The rights of shareholders of a national bank dissenting from the conversion, merger or consolidation of the bank shall be governed exclusively by the applicable laws of Congress.
A shareholder of a state bank who votes against the conversion, merger or consolidation of that state bank with or to a national bank, or who has given notice in writing to the bank at or prior to such meeting that he dissents from the conversion, merger or consolidation shall be entitled to receive in cash the value of the shares held by him, if and when the conversion, merger or consolidation is consummated, upon written request made to the resulting national bank at any time before 30 days after the date of consummation of such conversion, merger or consolidation, accompanied by the surrender of his stock certificates. The value of such shares shall be determined as of the date on which the shareholders meeting was held authorizing the conversion, merger or consolidation by a committee of three persons, one to be selected by unanimous vote of the dissenting shareholders entitled to receive the value of their shares, one by the directors of the resulting national bank and the third by the two so chosen. The valuation agreed upon by any two of three appraisers thus chosen shall govern; but, if the value so fixed shall not be satisfactory to any dissenting shareholder who has requested payment as provided herein, such shareholder may within five days after being notified of the appraised value of his shares appeal to the superintendent, who shall cause a reappraisal to be made, which shall be final and binding as to the value of the shares of the appellant.
If within 90 days from the date of consummation of the conversion, merger or consolidation, 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 superintendent 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 superintendent in making the reappraisal, or the appraisal as the case may be, shall be paid by the resulting national bank.
The plan of conversion, merger or consolidation, shall provide the manner of disposing of the shares of the resulting national bank not taken by the dissenting shareholders of the state bank.
Last modified: May 3, 2021