§ 9-712. Approval of sale, transfer, or pledge of assets

   (a) "Savings and loan association" defined. -- In this section, savings and loan association includes its affiliates, subsidiaries, or a holding company.

(b) Determination by court. --

   (1) Upon application of the conservator or receiver, if the court, after notice and a hearing, determines that the consideration to be received from a transaction is fair and reasonable, the circuit court administering a conservatorship or receivership under this title may approve any transfer, sale, or pledge of any or all of the assets of the savings and loan association or the conservatorship or receivership estate.

   (2) To the extent that a proposed transfer of any assets is accompanied by the assumption of certain liabilities of the savings and loan association without an assumption by a transferee of a like percentage or amount of other liabilities of the association that are in parity with those liabilities assumed, the court may approve the transaction if it determines that the assumption is consistent with the estimated distributions to claimants under a complete liquidation under § 9-711 of this subtitle or is otherwise fair and reasonable.

(c) Transfer of assets free of liens, etc. --

   (1) By order, the court may transfer any asset of the savings and loan association to a transferee under subsection (b) of this section free and clear of any liens, claims, pledges, security interests, charges, or other encumbrances.

   (2) The order shall state that any liens, claims, pledges, security interests, charges, or other encumbrances that attached to the asset before the transfer, after the transfer, either shall:

      (i) Attach to the proceeds received by the conservatorship or receivership estate from the transfer; or

      (ii) Attach to other assets specified in the court's order that have a value equivalent to the value of the assets to which they attached before the transfer.

(d) When order approving transaction final. --

   (1) Unless the order of the court approving a transaction under subsection (b) or (c) of this section is appealed in the manner provided in this subsection within 30 days from the date of entry, the order shall become final and nonappealable.

   (2) Notwithstanding any other provision of law, the Court of Appeals shall have exclusive and plenary jurisdiction over an appeal of any order of a State court approving a transaction under subsection (b) or (c) of this section. To the extent possible, any appeal of an order of a State court approving a transaction under subsection (b) or (c) of this section shall be heard by the Court of Appeals on an expedited basis.

(e) Transfer, sale, etc., of assets by conservator or receiver. -- The conservator or receiver may transfer, sell, use, lease, or encumber any assets of the savings and loan association or of the conservatorship or receivership estate in the ordinary course of business without obtaining the approval of the court.

(f) Distribution of assets. -- In any distribution of assets on liquidation of a savings and loan association for which a receiver has been appointed under § 9-708 of this Part II of this subtitle:

   (1) All unsecured claims of any class of priority shall be paid in full, or provision made for payment, before any claims of lesser priority are paid, and if there are insufficient funds to pay any class of claims of one priority in full, distribution to claimants in such class shall be made pro rata;

   (2) Notwithstanding the provisions of item (1) of this subsection, and subject to approval of the court administering the receivership of the savings and loan association, the receiver may at any time prior to the payment in full of all claims of a class with higher priority, make distributions to some or all claimants of a class with a lower priority, if a determination is made that at the time of the distribution, adequate funds exist or will be recovered during the receivership to pay in full all claims of any class with a higher priority; and

   (3) The court administering the receivership of the savings and loan association may, after notice and a hearing:

      (i) Under principles of equitable subordination, subordinate for purposes of distribution all or part of an allowed claim to all or part of another allowed claim or claims; or

      (ii) Order that any lien securing the subordinated claim be transferred to the receivership estate.

HISTORY: 1986, ch. 11, § 2; 2010, ch. 72, § 5.