Consolidation, conversion or merger of state bank with national bank: Minimum vote required; approval by Commissioner; applicable law; determination of value of shares or interests for dissenting stockholders.
1. A state bank may, with the approval of the Commissioner, consolidate, convert into or merge with a national bank upon the vote of the holders of not less than two-thirds of each class of voting stock of, or of the members’ interests in, the state bank.
2. The Commissioner shall not approve any consolidation, conversion or merger under this section which would:
(a) Result in a monopoly or which would further any attempt to monopolize the business of banking in this state; or
(b) Substantially lessen competition or be in restraint of trade, unless the Commissioner finds that the anticompetitive effects of the proposed transaction are clearly outweighed by the probable success of the transaction in meeting the needs of the community to be served.
Ê In every case, the Commissioner shall consider the financial and managerial resources and the future prospects of the company or companies and the banks concerned, and the convenience and the needs of the community to be served.
3. Except as otherwise provided in subsection 5, the rights and liabilities of a state bank which consolidates, converts into or merges with a national bank, and the rights and liabilities of the stockholders or members of the state bank, are the same as the rights and liabilities prescribed by the law of the United States for national banks and their stockholders or members at the time of the consolidation, conversion or merger.
4. Upon consolidation, conversion or merger, the resulting national bank becomes the same business as each consolidating, converting or merging bank, with all the property rights, power and duties of each consolidating, converting or merging bank, except as affected by the law of the United States and by the charter and bylaws of the resulting bank. Any reference to a consolidating, converting or merging bank in any writing, whether executed or which takes effect before or after the consolidation, conversion or merger, is applicable to the resulting bank if not inconsistent with the other provisions of that writing.
5. The holders of shares of the stock of, or members’ interests in, a state bank which were voted against a consolidation or merger into a national bank are entitled to receive their value in cash, if and when the consolidation or merger becomes effective, upon written demand made to the resulting national bank at any time within 30 days after the effective date of the consolidation or merger, accompanied by the surrender of any stock certificate or certificates. The value of the shares or interests must be determined, as of the date of the meeting of the stockholders or members approving the consolidation or merger, by three appraisers to be selected as follows:
(a) One by the owners of two-thirds of the dissenting shares or interests involved;
(b) One by the board of directors of the resulting national bank; and
(c) One by the appraisers chosen pursuant to paragraphs (a) and (b).
Ê The valuation agreed upon by any two appraisers governs. If the appraisal is not completed within 90 days after the consolidation or merger becomes effective, the Comptroller of the Currency shall cause an appraisal to be made.
6. The amount fixed as the value of the shares of stock of, or members’ interests in, the consolidating or merging bank at the time of the meeting of the stockholders or members approving the consolidation or merger, and the amount fixed by the appraisal as provided by subsection 5, where the fixed value is not accepted, constitute a debt of the resulting national bank.
7. Upon the completion of the consolidation, conversion or merger, the license to operate as a state bank automatically terminates.
Last modified: February 26, 2006