(a) The board of
directors of each national bank, state bank, and trust company proposing to
merge or consolidate shall jointly or independently submit to the department an
application for permission to implement the plan.
(b) The application must include
(1) an analysis by the entities proposing to
merge or consolidate of why the proposed merger or consolidation is in the
interest of promoting and maintaining a sound and competitive trust system and
the security of trust assets and customers;
(2) a copy of the articles of incorporation
of the merging or consolidating entities;
(3) copies of the resolutions of each
entity's board of directors approving the plan of merger or consolidation, or
other evidence that necessary corporate approval was obtained;
(4) copies of the proposed articles of merger
or consolidation; and
(5) any
additional information requested by the department, and that the department
considers necessary to make an informed decision on the proposed merger or
consolidation.
(c) The
department will conduct an investigation of the application. If the department
determines that the application meets the requirements of (b) of this section
and that approval of the application is consistent with the maintenance or
promotion of a safe and sound trust system, the department will issue a public
notice of its intent to approve the merger or consolidation and to issue a
certificate of merger or consolidation.
(d) The department will review any comments
in response to the public notice and determine whether the merger or
consolidation is consistent with the maintenance or promotion of a safe and
sound trust system. Not later than 30 days after the final publication of
notice under (c) of this section, the department will determine whether the
application meets the requirements of (b) and (c) of this section. If the
department approves the application, it will issue a certificate of merger or
consolidation, and forward the certificate to the chair or board representative
of the surviving or new trust company. The certificate of merger or
consolidation becomes effective upon issuance unless the certificate specifies
a later effective date. If the certificate specifies a later effective date,
the department will not set a date that is later than 15 days after issuance of
the certificate.
(e) Merger or
consolidation has the following effects:
(1)
the merged or consolidated entities become a single trust company designated in
the merger plan as the surviving trust company and in the consolidation plan as
the new trust company;
(2) the
separate identities of the merged or consolidated entities cease to exist and
the existence of the surviving or new trust company begins;
(3) the surviving or new trust company has
the rights, privileges, immunities, and powers and is subject to the duties and
liabilities of a trust company under AS 06.26;
(4) the surviving or new trust company
possesses the rights, privileges, immunities, and franchises, public and
private, of the merged or consolidated entities;
(5) all real, personal, and mixed property,
all debts due, including subscriptions to shares, all choses in action, and
every other interest in, belonging to, or due to each of the merged or
consolidated entities are transferred to and vested in the surviving or new
trust company;
(6) the title to or
interest in real estate vested in the surviving or new trust company does not
revert and is not in any way impaired by a merger or consolidation;
(7) the surviving or new trust company is
liable for the liabilities and obligations of the merged or consolidated
entities;
(8) an existing claim or
pending action or proceeding by or against the merged or consolidated entities
may be prosecuted as if the merger or consolidation has not taken place, or the
surviving or new trust company may be substituted in its place;
(9) the rights of creditors and any liens
upon the property of the merged or consolidated entities are not impaired by
the merger or consolidation;
(10)
the articles of incorporation of the surviving trust company are amended to
comply with the merger plan;
(11)
the articles of consolidation become the original articles of incorporation of
the new trust company; and
(12) if
the net undivided profits are not transferred to stated capital by the issuance
of shares or otherwise, the net undivided profits of the merged or consolidated
entities available for the payment of dividends immediately before the merger
or consolidation, remain available for the payment of dividends by the
surviving or new trust company.
