2010 California Code
Financial Code
Article 1. Merger Into California State Depository Corporation

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.




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.


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.



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.



4884.  A surviving depository corporation shall file with the
commissioner an application for approval of the merger.



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.



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.



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).


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.


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.


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.