§ 215a. — Merger of national banks or State banks into national banks.
[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]
TITLE 12--BANKS AND BANKING
CHAPTER 2--NATIONAL BANKS
SUBCHAPTER XVI--CONSOLIDATION AND MERGER
Sec. 215a. Merger of national banks or State banks into national
banks
(a) Approval of Comptroller, board and shareholders; merger agreement;
notice; capital stock; liability of receiving association
One or more national banking associations or one or more State
banks, with the approval of the Comptroller, under an agreement not
inconsistent with this subchapter, may merge into a national banking
association located within the same State, under the charter of the
receiving association. The merger agreement shall--
(1) be agreed upon in writing by a majority of the board of
directors of each association or State bank participating in the
plan of merger;
(2) be ratified and confirmed by the affirmative vote of the
shareholders of each such association or State bank owning at least
two-thirds of its capital stock outstanding, or by a greater
proportion of such capital stock in the case of a State bank if the
laws of the State where it is organized so require, at a meeting to
be held on the call of the directors, after publishing notice of the
time, place, and object of the meeting for four consecutive weeks in
a newspaper of general circulation published in the place where the
association or State bank is located, or, if there is no such
newspaper, then in the newspaper of general circulation published
nearest thereto, and after sending such notice to each shareholder
of record by certified or registered mail at least ten days prior to
the meeting, except to those shareholders who specifically waive
notice, but any additional notice shall be given to the shareholders
of such State bank which may be required by the laws of the State
where it is organized. Publication of notice may be waived, in cases
where the Comptroller determines that an emergency exists justifying
such waiver, by unanimous action of the shareholders of the
association or State banks;
(3) specify the amount of the capital stock of the receiving
association, which shall not be less than that required under
existing law for the organization of a national bank in the place in
which it is located and which will be outstanding upon completion of
the merger, the amount of stock (if any) to be allocated, and cash
(if any) to be paid, to the shareholders of the association or State
bank being merged into the receiving association; and
(4) provide that the receiving association shall be liable for
all liabilities of the association or State bank being merged into
the receiving association.
(b) Dissenting shareholders
If a merger shall be voted for at the called meetings by the
necessary majorities of the shareholders of each association or State
bank participating in the plan of merger, and thereafter the merger
shall be approved by the Comptroller, any shareholder of any association
or State bank to be merged into the receiving association who has voted
against such merger at the meeting of the association or bank of which
he is a stockholder, or has given notice in writing at or prior to such
meeting to the presiding officer that he dissents from the plan of
merger, shall be entitled to receive the value of the share so held by
him when such merger shall be approved by the Comptroller upon written
request made to the receiving association at any time before thirty days
after the date of consummation of the merger, accompanied by the
surrender of his stock certificates.
(c) Valuation of shares
The value of the shares of any dissenting shareholder shall be
ascertained, as of the effective date of the merger, by an appraisal
made by a committee of three persons, composed of (1) one selected by
the vote of the holders of the majority of the stock, the owners of
which are entitled to payment in cash; (2) one selected by the directors
of the receiving association; and (3) one selected by the two so
selected. The valuation agreed upon by any two of the three appraisers
shall govern. If the value so fixed shall not be satisfactory to any
dissenting shareholder who has requested payment, that shareholder may,
within five days after being notified of the appraised value of his
shares, appeal to the Comptroller, who shall cause a reappraisal to be
made which shall be final and binding as to the value of the shares of
the appellant.
(d) Application to shareholders of merging associations: appraisal by
Comptroller; expenses of receiving association; sale and resale
of shares; State appraisal and merger law
If, within ninety days from the date of consummation of the merger,
for any reason one or more of the appraisers is not selected as herein
provided, or the appraisers fail to determine the value of such shares,
the Comptroller shall upon written request of any interested party cause
an appraisal to be made which shall be final and binding on all parties.
The expenses of the Comptroller in making the reappraisal or the
appraisal, as the case may be, shall be paid by the receiving
association. The value of the shares ascertained shall be promptly paid
to the dissenting shareholders by the receiving association. The shares
of stock of the receiving association which would have been delivered to
such dissenting shareholders had they not requested payment shall be
sold by the receiving association at an advertised public auction, and
the receiving association shall have the right to purchase any of such
shares at such public auction, if it is the highest bidder therefor, for
the purpose of reselling such shares within thirty days thereafter to
such person or persons and at such price not less than par as its board
of directors by resolution may determine. If the shares are sold at
public auction at a price greater than the amount paid to the dissenting
shareholders, the excess in such sale price shall be paid to such
dissenting shareholders. The appraisal of such shares of stock in any
State bank shall be determined in the manner prescribed by the law of
the State in such cases, rather than as provided in this section, if
such provision is made in the State law; and no such merger shall be in
contravention of the law of the State under which such bank is
incorporated. The provisions of this subsection shall apply only to
shareholders of (and stock owned by them in) a bank or association being
merged into the receiving association.
(e) Status of receiving association; property rights and interests
vested and held as fiduciary
The corporate existence of each of the merging banks or banking
associations participating in such merger shall be merged into and
continued in the receiving association and such receiving association
shall be deemed to be the same corporation as each bank or banking
association participating in the merger. All rights, franchises, and
interests of the individual merging banks or banking associations in and
to every type of property (real, personal, and mixed) and choses in
action shall be transferred to and vested in the receiving association
by virtue of such merger without any deed or other transfer. The
receiving association, upon the merger and without any order or other
action on the part of any court or otherwise, shall hold and enjoy all
rights of property, franchises, and interests, including appointments,
designations, and nominations, and all other rights and interests as
trustee, executor, administrator, registrar of stocks and bonds,
guardian of estates, assignee, receiver and committee of estates of
lunatics, and in every other fiduciary capacity, in the same manner and
to the same extent as such rights, franchises, and interests were held
or enjoyed by any one of the merging banks or banking associations at
the time of the merger, subject to the conditions hereinafter provided.
(f) Removal as fiduciary; discrimination
Where any merging bank or banking association, at the time of the
merger, was acting under appointment of any court as trustee, executor,
administrator, registrar of stocks and bonds, guardian of estates,
assignee, receiver, or committee of estates of lunatics, or in any other
fiduciary capacity, the receiving association shall be subject to
removal by a court of competent jurisdiction in the same manner and to
the same extent as was such merging bank or banking association prior to
the merger. Nothing contained in this section shall be considered to
impair in any manner the right of any court to remove the receiving
association and to appoint in lieu thereof a substitute trustee,
executor, or other fiduciary, except that such right shall not be
exercised in such a manner as to discriminate against national banking
associations, nor shall any receiving association be removed solely
because of the fact that it is a national banking association.
(g) Issuance of stock by receiving association; preemptive rights
Stock of the receiving association may be issued as provided by the
terms of the merger agreement, free from any preemptive rights of the
shareholders of the respective merging banks.
(Nov. 7, 1918, ch. 209, Sec. 3, formerly Sec. 2, as added Pub. L. 86-
230, Sec. 20, Sept. 8, 1959, 73 Stat. 463; renumbered Sec. 3, Pub. L.
103-328, title I, Sec. 102(b)(4)(A), Sept. 29, 1994, 108 Stat. 2351.)
Codification
Provisions similar to those comprising this section were contained
in section 4 of act Nov. 7, 1918, ch. 209, as added July 14, 1952, ch.
722, Sec. 1, 66 Stat. 599 (formerly classified to section 34b of this
title), prior to the complete amendment and renumbering of act Nov. 7,
1918, by Pub. L. 86-230.
Section Referred to in Other Sections
This section is referred to in section 215a-2 of this title.
