Sec. G-1. 9-B MRSA §351, as amended by PL 1983, c. 201, §4, is further amended to read:
§351. Applicability of chapter; fees
1. Applicability. The provisions of this chapter shall govern mergers and consolidations undertaken by savings banks, trust companies, savings and loan associations financial institutions and industrial banks subject to the laws of this State, and shall must set forth the procedures for, and limitations on, the acquisition of all or substantially all of the assets of such institutions by another institution.
2. Fees. No An application made pursuant to sections 352, 353, 354 and, 354-A, 355 and 355-A may not be deemed complete by the superintendent unless accompanied by an application fee of $2,500, payable to the Treasurer of State, to be credited and used as provided in section 214.
3. Superintendent's approval. Following approval by the governing body of each participating institution, the plan of merger, consolidation, purchase or assumption, together with certified copies of the authorizing resolutions adopted by the governing body of each participating institution, must be forwarded to the superintendent for approval or disapproval pursuant to section 252. If the superintendent disapproves the plan, the superintendent shall state the reasons for the disapproval in writing and furnish them to the participating institutions. The institutions must be given an opportunity to amend the plan to obviate the reasons for disapproval.
4. Vote of investors or mutual voters. The plan of merger or consolidation, as approved by the superintendent, must be submitted to the investors or mutual voters of the participating institutions for their approval at an annual meeting or at a special meeting called for that purpose in the following manner.
A. Notice of such a meeting must be published at least once a week for 3 successive weeks in at least one newspaper of general circulation in the county or counties where each participating institution's principal office is located or in other newspapers as the superintendent may designate. The notice must be mailed to each investor of record or mutual voter at the address on the books of each participating institution at least 15 days prior to the date of the meeting.
B. A 2/3 vote of each class of investor or a 2/3 vote of the mutual voters of each participating institution is necessary to approve the plan of merger or consolidation at the meeting called for this purpose. The vote constitutes the adoption of the organizational documents of the resulting institution, including amendments, contained in the merger or consolidation agreement.
5. Executed plan; certificate; effective date. The following provisions apply to the executed plan, certificate and effective date.
A. Upon approval by the investors or mutual voters of the participating institutions, the chief executive officer, president or vice-president and the clerk or secretary of each institution shall submit the executed plan of merger or consolidation to the superintendent, together with the resolutions of the investors or mutual voters approving it, each certified by these officers.
B. Upon receipt of the items in paragraph A and evidence that the participating institutions have complied with all applicable federal law and regulations, the superintendent shall issue to the resulting institution a certificate specifying the name of each participating institution and the name of the resulting institution and shall file a copy of the certificate and the certified votes with the Secretary of State for record. This certificate is conclusive evidence of the merger or consolidation and of the correctness of all proceedings relating to the merger or consolidation in all courts and places. The certificate may be filed in any office for the recording of deeds to evidence the new name in which property of the participating institutions is to be held.
C. Unless a later date is specified in the certificate, the merger or consolidation is effective upon issuance of the certificate in paragraph B and the charters of all but the resulting institution terminate automatically.
D. Any plan of merger or consolidation may contain a provision that, notwithstanding approval of the investors, mutual voters or the superintendent, the plan may be abandoned at any time prior to the effective date of the merger or consolidation by the governing body of any participating institution either at the absolute discretion of the governing body or upon the occurrence of any stated condition.
Sec. G-2. 9-B MRSA §352, as amended by PL 1985, c. 529, is further amended to read:
§352. Mergers and consolidations; investor-owned institutions
Any 2 or more stock financial investor-owned institutions authorized to do business in this State may merge or consolidate into one stock financial investor-owned institution organized under the laws of this State in accordance with the procedures, and subject to the conditions and limitations, set forth in this section.
1. Adoption of plan. The board of directors governing body of each participating institution shall adopt, by a majority vote or higher if required by its organizational documents, a plan of merger or consolidation on such terms as shall be mutually agreed upon. The plan shall must include:
A. The names of the participating institutions and their locations;
B. The type of institution which the resulting institution is to be;
C. With respect to the resulting institution: the name and location of its principal office, branch offices and facilities; the name, address and occupation of each director who is to serve until the next annual meeting of the stockholders investors; the name and address of each officer; the amount of capital, the number of shares and the par value of each share class of equity interest; whether preferred stock is to be issued and the amount, terms and preferences relating thereto; and the amendments required to be made to its articles of incorporation and bylaws the institution's organizational documents;
D. Provisions governing the manner and basis of converting the shares equity interests of the participating institutions into shares equity interests or other securities of the resulting institution and, if any shares equity interests of any of the participating institutions are not to be converted solely into shares equity interests or other securities of the resulting institution, provisions governing the amount of cash, property, rights or securities of any other institution or corporation which that is to be paid or delivered to the holders of the shares equity interests in exchange for or upon surrender of the shares, which equity interests. The cash, property, rights or securities of any other institution or corporation may be in addition to or in lieu of the shares equity interests or securities of the resulting institution;
E. A statement that the agreement is subject to approval of the superintendent and of the stockholders investors of each participating institution;
F. Provisions, if applicable, governing the manner of disposing of shares equity interests of the resulting institution, if any, not taken by dissenting stockholders investors of the participating institutions; and
G. The anticipated effective date of such merger or consolidation; and such other provisions and details as may be necessary to perfect the merger or consolidation, or as may be required by the superintendent.
2. Superintendent's approval. Following approval by the board of directors of each participating institution, the plan of merger or consolidation, together with certified copies of the authorizing resolutions adopted by the board of directors of each participating institution, shall be forwarded to the superintendent for his approval or disapproval pursuant to section 252. If the superintendent disapproves the plan, the reasons for such disapproval shall be stated in writing and furnished by the superintendent to the participating institutions, which shall be given an opportunity to amend the plan to obviate such reasons for disapproval.
2-A. Superintendent's approval. The superintendent shall approve the plan of merger or consolidation in accordance with section 351, subsection 3.
3. Vote of investors. The plan of merger or consolidation, as approved by the superintendent, shall must be submitted to the stockholders investors of the participating institutions for their approval at an annual meeting, or at a special meeting called for that purpose, in accordance with section 351, subsection 4 and the following manner: provisions.
A. Notice of such meeting shall be published at least once a week for 3 successive weeks in a newspaper or newspapers of general circulation in the county or counties where each participating institution's principal office is located, or in such other newspapers as the superintendent may designate; and the notice shall be mailed to each stockholder of record at his address on the books of each participating institution at least 15 days prior to the date of said meeting. Notice required hereunder shall pursuant to section 351, subsection 4 must state that dissenting stockholders investors will be entitled to payment only for the value of those shares which equity interests that are voted against approval of the plan. Published notice may be waived if written waivers are received from the holders of 2/3 of the outstanding voting shares equity interests of each class stock of each participating institution.
B. A 2/3 vote of the outstanding voting shares of each class of each participating institution shall be necessary to approve the plan of merger or consolidation at the meeting called for such purpose, which vote shall constitute the adoption of the articles of incorporation and bylaws of the resulting institution, including amendments, contained in the merger or consolidation agreement.
4. Executed plan; certificate; effective date. The executed plan certificate and effective date must be in accordance with section 351, subsection 5.
A. Upon approval by the stockholders of the participating institutions, the president or vice president and the clerk or secretary of each institution shall submit the executed plan of merger or consolidation to the superintendent, together with the resolutions of the stockholders approving it, each certified by such officers.
B. Upon receipt of the items in paragraph A and evidence that the participating institutions have complied with all applicable federal law and regulations, the superintendent shall issue to the resulting institution a certificate specifying the name of the resulting institution and shall file a copy of the certificate and the certified votes with the Secretary of State for record. Such certificate shall be conclusive evidence of the merger or consolidation and of the correctness of all proceedings relating thereto in all courts and places. The certificate may be filed in any office for the recording of deeds to evidence the new name in which property of the participating institutions is to be held.
C. Unless a later date is specified in the certificate, the merger or consolidation shall be effective upon issuance of the certificate in paragraph B, and the franchises of all but the resulting institution shall terminate automatically.
5. Rights of dissenting investors. The rights of investors dissenting to the merger or consolidation are those specified in Title 13-A or Title 31, chapter 11, 13 or 15, depending upon the organizational form of the institution. To the extent that dissenters' rights are not addressed in Title 31 or these rights are less beneficial to the dissenting investors than those rights listed in the institution's organizational documents, the organizational documents govern.
A. The owners of shares of a financial institution which were voted against a merger or consolidation shall be entitled to receive their value in cash if and when the merger or consolidation becomes effective, upon written demand made to the resulting institution at any time within 30 days after the effective date of the merger or consolidation, accompanied by surrender of the stock certificates.
B. The value of such shares shall be determined, as of the date of the stockholders' meeting approving the merger or consolidation, by 3 appraisers, one to be selected by the owners of 2/3 of the shares involved, one by the board of directors of the resulting institution and the 3rd by the 2 so chosen. The valuation agreed upon by any 2 appraisers shall govern. If the appraisal is not completed within 90 days after the merger or consolidation becomes effective, the superintendent shall cause an appraisal to be made. The expenses of appraisal shall be paid by the resulting institution.
C. The resulting institution may fix an amount which it considers to be not more than the fair market value of the shares of the participating institution at the time of the stockholders' meeting approving the merger or consolidation, which amount it will pay to dissenting stockholders of that institution entitled to payment in cash. Acceptance of such offer by a dissenting stockholder shall terminate the rights granted to the accepting stockholder in paragraphs A and B.
D. The amount due under the appraisal or the accepted offer shall constitute a debt of the resulting institution.
6. Federally chartered institution as participant. If one of the parties to a merger or consolidation is a Federally-chartered stock federally chartered investor-owned institution, the participants shall comply with all requirements imposed by Federal federal law for such merger or consolidation in addition to the requirements contained in this Title, and shall provide evidence of such compliance to the superintendent as a condition precedent to the issuance of a certificate in subsection 4, paragraph B section 351, subsection 5 relating to such merger or consolidation. The rights of dissenting stockholders investors in such federally-chartered federally chartered institutions shall be are governed by federal law.
7. Merger of investor-owned institution with national bank.
A. Nothing contained in the law of this State shall restrict restricts the right of a trust company financial institution organized under chapter 31 to merge or consolidate into a resulting national bank. The action to be taken by the trust company investor-owned institution and its rights and liabilities and those of its stockholders shall be investors are the same as those prescribed for national banks at the time of the action by the law of the United States and not by the law of this State, except that a vote of the holders of 2/3 of each class of voting stock equity interest of a trust company shall be an investor-owned institution is required for such the merger or consolidation and that, on merger or consolidation into a national bank, the rights of dissenting stockholders shall be investors are those specified in Federal federal law for national banks.
B. Upon the completion of the merger or consolidation, the franchise of the participating trust company shall terminate investor-owned institution terminates automatically.
Sec. G-3. 9-B MRSA §353, as enacted by PL 1975, c. 500, §1, is amended to read:
§353. Mergers and consolidations; mutual financial institutions
Any 2 or more mutual financial institutions authorized to do business in this State may merge or consolidate into one mutual financial institution organized under the laws of this State chapter 32 in accordance with the procedures, and subject to the conditions and limitations, set forth in this section.
1. Adoption of plan. The board of directors governing body of each participating institution shall adopt, by a majority vote or higher if required by its organizational documents, a plan of merger or consolidation on such terms as shall be are mutually agreed upon. The plan shall must include:
A. The names of the participating institutions and their locations;
B. The type of institution which the resulting institution is to be;
C. With respect to the resulting institution, the name and location of its principal office, branch offices and facilities; the name, address and occupation of each director who is to serve until the next annual meeting of the corporators or members mutual voters; and the name and address of each officer;
D. The mode for carrying the plan into effect, and the proposed effective date;
E. The manner of converting deposits, accounts, or shares of such institutions into deposits, accounts or shares of the resulting institution;
F. A statement that the agreement is subject to the approval of the superintendent and of the corporators or members mutual voters of each participating institution; and
G. Such other provisions and details as may be necessary to perfect the merger or consolidation, or as may be required by the superintendent.
2. Superintendent's approval. Following approval by the board of directors of each participating institution, the plan of merger or consolidation, together with certified copies of the authorizing resolutions adopted by the board of directors of each participating institution, shall be forwarded to the superintendent for his approval or disapproval pursuant to section 252. If the superintendent disapproves the plan, the reasons for such disapproval shall be stated in writing and furnished by the superintendent to the participating institutions, which shall be given an opportunity to amend the plan to obviate such reasons for disapproval.
2-A. Superintendent's approval. The superintendent shall approve the plan of merger or consolidation in accordance with section 351, subsection 3.
3. Vote of mutual voters. The plan of merger or consolidation, as approved by the superintendent, shall must be submitted to the corporators or members mutual voters of the participating institutions for their approval at an annual meeting, or at a special meeting called for that purpose, in accordance with section 351, subsection 4 and with the following manner: requirements.
A. Notice of such meeting shall be published at least once a week for 3 successive weeks in a newspaper or newspapers of general circulation in the county or counties where each participating institution's principal office is located, or in such other newspapers as the superintendent may designate, the last of which notices shall be published at least 15 days prior to the meeting. Copies of said the notice shall be mailed to each corporator or member at his last known address, and shall also required under section 351, subsection 4, paragraph A, must be posted in a conspicuous place in all offices of the participating institutions, at least 15 days prior to the meeting.
B. A 2/3 vote of the corporators or members of each participating institution shall be necessary to approve the plan of merger or consolidation presented by its board of directors. Any corporator or member mutual voter not present at such the meeting in person shall must be regarded as having affirmatively voted for the merger or consolidation, and shall be counted among the required 2/3 vote; provided that if notice of this fact shall have been is contained in the published and mailed notices; and provided further that such if this notice was mailed to the corporator or member mutual voter as required in section 351, subsection 4, paragraph A.
C. The vote of the corporators or members shall constitute the adoption of the articles of incorporation and bylaws of the resulting institution, including amendments, contained in the merger or consolidation agreement.
4. Executed plan; certificate; effective date. The executed plan, certificate and effective date must be in accordance with section 351, subsection 5.
A. Upon approval by the corporators or members of the participating institutions, the president or vice president and the clerk or secretary of each institution shall submit the executed plan or merger or consolidation to the superintendent, together with the resolutions of the corporators or members approving it, each certified by such officers.
B. Upon receipt of the items in paragraph A and evidence that the participating institutions have complied with all applicable federal law and regulations, the superintendent shall issue to the resulting institution a certificate specifying the name of each participating institution and the name of the resulting institution; and shall file a copy of the certificate and certified votes with the Secretary of State for record. Such certificate shall be conclusive evidence of the merger or consolidation, and of the correctness of all proceedings relating thereto in all courts and places. The certificate may be filed in any office for the recording of deeds to evidence the new name in which property of the participating institutions is to be held.
C. Unless a later date is specified in the certificate, the merger or consolidation shall be effective upon issuance of the certificate in paragraph B, and the franchises of all but the resulting institution shall terminate automatically.
5. Federally-chartered institution as participant. If one of the parties to a merger or consolidation is a federally-chartered federally chartered mutual financial institution, the participants shall comply with all requirements imposed by federal law for such merger or consolidation and provide evidence of such compliance to the superintendent as a condition precedent to the issuance of a certificate in subsection 4, paragraph B section 351, subsection 5 relating to such merger or consolidation.
Sec. G-4. 9-B MRSA §354, as amended by PL 1997, c. 22, §10, is further amended to read:
§354. Mergers and consolidations; investor-owned and mutual financial institutions
1. Resulting mutual financial institution. A stock An investor-owned financial institution may be merged into or consolidated with a mutual financial institution organized under the laws of this State in accordance with the procedures and subject to the conditions and limitations set forth in this subsection.
A. The acquiring mutual financial institution shall comply with the requirements of section 353, subsections 1 to 4, except that the plan of merger or consolidation must state the amount that institution will pay for the shares of stock equity interests in the stock investor-owned institution to be acquired and additional information the superintendent considers appropriate.
E. The stock investor-owned institution to be acquired shall comply with section 352, subsections 1 to 6.
F. Sections 356 to 357 and 358 apply to mergers or consolidations made pursuant to this section.
2. Resulting investor-owned institution. Except as the superintendent may authorize pursuant to section 354-A, a mutual financial institution may not merge into a stock an investor-owned institution organized under the laws of this State without prior compliance with section 344 and all rules adopted under that section.
Sec. G-5. 9-B MRSA §354-A, as enacted by PL 1981, c. 539, §2, is amended to read:
§354-A. Authority for expedited mergers and consolidations
Notwithstanding any other provision of law, or any charter, certificate of organization, articles of association, articles of incorporation, or bylaw organizational document of any participating institution, following approval of the plan of merger or consolidation by a majority vote of the board of directors governing body of each participating institution and receipt by the superintendent of certified copies of the authorizing resolutions adopted by the board of directors governing body of each participating institution, the superintendent may order that the merger or consolidation become effective immediately if he the superintendent believes that the action is necessary for the protection of depositors, shareholders or the public. Any person aggrieved by a merger or consolidation pursuant to this section shall be is entitled to judicial review of the superintendent's order in accordance with the Maine Administrative Procedure Act, Title 5, chapter 375, subchapter VII.
Sec. G-6. 9-B MRSA §355, as amended by PL 1991, c. 386, §§7 to 10, is further amended to read:
§355. Acquisition of assets; assumption of liabilities
A financial institution organized under the laws of this State may acquire the assets of, or assume the liabilities of, any other financial institution authorized to do business in this State, in accordance with the procedures and subject to the conditions and limitations set forth below in this section.
1. Adoption of plan. The board of directors governing body of the acquiring or assuming institution and the board of directors governing body of the transferring institution shall adopt, by majority vote, a plan for acquisition, assumption or sale on terms that are mutually agreed upon. The plan must include:
A. The names and types of the institutions involved;
B. A statement setting forth the material terms of the proposed acquisition, assumption or sale, including, if applicable, the plan for disposition of all assets and liabilities not subject to the plan;
C. A statement, if applicable, of the plan governing liquidation of the transferring institution pursuant to section 364 upon execution of the plan, with that liquidation being a required provision of the plan;
D. A statement that the entire transaction is subject to written approval of the superintendent and, if the transaction involves all or substantially all of the assets or liabilities of the transferring institution, the approval of the transferring institution's stockholders, corporators or members investors or mutual voters;
E. If a stock an investor-owned institution is the transferring institution and the proposed sale is not for cash, a clear and concise statement that stockholders investors of the institution voting against the proposed sale are entitled to rights set forth in section 352, subsection 5; and
F. The proposed effective date of the acquisition, assumption or sale and all other information and provisions that are necessary to execute the transaction or that are required by the superintendent.
2. Superintendent's approval. Following approval by the respective board of directors of each participating institution, the plan, together with certified copies of the authorizing resolutions adopted by the board of directors of each participating institution, shall be forwarded to the superintendent for his approval or disapproval pursuant to section 252. If the superintendent disapproves the plan, the reasons for such disapproval shall be stated in writing and furnished by the superintendent to the participating institutions, which shall be given an opportunity to amend the plan to obviate such reasons for disapproval.
2-A. Superintendent's approval. The superintendent shall approve the plan of merger or consolidation in accordance with section 351, subsection 3.
3. Vote of investors or mutual voters. If the transaction involves all or substantially all of the assets or liabilities of the transferring institution or if the transferring institution's organizational documents require, the plan of acquisition, assumption or sale must be presented to the stockholders, corporators or members investors or mutual voters of the transferring institution for their approval, and their approval must be obtained in accordance with section 351, subsection 4. If the transferring institution is a stock institution, approval must be obtained in accordance with section 352, subsection 3; if the transferring institution is a mutual institution, approval must be obtained in accordance with section 353, subsection 3 of investors is required, then investors dissenting to the transaction have the rights set forth in section 352, subsection 5.
4. Executed plan; certificate; effective date.
A. If the plan is approved by the stockholders, corporators or members investors or mutual voters of the transferring institution, the chief executive officer, president or vice president vice-president and the clerk or secretary of such institution shall submit the executed plan to the superintendent, together with a copy of the resolution of the stockholders, corporators, or members investors or mutual voters approving it, each certified by such these officers.
B. Upon receipt of the items set forth in paragraph A and evidence that the participating institutions have complied with all applicable federal law and regulations, the superintendent shall certify, in writing, to the participants that the plan has been approved and is in compliance with the provisions of this Title.
C. Notwithstanding approval of the stockholders, corporators or members, investors or mutual voters or certification by the superintendent, the transferring institution's board of directors governing body may, in its discretion, abandon such a transaction without further action or approval by stockholders, corporators, or members the investors or mutual voters, subject to the rights of third 3rd parties under any contracts relating thereto to the transaction.
5. Federally chartered institution as participant. If one of the participants in a transaction under this section is a Federally-chartered federally chartered institution, all participants shall comply with such requirements as may be imposed by federal law for such an acquisition, assumption or sale and provide evidence of such compliance to the superintendent as a condition precedent to the issuance of a certificate in subsection 4, paragraph B relating to such acquisition, assumption or sale; provided that if the purchasing or assuming institution is a federally-chartered federally chartered institution, no approval of by the superintendent shall be is not required.
6. Investor-owned institution acquiring mutual financial institution. Except as the Superior Court may authorize pursuant to section 367, subsection 7, a A mutual financial institution shall may not sell all or substantially all of its assets to a stock an investor-owned institution without prior compliance with section 344 and all regulations promulgated thereunder rules adopted under section 344.
7. Other sections. Sections 357 and 358 shall apply to acquisitions, assumptions and sales made pursuant to this section.
8. Applicability. This section does not apply to a transfer of assets of a financial institution in the ordinary course of business that does not include any assumption of deposit liabilities.
Sec. G-7. 9-B MRSA §355-A, first ¶, as amended by PL 1991, c. 34, §3, is further amended to read:
Notwithstanding any other provision of law, or any charter, certificate of organization, articles of association, articles of incorporation or bylaw organizational document of any participating institution, the superintendent may order that the acquisition of assets and assumption of liabilities become effective immediately if the superintendent determines that the action is necessary for the protection of depositors, shareholders or the public. This action may be taken upon receipt of the following:
Sec. G-8. 9-B MRSA §355-A, sub-§1, as enacted by PL 1991, c. 34, §3, is amended to read:
1. Authorizing resolutions and plan. Certified copies of the authorizing resolutions adopted by the respective board of directors governing bodies of the acquiring or assuming financial institution or financial institution holding company, and a copy of the plan of acquisition of assets and assumption of liabilities approved by a majority vote of the boards of directors governing bodies of the acquiring or assuming financial institution or financial institution holding company and the transferring institution; or
Sec. G-9. 9-B MRSA §356, as enacted by PL 1975, c. 500, §1, is repealed.
| Revisor of Statutes Homepage | Subject Index | Search | Laws of Maine | Maine Legislature |
