

MERGER OR TRANSFER OF ASSETS OF INSOLVENT BANK (§ 6.2-914)

A. If the Commission finds that a bank is insolvent, that its merger into
another bank is desirable for the protection of its depositors, and that an
emergency exists, and, if the board of directors of such insolvent bank approves
a plan of merger of such bank into another bank, (i) compliance with the
requirements of &#xA7; 13.1-718 shall be dispensed with as to such insolvent
bank and (ii) the approval by the Commission of such plan of merger shall be the
equivalent of approval by the holders of more than two-thirds of the outstanding
shares of such insolvent bank for all purposes of Article 12 (&#xA7; 13.1-715.1
et seq.) of Chapter 9 of Title 13.1.

B. If the Commission finds that a bank is insolvent, that the acquisition of its
assets by another bank is in the best interests of its depositors, and that an
emergency exists, the Commission, with the consent of the boards of directors of
both banks as to the terms and conditions of such transfer, including the
assumption of all or certain liabilities, may enter an order transferring some
or all of the assets of such insolvent bank to such other bank, in which event
(i) compliance with the provisions of &#xA7;&#xA7; 13.1-723 and 13.1-724 shall
not be required and (ii) &#xA7;&#xA7; 13.1-730 through 13.1-741 shall not be
applicable to such transfer.

C. In the case either of a merger as provided in subsection A or of a sale of
assets as provided in subsection B, the Commission shall provide that prompt
notice of its finding of insolvency and of the merger or sale of assets be sent
to the stockholders of record of the insolvent bank for the purpose of providing
such shareholders an opportunity to challenge the finding that the bank is
insolvent. The relevant books and records of such insolvent bank shall remain
intact and be made available to such shareholders for a period of 30 days after
such notice is sent. The Commission&#8217;s finding of insolvency shall become
final if a hearing before the Commission is not requested by any such
shareholder within such 30-day period.

D. If, after such hearing provided in subsection C, the Commission finds that
such bank was solvent, it shall rescind its order entered pursuant to subsection
A or B and the merger or transfer of assets shall be rescinded. However, if
after such hearing the Commission finds that such bank was insolvent, its order
shall be final.

HISTORY: 1975, c. 44, § 6.1-100.1; 1983, c. 507; 2005, c. 765; 2010, c. 794.