12 U.S.C. § 215a : US Code - Section 215A: Merger of national banks or State banks into national banks

Search 12 U.S.C. § 215a : US Code - Section 215A: Merger of national banks or State banks into national banks

(a) Approval of Comptroller, board and shareholders; merger
agreement; notice; capital stock; liability of receiving
association
One or more national banking associations or one or more State
banks, with the approval of the Comptroller, under an agreement not
inconsistent with this subchapter, may merge into a national
banking association located within the same State, under the
charter of the receiving association. The merger agreement shall -
(1) be agreed upon in writing by a majority of the board of
directors of each association or State bank participating in the
plan of merger;
(2) be ratified and confirmed by the affirmative vote of the
shareholders of each such association or State bank owning at
least two-thirds of its capital stock outstanding, or by a
greater proportion of such capital stock in the case of a State
bank if the laws of the State where it is organized so require,
at a meeting to be held on the call of the directors, after
publishing notice of the time, place, and object of the meeting
for four consecutive weeks in a newspaper of general circulation
published in the place where the association or State bank is
located, or, if there is no such newspaper, then in the newspaper
of general circulation published nearest thereto, and after
sending such notice to each shareholder of record by certified or
registered mail at least ten days prior to the meeting, except to
those shareholders who specifically waive notice, but any
additional notice shall be given to the shareholders of such
State bank which may be required by the laws of the State where
it is organized. Publication of notice may be waived, in cases
where the Comptroller determines that an emergency exists
justifying such waiver, by unanimous action of the shareholders
of the association or State banks;
(3) specify the amount of the capital stock of the receiving
association, which shall not be less than that required under
existing law for the organization of a national bank in the place
in which it is located and which will be outstanding upon
completion of the merger, the amount of stock (if any) to be
allocated, and cash (if any) to be paid, to the shareholders of
the association or State bank being merged into the receiving
association; and
(4) provide that the receiving association shall be liable for
all liabilities of the association or State bank being merged
into the receiving association.
(b) Dissenting shareholders
If a merger shall be voted for at the called meetings by the
necessary majorities of the shareholders of each association or
State bank participating in the plan of merger, and thereafter the
merger shall be approved by the Comptroller, any shareholder of any
association or State bank to be merged into the receiving
association who has voted against such merger at the meeting of the
association or bank of which he is a stockholder, or has given
notice in writing at or prior to such meeting to the presiding
officer that he dissents from the plan of merger, shall be entitled
to receive the value of the share so held by him when such merger
shall be approved by the Comptroller upon written request made to
the receiving association at any time before thirty days after the
date of consummation of the merger, accompanied by the surrender of
his stock certificates.
(c) Valuation of shares
The value of the shares of any dissenting shareholder shall be
ascertained, as of the effective date of the merger, by an
appraisal made by a committee of three persons, composed of (1) one
selected by the vote of the holders of the majority of the stock,
the owners of which are entitled to payment in cash; (2) one
selected by the directors of the receiving association; and (3) one
selected by the two so selected. The valuation agreed upon by any
two of the three appraisers shall govern. If the value so fixed
shall not be satisfactory to any dissenting shareholder who has
requested payment, that shareholder may, within five days after
being notified of the appraised value of his shares, appeal to the
Comptroller, who shall cause a reappraisal to be made which shall
be final and binding as to the value of the shares of the
appellant.
(d) Application to shareholders of merging associations: appraisal
by Comptroller; expenses of receiving association; sale and
resale of shares; State appraisal and merger law
If, within ninety days from the date of consummation of the
merger, for any reason one or more of the appraisers is not
selected as herein provided, or the appraisers fail to determine
the value of such shares, the Comptroller shall upon written
request of any interested party cause an appraisal to be made which
shall be final and binding on all parties. The expenses of the
Comptroller in making the reappraisal or the appraisal, as the case
may be, shall be paid by the receiving association. The value of
the shares ascertained shall be promptly paid to the dissenting
shareholders by the receiving association. The shares of stock of
the receiving association which would have been delivered to such
dissenting shareholders had they not requested payment shall be
sold by the receiving association at an advertised public auction,
and the receiving association shall have the right to purchase any
of such shares at such public auction, if it is the highest bidder
therefor, for the purpose of reselling such shares within thirty
days thereafter to such person or persons and at such price not
less than par as its board of directors by resolution may
determine. If the shares are sold at public auction at a price
greater than the amount paid to the dissenting shareholders, the
excess in such sale price shall be paid to such dissenting
shareholders. The appraisal of such shares of stock in any State
bank shall be determined in the manner prescribed by the law of the
State in such cases, rather than as provided in this section, if
such provision is made in the State law; and no such merger shall
be in contravention of the law of the State under which such bank
is incorporated. The provisions of this subsection shall apply only
to shareholders of (and stock owned by them in) a bank or
association being merged into the receiving association.
(e) Status of receiving association; property rights and interests
vested and held as fiduciary
The corporate existence of each of the merging banks or banking
associations participating in such merger shall be merged into and
continued in the receiving association and such receiving
association shall be deemed to be the same corporation as each bank
or banking association participating in the merger. All rights,
franchises, and interests of the individual merging banks or
banking associations in and to every type of property (real,
personal, and mixed) and choses in action shall be transferred to
and vested in the receiving association by virtue of such merger
without any deed or other transfer. The receiving association, upon
the merger and without any order or other action on the part of any
court or otherwise, shall hold and enjoy all rights of property,
franchises, and interests, including appointments, designations,
and nominations, and all other rights and interests as trustee,
executor, administrator, registrar of stocks and bonds, guardian of
estates, assignee, receiver and committee of estates of lunatics,
and in every other fiduciary capacity, in the same manner and to
the same extent as such rights, franchises, and interests were held
or enjoyed by any one of the merging banks or banking associations
at the time of the merger, subject to the conditions hereinafter
provided.
(f) Removal as fiduciary; discrimination
Where any merging bank or banking association, at the time of the
merger, was acting under appointment of any court as trustee,
executor, administrator, registrar of stocks and bonds, guardian of
estates, assignee, receiver, or committee of estates of lunatics,
or in any other fiduciary capacity, the receiving association shall
be subject to removal by a court of competent jurisdiction in the
same manner and to the same extent as was such merging bank or
banking association prior to the merger. Nothing contained in this
section shall be considered to impair in any manner the right of
any court to remove the receiving association and to appoint in
lieu thereof a substitute trustee, executor, or other fiduciary,
except that such right shall not be exercised in such a manner as
to discriminate against national banking associations, nor shall
any receiving association be removed solely because of the fact
that it is a national banking association.
(g) Issuance of stock by receiving association; preemptive rights
Stock of the receiving association may be issued as provided by
the terms of the merger agreement, free from any preemptive rights
of the shareholders of the respective merging banks.