FINANCE CODE
CHAPTER 202. BANK HOLDING COMPANIES
§ 202.001. ACQUISITION OF BANK OR BANK HOLDING
COMPANY. (a) A company intending to acquire a Texas bank holding
company or a Texas bank shall submit to the commissioner a copy of
the application for approval or notice submitted to the Board of
Governors of the Federal Reserve System under Section 3, Bank
Holding Company Act (12 U.S.C. Section 1842). The copy must be:
(1) submitted to the commissioner when the application
is submitted to the board of governors;
(2) accompanied by any additional information
required under Subsection (b); and
(3) accompanied by any filing fee required by law.
(b) An applicant or notificant that is an out-of-state bank
holding company shall provide satisfactory evidence to the
commissioner of compliance with or inapplicability of:
(1) the requirements of Section 202.003; and
(2) if the applicant or notificant is not incorporated
under the laws of this state, the laws of this state relating to
registration of foreign corporations to do business in this state.
(c) On receipt of the notice prescribed by Section 3(b),
Bank Holding Company Act (12 U.S.C. Section 1842(b)), the
commissioner shall state in writing within the period prescribed by
that subsection the commissioner's:
(1) views and recommendations concerning the proposed
transaction;
(2) opinion regarding whether the proposed
transaction complies with this chapter and the Interstate Banking
and Branching Efficiency Act; and
(3) opinion regarding whether the proposed
transaction complies with the Community Reinvestment Act of 1977
(12 U.S.C. Section 2901 et seq.), as amended.
(d) The commissioner is not required to disapprove the
application or notice solely because of the opinion stated under
Subsection (c)(3).
(e) If the commissioner's response disapproves an
application for or notice of an acquisition of a Texas state bank or
a Texas bank holding company controlling a Texas state bank, the
commissioner may:
(1) appear at the hearing held as provided by Section
3(b), Bank Holding Company Act (12 U.S.C. Section 1842(b)); and
(2) present evidence at the hearing regarding the
reasons the application or notice should be denied.
(f) If the commissioner's response disapproves an
application for or notice of an acquisition other than as described
by Subsection (e), the commissioner may request that a hearing be
held as provided by Section 3(b), Bank Holding Company Act (12
U.S.C. Section 1842(b)). If the board of governors grants the
request, the commissioner shall appear and present evidence at the
hearing regarding the reasons the application or notice should be
denied.
(g) If the board of governors approves an application or
notice that the commissioner disapproved, the commissioner may
accept the decision or attempt to overturn the decision on appeal as
provided by Section 9, Bank Holding Company Act (12 U.S.C. Section
1848).
Added by Acts 1999, 76th Leg., ch. 344, § 1.001, eff. Sept. 1,
1999.
§ 202.002. LIMITATION ON CONTROL OF DEPOSITS. (a) The
commissioner may not approve an acquisition if, on consummation of
the transaction, the applicant, including all depository
institution affiliates of the applicant, would control 20 percent
or more of the total amount of deposits in this state held by
depository institutions in this state.
(b) The commissioner may request and the applicant shall
provide supplemental information to the commissioner to aid in a
determination under this section, including information that is
more current than or in addition to information in the most recently
available summary of deposits, reports of condition, or similar
reports filed with or produced by state or federal authorities.
Added by Acts 1999, 76th Leg., ch. 344, § 1.001, eff. Sept. 1,
1999.
§ 202.003. REQUIRED AGE OF ACQUIRED BANK. (a) An
out-of-state bank holding company may not make an acquisition under
this chapter if the Texas bank to be acquired, or any Texas bank
subsidiary of the bank holding company to be acquired, has not been
in existence and in continuous operation for at least five years as
of the effective date of acquisition.
(b) For purposes of this section:
(1) a bank that is the successor as a result of merger
or acquisition of all or substantially all of the assets of a prior
bank is considered to have been in existence and continuously
operated during the period of its existence and continuous
operation as a bank and during the period of existence and
continuous operation of the prior bank; and
(2) a bank effecting a purchase and assumption,
merger, or similar transaction with or supervised by the Federal
Deposit Insurance Corporation or its successor is considered to
have been in existence and continuously operated during the
existence and continuous operation of the bank with respect to
which the transaction was consummated.
Added by Acts 1999, 76th Leg., ch. 344, § 1.001, eff. Sept. 1,
1999.
§ 202.004. NONBANKING ACQUISITION, ELECTION, OR
ACTIVITY. (a) A bank holding company doing business in this state
that submits an application, election, or notice to the Board of
Governors of the Federal Reserve System under Section 4, Bank
Holding Company Act (12 U.S.C. Section 1843), that involves or will
involve an office location in this state shall submit to the
commissioner a copy of the application, election, or notice when
the application, election, or notice is submitted to the board of
governors, including a notice or application to acquire a
nonbanking institution, an election to be treated as a financial
holding company, or a request, proposal, or application to engage
in an activity that is or may be a financial activity or an activity
incidental or complementary to a financial activity. The bank
holding company shall submit other information reasonably
requested by the commissioner to determine the manner in which the
acquisition, election, or activity will directly or indirectly
affect residents of this state.
(b) To assist in determining whether to disapprove the
proposed acquisition, election, or activity, the commissioner may
hold a public hearing as provided by Section 31.201, regardless of
whether requested to do so by a person, regarding the proposed
acquisition, election, or activity and its effect on this state.
The commissioner shall convene a hearing if the bank holding
company requests a hearing in writing when it submits the
application, election, or notice to the commissioner.
(c) The commissioner shall disapprove the proposed
acquisition, election, or activity if the commissioner determines
that the acquisition, election, or activity would be detrimental to
the public interest as a result of probable adverse effects,
including undue concentration of resources, decreased or unfair
competition, conflicts of interest, or unsound banking practices.
(d) If the commissioner determines to disapprove the
proposed acquisition, election, or activity, the commissioner may
prepare and file a response to the application, election, or notice
with the board of governors and may request that a hearing be held.
If the board of governors grants the request, the commissioner
shall appear and present evidence at the hearing regarding the
reasons the proposed acquisition, election, or activity should be
denied.
(e) If the board of governors approves a proposed
acquisition, election, or activity that the commissioner
disapproved, the commissioner may accept the decision or seek to
overturn the decision on appeal as provided by Section 9, Bank
Holding Company Act (12 U.S.C. Section 1848).
Added by Acts 1999, 76th Leg., ch. 344, § 1.001, eff. Sept. 1,
1999. Amended by Acts 2001, 77th Leg., ch. 528, § 30, eff. Sept.
1, 2001.
§ 202.005. APPLICABLE LAWS. (a) The commissioner may:
(1) examine a bank holding company that controls a
Texas bank to the same extent as if the bank holding company were a
Texas state bank; and
(2) bring an enforcement proceeding under Chapter 35
against a bank holding company that violates or participates in a
violation of this subtitle, an agreement filed with the
commissioner under this chapter, or a rule adopted by the finance
commission or order issued by the commissioner under this subtitle,
as if the bank holding company were a Texas state bank.
(b) A Texas bank that is controlled by a bank holding
company that is not a Texas bank holding company shall be subject to
all laws of this state that are applicable to Texas banks that are
controlled by Texas bank holding companies.
Added by Acts 1999, 76th Leg., ch. 344, § 1.001, eff. Sept. 1,
1999. Amended by Acts 2001, 77th Leg., ch. 867, § 94, eff. Sept.
1, 2001.
§ 202.006. FINANCIAL ACTIVITIES. (a) A financial
holding company may engage in a financial activity or an activity
incidental or complementary to a financial activity if the activity
has been authorized by:
(1) the Board of Governors of the Federal Reserve
System under 12 U.S.C. Section 1843(k); or
(2) a rule adopted by the finance commission under
Subsection (b).
(b) The finance commission by rule may determine that an
activity not otherwise approved or authorized under this chapter,
federal law, or other law is:
(1) a financial activity;
(2) incidental to a financial activity; or
(3) complementary to a financial activity.
(c) In adopting a rule under Subsection (b), the finance
commission shall consider:
(1) the purposes of this subtitle and the
Gramm-Leach-Bliley Act (Pub. L. No. 106-102);
(2) changes or reasonably expected changes in the
marketplace in which financial holding companies compete;
(3) changes or reasonably expected changes in the
technology for delivering financial services;
(4) whether the activity is necessary or appropriate
to allow a financial holding company to:
(A) compete effectively with another company
seeking to provide financial services;
(B) efficiently deliver information and services
that are financial in nature through the use of technological
means, including an application necessary to protect the security
or efficacy of systems for the transmission of data or financial
transactions; or
(C) offer customers available or emerging
technological means for using financial services or for the
document imaging of data; and
(5) if otherwise determined to be permissible, whether
the conduct of the activity by a financial holding company should be
qualified through the imposition of reasonable and necessary
conditions to protect the public and require appropriate regard for
safety and soundness of the holding company's subsidiary banks and
the financial system generally.
(d) A determination by the board of governors under federal
law or by a rule of the finance commission under this section does
not alter or negate applicable licensing and regulatory
requirements administered by a functional regulatory agency of this
state.
Added by Acts 2001, 77th Leg., ch. 528, § 31, eff. Sept. 1, 2001.
