49.37 STOCKHOLDERS TO APPROVE; CERTIFICATE OF CONSOLIDATION OR MERGER. Either before or after the consolidation or merger agreement has been approved by the commissioner of commerce, it must be submitted to the stockholders of each corporation at a meeting thereof called, and it does not become binding upon the corporation until it has been approved […]
49.38 CORPORATE EXISTENCE MERGED; RIGHTS, POWERS, OBLIGATIONS. Upon the consolidation or merger of a corporation with or into any one or more corporations as herein provided, the corporate existence of each former corporation shall be merged into that of the consolidated or merged corporation, and all and singular its rights, privileges, and franchises, and its […]
49.39 CONSOLIDATION OR MERGER OF BANKS AND TRUST COMPANIES. Upon the consolidation or merger of a trust company with a national banking corporation into a consolidated or merged banking corporation, as provided by any existing act of Congress of the United States, the corporate existence of that trust company shall be consolidated or merged into […]
49.40 PENDING ACTIONS OR PROCEEDINGS NOT AFFECTED. Any pending action or other judicial proceeding in which any consolidating or merging corporation is a party shall not be deemed to have abated or to have discontinued by reason of the consolidation or merger but may be prosecuted to final judgment, order, or decree in the same […]
49.41 RIGHTS OF DISSENTING SHAREHOLDERS. Any shareholder not voting in favor of the agreement of consolidation or merger at the meeting prescribed in section 49.37 may, at that meeting, or within 20 days thereafter, object to the consolidation or merger and demand payment for that person’s shares. If the consolidation or merger takes effect at […]
49.411 INTERSTATE BANK MERGERS AFFECTING INTERSTATE BRANCHING. Subdivision 1. Purpose. It is the express intent of this section to permit interstate branching by mergers under section 102 of the Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994, Public Law 103-328, according to this section. Subd. 2. Definitions. As used in this section, unless the […]
49.42 STATE BANK. As used in sections 49.42 to 49.46: “State bank” means any bank, savings bank, trust company, or bank and trust company which is now or may hereafter be organized under the laws of this state. “National banking association” means a bank, savings bank, bank and trust company, or bank exclusively exercising trust […]
49.43 STATE BANK; CONVERSION, MERGER, CONSOLIDATION; NATIONAL BANKING ASSOCIATION. A state bank may convert into a national banking association or merge or consolidate with one or more national banking associations under the charter of one of such national banking associations as permitted by any law of the United States without approval of any authority of […]
49.44 NATIONAL BANKING ASSOCIATION; CONVERSION, MERGER, CONSOLIDATION; STATE BANK. A national banking association which is located in this state and which has taken the corporate action required therefor by the laws of the United States may convert into a state bank upon complying with the provisions applicable to the organization of a state bank except […]
49.45 MERGER OR CONSOLIDATION. One or more national banking associations which are located in this state and which have taken the corporate action required therefor by the laws of the United States may merge or consolidate with a state bank or banks. The merger or consolidation shall be effected in the manner provided in sections […]
49.46 STATE BANK, RETENTION OF ASSETS. The commissioner of commerce, subject to such conditions as the commissioner may prescribe, may permit a state bank resulting from a conversion, merger or consolidation of a national banking association to retain and carry at a valuation determined by the commissioner, such of the assets of such national banking […]
