§ 9-216. Acquisitions of shares of stock of association; change of control

   (a) Definitions. --

   (1) In this section the following words have the meanings indicated.

   (2) "Acquire" means to obtain legal or beneficial ownership of shares, or voting rights of shares, whether directly or indirectly, through an intermediary or otherwise.

   (3) "Beneficial ownership" includes:

      (i) Ownership by another person who controls, is controlled by, or is under common control with a person; and

      (ii) Ownership by a member of the immediate family.

   (4) "Control" means the ability of a person to direct the management or policies of an association or entity or elect a majority of a board of directors or the ownership of more than 10 percent of the outstanding shares of any class of securities of an association or interest in an entity.

(b) Prohibition. -- Except as provided in subsection (g) of this section, without the prior written approval of the Division Director under this section, a person may not acquire control of an association or control of an entity which, directly or indirectly, controls or is controlled by an association.

(c) Intended acquisition. -- If the approval of the Division Director is required under subsection (b) of this section, a person who intends to acquire shares of an association or interest in an entity that controls or is controlled by an association shall:

   (1) File an application for approval in the form that the Division Director requires;

   (2) Deliver to the Division Director any other information that the Division Director requires with the certification of financial information and any verification by oath or affirmation of other data that the Division Director specifies; and

   (3) Except in the case of an applicant that is a domestic corporation or a foreign corporation qualified to do business in Maryland, deliver to the Division Director a written consent to service of process in any action or suit arising out of or in connection with the proposed acquisition through service of process on the Secretary of Labor, Licensing, and Regulation.

(d) Investigation. --

   (1) Upon receipt of an application for approval and other items required under subsection (c) of this section, the Division Director shall conduct an investigation to determine whether the acquisition, its purposes and probable effects would be consistent with purposes of Title 8 of this article and of this title, whether:

      (i) The applicant, or its directors, officers, or controlling persons, and any proposed new officers, directors, or controlling persons of the association involved would satisfy the test for incorporators, officers, directors, and controlling persons of a new association under § 9-207 of this subtitle; and

      (ii) The proposed acquisition would be prejudicial to the interests of the depositors, creditors, beneficiaries of fiduciary accounts, or shareholders of the association involved.

   (2) Except for information that the Division Director determines should be kept confidential, as part of the investigation the Division Director shall transmit to the association or entity a copy of the application and all other information received from the applicant for the purpose of receiving comments from the association or entity.

(e) Application approval. --

   (1) Within 60 days after receipt of an application under subsection (c) of this section or within a longer period not in excess of 30 days after receipt from the applicant of additional information required by the Division Director, the Division Director shall:

      (i) Approve or disapprove the proposed acquisition; and

      (ii) Give written notice of its decision to the applicant and the association or entity.

   (2) If the Division Director approves a proposed acquisition that may result in a change of control of the association or entity, the Division Director may impose conditions to be observed after the acquisition with respect to:

      (i) Transactions between the association involved and the applicant or affiliate of the applicant;

      (ii) Dividends or distributions by the association; or

      (iii) Other matters as the Division Director considers advisable on the basis of the purposes of this title and Title 8 of this article.

(f) Prohibition. -- A person may not make, directly or indirectly, any untrue statement of a material fact or omit a material fact in order to mislead any person in connection with any acquisition or sale of, or proposal to acquire or sell, shares within the scope of this section or in any application or submission of information to the Division Director under subsection (c) of this section.

(g) Exemption from approval. -- Approval under this section is not required for an acquisition in the case of either:

   (1) An acquisition of shares by the issuer of the shares or by a person who, at the time of acquisition, controls the association or entity whose shares or interest are proposed to be acquired;

   (2) A merger or consolidation which requires the approval of the Division Director, Commissioner, or the Federal Home Loan Bank Board;

   (3) A transaction by a broker-dealer who does no more than perform the customary broker's function in transactions on a stock exchange or in the over-the-counter market, who receives no more than the customary broker's commission and who does not solicit, or arrange for the solicitation of orders; or

   (4) A transfer through testate or intestate succession, as long as the acquiring party advises the Division Director in writing within 30 days of the acquisition and provides the information that the Division Director requires.

(h) Control by noncitizen. -- A person who is not a citizen of the United States may not directly or indirectly acquire control of an association.

(i) Penalty. --

   (1) Any person who directly or indirectly acquires shares of an association or interest in an entity which controls an association in violation of this section, or who violates subsection (f) of this section shall be punished, upon conviction, by imprisonment in the penitentiary for a period not more than 10 years, or a fine not more than $ 100,000, or both.

   (2) Any person who violates any provision of this section is liable civilly to any association, entity, shareholder, or other person damaged by the violation.

HISTORY: 1986, ch. 282; 1987, ch. 11, § 1; 1991, ch. 371; 1995, ch. 120, § 19; 1996, ch. 326, § 2.