17:9A-406 - Merger; consolidation - New Jersey Statutes

17:9A-406.   Merger; consolidation
    a.   A subsidiary capital stock savings bank may, pursuant to a plan of merger approved by the commissioner, merge with the organizing mutual savings bank or, pursuant to a plan of consolidation approved by the commissioner, purchase or retain the assets and assume the liabilities of the organizing mutual savings bank, whereupon the organizing mutual savings bank shall dissolve pursuant to the provisions of article 32 of P.L. 1948, c. 67 (C. 17:9A-207).

   b.   Upon the merger of the organizing mutual savings bank with the subsidiary capital stock savings bank or the purchase and assumption of the liabilities of the organizing mutual savings bank:

   (1)  The corporate existence of the organizing mutual savings bank shall be merged with that of the subsidiary capital stock savings bank, and the property and rights of the organizing mutual savings bank shall vest in the subsidiary capital stock savings bank without further word or deed;

   (2)  The subsidiary capital stock savings bank may, upon complying with the minimum surplus requirements established by law or regulation, establish and maintain its principal office and branch offices at the locations specified in the plan of merger or consolidation;

   (3)  The rights and obligations of the organizing mutual savings bank shall become the rights and obligations of the subsidiary capital stock savings bank;  and

   (4)  Any pending action by or against an organizing mutual savings bank or a subsidiary capital stock savings bank shall survive the merger or consolidation and the subsidiary capital stock savings bank shall be substituted as a party for the organizing mutual savings bank.

   c.   The plan of merger or consolidation may contain a provision for the adjustment of the interest of the depositors pursuant to section 201 of P.L. 1948, c. 67 (C. 17:9A-201).

   d.   The plan of merger or consolidation shall provide that each depositor in the organizing mutual savings bank shall receive an equivalent account in the subsidiary capital stock savings bank.

   L. 1987, c. 201, s. 25.