Section 5-13B-23

Interstate merger transactions and branching permitted.

(a) One or more Alabama state banks may enter into an interstate merger transaction with one or more out-of-state banks under this article, and an out-of-state bank resulting from such transaction may maintain and operate the branches in Alabama of an Alabama state bank that participated in such transaction, provided that the conditions and filing requirements of this article are met.

(b) Except as otherwise expressly provided in this subsection, an interstate merger transaction shall not be permitted under this article if, upon consummation of such transaction, the resulting bank, including all insured depository institutions that would be "affiliates" as defined in 12 U.S.C. §1841(k) of the resulting bank, would control 30 percent or more of the total amount of deposits held by all insured depository institutions in this state. The superintendent may by regulation, subject to the approval of the Banking Board, adopt a procedure whereby the foregoing limitation on control of deposits may be waived for good cause shown.

(c) An interstate merger transaction resulting in the acquisition by an out-of-state bank of an Alabama state bank, or all or substantially all of the branches of an Alabama state bank, shall not be permitted under this article unless such Alabama state bank shall have been in continuous operation, on the date of such acquisition, for a period of at least five years. The five-year requirement shall be met if the superintendent determines that the Alabama state bank to be acquired was:

(1) Organized solely for the purpose of facilitating the acquisition of a bank that has been in existence and continuously operating for more than five years, or

(2) Resulted from the merger or consolidation of two or more banks at least one of which had been in existence and continuously operating for more than five years.

(d) An out-of-state bank which is not a resulting bank may not establish or maintain a de novo branch in this state.

(e) Except as permitted by this subsection, an out-of-state bank, which is not a resulting bank, shall not establish or maintain a branch in this state through the acquisition of less than all or substantially all of the assets, including all or substantially all of the branches, of an Alabama bank. An out-of-state bank, whether or not a resulting bank, may establish and maintain one or more branches in this state upon approval of the superintendent, with the concurrence of a majority of the members of the Banking Board, if the superintendent determines that the acquisition of the branch or branches is required because the bank which owns the branch or branches to be acquired is in default or in danger of default or is required by law to divest one or more of its branches, and that the branches have first been offered for sale upon substantially similar terms without success to Alabama banks and out-of-state banks operating branches in Alabama.

(f) An out-of-state bank that has established or acquired a branch in Alabama under this article may establish or acquire additional branches in Alabama to the same extent that any Alabama bank may establish or acquire a branch in Alabama under applicable federal and state law.

(Acts 1995, No. 95-115, p. 134, §15.)