With the prior written approval of the Secretary, the Division Director may institute proceedings in the circuit court in the county where the principal office of a savings and loan association is located for the appointment of a conservator if: The savings and loan association or related entity fails to comply with a final order of the Division Director; or The Division Director considers that the appointment of a conservator is in the public interest. Subject to § 9-709 of this subtitle, a court may appoint the Division Director, deputy division director, or an examiner from the Division of Savings and Loan Associations as conservator if the court finds that a savings and loan association or related entity is: In an impaired or insolvent condition; In substantial violation of any law or regulation; Concealing any of its assets or records or refusing to submit its records or affairs for inspection to an examiner or lawful agent or the Division Director; Conducting an unsafe or unsound operation; In violation of any final order; In need of the appointment of a conservator in order to preserve the assets of the savings and loan association for the benefit of the depositors and creditors; or Eligible for conservatorship under the provisions of Title 10 of this article.

A conservator shall endeavor to correct the irregularities in the operation of a savings and loan association. In addition to the powers set forth in this subtitle and the powers granted by order of the court, a conservator may exercise any or all of the following powers: If authorized by the court, exercise the powers, rights, and privileges of the officers, directors, members, and stockholders of the savings and loan association; Recommend for the court’s adoption a plan of reorganization, composition, or rearrangement of business, including its liabilities and capital structure; Remove any director, officer, or employee of the savings and loan association; Borrow from, pledge assets to, and repay a Federal Reserve Bank or other lenders; Make wire transfers; To the extent authorized by law or court order, pay withdrawals of deposits; Pay negotiated order of withdrawal drafts and cashiers checks either directly or repay financial institutions on which the cashiers checks may be drawn; Receive new deposits including direct deposit of United States Treasury, Social Security, and other payments; Pay a Federal Reserve Bank or other bank cash to fund withdrawals; Pay employees and necessary day-to-day operating expenses of the institution; If authorized by the court, approve, in place of shareholders or members, a merger, conversion, transfer of assets, reorganization, or acquisition of the savings and loan association; and If authorized by the court, request a stay of proceedings in other courts.

If a court appoints a conservator, each director, officer, and employee of a savings and loan association may remain in the respective office or position unless removed in accordance with this subtitle. A member, director, officer, or controlling person may not have or exercise any power, right or privilege or act in connection with any of the association’s assets or property unless otherwise approved in writing by the conservator. The court may order that members of a savings and loan association: Shall continue to make payments in accordance with any contract with the association; and May withdraw money from their savings accounts in accordance with the order of the court. The conservator may accept new accounts and additions to existing accounts. Any amounts received under this subsection: May be segregated; and If provided by order of the court, may not be: Subject to offset; or Used to liquidate any indebtedness that existed at the time the conservator was appointed or that was incurred to liquidate indebtedness that existed at the time the conservator was appointed.

A savings and loan association shall pay the expenses of operation during its conservatorship. Except as provided in subsection (c) of this section, a savings and loan association shall pay its conservator the compensation that the court determines. The Division Director or an examiner from the Division of Savings and Loan Associations may not receive additional compensation as conservator of a savings and loan association. Unless authorized by the court, the conservator of a savings and loan association may not: Retain special counsel; Incur other than normal operating expenses; or Liquidate any assets except in the normal course of operation.

With the prior written approval of the Secretary, the Division Director may institute proceedings in the circuit court of the county where the principal office of a savings and loan association is located for the appointment of a receiver if: The savings and loan association or related entity fails to comply with a final order of the Division Director; The irregularities giving rise to a conservatorship are not corrected; An emergency exists; or The savings and loan association or related entity is conducting an unsafe and unsound operation; and The Division Director considers the appointment of a receiver to be in the public interest. Subject to the provisions of § 9-709 of this subtitle, a court may appoint a receiver if it finds that a savings and loan association or related entity is: In an impaired or insolvent condition; In substantial violation of any law or regulation; Concealing any of its assets or records or refusing to submit its records or affairs for inspection to an examiner or lawful agent; Conducting an unsafe and unsound operation; In violation of any final order; or Eligible for receivership under the provisions of Title 10 of this article. A receiver has: All the powers and authority of the conservator; The power to liquidate; and Any other powers and authority as may be expressed in the order of any court of competent jurisdiction. In addition to the specific powers set forth in this title and any powers granted by order of the court, a receiver appointed under this section has and may exercise all powers necessary or appropriate to liquidate the business and affairs of the savings and loan association, including all of the powers granted by law to the conservator of a savings and loan association and all of the powers granted by law to the receiver of a Maryland corporation that is in the process of voluntary or involuntary dissolution. Except to the extent otherwise provided in this subsection, Title 13 of the Maryland Rules applies to the estate of a savings and loan association for which a receiver is appointed under this section. On motion of the receiver any other interested party, or on the court’s own initiative, the court may, after notice and a hearing, waive compliance with or modify one or more of the requirements of Subtitle BP relating to the timing of, method of, or procedures for providing notices, providing claims, or administering distributions from the receivership estate, if the waiver or modification relates to the preservation of the confidentiality of savings account holders, or a reduction in the cost of administration of the receivership estate. Any waiver or modification made under paragraph (2) of this subsection only shall apply prospectively to actions taken by the receiver or any other person after adoption by the court.

The Federal Savings and Loan Insurance Corporation or the State of Maryland Deposit Insurance Fund Corporation has an absolute right to be appointed conservator or receiver of a savings and loan association insured by it.

Notwithstanding any other provision of law and to the maximum extent permitted under the federal and State constitutions, the circuit court administering a conservatorship or receivership under this title shall have exclusive and plenary jurisdiction over all claims, actions, and proceedings that are brought by any person and that are related to the assets, property, powers, rights, privileges, duties, and liabilities of: The savings and loan association and its subsidiaries, affiliates, or holding company; The receivership or conservatorship estate; and The State of Maryland Deposit Insurance Fund Corporation in its capacity as receiver or conservator of the savings and loan association. A court other than a court administering a conservatorship or receivership under this title may exercise jurisdiction over claims and actions if: The court would have jurisdiction over the claims or actions but for this section; and The court administering the conservatorship or receivership approves: The initiation and prosecution, or the continued prosecution, of the claims or actions in the other court by the conservator or receiver; or The continued prosecution of claims or actions in the other court by any person other than the conservator or receiver. Except as otherwise ordered by the court administering the conservatorship or receivership, any action or proceeding described in subsection (a)(1) of this section that is pending at the time the conservatorship or receivership is established under this title shall be transferred to the circuit court administering the conservatorship or receivership.

The circuit court administering a conservatorship or receivership under this title has full power to approve and allow or to reject and disallow claims against the conservatorship or receivership estate. In a receivership, the court administering the receivership may estimate for purposes of allowance: Any contingent, unliquidated, unmatured, or disputed claim, the fixing, liquidation, maturation, or settlement of the dispute of which would delay the administration of the receivership; or Any right to payment arising from a right to an equitable remedy for breach of performance. In a conservatorship or receivership, a court may reconsider for cause according to the equities of the case a claim that has been allowed or disallowed. A reconsideration under this subsection: Must be filed within 60 days from the date of the court’s initial determination; and Does not affect the validity of any payment or transfer from the receivership estate that is made to a holder of an allowed claim on account of the allowed claim that is not reconsidered. This subsection does not alter or otherwise prejudice the right of the conservator or receiver to recover any excess payment or transfer made to a creditor.

In this section, savings and loan association includes its affiliates, subsidiaries, or a holding company. Upon application of the conservator or receiver, if the court, after notice and a hearing, determines that the consideration to be received from a transaction is fair and reasonable, the circuit court administering a conservatorship or receivership under this title may approve any transfer, sale, or pledge of any or all of the assets of the savings and loan association or the conservatorship or receivership estate. To the extent that a proposed transfer of any assets is accompanied by the assumption of certain liabilities of the savings and loan association without an assumption by a transferee of a like percentage or amount of other liabilities of the association that are in parity with those liabilities assumed, the court may approve the transaction if it determines that the assumption is consistent with the estimated distributions to claimants under a complete liquidation under § 9–711 of this subtitle or is otherwise fair and reasonable. By order, the court may transfer any asset of the savings and loan association to a transferee under subsection (b) of this section free and clear of any liens, claims, pledges, security interests, charges, or other encumbrances. The order shall state that any liens, claims, pledges, security interests, charges, or other encumbrances that attached to the asset before the transfer, after the transfer, either shall: Attach to the proceeds received by the conservatorship or receivership estate from the transfer; or Attach to other assets specified in the court’s order that have a value equivalent to the value of the assets to which they attached before the transfer. Unless the order of the court approving a transaction under subsection (b) or (c) of this section is appealed in the manner provided in this subsection within 30 days from the date of entry, the order shall become final and nonappealable. Notwithstanding any other provision of law, the Court of Appeals shall have exclusive and plenary jurisdiction over an appeal of any order of a State court approving a transaction under subsection (b) or (c) of this section. To the extent possible, any appeal of an order of a State court approving a transaction under subsection (b) or (c) of this section shall be heard by the Court of Appeals on an expedited basis. The conservator or receiver may transfer, sell, use, lease, or encumber any assets of the savings and loan association or of the conservatorship or receivership estate in the ordinary course of business without obtaining the approval of the court. In any distribution of assets on liquidation of a savings and loan association for which a receiver has been appointed under § 9–708 of this subtitle: All unsecured claims of any class of priority shall be paid in full, or provision made for payment, before any claims of lesser priority are paid, and if there are insufficient funds to pay any class of claims of one priority in full, distribution to claimants in such class shall be made pro rata; Notwithstanding the provisions of item (1) of this subsection, and subject to approval of the court administering the receivership of the savings and loan association, the receiver may at any time prior to the payment in full of all claims of a class with higher priority, make distributions to some or all claimants of a class with a lower priority, if a determination is made that at the time of the distribution, adequate funds exist or will be recovered during the receivership to pay in full all claims of any class with a higher priority; and The court administering the receivership of the savings and loan association may, after notice and a hearing: Under principles of equitable subordination, subordinate for purposes of distribution all or part of an allowed claim to all or part of another allowed claim or claims; or Order that any lien securing the subordinated claim be transferred to the receivership estate.