11 Guam Code Ann. § 106304
Terms Used In 11 Guam Code Ann. § 106304
- 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.
- National Bank: A bank that is subject to the supervision of the Comptroller of the Currency. The Office of the Comptroller of the Currency is a bureau of the U.S. Treasury Department. A national bank can be recognized because it must have "national" or "national association" in its name. Source: OCC
(1) The name of each merging bank and location of each office. (2) With respect to the resulting bank:
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(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 preferences;
(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 by-laws.
(3) Provisions governing the manner of converting the shares of the merging banks into shares of the resulting territorial 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 territorial bank not taken by dissenting stockholders of merging banks.
(6) Such other provisions as the Commissioner requires to enable it to discharge its duties with respect to the merger,
(b) After approval by the board of directors of each merging territorial 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) Within thirty days after receipt by the Commissioner of the papers specified in Subsection (a), the Commissioner shall approve or disapprove the merger agreement, and if no action is taken the agreement shall be deemed approved. The Commissioner shall approve the agreement if it appears that:
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(1) The resulting territorial bank meets the requirements of
Guam law as to the formation of a new territorial bank.
(2) The agreement provides an adequate capital structure, including surplus, in relation to the deposit liabilities of the resulting territorial bank and its other activities which are to continue or are to be undertaken.
(3) The agreement is fair.
(4) The merger is not contrary to the public interest.
(d) If the Commissioner disapproves an agreement, he shall state his objections and give an opportunity to the merging banks to amend the merger agreement to obviate such objections.
SOURCE: GC § 30603.
2013 NOTE: Pursuant the authority granted by 1 Guam Code Ann. § 1606, numbers and/or letters in subsection (a)(2) were altered to adhere to the Compiler’s alpha-numeric scheme.