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The 193rd General Court of the Commonwealth of Massachusetts

Section 13: Plan of acquisition of stock by company acquiring all the capital stock of any stock bank

Section 13. A company having capital stock, which desires to acquire all the capital stock of any stock bank shall, together with such stock bank, submit, to the commissioner a written plan of acquisition of such stock. Such plan shall be in a form satisfactory to the commissioner, shall specify the stock bank, the stock of which is to be acquired by the company, shall prescribe the terms and conditions of the acquisition and the mode of carrying it into effect, including the manner of exchanging the shares of the corporation for shares or other securities of the company. Any such plan may provide for the payment of cash in lieu of the issuance of fractional shares of the company. At the time of submitting said written plan of acquisition, an investigation fee, the amount of which shall be determined annually by the secretary of administration and finance pursuant to section 3B of chapter 7, shall be paid to the commissioner of banks by the company.

There shall also be submitted with said plan of acquisition of stock, a certificate of any officer or duly authorized representative, certifying that such plan has been approved by the board of directors or other governing body of the company by a majority vote of all the members thereof, and a certificate of any officer or duly authorized representative of each stock bank, the acquisition of all the capital stock of which is provided for, certifying that such plan has been approved by the board of directors of such corporation by a majority vote of all the members thereof, and that such plan was thereafter submitted to the stockholders of such stock bank at a meeting thereof held upon notice of at least 15 days, specifying the time, place and object of such meeting and addressed to each stockholder at the address appearing upon the books of the corporation and that such plan has been approved at such meeting by the vote of stockholders owning at least 2/3 of the stock of such corporation.

The commissioner shall examine the plan of acquisition of stock so submitted, and after making such investigation thereof as the commissioner deems appropriate, the commissioner shall, within 60 days after receipt thereof approve or disapprove such plan of acquisition in case such company is not, and would not upon the effectiveness of such plan become, a bank holding company. In approving any such plan, the commissioner may attach such conditions thereto as the commissioner deems advisable.

If the commissioner finds that competition among banking institutions will not be unreasonably affected and that public convenience and advantage will be promoted, the commissioner shall approve such plan of acquisition and shall endorse the approval thereon and a copy of the plan bearing such endorsement shall be filed within 30 days thereafter in the office of the commissioner. Upon such filing, the plan, and the acquisition provided for therein, shall become effective, unless a later date is specified in the plan, in which event the plan and such acquisition shall become effective upon such later date.

A stockholder of any such corporation which shall have approved such plan of acquisition, who objects to such action, in the manner provided in sections 13.21 and 13.23 of chapter 156D, shall be entitled, if such plan shall have become effective, to demand payment for the stockholder's stock from such corporation and an appraisal thereof in accordance with sections 13.01 and 13.03 to 13.31, inclusive, of chapter 156D, which provisions, as modified for the purposes of this paragraph by the provisions hereof, are hereby made applicable in all such cases, and such stockholder and such corporation shall have the rights and duties and follow the procedure set forth in said sections.

Any stock bank shall have the power to organize a company for the purposes contemplated by this section; and in connection with such organization and the development of a plan of acquisition, any such corporation may incur organization and other expenses in such amounts, in the aggregate, not exceeding 2 per cent of its capital stock, surplus account and undivided profits as the commissioner may approve.

Any such company shall engage directly or indirectly only in such activities as are now or may hereafter be proper activities for bank holding companies registered under the federal Bank Holding Company Act of 1956, including, without limiting the generality of the foregoing, the issuance and sale of commercial paper and acquiring, managing or controlling a bank, a federally-chartered bank or an out-of-state bank.

Section 14 shall not apply to an acquisition under this section. A company that acquires any such corporation under this section shall be deemed a bank holding company subject to section 5 of chapter 167A. For the purposes of this section, ''company'' shall have the same meaning as defined in paragraph (c) of section 1 of chapter 167A.