California Code, Financial Code - FIN § 4908.06

(a) That the shareholders' equity of the surviving depository corporation will be adequate and that the financial condition of the surviving depository corporation will be satisfactory.

(b) That the directors and executive officers of the surviving depository corporation will be satisfactory.

(c) That the surviving depository corporation will afford reasonable promise of successful operation and that it is reasonable to believe that the surviving depository corporation will be operated in a safe and sound manner and in compliance with all applicable laws.

(d) That the merger will be fair, just, and equitable.  For purposes of this subdivision, in the case of any term of the merger that has been determined by agreement between the disappearing depository corporation and the surviving depository corporation in an arm's-length transaction, the commissioner shall find that the term is fair, just, and equitable to the disappearing depository corporation and the surviving depository corporation.

If the commissioner finds otherwise, the commissioner shall deny the application for approval of the merger.