ORS 706.690 Transfer of stock or controlling interest; notice to and approval by director; applicability to financial holding companies and bank holding companies

If the Director of the Department of Consumer and Business Services determines that the condition of an institution or Oregon stock savings bank is such that any transfer of the capital stock of the institution or Oregon stock savings bank would jeopardize the interest of its depositors, the director shall notify the institution or Oregon stock savings bank in writing that when any shares of the capital stock of the institution or Oregon stock savings bank are to be transferred on the books or records of the institution or Oregon stock savings bank, the officer proposing to make the transfer shall report in writing to the director the proposed transfer of stock. A transfer of stock shall not be made, after the date such a notice is issued, unless the transfer agent first obtains the written consent of the director. The director shall notify the institution or Oregon stock savings bank of the director’s decision within 30 days after receiving the report.

If a director or officer of an institution or Oregon stock savings bank, a transfer agent, vendee or vendor has reason to believe that a transfer of stock creates or changes a controlling interest in an institution or Oregon stock savings bank, that person shall immediately notify the director of the transfer. A transfer that creates a controlling interest in, or changes the control of, an institution or Oregon stock savings bank shall not be entered upon the books of the institution or Oregon stock savings bank or become effective until:

Notice has been received at the office of the director; and

The sale, exchange or other disposition has been approved in writing by the director.

For purposes of this section, a controlling interest of an institution or Oregon stock savings bank exists if a person, directly or indirectly, acting through one or more other persons, owns or has power to vote 25 percent or more of any class of voting stock of an institution or Oregon stock savings bank or of a corporation that is or becomes a financial holding company or a bank holding company as defined in ORS 706.008 unless:

The stock of the institution or Oregon stock savings bank is held in a fiduciary capacity and not for the benefit of the person or of the stockholders, employees or members of the person; or

The stock is acquired, not as a means of circumventing ORS chapter 715, but by the person in the ordinary course of business to secure or collect a debt previously contracted in good faith and the person disposes of the stock within two years after the acquisition of the stock. The director may extend the period if an extension will not be detrimental to the public interest or in contravention of any other law.

The director shall approve or disapprove the transfer in accordance with the standards provided by ORS 707.080 (1). The director also may disapprove a transfer under subsection (2) of this section if any of the reasons stated by ORS 707.145 apply to the proposed new owner of the shares.

Notwithstanding subsections (2) to (4) of this section, if the person acquiring a controlling interest in an institution or Oregon stock savings bank is or will through such acquisition become a financial holding company or a bank holding company, the provisions of ORS chapter 715 apply to the change in controlling interest in lieu of the provisions of subsections (2) to (4) of this section.