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

Summary

A national bank can become a State‑chartered bank or join with one in the same State if at least two‑thirds of the holders of each class of its stock vote for it. The bank’s board must first approve the plan by a majority vote. The bank must tell shareholders about the meeting by publishing the time, place, and purpose in a local paper once a week for four weeks before the meeting, unless all shareholders waive that notice. For a merger or consolidation, if holders of two‑thirds of each class waive the four‑week rule and the Comptroller of the Currency gives written consent, a single publication at least ten days before the meeting is enough. The bank must also mail notice to each recorded shareholder by registered or certified mail at least ten days before the meeting, although a shareholder can waive that mailed notice. If a shareholder votes against or gives written notice that they dissent, they can ask for cash for their shares after the change is completed. They must send a written request to the new State bank within 30 days after the change and turn in their stock certificates. The share value is set as of the meeting date by three appraisers: one chosen by the dissenting shareholders, one by the new bank’s directors, and a third chosen by those two. Two agreeing appraisers set the price. A dissenting shareholder unhappy with that price has five days after being told to ask the Comptroller for a reappraisal, which is final. If appraisers are not chosen or fail to act within 90 days after the change, 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 of the new bank that dissenting shareholders do not take.