reglab/housing_qa huggingface dataset:
TN Code § 45-2-1302 (2021)
2021 Tennessee Code|Title 45 - Banks and Financial Institutions|Chapter 2 - Banking Institutions|Part 13 - Voluntary Corporate Changes|§ 45-2-1302. Resulting National Bank

  Subject to this chapter and chapter 1 of this title, a state bank may convert into a resulting national bank, or a state or national bank in operation for at least three (3) years shall have the right to merge with any other bank in operation for at least three (3) years in this state so as to result in a national bank. The action to be taken by the merging or converting bank, if a state bank, and its rights and liabilities and those of its stockholders, shall be the same as those prescribed for national banks at the time of the action by the laws of the United States and not by the laws of this state, except that a vote of the holders of two-thirds (2/3) of each class of voting stock of a state bank shall be required for a merger or conversion and that, on conversion by a state bank into a national bank, the rights of dissenting stockholders shall be those specified in § 45-2-1309. The requirement that both banks be in operation for three (3) years shall not apply if:  Both merging banks have their principal offices in the same county; or    One (1) merging bank was in existence, as defined in [former] § 45-12-102, as a bank prior to July 1, 1985, and was located in one (1) of the counties in Tennessee having a population in excess of two hundred thousand (200,000), according to the 1970 federal decennial census, and the other merging bank has been in operation for three (3) years;   Notwithstanding § 45-2-614, the resulting national bank may create and operate branch banks in the county where the merging banks or any branch of either of the merging banks was located prior to the merger.       Upon the completion of the merger or conversion, the franchise of any merging or converting state bank shall automatically terminate.   A national bank in operation for at least three (3) years shall have the right to merge with an association as defined in § 45-3-104, in operation for at least three (3) years in this state so as to result in a national bank. The action to be taken by the merging bank or association and its rights and liabilities and those of its stockholders shall be the same as those prescribed for national banks at the time of the action by the laws of the United States and not by the laws of this state, except that a vote of the holders of two-thirds (2/3) of each class of voting stock of a state association shall be required for a merger. The requirement that both financial institutions be in operation for three (3) years shall not apply if both merging institutions have their principal offices in the same county.
TN Code § 45-2-1303 (2021)
2021 Tennessee Code|Title 45 - Banks and Financial Institutions|Chapter 2 - Banking Institutions|Part 13 - Voluntary Corporate Changes|§ 45-2-1303. Resulting State Bank

   Upon approval by the commissioner:  Banks whose principal offices are located in this state and have been in operation for at least three (3) years may be merged to result in a state bank; or   A national bank may convert into a state bank, except that the action by a national bank shall be taken in the manner prescribed by and shall be subject to limitations and requirements imposed by the laws of the United States, which shall also govern the rights of its dissenting shareholders.     The requirement that both banks be in operation for three (3) years shall not apply if:  Both merging banks have their principal offices in the same county; or   One (1) merging bank was in existence, as defined in [former] § 45-12-102, as a bank prior to July 1, 1985, and was located in one (1) of those counties in Tennessee having a population in excess of two hundred thousand (200,000), according to the 1970 federal decennial census, and the other merging bank has been in operation for three (3) years.       Notwithstanding § 45-2-614:  The resulting state bank may create and operate branch banks in any county where the merging banks or any branch of either of the merging banks was located prior to the merger; and   A state bank, whether or not a merging bank, with the approval of the commissioner, may create and operate branch banks in any county where a branch bank, office, or agency of the bank was maintained and operated on April 6, 1925.     Upon approval of the commissioner, a state bank in operation for at least three (3) years shall have the right to merge with an association as defined in § 45-3-104 in operation for at least three (3) years in this state so as to result in a state bank. This part shall govern any merger or consolidation pursuant to this subsection (c). The requirement that both financial institutions be in operation for three (3) years shall not apply if both institutions have their principal offices in the same county. The resulting state bank may create and operate branch banks in accordance with § 45-2-614.
TN Code § 45-2-1305 (2021)
2021 Tennessee Code|Title 45 - Banks and Financial Institutions|Chapter 2 - Banking Institutions|Part 13 - Voluntary Corporate Changes|§ 45-2-1305. Approval by Stockholders of Merging State Banks

  To be effective, a merger that is to result in a state bank must be approved by the stockholders of each merging state bank by a majority vote of the outstanding voting stock of each class eligible to vote for the merger; provided, that a greater vote may be required by the charter. The vote shall be held at a meeting called to consider the action. The vote shall constitute the adoption of the charter and bylaws of the continuing state bank, including the amendments in the merger agreement, as the charter and bylaws of the resulting bank.   Notice of the meeting of the stockholders must be given by mail at least fifteen (15) days before the date of the meeting to each stockholder of record of each merging bank at the stockholder's address on the books of the stockholder's bank, who has not waived notice in writing. The notice shall state that a dissenting stockholder will be entitled to payment of the value of the stockholder's shares only if written notice of intent to demand payment is delivered to the bank before the vote is taken, and the stockholder does not vote the shares in favor of the plan.
TN Code § 45-2-1306 (2021)
2021 Tennessee Code|Title 45 - Banks and Financial Institutions|Chapter 2 - Banking Institutions|Part 13 - Voluntary Corporate Changes|§ 45-2-1306. Effective Date of Merger — Certificate of Merger

  A merger that is to result in a state bank shall, unless a later date is specified in the agreement, become effective upon the filing with the commissioner of the executed agreement, together with copies of the resolutions of the stockholders of each merging bank approving it, certified by the bank's president or a vice president and a cashier. The charters of the merging banks, other than the continuing bank, shall thereupon automatically terminate.   The commissioner shall then issue to the resulting bank a certificate of merger, which shall constitute a continuing charter, specifying the name of each merging bank and the name of the resulting state bank. The certificate shall be conclusive evidence of the merger and of the correctness of all proceedings therefor in all courts and places, and shall be recorded in the same manner as is provided for the recording of a charter of a new bank in § 45-2-205(c).
TN Code § 45-2-1307 (2021)
2021 Tennessee Code|Title 45 - Banks and Financial Institutions|Chapter 2 - Banking Institutions|Part 13 - Voluntary Corporate Changes|§ 45-2-1307. Conversion of National Into State Bank

  Except as provided in § 45-2-1310, a national bank located in this state that follows the procedure prescribed by the laws of the United States to convert into a state bank may be granted a state charter by the commissioner if the commissioner finds that each office of the national bank is legally in operation, that the resulting state bank will have an adequate capital structure, including surplus, in relation to its deposit liabilities and its other activities, not less than the capital structure required for a new state bank, and that the officers and directors of the resulting bank are persons of sound judgment and discretion.   The national bank may apply for the charter by filing with the commissioner:  A certificate signed by its president and cashier and by a majority of the entire board of directors, setting forth the corporate action taken in compliance with the laws of the United States governing the conversion of a national to a state bank; and   The plan of conversion and the proposed articles of incorporation approved by the stockholders, for the operation of the bank as a state bank.
TN Code § 45-2-1308 (2021)
2021 Tennessee Code|Title 45 - Banks and Financial Institutions|Chapter 2 - Banking Institutions|Part 13 - Voluntary Corporate Changes|§ 45-2-1308. Continuation of Corporate Entity — Use of Old Name

  A resulting state or national bank shall be considered the same business and corporate entity as each merging bank or as the converting bank with all the property rights, powers, duties, fiduciary appointments subject to § 45-2-1310 and obligations of each merging bank or the converting bank, except as affected by the state law in the case of a resulting state bank or the federal law in the case of a resulting national bank, and by the charter and bylaws of the resulting bank.   A resulting bank shall have the right to use the name of any merging bank or of the converting bank whenever it deems it more convenient to do so.   Any reference to a merging or converting bank in any writing, whether executed or taking effect before or after the merger or conversion, shall be deemed a reference to the resulting bank if not inconsistent with the other provisions of the writing.
TN Code § 45-2-1309 (2021)
2021 Tennessee Code|Title 45 - Banks and Financial Institutions|Chapter 2 - Banking Institutions|Part 13 - Voluntary Corporate Changes|§ 45-2-1309. Dissenting Stockholders

 The owners of shares of a state bank shall have dissenters rights as provided by  the Tennessee Business Corporation Act, compiled in title 48, ch. 23, part 1, with respect to any plan of merger, merger agreement, plan of conversion, plan of share exchange or any other corporate action described in § 48-23-102.
TN Code § 45-2-1310 (2021)
2021 Tennessee Code|Title 45 - Banks and Financial Institutions|Chapter 2 - Banking Institutions|Part 13 - Voluntary Corporate Changes|§ 45-2-1310. Resulting Bank Without Trust Powers

 Where a resulting state bank is not to exercise trust powers, the commissioner shall not approve a merger or conversion until satisfied that adequate provision has been made for successors to fiduciary positions held by the merging banks or the converting bank.
TN Code § 45-2-1311 (2021)
2021 Tennessee Code|Title 45 - Banks and Financial Institutions|Chapter 2 - Banking Institutions|Part 13 - Voluntary Corporate Changes|§ 45-2-1311. Nonconforming Assets or Business

 If a merging or converting bank has assets that do not conform to the requirements of state law for the resulting state bank, or carries on business activities that are not permitted for the resulting state bank, the commissioner may permit a reasonable time to conform with state law.
TN Code § 45-2-1312 (2021)
2021 Tennessee Code|Title 45 - Banks and Financial Institutions|Chapter 2 - Banking Institutions|Part 13 - Voluntary Corporate Changes|§ 45-2-1312. [reserved.]

  If a bank is determined to be in financial difficulty by the appropriate regulatory officials, as defined in § 45-2-1402, it may be merged into any other bank in this state, notwithstanding §§ 45-2-614 and 45-2-1302(a).   The merger procedure shall be the same as that procedure required for a regular merger pursuant to this part except that no notice by publication need be given.   Prior to approving a merger pursuant to this section, the appropriate regulatory officials shall determine that alternative methods of protecting the depositors and stockholders of a bank in financial difficulty are not feasible.
TN Code § 45-2-1314 (2021)
2021 Tennessee Code|Title 45 - Banks and Financial Institutions|Chapter 2 - Banking Institutions|Part 13 - Voluntary Corporate Changes|§ 45-2-1314. Share Exchanges

  A corporation may acquire all of the outstanding shares of one (1) or more classes or series of a bank, and a bank may acquire all of the outstanding shares of one (1) or more classes or a series of another bank or corporation, if the board of directors of each corporation or bank adopts and its shareholders, if required by § 48-21-104, approve the exchange. The share exchange shall be subject to and in accordance with the Tennessee Business Corporation Act, compiled in title 48, chapter 21, except as chapter 21 of the Tennessee Business Corporation Act is inconsistent with this title.   Any share exchange involving a bank or a bank holding company shall be subject to any regulatory approval required by applicable law.
TN Code § 45-2-1315 (2021)
2021 Tennessee Code|Title 45 - Banks and Financial Institutions|Chapter 2 - Banking Institutions|Part 13 - Voluntary Corporate Changes|§ 45-2-1315. Review of Exchange by Commissioner — Hearings — Costs

 Upon the request of any person or entity that proposes to issue any security in exchange for one (1) or more bona fide outstanding securities of a bank or bank holding company or partly in exchange for outstanding securities of a bank or bank holding company and partly for cash, the commissioner is authorized to approve the terms and conditions of the issuance and exchange after a hearing on the fairness of the terms and conditions at which all persons to whom it is proposed to issue securities in the exchange shall have the right to appear. Nothing in this section shall require the commissioner to hold a hearing or to approve the terms or conditions of any specific exchange of securities. Any party requesting a hearing shall agree to pay the cost for the hearing, including the cost for the department to retain outside legal or investment advice as deemed necessary by the commissioner. The commissioner may require the requesting party to post a bond in cash or by accepted sureties to cover the cost.
TN Code § 45-2-1401 (2021)
2021 Tennessee Code|Title 45 - Banks and Financial Institutions|Chapter 2 - Banking Institutions|Part 14 - Bank Holding Companies—bank Structure Act of 1974|§ 45-2-1401. Short Title

 This part shall be known and may be cited as the “Bank Structure Act.”
TN Code § 45-2-1403 (2021)
2021 Tennessee Code|Title 45 - Banks and Financial Institutions|Chapter 2 - Banking Institutions|Part 14 - Bank Holding Companies—bank Structure Act of 1974|§ 45-2-1403. Prohibition Against Acquiring Shares of Bank in Operation Less Than Three (3) Years — Exceptions

  Except as otherwise provided in subsection (b):  No bank holding company acting directly or indirectly shall acquire control of, merge, or consolidate with a Tennessee bank that has not been in operation for at least three (3) years; and   No out-of-state bank acting directly or indirectly shall acquire control of, merge, or consolidate with a Tennessee bank that has not been in operation for at least three (3) years.     Subsection (a) shall not prohibit the following transactions:  An interim bank merger for the purpose of acquiring control of a Tennessee bank that has been in operation for at least three (3) years, but the requirement of that period of operation shall not apply if the bank holding company owned more than fifty percent (50%) of the shares of the bank prior to the time of merger by reason of the purchase of the shares in a de novo acquisition;   Acquisition of control, merger or consolidation of any Tennessee bank in financial difficulty, as determined by the appropriate regulatory officials; provided, that the officials determine that the acquisition will protect the stockholders and depositors by maintaining financial soundness;   Acquisition of shares of stock given as collateral security upon a debt contracted in good faith; provided, that:  The acquisition is necessary to prevent loss upon the debt;   The making of the loan and the acquisition of the shares are in the ordinary course of business and not as a means of circumventing this part; and   The shares so acquired shall be sold or disposed of at public or private sale within a period of one (1) year from the acquisition of the shares or by a later time that the appropriate regulatory officials deem required to permit the disposition of the shares without undue risk or loss;     Acquisition of shares of stock by a bank acting solely in a fiduciary capacity in the ordinary course of its trust business and not for the purpose of circumventing this part;   Acquisition of control of a bank by a company that will become a Tennessee bank holding company solely by reason of the acquisition; and   The acquisition of shares of a bank holding company by another bank holding company where more than fifty percent (50%) of the total consolidated assets of the holding company being acquired are held by banks in operation for more than three (3) years.
TN Code § 45-2-1404 (2021)
2021 Tennessee Code|Title 45 - Banks and Financial Institutions|Chapter 2 - Banking Institutions|Part 14 - Bank Holding Companies—bank Structure Act of 1974|§ 45-2-1404. Acquisition by Holding Company Prohibited

 A bank or bank holding company shall be prohibited from acquiring any bank in Tennessee if the bank or bank holding company, including all insured depository institutions that are affiliates of the bank or bank holding company, upon consummation of the acquisition, would control thirty percent (30%) or more of the total amount of the deposits of the insured depository institutions in Tennessee. For purposes of this part, “deposit” has the meaning set forth in § 3(l ) of the Federal Deposit Insurance Act (12 U.S.C. § 1813(l )).
TN Code § 45-2-1405 (2021)
2021 Tennessee Code|Title 45 - Banks and Financial Institutions|Chapter 2 - Banking Institutions|Part 14 - Bank Holding Companies—bank Structure Act of 1974|§ 45-2-1405. Power of Commissioner

 The commissioner has the power to establish rules and regulations to carry out the legislative purposes of this part.
TN Code § 45-2-1406 (2021)
2021 Tennessee Code|Title 45 - Banks and Financial Institutions|Chapter 2 - Banking Institutions|Part 14 - Bank Holding Companies—bank Structure Act of 1974|§ 45-2-1406. [reserved.]

  An out-of-state state bank that establishes and maintains one (1) or more branches in Tennessee under this part may conduct any activities at the branch or branches that are authorized under the laws of this state for Tennessee state banks.   Notwithstanding any other state law to the contrary and in addition to any other activities a state bank may conduct, a Tennessee state bank may conduct any activities at any branch outside Tennessee that are permissible for a bank chartered by the host state where the branch is located, subject to regulation by the commissioner for the purpose of maintaining the state bank's safety and soundness.
TN Code § 45-2-1409 (2021)
2021 Tennessee Code|Title 45 - Banks and Financial Institutions|Chapter 2 - Banking Institutions|Part 14 - Bank Holding Companies—bank Structure Act of 1974|§ 45-2-1409. Notice and Filing Requirements

 Any out-of-state bank that will be the resulting bank pursuant to an interstate merger transaction involving a Tennessee state bank shall notify the commissioner of the proposed merger not later than the date on which it files an application for an interstate merger transaction with the responsible federal bank supervisory agency, and shall submit a copy of that application to the commissioner and pay the filing fee, if any, required by the commissioner. Any Tennessee state bank that is a party to the interstate merger transaction shall comply with all applicable state and federal laws. Any out-of-state bank that is the resulting bank in the interstate merger transaction shall provide satisfactory evidence to the commissioner of compliance with applicable requirements of Tennessee law.
TN Code § 45-2-1410 (2021)
2021 Tennessee Code|Title 45 - Banks and Financial Institutions|Chapter 2 - Banking Institutions|Part 14 - Bank Holding Companies—bank Structure Act of 1974|§ 45-2-1410. Notice of Subsequent Merger

  Each out-of-state state bank that has established and maintains a branch in this state pursuant to this part shall give at least thirty (30) days' prior written notice to the commissioner of any merger, consolidation, or other transaction that would cause a change of control with respect to the bank or any bank holding company that controls the bank, with the result that an application would be required to be filed pursuant to the federal Change In Bank Control Act of 1978 (12 U.S.C. § 1817(j)), or the federal Bank Holding Company Act of 1956 (12 U.S.C. § 1841 et seq.), or any successor statutes. In the case of an emergency transaction, the out-of-state state bank shall provide a shorter notice that is consistent with applicable state or federal law. The home state supervisory agency of the bank may provide the prior written notice required.   The notice requirement of subsection (a) shall apply to out-of-state trust institutions that maintain an office in this state pursuant to this chapter. The notice shall also be required of:  Any transfer of all or substantially all of the trust accounts or trust assets of the out-of-state trust institution to another person; or   The closing or disposition of any office in this state.
TN Code § 45-2-1411 (2021)
2021 Tennessee Code|Title 45 - Banks and Financial Institutions|Chapter 2 - Banking Institutions|Part 14 - Bank Holding Companies—bank Structure Act of 1974|§ 45-2-1411. Enforcement

 If the commissioner determines that a branch maintained by an out-of-state state bank or a trust office maintained by an out-of-state trust institution in this state is being operated in violation of any provision of the laws of this state, or is being operated in an unsafe and unsound manner, the commissioner shall have the authority to take all enforcement actions that the commissioner would be empowered to take if the branch or office were a Tennessee state bank; provided, that the commissioner shall promptly give notice to the home state supervisory agency of each enforcement action taken against an out-of-state state bank or out-of-state trust institution. To the extent practicable, the commissioner shall consult and cooperate with the home state supervisory agency in pursuing and resolving the enforcement action. The commissioner may issue an order temporarily or permanently prohibiting a trust institution from acting as a fiduciary in this state.
TN Code § 45-2-1412 (2021)
2021 Tennessee Code|Title 45 - Banks and Financial Institutions|Chapter 2 - Banking Institutions|Part 14 - Bank Holding Companies—bank Structure Act of 1974|§ 45-2-1412. Acquisition of Branch by Out-of-State Bank

  An out-of-state bank that does not already maintain a branch in Tennessee and that meets the requirements of this title may establish and maintain a branch in Tennessee through the acquisition of a branch or establishment of a de novo branch.   [Deleted by 2020 amendment.]   No bank or out-of-state bank may establish or maintain a branch in this state on the premises or property of an affiliate if the affiliate engages in commercial activities.