Control of bank or trust company; definitions and related provisions.

(1) In ss. 658.27-658.285, unless the context clearly requires otherwise:

(a) “Bank holding company” means any business organization which has or acquires control over any bank or trust company or over any business organization that is or becomes a bank holding company by virtue of ss. 658.27-658.285.

(b) “Business organization” means a corporation, association, partnership, or business trust and includes any similar organization (including a trust company and including a bank, whether or not authorized to engage in trust business, but only if such bank is, or by virtue of ss. 658.27-658.285 becomes, a bank holding company), whether created, organized, or existing under the laws of the United States; this state or any other state of the United States; or any other country, government, or jurisdiction. “Business organization” does not include any corporation the majority of the shares of which are owned by the United States or by this state. “Business organization” also includes any other trust, unless by its terms it must terminate within 25 years or not later than 21 years and 10 months after the death of individuals living on the effective date of the trust, unless the office determines, after notice and opportunity for hearing, that a purpose for the creation of such trust was the evasion of the provisions of ss. 658.27-658.285.

(c) “Edge Act corporation” means a corporation organized and existing under the provisions of s. 25(a) of the Federal Reserve Act, 12 U.S.C. ss. 611-632.

(d) “Subsidiary,” with respect to a specified bank, trust company, or bank holding company, means:

1. Any business organization 25 percent or more of the voting shares of which, excluding shares owned by the United States or by any business organization wholly owned by the United States, are directly or indirectly owned or controlled by such bank, trust company, or bank holding company or are held by such bank, trust company, or bank holding company with power to vote;

2. Any business organization the election of a majority of the directors of which is controlled in any manner by such bank, trust company, or bank holding company; or

3. Any business organization with respect to the management or policies of which such bank, trust company, or bank holding company has the power, directly or indirectly, to exercise a controlling influence, as determined by the office after notice and opportunity for hearing.

(e) “Successor,” with respect to a specified bank holding company, means any business organization which acquires directly or indirectly from the bank holding company shares of any bank or trust company, when and if the relationship between such business organization and the bank holding company is such that the transaction effects no substantial change in the control of the bank or trust company or beneficial ownership of such shares of such bank or trust company. The commission may, by rule, further define the term “successor” to the extent necessary to prevent evasion of the purposes of ss. 658.27-658.285. For the purposes of ss. 658.27-658.285, any successor to a bank holding company shall be deemed to have been a bank holding company from the date on which the predecessor business organization became a bank holding company.

(2) A business organization has control over a bank or over any other business organization if:

(a) The business organization directly or indirectly or acting through one or more other persons owns, controls, or has power to vote 25 percent or more of any class of voting securities of the bank or other business organization;

(b) The business organization controls in any manner the election of a majority of the directors, trustees, or other governing body of the bank or other business organization;

(c) The business organization owns, controls, or has power to vote 10 percent or more of any class of voting securities of the bank or other business organization and exercises a controlling influence over the management or policies of the bank or other business organization; or

(d) The office determines, after notice and opportunity for hearing, that the business organization directly or indirectly exercises a controlling influence over the management or policies of the bank or other business organization.

(3) Shares of any kind or class of voting securities of a bank or business organization, and assets of a business organization, shall be deemed to be indirectly owned or controlled by a bank or business organization, the latter being referred to in this subsection as the “controlling bank or business organization,” if:

(a) The shares or assets are owned or controlled by any bank or business organization over which the controlling bank or business organization has control; or

(b) The shares or assets are held or controlled directly or indirectly by trustees for the benefit of:

1. The controlling bank or business organization;

2. The shareholders or members of the controlling bank or business organization; or

3. The employees, whether exclusively or not, of the controlling bank or business organization.

(4) Shares of any kind or class of voting securities, and assets, of a bank or business organization which, after March 28, 1972, the effective date of former s. 659.141(2)(g), are transferred by any bank holding company, or by any bank or any business organization which, but for such transfer, would be a bank holding company, directly or indirectly to any transferee that is indebted to the transferor, or has one or more officers, directors, trustees, or beneficiaries in common with or subject to control by the transferor, shall be deemed to be indirectly owned or controlled by the transferor unless the office, after opportunity for hearing, determines that the transferor is not in fact capable of controlling the transferee.

(5) Notwithstanding any other provision of this section, no bank and no business organization shall be deemed to own or control voting shares or assets of another bank or another business organization if:

(a) The ownership or control of such shares or assets is in a fiduciary capacity, except as provided in paragraph (3)(b) and subsection (4). For the purposes of the preceding sentence, shares of a bank or a business organization shall not be deemed to have been acquired in a fiduciary capacity if the acquiring bank or business organization has sole discretionary authority to exercise voting rights with respect thereto, except that this limitation is applicable in the case of a bank or business organization acquiring such shares prior to March 28, 1972, the effective date of former s. 659.141(3)(a), only if the bank or business organization has the right, consistent with its obligations under the instrument, agreement, or other arrangement establishing the fiduciary relationship, to divest itself of such voting rights and fails to exercise that right to divest within 1 year after that date;

(b) The shares are acquired in connection with the underwriting of securities by a business organization, in good faith and without any intent or purpose to evade the purposes of ss. 658.27-658.285, and if such shares are held only for such period of time, not exceeding 3 months from date of acquisition, as will permit the sale thereof on a reasonable basis; however, upon application by the underwriting business organization, and after notice and opportunity for hearing, if the office finds that the sale of such shares within that period of time would create an unreasonable hardship on the underwriting business organization, that there is no intent or purpose to evade the purposes of ss. 658.27-658.285 by the continued ownership or control of such shares by such underwriting business organization, and that an extension of such period of time would not be detrimental to the public interest, the office is authorized to extend, from time to time, for not more than 1 month at a time, the 3-month period, but the aggregate of such extensions shall not exceed 3 months;

(c) Control of voting rights of such shares is acquired in good faith, and without any purpose or intent to evade the purposes of ss. 658.27-658.285, in the course of participating in a proxy solicitation by a business organization formed in good faith, and without any purpose or intent to evade the purposes of ss. 658.27-658.285, for the sole purpose of participating in such proxy solicitation, and such control of voting rights terminates immediately upon the conclusion of the sole purpose for which such business organization was formed; or

(d) The ownership or control of such shares or assets is acquired in securing or collecting a debt previously contracted in good faith, unless the office, after notice and opportunity for hearing, finds that a purpose of any part of any transaction was an evasion of the purposes of ss. 658.27-658.285 and if the ownership or control of such shares or assets is held only for such reasonable period of time, not exceeding 2 years after the date of acquisition, as will permit the divestiture thereof on a reasonable basis. Upon application by the bank or business organization which acquired such ownership or control in accordance with the preceding provisions of this paragraph, and after notice and opportunity for hearing, if the office finds that the bank or business organization has made reasonable and good faith efforts to divest itself of such ownership or control on a reasonable basis within the 2-year period but has been unable to do so, that immediate divestiture of such ownership or control would create an unreasonable hardship on such bank or business organization, that continuation of such ownership or control involves no purpose or intent to evade the purposes of ss. 658.27-658.285, and that an extension of the 2-year period would not be detrimental to the public interest, the office is authorized to extend, from time to time and for not more than 1 year at a time, the 2-year period, but the aggregate of all such extensions shall not exceed 3 years.

(6) A business organization provides investment advisory services if, in this state and for compensation, it engages in the business of advising persons, directly or indirectly or through publications or writings, as to the value of securities or as to the advisability of investment in or purchasing securities; or if, not being a certified public accountant, in this state and for compensation, it issues or distributes to persons analyses or reports concerning securities.