(a) The offer, invitation, request, agreement or acquisition referred to in section 36a-184 may be made unless the commissioner disapproves it within sixty days after the acquisition statement has been filed with the commissioner, or unless within the first thirty days of such sixty days the commissioner calls a public hearing in accordance with section 36a-24. The offer, invitation, request, agreement or acquisition may be made prior to the expiration of the sixty-day disapproval period if the commissioner issues written notice of the commissioner's intent not to disapprove the action.

(b) The commissioner may disapprove any such offer, invitation, request, agreement or acquisition if the commissioner finds that:

(1) Upon completion of the acquisition, the bank referred to in the acquisition statement would be unable to satisfy the requirements for the issuance of a certificate of incorporation or a certificate of authority to carry on the business of banking to the same extent and in the same manner as it was authorized to carry on such business immediately prior to the acquisition;

(2) The financial condition of the acquiring person might jeopardize the financial stability of such bank or holding company, or prejudice the interests of depositors or security holders whose securities will not be acquired by the acquiring person;

(3) If a tender offer or exchange offer is contemplated, its terms are unfair and inequitable to the security holders of such bank or holding company;

(4) The plans or proposals which the acquiring person has to liquidate such bank or holding company, to sell its assets or to merge or consolidate it with any person, or to make any other material change in its business or corporate structure or management, are unfair or prejudicial to depositors or to security holders of such bank or holding company;

(5) The competence, experience and integrity of the acquiring person are such that it would not be in the interest of the depositors or of the security holders of such bank or holding company or in the public interest for such offer, request, invitation, agreement or acquisition to be made; or

(6) The benefits to the public are clearly outweighed by the possible adverse effects, including, but not limited to, an undue concentration of resources and decreased or unfair competition.

(c) The commissioner shall disapprove such offer, invitation, request, agreement or acquisition if: (1) It involves the acquisition of the voting securities or securities convertible into voting securities of a bank that has not been in existence and continuously operating for at least five years, or a holding company, the subsidiary banks of which have not been in existence and continuously operating for at least five years, unless the commissioner waives this requirement; (2) the acquiring person, including all insured depository institutions that are affiliates of the person, upon consummation of the acquisition, would control thirty per cent or more of the total amount of deposits of insured depository institutions in this state, unless the commissioner permits a greater percentage of such deposits; (3) the commissioner cannot make the findings required by section 36a-34; or (4) to the extent the acquiring person is subject to anti-money-laundering laws and regulations, the programs, policies and procedures of the acquiring person relating to anti-money-laundering activity are inadequate, and the acquiring person does not have a record of compliance with anti-money-laundering laws and regulations. In making the determination to disapprove or not to disapprove such offer, invitation, request, agreement or acquisition, the commissioner shall consider whether: (A) The investment and lending policies of the bank referred to in the acquisition statement are consistent with safe and sound banking practices and will benefit the economy of this state; (B) the services or proposed services of the bank referred to in the acquisition statement are consistent with safe and sound banking practices and will benefit the economy of this state; (C) the proposed acquisition will not substantially lessen competition in the banking industry of this state; and (D) the acquiring person, if such person would be the beneficial owner of twenty-five per cent or more of any class of voting securities of the bank or holding company referred to in the acquisition statement, (i) has sufficient capital to ensure, and agrees to ensure, that the bank referred to in the acquisition statement will comply with applicable minimum capital requirements, and (ii) has sufficient managerial resources to operate the bank or holding company referred to in the acquisition statement in a safe and sound manner.

(1969, P.A. 598, S. 11; 1971, P.A. 322, S. 4; P.A. 82-194, S. 6, 14; P.A. 91-189, S. 7, 13; P.A. 93-24, S. 3, 9; P.A. 94-122, S. 78, 340; P.A. 95-155, S. 15, 29; P.A. 96-54, S. 4, 9; P.A. 98-260, S. 7; P.A. 03-259, S. 15; P.A. 15-235, S. 28.)

History: 1971 act substituted reference to Sec. 36-423 for reference to Sec. 36-420; P.A. 82-194 amended Subsecs. (a), (b) and (c) by revising the provision for requesting a hearing and the hearing procedure, including shortening the time period for the commencement of the hearing and for the giving of notice, and amended Subsec. (d) by changing “bank or bank holding company” to “bank, association or holding company”; P.A. 91-189 added Subsec. (d)(6) re finding that benefits to the public outweigh adverse effects and Subsec. (e) re factors to be considered and findings to be made by the commissioner; P.A. 93-24 amended Subsec. (e) by deleting references to “bank, association or subsidiaries” in favor of references to “acquiring persons” in a banking institution or holding company situation and added provisions re the adequacy of services to be provided based on the acquiring person's status as either an entity or individual having 25% or more of any class of voting securities and added provisions governing in cases where acquiring person is individual owning less than 25% of all classes of voting securities, effective May 4, 1993; P.A. 94-122 deleted community reinvestment and approval standards in Subsec. (e) and made technical changes, effective January 1, 1995; Sec. 36-425 transferred to Sec. 36a-185 in 1995; P.A. 95-155 added Subsec. (e)(1) re five-year requirement and (e)(2) re controlling deposits, changing Subdiv. numbering to Subpara. lettering, and making technical changes in Subsec., effective June 27, 1995; P.A. 96-54 amended Subsec. (e) to substitute “or” for “and” immediately preceding Subdiv. (2), effective May 7, 1996; P.A. 98-260 amended Subsec. (a) by deleting provisions re public hearing and adding reference to Sec. 36a-24, deleted former Subsecs. (b) and (c), redesignated existing Subsec. (d) as Subsec. (b) and deleted provisions re determination after conclusion of hearing, and redesignated existing Subsec. (e) as Subsec. (c); P.A. 03-259 added Subsec. (c)(3) which moved and rephrased provision re disapproval if commissioner cannot make findings required by Sec. 36a-34, and (c)(4) re anti-money-laundering activity and compliance; P.A. 15-235 amended Subsec. (c) by adding provision re acquiring persons subject to anti-money-laundering laws and regulations in Subdiv. (4) and by making a technical change, effective July 7, 2015.

See Sec. 36a-34 re community reinvestment and approval standards.