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  • PART I ADMINISTRATION OF THE GOVERNMENT
  • TITLE XXII CORPORATIONS
  • CHAPTER 168 SAVINGS BANKS
  • Section 34D Consolidation or merger of converted stock corporations into single state or federally-chartered stock corporations

Section 34D. Any one or more such stock corporations may, upon compliance with the provisions of section seventy-eight of chapter one hundred and fifty-six B, which are hereby made applicable in all such cases and subject as to any such corporation to the provisions of section eighty-five of chapter one hundred and fifty-six B as modified for the purposes of this section by the provisions hereof, consolidate or merge into any single state or federally-chartered stock corporation. A request for approval by the commissioner of such a consolidation or merger shall be accompanied by an investigation fee, the amount of which shall be determined annually by the commissioner of administration under the provision of section three B of chapter seven. A certificate under the hands of the presidents and clerks or other duly authorized officers of all merging or consolidating corporations setting forth that each corporation, respectively, has complied with the requirements of this section shall be submitted to the commissioner. No such transaction under this section shall be consummated until arrangements satisfactory to any excess deposit insurer of each bank have been made and notice thereof has been received by the commissioner. The offices and depots of any such corporation merged or consolidated under this section may be maintained as branch offices or depots, respectively, of the continuing institution with the written permission of and under such conditions, if any, as may be approved by the commissioner.

If the consolidating corporations have main offices in different states or counties, the main office of the continuing corporation shall be the main office of that consolidating corporation which has the greater total assets on the date on which the merger or consolidation is approved by the board of the last consolidating corporation so to approve; provided, however, that upon a determination by the commissioner that such consolidation is not for the purpose of circumventing any geographic restrictions on the establishment of branch offices, he may allow the main office of the consolidating corporation which has the lesser total assets on such date to be the main office of the continuing corporation.

If the merging or consolidating stock corporations are chartered by or, in the case of federally chartered stock corporations, have their main offices located in and are authorized to do business in different states, then from and after the effective date of the merger or consolidation, the citizenship and residency requirements for directors set forth in section thirteen of chapter one hundred and seventy-two shall no longer apply, and any citizen of the United States may serve as a director of the continuing corporation.

For the purposes of this section, the value of the stock of stockholders of a state-chartered stock corporation who have, as provided in section eighty-five or section seventy-six of chapter one hundred and fifty-six B, voted against any action authorized herein shall be ascertained in the manner provided in sections eighty-six to ninety-eight, inclusive, of chapter one hundred and fifty-six B.

The provisions of section eighty of chapter one hundred and fifty-six B shall apply to consolidations and mergers of state-chartered stock corporations authorized under this section provided that, for this purpose, references in said section eighty to said chapter one hundred and fifty-six B shall be deemed to be the chapter of the General Laws governing such stock corporation, and references in said section eighty to articles of organization shall be deemed to be to the articles of organization, including any special act of incorporation, as from time to time amended.

For the purposes of this section, a state-chartered stock corporation shall mean a trust company, savings bank, or cooperative bank in stock form chartered by the commonwealth. A stock corporation shall include a stock bank chartered by a country other than the United States. A federally chartered stock corporation shall mean a national banking association, federal savings and loan association or federal savings bank in stock form which has its main office located in the commonwealth.

In deciding whether or not to approve such consolidation or merger the commissioner shall determine whether or not competition among banking institutions will be unreasonably affected and whether or not public convenience and advantage will be promoted. In making such determination, the commissioner shall consider, but not be limited to, a showing of net new benefits. For the purpose of this section, the term “net new benefits” shall mean initial capital investments, job creation plans, consumer and business services, commitments to maintain and open branch offices within a bank’s delineated local community, as such term is used within section fourteen of chapter one hundred and sixty-seven, and such other matters as the commissioner may determine.

Notwithstanding the provisions of this section, any such savings bank by vote of the holders of at least two-thirds of each class of its capital stock at a meeting duly called for that purpose, preceded by a notice in writing sent to each stockholder of record, the commissioner and the Depositors Insurance Fund, by registered mail at least sixty days before said meeting, may consolidate or merge into a federally-chartered stock corporation in accordance with the laws of the United States and without the approval of any authority of the commonwealth.

Upon a merger or consolidation pursuant to this section by any such stock corporation into a state chartered trust company or federally chartered stock corporation, such stock corporation, hereinafter referred to as a former member bank, shall cease to be a member bank in the Depositors Insurance Fund. Notwithstanding any other provision of law, upon any such merger or consolidation, such stock corporation shall not succeed to or acquire any rights, including but not limited to rights to dividends or to the proceeds of any distribution in complete or partial dissolution or liquidation, in the Depositors Insurance Fund, or in its Liquidity Fund or Deposit Insurance Fund.