§ 45-2-1304 — Merger procedure - Resulting state bank

(a) The board of directors of each merging state bank shall, by a majority of the entire board, approve a merger agreement, which shall contain: (1) The name of each merging bank and location of each office; (2) With respect to the resulting bank: (A) Its name and the location of the principal and of each additional office, which shall not be at places other than pre-existing offices of any merging bank; (B) The name and residence of each director to serve until the next annual meeting of the stockholders; (C) The name and residence of each officer; (D) The amount of capital, the number of shares and the par value of each share; (E) Whether preferred stock is to be issued and the amount, terms, and preference; and (F) The designation of the continuing bank, the charter of which is to be the charter of the resulting bank, together with the amendments to the continuing charter and to the continuing bylaws; (3) Provisions governing the manner of converting the shares of the merging banks into shares of the resulting state bank; (4) A statement that the agreement is subject to approval by the commissioner and by the stockholders of each merging bank; (5) Provisions governing the manner of disposing of the shares of the resulting state bank not taken by dissenting stockholders of merging banks; (6) Provisions for terminating any activities and disposing of any assets that do not conform to the requirements of the resulting institution when the merger involves an association; and (7) Other provisions that the commissioner requires in order to discharge the commissioner's duties with respect to the merger. (b) After approval by the board of directors of each merging state bank, the merger agreement shall be submitted to the commissioner for approval, together with certified copies of the authorizing resolutions of each board of directors showing approval by a majority of the entire board and evidence of proper action by the board of directors of any merging national bank. (c) The commissioner shall approve the agreement if it appears that: (1) The resulting state bank meets the requirements of state law as to the formation of a new state bank; (2) The agreement provides an adequate capital structure, including surplus, in relation to the deposit liabilities of the resulting state bank and its other activities that are to continue or are to be undertaken; (3) The agreement is fair; (4) The merger is not contrary to the public interest; and (5) When the merger involves an association, the schedule for termination of any nonconforming activities and disposition of any nonconforming assets is timely, and the plan for termination and disposition does not include any unsafe and unsound practices. (d) If the commissioner disapproves an agreement, the commissioner shall state any objections and give an opportunity to the merging banks to amend the merger agreement to obviate the objections. (e) The merger procedure prescribed in this section shall also apply to the merger of an association and state bank resulting in a state bank.

Legislative History

Acts 1969, ch. 36, § 1 (3.404); 1973, ch. 294, § 6; T.C.A., § 45-604; Acts 1985, ch. 174, §§ 5-7.