215.32(10)
(10) Action to enjoin proceedings. An association subject to this section may, within 10 days after the notice required under
sub. (2) is filed, apply to the circuit court to enjoin further proceedings. The circuit court, after citing the division to show cause why further proceedings should not be enjoined and hearing the matter, may enjoin the division from further proceedings, and direct the division to surrender the association's business and property to the association.
215.32(11)
(11) Compensation and expenses in connection with liquidation. The compensation of the special deputies, counsel and other employes and assistants and all expenses of supervision and liquidation shall be fixed by the division, subject to the approval of the circuit court, and shall upon the certificate of the division be paid out of the funds of the association. Such expenses include the cost of the service rendered by the division to the association and shall be determined from time to time by the division and shall be paid to the division from the assets of the association.
215.32(13)
(13) Reinstatement. Whenever the division has taken possession of the business and property of any association, the association may resume business when:
215.32(13)(a)
(a) In the case of a mutual association, the owners of at least two-thirds of such association's dollar value aggregate of outstanding savings accounts or, in the case of a capital stock association, the owners of at least two-thirds of the association's outstanding shares, execute a petition to such effect, in the form prescribed by the division;
215.32(13)(b)
(b) Such members, savers or stockholders, or a committee selected by them, submit to the division a plan for the reorganization and reinstatement of the association;
215.32(13)(c)
(c) The division recommends that control of the business and property of the association be returned to the directors; and
215.32(13)(d)
(d) The court in which such liquidation is pending, upon application of the division, finds that the association will be in a safe and sound condition when control is resumed by the directors.
215.32(14)
(14) Reinstatement upon a restricted basis. Such association may resume business upon a restricted basis, and upon limitations and conditions prescribed by the division when approved by the circuit court, upon application of the division. Such restrictions and conditions may include a prohibition against the acceptance of payments on new savings accounts, reasonable restrictions upon withdrawals of savings accounts and the payment of other liabilities. Such associations shall thereupon be relieved from the control of the division.
215.32(15)
(15) Procedure upon taking possession of association whose savings accounts are insured by deposit insurance corporation. 215.32(15)(a)(a) The division may, if the division takes possession of any association, the savings accounts of which are to any extent insured by the deposit insurance corporation, tender to the deposit insurance corporation the appointment as statutory liquidator of such association. If the division does not make such tender, the division shall tender to the deposit insurance corporation the appointment as statutory co-liquidator to act jointly with the division, but the co-liquidatorship shall not be for more than one year from the date of such tender, at the expiration of which time the division shall become the sole liquidator except as herein otherwise provided. The division shall tender to the deposit insurance corporation the appointment as sole statutory liquidator of such association whenever the deposit insurance corporation has become subrogated to the rights of 90% of the liability of the association on savings accounts. If the deposit insurance corporation becomes subrogated as to all the savings accounts in the association, it may then exercise all the powers and privileges conferred upon it without court approval.
215.32(15)(b)
(b) If the corporation accepts the appointment as sole liquidator it shall possess all the powers and privileges of the division as statutory liquidator of a possessed savings and loan association, and be subject to all the duties of the division as sole liquidator, except insofar as such powers and privileges or duties are in conflict with federal laws, and except as herein otherwise provided, unless such association resumes business, pursuant to
subs. (13) and
(14). If the corporation accepts the appointment as co-liquidator, it shall possess such powers and privileges jointly with the division and shall be subject to such duties jointly with said division.
215.32(15)(c)
(c) In the event the corporation accepts the appointment as co-liquidator or liquidator, it shall file such acceptance with the division and the clerk of the circuit court and it may act without bond. Upon the filing by the corporation of its acceptance of the appointment as sole liquidator, the possession of and title to all the assets, business and property of the association shall vest in the corporation without the execution of any conveyance, assignments, transfer or indorsement. Upon the filing by the corporation of its acceptance of the appointment as co-liquidator, such possession and title shall be vested in the division and the corporation jointly. If the corporation does not qualify as sole liquidator at or before the time herein provided for the expiration of the co-liquidatorship, the corporation shall be wholly divested of and from such joint title and possession and the sole title and possession shall thereupon vest in the division. The vesting of title and possession of the property of the association, under
sub. (8), shall not render such property subject to any claims or demands against the federal corporation, except such as may be encumbered by it with respect to such association and its property. Whether or not it serves as aforesaid, the corporation may make loans on the security of or may purchase with the approval of the court, except as herein otherwise provided, all or any part of the assets of any association, the savings accounts of which are to any extent insured by it, but in the event of such purchase, the corporation shall pay a reasonable price.
215.32(15)(d)
(d) Whether or not the corporation serves as liquidator, whenever it pays or makes available for payment the savings accounts of any such association in liquidation which are insured by it, it shall be subrogated upon the surrender and transfer to it of such savings accounts, with respect thereto, but such surrender and transfer shall not affect any right which the transferor has in such savings accounts which are not paid or made available for payment or any right to participate in the distribution of the net proceeds remaining from the disposition of the assets of such association; provided, that the rights of the investors and creditors of such association shall be determined in accordance with the applicable laws of the state.
215.32 Cross-reference
Cross-reference: See Chap. 177 for disposition of unclaimed funds.
215.33
215.33
Foreign associations. 215.33(1)
(1)
Doing business in this state. A foreign association is "doing business" in this state if it accepts funds for deposit in this state, takes loan applications in this state in the regular course of business, or otherwise engages in any activity which would, if engaged in by a domestic association or corporation, require it to be chartered under the laws of this state as a savings and loan association. However, a foreign association is not considered to be doing business in this state solely because it does one or more of the following:
215.33(1)(a)
(a) Makes a mortgage loan in this state, purchases a loan secured by real property located in this state, or otherwise acquires an interest in real property located in this state.
215.33(1)(b)
(b) Holds or disposes of any interest in real property located in this state.
215.33(1)(c)
(c) Pursues its rights or remedies in this state as the owner of real estate or under the terms of a real estate mortgage or similar security interest.
215.33(2)
(2) Limitations on the activities of foreign association. The activities in which a foreign association may engage in this state are limited to those in which an association chartered by this state may engage, and are subject to the laws of this state to the same extent as those activities of an association chartered by this state. No foreign association may do business in this state without a certificate of authority issued under this section.
215.33(3)
(3) Certificate of authority to do business. 215.33(3)(a)(a)
Application fee and contents. Each application by a foreign association for a certificate of authority to do business in this state shall be accompanied by a $500 application fee payable to the office and shall contain:
215.33(3)(a)1.
1. A certified copy of the association's current articles of incorporation and bylaws, or other similar governing documents.
215.33(3)(a)2.
2. The name and address of an individual in this state who will serve as the association's agent under
sub. (5).
215.33(3)(a)3.
3. Satisfactory evidence that the association is in good standing with the authorities responsible for its supervision in the jurisdiction in which it is organized.
215.33(3)(a)4.
4. If the accounts of the association are insured, satisfactory evidence that the insurance is in force.
215.33(3)(b)
(b)
Approval of applications. Upon receipt of a completed application and the required fee, the division may issue a certificate of authority. The certificate of authority may be subject to specific conditions that the division believes necessary to adequately safeguard the interests of the residents of this state. A certificate of authority to do business in this state shall not be issued unless:
215.33(3)(b)1.
1. The association is in sound financial condition and entitled to public confidence, and the division is satisfied that the association will conduct its business in this state in accordance with the laws of this state.
215.33(3)(b)2.
2. The accounts of the association are insured by the deposit insurance corporation or any other insurer acceptable to the division, or that adequate and sufficient securities have been deposited with the state treasurer to assure that the association will meet its obligations to the residents of this state.
215.33(3)(c)
(c)
Revocation. The division may revoke a certificate of authority issued under this section if:
215.33(3)(c)1.
1. The association fails to conduct its business in this state in accordance with the laws of this state.
215.33(3)(c)2.
2. The association refuses to permit the division to conduct a complete examination of the association, or fails to pay applicable costs or fees.
215.33(3)(c)3.
3. The division determines that the association is in an unsafe condition or that its continued operation in this state is otherwise inconsistent with the best interests of the residents of this state.
215.33(4)
(4) Examination and audit of foreign associations. Each foreign association doing business in this state shall be examined by the division as provided under
s. 215.03, audited under
s. 215.25 and assessed fees and costs as provided under
s. 215.02 (16), together with any out-of-state travel expenses incurred in the course of the examination and audit. However, the division may accept as all or part of the examination or audit, all or any part of an examination or audit made on behalf of the agency responsible for the supervision of the foreign association in the jurisdiction in which the association is organized.
215.33(5)
(5) Designation of registered agent. Each foreign association doing business in this state shall maintain on file with the division the name and address of an individual in this state who is authorized to receive legal process on behalf of the association. The division shall maintain a current record of each individual so designated. The record of the division shall be conclusive evidence of the authority of the person whose name appears therein to receive process on behalf of the association.
215.33(6)
(6) Reciprocity. If the laws of another jurisdiction prohibit an association chartered by this state and insured by the deposit insurance corporation from doing business in that jurisdiction, no association organized under the laws of that jurisdiction may be authorized to do business in this state. If the laws of another jurisdiction require the posting of securities or impose other additional requirements as a condition of permitting an association chartered by this state to do business in that jurisdiction, the division may impose similar requirements on an association organized under the laws of that jurisdiction before issuing the association a certificate of authority to do business in this state.
215.35
215.35
Conversion; or absorption; waiver. 215.35(1)(a)
(a) The net worth of an association is equal to less than one percent of the assets of the association or is reasonably expected to be less than one percent within one year.
215.35(1)(b)
(b) The waiver is in the best interest of savers of the association and the public.
215.35(2)(b)
(b) Section 215.36 does not limit any authority of the federal regulatory agency or deposit insurance corporation in connection with an acquisition under this section.
215.36
215.36
Interstate acquisition and merger of associations. 215.36(1)(a)
(a) "In-state savings and loan" means an association or federal savings and loan association, both having their home offices in this state.
215.36(1)(b)
(b) "In-state savings and loan holding company" means a savings and loan holding company that has its principal place of business in this state and is not owned or controlled by a company having its principal place of business outside of this state.
215.36(1)(d)
(d) "Regional savings and loan" means a foreign association, if its accounts are insured by the deposit insurance corporation, or a federal savings and loan association, both having their home offices located in one of the regional states and that, if owned or controlled by a company, is owned or controlled by a regional state savings and loan holding company or by an in-state savings and loan holding company.
215.36(1)(e)
(e) "Regional savings and loan holding company" means a savings and loan holding company that has its principal place of business in a regional state and is not owned or controlled by a company having its principal place of business outside of the regional states.
215.36(1)(f)
(f) "Regional states" means the states of Illinois, Indiana, Iowa, Kentucky, Michigan, Minnesota, Missouri and Ohio.
215.36(2)(a)(a) An in-state savings and loan may do any of the following:
215.36(2)(a)1.
1. Acquire direct or indirect ownership or control of voting shares of one or more regional savings and loans or acquire an interest in, or some or all of the assets and liabilities of, one or more regional savings and loans.
215.36(2)(b)
(b) An in-state savings and loan proposing any action under
par. (a) shall provide the division a copy of any original application seeking approval by a federal agency or by an agency of the regional state and of any supplemental material or amendments filed in connection with any application.
215.36(3)
(3) In-state savings and loan holding companies. 215.36(3)(a)(a) An in-state savings and loan holding company may do any of the following:
215.36(3)(a)1.
1. Acquire direct or indirect ownership or control of voting shares of one or more regional savings and loans or regional savings and loan holding companies or acquire an interest in, or some or all of the assets of, one or more regional savings and loans or regional savings and loan holding companies.
215.36(3)(a)2.
2. Merge with one or more regional savings and loan holding companies.
215.36(3)(b)
(b) An in-state savings and loan holding company proposing any action under
par. (a) shall provide the division a copy of any original application seeking approval by a federal agency or by an agency of the regional state and of any supplemental material or amendments filed in connection with any application.
215.36(4)
(4) Regional savings and loans and regional savings and loan holding companies. Except as provided in
sub. (5), a regional savings and loan or regional savings and loan holding company may do any of the following:
215.36(4)(a)
(a) Acquire direct or indirect ownership or control of voting shares of one or more in-state savings and loans or in-state savings and loan holding companies or acquire an interest in, or some or all of the assets and liabilities of, one or more in-state savings and loans or in-state savings and loan holding companies.
215.36(4)(b)
(b) Merge with one or more in-state savings and loan holding companies.
215.36(5)
(5) Limitations. A regional savings and loan or regional savings and loan holding company may not take any action under
sub. (4) until all of the following conditions have been met:
215.36(5)(a)
(a) The division finds that the statutes of the regional state in which the regional savings and loan or regional savings and loan holding company has its principal place of business permit all of the following:
215.36(5)(a)1.
1. In-state savings and loans to acquire one or more regional savings and loans in the regional state.
215.36(5)(a)2.
2. In-state savings and loan holding companies both to acquire one or more regional savings and loans and to acquire and merge with one or more regional savings and loan holding companies in the regional state.
215.36(5)(b)
(b) The division has not disapproved the acquisition of the in-state savings and loan or the acquisition or merger with the in-state savings and loan holding company under
sub. (7).
215.36(5)(c)
(c) The division gives a class 3 notice, under
ch. 985, in the official state newspaper, of the application to take an action under
sub. (4) and of the opportunity for a hearing and, if at least 25 residents of this state petition for a hearing within 30 days of the final notice or if the division on the division's motion calls for a hearing within 30 days of the final notice, the division holds a public hearing on the application, except that a hearing is not required if the division finds that an emergency exists and that the proposed action under
sub. (4) is necessary and appropriate to prevent the probable failure of an in-state savings and loan that is closed or in danger of closing.
215.36(5)(d)
(d) The division is provided a copy of any original application seeking approval by a federal agency of the acquisition of an in-state savings and loan or acquisition of or merger with an in-state savings and loan holding company and of any supplemental material or amendments filed with the application.
215.36(5)(e)
(e) The applicant has paid the division a fee of $1,000 together with the actual costs incurred by the division in holding any hearing on the application.
215.36(5)(f)
(f) With regard to an acquisition of an in-state savings and loan that is chartered on or after May 9, 1986, the in-state savings and loan has been in existence for at least 5 years before the date of its acquisition.
215.36(6)
(6) Condition on acquisition. If a regional state savings and loan holding company acquires an in-state savings and loan holding company that owns one or more in-state savings and loans that have been chartered on or after May 9, 1986, and that have been in existence for less than 5 years, the regional state savings and loan holding company shall divest itself of those in-state savings and loans within 2 years after the date of acquisition of the in-state savings and loan holding company by the regional state savings and loan holding company.
215.36(7)
(7) Standards for disapproval. The division may disapprove of any action under
sub. (4) if the division finds any of the following:
215.36(7)(a)
(a) Considering the financial and managerial resources and future prospects of the applicant and of the in-state savings and loan or in-state savings and loan holding company concerned, the action would be contrary to the best interests of the shareholders or customers of the in-state savings and loan or in-state savings and loan holding company.
215.36(7)(b)
(b) The action would be detrimental to the safety and soundness of the applicant or of the in-state savings and loan or in-state savings and loan holding company concerned, or to a subsidiary or affiliate of the applicant or of the in-state savings and loan or in-state savings and loan holding company.
215.36(7)(c)
(c) Because the applicant, 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 savings and loan or in-state savings and loan holding company or contrary to the best interests of the public.
215.36(7)(cg)
(cg) The applicant has failed to provide adequate and appropriate services required by the community reinvestment act of 1977 to the communities in which the applicant is located.
215.36(7)(cr)
(cr) The applicant has failed to propose to provide adequate and appropriate services required by the community reinvestment act of 1977 in the community in which the in-state savings and loans which the applicant proposes to acquire or in-state savings and loan holding company which the applicant proposes to acquire or merge with is located.
215.36(7)(ct)
(ct) The applicant has failed to enter into an agreement prepared by the division to comply with 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.
215.36(7)(e)
(e) The applicant fails to meet any other standards established by rule of the division.
215.36(8)
(8) Exception. This section does not prevent a regional savings and loan or regional savings and loan holding company from acquiring voting shares of one or more in-state savings and loans or savings and loan holding companies, subject to the limitations of
12 USC 1730a except that the standard for control in
12 USC 1730a (a) (2) shall be 10% rather than 25%.
