Merger or consolidation; formation of foreign corporation
Section 19B. A domestic company, or two or more domestic companies transacting the same class or classes of business or together transacting one or more classes of business for the transaction of which a domestic company may be formed under section forty-eight or forty-eight A, may merge under the laws of any state of the United States, other than this commonwealth, into a foreign company, incorporated under the laws of such state and duly authorized to transact in the commonwealth the same class or classes of business as such domestic company or companies, or may consolidate under the laws of any such state with one or more foreign companies duly authorized as aforesaid which are incorporated, or any one of which is incorporated, under the laws of such state, and form a continuing corporation or a new corporation under such laws which shall not transact business in the commonwealth until it shall have complied with the provisions of this chapter relative to the admission and authorization of foreign companies. Nothing in this section shall authorize the merger or the consolidation of stock companies with mutual companies.
No such merger or consolidation shall be made unless it is evidenced by a written agreement assented to by a vote of the majority of the board of directors of each domestic company participating in such merger or consolidation and, if such domestic company is a stock company, approved by the votes of the stockholders owning at least two thirds of the capital stock of such company at a special meeting called for the purpose and, if it is a mutual company, approved by the votes of at least two thirds of such policyholders as are present and voting at a special meeting called as aforesaid. Notice of any such meeting shall be given in accordance with law and shall also be published at least once a week for three successive weeks in such newspaper or newspapers printed in the commonwealth and in such form as the commissioner shall direct. Such notice to the stockholders of a domestic company shall comply with section eighty-seven of chapter one hundred and fifty-six B.
No such agreement shall be made by any domestic company until a copy thereof, and such other information as the commissioner may require, has been filed with him, nor until it has received from the commissioner a written authorization, in such form as he may prescribe, authorizing it to merge or consolidate and to execute such agreement. The commissioner may, in his discretion, refuse to issue such an authorization in any case, and his decision shall be final.
The secretary of any such domestic company shall forthwith upon the execution of such agreement file with the commissioner, in such form as he may require, documentary evidence thereof, showing the effective date when the merger or the consolidation shall become effective. If the commissioner finds that such agreement has been executed in accordance with his authorization, he shall file forthwith in the office of the state secretary a certificate setting forth the fact, including said effective date, and the corporate existence of such company shall cease and determine on said effective date.
The stockholders or the policyholders of any domestic company so merging or consolidating shall continue to be subject to all the liabilities, claims and demands existing against them at or before such merger or consolidation. No action or proceeding pending in any court of the commonwealth at the time of the merger or consolidation in which any such domestic company may be a party shall abate or be discontinued by reason of the merger or the consolidation, but may be prosecuted to final judgment in the same manner as if the merger or the consolidation had not taken place, or the continuing, surviving or resulting company may be substituted in place of any such domestic company by order of the court in which the action or proceeding is pending.