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

Summary

A national bank can change into, merge with, or join with a state-chartered bank in the same state if at least two-thirds of each class of its stockholders vote yes. The bank’s board must first approve the plan by a majority of all directors. The bank must give notice of the shareholders’ meeting by publishing it in a local newspaper once a week for four weeks, unless all shareholders waive that. For a merger or consolidation, the four-week rule can be waived by holders of at least two-thirds of each class and with the Comptroller of the Currency’s written OK, in which case one newspaper notice at least ten days before the meeting is enough. The bank must also mail notice to each shareholder by registered or certified mail at least ten days before the meeting, unless a shareholder waives it. A shareholder who objects at the meeting or sends written dissent can ask for cash for their shares after the deal is finished. They must write to the new state bank and give up their stock certificates within thirty days after the deal is done. The share value is set as of the meeting date by three appraisers: one picked by the dissenting shareholders, one by the new bank’s directors, and a third chosen by those two. Two appraisers’ agreement decides the price. A dissenting shareholder can appeal the price to the Comptroller within five days, and the Comptroller’s appraisal is final. If appraisers are not picked or fail to act within ninety days after the deal, the Comptroller will order an appraisal on request. The new state bank must pay the Comptroller’s appraisal costs. The plan must say what happens to any shares not taken by dissenting shareholders.