The Florida Senate

655.417  Effect of merger, consolidation, conversion, or acquisition.--From and after the effective date of a merger, consolidation, conversion, or acquisition, the resulting financial entity may conduct business in accordance with the terms of the plan as approved; provided that:

(1)  CONTINUING ENTITY.--Even though the charter of a participating or converting financial entity has been terminated, the resulting financial entity is deemed to be a continuation of the participating or converting financial entity such that all property of the participating or converting financial entity, including rights, titles, and interests in and to all property of whatsoever kind, whether real, personal, or mixed, and things in action, and all rights, privileges, interests, and assets of any conceivable value or benefit which are then existing, or pertaining to it, or which would inure to it, are immediately vested in and continue to be the property of the resulting financial entity, by act of law and without any conveyance or transfer and without further act or deed; and such financial entity has, holds, and enjoys the same in its own right as fully and to the same extent as the same was possessed, held, and enjoyed by the participating or converting financial entity; and, at the time of the taking effect of such merger, consolidation, conversion, or acquisition, the resulting financial entity has and succeeds to all the rights, obligations, and relations of the participating or converting financial entity.

(2)  EFFECT ON JUDICIAL PROCEEDINGS.--Any pending action or other judicial proceeding to which the participating or converting financial entity is a party is not abated by reason of such merger, consolidation, conversion, or acquisition but may be prosecuted to final judgment, order, or decree in the same manner as if such action had not been taken; and the financial entity resulting from such merger, consolidation, conversion, or acquisition may continue such action in its new name; and any judgment, order, or decree may be rendered for or against it which might have been rendered for or against the participating or converting financial entity previously involved in such judicial proceeding.

(3)  CREDITORS' RIGHTS.--The resulting financial entity in a merger, consolidation, conversion, or acquisition is liable for all obligations of the participating or converting financial entity which existed prior to such action; and the action taken does not prejudice the right of a creditor of the participating or converting financial entity to have his or her debts paid out of the assets thereof, nor may such creditor be deprived of, or prejudiced in, any action against the officers, directors, members, or other persons participating in the conduct of the affairs of a participating or converting financial entity for any neglect or misconduct.

(4)  EXCEPTION.--In the case of an acquisition of assets pursuant to s. 655.414, the provisions of subsections (1), (2), and (3) apply only to the assets acquired and the liabilities assumed by the resulting financial entity, provided sufficient assets to satisfy all liabilities not assumed by the resulting financial entity are retained by the transferring financial entity.

History.--s. 4, ch. 82-214; s. 1, ch. 85-65; s. 1, ch. 91-307; ss. 1, 36, ch. 92-303; s. 525, ch. 97-102.