Section 3-720 – Appraisal of Fair Value
(a) The fair value of the shares of stock shall be determined as of the date of the stockholders’ meeting approving the consolidation, merger, or transfer of assets. (b) (1) The determination of fair value shall be made by three appraisers as follows: (i) One chosen by the owners of two thirds of the shares involved; (ii) One chosen by […]
Section 3-721 – Amount Due Is Debt of Successor
Any amount due to an objecting stockholder under this Part II is a debt of the successor.
Section 3-718 – Successor May Offer Fair Value
(a) The successor in a consolidation, merger, or transfer of assets may offer to pay in cash to the objecting stockholders of a constituent bank not more than what it considers to be the fair value of their shares of stock as of the time of the stockholders’ meeting approving the transaction. (b) An objecting stockholder who […]
Section 3-719 – Right to Fair Value
(a) The owner of shares of stock that were voted against a consolidation, merger, or transfer of assets is entitled to receive the fair value of those shares, in cash, if the transaction becomes effective. (b) A stockholder who desires to receive payment of the fair value for shares under this section, within 30 days after the […]
Section 3-701 – Definitions
(a) In this subtitle the following words have the meanings indicated. (b) “Bank” means a commercial bank, a national banking association, an other-state bank, or a federally chartered savings bank or savings and loan association. (c) “Constituent bank” means a party to a consolidation, merger, or transfer of assets. (d) “Successor” means the bank that carries on the business […]
Section 3-702 – Scope of Subtitle
(a) Any bank may, as provided in this subtitle: (1) Consolidate with one or more other banks to form a new consolidated bank; (2) Merge into another bank or have one or more other banks merged into it; or (3) Transfer its assets to another bank. (b) If the successor will be a commercial bank: (1) The consolidation, merger, or transfer […]
Section 3-703 – Agreement of Consolidation, Merger, or Transfer
(a) An agreement of consolidation, merger, or transfer of assets shall be approved by the affirmative vote of a majority of the full authorized membership of the board of directors of each constituent commercial bank. (b) The agreement shall include: (1) The name of each constituent bank and the address of its principal banking office; (2) The terms of […]
Section 3-704 – Public Notice of Filing
(a) (1) Except as provided in subsection (b) of this section, the Commissioner shall publish a notice of the filing of the agreement. (2) The notice shall be published in the Maryland Register as provided in the State Documents Law. (b) Subject to confirmation by the Secretary of Labor, the Commissioner may approve an agreement without the notice required […]
Section 3-705 – When Commissioner to Act
Within 6 months after the papers specified in § 3–703(c) of this subtitle have been filed with the Commissioner, the Commissioner shall approve or disapprove the agreement.
Section 3-706 – Standards for Approval by Commissioner
(a) The Commissioner shall approve the agreement if: (1) The successor meets the requirements of State law for the formation of a new commercial bank; (2) The agreement provides an adequate capital structure, including surplus, for the successor in relation to its deposit liabilities and other activities; (3) The agreement is fair; and (4) The proposed transaction is not against […]