2013 ORS § 709.535¹
Sale of assets or transfer of liabilities
  • approval by stockholders and director
  • appeal

(1) Subject to the provisions of this section, and subject to the approval of the Director of the Department of Consumer and Business Services, an Oregon trust company may sell all or any portion of its assets or transfer all or any portion of its liabilities to another trust company outside the ordinary course of business. Any such sale or transfer shall be documented by an acquisition transaction agreement between or among the parties. The agreement must be approved by the board of directors of each party to the transaction.

(2) If an Oregon trust company proposes to transfer all or substantially all of its assets, liabilities or both outside the ordinary course of business, it shall send notice of the acquisition transaction to each of its stockholders within 30 days after its board approves the acquisition transaction. The notice shall set forth the substantive provisions of ORS 711.175 (Stockholders right to dissent to merger, share exchange, transfer of assets or liabilities or conversion), 711.180 (Rights of stockholder dissenting to merger, share exchange, transfer of assets or liabilities or conversion) and 711.185 (Stockholder withdrawal of demand for payment for shares made under ORS 711.180). To be effective, each Oregon trust company that is a party to the acquisition transaction shall have the acquisition transaction approved by a two-thirds vote of the outstanding stock of each class of voting shares at a meeting called to consider the acquisition transaction.

(3) The director shall approve an acquisition transaction that is subject to this section if the director finds that the acquisition transaction:

(a) Conforms with the provisions of the Bank Act;

(b) Will not be detrimental to the safety and soundness of an Oregon trust company that is a party to the acquisition transaction;

(c) Is not contrary to the public interest; and

(d) If the acquiring trust company is not an Oregon trust company, the director is satisfied that the acquisition transaction is permitted by the supervisory authority, if any, having jurisdiction over the acquiring trust company.

(4) If the director disapproves an acquisition transaction that is subject to this section, the director shall state any objections in writing and give the parties to the acquisition transaction an opportunity to take action to obviate the objections.

(5) Any party to an acquisition transaction agreement may appeal the decision of the director as provided in ORS 183.415 (Notice of right to hearing) to 183.500 (Appeals). [1997 c.631 §233; 2007 c.71 §229]