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Texas Statutes (Last Updated: January 4, 2014) |
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FINANCE CODE |
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Title 3. FINANCIAL INSTITUTIONS AND BUSINESSES |
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Subtitle F. TRUST COMPANIES |
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Chapter 182. POWERS, ORGANIZATION, AND FINANCIAL REQUIREMENTS |
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Subchapter E. PURCHASE OR SALE OF ASSETS |
Sec. 182.401. AUTHORITY TO PURCHASE ASSETS
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(a) A state trust company may purchase assets from another trust institution, including the right to control accounts established with the trust institution, or assets from another seller, except that the prior written approval of the banking commissioner is required if the purchase price exceeds an amount equal to three times the sum of the trust company's equity capital less intangible assets. The finance commission by rule may require a state trust company to obtain the prior written approval of the banking commissioner for a transaction not otherwise subject to approval that involves potentially substantial risks to the safety and soundness of the purchasing trust company.
(b) Except as otherwise expressly provided by this section or another statute, the purchase of all or part of the assets of the selling entity does not make the purchasing state trust company responsible for any liability or obligation of the selling entity that the purchasing state trust company does not expressly assume.
(c) If prior approval of the banking commissioner is required under this section, an application in the form required by the banking commissioner must be filed with the banking commissioner. The banking commissioner shall investigate the condition of the purchaser and seller and may require the submission of additional information as considered necessary to make an informed decision.
(d) The banking commissioner shall approve the application to purchase if:
(1) the purchasing state trust company:
(A) has complied with all applicable statutes and rules; and
(B) will be solvent and have sufficient capitalization for its business and location;
(2) all fiduciary obligations and liabilities of each trust institution that is a party to the purchase or sale of assets have been properly discharged or otherwise lawfully assumed or retained by a trust institution or other fiduciary;
(3) all conditions imposed by the banking commissioner have been satisfied or otherwise resolved; and
(4) all fees and costs have been paid.
(e) A purchase subject to prior approval is effective on the date of approval unless the purchase agreement provides for and the banking commissioner consents to a different effective date.
(f) If the purchase transaction includes all or substantially all of the assets of another trust institution or other fiduciary, the acquiring state trust company shall succeed by operation of law to all of the rights, privileges, and fiduciary obligations of the selling trust institution or other fiduciary under each account included in the assets acquired.