221.0803
221.0803
Charter, how forfeited. If the board of directors or a quorum thereof or any committee of the board of any bank knowingly violates or knowingly permits any of the officers, agents or employees of the bank to violate this chapter, the directors are jointly and severally liable for the amount of the loss sustained by the bank. If, after a warning from the division, the directors shall fail to make good any loss or damage resulting from the violations, or continue such conduct, it shall constitute a ground for the forfeiture of the charter of the bank, and the division shall institute proceedings to enforce the forfeiture and to secure a dissolution and a winding up of the affairs of the bank.
221.0803 History
History: 1995 a. 336.
INTERSTATE BANKING AND FOREIGN BANKS
221.0901
221.0901
Acquisitions of banks and bank holding companies. 221.0901(1)(1)
Applicability. This section applies to acquisitions of an in-state bank or an in-state bank holding company by any company.
221.0901(2)(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.
221.0901(2)(d)
(d) "Bank supervisory agency" means the U.S. 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.
221.0901(2)(j)
(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.
221.0901(2)(k)
(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.
221.0901(2)(L)
(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 organized under
ch. 223 and is not controlled by a bank holding company other than an in-state bank holding company.
221.0901(2)(m)
(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.
221.0901(2)(n)
(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.
221.0901(2)(p)
(p) "State" means any state, territory or other possession of the United States, including the District of Columbia.
221.0901(3)(a)(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 division:
221.0901(3)(a)1.
1. Merge or consolidate with an in-state bank holding company or in-state bank.
221.0901(3)(a)2.a.
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.
221.0901(3)(a)2.b.
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.
221.0901(3)(a)2.c.
c. All or substantially all of the assets of an in-state bank holding company or an in-state bank.
221.0901(3)(a)3.
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.
221.0901(3)(b)
(b) The approval of the division is not needed under
par. (a) in any of the following transactions:
221.0901(3)(b)1.
1. A transaction arranged by the division or a bank supervisory agency to prevent the insolvency or closing of the acquired bank.
221.0901(3)(b)2.
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.
221.0901(3)(c)1.1. In a transaction in which the division's approval is not required under
par. (b), the parties shall give written notice to the division at least 15 days before the effective date of the acquisition, unless a shorter period of notice is required under applicable federal law.
221.0901(3)(c)2.
2. In a transaction in which the division's approval is not required because the transaction is expressly permitted under federal law, an out-of-state bank that will result from a merger, consolidation or other transaction involving an in-state bank shall give notice to the division of the proposed merger, consolidation or other transaction no later than the date on which it files an application for the proposed merger, consolidation or other transaction with the federal bank supervisory agency. The notification shall include all of the following:
221.0901(3)(c)2.a.
a. A copy of the application submitted to the federal bank supervisory agency.
221.0901(4)
(4) Required application. A company that requires the division's approval under
sub. (3) (a) shall do all of the following:
221.0901(4)(a)
(a) File with the division an application in the form that the division requires.
221.0901(4)(b)
(b) Pay to the division an application fee determined by the division.
221.0901(4)(c)
(c) Reimburse the division for all actual costs incurred by the division in making an investigation related to the application under
par. (a) and in holding any hearing on the application.
221.0901(4)(d)
(d) Cause to be published a class 3 notice, under
ch. 985, in the form prescribed by the 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.
221.0901(4)(e)
(e) File with the division proof of publication of the notice under
par. (d), upon completion of the publication of the notice.
221.0901(4)(f)
(f) If the applicant is an out-of-state bank holding company, submit to the division with the application, proof that the applicant has complied with, or is exempt from, the requirements of
subch. XV of ch. 180.
221.0901(5)(a)(a) Except as provided in
par. (b), the 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 after the notice under
sub. (4) (d) or if the division, on its own motion, calls for a hearing within 30 days after the notice under
sub. (4) (d). Except as provided in
par. (b), the 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.
221.0901(5)(b)
(b) Paragraph (a) does not apply to a proposed transaction if the 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.
221.0901(6)
(6) Standards for disapproval. The division may disapprove a transaction under
sub. (3) (a) if the division finds any of the following:
221.0901(6)(a)
(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.
221.0901(6)(b)
(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.
221.0901(6)(c)
(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.
221.0901(6)(d)
(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.
221.0901(6)(f)
(f) The applicant has failed to enter into an agreement prepared by the 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.
221.0901(6)(g)
(g) The applicant fails to meet any other standards established by rule of the division.
221.0901(7)
(7) State concentration limit. The 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).
221.0901(8)(a)(a) Except as provided in
pars. (b) and
(c), the division may not approve an application under
sub. (3) (a), other than an application by an in-state bank holding company or in-state bank, 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.
221.0901(8)(b)
(b) Except as otherwise provided in this paragraph, the division may approve an application under
sub. (3) (a) 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 applicant divests itself of those in-state banks within 2 years after the date of acquisition of the in-state bank holding company by the applicant. This paragraph does not apply if the applicant is an in-state bank holding company or in-state bank.
221.0901(8)(c)
(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, if the merger had not taken place.
221.0901(9)
(9) Reports. Each bank holding company that controls an in-state bank or an in-state bank holding company shall submit to the division reports under
s. 221.0526.
221.0901(10)
(10) Penalties. The division may enforce the provisions of this section pursuant to
s. 220.04 (9).
221.0901 Cross-reference
Cross Reference: See also chs.
DFI-Bkg 3,
4, and
19, Wis. adm. code.
221.0903
221.0903
In-state branches maintained by out-of-state banks. 221.0903(1)(a)
(a) "Bank supervisory agency" means any of the following:
221.0903(1)(a)1.
1. An agency of another state with primary responsibility for chartering and supervising banks.
221.0903(1)(b)1.
1. With respect to a state-chartered bank, the state in which the bank is chartered.
221.0903(1)(b)2.
2. With respect to a national bank, the state in which the main office of the bank is located.
221.0903(1)(b)3.
3. With respect to a foreign bank, the state determined to be the home state of the foreign bank under
12 USC 3103 (c).
221.0903(1)(d)
(d) "Out-of-state bank" means a bank with a home state other than this state.
221.0903(1)(dm)
(dm) "Out-of-state state bank" means a bank chartered under the laws of any state other than this state.
221.0903(1)(e)
(e) "State bank" means a bank chartered under this chapter.
221.0903(2)
(2) Notice and filing requirements. Each out-of-state state bank that has an in-state branch shall give the division notice of any merger, consolidation or other transaction that would cause a change of control with respect to the out-of-state state bank or a bank holding company of the out-of-state state bank, such that a filing would be required under
12 USC 1817 (j) or
12 USC 1841 to
1850. The notice required under this subsection shall be provided at least 30 days prior to date that the transaction is to become effective, unless the division determines that a transaction is an emergency transaction.
221.0903(3)
(3) Reporting requirements. The division may promulgate rules establishing periodic reporting requirements for out-of-state banks maintaining an in-state branch. Any reporting requirements established by rules promulgated under this subsection shall be consistent with all of the following:
221.0903(3)(b)
(b) The division's regulatory responsibilities with respect to that out-of-state bank and its in-state branch.
221.0903(4)(a)(a)
Examination power of division. The division may examine an in-state branch maintained by an out-of-state state bank, if the division considers the examination necessary to determine whether the in-state branch is being operated in compliance with the laws of this state and in accordance with safe and sound banking practices. The provisions of
ch. 220, as they apply to examinations of state banks, apply to the examinations of in-state branches of out-of-state banks.
221.0903(4)(b)
(b)
Contracts for examination services. The division may enter into contracts with any bank supervisory agency with concurrent jurisdiction over a state bank or an in-state branch of an out-of-state state bank to engage the services of the agency's examiners at a reasonable rate of compensation, or to provide the services of the division's examiners to the agency at a reasonable rate of compensation. Contracts entered into under this paragraph are exempt from
ss. 16.70 to
16.76 and
16.767 to
16.82.
221.0903(5)
(5) Enforcement. If the division determines that an in-state branch of an out-of-state state bank is being operated in violation of the laws of this state or is being operated in an unsafe or unsound manner, the division may take any enforcement action against the in-state branch that it would be able to take if the in-state branch were a state bank.
221.0903(6)
(6) Joint examination and enforcement actions. The division may enter into joint examinations and joint enforcement actions with other bank supervisory agencies having concurrent jurisdiction over a state bank with an out-of-state branch, or an in-state branch of an out-of-state state bank. This subsection does not prevent the division from making examinations or taking enforcement actions independently, if the division considers it appropriate to carry out its responsibilities or to ensure compliance with the laws of this state.
