Rule 80-1-1-.11 - Acquisition of Voting Control of Large Financial Institutions(1) Notice and approval to acquire voting control of a large state chartered financial institution. No person shall (a) acquire voting control of any large financial institution or (b) initiate or actively propose in opposition to the board of directors of the large financial institution any corporate action by a large financial institution, in each case without the prior approval of the Department, pursuant to the notice and approval procedures set forth in Part 10 of Title 7. The person shall provide a certification to the Department, along with a copy of the actual notification to the affected large financial institution, that it has filed an application with the Department under this Section. No application for acquisition of voting control of a large financial institution shall be considered complete until such certification and copy of the required notification are filed and accepted by the Department.(2) Exceptions. (a) Any person who acquires voting control of a large financial institution solely for the purpose of investment shall not be subject to the requirement set forth in subsection (1)(a) of this Rule 80-1-1-.11.(b) Any person who acquired voting control of a large financial institution prior to November 19, 2007, shall not be subject to the requirement set forth in subsection (1)(a) of this Rule 80-1-1-.11, although subsection (1)(a) shall apply to any subsequent acquisition of voting securities of such large financial institution by such person.(c) Any person who is (i) registered as an "investment company" under the Investment Company Act of 1940 and (ii) eligible to report its holdings on a Schedule 13G under Rule 13d-1(c) promulgated under the Securities Exchange Act of 1934 shall not be subject to the requirement set forth in subsection (1) of this Rule 80-1-1-.11.(d) Any person who has voting control of less than one percent of a large financial institution shall not be subject to the requirement set forth in subsection (1)(b) of this Rule 80-1-1-.11.(3) Definitions. (a) Acting in concert. For purposes of this Rule 80-1-1-.11, acting in concert may include, without limitation, any of the following: 1. knowing participation in a joint activity or interdependent conscious parallel action towards a common goal whether or not pursuant to an express agreement; or2. a combination or pooling of voting or other interests in the securities for a common purpose pursuant to any contract, understanding, relationship, agreement or other arrangement, whether written or otherwise. A person or company which acts in concert with another person or company ("other party") shall also be deemed to be acting in concert with any person or company who is also acting in concert with that other party, except that any tax-qualified employee stock benefit plan as defined in 12 CFR 563b.2(a)(39) will not be deemed to be acting in concert with its trustee or a person who serves in a similar capacity solely for the purpose of determining whether stock held by the trustee and stock held by the plan will be aggregated.
(b) Corporate action. For purposes of this Rule 80-1-1-.11, corporate action may include, without limitation, any of the following: 1. an extraordinary corporate transaction, such as a merger, reorganization or liquidation involving a large financial institution or any of its subsidiaries;2. a sale or transfer of a material amount of assets of a large financial institution or any of its subsidiaries;3. any change in the present board of directors or management of a large financial institution, including any plan or proposal to change the number or term of directors or to fill any existing vacancies on the board;4. any material change in the present capitalization or dividend policy of a large financial institution;5. any other material change to a large financial institution's business or corporate structure;6. changes in a large financial institution's charter, bylaws or other instruments or other actions which may impede or facilitate the acquisition of control of a large financial institution by any person;7. causing a class of securities of a large financial institution to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;8. a class of equity securities of a large financial institution becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Act of 1933; and9. any action similar to any of those enumerated above.(c) Large financial institution. A state-chartered financial institution or bank holding company having consolidated assets in excess of $ 5 billion in the aggregate, as determined as of the end of the most recent fiscal quarter of the financial institution or bank holding company, as applicable, and set forth in its most recent quarter end financial statements filed pursuant to the Securities Exchange Act of 1934.(d) Person. An individual or a corporation, partnership, limited liability company, trust, association, joint venture, pool, syndicate, sole proprietorship, unincorporated organization, or any other form of entity not specifically listed in this paragraph.(e) Solely for the purpose of investment. Held by the acquirer with no intention of participating in the formulation, determination or direction of the basic business decisions of the financial institution. Any person holding shares of a financial institution in a fiduciary capacity shall be deemed to hold such shares solely for the purpose of investment unless such person is acting in concert with a person other than its beneficiary. Any person exercising voting control in connection with a proposal of corporate action shall not be deemed to have acquired voting control solely for the purpose of investment intent.(f) Voting control. The power of any person, acting directly or indirectly or acting in concert with one or more persons, to exercise the voting rights of five percent or more of any class of voting securities whether or not such voting rights are exercised by the shareholder with the rights to dispose of the shares giving rise to such voting rights. A person shall be deemed to have the power to vote securities that it has the right to acquire in the future.Ga. Comp. R. & Regs. R. 80-1-1-.11
Authority O.C.G.A. Sec. 7-1-61.
Original Rule entitled "Acquisition of Voting Control of Large Financial Institutions" adopted. F. Nov. 20, 2007; eff. Dec. 10, 2007.