In this subtitle the following words have the meanings indicated. “Acquire” means: For one bank holding company to merge or consolidate with another bank holding company; For a bank holding company to assume direct or indirect ownership or control of: More than 5 percent of any class of voting shares of another bank holding company or a bank; or All or substantially all of the assets of another bank holding company or a bank; or To take any other action that results in the direct or indirect control by a bank holding company of another bank holding company or a bank. “Affiliate” has the meaning stated in § 5-401 of this title. “Bank” has the meaning stated in § 2(c) of the Bank Holding Company Act. “Bank holding company”: Has the meaning stated in § 2(a) of the Bank Holding Company Act; and Unless the context requires otherwise, includes: A Maryland bank holding company; An out-of-state bank holding company; A foreign bank holding company; and A corporation or other entity that becomes a bank holding company by making an acquisition under this subtitle. “Bank Holding Company Act” means the federal Bank Holding Company Act of 1956. “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, and the Office of Foreign Assets Control, and any successor to these agencies; Any agency of another state with primary responsibility for chartering and supervising banks; and Any agency of a foreign country with primary responsibility for chartering and supervising banks. “Control” has the meaning stated in § 2(a) of the Bank Holding Company Act. “Deposit”: With respect to any bank holding company other than a foreign bank holding company, has the meaning stated in 12 U.S.C. § 1813(l); and With respect to a foreign bank holding company, has the meaning stated in the law of the country in which the holding company is organized or incorporated. “Foreign bank holding company” means a bank holding company with its principal place of business outside the United States. “Insured depository institution” means any financial institution the deposits of which are insured by the Federal Deposit Insurance Corporation. “Maryland bank” means a bank that is: Organized under Title 3 or Title 4 of this article; or Organized under federal law and having its main office in this State. “Maryland bank holding company” means a bank holding company that: Had its principal place of business in this State on the later of July 1, 1966 or the date on which the company became a bank holding company; and Is not controlled by a bank holding company other than a Maryland bank holding company. “Out-of-state bank holding company” means a bank holding company that is not a Maryland bank holding company. “Out-of-state bank holding company” includes a foreign bank holding company. “Principal place of business” means the jurisdiction in which the total deposits of a bank holding company’s bank subsidiaries are the greatest. “State” means any state, territory, or other possession of the United States, including the District of Columbia. “Subsidiary” has the meaning stated in § 2(d) of the Bank Holding Company Act.

This subtitle sets forth the conditions under which a bank holding company may acquire a Maryland bank or a Maryland bank holding company.

Except as otherwise expressly permitted by federal law, no bank holding company may acquire a Maryland bank holding company or a Maryland bank without the approval of the Commissioner. The prohibition in subsection (a) of this section shall not apply where the acquisition is made: Solely for the purpose of facilitating an acquisition otherwise permitted under this subtitle; In a transaction arranged by the Commissioner or another bank supervisory agency to prevent the insolvency or closing of the acquired bank; or In 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 holding company. In a transaction for which the Commissioner’s approval is not required under this section, the parties shall give written notice to the Commissioner at least 15 days before the effective date of the acquisition.

A bank holding company that proposes to make an acquisition under this subtitle shall: File with the Commissioner an application in the form that the Commissioner requires; Pay to the Commissioner an application fee of $1,500; and Submit proof that the applicant has complied with all public notice and publication requirements applicable under the Bank Holding Company Act. To the extent consistent with the effective discharge of the Commissioner’s responsibilities, the forms established under this subtitle for application, notice, and reporting shall conform to those established under the Bank Holding Company Act.

In deciding whether to approve an application under § 5-904 of this subtitle, the Commissioner shall consider whether the acquisition: May be detrimental to the safety and soundness of the Maryland bank or Maryland bank holding company to be acquired; or May result in an undue concentration of resources or a substantial reduction of competition in the State. Except as provided in this section, the Commissioner may not approve an acquisition if on consummation of the transaction the applicant, including any insured depository institution affiliate of the applicant, would control 30 percent or more of the total amount of deposits of insured depository institutions in the State. The Commissioner may by regulation adopt a procedure by which the 30 percent deposit limit may be waived for good cause.

The Commissioner shall decide whether to approve an application under § 5-904 of this subtitle within 60 days of receipt of a completed application. An application shall be deemed approved if the Commissioner takes no action on the application within the time limits specified in this section.

To the extent specified by the Commissioner by regulation or written request, each bank holding company that controls a Maryland bank or a Maryland bank holding company shall submit to the Commissioner: Copies of reports filed for the preceding calendar year with a bank supervisory agency by each Maryland bank controlled by the bank holding company; and A report specifying as of the end of the preceding calendar year, for each branch of each Maryland bank controlled by the bank holding company: The location; and The amount of deposits held. The reports specified in subsection (a) of this section: May consist of a copy of a report filed with another bank supervisory agency that contains substantially similar information; and May not be requested by the Commissioner unless the Commissioner determines that the information is not available from another bank supervisory agency. At the request of the Commissioner, to the extent permitted by applicable State or federal law, each bank holding company that controls a Maryland bank or a Maryland bank holding company shall provide to the Commissioner copies of reports of examination prepared by any bank supervisory agency in connection with the examination of any Maryland bank.

The Commissioner may enforce the provisions of this subtitle by any appropriate action in the circuit courts of the State, including actions for injunctive relief and for divestment.

If any provision of this subtitle or the application thereof to any person or circumstance is held invalid for any reason in a court of competent jurisdiction, the invalidity does not affect other provisions or any other application of this subtitle that can be given effect without the invalid provision or application.