NEW JERSEY (17 New Jersey Statute, Annotated, 1950, Title 17, Ch. 9A, Art. 21) Delegation Section 17:9A-136 reads in part: "A. The merger agreement, executed by all the parties thereto, shall be submitted to the commissioner who shall, within sixty days from the date of such submission, endorse thereon his approval or disapproval. If the commissioner shall disapprove the agreement, he shall forthwith file a memorandum in the department stating the reasons for his disapproval, and shall mail a copy of the memorandum to each of the banks which is a party to the merger agreement. . . Standards Section 17: 9A-136 reads in part: The commissioner shall not withhold his approval unless he shall find that the merger agreement contains provisions which do not conform to this act, or that the merger will not be in the public interest. Miscellaneous Section 17:9A-148 indicates State authorization is not needed for merger into a resulting national bank. NEW MEXICO (7 New Mexico Statute, Annotated, 1953, Ch. 48, Art. 13) Delegation "Upon approval by the state bank examiner, banks may be merged to result in a state bank or a national bank may convert into a state bank as hereafter prescribed, except that the action by a national bank shall be taken in the manner prescribed by and shall be subject to limitations and requirements imposed by the law of the United States which shall also govern the rights of its dissenting stockholders." Standards Section 48-13-4 (c) reads in part: The state bank examiner shall approve the agreement if he finds that"(1) The resulting state bank meets the requirements 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. "(4) The merger is not contrary to the public interest." NEW YORK (4 McKinney's Consolidated Laws of New York Annotated, 1950, (1958 Supp.) Secs. 136, 137) Delegation Section 136 (3) reads in part: "in the case of each merger, a written plan of merger shall be submitted, in duplicate, to the superintendent. Such plan shall be in form satisfactory to the superintendent and shall prescribe the terms and conditions of the merger and the mode of carrying it into effect. . . Standards Section 136 (2) reads in part: ". . . The superintendent shall approve or disapprove such plan of conversion within ninety days of such submission therof to him. . . ." Section 24 reads in part: "1. Within ninety days after the date when any organization certificate or private banker's certificate shall have been filed for examination, the superintendent, if he shall find after investigation and examination of what he deems to be the best sources of information at his command that the public convenience and advantage will be promoted by allowing such proposed corporation or private banker to engage in business, Miscellaneous Section 136-4 reads in part: 66 and provided further, however, that nothing in this section shall be deemed to authorize the resulting state bank to maintain as its own office any office previously maintained by the national banking association, and authority, if any, to maintain any such office shall be governed by the provisions of this chapter other than this section; . . ." Section 137 (1) reads: "A state bank may, by vote of the stockholders owning at least two-thirds in amount of its stock, convert into, or merge or consolidate with, a national banking association under the charter of a national banking association in the maner provided by federal law and without approval of any state authority." NORTH CAROLINA (2B General Statutes of North Carolina, 1950, (1957 Supp.) Secs. 53-12, 53-17) Delegation Section 53-12 reads in part: 66 .. Before such consolidation or transfer shall become effective, each bank concerned in such consolidation or transfer shall file, or cause to be filed, with with the Commissioner of Banks, certified copies of all proceedings had by its directors and stockholders, which said stockholders' proceedings shall set forth that holders of at least two-thirds of the stock voted in the affirmative on the proposition of consolidation or transfer... Standards Section 53-12 reads in part: 66 Upon the filing of such stockholders' and directors' proceedings as aforesaid, the Commissioner of Banks shall cause to be made an examination of each bank to determine whether the interests of the depositors, creditors, and stockholders of each bank are protected, and that such consolidation or transfer is made for legitimate purposes, and his consent to or rejection of such consolidation or transfer shall be based upon such examination. No such consolidation or transfer shall be made without the consent of the Commissioner of Banks. . . ." Miscellaneous Section 53-16 provides for merger into a resulting national bank without State approval. NORTH DAKOTA (1 North Dakota Revised Code of 1943, (1953 Supp.), Secs. 6-0206, 6-0311, 6-0313) Delegation Section 6-0311 reads in part: "Any two or more banks or trust companies, with the approval of the state examiner, may consolidate or merge into one bank under the charter of either existing bank on such terms and conditions as lawfully may be agreed upon by a majority of the board of directors of each bank or trust company proposing to consolidate or merge Standards Section 6-0311 reads in part: The capital stock and surplus of such consolidated bank or trust company shall not be less than that required under this title for the organization of a bank or trust company of the class of the largest consolidating bank. . . . Section 6-0206 reads in part: "At the time and place stated, and through any sources of information at its command, the board diligently shall inquire whether the place where such banking association is proposed to be located is in need of further banking facilities, whether the proposed association is adapted to the filling of such need, and whether the proposed incorporators are possessed of such character, integrity, reputation, and financial standing as shown by a detailed financial statement to be furnished by them, that their connection with the banking association will be beneficial to the public welfare of the community in which such bank is proposed to be established. The board shall hear any reasons advanced by the applicants why they should be permitted to organize the proposed association, and any reasons advanced by any person why any such association should not be permitted to be organized OHIO (Page's Ohio Revised Code Annotated, 1954, (1957 Supp.) Sections 1103-37, 1103-39) Delegation Section 1103.37 (D) reads in part: "Within fifteen days after the filing of the agreement and other proceedings required by divisions (B) and (C) of this section, the superintendent shall approve such consolidation or transfer if the resulting bank meets the requirements of state law for the formation of a new state bank; if the agreement is fair to the stockholders, depositors, and creditors of each bank; and if the consolidation or transfer is for a legitimate purpose. Standards See above. Miscellaneous Section 1103.37 (B) reads in part: "Without the approval of any authority of this state and in the manner provided by the laws of the United States, a national banking association located in this state and a bank organized under the laws of this state may consolidate with each other, OKLAHOMA (Oklahoma Statutes Annotated, 1951, (1958 Supp.), Title 6, Ch. 2) Delegation No approval of State supervisory authority needed. Section 58.2 reads in part: “... If, within ninety (90) days from the date of consummation of the conversion, merger, or consolidation, for any reason one (1) or more of the appraisers is not selected as herein provided, or the appraisers fail to determine the value of such shares, the Bank Commissioner shall upon written request of any interested party, cause an appraisal to be made, which shall be final and binding on all parties. The expenses of the Bank Commissioner in making the reappraisal, or the appraisal as the case may be, shall be paid by the resulting State bank. The plan of conversion, merger, or consolidation shall provide the manner of disposing of the shares of the resulting State bank not taken by the dissenting shareholders of the State bank." Section 58.3 reads: "No conversion, consolidation or merger shall be had in contravention of Federal law and the national bank involved in such conversion, merger or consolidation shall observe all applicable Federal laws and regulations and its dissenting shareholders shall have all rights and privileges provided by Federal laws and regulations." Standards None. OREGON (Oregon Revised Statutes, 1958, Ch. 711, Sections 711.005, 711.060) Delegation Section 711.020 (3) reads in part: "Within 30 days after receipt by the Superintendent of Banks of the papers specified in subsection (1) of this section, the Superintendent of Banks shall approve or disapprove the merger agreement. Standards Section 711.020 (3) reads in part: that: The Superintendent of Banks shall approve the agreement if he finds "(a) The resulting state bank meets the requirements of state law as to the formation of a new state bank. 38251-59-14 "(b) 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. "(c) The agreement is fair. "(d) The merger is not contrary to the public interest." PENNSYLVANIA (Purdon's Pa. Statutes Annotated, 1939, (1958 Supp.), Title 7, Sections 819-1402, 819-1423) Delegation Section 819-1405 reads in part: "In addition to any bonus, fees, taxes, and charges provided by law in the case of any corporation, an incorporated institution shall pay to the Department of State such reasonable fees, as shall be established by rule and regulation by the Department of Banking for the investigation made by the Department of Banking, pursuant to the provisions of this act, to determine whether the articles of merger or articles of consolidation, as the case may be, should be approved. Standards Section 819-1406 A reads in part: "Except as otherwise provided in this act, the Department of Banking shall, immediately upon the receipt from the Department of State of the articles of merger or articles of consolidation, conduct such examination as it may deem necessary to ascertain from the best sources of information at its command: * * * * * "(6) Whether, on the basis of (i) the financial history and condition of the institution or institutions or national banking association or associations involved, (ii) their prospects, (iii) the character of their management, and (iv) the convenience, needs and welfare of the communities and area affected, such merger or consolidation would be consistent with adequate and sound banking and the public interest." RHODE ISLAND (4 General Laws of Rhode Island, 1956, Title 19) There is no specific statute controlling or regulating bank mergers or consolidations. However, a bank merger might require an amendment in a bank's charter which must be approved by the board of bank incorporation under section 19-1-12. Delegation SOUTH CAROLINA (1 Code of Laws, South Carolina, 1952, Title 8, Art. 2) Section 8-125 reads: "Any bank or trust company incorporated under the laws of this State may be merged or consolidated with any national banking association under the charter of such national banking association or under a new charter issued as may be lawfully agreed upon or may be merged with or consolidated with any other bank or trust company organized under the laws of this State; provided, that the laws of this State governing the consolidation of state banks and trust companies shall first be complied with as to the consolidation of such bank or trust company." Section 8-126 reads in part: "When such consolidation shall have been effected and approved as provided by law, all the rights, franchises and interests of such bank or trust company so consolidated with the national banking association or state bank or trust company in and to every species of property, real, personal and mixed, and choses in action thereto belonging shall be deemed to be transferred to and vested in such national banking association or in such state bank or trust company into which it is consolidated, . . Standards Section 8-126 reads in part: “... In case of such consolidation the rights of creditors of such bank or trust company shall be preserved unimpaired and all lawful debts and liabili ties of such bank or trust company shall be deemed to have been assumed by such consolidated national banking association or such consolidated state bank or trust company." Miscellaneous While section 8-126 seems to state a merger must be "approved as provided by law," the statute does not clearly set this out nor does it indicate whose approval must be sought. Delegation SOUTH DAKOTA (South Dakota Code of 1939, Title 6, Sec. 6.0404) Section 6.0404 reads: "A bank may consolidate with some other bank in the same city or town by transferring its resources and liabilities to such bank, but no such consolidation shall be made or become effective without first giving due notice in writing of such intention to the Superintendent, and not then until a thorough examination has been made under his direction and a report thereeof furnished to the Commission, and their consent in writing given thereto." Standards See above. Delegation TENNESSEE (8 Tennessee Code Annotated, 1955, Title 45, Ch. 6) Section 45-601 reads in part: "Any two (2) or more corporations chartered under the laws of the state of Tennessee, and located in the same county of the state (meaning thereby the principal office or place of business of such corporation without regard to the location of any branch or branches of said corporation) conducting a general banking, and/or trust business, may consolidate or merge into a single corporation. provided further, however, that a written application must be filed by the banks desiring to consolidate or merge with the superintendent of banks, stating the facts in regard thereto, and accompanied by an executed or certified copy of the agreement between said banks, Standards Section 45-601 reads in part: and the said superintendent of banks must examine into the proceedings to consolidate or merge said banks and must issue his certificate in triplicate certifying that the consolidation or merger has been in pursuance of the requirements of law; . . . The superintendent of banks shall isssue his certificate if the requirements of law have been complied with for such consolidation or merger, but shall refuse to issue his certificate unless the requirements of law have been complied with." Section 45-602 reads: "No certificate shall be issued unless all liabilities of the constituent corporations are assumed by the consolidated or merged corporation or are paid or payment is satisfactorily arranged, and unless the net assets of the consolidated or merged corporation exceed the amount of the liabilities assumed by it to at least the extent of the amount with which the consolidated or merged corporation proposes to begin business by way of paid-in capital and surplus or other assets, and the superintendent of banks is expressly authorized prior to the issuance of any certificate to make such examination and appraisals as he may deem proper to ascertain the value of the assets with which the consolidated or merged corporation will begin business and the amount of liabilities for which it will be obligated at the time of beginning business." TEXAS (1 Vernon's Texas Civil Statutes, 1947, Title 16, Art. 342-308) Delegation Article 342-308 reads in part: "Any two or more state banks, or if national banks are hereafter authorized by the laws of the United States to participate in such a merger, any one or |