§ 215a-2. — Expedited procedures for certain reorganizations.
[Laws in effect as of January 24, 2002]
[Document not affected by Public Laws enacted between
January 24, 2002 and December 19, 2002]
[CITE: 12USC215a-2]
TITLE 12--BANKS AND BANKING
CHAPTER 2--NATIONAL BANKS
SUBCHAPTER XVI--CONSOLIDATION AND MERGER
Sec. 215a-2. Expedited procedures for certain reorganizations
(a) In general
A national bank may, with the approval of the Comptroller, pursuant
to rules and regulations promulgated by the Comptroller, and upon the
affirmative vote of the shareholders of such bank owning at least two-
thirds of its capital stock outstanding, reorganize so as to become a
subsidiary of a bank holding company or of a company that will, upon
consummation of such reorganization, become a bank holding company.
(b) Reorganization plan
A reorganization authorized under subsection (a) of this section
shall be carried out in accordance with a reorganization plan that--
(1) specifies the manner in which the reorganization shall be
carried out;
(2) is approved by a majority of the entire board of directors
of the national bank;
(3) specifies--
(A) the amount of cash or securities of the bank holding
company, or both, or other consideration to be paid to the
shareholders of the reorganizing bank in exchange for their
shares of stock of the bank;
(B) the date as of which the rights of each shareholder to
participate in such exchange will be determined; and
(C) the manner in which the exchange will be carried out;
and
(4) is submitted to the shareholders of the reorganizing bank at
a meeting to be held on the call of the directors in accordance with
the procedures prescribed in connection with a merger of a national
bank under section 215a of this title.
(c) Rights of dissenting shareholders
If, pursuant to this section, a reorganization plan has been
approved by the shareholders and the Comptroller, any shareholder of the
bank who has voted against the reorganization at the meeting referred to
in subsection (b)(4) of this section, or has given notice in writing at
or prior to that meeting to the presiding officer that the shareholder
dissents from the reorganization plan, shall be entitled to receive the
value of his or her shares, as provided by section 215a of this title
for the merger of a national bank.
(d) Effect of reorganization
The corporate existence of a national bank that reorganizes in
accordance with this section shall not be deemed to have been affected
in any way by reason of such reorganization.
(e) Approval under the Bank Holding Company Act
This section does not affect in any way the applicability of the
Bank Holding Company Act of 1956 [12 U.S.C. 1841 et seq.] to a
transaction described in subsection (a) of this section.
(Nov. 7, 1918, ch. 209, Sec. 5, as added Pub. L. 106-569, title XII,
Sec. 1204(2), Dec. 27, 2000, 114 Stat. 3033.)
References in Text
The Bank Holding Company Act of 1956, referred to in subsec. (e), is
act May 9, 1956, ch. 240, 70 Stat. 133, as amended, which is classified
principally to chapter 17 (Sec. 1841 et seq.) of this title. For
complete classification of this Act to the Code, see Short Title note
set out under section 1841 of this title and Tables.
