Acquisition of Interests in Banking Institutions; Bank Holding Companies

Del. Code tit. 5, ch. 8
in effect

Del. Code tit. 5, § 801 Definitions.

As used in this subchapter: (1) “Bank” means a bank or trust company created under this title or a national banking association created under the National Bank Act (12 U.S.C. § 21 et seq.) after February 18, 1981. (2) “Out-of-state bank holding company” has the meaning specified in the Bank Holding Company Act of 1956, as amended (12 U.S.C. § 1841 et seq.). (3) “Commissioner” means the State Bank Commissioner of the State of Delaware. (4) “Divest” means to transfer all interest, legal or equitable, to a person or other entity in which the transferor has no interest, direct or indirect, or which has no interest, direct or indirect, in the transferor. (5) “Located in this State” means, with respect to state-chartered banks, banks created under the law of this State and, with respect to national banking associations, banks whose organization certificate identifies an address in this State as the place at which its discount and deposit operations are to be carried out. (6) “Subsidiary” means, with respect to an out-of-state bank holding company: a. Any company 25% or more of whose voting shares is directly or indirectly owned or controlled by such bank holding company, or is held by it with power to vote; or b. Any company the election of a majority of whose directors is controlled in any manner by such bank holding company.

Del. Code tit. 5, § 802 Scope; construction.

This subchapter deals with conditions under which out-of-state bank holding companies or subsidiaries thereof may acquire and hold shares of voting stock in banks located in this State before September 29, 1995; it shall not be construed to limit the powers granted to any bank in this State to conduct its business.

Del. Code tit. 5, § 803 Requirements for bank acquisitions before September 29, 1995.

(a) Except as provided in 12 U.S.C. § 1842 and as provided in this chapter, no out-of-state bank holding company or any subsidiary thereof may acquire or hold, directly or indirectly, more than 5% of any voting shares of, interest in, or all or substantially all of the assets of any bank located in this State. Notwithstanding the foregoing, an out-of-state bank holding company or any subsidiary thereof may acquire and hold all or substantially all of the voting shares of not more than 2 banks located in this State when and for so long as the following conditions are satisfied: (1) Each bank whose stock is to be acquired is a newly established bank that has or will have when chartered no more than a single office located in this State open to the public for the conduct of banking business; (2) At least 1 of the banks whose stock is to be acquired has or will have on the date of commencement of banking business in this State a minimum capital stock and paid-in surplus of $10,000,000 and will have within 1 year of the date of its commencement of banking business in this State a minimum capital stock and paid-in surplus of $25,000,000; (3) The bank whose stock is to be acquired employs on the date of commencement of its banking business in this State or will employ within 1 year of such date not less than 100 persons in this State in its business and, if the stock of a second bank is acquired, that bank, together with its “affiliates” as that term is defined in § 773 of this title, will employ within 1 year of its commencement of business in this State at least 200 persons within the State; (4) Each bank whose stock is to be acquired is operated in a manner and at a location that is not likely to attract customers from the general public in this State to the substantial detriment of existing banking institutions located in this State; provided that each such bank may be operated in a manner likely to attract and retain customers with whom that bank, the out-of-state holding company or such holding company’s bank or nonbanking subsidiaries have or have had business relations; and (5) Such acquisitions have received the prior approval of the Commissioner. (b) The provisions of subsection (a) of this section apply only to banks first acquired pursuant to this subchapter before September 29, 1995. Subsequent acquisitions of such banks shall not affect the application of the provisions of subsection (a) of this section, except as provided in subsection (c) of this section. (c) Notwithstanding subsection (a) of this section, any bank described in subsection (a) of this section may file an application with the Commissioner for the waiver of any or all of the conditions specified in subsections (a)(1), (a)(2), (a)(3) and (a)(4) of this section, except as otherwise provided in this title. Such application shall contain such information as the Commissioner may by regulation require, shall be accompanied by a fee of $6,000 payable to the Office of the State Bank Commissioner and shall be approved by the Commissioner upon finding that the applicable provisions of law have been complied with. In determining whether to approve an application pursuant to this subsection (c), the Commissioner shall consider the convenience and needs of the public of this State.

Del. Code tit. 5, § 804 Application; approval by Commissioner.

(a) Any out-of-state bank holding company or subsidiary thereof proposing an acquisition pursuant to § 803 of this title before September 29, 1995 shall file an application with the Commissioner for approval to make such acquisition. Such application shall contain such information as the Commissioner may by regulation require, and shall specifically acknowledge applicant’s agreement to be bound by the conditions set forth in § 803 of this title. In addition, such application shall designate a resident of this State as applicant’s agent for the service of any paper, notice or legal process upon applicant in connection with matters arising out of this subchapter and shall be accompanied by a filing fee in the amount of $5,750 for the use of the State. (b) In determining whether to approve an acquisition by an out-of-state bank holding company or any subsidiary thereof of any voting stock of a bank located in this State, the Commissioner shall consider: (1) The financial and managerial resources of the out-of-state bank holding company or its subsidiary; (2) The future prospects of the out-of-state bank holding company and the bank whose assets or shares it will acquire or its subsidiary; (3) The financial history of the out-of-state bank holding company or its subsidiary; (4) Whether such acquisition or holding may result in undue concentration of resources or substantial lessening of competition in this State; and (5) The convenience and needs of the public of this State. (c) No application shall be filed pursuant to this section on or after September 29, 1995.

Del. Code tit. 5, § 805 Reports.

An out-of-state bank holding company that directly or indirectly, through any subsidiary, acquires and holds voting stock of a bank pursuant to this subchapter shall file with the Commissioner upon the Commissioner’s request copies of all regular and periodic reports which such bank holding company is required to file under § 13 or § 15(d) of the Securities and Exchange Act of 1934, as amended [15 U.S.C. § 78m or § 78 o (d)], but excluding any portions not available to the public.

Del. Code tit. 5, § 806 Rules; regulations; orders.

The Commissioner may adopt rules and regulations and issue orders under this subchapter including, but not limited to, rules, regulations and orders for the following purposes: (1) To prescribe information or forms required in connection with an application pursuant to § 804(a) of this title; (2) To establish procedures in connection with approvals pursuant to § 804(b) of this title and the filing of required reports pursuant to § 805 of this title; (3) To issue orders under § 807 of this title and establish procedures governing such issuances.

Del. Code tit. 5, § 807 Divestiture.

(a) Upon the Commissioner’s determination that any out-of-state bank holding company or subsidiary thereof is holding stock in a bank located in this State in violation of the conditions set forth in § 803 of this title or of its agreement pursuant to § 804(a) of this title the Commissioner may order such out-of-state holding company or subsidiary thereof to take steps to remedy such violation by a date certain. (b) The Commissioner shall have the authority to order an out-of-state bank holding company or subsidiary thereof to divest any shares of a bank that it has acquired under this subchapter upon the Commissioner’s determination that such holding company or subsidiary continues to own shares of stock of a bank located in this State in violation of the conditions contained in § 803 of this title or of its agreement pursuant to § 804(a) of this title after the date fixed for compliance by any order issued under subsection (a) of this section. (c) An out-of-state bank holding company or subsidiary thereof shall divest any shares of a bank that it has acquired under this subchapter within 2 years of the date an order issued under subsection (b) of this section becomes final and subject to no further judicial review; provided that the Commissioner may extend such 2-year period for a further period or periods upon the Commissioner’s determination that such an extension would not be detrimental to the public interest. (d) The Court of Chancery of the State will have exclusive original jurisdiction of any judicial review of an order issued under subsection (b) of this section, any other provision of law notwithstanding. Such review may be sought by the out-of-state bank holding company or subsidiary thereof that is the subject of such divestiture order at any time within 1 year of the date of such order. Review of a divestiture order shall be de novo and such order will be specifically enforced by the Court of Chancery upon a final determination that, at the time of its issuance, the divestiture order was valid in all respects. An order issued under subsection (a) of this section shall not be subject to judicial review.

Del. Code tit. 5, § 821 Definitions.

As used in this subchapter: (1) “State assisted bank” means a bank which the State has, in order to relieve financial distress determined to exist by the State Bank Commissioner, assisted by means of a grant, loan, asset purchase or deposit made pursuant to a plan or agreement if: a. The State owns an equity interest in the bank which the State obtained pursuant to the plan or agreement; and b. Such equity interest together with any equity interest previously obtained and still held by the State aggregates not less than 25% of the voting rights of all holders of stock or other voting rights. (2) “Bank” means a bank or trust company existing under the laws of the State, or a national banking association existing under the National Bank Act, as amended (12 U.S.C. § 21 et seq.), whose main office is in this State. (3) “Out-of-state bank holding company” means an out-of-state bank holding company as defined in § 801(2) of this title. (4) “Subsidiary” means a subsidiary as defined in § 801(6) of this title.

Del. Code tit. 5, § 822 Purpose; findings.

The purpose of this subchapter is to permit the acquisition by an out-of-state bank holding company, or a subsidiary thereof, of any voting shares of, interest in, or all or substantially all of the assets of, a state assisted bank, notwithstanding any other provision of state law. The General Assembly of the State hereby finds that it is in the interest of the State that the State have the ability to divest its interest in a state assisted bank to an out-of-state bank holding company, and that such ability does not exist unless legislation of the State, as presently required under § 3(d) of the federal Bank Holding Company Act of 1956, as amended (12 U.S.C. § 1842(d)), permits out-of-state bank holding companies or their subsidiaries to acquire a state assisted bank.

Del. Code tit. 5, § 823 Authorized acquisitions.

Pursuant to the present requirement of 12 U.S.C. § 1842(d) and notwithstanding any other provision of state law, any out-of-state bank holding company, or any subsidiary thereof, may acquire pursuant to this subchapter, and it and any successor thereto by merger, consolidation or other corporate reorganization may retain and hold, voting shares of, interest in, or all or substantially all of the assets of a state assisted bank and any successor thereto. Such acquisition, retention and holding of voting shares of, interest in, or all or substantially all of the assets of a state assisted bank shall not be construed to limit in any manner the franchise powers or privileges of such bank to conduct its business; provided, however, that this section does not authorize: (1) The establishment in this State of branch offices of a banking subsidiary of an out-of-state bank holding company making an acquisition pursuant to this section if such banking subsidiary does not have its principal place of business in this State; or (2) the acquisition by a bank acquired pursuant to this section of a bank engaged in business in this State (other than one organized under subchapter I of this chapter) by merger, consolidation or purchase of all or substantially all of its assets, or more than 10% of its voting shares. The limitation in clause (1) of this section applies at any time when the combined effect of federal and state law is to prohibit such establishment in this State of branch offices by a bank controlled by an out-of-state bank holding company and the limitation in clause (2) of this section applies at any time when the combined effect of federal and state law is to prohibit the acquisition in the manner described in clause (2) above of a bank engaged in business in this State by a bank controlled by an out-of-state bank holding company.

Del. Code tit. 5, § 824 Application for approval of acquisition.

(a) An out-of-state bank holding company or subsidiary thereof proposing an acquisition pursuant to § 823 of this title shall file an application with the Commissioner for approval to make such acquisition either pursuant to § 751 or § 781 et seq. of this title, as the case may be, if applicable. (b) If no application under § 751 or § 781 et seq. of this title is required for such acquisition, then an application under this subsection shall be filed with the Commissioner for his or her consent to the acquisition. Such application shall contain such information as the Commissioner may require by regulation. Such application shall designate a resident of this State as applicant’s agent for the service of any paper, notice or legal process upon the applicant in connection with matters arising out of this subchapter. The Commissioner may shorten or modify the normal application procedures required for any acquisition authorized by this subchapter where the circumstances involving the state assisted bank indicate that delay in approving the acquisition may be detrimental to such bank. (c) In determining whether to approve an acquisition by an out-of-state bank holding company or any subsidiary thereof pursuant to this subchapter, the Commissioner shall consider: (1) The financial and managerial resources of the out-of-state bank holding company or its subsidiary; (2) The future prospects of the out-of-state bank holding company and the state assisted bank or its subsidiary whose assets, interest in or shares it will acquire; (3) The financial history of the out-of-state bank holding company or its subsidiary; (4) Whether such acquisition or holding may result in undue concentration of resources or substantial lessening of competition in this State; (5) The convenience and needs of the public of this State; and (6) Whether such acquisition or holding will strengthen the financial condition of the state assisted bank.

Del. Code tit. 5, § 825 Required reports.

An out-of-state bank holding company that directly or indirectly through any subsidiary acquires, retains and holds voting stock of a bank pursuant to this subchapter shall file with the Commissioner upon the Commissioner’s request either: (1) Copies of all regular and periodic reports which such bank holding company is required to file under § 13 or § 15(d) of the Securities Exchange Act of 1934, as amended [15 U.S.C. § 78m or § 78 o (d)], but excluding any portions not available to the public; or (2) In the case of a bank holding company which is not required to file such reports, such periodic reports as the Commissioner may require by regulation.

Del. Code tit. 5, § 826 Rules, regulations and orders.

The Commissioner may adopt rules and regulations and issue orders under this subchapter for the following purposes: (1) To prescribe information or forms required in connection with an application pursuant to § 824 of this title; (2) To establish procedures in connection with approvals pursuant to § 824 of this title and the filing of required reports pursuant to § 825 of this title.

Del. Code tit. 5, § 831 Definitions.

For purposes of this subchapter, the following words and phrases shall have the meanings ascribed to them herein: (1) “Acquire” or “acquisition” means: a. The merger or consolidation of a savings and loan holding company with another savings and loan holding company or with a bank holding company; b. The assumption by a savings institution, savings and loan holding company or bank holding company of direct or indirect ownership or control of the voting shares of a savings institution or savings and loan holding company if, after the effective date thereof, the savings institution, savings and loan holding company or bank holding company making the acquisition will directly or indirectly own or control more than 5 percent of any class of voting shares of the other savings institution or savings and loan holding company; or c. The assumption of ownership or control of all or substantially all of the assets of a savings institution or savings and loan holding company. (2) “Bank holding company” means a bank holding company as defined in the Bank Holding Company Act of 1956, as amended (12 U.S.C. § 1841 et seq.). (3) “Commissioner” and “divest” shall have the meanings ascribed to them in § 801 of this title. (4) “Control” shall have the same meaning as set forth in the Home Owners’ Loan Act of 1933, as amended, at 12 U.S.C. § 1467a. (5) “Delaware savings and loan holding company” means a savings and loan holding company located in Delaware which owns or controls a Delaware savings bank. (6) “Delaware savings bank” means: a. A savings bank organized and existing under the laws of this State that is not a “bank” as defined in § 842(1) of this title; or b. A federal savings bank or federal savings association organized and existing under the Home Owners’ Loan Act (12 U.S.C. § 1461 et seq.), which is located in Delaware. (7) “Deposit” or “deposits” means: a. When referring to a savings institution or a savings institution subsidiary of a savings and loan holding company or bank holding company, a “deposit” as defined in § 3(l) of the Federal Deposit Insurance Act, 12 U.S.C. § 1813(l); and b. When referring to a bank subsidiary of a bank holding company, a “deposit” as defined in § 204.2(a) of Regulation D of the Federal Reserve Board (12 C.F.R. § 204.2(a)). (8) “Location” or “located” means: a. When referring to a savings and loan holding company, the state in which the amount of aggregate deposits in the United States offices of all of its directly or indirectly owned or controlled savings institution or nonsavings institution subsidiaries (as well as all of the savings institution or nonsavings institution subsidiaries of any savings and loan holding company which owns or controls that savings and loan holding company) is greatest; b. When referring to a savings institution, the state in which the amount of aggregate deposits of all its offices in that state is greatest; and c. When referring to a bank holding company, the state in which the amount of aggregate deposits in the United States offices of all of its directly or indirectly owned or controlled banking or savings institution or nonbanking or nonsavings institution subsidiaries (as well as all of the banking or savings institution or nonbanking or nonsavings institution subsidiaries of any bank holding company which owns or controls that bank holding company) is greatest. (9) “Out-of-state bank holding company” shall have the meaning specified in § 801 of this title. (10) “Out-of-state savings and loan holding company” means a savings and loan holding company located in a state other than Delaware. (11) “Out-of-state savings institution” means a savings institution located in a state other than Delaware. (12) “Savings and loan holding company” means a savings and loan holding company as defined in the Home Owners’ Loan Act of 1933, as amended, at 12 U.S.C. § 1467a. (13) “Savings institution” means a savings bank or savings and loan association chartered under the laws of any state, or a federal savings bank or federal savings association, the deposits of which are insured by the Federal Deposit Insurance Corporation. (14) “Subsidiary” means, with respect to a savings institution, savings and loan holding company or bank holding company: a. Any company 25 percent or more of whose voting shares is directly or indirectly owned or controlled by such savings institution, savings and loan holding company or bank holding company, or is held by it with power to vote; or b. Any company the election of a majority of whose directors is controlled in any manner by such savings institution, savings and loan holding company or bank holding company.

Del. Code tit. 5, § 832 Acquisition authority.

(a) An out-of-state savings institution, out-of-state savings and loan holding company or out-of-state bank holding company, or any subsidiary of the foregoing, may acquire or retain ownership or control of a Delaware savings bank or a Delaware savings and loan holding company; provided, that the out-of-state savings institution, out-of-state savings and loan holding company or out-of-state bank holding company, or any subsidiary of the foregoing, makes application under and at all times complies with all regulations, decrees, cooperative agreements and orders duly promulgated by the Commissioner with respect to both the implementation of this subchapter generally, and the operations of such out-of-state savings institution, out-of-state savings and loan holding company or out-of-state bank holding company and the Delaware savings bank that it acquires specifically. (b) The Commissioner may approve an acquisition, in accordance with subsection (a) of this section, even though the out-of-state savings institution, out-of-state savings and loan holding company or out-of-state bank holding company, or any subsidiary of the foregoing, that acquires a Delaware savings bank or a Delaware savings and loan holding company, would control, together with any affiliated insured depository institution (as defined in the Federal Deposit Insurance Act at 12 U.S.C. § 1813(c)), 30 percent or more of the total amount of deposits of insured depository institutions in this State. In determining whether to approve an acquisition pursuant to this subsection, the Commissioner shall consider the convenience and needs of the public of this State. (c) Except as otherwise provided in this title or by applicable law of the United States, no out-of-state savings institution, out-of-state savings and loan holding company or out-of-state bank holding company, or any subsidiary of the foregoing, may acquire or retain ownership or control of a Delaware savings bank or a Delaware savings and loan holding company.

Del. Code tit. 5, § 833 Application process.

(a) An out-of-state savings institution, out-of-state savings and loan holding company or out-of-state bank holding company, or any subsidiary of the foregoing, shall make application to acquire a Delaware savings bank or a Delaware savings and loan holding company upon such forms and in accordance with such regulations and rulings as are promulgated from time to time by the Commissioner. Such application shall designate a resident of this State as the applicant’s agent for the service of any paper, notice or legal process upon the applicant in connection with matters arising out of this subchapter and shall be accompanied by a nonrefundable filing fee in the amount of $5,750 for the use of the State, and a nonrefundable processing fee in such amount as the Commissioner shall from time to time fix by regulation, payable to and for the use of the Office of the Bank Commissioner. (b) Following publication, notice and hearing in the manner prescribed by the Commissioner, the Commissioner shall approve or disapprove an application by an out-of-state savings institution, out-of-state savings and holding company or out-of-state bank holding company, or any subsidiary of the foregoing, to acquire or control a Delaware savings bank or a Delaware savings and loan holding company upon a determination of whether such acquisition will serve the public convenience and advantage. As part of such determination, but not by way of limitation, the Commissioner shall consider the following criteria: (1) Whether the acquisition will, based upon the managerial and financial resources, financial history and business plan of the applicant, adversely affect the safe and sound operation of the Delaware savings bank or other savings institutions located in this State which are owned or controlled by the applicant; (2) Whether the acquisition will adversely affect the quantity or quality of financial services available to 1 or more communities served by the Delaware savings bank prior to the acquisition; (3) Whether, as a result of a prior or simultaneous acquisition of another Delaware savings bank, the acquisition of the Delaware savings bank will result in undue concentration of resources or a substantial lessening of competition in this State; and (4) Whether the acquisition will foster economic development and the financing of business enterprises to the end that employment opportunities will either be increased or, where there is a prospect for a reduction, retained. (c) In conjunction with the approval of any application filed under this section, the Commissioner may require as a condition of such approval that the out-of-state savings institution, out-of-state savings and loan holding company or out-of-state bank holding company enter into a cooperative agreement binding it to such special terms and conditions regarding its operations and its maintenance and preservation of the capital and assets in Delaware of the Delaware savings bank as the Commissioner shall deem to be necessary to assure that the acquisition serves the public convenience and advantage.

Del. Code tit. 5, § 834 Duties and powers of Commissioner.

In order to effectuate the provisions of this subchapter, the Commissioner shall, in addition to exercising the authority provided in §§ 833 and 835 of this title: (1) Adopt and issue such regulations, decrees, orders, rulings and forms, and enter into such cooperative agreements with out-of-state savings institutions, out-of-state savings and loan holding companies and out-of-state bank holding companies, or any subsidiaries of the foregoing, as the Commissioner deems to be necessary and proper; (2) Require by negotiation, administrative order or cooperative agreement the maintenance and production of such documents and reports, the periodic conduct of such examinations, and otherwise supervise and govern the activities of the out-of-state savings institution, out-of-state savings and loan holding company or out-of-state bank holding company as the Commissioner deems necessary and proper; (3) Have the authority to examine any out-of-state savings institution, out-of-state savings and loan holding company or out-of-state bank holding company which acquires a Delaware savings bank or a Delaware savings and loan holding company. The Commissioner may require reports of each out-of-state savings institution, out-of-state savings and loan holding company or out-of-state bank holding company which acquires a Delaware savings bank or Delaware savings and loan holding company in accordance with this subchapter. Such reports shall be filed under oath with such frequency and in such scope and detail as may be appropriate for the purpose of assuring continuing compliance with this subchapter and the safety and soundness of any Delaware savings bank; (4) Prior to approving the acquisition of any Delaware savings bank or Delaware savings and loan holding company by an out-of-state savings institution, out-of-state savings and loan holding company or out-of-state bank holding company, the Commissioner may enter into cooperative agreements with the appropriate regulatory authorities for the periodic examination of any out-of-state savings institution, out-of-state savings and loan holding company or out-of-state bank holding company which acquires a Delaware savings bank or Delaware savings and loan holding company, and may accept reports of examination and other records from such authorities in lieu of conducting an examination. The Commissioner may enter into joint actions with other regulatory authorities having concurrent jurisdiction over any out-of-state savings institution, out-of-state savings and loan holding company or out-of-state bank holding company that acquires a Delaware savings bank or Delaware savings and loan holding company or may take such actions independently to carry out the responsibilities under this subchapter to assure the safety and soundness of any Delaware savings bank or Delaware savings and loan holding company and to assure compliance with this subchapter and applicable Delaware banking laws.

Del. Code tit. 5, § 835 Divestiture.

Upon the Commissioner’s determination that an out-of-state savings institution, out-of-state savings and loan holding company or out-of-state bank holding company is in violation of the requirements of this subchapter, or any order, regulation, ruling, cooperative agreement or decree issued or entered into by the Commissioner, or any order of any court of competent jurisdiction, or otherwise operating a Delaware savings bank in an unsafe and unsound manner, then the Commissioner shall have the authority to order such out-of-state savings institution, out-of-state savings and loan holding company or out-of-state bank holding company, or any subsidiary of the foregoing, to remedy such violation by a date certain, or to cease and desist from operating in an unsafe and unsound manner, in default of which the Commissioner shall have the authority to order such out-of-state savings institution, out-of-state savings and loan holding company or out-of-state bank holding company, or any subsidiary of the foregoing, to divest itself of any shares or assets of any Delaware savings bank which it has acquired under this subchapter. The procedure governing such divestiture, and the authority of the Commissioner to enforce an order directing the same against an out-of-state savings institution, out-of-state savings and loan holding company or out-of-state bank holding company shall be the same as provided in relation to an out-of-state bank holding company in § 807(b) through (d) of this title.

Del. Code tit. 5, § 836 Powers of an acquired, savings bank.

Nothing contained in this chapter shall be construed as abridging the rights, powers and authorities granted to any Delaware savings bank required under its charter, the provisions of this title, or any other current, former or future law of the State or the United States governing the formation, conversion, merger, corporate powers, branching, operation or dissolution of a Delaware savings bank.

Del. Code tit. 5, § 837 Scope; construction.

This subchapter deals with the conditions under which out-of-state savings institutions, out-of-state savings and loan holding companies and out-of-state bank holding companies may acquire a Delaware savings bank or a Delaware savings and loan holding company; it shall not be construed to have any applicability to Part III of this title relating to building and loan associations nor to constitute any authority for the acquisition of Delaware building and loan associations.

Del. Code tit. 5, § 842 Definitions.

For purposes of this subchapter, the following words and phrases shall have the meanings ascribed to them herein: (1) “Bank” shall mean a “bank” as defined in § 2(c) of the Bank Holding Company Act of 1956, as amended, 12 U.S.C. § 1841(c), that is: a. A bank organized and existing under the laws of this State; or b. A national bank organized and existing as a national banking association pursuant to the National Bank Act, as amended (12 U.S.C. § 21 et seq.), and maintaining its principal office in Delaware; or c. Where the context clearly provides, a state-chartered bank organized and located in, or a national bank principally located in, either any state or group of states other than Delaware; or any state or states including Delaware; (2) “Out-of-state bank holding company,” “Commissioner,” “divest” and “subsidiary” shall have the meanings ascribed to them in § 801 of this title; (3) “Existing bank” means a bank whose initial Delaware charter (whether or not subsequently amended or converted to a national charter) or authorization to conduct a banking business in Delaware pursuant to the National Bank Act bears an effective date not less than 5 years prior to the effective date of the acquisition of such bank, or a building and loan association which has become a bank pursuant to § 794 of this title whose initial Delaware charter or authorization to conduct a building and loan business in Delaware bears an effective date not less than 5 years prior to the effective date of the acquisition of such building and loan association; (4) “Bank holding company” has the meaning specified in the Bank Holding Company Act of 1956, as amended (12 U.S.C. § 1841 et seq.). (5) “Location” or “located” when referring to the state of domicile of a bank holding company means the state in which the amount of aggregate deposits in the United States offices of all its directly or indirectly owned or controlled bank or nonbank subsidiaries (as well as all of the bank or nonbank subsidiaries of any bank holding company which owns or controls that bank holding company) is greatest; (6) “Acquisition” means: a. The merger or consolidation of 1 bank holding company with another bank holding company; or b. The assumption by a bank holding company of direct or indirect ownership or control of the voting shares of another bank holding company or a bank if, after the effective date thereof, the bank holding company making the acquisition will directly or indirectly own or control more than 5 percent of any class of voting shares of the other bank holding company or bank; or c. The assumption of ownership or control of all or substantially all of the assets of a bank holding company or bank; (7) “Control” shall have the same meaning as set forth in § 2(a)(2) of the federal Bank Holding Company Act of 1956, as amended (12 U.S.C. § 1841(a)(2)); (8) “Deposit” shall be as defined in § 204.2(a) of Regulation D of the Federal Reserve Board (12 C.F.R. § 204.2(a)).

Del. Code tit. 5, § 843 Acquisition authority.

(a) An out-of-state bank holding company or subsidiary thereof may acquire or retain ownership or control of a bank or bank holding company located in Delaware; provided, that the out-of-state bank holding company makes application under and at all times complies with all regulations, decrees, cooperative agreements and orders duly promulgated by the Commissioner with respect to both the implementation of this subchapter generally, and the operations of such bank holding company and the bank which it acquires specifically; and further provided that, except as otherwise provided in this title, no out-of-state bank holding company or any subsidiary thereof may acquire or retain ownership or control of either a bank located in Delaware created before September 29, 1995, that is not an existing bank or a bank holding company that owns or controls such bank. (b) The Commissioner may approve an acquisition, in accordance with subsection (a) of this section, even though the out-of-state bank holding company, or any subsidiary thereof, that acquires a bank or bank holding company located in Delaware, would control, together with any affiliated insured depository institution (as defined in the Federal Deposit Insurance Act at 12 U.S.C. § 1813(c)), 30 percent or more of the total amount of deposits of insured depository institutions in this State. In determining whether to approve an acquisition pursuant to this subsection (b), the Commissioner shall consider the convenience and needs of the public of this State. (c) Except as otherwise provided in this title or by applicable law of the United States, no out-of-state bank holding company or subsidiary thereof may acquire or retain ownership or control of a bank or bank holding company located in Delaware.

Del. Code tit. 5, § 844 Application process.

(a) An out-of-state bank holding company shall make application to acquire a bank or bank holding company located in this State which owns or controls a bank upon such forms and in accordance with such regulations and rulings as are promulgated from time to time by the Commissioner. Such application shall designate a resident of this State as applicant’s agent for the service of any paper, notice or legal process upon applicant in connection with matters arising out of this subchapter and shall be accompanied by a nonrefundable filing fee in the amount of $5,750 for the use of the State and a nonrefundable processing fee in such amount as the Commissioner shall from time to time fix by regulation, payable to and for the use of the Office of the Bank Commissioner. (b) Following publication, notice and hearing in the manner prescribed by the Commissioner, the Commissioner shall approve or disapprove an application by an out-of-state bank holding company to own or control a bank or a bank holding company located in this State upon a determination of whether such an acquisition will serve the public convenience and advantage. As part of such determination, but not by way of limitation, the Commissioner shall consider the following criteria: (1) Whether the acquisition will, based upon the managerial and financial resources, financial history and business plan of the applicant, adversely affect the safe and sound operation of the bank or any other bank located in this State which is owned or controlled by the bank holding company; (2) Whether the acquisition will adversely affect the quantity or quality of banking services available to 1 or more communities served by the bank prior to the acquisition; (3) Whether, as a result of a prior or simultaneous acquisition of another bank, the acquisition of the bank will result in an undue concentration of resources or a substantial lessening of competition in this State; and (4) Whether the acquisition will foster economic development and the financing of business enterprises to the end that employment opportunities will either be increased or, where there is a prospect for a reduction, retained. (c) In conjunction with the approval of any application filed under this section, the Commissioner may require as a condition of such approval that the out-of-state bank holding company enter into a cooperative agreement binding it to such special terms and conditions regarding its operations and its maintenance and preservation of the capital and assets in Delaware of the bank as the Commissioner shall deem to be necessary to assure that the acquisition serves the public convenience and advantage.

Del. Code tit. 5, § 845 Duties and powers of Commissioner.

In order to effectuate the provisions of this subchapter, the Commissioner shall, in addition to exercising the authority provided in §§ 844 and 846 of this title: (1) Adopt and issue such regulations, decrees, orders, rulings and forms, and enter into such cooperative agreements with out-of-state bank holding companies, as the Commissioner deems to be necessary and proper; (2) Require by negotiation, administrative order or cooperative agreement the maintenance and production of such documents and reports, the periodic conduct of such examinations, and otherwise supervise and govern the activities of the out-of-state bank holding companies as the Commissioner deems necessary and proper; (3) Have the authority to examine any out-of-state bank holding company owning a bank. The Commissioner may require reports of each out-of-state bank holding company subject to this subchapter. Such report shall be filed under oath with such frequency and in such scope and detail as may be appropriate for the purpose of assuring continuing compliance with this subchapter and the safety and soundness of the bank; (4) Prior to approving the acquisition of the bank or bank holding company located in Delaware by an out-of-state bank holding company, the Commissioner may enter into cooperative agreements with the appropriate regulatory authorities for the periodic examination of any out-of-state bank holding company that has a bank subsidiary or bank holding company located in Delaware or any subsidiary of such holding company, and may accept reports of examination and other records from such authorities in lieu of conducting the Commissioner’s own examination. The Commissioner may enter into joint actions with other regulatory authorities having concurrent jurisdiction over any out-of-state bank holding company that owns or controls a bank or bank holding company subsidiary or may take such actions independently to carry out the responsibilities under this subchapter to assure the safety and soundness of any bank and to assure compliance with this subchapter and applicable Delaware banking laws.

Del. Code tit. 5, § 846 Divestiture.

Upon the Commissioner’s determination that an out-of-state bank holding company is in violation of the requirements of this subchapter or any order, regulation, ruling, cooperative agreement or decree issued or entered into by the Commissioner or any order of a court of competent jurisdiction, or is otherwise operating a bank in an unsafe and unsound manner, the Commissioner shall have the authority to order such out-of-state bank holding company or subsidiary thereof to remedy such violation by a date certain, or to cease and desist from operating in an unsafe and unsound manner, in default of which the Commissioner shall have the authority to order such out-of-state bank holding company or subsidiary thereof to divest itself of any shares or assets of any bank located in this State. The procedure governing such divestiture, and the authority of the Commissioner to enforce an order directing the same, shall be the same as provided in § 807(b)—(d) of this title.

Del. Code tit. 5, § 847 Powers of an acquired bank.

Except as to subchapter I of this chapter, nothing contained in this chapter shall be construed as abridging the rights, powers and authorities granted to any bank acquired under any subchapter of this chapter by its charter, the provisions of this title or any other current, former or future law of the State governing the formation, conversion, merger, corporate powers, branching, operation or dissolution of a bank.

Del. Code tit. 5, § 851 Definitions.

As used in this subchapter: (1) “Bank holding company” means a company, as defined by the federal Bank Holding Company Act of 1956 (12 U.S.C. § 1841 et seq.), which is or becomes a bank holding company within the provisions of the federal act including, without limitation, its provisions for determining what constitutes control. (2) “Institution” means a national bank whose principal place of business is located in Delaware or a Delaware-chartered bank or bank and trust company. (3) “Delaware bank holding company” means a bank holding company with bank subsidiaries whose operations are principally conducted in Delaware. For the purposes of this subchapter, the operations of a bank holding company’s subsidiaries are principally located in this State if the total deposits of all such subsidiaries in this State are greater than in any other state.

Del. Code tit. 5, § 852 Becoming a bank holding company.

(a) Except as provided in 12 U.S.C. § 1842, subchapters I, II, III and IV of this chapter, and Chapter 7 of this title, no bank holding company other than a Delaware bank holding company may control a Delaware institution. (b) Any corporation intending to become a Delaware bank holding company shall file an application with the Commissioner for approval to acquire an institution. The application shall contain such information as the Commissioner may by regulation require, shall, if not a Delaware corporation, designate a resident of the State as the applicant’s agent for the service of any paper, notice of legal process on the applicant in connection with matters arising out of this subchapter and shall be accompanied by a filing fee in the amount of $5,750 for the use of the State and a nonrefundable processing fee in such amount as the Commissioner shall from time to time fix by regulation, payable to and for the use of the Office of the Bank Commissioner. (c) In determining whether or not to approve such acquisition by a Delaware bank holding company, the Commissioner shall consider: (1) The financial and the managerial resources of the Delaware bank holding company; (2) The future prospects of the bank holding company and the bank whose assets or shares it will acquire; (3) The financial history of the bank holding company; (4) Whether such acquisition or holding may result in undue concentration of resources or substantial lessening of competition within this State; and (5) The convenience and needs of the public of this State.

Del. Code tit. 5, § 854 Reports.

A Delaware bank holding company shall file with the Commissioner upon the Commissioner’s request copies of all regular and periodic reports which a bank holding company is required to file under the federal Bank Holding Company Act of 1956 [12 U.S.C. § 1841 et seq.] or under § 13 or § 15(d) of the Securities and Exchange Act of 1934, as amended [15 U.S.C. § 78m or § 78 o (d)], but excluding any portions not available to the public.

Del. Code tit. 5, § 855 Supervision and examination.

The Commissioner shall have supervision over all Delaware bank holding companies and shall have the right to examine all such companies, including their nonbank subsidiaries. The costs of the examination shall be assessed against and paid by the company in an amount to be set by regulation of the Commissioner. The examination authorized by this section shall be conducted jointly, concurrently or in lieu of examinations made by a federal bank regulatory agency. The Commissioner shall use, to the extent deemed feasible, filings and reports made by the company to federal or other State bank regulatory authority pursuant to a written agreement providing for the exchange of reports of examination between the Commissioner and the federal or other State bank regulatory authority.

Del. Code tit. 5, § 856 Nonexclusivity.

Nothing in this subchapter or any law of this State shall be deemed to prohibit or limit a Delaware bank holding company from acquiring a bank or bank holding company located in any jurisdiction which acquisition is otherwise permitted by applicable law of the United States and any state.

Del. Code tit. 5, § 857 Bank Commissioner cooperative agreements.

Prior to approving the acquisition by any Delaware bank holding company of any bank located in another state or bank holding company, the Commissioner may enter into cooperative agreements with the appropriate regulatory authorities for the periodic examinations of any out-of-state bank holding company or bank acquired by a Delaware bank holding company and may accept reports of examination and other records from such authorities in lieu of conducting the Commissioner’s own examination. The Commissioner may enter into joint actions with other regulatory authorities having concurrent jurisdiction over any out-of-state bank holding company or bank acquired by a Delaware bank holding company or may take such actions independently to carry out the Commissioner’s responsibilities under this subchapter to assure the safety and soundness of any Delaware bank and to assure compliance with applicable Delaware banking laws.

Del. Code tit. 5, § 861 Definitions.

As used in this subchapter: (1) “Delaware savings and loan holding company” means a savings and loan holding company (as defined in the Home Owners’ Loan Act, as amended, at 12 U.S.C. § 1467a) located in Delaware that owns or controls a Delaware savings bank. (2) “Delaware savings bank” means a savings bank organized and existing under the laws of this State that is not a bank as defined in § 2(c) of the Bank Holding Company Act of 1956, as amended, 12 U.S.C. § 1841(c). (3) “Located” has the meaning specified in § 831 of this title.

Del. Code tit. 5, § 862 Becoming a Delaware savings and loan holding company.

(a) Any corporation intending to become a Delaware savings and loan holding company shall file an application with the Commissioner for approval to acquire a Delaware savings bank. The application shall contain such information as the Commissioner may by regulation require, shall, if not a Delaware corporation, designate a resident of the State as the applicant’s agent for the service of any paper or notice of legal process on the applicant in connection with matters arising out of this subchapter and shall be accompanied by a filing fee in the amount of $5,750 for the use of the State and a nonrefundable investigation fee in such amount as the Commissioner shall from time to time fix by regulation, payable to and for the use of the office of the Bank Commissioner. (b) In determining whether or not to approve such acquisition by a Delaware savings and loan holding company, the Commissioner shall consider: (1) The financial and the managerial resources of the Delaware savings and loan holding company; (2) The future prospects of the Delaware savings and loan holding company and the Delaware savings bank whose assets or shares it will acquire; (3) The financial history of the Delaware savings and loan holding company; (4) Whether such acquisition or holding may result in undue concentration of resources or substantial lessening of competition within this State; and (5) The convenience and needs of the public of this State.

Del. Code tit. 5, § 863 Reports.

A Delaware savings and loan holding company shall file with the Commissioner, upon the Commissioner’s request, copies of all regular and periodic reports which a savings and loan holding company is required to file under the Home Owners’ Loan Act, as amended [12 U.S.C. § 1461 et seq.] or under § 13 or § 15(d) of the Securities and Exchange Act of 1934, as amended [15 U.S.C. § 78m or § 78o(d)], but excluding any portions not available to the public.

Del. Code tit. 5, § 864 Supervision and examination.

The Commissioner shall have supervision over all Delaware savings and loan holding companies and shall have the right to examine all such companies, including their nonbank subsidiaries. The costs of the examination shall be assessed against and paid by the company in an amount to be set by regulation of the Commissioner. The examination authorized by this section may be conducted jointly, concurrently or in lieu of examinations made by a federal bank regulatory agency. The Commissioner may use, to the extent deemed feasible, filings and reports made by the company to federal or other State bank regulatory authority pursuant to a written agreement providing for the exchange of reports of examination between the Commissioner and the federal or other State bank regulatory authority.

Del. Code tit. 5, § 865 Nonexclusivity.

Nothing in this subchapter or any law of this State shall be deemed to prohibit or limit a Delaware savings and loan holding company from making an acquisition that is otherwise permitted by applicable law of the United States and any state.

Del. Code tit. 5, § 866 Bank Commissioner cooperative agreements.

The Commissioner may enter into cooperative agreements or joint actions with other regulatory authorities to carry out the Commissioner’s responsibilities under this subchapter and to assure the safety and soundness of any Delaware savings bank and to assure compliance with applicable Delaware banking laws.
Source: DE Code (Official Site)URL: https://delcode.delaware.gov/title5/c008/sc01/index.htmlFetched: 10/4/2026

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