(a) The board of a trust company, with the department's approval, may cause a trust company to sell all or substantially all of its assets, including the right to control accounts established with the trust company for trust assets, without shareholder approval if the department finds

1. (1) the interests of the trust company's creditors and depositors and other customers are not jeopardized because of an unsafe or unsound condition of the trust company;
2. (2) the sale is in the best interest of the trust company's creditors and depositors and other customers; and
3. (3) the Federal Deposit Insurance Corporation or its successor approves the transaction unless the deposits of the trust company are not insured by the Federal Deposit Insurance Corporation or its successor.

(b) A sale under this section must include an assumption and promise by the purchaser to pay or otherwise discharge

1. (1) all of the trust company's liabilities to customers;
2. (2) all of the trust company's liabilities for the salaries of the trust company's employees incurred before the date of the sale;
3. (3) the obligations incurred by the department arising out of the supervision or sale of the trust company; and
4. (4) the fees and any other payment due to the department under this chapter and assessments due to the department under AS 06.01.010.