MISSISSIPPI LEGISLATURE
2014 Regular Session
To: Banking and Financial Services
By: Representatives Zuber, Dixon
AN ACT TO AMEND SECTION 81-1-81, MISSISSIPPI CODE OF 1972, TO AUTHORIZE THE COMMISSIONER OF BANKING AND CONSUMER FINANCE TO EXAMINE A BANK HOLDING COMPANY IN THE SAME MANNER AS A BANK; TO AMEND SECTION 81-3-1, MISSISSIPPI CODE OF 1972, TO PROVIDE THAT THE TERM "BANK," WHEN USED IN TITLE 81 OF THE MISSISSIPPI CODE, INCLUDES A BANK HOLDING COMPANY FOR THE PURPOSES OF SUPERVISION AND REGULATION BY THE COMMISSIONER; TO AMEND SECTION 81-5-28, MISSISSIPPI CODE OF 1972, TO PROVIDE THAT THE COMMISSIONER SHALL HAVE GENERAL SUPERVISION OVER BANK HOLDING COMPANIES AND THE OPERATION AND BUSINESS OF BANK HOLDING COMPANIES TO THE SAME EXTENT AS THE COMMISSIONER IS AUTHORIZED TO SUPERVISE AND REGULATE STATE BANKS; TO AMEND SECTION 81-14-401, MISSISSIPPI CODE OF 1972, TO REMOVE THE PROHIBITION ON THE DEPARTMENT SUPERVISING CERTAIN BANK HOLDING COMPANIES OF SAVINGS BANKS; AND FOR RELATED PURPOSES.
BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MISSISSIPPI:
SECTION 1. Section 81-1-81, Mississippi Code of 1972, is amended as follows:
81-1-81. It shall be the
duty of the commissioner to apportion the work of examining banks among the
examiners in such a way that each bank, under the provisions of law, shall be
examined at least once during an eighteen-month period and more often, if
necessary, in the discretion of the commissioner, at irregular intervals and
without prior notice. However, neither the commissioner nor any examiner shall
examine one (1) bank twice in succession unless the commissioner, for cause, so
determines. * * * If the commissioner's office, because of work load or
other good sufficient cause, is unable to conduct an examination of a bank as
provided for in this section, the commissioner is * * * authorized to accept the examination of
any state bank performed by the Federal Deposit Insurance Corporation or the
Federal Reserve Bank in lieu of the examination provided for in this section.
However, in no case shall the commissioner be authorized to accept any such
examination of any state bank performed by either the Federal Deposit Insurance
Corporation or the Federal Reserve Bank for any two (2) consecutive eighteen-month
periods. The commissioner may, but shall not be
required to, examine a bank holding company in the same manner as a bank.
SECTION 2. Section 81-3-1, Mississippi Code of 1972, is amended as follows:
81-3-1. Whenever the word "bank" is used in any statute, unless the context clearly shows that it is intended to be limited in its application to a particular character of bank, it shall include trust companies, savings banks, branches of banks and trust companies, and all other institutions subject to the provisions of this title. In addition, the term "bank," when used in this title, includes a bank holding company for the purposes of supervision and regulation by the commissioner. The term "corporation," when used in this title, or "trust company" when used in this title, shall be construed and held to embrace every character of bank, branch bank, trust company or any branch thereof, which is subject to the jurisdiction of the Department of Banking and Consumer Finance. The term "eligible banks," when used in this title, means an institution which is well capitalized as defined by regulations of the Federal Deposit Insurance Corporation, has examination ratings of two (2) or higher, has Community Reinvestment Act (CRA) ratings of satisfactory or higher, and has no supervisory enforcement actions pending.
SECTION 3. Section 81-5-28, Mississippi Code of 1972, is amended as follows:
81-5-28. (1) As used in this section, unless the context clearly requires otherwise:
(a) "Bank" means any company that accepts deposits in Mississippi that are insured under the provisions of the Federal Deposit Insurance Act, 12 USCS 1811 et seq., as amended; provided, however, that the term "bank" shall not include a company engaged solely in the trust business, all or substantially all of the deposits of which are in trust funds and are received in a bona fide fiduciary capacity.
(b) "Bank holding company" means any company which is a bank holding company under the provisions of the Federal Bank Holding Company Act of 1956, 12 USCS 1841 et seq., as amended.
(c) "Company" has the meaning assigned in Section 2(b) of the Federal Bank Holding Company Act of 1956, 12 USCS 1841(b), as amended.
(d) "Control" has the meaning assigned in Sections 2(a)(2) and (3) of the Federal Bank Holding Company Act of 1956, 12 USCS 1841(a)(2) and (3), as amended, except that the reference therein to "the board" shall be deemed to refer to the Mississippi Commissioner of Banking and Consumer Finance.
(2) No bank holding company shall control a bank unless the bank is a bank as defined in Section 2(c) of the Federal Bank Holding Company Act of 1956, 12 USCS 1841(c), as amended.
(3) No company that is not a bank holding company shall control a bank.
(4) The Mississippi Commissioner of Banking and Consumer Finance shall have general supervision over bank holding companies and the operation and business of bank holding companies to the same extent as the commissioner is authorized to supervise and regulate state banks. In addition, the commissioner shall have
the power to enforce the prohibitions of this section by seeking to enjoin any violation, by issuing cease and desist orders, by imposing administrative fines or penalties, and by any other remedies that are provided by law.
SECTION 4. Section 81-14-401, Mississippi Code of 1972, is amended as follows:
81-14-401. (1) Notwithstanding any other provision of law, any stock savings bank may simultaneously with its incorporation or conversion to a stock savings bank provide for its ownership by a holding company. In the case of a conversion, members of the converting savings bank shall have the right to purchase capital stock of the holding company in lieu of capital stock of the converted savings bank in accordance with Section 81-14-107(3)(f).
(2) Notwithstanding any
other provision of law, any stock savings bank may reorganize its ownership to
provide for ownership by a holding company, upon adoption of a plan of
reorganization by a favorable vote of not less than two-thirds (2/3) of the
members of the board of directors of the savings bank and approval of such plan
of reorganization by the holders of not less than a majority of the issued and
outstanding shares of stock of the savings bank. The plan of reorganization
shall provide that (a) the resulting ownership shall be vested in a Mississippi
corporation; (b) all stockholders of the stock savings bank shall have the
right to exchange shares; (c) the exchange of stock shall not be subject to
state or federal income taxation; (d) stockholders not wishing to exchange
shares shall be entitled to dissenters' rights as provided under Section 79-4-13.01
et seq. * * *; and (e) the plan of reorganization is fair and
equitable to all stockholders.
(3) Notwithstanding any
other provision of law, any mutual savings bank may reorganize its ownership to
provide for ownership by a holding company upon adoption of a plan of
reorganization by favorable vote of not less than two-thirds (2/3) of the
members of the board of directors of the savings bank and approval of the plan
of reorganization by a majority of the voting members of the savings bank. The
plan of reorganization shall provide: (a) the resulting ownership of one * * * or more subsidiary savings banks shall be
evidenced by stock shares; (b) the substantial portion of the assets and all of
the insured deposits and part or all of the other liabilities shall be
transferred to one * * * or more subsidiary savings banks; (c) the reorganization shall
not be subject to state or federal income taxation; and (d) the plan of
reorganization is fair and equitable to all members of the savings bank. The
commissioner shall promulgate rules regarding the formation of the subsidiary
savings banks and the holding company, including the rights of members, levels
of investment in the holding company subsidiaries, and stock sales.
(4) A holding company may invest in any investment authorized by its board of directors, except as limited by regulations promulgated by the commissioner pursuant to this chapter.
(5) Any entity which controls a stock savings bank, or acquires control of a stock savings bank, is a holding company. As used in this section, "entity" means an individual, corporation, partnership, joint venture, trust, estate or unincorporated association.
(6) Holding companies shall
be under the supervision of the commissioner. The commissioner shall exercise
all powers and responsibilities with respect to holding companies which he
exercises with respect to savings banks. * * *
SECTION 5. This act shall take effect and be in force from and after July 1, 2014.