AGO 97-F-003.
Case Date | May 29, 1997 |
Court | North Dakota |
North Dakota Attorney General Opinions
1997.
AGO 97-F-003.
STATE OF NORTH
DAKOTA ATTORNEY GENERAL'S
OPINION 97-F-03Date issued: May 29, 1997Requested by: Gary D. Preszler, Banking & Finance
Commissioner- QUESTIONS
PRESENTED - Whether a North Dakota federal
savings association may be merged into an out-of-state national bank. If the
answer to the first question is yes, whether, in a non emergency situation, the
out-of-state national bank may retain the North Dakota savings association's
main office and its intra-state branches as interstate branches.- ATTORNEY GENERAL'S OPINION -
It is my opinion that a North Dakota federal savings association
may be merged into an out-of-state national bank subject to certain federal
interstate limitations and applicable state law.
It is my further opinion that an out-of-state national bank that
is not situated in North Dakota may not, in a non-emergency situation, retain
the merged savings association's main office and its intra-state branches as
interstate branches unless, on or after May 31, 1997, the savings association
is converted or merged into a North Dakota bank.
- ANALYSES -
I.
"Courts have, in the main, consistently recognized the wide area
of discretion delegated by Congress to the Comptroller in the complex field of
national banking. . . ." Ramapo Bank v. Camp, 425 F.2d 333, 341 (2d Cir.),
cert. denied, 400 U.S. 828 (1970). However, "[t]he Comptroller,. . ., must be
subordinate to the law from which he received his authority, and is subject to
the limitations imposed by that law." First Nat'l Bank of Bellaire v.
Comptroller of the Currency, 697 F.2d 674, 680 (5th Cir. 1983), quoting Webster
Groves Trust Co., 370 F.2d 381, 387 (8th Cir. 1966).
Authority for a federal savings association to merge into a
national bank is found under 12 U.S.C. § 215c. That section provides, in
part, that "[ s] ubject to section 1815(d)(3) [the Oakar Amendment] and 1828(c)
[of the Bank Merger Act] and all other applicable laws, any national bank may
acquire or be acquired by any insured depository institution."
The Office of the Comptroller of the Currency (OCC) has concluded
that "under the plain language of section 215c. . . ., if a transaction
comports with the Oakar Amendment [including its interstate limitations under
12 U.S.C. § 1815(d) (3) (F)] and the Bank Merger Act and other applicable
laws, then the section authorizes a merger between a national bank and a
Federal savings association."
Decision of the Comptroller of the Currency on the Application to
Merge Washington Federal Savings Bank, Herndon, Virginia, with and into the
First National Bank of Maryland, Baltimore, Maryland (Corporate Decision 96-39,
July 25, 1996).
12 U.S.C. § 1815(d) (3) (F), the Oakar Amendment interstate
limitations, provides that [a] Bank Insurance Fund [BIF] member which is a
subsidiary of a bank holding company may not be the acquiring, assuming, or
resulting depository institution in a transaction under subparagraph (A) unless
the transaction would comply with the requirements of section 1842(d) of this
title if, at the time of such...
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