{"data":{"id":"us-ok/okla.-stat.-tit.-6-6-1024","jurisdiction":"us-ok","citation":"Okla. Stat. tit. 6, § 6-1024","heading":"Acquisition of control of trust company - Notice -","body":"Approval - Review - Penalties.\n\nA. For purposes of this section:\n\n1. \"Control\" means the power, directly or indirectly, to direct\n\nthe management or policies of a trust company or to vote twenty-five\n\npercent (25%) or more of any class of voting securities of a trust\n\ncompany;\n\n2. \"Person\" means an individual, corporation, partnership,\n\nlimited liability company, trust, association, joint venture, pool,\n\nsyndicate, sole proprietorship, unincorporated association, and any\n\nother legal entity; and\n\n3. \"Trust company\" shall not include any trust department of\n\nbanks authorized to engage in the trust company business.\n\nB. No person, acting directly or indirectly or through or in\n\nconcert with one or more other persons, shall acquire control of any\n\ntrust company through a purchase, assignment, transfer, pledge, or\n\nother disposition of voting stock of a trust company unless the\n\nCommissioner has been given sixty (60) days' prior written notice of\n\nthe proposed acquisition and, within that time period, the\n\nCommissioner has not issued a notice disapproving the proposed\n\nacquisition or extending for up to another thirty (30) days the\n\nperiod during which the disapproval may be issued. The period for\n\ndisapproval may be further extended if the Commissioner determines\n\nthat any acquiring party has not furnished all the information\n\nrequired under subsection F of this section or that in the judgment\n\nof the Commissioner any material information submitted is\n\nsubstantially inaccurate. An acquisition may be made prior to\n\nexpiration of the disapproval period if the Commissioner issues\n\nwritten notice of the intent of the Commissioner not to disapprove\n\nthe action.\n\nC. Upon receiving any notice under this section, the\n\nCommissioner shall forward a copy thereof to interested persons\n\nunless the Commissioner determines that the Commissioner must act\n\nimmediately upon the notice in order to prevent the probable failure\n\nof the trust company involved in the proposed acquisition.\n\nD. Within ten (10) days after the decision of the Commissioner\n\nto disapprove any proposed acquisition, the Commissioner shall\n\nnotify the acquiring party in writing of the disapproval.\n\nE. Within ten (10) days of receipt of a notice of disapproval,\n\nthe acquiring party may request a hearing before the Board on the\n\nproposed acquisition. At the conclusion thereof, the Board shall by\n\norder approve or disapprove the proposed acquisition on the basis of\n\nthe record made at the hearing.\n\nF. Any person whose proposed acquisition is disapproved after\n\nagency hearings under this section may obtain review by the Supreme\n\nCourt by filing a petition in error with the clerk of the court\n\nwithin thirty (30) days from the date the order is filed, and\n\nsimultaneously sending a copy of the petition by registered or\n\ncertified mail to the Board. The form for the petition in error,\n\nand all other procedures governing the appeal, including the time\n\nand manner for designation and completion of the record of the\n\nproceedings to be reviewed, shall be in accordance with the rules of\n\nthe Supreme Court. The findings of the Board shall be set aside if\n\nfound to be arbitrary or capricious.\n\nG. Except as otherwise provided by regulation of the Board, a\n\nnotice filed pursuant to this section shall contain the following\n\ninformation:\n\n1. The name, address, personal history, business background,\n\nand experience of each person by whom or on whose behalf the\n\nacquisition is to be made, including the material business\n\nactivities and affiliations of each person during the past five (5)\n\nyears, and a description of any material pending legal or\n\nadministrative proceedings in which each person is a party and any\n\ncriminal indictment or conviction of each person by a state or\n\nfederal court;\n\n2. A statement of the assets and liabilities of each person by\nivities and affiliations of each person during the past five (5)\n\nyears, and a description of any material pending legal or\n\nadministrative proceedings in which each person is a party and any\n\ncriminal indictment or conviction of each person by a state or\n\nfederal court;\n\n2. A statement of the assets and liabilities of each person by\n\nwhom or on whose behalf the acquisition is to be made, as of the end\n\nof the fiscal year for each of the five (5) fiscal years immediately\n\npreceding the date of the notice, together with related statements\n\nof income and source and application of funds for each of the fiscal\n\nyears then concluded, all prepared in accordance with generally\n\naccepted accounting principles consistently applied, and an interim\n\nstatement of the assets and liabilities for each person, together\n\nwith related statements of income and source and application of\n\nfunds, as of a date not more than ninety (90) days prior to the date\n\nof the filing of the notice;\n\n3. The terms and conditions of the proposed acquisition and the\n\nmanner in which the acquisition is to be made;\n\n4. The identity, source and amount of the funds or other\n\nconsideration used or to be used in making the acquisition, and if\n\nany part of these funds or other consideration has been or is to be\n\nborrowed or otherwise obtained for the purpose of making the\n\nacquisition, a description of the transaction, the names of the\n\nparties, and any arrangements, agreements, or understandings with\n\neach person;\n\n5. Any plans or proposals which any acquiring party making the\n\nacquisition may have to liquidate the trust company, to sell its\n\nassets or merge it with any company or to make any other major\n\nchange in its business, corporate structure, or management;\n\n6. The identification of any person employed, retained, or to\n\nbe compensated by the acquiring party, or by any person on behalf of\n\nthe person, to make solicitations or recommendations to stockholders\n\nfor the purpose of assisting in the acquisition, and a brief\n\ndescription of the terms of employment, retainer, or arrangement for\n\ncompensation;\n\n7. Copies of all invitations or tenders or advertisements\n\nmaking a tender offer to stockholders for purchase of their stock to\n\nbe used in connection with the proposed acquisition; and\n\n8. Any additional relevant information in such form as the\n\nBoard may require by regulation or by specific request in connection\n\nwith any particular notice.\n\nH. The Commissioner may disapprove any proposed acquisition\n\nupon finding that:\n\n1. The proposed acquisition of control would result in a\n\nmonopoly or would be in furtherance of any combination or conspiracy\n\nto monopolize or to attempt to monopolize in any part of the United\n\nStates;\n\n2. The effect of the proposed acquisition of control in any\n\nsection of the country may be substantially to lessen competition or\n\nto tend to create a monopoly or the proposed acquisition of control\n\nwould in any other manner be in restraint of trade, and the\n\nanticompetitive effects of the proposed acquisition of control are\n\nnot clearly outweighed in the public interest by the probable effect\n\nof the transaction in meeting the convenience and needs of the\n\ncommunity to be served;\n\n3. The financial condition of any acquiring person might\n\njeopardize the financial stability of the trust company or prejudice\n\nthe interests of any depositors of the trust company;\n\n4. The competence, experience, or integrity of any acquiring\n\nperson or of any of the proposed management personnel indicates that\n\nit would not be in the interest of the depositors of the trust\n\ncompany, or in the interest of the public, to permit such person to\n\ncontrol the trust company; or\n\n5. Any acquiring person neglects, fails, or refuses to furnish\n\nto the Commissioner all the information required by the\n\nCommissioner.\nor integrity of any acquiring\n\nperson or of any of the proposed management personnel indicates that\n\nit would not be in the interest of the depositors of the trust\n\ncompany, or in the interest of the public, to permit such person to\n\ncontrol the trust company; or\n\n5. Any acquiring person neglects, fails, or refuses to furnish\n\nto the Commissioner all the information required by the\n\nCommissioner.\n\nI. Any person who willfully violates any provision of this\n\nsection, or any regulation or order of the Commissioner or Board\n\npursuant thereto, shall forfeit and pay a civil penalty of not more\n\nthan Ten Thousand Dollars ($10,000.00) per day for each day during\n\nwhich a violation continues. The Board shall have authority to\n\nassess a civil penalty, after giving notice and an opportunity to\n\nthe person to submit data, views, and arguments, and after giving\n\ndue consideration to the appropriateness of the penalty with respect\n\nto the size of financial resources and good faith of the person\n\ncharged, the gravity of the violation, and any data, views, and\n\narguments submitted. The Commissioner may collect a civil penalty\n\nby agreement with the person or by bringing an action in the\n\nappropriate district court, except that in a civil action, the\n\nperson against whom the penalty has been assessed shall have a right\n\nto trial de novo.","path":["OK Code","Title 6"],"source_url":"https://www.oklegislature.gov/OK_Statutes/CompleteTitles/os6.pdf","current_through":"2026-08-14","vintage":"open-us-law v2026.08, retrieved 2026-09-14","retrieved_at":"2026-09-14T18:32:36Z","sha256":"1c10a4f15065bb72753a95fc93557c3cae95fa18daa5cf4fd1634bf7764304af","source_id":"us-ok","stale":false,"prev":"us-ok/okla.-stat.-tit.-6-6-1023","next":"us-ok/okla.-stat.-tit.-6-6-104"},"notice":"GroundRules: Original legal text. Not legal advice."}