2009 Iowa Code
Title 13 - Commerce
Subtitle 2 - Financial Institutions
CHAPTER 524 - BANKS
524.1402 - REQUIREMENTS FOR A MERGER.

        524.1402  REQUIREMENTS FOR A MERGER.
         The requirements for a merger which must be satisfied by the
      parties to the merger are as follows:
         1.  The parties shall adopt a plan stating all of the following:
         a.  The names of the parties proposing to merge and the name
      of the bank into which they propose to merge, which is the
      "resulting bank".
         b.  The terms and conditions of the proposed merger.
         c.  The manner and basis of converting the shares of each
      party into shares, obligations, or other securities of the resulting
      bank or of any other corporation, or, in whole or in part, into cash
      or other property.
         d.  The rights of the shareholders of each of the parties.
         e.  An agreement concerning the merger.
         f.  Such other provisions with respect to the proposed merger
      which are deemed necessary or desirable.
         2.  In the case of a state bank which is a party to the plan, if
      the proposed merger will result in a state bank subject to this
      chapter, adoption of the plan by such state bank requires the
      affirmative vote of at least a majority of the directors and approval
      by the shareholders, in the manner and according to the procedures
      prescribed in section 490.1104, at a meeting called in accordance
      with the terms of that section.  In the case of a national bank, or
      if the proposed merger will result in a national bank, adoption of
      the plan by each party to the merger shall require the affirmative
      vote of at least such directors and shareholders whose affirmative
      vote on the plan is required under the laws of the United States.
      Subject to applicable requirements of the laws of the United States
      in a case in which a national bank is a party to a plan, any
      modification of a plan which has been adopted shall be made by any
      method provided in the plan, or in the absence of such provision, by
      the same vote as required for adoption.
         3.  If a proposed merger will result in a state bank, application
      for the required approval by the superintendent shall be made in the
      manner prescribed by the superintendent.  There shall also be
      delivered to the superintendent, when available, the following:
         a.  Articles of merger.
         b.  Applicable fees payable to the secretary of state, as
      specified in section 490.122, for the filing and recording of the
      articles of merger.
         c.  If there is any modification of the plan at any time prior
      to the approval by the superintendent under section 524.1403, an
      amendment of the application and, if necessary, of the articles of
      merger, signed in the same manner as the originals, setting forth the
      modification of the plan, the method by which the modification was
      adopted and any related change in the provisions of the articles of
      merger.
         d.  Proof of publication of the notice required by subsection
      4.
         4.  If a proposed merger will result in a state bank, within
      thirty days after the application for merger is accepted for
      processing, the parties to the plan shall publish a notice of the
      proposed transaction in a newspaper of general circulation published
      in the municipal corporation or unincorporated area in which each
      party to the plan has its principal place of business, or if there is
      none, in a newspaper of general circulation published in the county,
      or in a county adjoining the county, in which each party to the plan
      has its principal place of business.  The notice shall be on forms
      prescribed by the superintendent and shall set forth the names of the
      parties to the plan and the resulting state bank, the location and
      post office address of the principal place of business of the
      resulting state bank and of each office to be maintained by the
      resulting state bank, and the purpose or purposes of the resulting
      state bank.  Proof of publication of the notice shall be delivered to
      the superintendent within fourteen days.
         5.  Within thirty days after the date of the publication of the
      notice required under subsection 4, any interested person may submit
      to the superintendent written comments and data on the application.
      Comments challenging the legality of an application shall be
      submitted separately in writing.  The superintendent may extend the
      thirty-day comment period if, in the superintendent's judgment,
      extenuating circumstances exist.
         6.  Within thirty days after the date of the publication of the
      notice required under subsection 4, any interested person may submit
      to the superintendent a written request for a hearing on the
      application.  The request shall state the nature of the issues or
      facts to be presented and the reasons why written submissions would
      be insufficient to make an adequate presentation to the
      superintendent.  If the reasons are related to factual disputes, the
      disputes shall be described.  Written requests for hearings shall be
      evaluated by the superintendent, who may grant or deny such requests
      in whole or in part.  A hearing request shall generally be granted
      only if it is determined that written submissions would be inadequate
      or that a hearing would otherwise be beneficial to the
      decision-making process.  A hearing may be limited to issues
      considered material by the superintendent.
         7.  If a request for a hearing is denied, the superintendent shall
      notify the applicant and all interested persons and shall state the
      reasons for the denial.  Interested persons may submit to the
      superintendent, with simultaneous copies to the applicant, additional
      written comments or data on the application within fourteen days
      after the date of the notice of denial.  The applicant shall be
      provided an additional seven days, after the fourteen-day deadline
      has expired, within which to respond to any comments submitted within
      the fourteen-day period.  The superintendent may waive this seven-day
      period upon request by the applicant.  A copy of any response
      submitted by the applicant shall also be mailed simultaneously by the
      applicant to the interested persons.
         8.  The articles of merger shall be signed by two duly authorized
      officers of each party to the plan and shall contain all of the
      following:
         a.  The names of the parties to the plan, and of the resulting
      state bank.
         b.  The location and the post office address of the principal
      place of business of each party to the plan, and of each additional
      office maintained by the parties to the plan, and the location and
      post office address of the principal place of business of the
      resulting state bank, and of each additional office to be maintained
      by the resulting state bank.
         c.  The votes by which the plan was adopted, and the date and
      place of each meeting in connection with such adoption.
         d.  The number of directors constituting the board of
      directors, and the names and addresses of the individuals who are to
      serve as directors until the next annual meeting of the shareholders
      or until their successors be elected and qualify.
         e.  Any amendment of the articles of incorporation of the
      resulting state bank.
         f.  The plan of merger.
         9.  If a proposed merger will result in a national bank, a state
      bank which is a party to the plan shall do all of the following:
         a.  Notify the superintendent of the proposed merger.
         b.  Provide such evidence of the adoption of the plan as the
      superintendent may request.
         c.  Notify the superintendent of any abandonment or
      disapproval of the plan.
         d.  File with the superintendent and with the secretary of
      state evidence of approval of the merger by the comptroller of the
      currency of the United States.
         e.  Notify the superintendent of the date upon which the
      merger is to become effective.  

         Section History: Early Form

         [C54, 58, 62, 66, § 528B.4, 528B.5; C71, 73, 75, 77, 79, 81, §
      524.1402] 

         Section History: Recent Form

         90 Acts, ch 1076, § 1; 90 Acts, ch 1205, § 45, 46; 95 Acts, ch
      148, §109; 2002 Acts, ch 1154, §115, 125; 2004 Acts, ch 1141, §28;
      2005 Acts, ch 19, §112
         Referred to in § 524.1403