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  • PART I ADMINISTRATION OF THE GOVERNMENT
  • TITLE XXII CORPORATIONS
  • CHAPTER 167C BANK LOCATIONS
  • Section 6 Merger or consolidation with foreign or out-of-state bank

Section 6. A bank, upon approval by the commissioner of an application therefor in prescribed manner and form and in accordance with applicable law, may establish and maintain branches through a merger or consolidation with or by the purchase of the whole or any part of the assets or stock of a foreign bank, out-of-state bank or out-of-state federal bank. A request for the approval by the commissioner shall be accompanied by (i) an investigation fee the amount of which shall be determined annually by the commissioner of administration under the provisions of section 3B of chapter 7, (ii) a copy of the terms of any agreement reached by the respective governing boards of the banks involved, and (iii) certified copies of the votes of such boards. Upon approval of the merger or consolidation:

(1) The corporate existence of the acquired bank shall be discontinued and consolidated into that of the acquiring bank. All rights, privileges and franchises of the acquired institution and its right, title and interest to property of whatever kind, whether real, personal or mixed, and things in action, and every right, privilege, interest or asset of conceivable value or benefit then existing shall be considered fully and finally, and without any right of reversion, transferred to or vested in the acquiring bank, without further act or deed, and the acquiring bank shall have and hold the same in its own right.

(2) The rights, obligations and relations of the acquired institution to a shareholder or depositor, creditor, trustee, beneficiary of a trust, or other person, as of the effective date of the merger or consolidation, shall remain unimpaired, and the acquiring bank shall succeed to all of those rights, obligations and relations.

(3) A pending action or other judicial proceeding to which an institution involved in the merger or consolidation is a party shall not be considered to have been abated or discontinued by reason of the merger or consolidation, but may be prosecuted to final judgment, order or decree in the same manner as if the merger or consolidation had not occurred; but, the acquiring bank may be substituted as a party to the action or proceeding, and the judgment, order or decree may be rendered in the name of the acquiring bank.

(4) A foreclosure of a mortgage begun by the acquired institution before the approval of the merger or consolidation may be completed by the acquiring bank, and publication previously made by the acquired institution may be continued in the name of the acquired institution.

The offices of a foreign bank, out-of-state bank or out-of-state federal bank merged or consolidated with or whose assets or stock were purchased pursuant to this section, may be maintained as branch offices of the bank; but, the resulting branch shall be considered to be an out-of-state branch and subject to the supervision of the commissioner and the applicable laws of the jurisdiction in which the out-of-state branch is located.