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<section article="gfi" article_name="Financial Institutions" number="9-216" title_number="9" title_name="Savings and Loan Associations" subtitle_number="2" subtitle_name="Incorporation">
  <level label="a">
    <level label="1">
      <text>In this section the following words have the meanings indicated.</text>
    </level>
    <level label="2">
      <text>“Acquire” means to obtain legal or beneficial ownership of shares, or voting rights of shares, whether directly or indirectly, through an intermediary or otherwise.</text>
    </level>
    <level label="3">
      <text>“Beneficial ownership” includes:</text>
      <level label="i">
        <text>Ownership by another person who controls, is controlled by, or is under common control with a person; and</text>
      </level>
      <level label="ii">
        <text>Ownership by a member of the immediate family.</text>
      </level>
    </level>
    <level label="4">
      <text>“Control” means the ability of a person to direct the management or policies of an association or entity or elect a majority of a board of directors or the ownership of more than 10 percent of the outstanding shares of any class of securities of an association or interest in an entity.</text>
    </level>
  </level>
  <level label="b">
    <text>Except as provided in subsection (g) of this section, without the prior written approval of the Division Director under this section, a person may not acquire control of an association or control of an entity which, directly or indirectly, controls or is controlled by an association.</text>
  </level>
  <level label="c">
    <text>If the approval of the Division Director is required under subsection (b) of this section, a person who intends to acquire shares of an association or interest in an entity that controls or is controlled by an association shall:</text>
    <level label="1">
      <text>File an application for approval in the form that the Division Director requires;</text>
    </level>
    <level label="2">
      <text>Deliver to the Division Director any other information that the Division Director requires with the certification of financial information and any verification by oath or affirmation of other data that the Division Director specifies; and</text>
    </level>
    <level label="3">
      <text>Except in the case of an applicant that is a domestic corporation or a foreign corporation qualified to do business in Maryland, deliver to the Division Director a written consent to service of process in any action or suit arising out of or in connection with the proposed acquisition through service of process on the Secretary of Labor.</text>
    </level>
  </level>
  <level label="d">
    <level label="1">
      <text>Upon receipt of an application for approval and other items required under subsection (c) of this section, the Division Director shall conduct an investigation to determine whether the acquisition, its purposes and probable effects would be consistent with purposes of Title 8 of this article and of this title, whether:</text>
      <level label="i">
        <text>The applicant, or its directors, officers, or controlling persons, and any proposed new officers, directors, or controlling persons of the association involved would satisfy the test for incorporators, officers, directors, and controlling persons of a new association under § 9–207 of this subtitle; and</text>
      </level>
      <level label="ii">
        <text>The proposed acquisition would be prejudicial to the interests of the depositors, creditors, beneficiaries of fiduciary accounts, or shareholders of the association involved.</text>
      </level>
    </level>
    <level label="2">
      <text>Except for information that the Division Director determines should be kept confidential, as part of the investigation the Division Director shall transmit to the association or entity a copy of the application and all other information received from the applicant for the purpose of receiving comments from the association or entity.</text>
    </level>
  </level>
  <level label="e">
    <level label="1">
      <text>Within 60 days after receipt of an application under subsection (c) of this section or within a longer period not in excess of 30 days after receipt from the applicant of additional information required by the Division Director, the Division Director shall:</text>
      <level label="i">
        <text>Approve or disapprove the proposed acquisition; and</text>
      </level>
      <level label="ii">
        <text>Give written notice of its decision to the applicant and the association or entity.</text>
      </level>
    </level>
    <level label="2">
      <text>If the Division Director approves a proposed acquisition that may result in a change of control of the association or entity, the Division Director may impose conditions to be observed after the acquisition with respect to:</text>
      <level label="i">
        <text>Transactions between the association involved and the applicant or affiliate of the applicant;</text>
      </level>
      <level label="ii">
        <text>Dividends or distributions by the association; or</text>
      </level>
      <level label="iii">
        <text>Other matters as the Division Director considers advisable on the basis of the purposes of this title and Title 8 of this article.</text>
      </level>
    </level>
  </level>
  <level label="f">
    <text>A person may not make, directly or indirectly, any untrue statement of a material fact or omit a material fact in order to mislead any person in connection with any acquisition or sale of, or proposal to acquire or sell, shares within the scope of this section or in any application or submission of information to the Division Director under subsection (c) of this section.</text>
  </level>
  <level label="g">
    <text>Approval under this section is not required for an acquisition in the case of either:</text>
    <level label="1">
      <text>An acquisition of shares by the issuer of the shares or by a person who, at the time of acquisition, controls the association or entity whose shares or interest are proposed to be acquired;</text>
    </level>
    <level label="2">
      <text>A merger or consolidation which requires the approval of the Division Director, Commissioner, or the Federal Home Loan Bank Board;</text>
    </level>
    <level label="3">
      <text>A transaction by a broker–dealer who does no more than perform the customary broker’s function in transactions on a stock exchange or in the over–the–counter market, who receives no more than the customary broker’s commission and who does not solicit, or arrange for the solicitation of orders; or</text>
    </level>
    <level label="4">
      <text>A transfer through testate or intestate succession, as long as the acquiring party advises the Division Director in writing within 30 days of the acquisition and provides the information that the Division Director requires.</text>
    </level>
  </level>
  <level label="h">
    <text>A person who is not a citizen of the United States may not directly or indirectly acquire control of an association.</text>
  </level>
  <level label="i">
    <level label="1">
      <text>Any person who directly or indirectly acquires shares of an association or interest in an entity which controls an association in violation of this section, or who violates subsection (f) of this section shall be punished, upon conviction, by imprisonment in the penitentiary for a period not more than 10 years, or a fine not more than $100,000, or both.</text>
    </level>
    <level label="2">
      <text>Any person who violates any provision of this section is liable civilly to any association, entity, shareholder, or other person damaged by the violation.</text>
    </level>
  </level>
</section>
