Article 4.5. Sale Of Partial Trust Business Unit By California State Bank Or Savings Association To Uninsured Foreign (other State) State Depository Corporation of California Financial Code >> Division 1.6. >> Chapter 3. >> Article 4.5.
In this article, unless the context otherwise requires,
"sale" means any sale described in Section 4878.02.
With the approval of the commissioner, a California state
bank or savings association may sell a partial trust business unit to
an uninsured foreign (other state) state depository corporation
pursuant to (a) this article and (b) the law of the purchaser's
A sale is subject to the provisions of Sections 4879.03 to
4879.09, inclusive, as if the sale were a sale of the type defined
in Section 4879.01.
If the commissioner finds all of the following with
respect to an application for approval of a sale, the commissioner
shall approve the application:
(a) That the shareholders' equity of the purchaser will be
adequate and that the financial condition of the purchaser will be
(b) That the directors and executive officers of the purchaser
will be satisfactory.
(c) That the purchaser will afford reasonable promise of
successful operation and that it is reasonable to believe that the
purchaser will operate in a safe and sound manner and in compliance
with all applicable laws.
(d) That the sale will be fair, just, and equitable. For purposes
of this subdivision, in the case of any term of the sale that has
been determined by agreement between the seller and the purchaser in
an arm's-length transaction, the commissioner shall find that the
term is fair, just, and equitable to the seller and the purchaser.
(e) That the sale will not have a seriously adverse effect on the
safety or soundness of the seller.
If the commissioner finds otherwise, the commissioner shall deny
the application for approval of the sale.
After an application for approval of a sale has been
approved by the commissioner and all conditions precedent to the sale
have been fulfilled, the commissioner shall approve the agreement of
sale and endorse the approval on the original or a copy of the
agreement of sale. The sale shall become effective for all purposes
at that time, except that, if the law of the purchaser's domicile
provides for the sale to become effective at a later time, it shall
become effective at the later time.
A sale shall have the same effect as provided in Sections
4879.14 and 4879.15 in the case of a sale of the type defined in
(a) In case a seller is a California state commercial bank
and sells all of its trust business in a sale:
(1) As of the time when the sale becomes effective, the
commissioner shall issue to the seller certificates of authority
authorizing it to transact commercial banking business in replacement
of the certificates of authority that the seller is required to
surrender pursuant to paragraph (2).
(2) Promptly after the sale becomes effective, the seller shall
surrender to the commissioner for cancellation its certificates of
authority authorizing it to transact commercial banking business and
trust business and shall file with the commissioner any report of the
sale that the commissioner may require.
(b) In any other case, promptly after the sale becomes effective,
the seller shall:
(1) Surrender to the commissioner for cancellation the certificate
of authority or license for any office closed as a result of the
(2) File with the commissioner any report of the sale that the
commissioner may require.
(a) After a sale becomes effective, the seller or
purchaser may issue an officers' certificate stating that the seller
sold a partial trust business unit to the purchaser, describing the
business unit, and specifying the time at which the sale became
(b) Any certificate issued pursuant to subdivision (a) shall be
prima facie evidence of the fact of the sale and of the regularity of
the proceedings taken for the sale and shall be conclusive evidence
of the matters in favor of any innocent purchaser or encumbrancer for