TITLE 5

Banking

State Banking Agencies

CHAPTER 1. STATE BANK COMMISSIONER

Subchapter II. Powers and Duties


(a) The Commissioner shall have authority to administer and enforce all the provisions of this title and shall have supervision over:

(1) All state banks, savings banks, trust companies, building and loan associations and other corporations engaged in like business, incorporated under the laws of or doing business in this State, and the subsidiaries of the foregoing, and the Commissioner shall secure the execution of all laws relative to such corporations, provided that with respect to any activity authorized by § 761(a)(14) or § 1661(a)(14) of this title, the Commissioner shall only have supervision to the extent such activity is not subject to the supervision of the Insurance Commissioner of this State or of another jurisdiction or, if it is subject to such supervision, when the Commissioner determines that such activity is likely to have a materially adverse effect on the safety and soundness of the bank;

(2) All persons, trustees or trustee systems, or any other combinations of persons who transact or attempt to transact the business of making small loans or loaning money as provided for or mentioned in Chapter 22 of this title, with all the powers, duties and responsibilities with respect thereto, as provided by this Code and any other laws with respect to banks, trust companies, building and loan associations, and other corporations engaged in like business and with like full power and authority to enforce all necessary rules and regulations as in the case of banks, trust companies, building and loan associations, and other corporations engaged in like business;

(3) All persons who have been issued a license pursuant to any of the provisions of this title.

(b) The Commissioner may prescribe regulations to carry out the purposes of this title. No such regulation shall extend, modify or conflict with any law of this State or the reasonable implications thereof.

(c) The Commissioner may issue subpoenas to compel the attendance of witnesses and the production of documents, papers, books, records and other evidence before him or her in any matter over which he or she has jurisdiction, control or supervision. The Commissioner may administer oaths and affirmations to any person whose testimony is required.

(d) If any person shall fail to comply with any subpoena issued by the Commissioner, or to testify with respect to any matter concerning which he or she may be lawfully interrogated, the Superior Court, on application of the Commissioner, may issue an order requiring the attendance of such person and the giving of testimony or production of evidence. Any person failing to obey the Court's order may be punished by Court as for contempt.

(e) [Repealed.]

30 Del. Laws, c. 111, § 6; 36 Del. Laws, c. 89, § 3; Code 1935, §§ 2279, 2287; 5 Del. C. 1953, § 121; 61 Del. Laws, c. 92, § 1; 61 Del. Laws, c. 423, §§ 1, 2; 62 Del. Laws, c. 418, § 1; 66 Del. Laws, c. 22, §§ 2, 3; 66 Del. Laws, c. 27, § 3; 67 Del. Laws, c. 223, § 5; 67 Del. Laws, c. 344, § 3; 70 Del. Laws, c. 186, § 1; 71 Del. Laws, c. 25, § 2; 71 Del. Laws, c. 254, § 4; 72 Del. Laws, c. 15, § 3.;

(a) The Commissioner shall visit and examine each financial institution as frequently as the Commissioner deems it necessary or expedient. On the occasion of every such visit and examination, the Commissioner shall, in company with 1 or more of the officers of the institution visited, be given free access to every part of the office or place of business visited and to the assets, securities, books, papers and records of the institution.

(b) Any examination may be made by a deputy or by any person designated by the Commissioner, and in such case all the powers vested in the Commissioner by this section shall be possessed by the deputy or other persons making the examination. When any examination is made without the presence of the Commissioner, the Commissioner shall give written authority to the person conducting the examination which shall be exhibited to the officers of the institution visited.

(c) The examination required by this section shall be a thorough examination into the affairs of the institution, its resources and liabilities, the investment of its funds, the mode of conducting its business, the safety and prudence of its management, the acts of its officers, directors, trustees or managers, its compliance or noncompliance with its charter and bylaws, its compliance or noncompliance with this Code or any regulations promulgated thereunder, and any other statutes or regulations of this State or the United States, and also, such other matters, as in the judgment of the Commissioner may have relation to the solvency or insolvency of the institution.

(d) In connection with such examination, the Commissioner shall have power to examine, under oath or affirmation, the officers, directors, trustees, managers and employees, of the institution being examined, relative to its affairs, and for this purpose the Commissioner may administer oaths or affirmations.

(e) The Commissioner or the Commissioner's lawful designee shall examine banking organizations for compliance with the provisions of subchapter II of Chapter 11 of Title 12 and shall report the Commissioner's findings, on a confidential basis, to the State Escheator.

30 Del. Laws, c. 111, § 8; 32 Del. Laws, c. 103, § 5; 38 Del. Laws, c. 92, § 1(5), (6); Code 1935, §§ 2281, 2293; 5 Del. C. 1953, § 122; 66 Del. Laws, c. 27, § 4; 67 Del. Laws, c. 268, § 1; 68 Del. Laws, c. 105, § 1; 70 Del. Laws, c. 186, § 1; 77 Del. Laws, c. 126, § 1.;

Every director, officer, agent, clerk or employee of any institution affected by § 122 of this title, who wilfully and knowingly subscribes or makes any false statement of facts or false entries in the books of the institution, or knowingly subscribes or exhibits any false paper, with intent to deceive any person authorized to examine as to the condition of the institution, or wilfully or knowingly subscribes to or makes any false report, shall be fined or imprisoned, or both.

32 Del. Laws, c. 103, § 8; Code 1935, § 2296; 5 Del. C. 1953, § 123.;

(a) The Commissioner shall make and file in the Commissioner's office a detailed report of each examination made by the Commissioner or any of the employees who work for the Commissioner, and shall furnish a copy of the report to the institution examined, and with respect to a state bank or trust company that is a member of the Federal Reserve Bank in the Federal Reserve District embracing the State, the Commissioner shall also furnish a copy of the report of the examination of the state bank or trust company to the Federal Reserve Bank, and with respect to a state bank or trust company which has established a division pursuant to § 767 or § 1662(b) of this title, the Commissioner shall also furnish a summary, on a confidential basis, of the report of any examination of the state bank or trust company to the Insurance Commissioner. In order to protect the confidentiality of the contents of the examination report or other related documents, the Commissioner may prescribe regulations to prevent the disclosure of confidential information relating to the examination of any institution under the Commissioner's supervision.

(b) The Commissioner may enter into cooperative agreements with other regulatory authorities with respect to any institution subject to the Commissioner's supervision, which cooperative agreements may include, but not be limited to, the sharing of examination reports with appropriate state and federal authorities, and the Commissioner may enter into joint actions with other regulatory authorities with respect to any institution subject to the Commissioner's supervision, which joint action, among other things, may be to assure the safety and soundness of any Delaware bank and to assure compliance with applicable Delaware banking laws, consistent with the purposes of this chapter.

30 Del. Laws, c. 111, § 11; 38 Del. Laws, c. 92, § 1(7), (8), (9), (10); 5 Del. C. 1953, § 124; 57 Del. Laws, c. 740, § 16E; 67 Del. Laws, c. 191, § 1; 67 Del. Laws, c. 223, § 6; 69 Del. Laws, c. 165, § 6; 70 Del. Laws, c. 186, § 1; 71 Del. Laws, c. 19, § 3; 71 Del. Laws, c. 25, § 3.;

(a) The Commissioner and each of the employees who work for the Commissioner shall be bound by their oath of office to keep secret all the facts and information obtained in the course of the examination, except insofar as public duty shall require a report to be made of the examination, and except when the Commissioner or any of the employees who work for the Commissioner, shall be called as a witness or witnesses in any criminal proceeding.

(b) Upon the request of any state bank or trust company which has made application for membership in the Federal Reserve Bank in the Federal Reserve District embracing the State, or which is a member of such Federal Reserve Bank, together with the request of the Federal Reserve Bank, the Commissioner shall furnish to the Federal Reserve Bank all the facts and information at any time in the Commissioner's possession concerning the state bank or trust company.

(c) If the Commissioner or any of the employees who work for the Commissioner disclose anything relative to the private accounts or transactions of any institution examined, or disclose any facts and information discovered in the course of the examination, or retain in their private possession, or remove from the office of the Commissioner, copies of any letters, papers, accounts, books or records disclosing such facts and information, except as provided in § 124 of this title and this section, whether during their term of office or employment or thereafter, they shall be subject to forfeiture of their office or employment, and may be fined not more than $1,000, or imprisoned not more than 2 years, or both.

30 Del. Laws, c. 111, § 11; 38 Del. Laws, c. 92, § 1(7), (8), (9), (10); Code 1935, § 2284; 5 Del. C. 1953, § 125; 57 Del. Laws, c. 740, §§ 16E, 16J; 70 Del. Laws, c. 186, § 1.;

(a) Any state bank or trust company which is a member of the Federal Reserve Bank in the Federal Reserve District embracing the State, and which shall be examined by a Federal Reserve Examiner, may be exempted from examination by the Commissioner; and the examination by the Federal Reserve Examiner may be accepted by the Commissioner as a sufficient compliance with the requirements of this chapter with respect to examinations.

(b) Any state bank or trust company, whether a member or nonmember of the Federal Reserve Bank, which shall be examined by a certified public accountant, may be exempted from examination by the Commissioner; and an examination by a certified public accountant may be accepted by the Commissioner as a sufficient compliance with the requirements of this chapter with respect to examinations.

(c) In the case of each exemption under this section, a certified report of the examination made by a Federal Reserve Examiner, or by a certified public accountant, shall be filed in the office of the Commissioner.

30 Del. Laws, c. 111, § 12; Code 1935, § 2285; 5 Del. C. 1953, § 126.;

(a) The Commissioner shall charge each institution examined by the Commissioner or by the Commissioner's direction an examination fee based on the actual costs of the examination. Costs of the examination are to include direct salaries paid and fringe benefits for salaries, charges and fees for filing, copying, inspecting and other services rendered. The Commissioner shall submit to the Council on Banking by July 10 each year, the calculated daily rate of pay for each examiner class. The rates for examinations shall be the basis for the charges to the institutions and shall be utilized during the ensuing fiscal year. The examination fees provided by this subsection shall be due and payable when invoiced by the Commissioner. If any institution shall fail to pay the examination fee due under this section on or before 30 days after the invoice date, a penalty of 0.05 percent shall be assessed for each day that the examination fee shall remain unpaid after such date.

(b) The Commissioner shall assess annually each institution subject to examination by the Commissioner or by the Commissioner's direction a supervisory assessment based on the total assets of said institutions as of December 31 each year; provided however, that there shall be allowed as a credit against this assessment the amount of the supervisory assessment otherwise due from a subsidiary of such institution. The supervisory assessments are to provide for the balance of the budget of the office of the Commissioner not covered under subsection (a) of this section. The assessment shall not exceed 5 cents for each $1,000 of an institution's total assets. In no event shall the assessment to any institution be less than $500 when the examination is conducted within the State and $1,000 when the examination is conducted outside the State. The Commissioner shall compute the rate per $1,000 of assets required for the ensuing fiscal year and submit such data to the Council on Banking by July 10 each year. The rates shall be invoiced to the institutions on July 15 each year, and are due and payable on August 1 each year. If any institution shall fail to pay the supervisory assessment due under this section on or before the August 1 due date, a penalty of 0.05 percent shall be assessed for each day that the supervisory assessment shall remain unpaid after such date.

(c) The fees derived from subsections (a) and (b) of this section shall be deposited in the Regulatory Revolving Fund established under § 105 of this title and shall be accounted for by the Commissioner as part of the receipts for the Commissioner's office.

(d) The Chairperson of the Council on Banking may appeal to the Secretary of State any rates specified in subsections (a) and (b) of this section which the Council on Banking believes have been computed incorrectly, and the Secretary of State shall make the final determination and revise the rates if necessary.

30 Del. Laws, c. 111, § 13; Code 1935, § 72286; 45 Del. Laws, c. 162, § 1; 5 Del. C. 1953, § 127; 49 Del. Laws, c. 119; 60 Del. Laws, c. 268, § 1; 61 Del. Laws, c. 436, § 1; 62 Del. Laws, c. 359, § 1; 64 Del. Laws, c. 141, § 2; 66 Del. Laws, c. 27, § 5; 69 Del. Laws, c. 165, §§ 7-9; 70 Del. Laws, c. 112, § 5; 70 Del. Laws, c. 186, § 1; 70 Del. Laws, c. 327, §§ 1, 2; 71 Del. Laws, c. 19, §§ 4-6; 71 Del. Laws, c. 254, § 5; 72 Del. Laws, c. 15, § 4; 79 Del. Laws, c. 3, § 1; 80 Del. Laws, c. 225, § 2.;

The Commissioner, in determining, in the course of the Commissioner's examination, the amount of lawful money reserve required under this Code and any other law of this State to be maintained, at all times, by state banks and trust companies, shall not require those state banks and trust companies that hold reserves under federal statutes to maintain a greater reserve than that required by the Federal Reserve Act.

30 Del. Laws, c. 111, § 9; Code 1935, § 2282; 5 Del. C. 1953, § 128; 62 Del. Laws, c. 246, § 1; 70 Del. Laws, c. 186, § 1.;

Whenever the Commissioner shall be satisfied from the Commissioner's examination of any bank or trust company (other than savings banks and savings societies) that the bank or trust company has an insufficient proportion of its assets in cash and securities readily convertible into cash, the Commissioner shall so notify the board of directors of the bank or trust company, and thereupon the board of directors shall carry out the requirements of the Commissioner in that behalf, and upon their failure to do so within such time as the Commissioner considers reasonable, the Commissioner shall report the matter to the stockholders of the bank or trust company either at a regular or special meeting. The Commissioner may call a special meeting of the stockholders for this purpose should the Commissioner deem it advisable.

Nothing in this section shall be deemed to limit or curtail the powers and duties of the Commissioner as provided in §§ 131-135 of this title.

37 Del. Laws, c. 132, § 1; Code 1935, § 2313; 5 Del. C. 1953, § 129; 49 Del. Laws, c. 129; 70 Del. Laws, c. 186, § 1.;

If the Commissioner believes that the capital of any bank or trust company under the Commissioner's jurisdiction has been impaired, the Commissioner may require it to make good the deficiency within such time as the Commissioner shall specify. If the bank or trust company shall fail to comply with the Commissioner's notice within the time prescribed, the Commissioner may forthwith take possession of the institution's place of business, and retain such possession until the institution shall have made good the deficiency, or has been finally liquidated, or a receiver shall have been appointed to take charge of its business and affairs. The Commissioner may cause proceedings to be instituted against the institution, and the Attorney General shall, upon the request of the Commissioner, institute such proceedings as the nature of the case may require.

30 Del. Laws, c. 111, § 10; 32 Del. Laws, c. 103, § 6; 38 Del. Laws, c. 93, § 1(2); Code 1935, §§ 2283, 2294; 5 Del. C. 1953, § 130; 70 Del. Laws, c. 186, § 1.;

(a) If the Commissioner deems that the affairs of any bank or trust company are in an unsound condition because of illegal or unsafe investments, or that its liabilities exceed its assets, or that it is transacting business without authority or in violation of this Code or any other law, or that it is unsafe or inexpedient for such corporation to continue business, the Commissioner shall communicate the facts to the Attorney General who shall file in the Court of Chancery in any county where the bank or trust company is doing business a complaint setting forth the facts and applying for an order requiring the bank or trust company to show cause why its business should not be closed.

(b) In a proper case made, the Court shall have power to appoint a receiver to take charge of, settle and close up the affairs of the bank or trust company under the direction of the Court, and to enjoin it from doing business, or to make such other order or decree as the circumstances shall warrant and to the Court shall seem proper. The Court may make such rules and regulations, and such orders and decrees in the premises as it shall deem proper.

(c) In the case of a bank or trust company whose deposits are to any extent insured by the Federal Deposit Insurance Corporation or successor corporation or agency, the receiver to be appointed shall be the Federal Deposit Insurance Corporation or such successor. In all instances in which the Federal Deposit Insurance Corporation or such successor shall pay any portion of the deposits of a bank or trust company, it shall be fully subrogated to the position of depositor to the extent of such deposits. In the case of a bank or trust company whose deposits are not so insured, the receiver to be appointed shall be the Commissioner or, in the Commissioner's absence or disability, a Deputy Commissioner. Neither the Commissioner nor the Deputy Commissioner shall receive any extra compensation for acting as receiver.

(d) The Court may vest the receiver with full power and authority to borrow such sum or sums of money as the Court shall determine in order the more readily or expeditiously to settle the affairs of the bank or trust company and to make payments to its creditors, depositors or stockholders. Such borrowing may be from any public or governmental or quasi-public or quasi-governmental corporation, board, commission or other agency or from any source whatsoever, and the Court may authorize the receiver to secure any loan by the pledge of any of the property or assets of the bank or trust company, and to give the lender a preference or priority as to the pledged property and assets over the other unsecured and unperfected secured creditors of the bank or trust company. The Court shall not have the power to authorize the receiver to (i) secure any loan by the pledge of any property or assets of the bank or trust company which would have a preference or priority over a security interest, lien or other encumbrance created and perfected prior to the appointment of the receiver, or (ii) avoid any security interest, lien or other encumbrance created and perfected prior to the appointment of the receiver provided, however, that the foregoing shall not affect any power, if any, granted to the Court under this subsection in existence prior to July 3, 1991, with respect to security interests held by affiliates of a bank or trust company created in connection with borrowings in excess of the amount of capital and surplus paid in of the bank or trust company. The holder of a perfected security interest, lien or other encumbrance against property or assets of the bank or trust company at the time of the appointment of a receiver shall have the rights and advantages of all other applicable laws.

32 Del. Laws, c. 103, § 9; 38 Del. Laws, c. 93, § 1(3), (4); Code 1935, § 2297; 5 Del. C. 1953, § 131; 60 Del. Laws, c. 376, § 1; 68 Del. Laws, c. 87; 68 Del. Laws, c. 105, § 26; 70 Del. Laws, c. 186, § 1.;

If by reason of any circumstance or condition whatsoever, the Commissioner shall be satisfied that it is necessary for the protection of the depositors and the conservation of the assets of any state bank or trust company doing business in this State, the Commissioner may forthwith take possession of the place of business of the bank or trust company and take charge of its affairs and the conduct of its business for such time as the Commissioner deems necessary without first instituting or causing to be instituted any proceeding in the Court of Chancery, but every bank or trust company shall have the right to apply to the Court of Chancery for a rule on the Commissioner so taking possession of the bank or trust company to show cause why the Commissioner should continue in possession, and the Court may after a hearing upon such rule, direct the Commissioner to withdraw from the possession of the bank or trust company if the Court deems that the taking of such possession or the Commissioner's continuance therein is unnecessary or inexpedient. The Commissioner may keep the bank or trust company open and continue it in the transaction of business during the Commissioner's possession of it, and if the Commissioner deems it necessary, to prescribe restrictions as to the withdrawal of deposits, whether time or demand, and to prescribe the conditions upon which deposits, whether time or demand, may be withdrawn during the Commissioner's possession of the bank or trust company.

32 Del. Laws, c. 103, § 9; 38 Del. Laws, c. 93, § 1(3), (4); Code 1935, § 2297; 5 Del. C. 1953, § 132; 70 Del. Laws, c. 186, § 1.;

The Secretary of State may employ such persons outside the regular force in the State Banking Department as the Secretary deems necessary or proper to assist the Commissioner in the performance of the Commissioner's duties, whether acting as receiver under order of Court or in possession of the bank or trust company on the Commissioner's own motion, under §§ 131 and 132 of this title, and may select some or all of the officers and employees of the bank or trust company for this purpose. He or she shall require such security as he or she deems proper from the persons appointed pursuant to this section.

32 Del. Laws, c. 103, § 9; 38 Del. Laws, c. 93, § 1(3), (4); Code 1935, § 2297; 5 Del. C. 1953, § 133; 57 Del. Laws, c. 740, § 16I; 63 Del. Laws, c. 195, § 1B; 70 Del. Laws, c. 186, § 1.;

The costs and expenses incurred by the Commissioner in acting as the receiver for any bank or trust company, including the compensation and expenses of all assistants, shall be paid out of the assets of the said bank or trust company and shall have priority over all of its other corporate indebtedness. The costs and expenses incurred by the Commissioner in taking possession of a corporation without being appointed receiver thereof, including the compensation and expenses of all assistants, shall be paid out of the assets of the bank or trust company and shall have priority over its other debts.

32 Del. Laws, c. 103, § 9; 38 Del. Laws, c. 93, § 1(3), (4); Code 1935, § 2297; 5 Del. C. 1953, § 134; 57 Del. Laws, c. 740, § 16J.;

The Commissioner may, in addition to all other powers, whenever in the Commissioner's judgment the circumstances warrant it, authorize any and all banks and trust companies under the Commissioner's jurisdiction to:

(1) Extend for a period of 90 days, and for a further period if the Commissioner deems it expedient, payment of any time accounts where notice of withdrawal has been given or may thereafter be given;

(2) Postpone for any length of time the payment of any proportion of the deposits in demand accounts of any individual, firm or corporation as the Commissioner deems necessary and expedient, to be determined by the Commissioner according to the ability of any bank or trust company to pay such withdrawals;

(3) Receive new deposits which shall be segregated from the old deposits and which shall not be subject to the restriction or limitations authorized by subdivisions (1) and (2) of this section. The new deposits shall be invested in such liquid assets as may be approved by the Commissioner in order that banks and trust companies may at all times have sufficient funds to meet the demands for withdrawal of such new deposits.

32 Del. Laws, c. 103, § 9; 38 Del. Laws, c. 93, § 1(3), (4); Code 1935, § 2297; 5 Del. C. 1953, § 135; 70 Del. Laws, c. 186, § 1.;

(a) If, in the opinion of the Commissioner, a financial institution subject to this title or any other financial company is engaging in or has engaged in, or if the Commissioner has reasonable cause to believe that such institution or company is about to engage in any of the following:

(1) An unsafe or unsound practice in conducting the business of such financial institution or company;

(2) Violation of a law, rule or regulation relating to the supervision of such institution or company;

(3) Violation of any written agreement entered into with the Commissioner;

the Commissioner shall have the power and authority to issue and serve an order upon such institution or company requiring the institution or company to cease and desist from such violation or practice.

(b) Where, in the opinion of the Commissioner, extraordinary circumstances make such action necessary and appropriate for the protection of depositors, shareholders or the public, the Commissioner may, by order, restrict the withdrawal of funds from 1 or more financial institutions or financial companies.

(c) Such order may require the officers or directors of the institution or company to take affirmative action to correct any violation or practice.

(d) A cease and desist order issued pursuant to this section shall include a statement of the facts upon which the order is based, and specific activities which the financial institution or financial company must cease, the affirmative acts required of the financial institution or financial company and the effective date of the order. A cease and desist order may be served by any member of the State Bank Commissioner's office who is designated by the Commissioner. Service may be effected by hand delivering the order to the financial institution or financial company at its principal place of business in this State during normal working hours or, with respect to a financial institution or financial company that does not maintain a place of business in this State, by hand delivering the order to the registered agent in this State (or, if there is none, the Secretary of State, as provided in Title 8) and, within 7 days of such delivery, depositing in the United States mails, by registered mail, postage prepaid, a true and attested copy of the order, together with a statement that service is being made pursuant to this section, addressed to such financial institution or financial company at its address as the same appears on the records in the Commissioner's office.

(e) Except as provided in subsection (f) of this section, a cease and desist order shall not become effective in less than 10 days after the order is served. After an order is served, but before its effective date, upon petition of any interested party the Commissioner shall conduct a hearing. At the conclusion of such hearing, the Commissioner may affirm the cease and desist order as originally issued, or he may modify, amend or rescind such order.

(f) Whenever, in the opinion of the Commissioner, the violation or practice set forth in subsection (a) of this section represents an immediate danger or substantial harm to the interests of depositors or shareholders or the public, or where such violation or practice, or the continuation thereof, is likely to cause insolvency or substantial dissipation of the assets or earnings of the institution, the Commissioner may issue a cease and desist order pursuant to subsection (a) of this section which shall become effective upon service thereof, without prior notice or hearing. Upon the application of an interested party, the Commissioner shall afford an opportunity for a hearing to consider rescission of any order issued pursuant to this subsection and any action taken promptly thereafter.

(g) As used in this section, "financial company" and "company" mean any person transacting, conducting or engaged in any business or activity that is subject to licensing, regulation or supervision under this title.

61 Del. Laws, c. 544, § 2; 71 Del. Laws, c. 19, § 7; 73 Del. Laws, c. 247, § 1.;

The Commissioner shall have the power to remove any officer or director of a bank, trust company, building and loan association or building and industrial development corporation subject to supervision by the Commissioner and also to prohibit such person from further participation in any manner in the conduct of the affairs of any financial institution, in accordance with the procedures and subject to the conditions and limitations set forth in this section.

(1) The Commissioner may serve written notice of intent to remove an officer or director from office or to prohibit the officer's or director's further participation in any manner in the conduct of the affairs of any financial institution if, in the opinion of the Commissioner, such officer or director has:

a. Violated a law, rule, regulation or cease and desist order which has become final;

b. Engaged in or participated in any unsafe or unsound practice; or

c. Committed or engaged in any act, omission or practice which constitutes a breach of the officer's or director's fiduciary duties as such officer or director;

and the Commissioner determines that as a result of such action by the officer or director the financial institution has suffered or probably will suffer substantial financial loss or other damage, or that the interests of depositors or shareholders could be seriously prejudiced by reason of such violation, practice or breach of fiduciary duty; provided, however, that such violation, practice or breach of fiduciary duty must be found by the Commissioner to be one involving personal dishonesty on the part of such officer or director. The Commissioner may serve written notice of intent to remove an officer or director from office or to prohibit the officer's or director's further participation in any manner in the conduct of the affairs of any financial institution if, in the opinion of the Commissioner, such officer or director has, by conduct with respect to any other business entity which resulted, or is likely to result, in substantial financial loss or other damage, evidenced his personal dishonesty and unfitness to continue as an officer or director.

(2) The written notice required by paragraph (1) of this section shall set forth the following:

a. A statement of the facts upon which such removal or prohibition is based;

b. The time and place at which a hearing shall be held thereon, which date shall be not less than 30 nor more than 60 days after the service of the notice, unless such officer or director shall request an earlier or later hearing for good cause. The Commissioner shall serve written notice, in accordance with Chapter 101 of Title 29, upon the officer or director involved and copies of such notice shall be served upon the financial institution of which he or she is an officer or director or in the conduct of whose affairs he or she has participated.

(3) If the Commissioner deems it necessary for the protection of the institution or the interests of its depositors or shareholders, such written notice may suspend the officer or director from office or prohibit him from further participation in any manner in the conduct of the affairs of any financial institution.

(4) Any officer or director adversely affected by a suspension or prohibition contained in a written notice pursuant to paragraph (3) of this section may apply to the Court of Chancery in the county where the financial institution of which he or she is an officer or director has its main office for a stay of such suspension or prohibition pending completion of administrative proceedings required under this section. Such court shall have jurisdiction to stay such suspension or prohibition.

(5) The Commissioner shall hold a hearing at the time and place specified by the notice required under paragraph (2) of this section. Unless the officer or director affected shall appear at such hearing, the officer or director shall be deemed to have consented to the issuance of an order for the officer's or director's removal or prohibition. In the event of consent, or if upon the record made at any such hearing the Commissioner shall find that any of the grounds specified in the notice have been established, the Commissioner may issue such orders of suspension or removal from office or prohibition from participation in the conduct of the affairs of any financial institution as the Commissioner may deem appropriate. Notwithstanding any provision to the contrary such orders shall be issued not later than 30 days after the close of the hearing, if any, held pursuant to this section.

(6) Any order issued pursuant to paragraph (5) of this section shall become effective at the expiration of 30 days after service upon the officer or director and the financial institution concerned; provided, however, that an order issued upon consent shall become effective within the time specified therein. In either event, such order shall remain effective and enforceable except to the extent it is stayed, modified, terminated or set aside by action of the Commissioner or a court of competent jurisdiction.

(7) The Commissioner may issue written notice of a suspension or prohibition pursuant to paragraphs (2) and (5) of this section to any officer or director charged in any information, complaint or indictment with commission of or participation in a felony involving dishonesty or breach of trust, pursuant to laws of the State or of the United States. Such suspension or prohibition shall remain in effect until terminated by the Commissioner or until final disposition of such information, complaint or indictment. When a judgment of conviction with respect to such offense is entered against an officer or director, and such judgment is not subject to further appellate review, the Commissioner may issue and serve upon such officer or director an order removing the officer or director from office or prohibiting him or her from further participation in the conduct of the affairs of any financial institution except with the written consent of the Commissioner. Such order shall become effective on service upon the officer or director and the financial institution. A finding of not guilty or other disposition of the charge in this subdivision shall not preclude the Commissioner from instituting proceedings pursuant to this section on the grounds set forth in paragraph (1) of this section.

61 Del. Laws, c. 544, § 3; 70 Del. Laws, c. 186, § 1; 72 Del. Laws, c. 15, § 5; 73 Del. Laws, c. 247, § 2.;

A hearing conducted pursuant to § 136, § 137 or § 143 of this title shall be conducted in accordance with Chapter 101 of Title 29; provided, however, that such a hearing shall be a nonpublic hearing, notwithstanding any statute or rule to the contrary. A nonpublic hearing shall be identical in all respects to a public hearing; provided, however, that the notice of hearing, the transcript, the proposed findings and conclusions of the Commissioner, the findings and conclusions of the Commissioner and other papers which are filed in connection with any hearing shall not be made public.

61 Del. Laws, c. 544, § 4; 68 Del. Laws, c. 303, § 7.;

(a) Orders issued by the Commissioner pursuant to §§ 136 and 137 of this title shall be enforced by the Court of Chancery, subject to the following conditions and limitations:

(1) Any person aggrieved and directly affected by an order of the Commissioner issued pursuant to §§ 136 and 137 of this title may appeal to the Court of Chancery within 30 days after the issuance of such order;

(2) The filing of an appeal shall not stay the enforcement of an order, but the Court may order a stay on such terms as it deems proper;

(3) The Court may affirm, modify, terminate or set aside, in whole or in part, the order of the Commissioner if such order was issued pursuant to an invalid statute or regulation, in excess of statutory authority or if such order was not supported by substantial evidence in the record;

(4) The judgment and decrees of the Court shall be final, except that it shall be subject to review by the Supreme Court.

(b) No person shall be subjected to any civil or criminal liability for any act or omission to act in good faith in reliance upon a subsisting order, regulation or definition of the Commissioner, notwithstanding a subsequent decision by any court invalidating the order, regulation or definition.

61 Del. Laws, c. 544, § 5.;

In connection with any proceeding under this chapter involving a financial institution under the concurrent supervision of a federal agency and the Commissioner, the Commissioner shall provide the appropriate federal agency with notice of any such proceedings and the grounds therefor. Such proceeding may then be continued jointly or by either the federal agency or the Commissioner. Failure of the Commissioner to give such notice shall not constitute a ground for attacking the validity of the order.

61 Del. Laws, c. 544, § 6.;

(a) All records of financial institutions and of federally chartered financial institutions, insofar as this section does not contravene paramount federal law, shall be retained for such minimum periods as the Commissioner may prescribe.

(b) The Commissioner shall from time to time issue regulations classifying all records kept by these institutions and prescribing the minimum period for which these records shall be retained. The periods may be permanent or for a lesser term. Such regulations may be amended or repealed from time to time. The regulations shall be promulgated as provided for in Chapter 101 of Title 29.

(c) In issuing the regulations required by subsection (b) of this section, the Commissioner shall consider:

(1) Court and administrative proceedings in which the production of these records might be necessary or desirable;

(2) State and federal statutes of limitation applicable to such proceedings;

(3) Availability of information from other sources; and

(4) Such other matters as the Commissioner shall deem pertinent in order that the regulations will require retention of records for such reasonable period as is commensurate with the interests of customers, depositors, stockholders and the peoples of the State in having such records available.

(d) The Commissioner shall additionally prescribe the substitution of reproductions for the originals to cover the periods for which such records shall be retained.

(e) Institutions may at their option dispose of any record which has been retained for the minimum period prescribed by the Commissioner.

61 Del. Laws, c. 360, § 1.;

The Commissioner's authority to subpoena witnesses and documents outside the State shall exist to the maximum extent permissible under federal constitutional law.

68 Del. Laws, c. 303, § 8.;

(a)(1) Notwithstanding any other provisions of this title, the Commissioner may, if the Commissioner finds that any financial institution or financial company has violated any provision of this title or any regulation implementing said title:

a. Issue a notice of violation; and

b. Require the violator to take affirmative action to correct the violation.

(2) If a violator fails to take the affirmative action required under subparagraph (1)b. of this subsection, the Commissioner may impose a civil penalty in an amount that is appropriate in view of the facts and circumstances surrounding the violation for each violation from which the violator failed to cease and desist or for which the violator failed to take affirmative action to correct.

(b) In determining the amount of the financial penalty to be imposed under subsection (a) of this section, the Commissioner shall consider the following:

(1) The seriousness of the violation;

(2) The good faith of the violator;

(3) The violator's history of previous violations;

(4) The deleterious effect of the violation on the public and banking industry;

(5) The assets and overall financial condition of the violator; and

(6) Any other factors relevant to the determination of the financial penalty.

(c) In no event shall the penalty exceed $50,000 per violation.

(d) Notice of a civil penalty imposed pursuant to this section shall include a statement of facts upon which the civil penalty is based. A notice of civil penalty may be served by any member of the Commissioner's office who is designated by the Commissioner. Service may be effected by hand delivering the notice of civil penalty to the financial institution or financial company at its principal place of business in this State during normal working hours or, with respect to a financial institution or financial company that does not maintain a place of business in this State, by hand delivering the notice of civil penalty to the registered agent in this State (or, if there is none, the Secretary of State, as provided in Title 8) and, within 7 days of such delivery, depositing in the United States mails, by registered mail, postage prepaid, a true and attested copy of the notice, together with a statement that service is being made pursuant to this section, addressed to such financial institution or financial company at its address as the same appears on the records in the Commissioner's office.

(e) A civil penalty shall not become effective in less than 10 days after the notice of civil penalty is served. After notice of a civil penalty is served, but before its effective date, upon petition of any interested party, the Commissioner shall conduct a hearing. At the conclusion of such hearing, the Commissioner may affirm the civil penalty as originally issued, or the Commissioner may modify, amend or rescind such civil penalty.

(f) Any financial penalty imposed pursuant to this section may be in addition to any other action or remedy available to the Commissioner or any penalty, fine or sentence ordered by a court in any civil or criminal proceeding.

(g) Any penalty that may be imposed by the Commissioner shall be paid to the State Treasurer for deposit in the General Fund.

(h) As used in this section, "financial company" means any person transacting, conducting or engaged in any business or activity that is subject to licensing, regulation or supervision under this title.

68 Del. Laws, c. 303, § 9; 70 Del. Laws, c. 186, § 1; 71 Del. Laws, c. 19, § 8; 73 Del. Laws, c. 247, § 3.;

No financial institution established under this title shall have or use the word "savings" in its title or name, except for a savings bank established under Chapter 16 of this title, nor shall any financial institution established, licensed or authorized to transact business under this title which is not a bank and trust company, a limited purpose trust company or a trust company have or use the word "trust" in its title or name, unless it, or an affiliate of such entity, is a regulated trust institution under the laws of this or any other state.

70 Del. Laws, c. 6, § 1; 71 Del. Laws, c. 25, § 4; 73 Del. Laws, c. 247, § 4.;

(a) For purposes of this section, the following definitions shall apply:

(1) "Confidential supervisory information" means any of the following information, or any portion of any such information, other than any ordinary business record, which is treated as, or considered to be, confidential information by the Commissioner, regardless of the medium in which the information is conveyed or stored:

a. Any report of examination and any information prepared or collected by the Commissioner or the Commissioner's designee in connection with the supervisory process, including any computer file, work paper or similar document.

b. Any correspondence or communication from the Commissioner or the Commissioner's designee to a financial institution as part of an examination or otherwise in connection with the supervisory process.

c. Any correspondence, communication or document, including any compliance and other reports, created by a financial institution in response to any request, inquiry or directive from the Commissioner or the Commissioner's designee in connection with any examination or other supervisory process and provided to the Commissioner or the Commissioner's designee.

d. Any record of the Commissioner, to the extent it contains information derived from any report, correspondence, communication or other information described above in subparagraph a., b. or c. of this paragraph.

(2) "Ordinary business record" means any book or record in the possession of the financial institution routinely prepared by the financial institution and maintained in the ordinary course of business or any information required to be made publicly available by any law or regulation of this State or of the United States.

(3) "Supervisory process" means any activity engaged in by the Commissioner or the Commissioner's designee to carry out the official responsibilities of the Commissioner with regard to the regulation or supervision of financial institutions.

(b) All confidential supervisory information shall be the property of the Commissioner and shall be privileged and protected from disclosure to any other person and shall not be discoverable or admissible into evidence in any civil action; provided, however, that the Commissioner may waive, in whole or in part, in the discretion of the Commissioner, any privilege established under this section, except as otherwise provided in § 125 of this title.

(c) No person in possession of confidential supervisory information may disclose such information, in whole or in part, without the prior authorization of the Commissioner, except for a disclosure made in published statistical material that does not disclose, either directly or when used in conjunction with publicly available information, the affairs of any person.

(d) The Commissioner may require any person in possession of confidential supervisory information to notify the Commissioner whenever the person is served with a subpoena, order, discovery request or other judicial or administrative process requiring the personal attendance of such person as a witness or requiring the production of such information in any proceeding.

(e) In any proceeding in this State in which a person seeks to compel production or disclosure by any person of any information or document prepared or collected by any bank regulatory or supervisory authority that would, had it been prepared or collected by or on behalf of the Commissioner, be confidential supervisory information for purposes of this section, such information or document shall be privileged to the same extent that confidential supervisory information is privileged in accordance with this section.

(f) The submission by a financial institution of any information to the Commissioner for any purpose in the course of the supervisory process shall not be construed as waiving, destroying or otherwise affecting any privilege such institution may claim with respect to such information.

(g) A person seeking discovery or disclosure, in whole or in part, of confidential supervisory information may not seek to obtain such information through subpoena, discovery procedures or other process from any person, except that such information may be sought in accordance with this section from the Commissioner, who shall determine in accordance with the standard established in § 125 of this title and within a reasonable period of time whether to disclose such information.

(h) Notwithstanding any other provision of this section or § 125 of this title, the Commissioner, without waiving any privilege, may authorize access to confidential supervisory information for any appropriate governmental, law enforcement or public purpose, as determined by the Commissioner.

72 Del. Laws, c. 286, § 1.;