12 USC 215 - Consolidation of banks within same State

Collapse to view only § 215. Consolidation of banks within same State

§ 215. Consolidation of banks within same State
§ 215a. Merger of national banks or State banks into national banks
§ 215a-1. Interstate consolidations and mergers
§ 215a-2. Expedited procedures for certain reorganizations
§ 215a-3. Mergers and consolidations with subsidiaries and nonbank affiliates
§ 215b. Definitions
§ 215c. Mergers, consolidations, and other acquisitions authorized

§ 215. Consolidation of banks within same State

(a) In general

(b) Liability of consolidated association; capital stock; dissenting shareholders

(d) Appraisal by Comptroller; expenses of consolidated association; sale and resale of shares; State appraisal and consolidation law

(e) Status of consolidated association; property rights and interests vested and held as fiduciary

(f) Removal as fiduciary; discrimination

(g) Issuance of stock by consolidated association; preemptive rights

(Nov. 7, 1918, ch. 209, § 2, formerly § 1, as added Pub. L. 86–230, § 20, Sept. 8, 1959, 73 Stat. 460; renumbered § 2 and amended Pub. L. 103–328, title I, § 102(b)(4)(C), Sept. 29, 1994, 108 Stat. 2351; Pub. L. 112–231, § 2(b)(2)(A), Dec. 28, 2012, 126 Stat. 1619.)

§ 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

(d) Application to shareholders of merging associations: appraisal by Comptroller; expenses of receiving association; sale and resale of shares; State appraisal and merger law

(e) Status of receiving association; property rights and interests vested and held as fiduciary

(f) Removal as fiduciary; discrimination

(g) Issuance of stock by receiving association; preemptive rights

(Nov. 7, 1918, ch. 209, § 3, formerly § 2, as added Pub. L. 86–230, § 20, Sept. 8, 1959, 73 Stat. 463; renumbered § 3, Pub. L. 103–328, title I, § 102(b)(4)(A), Sept. 29, 1994, 108 Stat. 2351; amended Pub. L. 112–231, § 2(b)(2)(B), Dec. 28, 2012, 126 Stat. 1619.)

§ 215a–1. Interstate consolidations and mergers

(a) In general

(b)

(Nov. 7, 1918, ch. 209, § 4, as added Pub. L. 103–328, title I, § 102(b)(4)(D), Sept. 29, 1994, 108 Stat. 2351.)

§ 215a–2. Expedited procedures for certain reorganizations

(a) In general

(b) Reorganization planA reorganization authorized under subsection (a) 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

(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.

(d) Effect of reorganization

(e) Approval under the Bank Holding Company Act

(Nov. 7, 1918, ch. 209, § 5, as added Pub. L. 106–569, title XII, § 1204(2), Dec. 27, 2000, 114 Stat. 3033.)

§ 215a–3. Mergers and consolidations with subsidiaries and nonbank affiliates

(a) In general

(b) Scope

Nothing in this section shall be construed—

(1) to affect the applicability of section 1828(c) of this title; or

(2) to grant a national bank any power or authority that is not permissible for a national bank under other applicable provisions of law.

(Nov. 7, 1918, ch. 209, § 6, as added Pub. L. 106–569, title XII, § 1206, Dec. 27, 2000, 114 Stat. 3034.)

§ 215b. Definitions

As used in this subchapter, the term—

(1) “State bank” means any bank, banking association, trust company, savings bank (other than a mutual savings bank), or other banking institution which is engaged in the business of receiving deposits and which is incorporated under the laws of any State, or which is operating under the Code of Law for the District of Columbia;

(2) “State” means the several States and Territories, the Commonwealth of Puerto Rico, the Virgin Islands, and the District of Columbia;

(3) “Comptroller” means the Comptroller of the Currency; and

(4) “Receiving association” means the national banking association into which one or more national banking associations or one or more State banks, located within the same State, merge.

(Nov. 7, 1918, ch. 209, § 7, formerly § 3, as added Pub. L. 86–230, § 20, Sept. 8, 1959, 73 Stat. 465; renumbered § 5, Pub. L. 103–328, title I, § 102(b)(4)(B), Sept. 29, 1994, 108 Stat. 2351; renumbered § 7, Pub. L. 106–569, title XII, § 1204(1), Dec. 27, 2000, 114 Stat. 3033; amended Pub. L. 109–351, title VII, § 725(e), Oct. 13, 2006, 120 Stat. 2002; Pub. L. 109–356, title I, § 123(e), Oct. 16, 2006, 120 Stat. 2029.)

§ 215c. Mergers, consolidations, and other acquisitions authorized

(a) In general

(b) Expedited approval of acquisitions

(1) In general

(2) Extensions of period

The period for approval or disapproval referred to in paragraph (1) may be extended for an additional 30-day period if the Comptroller of the Currency determines that—

(A) an applicant has not furnished all of the information required to be submitted; or

(B) in the Comptroller’s judgment, any material information submitted is substantially inaccurate or incomplete.

(d) “Acquire” defined

(R.S. § 5156A, as added Pub. L. 102–242, title V, § 502(b), Dec. 19, 1991, 105 Stat. 2393; amended Pub. L. 104–208, div. A, title II, § 2201(b)(1), Sept. 30, 1996, 110 Stat. 3009–403.)