Delaware Code Title 5 Sec. 784 – Premerger procedure for 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: (i) its name and the location of the principal and of each additional office which shall not be at places other than preexisting offices of any merging bank; (ii) the name and residence of each director to serve until the next annual meeting of the stockholders; (iii) the name and residence of each officer; (iv) the amount of capital, the number of shares and the par value of each share, or a statement that the resulting bank will be a nonstock corporation; (v) whether preferred stock is to be issued and the amount, terms and preferences; (vi) 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 and, if any shares of any of the merging banks are not to be converted solely into shares or other securities of the resulting state bank, the cash, property, rights or securities of any other bank or corporation which the holders of such shares are to receive in exchange for, or upon conversion of, such shares and the surrender of the certificates evidencing them, which cash, property, rights or securities of any other bank or corporation may be in addition to or in lieu of shares of other securities of the resulting state bank and such other details or provisions as are deemed desirable, including, without limiting the generality of the foregoing, a provision for the payment of cash in lieu of the issuance or recognition of fractional shares, interest or rights, or for any other arrangement with respect thereto consistent with § 155 of Title 8;
(4) A statement that the agreement is subject to approval by the State Bank 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; and
(6) Such other provisions as the State Bank Commissioner may require to enable him or her to discharge his or her duties with respect to the merger.
Terms Used In Delaware Code Title 5 Sec. 784
- Bank: means a state or a national bank. See Delaware Code Title 5 Sec. 781
- banks: when used in this chapter, do not include such national banks, except as otherwise provided in subchapters VI and VII of this chapter. See Delaware Code Title 5 Sec. 701
- Continuing bank: means a merging bank, the charter of which becomes the charter of the resulting bank. See Delaware Code Title 5 Sec. 781
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- Merger: includes consolidation. See Delaware Code Title 5 Sec. 781
- Merging bank: means a party to a merger. See Delaware Code Title 5 Sec. 781
- Resulting bank: means the bank resulting from a merger or conversion. See Delaware Code Title 5 Sec. 781
- State: means the State of Delaware; and when applied to different parts of the United States, it includes the District of Columbia and the several territories and possessions of the United States. See Delaware Code Title 1 Sec. 302
- State bank: means a bank or trust company chartered under the laws of this State. See Delaware Code Title 5 Sec. 781
(b) After approval by the board of directors of each merging state bank, the merger agreement shall be submitted to the State Bank 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) Within 30 days after receipt by the State Bank Commissioner of the papers specified in subsection (a) of this section, the Commissioner shall approve or disapprove the merger agreement, and if no action is taken, the agreement shall be deemed approved; provided, however, that before the expiration of such 30-day period or any extension thereof, the Commissioner in the Commissioner’s sole discretion may by order extend such period for up to an additional 30 days in order to enable the Commissioner to fulfill the Commissioner’s responsibilities with respect to the merger. 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 which are to continue or are to be undertaken;
(3) The agreement is fair; and
(4) The merger is not contrary to the public interest.
(d) If the State Bank Commissioner disapproves an agreement, the State Bank Commissioner shall state the objections thereto and give an opportunity to the merging banks to amend the merger agreement to obviate such objections.
5 Del. C. 1953, § ?784; 49 Del. Laws, c. 126; 57 Del. Laws, c. 740, § ?19D; 63 Del. Laws, c. 186, § ?7; 70 Del. Laws, c. 186, § ?1; 71 Del. Laws, c. 19, § ?27; 71 Del. Laws, c. 25, § ?15;