§214a Procedure for Conversion, Merger, or Consolidation; Vote of Stockholders

Summary

A national bank can change into, merge with, or join a State-chartered bank in the same State if holders of at least two-thirds of each class of its stock approve the deal. The bank’s full board must first approve the plan. The bank must tell shareholders about the meeting by publishing a notice in a local paper once a week for four consecutive 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 prior written consent of the Comptroller of the Currency; then one publication at least ten days before the meeting is enough. The bank must also mail notice by registered or certified mail at least ten days before the meeting, unless a shareholder specifically waives that notice. A shareholder who votes against the deal or gives written notice of dissent can get cash for their shares after the deal is completed if they ask the resulting State bank in writing and give up their stock certificates within thirty days after completion. The share value is set as of the date of the shareholders’ meeting by three appraisers: one chosen by the dissenting shareholders, one by the new bank’s directors, and a third chosen by those two. Two of three appraisers’ agreement controls. If a dissenting shareholder objects, they may appeal within five days to the Comptroller, who will order a final reappraisal. If appraisers are not picked or fail within ninety days after completion, the Comptroller will appraise on written request. The new State bank must pay the Comptroller’s appraisal costs. The plan must say how to handle any shares not taken by dissenting shareholders.