The Maryland Attorney General yesterday issued a ruling on the proposed takeover of Financial General Bankshares and added another layer of confusion to the year-long struggle for control of the Washington bank holding company.
"A Maryland financial institution is not subject to an unfriendly affiliation," ruled Stephen H Sachs, the state's newly installed chief legal officer.
Lawyers for Finanical General hailed the decision as a virtual barrier to the takeover, saying Sachcs' decision means not only that the takeover is illegal under Mayland law, but also that it cannot be approved by the Federal Reserve Board.
The other side disagreed, however, "We do not consider this to be a major obstacle to the proposed transaction," retorted Robert Atlman, the attorney representing the group of Middle Eastern investors who want to buy control of Financial General.
The investors have applied to the Federal Reserve Board for permission to from their own bank holding company and make a public tender offer for the stock of Financial General.
In connection with the application to the Federal Reserve, the Maryland banking department was asked its opinion of the takeover. State banking regulators in turn asked the attorney general to interpret a state law which says a bank takeover can be approved only at the request of the bank.
Sachs' ruling basically upheld that provision of the law, apparently ruling out any unsoliciated takeover of a Maryland bank.
But Altman said his clients "strongly disagree with the interpretation the attorney general has reached," saying Sachcs' ruling "raises very serious questions about the constitutionality" of the state law. Federal courts have struck down state anti-takeover laws that are far less sweeping that the Maryland law, he said.
Altman said plans for the tender offer will go ahead, while his clients consider how to deal with the Maryland attorney general's ruling.