§412:3-610 Effect of conversion, merger, or consolidation. (a) A Hawaii financial institution or federal financial institution resulting from a conversion, merger, or consolidation pursuant to this part continues the corporate entities of each converting or participating institution and shall be deemed to be continuing the same business of each converting or participating institution carried on prior to the conversion, merger, or consolidation with all of the property, rights, powers, and duties of each converting or participating institution, except as affected by the law of this State in the case of a resulting Hawaii financial institution or by federal law in the case of a resulting federal financial institution, and by the articles of incorporation, charter, and bylaws of the resulting institution. No assignment, deed, conveyance, or other instrument of transfer need be executed in order for the resulting institution to maintain the title, rights, and powers held by the converting or participating institutions. The rights of any creditor or obligee of a converting or participating institution prior to any conversion, merger, or consolidation shall not be affected by such conversion, merger, or consolidation.
(b) A resulting institution shall have the right to use the names of the converting or participating institutions for all legal purposes, including the recordation and filing of documents pursuant to chapters 501 and 502, whenever it can do any act under that name more conveniently. Any reference to a converting or participating institution in any writing, whether executed or taking effect before or after the conversion, merger, or consolidation, shall be deemed a reference to the resulting institution if not inconsistent with the other provisions of the writing. Provided, however, that the resulting institution shall not use a name in its signage, advertising, or other promotional materials in a manner that suggests or might tend to lead others into believing that it is a different type of financial institution.
(c) Except to the extent inconsistent with this part or in contravention of federal law, sections 414-315(b) and 414-316 shall be applicable to any merger or consolidation under this part.
(d) If a converting or participating institution is a trust company or a bank that is authorized to do a trust business, the resulting institution, by operation of law and without further court order, transfer, substitution, act, or deed shall succeed to the rights, properties, assets, investments, deposits, demands, agreements, and trusts of the converting or participating institutions under all trusts, personal representations, executorships, administrations, guardianships, agencies, and all other fiduciary or representative capacities as though the resulting institution had originally assumed the same and shall succeed to and be entitled to take and execute the appointment to all trusteeships, personal representations, executorships, guardianships, conservatorships, and other fiduciary and representative capacities to which the converting or participating institution may be named or is thereafter named in wills, whether probated before or after the conversion, merger, or consolidation, or to which it is or may be named or appointed by any other instrument. [L 1993, c 350, pt of §1; am L 2002, c 40, §26; am L 2006, c 228, §28]
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