§ 17101. General provisions on mergers, share exchanges, consolidations, and acquisitions
(a) The provisions of this chapter and Titles 11 and 11A govern mergers, consolidations,
acquisition of assets, or assumption of liabilities undertaken by financial institutions
subject to the laws of this State. References in this chapter to mergers shall be
deemed to include share exchanges, as applicable in the circumstances.
(b) Commissioner’s approval. Following approval by a majority vote of the governing body of each participating
institution, unless a higher percentage is required by either institution’s organizational
documents, the plan of merger, consolidation, acquisition, or assumption, together
with certified copies of the authorizing resolutions adopted by the governing body
of each participating institution, shall be forwarded to the Commissioner for approval
pursuant to chapter 201, subchapter 7 of this title; provided, however, the approval
of the Commissioner shall not be required for any transaction in which the resulting
institution will be a national financial institution. If the Commissioner disapproves
the plan, the Commissioner shall state the reasons for the disapproval in writing
and furnish them to the participating institutions. The institutions shall be given
an opportunity to amend the plan to eliminate the reasons for disapproval.
(c) Vote of investors or mutual voters. The plan of merger or consolidation, as approved by the Commissioner, shall be submitted
to the investors or mutual voters of the participating institutions for their approval
at an annual meeting or at a special meeting called for that purpose in the following
manner:
(1) Unless a greater percentage is required by the organizational documents of either
financial institution, the plan of merger, consolidation, acquisition, or assumption
must be approved by the investors or mutual voters by each voting group entitled to
vote separately on the plan by a majority of all votes entitled to be cast on the
plan by that voting group at the meeting called for this purpose. The vote constitutes
the adoption of the organizational documents of the resulting institution, including
amendments, contained in the merger, or consolidation agreement.
(2) The rights of investors dissenting to the merger or consolidation are those specified
in Title 11 or 11A, depending upon the organizational form of the institution. To
the extent that dissenters’ rights are not addressed in Title 11 or 11A or these rights
are less beneficial to the dissenting investors than those rights listed in the institution’s
organizational documents, the organizational documents govern.
(3) The rights of dissenting investors in a national financial institution shall be governed
by federal law.
(d) Executed plan; certificate; effective date. The following provisions apply to the executed plan, certificate, and effective date.
(1) Upon approval by the investors or mutual voters of the participating institutions,
an executive officer and the secretary of each institution shall submit the executed
plan of merger or consolidation to the Commissioner, together with the certified record
of the vote of the investors or mutual voters approving it, each certified by these
officers.
(2) Upon receipt of the items in subdivision (1) of this subsection and evidence that
the participating institutions have complied with all applicable federal law and regulations,
the Commissioner shall issue to the resulting institution a certificate specifying
the name of each participating institution and the name of the resulting institution.
The resulting institution shall file a copy of the certificate with the Secretary
of State for record. This certificate is conclusive evidence of the merger or consolidation
and of the correctness of all proceedings relating to the merger or consolidation
in all courts and places. The certificate may be filed in any land records office
to evidence the new name in which property of the participating institutions is to
be held.
(3) Unless a later date is specified in the certificate, the merger or consolidation is
effective upon filing of the certificate as provided in subdivision (2) of this subsection
and the authority of all but the resulting institution shall terminate automatically
upon filing. The Commissioner may file or order any financial institution to file
conforming documents with the Secretary of State.
(4) Any plan of merger or consolidation may contain a provision that, notwithstanding
approval of the investors, mutual voters or the Commissioner, the plan may be abandoned
at any time prior to the effective date of the merger or consolidation by the governing
body of any participating institution either at the absolute discretion of the governing
body or upon the occurrence of any stated condition.
(e) Chapter 208 of this title applies to mergers, consolidations, and acquisitions made
pursuant to this chapter.
(f) Authority of expedited mergers and consolidations. Notwithstanding any other provision of law, or any organizational document of any
participating institution, following approval of the plan of merger or consolidation
by a majority vote of the governing body of each participating institution and receipt
by the Commissioner of certified copies of the authorizing resolutions adopted by
the governing body of each participating institution, the Commissioner may order that
the merger of the consolidation become effective immediately if the Commissioner believes
that the action is necessary for the protection of depositors or the public. (Added 1999, No. 153 (Adj. Sess.), § 2, eff. Jan. 1, 2001.)