2017 Florida Statutes
Plan of merger and merger agreement.
Plan of merger and merger agreement.
658.42 Plan of merger and merger agreement.—
(1) If the resulting bank or trust company will be a state bank or a state trust company, the constituent banks or trust companies shall adopt a plan of merger and merger agreement stating the method, terms, and conditions of the merger, including the rights of the stockholders of each constituent bank or trust company and all agreements concerning the merger. The board of directors of each constituent bank or trust company shall, by a majority of the entire board, approve the plan of merger and merger agreement which shall contain:
(a) The name of each constituent bank or trust company and the specific location of its office and each of its branches and trust service offices.
(b) With respect to the resulting state bank or state trust company:
1. The name and the specific location of the proposed main office and each existing and proposed branch office and trust service office;
2. The name and address of each director who is to serve until the next meeting of the stockholders at which directors are elected;
3. The name and address of each executive officer;
4. The number of shares of capital stock of every class; the par value of each share of every class; the limitations, rights, preferences, or other special terms, if any, of each class of stock; and the amount of the surplus fund and of retained earnings or the undivided profits fund;
5. Whether the resulting state bank is to have trust powers; and
6. The complete articles of incorporation under which the resulting bank or trust company will operate.
(c) The terms for the exchange of shares of the constituent banks or trust companies for cash or the shares, rights, obligations, or other securities or property, or a combination of any thereof, of the resulting bank or trust company, or of, or offered by, a bank holding company as defined in the Bank Holding Company Act of 1956, as amended, 12 U.S.C. ss. 1841-1849, which owns, or on the effective date of the merger and as a result of the merger will own, more than 50 percent of the shares of voting stock of the resulting bank.
(d) A statement that the plan and agreement are subject to approval by the office and by the stockholders of each constituent bank or trust company.
(e) Provisions governing the manner of disposing of the shares, if any, of the resulting state bank or state trust company not taken by dissenting shareholders of constituent banks or trust companies.
(f) Such additional provisions not contrary to law as may be agreed upon by the constituent banks and trust companies and such other provisions as the office requires to enable it to discharge its duties with respect to the merger.
(2) In connection with the organization of a successor institution, a showing and finding of public convenience and advantage for the organization of a new state bank or state trust company is not required; and the commission shall adopt special rules relating to the formation, organization, approval, and chartering of successor institutions which omit or waive such of the provisions of ss. 658.16-658.26 as are not essential to safeguard the public interest and the safety and soundness of state banks and state trust companies, but no certificate of authorization to conduct a banking business or trust business shall be issued to a successor institution unless a certificate of merger, as provided in s. 658.45, is issued pursuant to the plan of merger and merger agreement. However, nothing in this subsection shall be construed as waiving or otherwise impairing the public-interest requirement in s. 658.43(3)(d).
History.—s. 4, ch. 28016, 1953; ss. 12, 35, ch. 69-106; s. 3, ch. 76-168; s. 1, ch. 77-457; ss. 32, 151, 152, ch. 80-260; ss. 2, 3, ch. 81-318; ss. 17, 46, ch. 82-214; ss. 28, 51, ch. 84-216; s. 1, ch. 91-307; ss. 1, 125, ch. 92-303; s. 1787, ch. 2003-261.
Note.—Former s. 661.03.