In this subtitle the following words have the meanings indicated. “Acquire” means to assume ownership or control, directly or indirectly, of any voting shares of, interest in, or all or a substantial portion of the assets and liabilities, including, unless otherwise determined in writing by the Director of the State of Maryland Deposit Insurance Fund Corporation to be in the best financial interest of the Fund, all savings accounts liabilities that are insured by the Fund, to the extent of the insurance, and liabilities to the State, of the following institutions: A savings and loan association; A newly-formed commercial bank chartered to consummate a transaction with a savings and loan association under this subtitle; or A commercial bank that results from the conversion of a savings and loan association. “Act” means the federal Bank Holding Company Act of 1956, as amended. “Maryland bank holding company” means a company that is defined as a bank holding company under the Act and that conducted its principal banking business in Maryland on July 1, 1966, or on the date on which the company became a bank holding company under the Act, whichever occurred later. “Out-of-state bank holding company” means a company that is defined as a bank holding company under the Act and that conducted its principal banking business in a jurisdiction of the United States other than Maryland on July 1, 1966, or on the date on which the company became a bank holding company under the Act, whichever occurred later. “Savings accounts” has the meaning stated in § 10-101(k) of this article. “Savings and loan association” means a corporation that is: Chartered under the laws of this State as a savings and loan association; and Insured by the State of Maryland Deposit Insurance Fund Corporation.

The provisions of this subtitle which authorize an out–of–state bank holding company to acquire and hold certain institutions are only in effect through June 1, 1986. Any acquisition that was approved under this subtitle before June 1, 1986, remains subject to the terms and conditions that were in effect before that date, including the authorizations in § 5–1102(c) and (d) of this subtitle.

This subtitle sets forth the conditions under which an out-of-state bank holding company may acquire and hold: One or more savings and loan associations to be converted into one or more commercial banks; or One or more newly-formed commercial banks that have acquired or acquire one or more savings and loan associations. The acquisition of a commercial bank by an out-of-state bank holding company under this subtitle is authorized for purposes of § 3(d) of the Act. Notwithstanding any other provision of law, an out-of-state bank holding company that has made an acquisition under this subtitle subsequently shall be permitted, directly or indirectly, to acquire and hold Maryland bank holding companies or constituent banks, as defined in Title 3, Subtitle 7 of this article, in this State as if the out-of-state bank holding company were a bank holding company the operations of whose banking subsidiaries are principally conducted in this State for purposes of § 3(d) of the Act. Any merger with or acquisition of a Maryland bank holding company by an out-of-state bank holding company, directly or indirectly, or any consolidation with, merger with or transfer of assets to a constituent bank by an out-of-state bank holding company, directly or indirectly, shall be governed by the procedural requirements of Subtitle 10 of this title. Except for the procedural requirements of this section, an out-of-state bank holding company may acquire and hold Maryland bank holding companies or constituent banks in this State under subsection (c) of this section without regard to the restrictions found in Subtitle 10 of this title.

An out–of–state bank holding company may acquire one or more savings and loan associations and convert one or more of the acquired savings and loan associations into one or more commercial banks or one or more newly–formed commercial banks that have acquired or will acquire one or more savings and loan associations, if the out–of–state bank holding company and the entity to be acquired: File jointly an application and a plan of acquisition for approval with the Commissioner that contain the information the Commissioner may require; Submit with the application: The designation of a resident of this State as the applicant’s agent for the service of any paper, notice, or legal process on the applicant in connection with matters arising out of this subtitle; and A filing fee of $5,000; and Receive approval of the acquisition from the Commissioner after the Commissioner has received: Advice from the Director of the Division of Savings and Loan Associations and the Fund Director of the State of Maryland Deposit Insurance Fund Corporation; and The concurrence of the Secretary of Labor. The plan of acquisition under this section shall contain sufficient information to allow the Commissioner to consider the following: The financial and managerial resources of the out–of–state bank holding company; The future prospects and business plan for the successor commercial bank; The financial history and future prospects of the out–of–state bank holding company; The impact of the proposed acquisition on competition and concentration of financial resources in this State; Initial capital investments, loan policy, investment policy, dividend policy, and general plan of business, including the amount and cost of consumer and business services to be offered in this State; and The corporate and regulatory steps necessary to consummate the acquisition. An out–of–state bank holding company that has made an acquisition under this subtitle shall, within 30 days of adoption, submit to the Commissioner a copy of its most recently adopted federal Community Reinvestment Act statement. Within 30 days of receipt, the holding company shall submit to the Commissioner a copy of the public portion of its most recent Community Reinvestment Act performance evaluation prepared by the federal regulatory agency that examines the holding company, together with a copy of any written response to the evaluation prepared by the holding company for its public Community Reinvestment Act file. Upon request, the Commissioner shall make available to the public a copy of the documents submitted under this subsection. The Commissioner may charge a reasonable fee to a person requesting a copy to help defray the costs of providing copies of the documents to the public. Except as otherwise provided by law, any person who knowingly submits false information to the Commissioner while complying with this section is guilty of a misdemeanor. A person who violates this section is subject to a fine of not more than $1,000, or imprisonment for not more than 5 years, or both. The Commissioner may not grant approval of an acquisition and conversion under this subsection unless the Commissioner finds: One or more of the savings and loan associations to be acquired: Was placed into a conservatorship or receivership under Title 9, Subtitle 7 of this article before October 15, 1985, and continues to be under the control of a conservator or receiver at the time the plan of acquisition is filed; or Before October 15, 1985, has been the subject of an executive order imposing limitations on withdrawals from savings accounts that are more restrictive than those set forth in Executive Order 01.01.1985.11 (May 21, 1985), as amended; The aggregate total savings account liability of the association or associations to be acquired was at least $450,000,000 on June 1, 1985; or The aggregate total savings account liability is less than $450,000,000 but greater than $250,000,000 on June 1, 1985, and the approval is: Reasonably required to protect the welfare of the general economy of this State and of the acquired association or associations; Not detrimental to the public interest or to the acquired association or associations; Consistent with the general need for banking services in the State; and Concurred in by the Governor; Exigent circumstances exist such that the planned acquisition is necessary to maintain the viability or prevent the probable failure of one or more of the savings and loan associations to be acquired; The out–of–state bank holding company has sufficient financial strength to assume its obligations under item (5) of this subsection; The application contains the unconditional undertaking of the out–of–state bank holding company to be bound by the provisions of § 5–1107 of this subtitle; The commercial bank to be formed will be a member of the Federal Reserve System; and That, upon the completion of any mergers, conversions, or acquisition to be made under the plan of acquisition, immediate access to savings accounts by account holders is provided subject to any terms and conditions governing those savings accounts. Each merger, conversion, or acquisition to be made under the plan of acquisition: Except as provided in this subtitle, shall comply with Title 3 of the Corporations and Associations Article; Shall be approved by the board of directors of each commercial bank and savings and loan association; and Subject to the provisions of paragraph (3) of this subsection, requires approval by a majority vote of the total number of votes entitled to be cast on the matter. As to each conversion, the savings and loan association to be converted shall file with the Commissioner a bank charter and otherwise comply with § 3–203 of this article. Sufficient evidence of the approval required by paragraph (1)(iii) of this subsection is a written consent signed by the shareholders or members having not less than a majority of the votes that would be entitled to be voted at a meeting at which all shareholders or members were present. Notwithstanding any other provision of this section or any other law, the approval by the shareholders or members of a savings and loan association for which a receiver has been appointed under § 9–708 of this article of a merger, conversion, or acquisition involving that savings and loan association is not required if, after notice and a hearing, the circuit court administering the receivership determines that: The savings and loan association is insolvent; or The merger, conversion, or acquisition will not result in the shareholders or members of the association receiving property of a lesser value in their capacity as shareholders or members than they otherwise would upon a complete liquidation of the savings and loan association in receivership. The provisions of Title 3, Subtitle 7 and Title 9, Subtitle 6 of this article do not apply to any consolidation, merger, transfer of assets, or conversion under this subtitle.

If the Commissioner deems it appropriate in order to consummate an acquisition under this subtitle, the Commissioner may: Convert the charter, form of ownership, or operating powers of a savings and loan association into the charter, form of ownership, or operating powers of a commercial bank; Authorize the consolidation, merger, or transfer of assets of a savings and loan association into one or more savings and loan associations or commercial banks; and Charter a new commercial bank or savings and loan association to acquire all or a substantial portion of the assets and liabilities of an existing savings and loan association, including all savings accounts liabilities and liabilities to the State.

Except as provided in subsections (b), (c), (d), and (e) of this section, a commercial bank acquired under this subtitle may exercise all the powers of, and shall be subject only to those restrictions imposed on a commercial bank owned by a Maryland bank holding company under applicable State law. A commercial bank that results from a conversion of a savings and loan association or acquires a savings and loan association may hold assets or conduct business activities, other than insurance assets and insurance activities, that result from the acquisition of a savings and loan association and that do not conform with applicable law, unless a different period is authorized by federal regulatory agencies: For a period of 5 years after the acquisition; and If the Commissioner approves, for an additional period not exceeding 5 years. A commercial bank that results from a conversion of a savings and loan association or acquires a savings and loan association may hold insurance assets or conduct insurance activities that result from the acquisition of a savings and loan association and that do not conform with applicable law, unless a different period is authorized by federal regulatory agencies, for a period of 2 years after the date of acquisition. Except as provided in subsection (c) of this section, a commercial bank acquired under this subtitle may hold insurance assets or conduct insurance activities only to the extent permitted under applicable law to a Maryland commercial bank. A commercial bank that results from the conversion of a savings and loan association or acquires a savings and loan association that is subject to the provisions of this section may not exercise any rights afforded to a Maryland bank, a Maryland bank holding company, or an out-of-state bank holding company under any Maryland law authorizing reciprocal interstate banking acquisitions until such time as national reciprocal interstate banking is authorized under State law.

Notwithstanding any other provisions of law to the contrary, the Commissioner may: Exercise any State regulatory approval that may be required to complete a plan of acquisition under this subtitle; and Waive any procedural requirements, including publication and hearing procedures, if the Commissioner determines that prompt approval of the application protects the best interests of the depositors and creditors of the savings and loan association to be acquired under this subtitle and is in the public interest. The Commissioner shall give notice in the Maryland Register of the final action that has been taken on an application filed under this subtitle.

Upon and after the acquisition of each savings and loan association or commercial bank successor to a savings and loan association to be acquired under this subtitle, the out-of-state bank holding company and the acquired institution shall, unless otherwise determined in writing by the Fund Director to be in the best financial interest of the Fund: Defend, indemnify, and hold harmless the State of Maryland, its agencies, instrumentalities, officials, agents, and employees from all claims of: Holders of savings accounts in that savings and loan association arising out of insurance of their accounts by the Maryland Savings-Share Insurance Corporation or the State of Maryland Deposit Insurance Fund Corporation; and Parties to loan agreements, loan commitments, lines of credit, or letters of credit of that savings and loan association arising solely out of the failure of the commercial bank to honor within a reasonable period of time after its acquisition by the out-of-state bank holding company the terms of a legally binding written commitment entered into by that savings and loan association; Relinquish any right to and release the State of Maryland Deposit Insurance Fund Corporation from any obligation to return any part of the capital deposit required for membership in the Fund; and Provide for repayment of any indebtedness incurred by an acquired savings and loan association to the former Maryland Savings-Share Insurance Corporation or the State of Maryland Deposit Insurance Fund Corporation.