P.R. Laws tit. 7, § 502

2019-02-20 00:00:00+00
§ 502. Change in control

(a) In the case of any transfer of capital voting stock issued and outstanding from any trust company organized under the provisions of §§ 301—503 of this title, to any person or entity (or more than one acting in common accord) in which, once the transfer has been made, the acquirer directly or indirectly holds more than five percent (5%) of said trust’s capital voting stock issued and outstanding, the parties to the transfer and said trust shall notify the terms thereof to the Secretary of the Treasury of Puerto Rico not less than sixty (60) days prior to the date on which said transfer shall be completed. This transfer shall need the approval of the Secretary of the Treasury if the same results in a change of control over the trust. It shall be presumed that a change of control has occurred, when, as a result of the transfer, an acquirer (or acquirers, acting in common accord), that prior to the transfer did not hold, directly or indirectly, more than five percent (5%) of the capital voting stock issued and outstanding of said trust, directly or indirectly holds more than the above-mentioned percent of said stocks.

(b) For the purposes of these sections, the term “control” means the power to, directly or indirectly, direct or decisively influence in the administration or standards of the trust.

(c) The notification to the Secretary shall include information on the number of shares involved in the operation, the name and address of the seller (or transferor) and the buyer (or transferee), the purchase price, the total number of shares the seller (or transferor) and the buyer (or transferee) own, respectively, before the proposed operation is carried out.

(d) It shall be the duty of the Secretary of the Treasury, as soon as he receives notice of the proposed operation which would result in the control or in a change of control of a trust, to make the investigations needed with respect to:

(1) Moral and financial experience and responsibility of the buyer (or transferee);

(2) whether said financial and moral experience and responsibility guarantee the efficient operation of the trust, and

(3) whether the transfer of control of the trust would jeopardize the interests of the depositors, creditors or stockholders of the trust.

(e) The Secretary of the Treasury shall issue the authorization for the transfer of control of a trust if the result of his investigation were satisfactory in his judgment. The resolution of the Secretary of the Treasury shall be final, and the same shall not be subject to review.

History —Apr. 23, 1928, No. 40, p. 234, added as § 46 on June 26, 1980, No. 14, p. 900, § 8.