Vermont § 17101 - General provisions on mergers, share exchanges, consolidations, and acquisitions

§ 17101. General provisions on mergers, share exchanges, consolidations, and acquisitions

• (a) The provisions of this chapter and Titles 11 and 11A govern mergers, consolidations,
  acquisition of assets, or assumption of liabilities undertaken by financial institutions
  subject to the laws of this State. References in this chapter to mergers shall be
  deemed to include share exchanges, as applicable in the circumstances. (b) Commissioner’s approval. Following approval by a majority vote of the governing body of each participating
  institution, unless a higher percentage is required by either institution’s organizational
  documents, the plan of merger, consolidation, acquisition, or assumption, together
  with certified copies of the authorizing resolutions adopted by the governing body
  of each participating institution, shall be forwarded to the Commissioner for approval
  pursuant to chapter 201, subchapter 7 of this title; provided, however, the approval
  of the Commissioner shall not be required for any transaction in which the resulting
  institution will be a national financial institution. If the Commissioner disapproves
  the plan, the Commissioner shall state the reasons for the disapproval in writing
  and furnish them to the participating institutions. The institutions shall be given
  an opportunity to amend the plan to eliminate the reasons for disapproval. (c) Vote of investors or mutual voters. The plan of merger or consolidation, as approved by the Commissioner, shall be submitted
  to the investors or mutual voters of the participating institutions for their approval
  at an annual meeting or at a special meeting called for that purpose in the following
  manner: (1) Unless a greater percentage is required by the organizational documents of either
  financial institution, the plan of merger, consolidation, acquisition, or assumption
  must be approved by the investors or mutual voters by each voting group entitled to
  vote separately on the plan by a majority of all votes entitled to be cast on the
  plan by that voting group at the meeting called for this purpose. The vote constitutes
  the adoption of the organizational documents of the resulting institution, including
  amendments, contained in the merger, or consolidation agreement. (2) The rights of investors dissenting to the merger or consolidation are those specified
  in Title 11 or 11A, depending upon the organizational form of the institution. To
  the extent that dissenters’ rights are not addressed in Title 11 or 11A or these rights
  are less beneficial to the dissenting investors than those rights listed in the institution’s
  organizational documents, the organizational documents govern. (3) The rights of dissenting investors in a national financial institution shall be governed
  by federal law. (d) Executed plan; certificate; effective date. The following provisions apply to the executed plan, certificate, and effective date. (1) Upon approval by the investors or mutual voters of the participating institutions,
  an executive officer and the secretary of each institution shall submit the executed
  plan of merger or consolidation to the Commissioner, together with the certified record
  of the vote of the investors or mutual voters approving it, each certified by these
  officers. (2) Upon receipt of the items in subdivision (1) of this subsection and evidence that
  the participating institutions have complied with all applicable federal law and regulations,
  the Commissioner shall issue to the resulting institution a certificate specifying
  the name of each participating institution and the name of the resulting institution.
  The resulting institution shall file a copy of the certificate with the Secretary
  of State for record. This certificate is conclusive evidence of the merger or consolidation
  and of the correctness of all proceedings relating to the merger or consolidation
  in all courts and places. The certificate may be filed in any land records office
  to evidence the new name in which property of the participating institutions is to
  be held. (3) Unless a later date is specified in the certificate, the merger or consolidation is
  effective upon filing of the certificate as provided in subdivision (2) of this subsection
  and the authority of all but the resulting institution shall terminate automatically
  upon filing. The Commissioner may file or order any financial institution to file
  conforming documents with the Secretary of State. (4) Any plan of merger or consolidation may contain a provision that, notwithstanding
  approval of the investors, mutual voters or the Commissioner, the plan may be abandoned
  at any time prior to the effective date of the merger or consolidation by the governing
  body of any participating institution either at the absolute discretion of the governing
  body or upon the occurrence of any stated condition. (e) Chapter 208 of this title applies to mergers, consolidations, and acquisitions made
  pursuant to this chapter. (f) Authority of expedited mergers and consolidations. Notwithstanding any other provision of law, or any organizational document of any
  participating institution, following approval of the plan of merger or consolidation
  by a majority vote of the governing body of each participating institution and receipt
  by the Commissioner of certified copies of the authorizing resolutions adopted by
  the governing body of each participating institution, the Commissioner may order that
  the merger of the consolidation become effective immediately if the Commissioner believes
  that the action is necessary for the protection of depositors or the public. (Added 1999, No. 153 (Adj. Sess.), § 2, eff. Jan. 1, 2001.)