§215a–2 — Title 12 Banks and Banking | U.S. Code

Summary

A national bank can become a subsidiary of a bank holding company, or of a company that will become one, if the Comptroller approves under rules the Comptroller creates and at least two-thirds of the bank’s outstanding capital stock holders vote yes. The bank must have a written reorganization plan that a majority of the whole board approves. The plan must say how the change will happen, what cash or securities or other payment shareholders will get, the date used to decide who gets paid, and how the exchange will be done. The plan must be presented to shareholders at a meeting called the same way merger meetings are held under section 215a. A shareholder who voted against the plan or told the meeting officer they dissented can be paid the value of their shares under the rules in section 215a. The bank’s legal existence is not changed by the reorganization. The Bank Holding Company Act of 1956 still applies to these transactions.

Title 12, §215a–2

Banks and Banking — Source: USLM XML via OLRC

(a)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)A 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

(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)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), 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)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)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).

Notes & Related Subsidiaries

Editorial Notes

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, which is classified principally to chapter 17 (§ 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.

§215a–2 Expedited procedures for certain reorganizations