§ 214a. Procedure for conversion, merger, or consolidation; vote of stockholders

Legislative history

Reconstructed from this section’s Code source credit and amendment notes, resolved against the local Statutes at Large. Editorial notes are evidence, not the law that made the change.

1. 1950

   Pub. L. 81–729 § 2 · 64 Stat. 455

   Enacted · 12 U.S.C. § 214a

   Aug. 17, 1950, ch. 729, § 2, 64 Stat. 455

   Source evidence

   Code source credit
   Aug. 17, 1950, ch. 729, § 2, 64 Stat. 455

   Enacted provision · exact public law section
   Sec. 2. conversion of national bank into and merger or consolidation with state bank; procedure A national banking association may, by vote of the holders of at least two-thirds of each class of its capital stock, convert into, or merge or consolidate with, a State bank in the same State in which the national banking association is located, under a State charter, in the following manner: (a) The plan of conversion, merger, or consolidation must be Approval of plan. approved by a majority of the entire board of directors of the national banking association. The bank shall publish notice of the time, place, and ob]ect of the shareholders’ meeting to act upon the plan, in some newspaper with general circulation in the place where the principal office of the national banking association is located, at least once a week for four consecutive weeks: Provided, That newspaper publication may be dispensed with entirely if waived by all the shareholders and in the case of a merger or consolidation one publication at least ten days before the meeting shall be sufficient if publication for four weeks is waived by holders of at least two-thirds of each class of capital stock and prior written consent of the Comptroller of the Currency is obtained. The national banking association shall send such notice to each shareholder of record by registered mail at least ten days prior to the meeting, which notice may be waived specifically by any shareholder. (b) A shareholder of a national banking association who votes Dissenting shareholders. against the conversion, merger, or consolidation, or who has given notice in writing to the bank at or prior to such meeting that he dissents from the plan, shall be entitled to receive in cash the value of the shares held by him, if and when the conversion, merger, or consolidation is consummated, upon written request made to the resulting State bank at any time before thirty days after the date of consummation of such conversion, merger, or consolidation, accompanied by the surrender of his stock certificates. The value of such shares shall be determined as of the date on which the shareholders’ meeting was held authorizing the conversion, merger, or consolidation, by a committee of three persons, one to be selected by unanimous vote of the dissenting shareholders entitled to receive the value of their shares, one by the directors of the resulting State bank, and the third by the two so chosen. The valuation agreed upon by any two of three appraisers thus chosen shall govern; but, if the value so fixed shall not be satisfactory to any dissenting shareholder who has requested payment as provided herein, such shareholder may within five days after being notified of the appraised value of his shares appeal to the Comptroller of the Currency, who shall cause a reappraisal to be made, which shall be final and binding as to the value of the shares of the appellant. If, within ninety days from the date of consummation of the conversion, merger, or consolidation, 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 resulting State bank. The plan of conversion, merger, or consolidation shall provide the manner of disposing of the shares of the resulting State bank not taken by the dissenting shareholders of the national banking association.

2. 1960

   Pub. L. 86–507 § 1(10) · 74 Stat. 200

   Inserted · 12 U.S.C. § 214a(a)

   Pub. L. 86–507 inserted “or by certified mail” after “registered mail”

   Source evidence

   Code amendment note
   Subsec. (a). Pub. L. 86–507 inserted “or by certified mail” after “registered mail”.

   Enacted provision · exact public law section
   (1) section 12(b) of the Act of August 2, 1939, as added by section 4 of the Act of July 19, 1940 (54 Stat. 767; 5 U.S.C. 118k), is amended by inserting “or by certified mail” immediately following the words “registered mail” wherever such words appear therein.

3. 1980

   Depository Institutions Deregulation and Monetary Control Act of 1980

   Pub. L. 96–221 title VII § 706 · 94 Stat. 131

   Substituted · 12 U.S.C. § 214a(b)

   Pub. L. 96–221 substituted “majority” for “unanimous”

   Source evidence

   Code amendment note
   Subsec. (b). Pub. L. 96–221 substituted “majority” for “unanimous”.

   Enacted provision · exact public law section
   Sec. 706. procedure for conversion, merger, or consolidation The second sentence of subsection (b) of section 2 of the Act of August 17, 1950 (64 Stat. 456; 12 U.S.C. 214a(b)), is amended by striking out “unanimous” and inserting in lieu thereof “majority”.

3 of 3 references resolved to an enrolled provision