(b) “Bank" has the meaning set forth in 12 USC 1841 (c).
(c) “Bank holding company" has the meaning set forth in 12 USC 1841 (a), and unless the context otherwise requires, includes an in-state bank holding company, an out-of-state bank holding company and a foreign bank holding company.
(d) “Bank supervisory agency" means the office of the comptroller of the currency, the federal deposit insurance corporation, the board of governors of the federal reserve system, or any successor to these agencies, or any agency of another state with primary responsibility for chartering and supervising banks.
(e) “Comissioner" means the commissioner of banking.
(f) “Company" has the meaning set forth in 12 USC 1841 (b) and includes a bank holding company.
(g) “Control" shall be interpreted consistently with 12 USC 1841 (a).
(h) “Deposit" has the meaning set forth in 12 USC 1813 (l).
(i) “Depository institution" means any insured depository institution under 12 USC 1813 (c) (2) and (3).
(j) “Foreign bank holding company" means a bank holding company that is organized under the laws of a country other than the United States or any territory or possession of the United States.
(k) “In-state bank" means a bank that is organized under this chapter, a trust company bank organized under ch. 223 or a bank organized under federal law and having its principal place of business in this state.
(L) “In-state bank holding company" means a bank holding company that has its principal place of business in this state or a company that has control of a trust company bank organized under ch. 223 and is not controlled by a bank holding company other than an in-state bank holding company.
(m) “Out-of-state bank holding company" means a bank holding company that is not an in-state bank holding company and, unless the context requires otherwise, includes a foreign bank holding company.
(n) “Principal place of business" of a bank holding company means the state in which the total deposits of its bank subsidiaries are the greatest.
(p) “State" means any state, territory or other possession of the United States, including the District of Columbia.
(q) “Subsidiary" has the meaning set forth in 12 USC 1841 (d).
(3) Approval requirements. (a) Except as otherwise expressly permitted by federal law or par. (b), no company may do any of the following without the prior approval of the commissioner:
1. Merge or consolidate with an in-state bank holding company.
2. Assume direct or indirect ownership or control of:
a. More than 25% of any class of voting shares of an in-state bank holding company or an in-state bank, if the acquiring company is not a bank holding company prior to the acquisition.
b. More than 5% of any class of voting shares of an in-state bank holding company or an in-state bank, if the acquiring company is a bank holding company prior to the acquisition.
c. All or substantially all of the assets of an in-state bank holding company or an in-state bank.
3. Take other action that results in the direct or indirect acquisition of control of an in-state bank holding company or an in-state bank.
(b) The approval of the commissioner is not needed under par. (a) in any of the following transactions:
1. A transaction arranged by the commissioner or a bank supervisory agency to prevent the insolvency or closing of the acquired bank.
2. A transaction in which a bank forms its own bank holding company, if the ownership rights of the former bank shareholders are substantially similar to those of the shareholders of the new bank holding company.
(c) In a transaction under par. (b) in which the commissioner's approval is not required, the parties shall give written notice to the commissioner at least 15 days before the effective date of the acquisition, unless a shorter period of notice is required under applicable federal law.
(4) Required application. A company that requires the commissioner's approval under sub. (3) (a) shall do all of the following:
(a) File with the commissioner an application in the form that the commissioner requires.
(b) Pay to the commissioner an application fee of $5,000.
(c) Reimburse the commissioner for all actual costs incurred by the commissioner in making an investigation related to the application under par. (a) and in holding any hearing on the application.
(d) Cause to be published a class 3 notice, under ch. 985, in the form prescribed by the commissioner, in the official state newspaper, of the application under par. (a) and of the opportunity for a hearing under sub. (5).
(e) File with the commissioner a proof of publication of the notice under par. (d), upon completion of the publication of the notice.
(f) If the applicant is an out-of-state bank holding company, submit to the commissioner, with the application, proof that the applicant has complied with or is exempted from the requirements of subch. XV of ch. 180.
(5) Hearing. (a) Except as provided in par. (b), the commissioner shall hold a hearing on the application under sub. (4) (a) if at least 25 residents of this state petition for a hearing within 30 days of the notice under sub. (4) (d) or if the commissioner on his or her own motion calls for a hearing within 30 days of the notice under sub. (4) (d). Except as provided in par. (b), the commissioner may not approve any transaction under sub. (3) (a) until the later of 30 days after the notice under sub. (4) (d) or 30 days after any hearing required under this paragraph.
(b) Paragraph (a) does not apply to a proposed transaction if the commissioner finds that an emergency exists and that the proposed transaction is necessary and appropriate to prevent the probable failure of an in-state bank.
(6) Standards for disapproval. The commissioner may disapprove a transaction under sub. (3) (a) if the commissioner finds any of the following:
(a) Considering the financial and managerial resources and future prospects of the applicant and of the in-state bank or in-state bank holding company, the transaction would be contrary to the best interests of the shareholders or customers of the in-state bank or in-state bank holding company.
(b) The action would be detrimental to the safety and soundness of the applicant or of the in-state bank or in-state bank holding company, or to the safety and soundness of a subsidiary or affiliate of the applicant, the in-state bank or the in-state bank holding company.
(c) Because the applicant or its executive officers, directors or principal shareholders have not established a record of sound performance, efficient management, financial responsibility and integrity, the action would be contrary to the best interests of the depositors, other customers, creditors or shareholders of the applicant or of the in-state bank or in-state bank holding company or contrary to the best interests of the public.
(d) The applicant has received a rating of “needs to improve record of meeting community credit needs" under 12 USC 2906 (b) (2) (C) or “substantial noncompliance in meeting community credit needs" under 12 USC 2906 (b) (2) (D) by the bank supervisory agency.
(f) The applicant has failed to enter into an agreement prepared by the commissioner to comply with the laws and rules of this state regulating consumer credit finance charges and other charges and related disclosure requirements, except to the extent preempted by federal law or regulation.
(g) The applicant fails to meet any other standards established by rule of the commissioner.
(7) State concentration limit. The commissioner may not approve any transaction under sub. (3) (a) if, upon consummation of the transaction, the applicant would control a greater percentage of the total amount of deposits of insured depository institutions in the state than the percentage specified under 12 USC 1842 (d) (2) (B) (ii).
(8) Age requirement. (a) Except as provided in pars. (b) and (c), the commissioner may not approve an application by an out-of-state bank holding company under sub. (3) (a) unless the in-state bank to be acquired, or all in-state bank subsidiaries of the in-state bank holding company to be acquired, have as of the proposed date of acquisition been in existence and in continuous operation for at least 5 years.
(b) The commissioner may approve an application for an acquisition of an in-state bank holding company that owns one or more in-state banks that have been in existence for less than 5 years, if the out-of-state bank holding company divests itself of those in-state banks within 2 years after the date of acquisition of the in-state bank holding company by the out-of-state bank holding company.
(c) Paragraphs (a) and (b) do not apply to an in-state bank that is the surviving bank of a merger with an in-state bank that had been in existence and continuous operation for at least 5 years at the time of the merger or would have been in existence and in continuous operation for at least 5 years as of the proposed date of acquisition, it the merger had not taken place.
(9) Reports. Each bank holding company that controls an in-state bank or an in-state bank holding company shall submit to the commissioner reports under s. 221.56.
(10) Penalties. The commissioner may enforce the provisions of this section pursuant to s. 220.04 (9).
55,21
Section 21
. 221.59 (2) (e) of the statutes, as created by 1995 Wisconsin Act .... this act), is repealed.
55,22
Section 22
. 221.59 (3) (a) (intro.) of the statutes, as created by 1995 Wisconsin Act .... (this act), is amended to read:
221.59 (3) (a) (intro.) Except as otherwise expressly permitted by federal law or par. (b), no company may do any of the following without the prior approval of the commissioner division:
55,23
Section 23
. 221.59 (3) (b) (intro.) of the statutes, as created by 1995 Wisconsin Act .... (this act), is amended to read:
221.59 (3) (b) (intro.) The approval of the commissioner division is not needed under par. (a) in any of the following transactions:
55,24
Section
24. 221.59 (3) (b) 1. of the statutes, as created by 1995 Wisconsin Act .... (this act), is amended to read:
221.59 (3) (b) 1. A transaction arranged by the commissioner division or a bank supervisory agency to prevent the insolvency or closing of the acquired bank.
55,25
Section 25
. 221.59 (3) (c) of the statutes, as created by 1995 Wisconsin Act .... (this act), is amended to read:
221.59 (3) (c) In a transaction under par. (b) in which the commissioner's division's approval is not required, the parties shall give written notice to the commissioner division at least 15 days before the effective date of the acquisition, unless a shorter period of notice is required under applicable federal law.
55,26
Section 26
. 221.59 (4) of the statutes, as created by 1995 Wisconsin Act .... (this act), is amended to read:
221.59 (4) Required application. A company that requires the commissioner's division's approval under sub. (3) (a) shall do all of the following:
(a) File with the commissioner division an application in the form that the commissioner division requires.
(b) Pay to the commissioner division an application fee of $5,000.
(c) Reimburse the commissioner division for all actual costs incurred by the commissioner division in making an investigation related to the application under par. (a) and in holding any hearing on the application.
(d) Cause to be published a class 3 notice, under ch. 985, in the form prescribed by the commissioner
division, in the official state newspaper, of the application under par. (a) and of the opportunity for a hearing under sub. (5). If the application is to acquire an in-state bank, the notice also shall be published in a newspaper of general circulation in the city, village or town where the home office of the in-state bank is located.
(e) File with the commissioner division a proof of publication of the notice under par. (d), upon completion of the publication of the notice.
(f) If the applicant is an out-of-state bank holding company, submit to the commissioner division, with the application, proof that the applicant has complied with or is exempted from the requirements of subch. XV of ch. 180.
55,27
Section 27
. 221.59 (5) of the statutes, as created by 1995 Wisconsin Act .... (this act), is amended to read:
221.59 (5) Hearing. (a) Except as provided in par. (b), the commissioner division shall hold a hearing on the application under sub. (4) (a) if at least 25 residents of this state petition for a hearing within 30 days of the notice under sub. (4) (d) or if the commissioner division on his or her its own motion calls for a hearing within 30 days of the notice under sub. (4) (d). Except as provided in par. (b), the commissioner division may not approve any transaction under sub. (3) (a) until the later of 30 days after the notice under sub. (4) (d) or 30 days after any hearing required under this paragraph.
(b) Paragraph (a) does not apply to a proposed transaction if the commissioner division finds that an emergency exists and that the proposed transaction is necessary and appropriate to prevent the probable failure of an in-state bank.
55,28
Section 28
. 221.59 (6) (intro.) of the statutes, as created by 1995 Wisconsin Act .... (this act), is amended to read:
221.59 (6) (intro.) The commissioner division may disapprove a transaction under sub. (3) (a) if the commissioner division finds any of the following:
55,29
Section 29
. 221.59 (6) (f) of the statutes, as created by 1995 Wisconsin Act .... (this act), is amended to read:
21.59 (6) (f) The applicant has failed to enter into an agreement prepared by the commissioner division to comply with the laws and rules of this state regulating consumer credit finance charges and other charges and related disclosure requirements, except to the extent preempted by federal law or regulation.
55,29t
Section 29t. 221.59 (6) (g) of the statutes, as created by 1995 Wisconsin Act .... (this act), is amended to read:
221.59 (6) (g) The applicant fails to meet any other standards established by rule of the commissioner
division.
55,29w
Section 29w. 221.59 (7) of the statutes, as created by 1995 Wisconsin Act .... (this act), is amended to read:
221.59 (7) State concentration limit. The commissioner division may not approve any transaction under sub. (3) (a) if, upon consummation of the transaction, the applicant would control a greater percentage of the total amount of deposits of insured depository institutions in the state than the percentage specified under 12 USC 1842 (d) (2) (B) (ii).
55,30
Section 30
. 221.59 (8) (a) of the statutes, as created by 1995 Wisconsin Act .... (this act), is amended to read:
221.59 (8) (a) Except as provided in pars (b) and (c), the commissioner division may not approve an application by an out-of-state bank holding company under sub. (3) (a) unless the in-state bank to be acquired, or all in-state bank subsidiaries of the in-state bank holding company to be acquired, have as of the proposed date of acquisition been in existence and in continuous operation for at least 5 years.
55,31
Section 31
. 221.59 (8) (b) of the statutes, as created by 1995 Wisconsin Act .... (this act), is amended to read:
221.59 (8) (b) The commissioner
division may approve an application for an acquisition of an in-state bank holding company that owns one or more in-state banks that have been in existence for less than 5 years, if the out-of-state bank holding company divests itself of those in-state banks within 2 years after the date of acquisition of the in-state bank holding company by the out-of-state bank holding company.
55,32
Section 32
. 221.59 (9) of the statutes, as created by 1995 Wisconsin Act .... (this act), is amended to read:
221.59 (9) Reports. Each bank holding company that controls an in-state bank or an in-state bank holding company shall submit to the commissioner division reports under s. 221.56.
55,33
Section 33
. 221.59 (10) of the statutes, as created by 1995 Wisconsin Act .... (this act), is amended to read:
221.59 (10) Penalties. The
commissioner division may enforce the provisions of this section pursuant to s. 220.04 (9).
55,34
Section 34
. 224.04 of the statutes is repealed.
55,35
Section 35
. 701.107 to 701.109 of the statutes are repealed.
55,36
Section 36
. 1995 Wisconsin Act 27, sections 6179 to 6189 are repealed.
55,37
Section 37
. 1995 Wisconsin Act 27, sections 7050 to 7060 are repealed.
55,38
Section 38
. 1995 Wisconsin Act 27, section 6102 is repealed.
