§ 2533 - Change of control - Vermont Statutes

§ 2533. Change of control

(a) A licensee shall give the commissioner notice in a record of a proposed change of control within 30 days after learning of the proposed change of control, and request approval of the acquisition. A licensee shall also submit with the notice a nonrefundable fee of $500.00.

(b) After review of a request for approval under subsection (a) of this section, the commissioner may require the licensee to provide additional information concerning the proposed persons in control of the licensee. The additional information shall be limited to the same categories of information required of the licensee or persons in control of the licensee as part of its original license or renewal application.

(c) The commissioner shall approve a request for change of control under subsection (a) of this section if, after investigation, the commissioner determines that the person or group of persons requesting approval has the competence, experience, character, and general fitness to operate the licensee or person in control of the licensee in a lawful and proper manner, and that the interests of the public will not be jeopardized by the change of control.

(d) The commissioner shall approve or deny a request for change of control within 60 days after a complete request is filed and notify the licensee of the decision in a record. The commissioner for good cause may extend the review period.

(e) The following persons are exempt from the prefiling requirements of subsection (a) of this section, but the licensee shall notify the commissioner of the change of control and request the commissioner's approval using the standards in subsection (b) of this section for a change of control:

(1) a person that acts as a proxy for the sole purpose of voting at a designated meeting of the security holders or holders of voting interests of a licensee or person in control of a licensee;

(2) a person that acquires control of a licensee by devise or descent;

(3) a person that acquires control as a personal representative, custodian, guardian, conservator, or trustee, or as an officer appointed by a court of competent jurisdiction or by operation of law; and

(4) a person that the commissioner, by rule or order, exempts in the public interest.

(f) Subsection (a) of this section does not apply to public offerings of securities.

(g) Before filing a request for approval to acquire control, a person may request in a record a determination from the commissioner as to whether the person would be considered a person in control of a licensee upon consummation of a proposed transaction. If the commissioner determines that the person would not be a person in control of a licensee, the commissioner shall enter an order to that effect, and the proposed person and transaction is not subject to the requirements of subsections (a) through (c) of this section. (Added 2001, No. 55, § 1, eff. Jan. 1, 2002.)