SB494,120,14 10221.0713 Payment. (1) When payment made. Except as provided in s.
11221.0715, as soon as the corporate action is effectuated or upon receipt of a payment
12demand, whichever is later, the bank shall pay each shareholder or beneficial
13shareholder who has complied with s. 221.0711 the amount that the bank estimates
14to be the fair value of his or her shares, plus accrued interest.
SB494,120,16 15(2) Material to accompany payment. The payment shall be accompanied by all
16of the following:
SB494,120,2017 (a) The bank's latest available financial statements, including a balance sheet
18as of the end of a fiscal year ending not more than 16 months before the date of
19payment, an income statement for that year, a statement of changes in shareholders'
20equity for that year and the latest available interim financial statements, if any.
SB494,120,2121 (b) A statement of the bank's estimate of the fair value of the shares.
SB494,120,2222 (c) An explanation of how the interest was calculated.
SB494,120,2423 (d) A statement of the dissenter's right to demand payment under s. 221.0716
24if the dissenter is dissatisfied with the payment.
SB494,120,2525 (e) A copy of ss. 221.0701 to 221.0718.
SB494,121,4
1221.0714 Failure to take action. (1) Action not taken. If an issuer bank
2does not effectuate the corporate action within 60 days after the date set under s.
3221.0710 for demanding payment, the issuer bank shall return the deposited
4certificates and release the transfer restrictions imposed on uncertificated shares.
SB494,121,8 5(2) Action taken at a later date. If, after returning deposited certificates and
6releasing transfer restrictions, the issuer bank effectuates the corporate action, the
7bank shall deliver a new dissenters' notice under s. 221.0710 and repeat the payment
8demand procedure.
SB494,121,14 9221.0715 After-acquired shares. (1) Withholding for after-acquired
10shares.
A bank may elect to withhold payment required by s. 221.0713 from a
11dissenter unless the dissenter was the beneficial owner of the shares before the date
12specified in the dissenters' notice under s. 221.0710 (2) (c) as the date of the first
13announcement to news media or to shareholders of the terms of the proposed
14corporate action.
SB494,121,21 15(2) Payment. To the extent that the bank elects to withhold payment under sub.
16(1) after effectuating the corporate action, the bank shall estimate the fair value of
17the shares, plus accrued interest, and shall pay this amount to each dissenter who
18agrees to accept it in full satisfaction of his or her demand. The bank shall send with
19its offer a statement of its estimate of the fair value of the shares, an explanation of
20how the interest was calculated, and a statement of the dissenter's right to demand
21payment under s. 221.0716 if the dissenter is dissatisfied with the offer.
SB494,122,3 22221.0716 Procedure if dissenter is dissatisfied with payment or offer.
23(1)
Rights of dissenter. A dissenter may, in the manner provided in sub. (2), notify
24the bank of the dissenter's estimate of the fair value of his or her shares and the
25amount of interest due, and demand payment of his or her estimate, less any

1payment received under s. 221.0713, or reject the offer under s. 221.0715 and
2demand payment of the fair value of his or her shares and interest due, if any of the
3following applies:
SB494,122,64 (a) The dissenter believes that the amount paid under s. 221.0713 or offered
5under s. 221.0715 is less than the fair value of his or her shares or that the interest
6due is incorrectly calculated.
SB494,122,87 (b) The bank fails to make payment under s. 221.0715 within 60 days after the
8date set under s. 221.0710 for demanding payment.
SB494,122,129 (c) The issuer bank, having failed to effectuate the corporate action, does not
10return the deposited certificates or release the transfer restrictions imposed on
11uncertificated shares within 60 days after the date set under s. 221.0710 for
12demanding payment.
SB494,122,16 13(2) Waiver of rights. A dissenter waives his or her right to demand payment
14under this section unless the dissenter notifies the bank of his or her demand under
15sub. (1) in writing within 30 days after the bank makes or offers payment for his or
16her shares. The notice shall comply with s. 221.0103.
SB494,122,22 17221.0717 Court action. (1) When special proceeding required. If a demand
18for payment under s. 221.0716 remains unsettled, the bank shall bring a special
19proceeding within 60 days after receiving the payment demand under s. 221.0716
20and petition the court to determine the fair value of the shares and accrued interest.
21If the bank does not bring the special proceeding within the 60-day period, it shall
22pay each dissenter whose demand remains unsettled the amount demanded.
SB494,123,3 23(2) Where proceeding to be brought. The bank shall bring the special
24proceeding in the circuit court for the county where its principal office or, if none in
25this state, its registered office is located. If the bank is a foreign bank without a

1registered office in this state, it shall bring the special proceeding in the county in
2this state in which was located the registered office of the issuer bank that merged
3with or whose shares were acquired by the foreign bank.
SB494,123,7 4(3) Parties to the proceeding. The bank shall make all dissenters, whether
5or not residents of this state, whose demands remain unsettled parties to the special
6proceeding. Each party to the special proceeding shall be served with a copy of the
7petition as provided in s. 801.14.
SB494,123,13 8(4) Jurisdiction. The jurisdiction of the court in which the special proceeding
9is brought under sub. (2) is plenary and exclusive. The court may appoint one or more
10persons as appraisers to receive evidence and recommend a decision on the question
11of fair value. An appraiser has the power described in the order appointing him or
12her or in any amendment to the order. The dissenters are entitled to the same
13discovery rights as parties in other civil proceedings.
SB494,123,15 14(5) Judgements. Each dissenter made a party to the special proceeding is
15entitled to judgment for any of the following:
SB494,123,1716 (a) The amount, if any, by which the court finds the fair value of his or her
17shares, plus interest, exceeds the amount paid by the bank.
SB494,123,2018 (b) The fair value, plus accrued interest, of his or her shares acquired on or after
19the date specified in the dissenters' notice under s. 221.0710 (2) (c), for which the
20bank elected to withhold payment under s. 221.0715.
SB494,123,25 21221.0718 Court costs and counsel fees. (1) Assessment of and liability
22for costs.
(a) Notwithstanding ss. 814.01 to 814.04, the court in a special proceeding
23brought under s. 221.0717 shall determine all costs of the proceeding, including the
24reasonable compensation and expenses of appraisers appointed by the court and
25shall assess the costs against the bank, except as provided in par. (b).
SB494,124,4
1(b) Notwithstanding ss. 814.01 and 814.04, the court may assess costs against
2all or some of the dissenters, in amounts that the court finds to be equitable, to the
3extent that the court finds the dissenters acted arbitrarily, vexatiously or not in good
4faith in demanding payment under s. 221.0716.
SB494,124,8 5(2) When liable for fees and costs. The parties shall bear their own expenses
6of the proceeding, except that, notwithstanding ss. 814.01 to 814.04, the court may
7also assess the fees and expenses of counsel and experts for the respective parties,
8in amounts that the court finds to be equitable, as follows:
SB494,124,109 (a) Against the bank and in favor of any dissenter if the court finds that the
10bank did not substantially comply with ss. 221.0708 to 221.0716.
SB494,124,1411 (b) Against the bank or against a dissenter, in favor of any other party, if the
12court finds that the party against whom the fees and expenses are assessed acted
13arbitrarily, vexatiously or not in good faith with respect to the rights provided by this
14chapter.
SB494,124,19 15(3) Payment of counsel and experts from recovery. Notwithstanding ss.
16814.01 to 814.04, if the court finds that the services of counsel and experts for any
17dissenter were of substantial benefit to other dissenters similarly situated, the court
18may award to these counsel and experts reasonable fees to be paid out of the amounts
19awarded the dissenters who were benefited.
SB494,124,2020 SUBCHAPTER VIII
SB494,124,2121 DISSOLUTION AND LIQUIDATION
SB494,125,3 22221.0801 Liquidation. (1) When authorized. A bank organized or doing
23business under this chapter may go into liquidation by a vote of its shareholders
24owning a majority of the capital stock outstanding or such greater percentage
25required under the articles of incorporation or bylaws. If a vote is taken to go into

1liquidation, the board of directors shall give notice of this fact to the division, and the
2notice shall be certified by an officer of the bank. A liquidating bank may not transfer
3assets or liabilities to another bank until the transfer is approved by the division.
SB494,125,7 4(2) Notice. The board of directors shall also give notice of this fact by certified
5mail to all persons whose names appear as creditors upon the books of the bank and
6by publication as a class 3 notice, under ch. 985. The notice shall direct all persons
7who may have claims against the bank to file the claims.
SB494,125,19 8221.0802 Banks may be placed in hands of division. A bank doing
9business under this chapter may place its affairs and assets under the control of the
10division by posting a notice on its front door, as follows: "This bank is in the hands
11of the Division of Banking of the Department of Financial Institutions". Immediately
12upon posting such notice, the bank shall notify the division of this action. The posting
13of the notice, or the taking possession of a bank by the division, places the bank's
14assets and property in the possession of the division, and bars any attachment
15proceedings. For each day the division is placed in possession of the bank, and until
16such time as a special deputy is appointed under s. 220.08 (4), the bank shall pay to
17the division the actual cost of such liquidation proceedings. The division shall pay
18the amounts to the state treasurer and the percentage specified in s. 20.124 (1) (g)
19shall be credited to the appropriation account under s. 20.124 (1) (g).
SB494,126,3 20221.0803 Charter, how forfeited. If the board of directors or a quorum
21thereof or any committee of the board of any bank knowingly violates or knowingly
22permits any of the officers, agents or employes of the bank to violate this chapter, the
23directors are jointly and severally liable for the amount of the loss sustained by the
24bank. If, after a warning from the division, the directors shall fail to make good any
25loss or damage resulting from the violations, or continue such conduct, it shall

1constitute a ground for the forfeiture of the charter of the bank, and the division shall
2institute proceedings to enforce the forfeiture and to secure a dissolution and a
3winding up of the affairs of the bank.
SB494,126,44 SUBCHAPTER IX
SB494,126,65 INTERSTATE BANKING AND
6 FOREIGN BANKS
SB494,126,9 7221.0901 Acquisitions of banks and bank holding companies. (1)
8Applicability. This section applies to acquisitions of an in-state bank or an in-state
9bank holding company by any company.
SB494,126,10 10(2) Definitions. In this section:
SB494,126,1111 (a) "Affiliate" has the meaning set forth in 12 USC 1841 (k).
SB494,126,1212 (b) "Bank" has the meaning set forth in 12 USC 1841 (c).
SB494,126,1513 (c) "Bank holding company" has the meaning set forth in 12 USC 1841 (a), and
14unless the context otherwise requires, includes an in-state bank holding company,
15an out-of-state bank holding company and a foreign bank holding company.
SB494,126,1916 (d) "Bank supervisory agency" means the U.S. office of the comptroller of the
17currency, the federal deposit insurance corporation, the board of governors of the
18federal reserve system, or any successor to these agencies, or any agency of another
19state with primary responsibility for chartering and supervising banks.
SB494,126,2120 (f) "Company" has the meaning set forth in 12 USC 1841 (b) and includes a bank
21holding company.
SB494,126,2222 (g) "Control" shall be interpreted consistently with 12 USC 1841 (a).
SB494,126,2323 (h) "Deposit" has the meaning set forth in 12 USC 1813 (1).
SB494,126,2524 (i) "Depository institution" means any insured depository institution under 12
25USC 1813
(c) (2) and (3).
SB494,127,3
1(j) "Foreign bank holding company" means a bank holding company that is
2organized under the laws of a country other than the United States or any territory
3or possession of the United States.
SB494,127,64 (k) "In-state bank" means a bank that is organized under this chapter, a trust
5company bank organized under ch. 223 or a bank organized under federal law and
6having its principal place of business in this state.
SB494,127,107 (L) "In-state bank holding company" means a bank holding company that has
8its principal place of business in this state or a company that has control of a trust
9company organized under ch. 223 and is not controlled by a bank holding company
10other than an in-state bank holding company.
SB494,127,1311 (m) "Out-of-state bank holding company" means a bank holding company that
12is not an in-state bank holding company and, unless the context requires otherwise,
13includes a foreign bank holding company.
SB494,127,1514 (n) "Principal place of business" of a bank holding company means the state in
15which the total deposits of its bank subsidiaries are the greatest.
SB494,127,1716 (p) "State" means any state, territory or other possession of the United States,
17including the District of Columbia.
SB494,127,1818 (q) "Subsidiary" has the meaning set forth in 12 USC 1841 (d).
SB494,127,21 19(3) Approval requirements. (a) Except as otherwise expressly permitted by
20federal law or par. (b), no company may do any of the following without the prior
21approval of the division:
SB494,127,2222 1. Merge or consolidate with an in-state bank holding company.
SB494,127,2323 2. Assume direct or indirect ownership or control of:
SB494,128,3
1a. More than 25% of any class of voting shares of an in-state bank holding
2company or an in-state bank, if the acquiring company is not a bank holding
3company prior to the acquisition.
SB494,128,64 b. More than 5% of any class of voting shares of an in-state bank holding
5company or an in-state bank, if the acquiring company is a bank holding company
6prior to the acquisition.
SB494,128,87 c. All or substantially all of the assets of an in-state bank holding company or
8an in-state bank.
SB494,128,109 3. Take other action that results in the direct or indirect acquisition of control
10of an in-state bank holding company or an in-state bank.
SB494,128,1211 (b) The approval of the division is not needed under par. (a) in any of the
12following transactions:
SB494,128,1413 1. A transaction arranged by the division or a bank supervisory agency to
14prevent the insolvency or closing of the acquired bank.
SB494,128,1715 2. A transaction in which a bank forms its own bank holding company, if the
16ownership rights of the former bank shareholders are substantially similar to those
17of the shareholders of the new bank holding company.
SB494,128,2118 (c) In a transaction under par. (b) in which the division's approval is not
19required, the parties shall give written notice to the division at least 15 days before
20the effective date of the acquisition, unless a shorter period of notice is required
21under applicable federal law.
SB494,128,23 22(4) Required application. A company that requires the division's approval
23under sub. (3) (a) shall do all of the following:
SB494,128,2424 (a) File with the division an application in the form that the division requires.
SB494,128,2525 (b) Pay to the division an application fee determined by the division.
SB494,129,3
1(c) Reimburse the division for all actual costs incurred by the division in
2making an investigation related to the application under par. (a) and in holding any
3hearing on the application.
SB494,129,94 (d) Cause to be published a class 3 notice, under ch. 985, in the form prescribed
5by the division, in the official state newspaper, of the application under par. (a) and
6of the opportunity for a hearing under sub. (5). If the application is to acquire an
7in-state bank, the notice also shall be published in a newspaper of general
8circulation in the city, village or town where the home office of the in-state bank is
9located.
SB494,129,1110 (e) File with the division proof of publication of the notice under par. (d), upon
11completion of the publication of the notice.
SB494,129,1412 (f) If the applicant is an out-of-state bank holding company, submit to the
13division with the application, proof that the applicant has complied with, or is
14exempt from, the requirements of subch. XV of ch. 180.
SB494,129,21 15(5) Hearing. (a) Except as provided in par. (b), the division shall hold a hearing
16on the application under sub. (4) (a) if at least 25 residents of this state petition for
17a hearing within 30 days after the notice under sub. (4) (d) or if the division, on its
18own motion, calls for a hearing within 30 days after the notice under sub. (4) (d).
19Except as provided in par. (b), the division may not approve any transaction under
20sub. (3) (a) until the later of 30 days after the notice under sub. (4) (d) or 30 days after
21any hearing required under this paragraph.
SB494,129,2422 (b) Paragraph (a) does not apply to a proposed transaction if the division finds
23that an emergency exists and that the proposed transaction is necessary and
24appropriate to prevent the probable failure of an in-state bank.
SB494,130,2
1(6) Standards for disapproval. The division may disapprove a transaction
2under sub. (3) (a) if the division finds any of the following:
SB494,130,63 (a) Considering the financial and managerial resources and future prospects
4of the applicant and of the in-state bank or in-state bank holding company, the
5transaction would be contrary to the best interests of the shareholders or customers
6of the in-state bank or in-state bank holding company.
SB494,130,107 (b) The action would be detrimental to the safety and soundness of the
8applicant or of the in-state bank or in-state bank holding company, or to the safety
9and soundness of a subsidiary or affiliate of the applicant, the in-state bank or the
10in-state bank holding company.
SB494,130,1611 (c) Because the applicant or its executive officers, directors or principal
12shareholders have not established a record of sound performance, efficient
13management, financial responsibility and integrity, the action would be contrary to
14the best interests of the depositors, other customers, creditors or shareholders of the
15applicant or of the in-state bank or in-state bank holding company or contrary to the
16best interests of the public.
SB494,130,2017 (d) The applicant has received a rating of "needs to improve record of meeting
18community credit needs" under 12 USC 2906 (b) (2) (C) or "substantial
19noncompliance in meeting community credit needs" under 12 USC 2906 (b) (2) (D)
20by the bank supervisory agency.
SB494,130,2421 (f) The applicant has failed to enter into an agreement prepared by the division
22to comply with the laws and rules of this state regulating consumer credit finance
23charges and other charges and related disclosure requirements, except to the extent
24preempted by federal law or regulation.
SB494,131,2
1(g) The applicant fails to meet any other standards established by rule of the
2division.
SB494,131,7 3(7) State concentration limit. The division may not approve any transaction
4under sub. (3) (a) if, upon consummation of the transaction, the applicant would
5control a greater percentage of the total amount of deposits of insured depository
6institutions in the state than the percentage specified under 12 USC 1842 (d) (2) (B)
7(ii).
SB494,131,12 8(8) Age requirement. (a) Except as provided in pars. (b) and (c), the division
9may not approve an application by an out-of-state bank holding company under sub.
10(3) (a) unless the in-state bank to be acquired, or all in-state bank subsidiaries of
11the in-state bank holding company to be acquired, have as of the proposed date of
12acquisition been in existence and in continuous operation for at least 5 years.
SB494,131,1713 (b) The division may approve an application for an acquisition of an in-state
14bank holding company that owns one or more in-state banks that have been in
15existence for less than 5 years, if the out-of-state bank holding company divests
16itself of those in-state banks within 2 years after the date of acquisition of the
17in-state bank holding company by the out-of-state bank holding company.
SB494,131,2218 (c) Paragraphs (a) and (b) do not apply to an in-state bank that is the surviving
19bank of a merger with an in-state bank that had been in existence and continuous
20operation for at least 5 years at the time of the merger or would have been in existence
21and in continuous operation for at least 5 years as of the proposed date of acquisition,
22if the merger had not taken place.
SB494,131,25 23(9) Reports. Each bank holding company that controls an in-state bank or an
24in-state bank holding company shall submit to the division reports under s.
25221.0526.
SB494,132,2
1(10) Penalties. The division may enforce the provisions of this section
2pursuant to s. 220.04 (9).
SB494,132,33 SUBCHAPTER X
SB494,132,54 RECORDS, REPORTS AND
5 LEGAL PROCESS
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