§ 49.35 — Consolidation or Merger Agreement
Plain-Language Summary
This section requires the boards of directors of merging banks to prepare a detailed written merger agreement that both parties approve. The agreement must specify the parties, the terms and conditions, the authorized capital of the new institution, the name and location of the surviving institution, and who will sit on the new board of directors. The agreement must be in duplicate.
49.35 CONSOLIDATION OR MERGER AGREEMENT.
The respective boards of directors of the consolidating or merging corporations may, by the majority vote of all of the members of each board, make or authorize to be made between the corporations a written agreement, in duplicate, for the consolidation or merger of the corporations. The agreement shall specify each corporation to be a party to the transaction, and shall prescribe the terms and conditions thereof; the mode of carrying it into effect; the authorized capital stock of the consolidated or surviving corporation; the name of the consolidated or surviving corporation, which may be the name, in whole or in part, of any corporation which is a party to the agreement, and shall specify the city in which it shall have its principal place of business. It shall name the persons who shall constitute the board of directors of the consolidated or surviving corporation, but the number and qualifications of these persons shall be in accordance with the statutes relating to the number and qualifications of directors of that class of corporation.
History:
(7699-6) 1925 c 156 s 2; 1973 c 123 art 5 s 7; 1989 c 166 s 10; 1993 c 257 s 26
History: History: (7699-6) 1925 c 156 s 2; 1973 c 123 art 5 s 7; 1989 c 166 s 10; 1993 c 257 s 26