2006 Louisiana Laws - RS 6:351 — Authorization for mergers, consolidations, and share exchanges

SUBCHAPTER B.  MERGERS, CONSOLIDATIONS,

LIQUIDATIONS, AND CONVERSIONS

PART I.  MERGERS, CONSOLIDATIONS,

AND SHARE EXCHANGES

§351.  Authorization for mergers, consolidations, and share exchanges

A.  Any two or more state banks, and any one or more state banks and any one or more national banks, may, upon approval of the commissioner if the surviving or consolidated bank will be a state bank, be:

(1)  Merged into one of the banks; or

(2)  Consolidated into a new bank.

B.  Notwithstanding any provision of this Title, or any other state law to the contrary, and upon prior written approval of the commissioner and the appropriate federal regulatory agencies, any one state bank may be merged or consolidated with a Louisiana bank holding company that owns all the issued and outstanding stock of the bank, with the resulting entity being the state bank, subject to the requirements for a bank merger or consolidation established by R.S. 6:352 et seq., as if the bank holding company were a state bank.  Any such merger or consolidation shall only be effected for the purposes of voluntarily liquidating or dissolving the bank holding company.

C.  With the approval of the commissioner and subject to the provisions of R.S. 6:352.1, all of the outstanding shares of one or more classes or series of capital stock of a state bank, savings bank, or an association, hereinafter referred to as a "financial institution", may be acquired by another bank, savings bank, or association, or a holding company or holding company in formation for any of the foregoing, hereinafter referred to as the "acquiring entity" in exchange for shares, obligations, or other securities of the acquiring entity or for cash or other property, in whole or in part, with the state financial institution and the acquiring entity remaining in existence upon consummation of the exchange.

D.  When, as a result of a merger or consolidation, a state bank relinquishes its state charter to the commissioner, it shall provide a copy of the executed agreement, not later than thirty days prior to the effective date of the merger or conversion, and pay a fee in an amount to be determined by the commissioner by rule.  Within thirty days after the issuance of the certificate of merger or consolidation, the relinquishing bank shall file the certificate and a certified copy of the agreement in accordance with the procedures established by R.S. 6:352(7).  A certified copy of the agreement shall also be filed in the parish where the state bank was domiciled, except that the certificate of merger shall be filed in the parish of domicile of the bank whose certificate of authority has been canceled.

Acts 1984, No. 719, §1, eff. Jan. 1, 1985; Acts 1988, No. 117, §1, eff. June 29, 1988; Acts 1993, No. 457, §1, eff. Jan. 1, 1994; Acts 2001, No. 876, §1, eff. June 26, 2001; Acts 2003, No. 57, §1, eff. May 23, 2003.