Vermont § 18101 - Effect of merger, share exchange, consolidation, conversion, or acquisition

§ 18101. Effect of merger, share exchange, consolidation, conversion, or acquisition

• (a) Applicability. From and after the effective date of a merger, including a share exchange, consolidation,
  conversion, or acquisition, under chapter 205, 206, or 207 of this title, the resulting
  institution may conduct business in accordance with the terms of the plan as approved
  and in accordance with this chapter. (b) Continuing entity. Whenever the authority of any participating or converting institution has been terminated,
  the resulting institution shall be deemed to be a continuation of the entity of the
  participating or converting institution such that all property of the participating
  or converting institution, including rights, titles, and interests in and to all property
  of whatsoever kind, whether real, personal, or mixed, and things in action, and every
  right, privilege, interest, and asset of any conceivable value or benefit then existing,
  or pertaining to it, or that would inure to it, including appointments, designations,
  and nominations, and all other rights and interests as trustee, personal representative,
  guardian, and conservator, and in every other fiduciary capacity, shall immediately
  by act of law and without any conveyance or transfer and without further act or deed
  be vested in and continue to be that property of the resulting institution, and such
  institution shall have, hold, and enjoy the same in its own right as fully and to
  the same extent as the same was possessed, held, and enjoyed by the participating
  or converting institution and such resulting institution as of the time of the taking
  effect of such merger, consolidation, conversion, or acquisition shall continue to
  have and succeed to all the rights, obligations, and relations of the participating
  or converting institution. (c) Effect on judicial proceedings. All pending actions and other judicial proceedings to which the participating or converting
  institution is a party shall not be deemed to have been abated or to have been discontinued
  by reason of such merger, consolidation, conversion, or acquisition, but may be prosecuted
  to final judgment, order, or decree in the same manner as if such merger, consolidation,
  conversion, or acquisition had not been taken; and such institution resulting from
  such merger, consolidation, conversion, or acquisition may continue such action in
  its new name, and any judgment, order, or decree may be rendered for or against it
  that might have been rendered for or against the participating or converting institution
  involved in such judicial proceedings. (d) Creditor’s rights. The resulting institution in a merger, consolidation, conversion, or acquisition shall
  be liable for all obligations of the participating or converting institution that
  existed prior to such merger, consolidation, conversion, or acquisition, and the merger,
  consolidation, conversion, or acquisition taken shall not prejudice the right of a
  creditor of the participating or converting institution to have his or her debts paid
  out of the assets thereof, nor shall such creditor be deprived of, or prejudiced in,
  any action against the officers, directors, corporators, or members of a participating
  or converting institution for any neglect or misconduct. (e) Exception. In the event of an acquisition of assets pursuant to section 17501 of this title, the provisions of subsections (b), (c), and (d) of this section shall apply only
  to the assets acquired and the liabilities assumed by the resulting institution, provided
  that the transferring institution retains sufficient assets to satisfy all liabilities
  not assumed by the resulting institution. (f) Powers and attributes of resulting organization. Whenever financial institutions merge or consolidate, the resulting organization,
  except as provided in this subchapter, shall have, possess, and own, but separately
  and distinguishably as provided by this subchapter, all property, rights, powers,
  franchises, privileges, and appointments whether existing, contingent, or future,
  corporeal or incorporeal, tangible or intangible, of every nature whatsoever of each
  of the merging organizations. If any of the merging organizations are acting or have
  been acting or have been nominated, appointed, delegated, or designated by any court,
  person, or otherwise to act as trustee, attorney, agent, executor, administrator,
  receiver, assignee, guardian, or in any like capacity, the resulting organization
  shall have, possess, and be vested with and succeed to all of the property, rights,
  powers, privileges, duties, and obligations appertaining to each such fiduciary capacity,
  without further or additional appointment, obligation, or designation. The resulting
  financial institution shall be a continuation of the entity of each and all of the
  organizations so merged, each such entity, however, remaining separable and distinguishable
  to the extent provided in this subchapter. It may exercise the franchise of each of
  the organizations separably and distinguishably as well as the composite franchises
  of all. Except as provided in this subchapter, it shall hold, exercise, and perform
  all rights, powers, privileges, duties, and obligations appertaining to any and all
  trust, representative, or fiduciary relationships of each of the merged financial
  institutions, and shall be liable for all of the debts, contracts, and obligations
  of each of the merged financial institutions. Any such debt, undertaking, or obligations
  of any merged financial institution may be enforced against it as fully and effectively
  as it could have been against the merged financial institution. (g) Disposal of property and assets. The resulting financial institution shall have the right to use, control, sell, or
  dispose of all real and personal estate, rights, or interests of the merged financial
  institutions and convey the same by deed, assignment, endorsement, contract, or other
  conveyance, either in its own name or in the name of any merged financial institutions
  as provided in this section, or in the names of both, as fully and effectively as
  the merged financial institutions could have done; and may maintain suit in its own
  name or in the name of any such financial institution, as provided in this subchapter,
  or in the names of both, to foreclose or recover any title, right, demand, or claim
  appertaining to the merged financial institutions. To this end and except as provided
  in the contract of merger, the corporate existence of each of the merged financial
  institutions shall be deemed and treated as having continued each separably and distinguishably
  for all purposes necessary or convenient to liquidate the assets of any merged financial
  institutions. Any receipt; assignment; endorsement; transfer; option; contract to
  sell, convey, or exchange; compromise; acquittance; and release may be executed in
  its name or in the name of the resulting financial institutions, or both. Any other
  thing may be done in either or both of these names that may be necessary or proper
  for the reduction to cash of any assets of a foreclosure of any rights or titles or
  the doing of any other acts or things appropriate to the winding up of the affairs
  of the merging organization as a separate entity. Those contracts and agreements shall
  be executed and those acts shall be done under the control of the directors of the
  resulting organization. (Added 1999, No. 153 (Adj. Sess.), § 2, eff. Jan. 1, 2001; amended 2021, No. 105 (Adj. Sess.), § 304, eff. July 1, 2022.)