§215a–2 Expedited Procedures for Certain Reorganizations

Summary

A national bank can become a subsidiary of a bank holding company—or a subsidiary of a company that will become a bank holding company—if the Comptroller approves under the Comptroller’s rules and shareholders who own at least two-thirds of the bank’s stock vote yes. The bank must have a written plan that a majority of the full board approves. The plan must explain how the change will happen, state the cash, securities, or other payment shareholders will receive, set the date for who is eligible, and describe how the exchange will be done. The plan must be presented to shareholders at a board-called meeting using the same meeting rules as a bank merger. Shareholders who vote no or formally object can be paid the value of their shares under the same rules used for bank mergers. The bank’s legal existence is not changed, and the Bank Holding Company Act of 1956 still applies.