ORS 709.535
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 the Oregon trust company’s assets or transfer all or any portion of the Oregon trust company’s liabilities to another trust company outside the ordinary course of business. The parties to the sale or transfer shall document the sale or transfer with an acquisition transaction agreement. The board of directors of each party to the transaction must approve the agreement.

(2)

If an Oregon trust company proposes to transfer all or substantially all of the Oregon trust company’s assets, liabilities or both outside the ordinary course of business, the Oregon trust company shall send notice of the acquisition transaction to each of the Oregon trust company’s stockholders within 30 days after the board of directors approves the acquisition transaction. The notice shall set forth the substantive provisions of ORS 711.175 (Stockholder’s 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 selling 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 of the Department of Consumer and Business Services 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)

Is permitted by the supervisory authority, if any, that has jurisdiction over the acquiring trust company, if the acquiring trust company is not an Oregon 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 director’s decision as provided in ORS 183.415 (Notice of right to hearing) to 183.500 (Appeals). [1997 c.631 §233; 2007 c.71 §229; 2015 c.244 §80]

Source: Section 709.535 — Sale of assets or transfer of liabilities; approval by stockholders and director; appeal, https://www.­oregonlegislature.­gov/bills_laws/ors/ors709.­html.

709.005
Certificate of authority to transact trust business 709.015
Organization as limited liability company 709.030
Approval to transact trust business 709.040
Securities eligible for deposit 709.050
Trust companies depositing securities guaranteed by mortgage insurance and mortgage participation certificates 709.060
Primary liability of deposit 709.070
Right of action against deposit 709.080
Charges for handling securities 709.110
Deposit of documents with notes or bonds 709.120
Substitution of deposit securities 709.130
Indemnity bond when cash and securities of fiduciary account exceed stockholders’ equity or members’ equity in trust company 709.140
Return of deposit 709.145
Investment of capital 709.150
General powers of trust companies 709.160
Solicitation and performance of legal business 709.170
Establishment of and investment in common trust funds 709.175
Limitation on investment of trust funds 709.190
Trust department kept separate 709.200
Acquisition or investment of trust property in own name or name of nominee 709.210
Disclosure of fiduciary character or terms of trust instrument 709.220
Handling of funds awaiting investment or distribution 709.240
Oath and bond exemption for trust company appointed as fiduciary 709.270
Disclosure of communications and writings 709.280
Loans to directors, officers, employees or affiliates 709.290
Closing of trust unduly delayed 709.300
Transaction of trust business by national bank 709.330
Sale or transfer of assets or liabilities 709.335
Digital signatures 709.340
Trust company quitting business 709.350
Successor trustee upon liquidation or receivership 709.390
Discontinuance of trust business 709.400
Order to start court action 709.410
Termination of right to do trust business 709.420
Actions or suits on claims 709.430
Release or payment of deposit pending suit 709.440
Director’s charges as prior lien on deposit 709.450
Sale and disposition of securities to pay expenses, costs and claims 709.460
Application of ORS 709.390 to 709.450 to merger or consolidation 709.520
Conversion to out-of-state trust company 709.525
Merger or acquisition 709.530
Applicability of ORS 711.190, 711.197 and 711.199 to merging or converting trust company 709.535
Sale of assets or transfer of liabilities 709.540
Rights of stockholder of trust company party to merger, share exchange or acquisition 709.600
Regulation of trust business by corporations formed prior to adoption of Bank Act 709.980
Civil penalties
Green check means up to date. Up to date

Current through early 2024

§ 709.535’s source at oregon​.gov