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The Florida Senate

2012 Florida Statutes

Title XXXVIII BANKS AND BANKING
Chapter 655 FINANCIAL INSTITUTIONS GENERALLY Entire Chapter
SECTION 417
Effect of merger, consolidation, conversion, or acquisition.
F.S. 655.417
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 or entities may conduct business in accordance with the terms of the plan as approved, subject to the following conditions and limitations:
(1) CONTINUING ENTITY.—Even though the charter of a participating or converting financial institution may have been terminated, the resulting financial entity is deemed to be a continuation of the participating or converting financial institution such that all acquired property of the participating or converting institution, 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. The resulting 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 institution and, at the time such merger, consolidation, conversion, or acquisition takes effect, the resulting financial entity has and succeeds to all the rights, obligations, and relations of the participating or converting institution.
(2) EFFECT ON JUDICIAL PROCEEDINGS.—Any pending action or other judicial proceeding to which the participating or converting financial institution 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 as if such action had not been taken. The resulting financial entity may continue such action in its new name, and any judgment, order, or decree that might have been rendered for or against the participating or converting institution may be rendered for or against the resulting financial entity.
(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 institution which existed before such action, and the action taken does not prejudice the right of a creditor of the participating or converting financial institution 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 institution for any neglect or misconduct.
(4) EXCEPTION.—In the case of an acquisition of assets or assumption of liabilities pursuant to s. 655.414, subsections (1), (2), and (3) apply only to the assets acquired and the liabilities assumed by the resulting financial entity if sufficient assets to satisfy all liabilities not assumed by the resulting financial entity are retained by the transferring financial institution.
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; s. 10, ch. 2011-194.