Mass. Gen. Laws ch. 167I, sec. 5 — MA Code / Part I / Title XXII / Chapter 167I / Section 5
Expedited consolidation or sale of assets of bank certified as unsafe to transact business
Status: in_force

Section 5. If the commissioner has certified to the Depositors Insurance Fund that it is unsafe or inexpedient for a member bank to continue to transact business, as provided in section 4 of chapter 43 of the acts of 1934, the member bank may be consolidated with or sell its assets to another savings bank or co-operative bank, as applicable, on an expedited basis, notwithstanding any general or special law to the contrary governing such transactions; provided, however, that the following conditions shall be satisfied: (i) the terms and conditions of the proposed consolidation or purchase and sale of assets are set forth in a written plan or agreement between the continuing corporation and the Depositors Insurance Fund on behalf of the certified member bank; (ii) the consolidation or purchase and sale of assets and the written plan or agreement setting forth such arrangement is approved by a vote of not less than 2/3 of the board of the continuing corporation at a meeting duly called for such purpose and by a vote of not less than 2/3 of the board of directors of the Depositors Insurance Fund at a meeting duly called for such purpose; (iii) the commissioner determines that: (A) failure to take immediate action to effect a consolidation with or sale of assets of the certified member bank to another savings bank or co-operative bank, as applicable, is likely to undermine public confidence in banks; (B) the best interests of the depositors of the certified member bank, the depositors of the continuing corporation and the Depositors Insurance Fund will be served by an expedited consolidation or sale of assets; and (C) the public convenience and advantage will be served by the proposed consolidation or sale of assets; and (iv) the commissioner approves in writing the proposed consolidation or purchase and sale of assets, subject to such terms and conditions as may be deemed appropriate. Upon the effective date of any consolidation pursuant to this section, the rights and obligations of the certified member bank, the continuing corporation and their respective depositors, debtors and creditors shall be governed by section 7. A certificate endorsed by the president and clerk or 2 other duly-authorized officers of the continuing corporation and the Depositors Insurance Fund on behalf of the certified member bank stating that each corporation, respectively, has complied with the requirements of this section shall be submitted to the commissioner. If the commissioner approves the consolidation or sale of assets, the commissioner shall endorse the approval upon the certificate and thereupon the consolidation or sale of assets shall become effective at the close of business on such date. At any time and from time to time after the consolidation has become effective, copies of the certificate may be certified and issued by the commissioner and may be filed in the several registries of deeds and land court registry districts of the commonwealth and in any filing offices established under chapter 106. Such certification shall be conclusive evidence for all purposes of the succession by the continuing corporation to all rights and interests of the certified corporation. If the Deposit Insurance Fund of the Depositors Insurance Fund ceases to insure the deposits or shares of a member bank and the commissioner determines that grounds exist to require the commissioner's immediate assumption of possession and control of its assets under section 22 of chapter 167, the commissioner shall, upon assumption of possession and control of such member bank's assets, have all powers granted in this section to the Deposit Insurance Fund to effect a consolidation or sale of assets on behalf of such corporation. For the purposes of this section, ''member bank'' shall mean a savings bank or co-operative bank in the Depositors Insurance Fund.

Section 5. If the commissioner has certified to the Depositors Insurance Fund that it is unsafe or inexpedient for a member bank to continue to transact business, as provided in section 4 of chapter 43 of the acts of 1934, the member bank may be consolidated with or sell its assets to another savings bank or co-operative bank, as applicable, on an expedited basis, notwithstanding any general or special law to the contrary governing such transactions; provided, however, that the following conditions shall be satisfied:

(i) the terms and conditions of the proposed consolidation or purchase and sale of assets are set forth in a written plan or agreement between the continuing corporation and the Depositors Insurance Fund on behalf of the certified member bank;

(ii) the consolidation or purchase and sale of assets and the written plan or agreement setting forth such arrangement is approved by a vote of not less than 2/3 of the board of the continuing corporation at a meeting duly called for such purpose and by a vote of not less than 2/3 of the board of directors of the Depositors Insurance Fund at a meeting duly called for such purpose;

(iii) the commissioner determines that: (A) failure to take immediate action to effect a consolidation with or sale of assets of the certified member bank to another savings bank or co-operative bank, as applicable, is likely to undermine public confidence in banks; (B) the best interests of the depositors of the certified member bank, the depositors of the continuing corporation and the Depositors Insurance Fund will be served by an expedited consolidation or sale of assets; and (C) the public convenience and advantage will be served by the proposed consolidation or sale of assets; and

(iv) the commissioner approves in writing the proposed consolidation or purchase and sale of assets, subject to such terms and conditions as may be deemed appropriate.

Upon the effective date of any consolidation pursuant to this section, the rights and obligations of the certified member bank, the continuing corporation and their respective depositors, debtors and creditors shall be governed by section 7.

A certificate endorsed by the president and clerk or 2 other duly-authorized officers of the continuing corporation and the Depositors Insurance Fund on behalf of the certified member bank stating that each corporation, respectively, has complied with the requirements of this section shall be submitted to the commissioner. If the commissioner approves the consolidation or sale of assets, the commissioner shall endorse the approval upon the certificate and thereupon the consolidation or sale of assets shall become effective at the close of business on such date.

At any time and from time to time after the consolidation has become effective, copies of the certificate may be certified and issued by the commissioner and may be filed in the several registries of deeds and land court registry districts of the commonwealth and in any filing offices established under chapter 106. Such certification shall be conclusive evidence for all purposes of the succession by the continuing corporation to all rights and interests of the certified corporation.

If the Deposit Insurance Fund of the Depositors Insurance Fund ceases to insure the deposits or shares of a member bank and the commissioner determines that grounds exist to require the commissioner's immediate assumption of possession and control of its assets under section 22 of chapter 167, the commissioner shall, upon assumption of possession and control of such member bank's assets, have all powers granted in this section to the Deposit Insurance Fund to effect a consolidation or sale of assets on behalf of such corporation.

For the purposes of this section, ''member bank'' shall mean a savings bank or co-operative bank in the Depositors Insurance Fund.