1151.60 Acquisitions and mergers.

(A)

(1) A savings and loan association organized under the laws of this state may acquire or merge with a domestic association, a foreign savings association, a foreign federal association, a savings bank, a foreign savings bank, a state bank, a national bank, or a bank organized under the laws of another state, upon application to and written approval of the superintendent of financial institutions.

(2) For purposes of division (A)(1) of this section, if the surviving institution or new institution is a savings and loan association organized under the laws of this state, section 1701.82 of the Revised Code governs the merger or consolidation, except that after the merger or consolidation becomes effective, the surviving or new institution shall possess, of a public and private nature, the rights, privileges, immunities, powers, franchises, and authority of a savings and loan association organized under the laws of this state.

(B) A savings and loan association organized under the laws of this state may merge with a holding company affiliate upon application to and written approval of the superintendent. The superintendent shall approve such a merger only if the superintendent is of the opinion that the rights of all interested parties are protected.

(C) The limitations and conditions of Chapter 1701. of the Revised Code do not apply to a merger of a savings and loan association, the outstanding capital of which consists entirely of withdrawable shares, or which is organized under section 1151.081 of the Revised Code, provided that the plan of merger is approved by a two-thirds vote of the association's board of directors as evidenced by a merger agreement. Upon written notice to the association's board of directors, the superintendent may require that the plan of merger be submitted to the shareholders for approval in accordance with the provisions of Chapter 1701. of the Revised Code.

(D) The superintendent shall adopt rules in accordance with Chapter 119. of the Revised Code setting forth criteria that must be met for the merger of a savings and loan association and a holding company affiliate that is not a savings and loan association, a bank, or a savings bank.

(E) For purposes of this section, upon the consolidation or purchase of substantially all of the assets and assumption of liabilities of a savings and loan association, the superintendent, at the superintendent's discretion, may direct the secretary of state to cancel the articles of incorporation.

(F) For purposes of this section:

(1) "Holding company affiliate" means a savings and loan holding company of which a savings and loan association is a subsidiary and any other subsidiary of such holding company other than a subsidiary of such association.

(2) "Merger" includes consolidation and the purchase of substantially all of the assets and assumption of liabilities of another institution. "Merger" includes the use of an interim savings association.

Cite as R.C. § 1151.60

History. Effective Date: 05-21-1997