Title 17, Title 17: CORPORATIONS AND INSTITUTIONS FOR FINANCE AND INSURANCE

17:9A-133.1. Interstate merger transactions 16. a. One or more banks or savings banks may, with the approval of the commissioner, enter into an interstate merger transaction with an out-of-State bank or banks pursuant to section 11 of P.L.1982, c.9 (C.17:9A-8.11), article 21 of "…

17:9A-134. Merger agreement; authorization; contents A. The boards of directors of the several banks proposing to merge shall authorize the execution of a merger agreement which shall contain; (1) The name of each merging bank and the location of the principal office and branch o…

17:9A-135. Capital requirements A. When all the parties to a merger were organized prior to the effective date of this act, the capital stock of the receiving bank after merger shall be not less than an amount equal to the sum of the following: one hundred thousand dollars for ea…

17:9A-136. Approval of agreement by commissioner; review A. The merger agreement, executed by all the parties thereto, shall be submitted to the commissioner who shall, within sixty days from the date of such submission, endorse thereon his approval or disapproval. If the commiss…

17:9A-137. Submission of agreement to stockholders; filing A. If the commissioner approves the merger agreement, it shall, within 180 days after the date of such approval, be submitted to the stockholders of each of the banks which are parties to the agreement, at separate meetin…

17:9A-138. Merger agreement as evidence A. A copy of the merger agreement, certified by the commissioner, shall be evidence in all courts and places. B. A copy of the merger agreement, certified by the commissioner, may be recorded in the office of the county recording officer ch…

17:9A-139. Corporate existence; offices; rights and obligations Upon the merger of 2 or more banks, (1) the corporate existence of each merging bank shall be merged into that of the receiving bank, and the property and rights of each merging bank shall thereupon vest in the recei…

17:9A-14. Certificate of authority A. When the bank or savings bank shall have proved to the satisfaction of the commissioner, by affidavit of two of its officers, and when the commissioner shall have verified by examination that (1) The certificate of incorporation has been file…

17:9A-140. Rights of dissenting stockholders; settlement by agreement A. A stockholder who (1) is entitled to vote at the meeting of stockholders prescribed by section 137; and who (2) serves a written notice of dissent from the merger agreement, in the manner, at the place, and …

17:9A-141. Appointment of appraisers If a stockholder fails to accept the sum offered for his shares pursuant to section one hundred forty, he may, within three weeks after the receipt by him of the bank's offer of payment, or, if no offer is made by the bank, within three weeks …

17:9A-142. Duties of appraisers; report; objections; compensation; vacancies A. The appraisers shall be sworn to the faithful discharge of their duties. They shall meet at such place or places, and shall give such notice of their meetings as the court may prescribe. The bank and …

17:9A-143. Assignment of stock to bank Upon payment by the bank of the value of shares of stock pursuant to this article, the holder thereof shall assign such shares to the bank. L.1948, c. 67, p. 287, s. 143.

17:9A-144. Effect of stockholder's failure to act A stockholder who fails to act pursuant to sections 140 or 141 shall be forever barred from bringing any action to enforce his right to be paid the value of his shares in lieu of continuing his status as a stockholder in the recei…

17:9A-145. Obligation of bank to pay stockholder An offer by the bank and an acceptance thereof by the stockholder pursuant to section 140 and the determination of value upon proceedings brought pursuant to sections 141 and 142 shall constitute a debt of the receiving bank for th…

17:9A-146. Action to enjoin merger A. A stockholder may, not later than five days prior to the date of the meeting called pursuant to section one hundred thirty-seven institute an action in the Superior Court to enjoin the merger on the ground that the agreement is unfair or ineq…

17:9A-147. Issuance of new stock certificates A. The receiving bank shall require each stockholder of each merging bank to surrender his certificates of capital stock of each such bank, and shall, upon such surrender, issue or deliver in lieu thereof, certificates for such number…

17:9A-148. "Applicable federal law" defined; merger, consolidation of banks, national banking associations 148. A. As used in subsection B. of this section, "applicable federal law" means the laws of the United States, as presently enacted and as hereafter from time to time suppl…

17:9A-149. Prerequisites to conversion; definition of "applicable Federal law" A. As used in this article, "applicable Federal law" means the laws of the United States, as presently enacted and as hereafter from time to time supplemented or amended, governing the conversion of a …

17:9A-15. Review of refusal to issue certificate of authority The commissioner shall, within 30 days after the filing of the affidavit specified in section 14, issue the said certificate of authority, or notify the bank or savings bank in writing of his reasons for refusing it. T…

17:9A-150. Procedure The submission to the commissioner of the certificate of incorporation, the plan of conversion, and the affidavit pursuant to section 149, shall constitute an application for charter. If the commissioner shall be satisfied that (1) the capital stock and surpl…

17:9A-151. Capital stock and surplus The capital stock and surplus of a bank incorporated pursuant to this article shall be at least equal to the minimum capital stock and surplus required by section 4, and shall be in such greater amount as the commissioner may deem to be necess…

17:9A-152. Effect of conversion Upon compliance with the requirements of this article, (1) the bank shall be authorized to transact business pursuant to this act; (2) the property and rights of the national banking association shall vest in the bank without further act or deed; (…

17:9A-153. Rights of dissenting stockholders A stockholder of a national banking association which converts into a bank pursuant to this article may make a demand for and receive payment of the value of his shares in such association in the manner defined, prescribed and limited …

17:9A-154. Issuance of stock Stockholders of a national banking association who do not demand payment for their shares of stock as specified in section 153, shall become stockholders of the bank, and shall be entitled to receive stock of the bank in an amount which bears the same…

17:9A-154.1. Conversion without approval of state officials; certificate required A bank, as defined in section 1 of "An act concerning banking and banking institutions (Revision of 1948)," approved April twenty-ninth, one thousand nine hundred and forty-eight (P.L.1948, c. 67) m…

17:9A-155. Procedure A. A bank may be dissolved in the manner provided by sections 14A:12-3 or 14A:12-4 of Title 14A, Corporations, General, of the New Jersey Statutes, except that the filings required to be made by section 14A:12-3 or 14A:12-4 of the New Jersey Statutes shall be…

17:9A-156. Effect Upon its dissolution pursuant to section 155 or upon the filing of an order of the commissioner pursuant to section 17, the bank, its officers, directors, stockholders, depositors and other creditors shall become and be subject to all the provisions of chapter 1…

17:9A-157. Application of article A bank may reorganize in the manner provided by this article if (1) it is insolvent, or has suspended its business for lack of funds to carry it on, and the commissioner is in possession of its property and business; or (2) a receiver has been ap…

17:9A-158. Who may propose plan; approval or disapproval by commissioner A. The commissioner, a bank acting by its board of directors, or three or more depositors or other creditors of the bank who have claims, liquidated as to amount and not contingent as to liability, amounting…

17:9A-159. Action for approval of plan A. The commissioner, or the bank, if either is the proponent of a plan of reorganization, or other proponents of a plan which has been approved by the commissioner pursuant to section one hundred fifty-eight, may, if no other action has been…

17:9A-16. Organization of a bank or savings bank at location occupied by a bank or savings bank in process of or in contemplation of liquidation A. As used in this section: (1) "successor bank" means a bank organized to transact business at one or more of the locations occupied b…

17:9A-160. Jurisdiction of Superior Court The Superior Court shall have jurisdiction of actions pursuant to this article and to make such orders and judgments as may be necessary to (1) determine the rights, equities and priorities of all parties; (2) fix the division of creditor…

17:9A-161. Provisions of plan of reorganization A. Every plan of reorganization shall state: (1) the names of the persons who will be the directors of the bank; (2) the names of the persons who will be the officers of the bank; (3) the amount of the capital stock, the classes int…

17:9A-162. Approval of plan by the court The proposed plan may be modified under the direction of the court. If, after a hearing, the court shall find that the plan, as proposed or modified, (1) complies with the provisions of this article, (2) is fair, equitable and feasible, an…

17:9A-163. Transmittal of plan and court approval to creditors and stockholders Upon approval of the plan by the court, as provided by section 162, the commissioner or receiver who is in possession of the property and business of the bank shall transmit to all depositors, other c…

17:9A-164. Acceptance or rejection of plan A. Following the approval of a plan by the court and its transmittal to depositors, other creditors and stockholders pursuant to sections 162 and 163, the proponent or proponents of the plan shall solicit acceptances from creditors and s…

17:9A-165. Provision for classes of creditors or stockholders not bound by plan A. The court, upon such notice and hearing as it shall determine, shall, subject to confirmation of the plan, provide for any class of creditors which is adversely affected by and is not bound by the …

17:9A-166. Confirmation of plan If the court, upon such notice and hearing as it shall prescribe shall be satisfied that depositors, other creditors and stockholders holding two-thirds in amount of the claims or shares of each class are bound by the plan, as provided in section o…

17:9A-167. Allowances for services, costs and expenses The Superior Court may allow reasonable compensation for services rendered and reimbursement for proper costs and expenses incurred by the commissioner, the bank, and depositors, other creditors and stockholders, and their co…

17:9A-168. Consummation of plan A. If no appeal from the judgment confirming the plan is pending at the expiration of the time limited for taking appeals, a copy of the plan, certified by two officers of the bank named in the plan, shall be filed in the department, together with …

17:9A-169. Amendment of certificate of incorporation A. Whenever a plan of reorganization confirmed by the court and filed in the department contains one or more provisions which may be effected under this act only by an amendment to the certificate of incorporation of the bank, …

17:9A-17. Dissolution of bank or savings bank on failure to obtain certificate of authority, or to commence business A. If a bank or savings bank shall (1) fail to obtain a certificate of authority within 6 months from the date of the commissioner's approval of its certificate of…

17:9A-17.1. Definitions 1. As used in this act: "Corporation" means either a capital stock savings bank or a bank, as the case may be. "Federal Deposit Insurance Corporation" means the corporation so named, organized pursuant to an Act of Congress, or any federal corporation, ins…

17:9A-17.2. Conversion of capital stock savings bank, bank; proceedings 2. A capital stock savings bank may apply to the commissioner to convert itself to a bank by organizing and transferring its assets and liabilities to a newly-chartered bank, and a bank may apply to the commi…

17:9A-17.3. Contents of application 3. An application by a State bank or capital stock savings bank to convert its charter pursuant to this act shall contain the following: a. Duplicate copies of the minutes of the proceedings of the meeting of stockholders, verified by the affid…

17:9A-17.4. Requirements for conversion approval 4. The commissioner shall not approve the application of a State bank or capital stock savings bank to convert pursuant to this act unless the commissioner finds, after appropriate investigation, and a public hearing if deemed nece…