§ 19-7-5. General effect of merger or consolidation.
Upon the merger or consolidation of a financial institution with one or more banks
in accordance with the provisions of this chapter:
(1)(i) All of the property of each predecessor bank, including all its right, title, and
interest in and to all assets of any conceivable value or benefit then existing, belonging
or pertaining to it, shall immediately, by act of law and without conveyance or transfer,
and without any further act or deed, be vested in and become that of the successor
bank. The successor bank shall have, hold, and enjoy the right, privilege, interest,
or asset in its own right as fully and to the same extent as when it was possessed,
held, or enjoyed by the predecessor bank; and
(ii) The successor bank shall be deemed to be a continuation of the entity and identity
of the predecessor bank, and all the rights, obligations, and relations of the predecessor
bank to, or in respect to, any person, estate, creditor, depositor, trustee, or beneficiary
of any trust and in respect to any executorship or trusteeship or trust or other fiduciary
function, including appointments, designations, and nominations, shall remain unimpaired.
The successor bank shall succeed to all rights, obligations, relations, and trusts
including appointments, designations, and nominations, and the duties and liabilities
connected the predecessor bank, and shall execute and perform each and every trust
and relation in the same manner as if the successor bank had itself assumed the trust
or relation, including the obligations and liabilities connected with the predecessor
bank.
(iii) If the predecessor bank was acting as administrator, co-administrator, executor, co-executor,
trustee, or co-trustee of, or in respect to, any estate or trust being administered
under the laws of this state and, to the extent permitted by the laws of this state,
the laws of any other state, such relations as well as any other similar fiduciary
relations, and all rights, privileges, duties, and obligations connected with the
predecessor bank, shall remain unimpaired and shall continue into and in the successor
bank, irrespective of the date when any of these relations may have been created or
established, irrespective of the date of any trust agreement relating thereto or the
death of any testator or decedent whose estate is being administered.
(2) Nothing done in connection with the merger or consolidation of the bank shall, in
respect to any executorship, trusteeship, or similar fiduciary relation, be deemed
to be or to effect, under the laws of this state, a renunciation of any letters of
administration or letters testamentary pertaining to that relation, or a removal or
resignation from any executorship or trusteeship, nor shall the act or any other thing
done be deemed to be of the same effect as if the executor or trustee had died or
otherwise become incompetent to act.
(3) A pending action or other judicial proceeding to which any of the constituent banks
is a party shall not be deemed to have abated or to have 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; or the successor
bank may be substituted as a party to any action or proceeding to which the predecessor
bank was a party, and any judgment, order, or decree may be rendered for or against
the successor bank that might have been rendered for or against the predecessor bank
if the merger or consolidation had not occurred.
(4) After merger or consolidation, a foreclosure of a mortgage begun by any predecessor
bank may be completed by the successor bank and publication begun by the predecessor
bank may be continued in the name of the successor bank. Any certificate of possession,
affidavit of sale, or foreclosure deed relative to the foreclosure shall be executed
by the proper officers on behalf of whichever of the constituent banks actually took
possession or made the sale, but any instrument executed on behalf of the successor
bank shall recite that it is the successor of the predecessor bank that commenced
the foreclosure.
(5) A new name may be adopted as the name of the successor bank as part of the plan of
merger or consolidation, and it shall, without further action, become the name of
the successor bank upon the effective date of the merger or consolidation.
(6) The offices and branches of any bank merged or consolidated under the provisions of
this chapter may be maintained as branch offices of the successor bank with the written
permission of, and under the conditions, if any, set forth by the director, or the
director's designee, whether or not the branch offices shall be in more than one state.