AGO 97-F-003.

Case Date:May 29, 1997
Court:North Dakota
 
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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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