Executive Order on the Merger of Savings Banks submitted for Consultation

Date 23 nov. 2012
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On 21 November 2012, the Danish FSA launched a draft executive order on the merger of savings banks for consultation. The executive order is expected to enter into force on 1 January 2013.


Merger

The purpose of the order is to make it possible to merge savings banks with universal succession, so that a merger does not require the consent of the creditors of the involved savings banks, unless otherwise agreed.

This means that under the new rules, the continuing savings bank in a merger will assume the rights and obligations from the discontinuing bank, without the obligations falling due and without the consent of the discontinuing bank’s creditors. 


Merger under the current Rules

Until now, it has only been possible to merge two savings banks by discontinuing one bank and have the continuing bank take over all assets. This resulted in the discontinuing bank’s debt falling due, which could complicate the savings banks’ possibility of a merger.


It will still be possible to use the current merger rules, which, in principle, lead to the discontinuing bank’s assets being taken over by the continuing bank, while debt responsibilities etc. will only be assumed by the continuing bank if the creditors give their consent thereto and if they fall due.


Remuneration

As remuneration for their guarantor certificate in the discontinuing bank, guarantors in a discontinuing savings bank must be offered either a guarantor certificate in the continuing bank, cash redemption, or a combination of the two. Cash redemption requires that both the discontinuing bank and the FSA give permission thereto. The remuneration must be fair and based on a reasoned statement.


Permission

As with the current merger rules, the new rules will also be subject to a merger authorisation. 


Assessment

The executive order is in line with the FSA’s previously issued executive order on the merger of savings banks with limited companies and some of the rules governing the merger of limited companies.


Overall, the executive order facilitates mergers between savings banks, since assets and liabilities generally will be taken over and maintained by the continuing bank without the consent of the discontinued banks creditors and contracting parties, unless otherwise agreed. At the same time, the savings banks maintain the opportunity to apply the existing merger rules.



Should you have any questions or wish further information on the merger of savings banks, please contact partner Claus Molbech Bendtsen (cmb@mwblaw.dk), partner Christoffer Galbo (cga@mwblaw.dk) or attorney Henning Hedegaard Thomsen (hht@mwblaw.dk).


The above does not constitute legal counseling and Moalem Weitemeyer Bendtsen does not warrant the accuracy of the information. With the above text, Moalem Weitemeyer Bendtsen has not assumed responsibility of any kind as a consequence of a reader’s use of the above as a basis of decisions or considerations.