Georgia § 7-1-531 - Requirements for merger, share exchange, or consolidation plan; modification of plan.

§ 7-1-531. Requirements for merger, share exchange, or consolidation plan; modification of plan.

The requirements for a merger, share exchange, or consolidation which must be satisfied by the parties thereto are as follows: The parties shall adopt a plan stating the method, terms, and conditions of the merger, share exchange, or consolidation, including the rights under the plan of the shareholders of each of the parties and any agreement concerning the merger, share exchange, or consolidation. Said plan shall specify: The name that such bank or trust company shall have upon and after such merger, share exchange, or consolidation, which may be the name of any one of the institutions or the combined names of two or more of the institutions or such other name as stated; The persons who shall constitute the board of directors of the bank or trust company after the merger, share exchange, or consolidation; In the case of a merger or consolidation, the manner and basis of converting the shares of each merged or consolidated institution into shares or other securities or obligations of the surviving bank or trust company and, if any shares of any of the merged or consolidated institutions are not to be converted solely into shares or other securities of the surviving bank or trust company, the amount of cash or securities of any other corporation, or combination of cash and such securities, which is to be paid or delivered to the holders of such shares in exchange for or upon the surrender of such shares, which cash or securities may be in addition to or in lieu of the shares or other securities of the surviving bank or trust company; In the case of a share exchange, the terms and conditions of the share exchange and the manner and basis of exchanging the shares to be acquired for shares, obligations, or other securities of the acquiring or any other corporation or for cash or other property in whole or in part; and Such other provisions with respect to the proposed merger or consolidation as are deemed desirable. Adoption of the plan by each party thereto shall require the affirmative vote of at least: A majority of the directors; and Unless the article or bylaws require a greater vote, the shareholders entitled to cast a majority of the votes which all shareholders are entitled to cast thereon and, if any class of shares is entitled to vote thereon as a class, the holders of a majority of the outstanding shares of such class, at a meeting of shareholders; provided, however, that approval from the shareholders of the surviving bank or trust company is not required if the conditions set forth in subsection (h) of Code Section 14-2-1103 are satisfied. Whenever a meeting of shareholders is called for the purpose of taking action on a plan, the notice for such meeting shall include a copy or summary of the plan and a full statement of the rights and remedies of dissenting shareholders, the method of exercising them, and the limitations on such rights and remedies. Any modification of a plan which has been adopted shall be made by any method provided therein or, in the absence of such provision, by the same vote as that required for adoption. (Ga. L. 1919, p. 135, art. 13, §§ 1, 2; Code 1933, §§ 13-1401, 13-1402; Ga. L. 1973, p. 278, § 1; Code 1933, § 41A-2402, enacted by Ga. L. 1974, p. 705, § 1; Ga. L. 2007, p. 502, § 5/SB 70; Ga. L. 2018, p. 214, § 10/HB 780.) The 2018 amendment, effective May 3, 2018, in subparagraph (a)(2)(B), substituted "Unless the article or bylaws require a greater vote, the" for "The" at the beginning, substituted "a majority" for "two-thirds" near the middle, substituted "a majority" for "at least two-thirds" in the middle, and added the proviso at the end; and substituted "Whenever a meeting of shareholders is called for the purpose of taking action on a plan, the notice for such meeting" for "The notice" at the beginning of paragraph (a)(3). See Editor's notes for applicability. Editor's notes. - Ga. L. 2018, p. 214, § 26(b)/HB 780, not codified by the General Assembly, provides that: "It is not the intent of the General Assembly to affect the law applicable to litigation pending as of March 9, 2018."