New Jersey § 17:9a-148

§ 17:9a-148.

A. As used in subsection B. of this section, “applicable federal law” means the laws

of the United States, as presently enacted and as hereafter from time to time supplemented

or amended, governing the merger or consolidation of a bank organized under State

laws into a national banking association, under the charter of such association;

and, as used in subsection C. of this section, “applicable federal law” means the

laws of the United States, as presently enacted and as hereafter from time to time

supplemented or amended, governing the merger or consolidation of a national banking

association into a bank organized under State laws, under the charter of such bank. B. One or more banks may, without the approval of the commissioner or of any other

officer, department, board or agency of this State, merge into or consolidate with

a national banking association under the charter of such association, with the approval

of the holders of at least 2 / 3 of the capital stock of each such bank entitled to vote. A majority of the directors of each such bank shall, within 10 days after such approval

has been given, file in the department a certificate over their signatures that such

approval has been given, and that the bank intends to act in pursuance thereof. Except as otherwise provided in subsection D. of this section, a merger or consolidation

authorized by this subsection shall be effected solely in the manner and with the

effect provided by applicable Federal law, and no such merger or consolidation shall

be subject to sections 132 through 147 of P.L.1948, c. 67 ( C. 17:9A-132 through 17:9A-147 ) or to any other law of this State; but a copy of the agreement or merger or consolidation

certified by the comptroller of the currency shall be evidence, and may be recorded,

as provided by section 138 of P.L.1948, c. 67 ( C. 17:9A-138 ) . Upon the taking effect of the merger or consolidation, the bank shall be deemed

to have surrendered its charter. C. One or more national banking associations, or one or more national banking associations

together with one or more banks may, with the approval of the commissioner as provided

by section 136 of P.L.1948, c. 67 ( C. 17:9A-136 ) , merge into a bank, or may consolidate with a bank under the charter of such bank. Each bank which is a party to such a merger or consolidation as a merging bank or

as the receiving bank shall, in all respects, comply with and be subject to the provisions

of sections 134 through 147 of P.L.1948, c. 67 ( C. 17:9A-134 through 17:9A-147 ) , in the same manner and with the same effect as if all the parties to such merger

or consolidation were banks; the rights, duties, obligations, powers and privileges

of each such bank, whether such bank is a merging bank or the receiving bank, and

of its or their depositors, other creditors, stockholders and all other persons in

interest, shall be as prescribed and defined by sections 134 through 137 of P.L.1948, c. 67 ( C. 17:9A-134 through 17:9A-137 ) ; and except as in this subsection otherwise provided in respect to national banking

associations, every provision contained in sections 134 through 137 of P.L.1948, c. 67 ( C. 17:9A-134 through 17:9A-137 ) shall be applicable to a merger or consolidation effected pursuant to this subsection,

notwithstanding that a national banking association is a party to such a merger or

consolidation. Each national banking association which is a party to a merger or consolidation

authorized by this subsection shall comply with and be subject to the provisions of

applicable federal law, and the rights, duties, obligations, powers and privileges

of such national banking association, and of its depositors, other creditors, stockholders

and all other persons in interest, shall be as prescribed and defined by such applicable

federal law. D. National banking associations may, under the laws of the United States, merge into

or consolidate with a bank organized under State laws, without approval by any United

States authority other than an authority empowered by United States law to approve

or disapprove of a merger between, or a consolidation of, State-chartered banks. E. Except as otherwise expressly provided in this subsection E., an interstate merger

transaction shall not be permitted if, upon consummation of the transaction, the resulting

state or federally chartered bank or savings bank, including all federally insured

depository institutions that would be affiliates as defined in subsection (k) of section

(2) of the federal “Bank Holding Company Act of 1956,” 12 U.S.C. 1841(k) , would control 30 percent or more of the total amount of deposits held by insured

depository institutions in this State. The commissioner may by regulation adopt a procedure whereby the foregoing limitation

on control of deposits may be waived for good cause. F. Before June 1, 1997, a merger involving a bank and a national banking association

without a branch office in New Jersey shall not be permitted unless the home state

of each institution involved in the transaction has in effect, as of the date of the

approval of that transaction, a law that applies equally to all out-of-state banks

and expressly permits interstate merger transactions with all out-of-state banks. On or after June 1, 1997, a merger involving a bank and a national banking association

without a branch office in New Jersey, shall not be permitted if the home state of

any institution involved in the transaction has enacted a law after September 29,

1994 and before June 1, 1997, that applies equally to all out-of-State banks and expressly

prohibits merger transactions involving out-of-State banks. G. A national banking association without a principal or branch office in New Jersey

may acquire a branch office of a bank, and the branch shall be treated, for the purposes

of this section, as a bank. A bank may acquire an out-of-State branch office of a national banking association,

and the branch shall be treated, for purposes of this section, as a national banking

association.