Code Section Group

Financial Code - FIN

DIVISION 1.6. DEPOSITORY CORPORATIONS—SALE, MERGER, AND CONVERSION [4800 - 4966]

  ( Heading of Division 1.6 renumbered from Division 1.5 by Stats. 2011, Ch. 243, Sec. 8. )

CHAPTER 4. Merger [4880 - 4908.10]

  ( Chapter 4 added by Stats. 1982, Ch. 1411, Sec. 3. )

ARTICLE 1. Merger Into California State Depository Corporation [4880 - 4891]
  ( Heading of Article 1 amended by Stats. 1995, Ch. 480, Sec. 156. )

4880.
  

In this article, unless the context otherwise requires:

(a) “Agreement of merger” includes a certificate of ownership executed pursuant to Section 1110 of the Corporations Code.

(b) “Merger” means any of the mergers described in Section 4881.

(Amended by Stats. 1996, Ch. 1064, Sec. 509.1. Effective January 1, 1997. Operative July 1, 1997.)

4881.
  

(a) With the approval of the commissioner, a bank may merge into a California state bank pursuant to (1) this article, (2) in case the disappearing bank is a national banking association or a California federally licensed foreign (other nation) bank, federal law, and (3) in case the disappearing bank is a foreign bank, the law of the foreign bank’s domicile.

(b) With the approval of the commissioner, an industrial loan company may merge into a California industrial loan company pursuant to (1) this article and (2) in case the disappearing industrial loan company is a foreign (other state) industrial loan company, the law of the foreign industrial loan company’s domicile.

(c) With the approval of the commissioner, a depository corporation of any class may merge into a California state depository corporation of another class pursuant to (1) this article, (2) in case the disappearing depository corporation is a federal depository corporation or a California federally licensed foreign (other nation) bank, federal law, and (3) in case the disappearing depository corporation is a foreign depository corporation, the law of the disappearing depository corporation’s domicile.

(Amended by Stats. 1996, Ch. 1064, Sec. 510. Effective January 1, 1997. Operative July 1, 1997.)

4882.
  

In obtaining any approval of outstanding shares required for a merger, the surviving depository corporation and, in case the surviving depository corporation is to issue securities in consideration of the merger, the disappearing depository corporation shall each provide to its shareholders such information as the commissioner may require. In determining the information to be required, the commissioner shall give due consideration to regulations relating to proxy statements issued under Section 14 of the Securities Exchange Act of 1934 (15 U.S.C. Sec. 78n) by (a) the Securities and Exchange Commission, (b) in the case of a depository corporation that is a bank, the federal bank regulatory agencies, and (c) in the case of a depository corporation that is a savings association, the Office of Thrift Supervision.

(Amended by Stats. 1996, Ch. 1064, Sec. 511. Effective January 1, 1997. Operative July 1, 1997.)

4883.
  

The provisions of Chapter 13 (commencing with Section 1300) of Division 1 of Title 1 of the Corporations Code shall not apply to the shareholders of the surviving depository corporation in a merger.

(Added by Stats. 1982, Ch. 1411, Sec. 3.)

4884.
  

A surviving depository corporation shall file with the commissioner an application for approval of the merger.

(Amended by Stats. 1996, Ch. 1064, Sec. 512. Effective January 1, 1997. Operative July 1, 1997.)

4885.
  

If the commissioner finds all of the following with respect to an application for approval of a merger, the commissioner shall approve the application:

(a) That the merger will not result in a monopoly and will not be in furtherance of any combination or conspiracy to monopolize or to attempt to monopolize the banking, savings association, or industrial loan business in any part of this state.

(b) That the merger will not have the effect in any section of this state of substantially lessening competition, tending to create a monopoly, or otherwise being in restraint of trade, or that the anticompetitive effect is clearly outweighed in the public interest by the probable effect of the merger in meeting the convenience and needs of the community to be served.

(c) That the shareholders’ equity of the surviving depository corporation will be adequate and that the financial condition of the surviving depository corporation will be satisfactory.

(d) That the directors and executive officers of the surviving depository corporation will be satisfactory.

(e) That the surviving depository corporation will afford reasonable promise of successful operation and that it is reasonable to believe that the surviving depository corporation will be operated in a safe and sound manner and in compliance with all applicable laws.

(f) That the merger will be fair, just, and equitable. For purposes of this subdivision, in the case of any term of the merger that has been determined by agreement between the disappearing depository corporation and the surviving depository corporation in an arm’s length transaction, the commissioner shall find that the term is fair, just, and equitable to the disappearing depository corporation and the surviving depository corporation.

(g) In the case of a merger where the disappearing depository corporation is a California savings association, that the merger will not have a seriously adverse effect on the total availability of financing for housing in any market area of the disappearing savings association in this state or that any effect of that type is clearly outweighed in the public interest by the probable effect of the merger in meeting the convenience and needs of the community to be served. Nothing in this subdivision authorizes the commissioner to require the surviving depository corporation to make financing for housing available.

If the commissioner finds otherwise, the commissioner shall deny the application for approval of the merger.

(Amended by Stats. 1996, Ch. 1064, Sec. 513. Effective January 1, 1997. Operative July 1, 1997.)

4887.
  

(a) After an application for approval of a merger has been approved and all conditions precedent to the merger have been fulfilled, the commissioner shall approve the agreement of merger and endorse the approval on the agreement of merger.

(b) After the agreement of merger has been filed with the Secretary of State, the surviving depository corporation shall file with the commissioner a copy of the agreement of merger certified by the Secretary of State, and at that time the merger shall become effective for all purposes.

(Amended by Stats. 1996, Ch. 1064, Sec. 515. Effective January 1, 1997. Operative July 1, 1997.)

4888.
  

When a merger becomes effective:

(a) Unless the surviving depository corporation provided otherwise in the application for approval of the merger or unless the commissioner provided otherwise in the approval of the application:

(1) The surviving depository corporation may establish and maintain a branch office at the head office of the disappearing depository corporation and may establish and maintain equivalent offices at the branch offices, places of business, extensions of offices, and other facilities, if any, of the disappearing corporation.

(2) If the disappearing depository corporation was authorized to transact and was transacting trust business, the surviving depository corporation, if it is a California state bank or savings association, may transact trust business.

(b) The commissioner shall issue to the surviving depository corporation certificates of authority, licenses, and other authorizations as may be necessary to carry out the provisions of subdivision (a).

(Amended by Stats. 1996, Ch. 1064, Sec. 516. Effective January 1, 1997. Operative July 1, 1997.)

4889.
  

(a) When a merger becomes effective:

(1) Any reference to the disappearing depository corporation in any writing, whether executed or taking effect before or after the merger, shall be deemed a reference to the surviving corporation, if not inconsistent with the other provisions of the writing.

(2) In case the disappearing depository corporation was transacting trust business, the surviving depository corporation shall succeed, without further transfer, to the rights, obligations, properties, assets, investments, deposits, demands, agreements, and trusts of the disappearing depository corporation under all trusts, executorships, administrations, guardianships, agencies, and all their fiduciary or representative capacities to the same extent as if the surviving depository corporation had originally assumed such fiduciary or representative capacities, and the surviving depository corporation shall be entitled to take and execute the appointment to all executorships, trusteeships, guardianships, and other fiduciary or representative capacities to which the disappearing depository corporation is or may be named in wills, whenever probated, or to which the disappearing depository corporation is or may be named or appointed by any other instrument.

(b) Subdivision (a) shall be construed as clarifying and amplifying, not as limiting or restricting, the provisions of Section 1107 of the Corporations Code.

(Added by Stats. 1982, Ch. 1411, Sec. 3.)

4890.
  

Promptly after a merger becomes effective:

(a) The surviving depository corporation shall:

(1) Surrender to the regulator of the disappearing depository corporation for cancellation the certificates of authority or licenses issued to the disappearing depository corporation by the regulator; and

(2) File with the regulator of the disappearing depository corporation such report regarding the merger as the regulator may require.

(b) The commissioner shall file a report regarding the merger with the Secretary of State.

(Amended by Stats. 1996, Ch. 1064, Sec. 517. Effective January 1, 1997. Operative July 1, 1997.)

4891.
  

(a) After a merger becomes effective, the commissioner shall, upon application, issue a certificate under his or her official seal, stating that the disappearing depository corporation merged into the surviving depository corporation and specifying the time at which the merger became effective.

(b) Any certificate issued pursuant to subdivision (a) shall be prima facie evidence of the fact of the merger and of the regularity of the proceedings taken for the merger and shall be conclusive evidence of such matters in favor of any innocent purchaser or encumbrancer for value.

(Amended by Stats. 1996, Ch. 1064, Sec. 518. Effective January 1, 1997. Operative July 1, 1997.)

FINFinancial Code - FIN1.