(205 ILCS 620/3-1) (from Ch. 17, par. 1553-1)
Sec. 3-1. Merger. The merger procedure required of a trust company where there is to be a resulting trust company by consolidation or merger shall be:
(1) The board of directors of each party to the merger shall, by a majority of the entire board, approve a merger agreement which shall contain:
(a) The name of each party to the merger and its
location and a list of each merging party's stockholders as of the date of the merger agreement;
(b) With respect to the resulting trust company (i)
its name and place of business; (ii) the amount of capital, surplus and reserve for operating expenses; (iii) the classes and the number of shares of stock and the par value of each share; (iv) the designation of the continuing trust company and the charter which is to be the charter of the resulting trust company, together with the amendments to the continuing charter and to the continuing by-laws; and (v) a detailed financial statement showing the assets and liabilities after the proposed merger or consolidation;
(c) Provisions stating the method, terms and
conditions of carrying the merger into effect, including the manner of converting the shares of the merging parties into the cash, shares of stock or other securities of any corporation or other property, or any combination of the foregoing, stated in the merger agreement as to be received by the stockholders of each merging party;
(d) A statement that the agreement is subject to
approval by the Commissioner and by the stockholders of each party to the merger and that whether approved or disapproved, the parties to the merger will pay the Commissioner's expenses of examination;
(e) Provisions governing the manner of disposing of
the shares of the resulting trust company not taken by the dissenting stockholders of the parties to the merger; and
(f) Such other provisions as the Commissioner may
reasonably require to enable him to discharge his duties with respect to the merger.
(2) After approval by the board of directors of each party to the merger, the merger agreement shall be submitted to the Commissioner for approval, together with certified copies of the authorizing resolutions of each board of directors showing approval by a majority of the entire board of each party to the merger.
(3) After receipt by the Commissioner of the papers specified in paragraph (2), he shall approve or disapprove the merger agreement. The Commissioner shall not approve the merger agreement unless he shall be of the opinion and shall find:
(a) That the resulting trust company meets the
requirements of this Act for the formation of a new trust company at the proposed place of business of the resulting trust company;
(b) That the same matters exist in respect of the
resulting trust company which would have been required under Section 2-6 of this Act for the organization of a new trust company.
If the Commissioner disapproves an agreement, he shall state his objection and give an opportunity to the parties to the merger to amend the merger agreement to obviate such objections.
(Source: P.A. 92-483, eff. 8-23-01.)
Last modified: February 18, 2015