reglab/housing_qa huggingface dataset:
OR Rev Stat § 711.130 (2021)
2021 Oregon Revised Statutes|Volume : 18 - Financial Institutions, Insurance|Chapter 711 - Merger; Conversion; Share Exchange; Acquisition; Liquidation; Insolvency|Section 711.130 - Approval of plan of merger or share exchange involving Oregon stock bank; contents of plan; fee.

(1) For each Oregon stock bank that is a party to a merger or that proposes to have its stock acquired through a share exchange, the plan of merger or plan of share exchange shall be approved by a majority of the entire board of directors of each such Oregon stock bank. If an insured stock institution, other than an Oregon stock bank, is a party to a merger with an Oregon stock bank, the plan of merger shall be approved by such merging insured stock institution’s board of directors to the extent required under the laws applicable to such insured stock institution. (2) A plan of merger shall contain at least: (a) The name of each party to the merger and the name of the resulting insured stock institution; (b) The terms and conditions of the proposed merger; (c) The manner and basis of converting the shares of each merging insured stock institution into shares, obligations or other securities of the resulting insured stock institution or a holding company of the resulting insured stock institution or, in whole or part, into cash or other property; (d) A statement of any changes in the articles of incorporation of the resulting insured stock institution to be put into effect by the plan of merger; and (e) Any other provisions with respect to the proposed merger that the Director of the Department of Consumer and Business Services determines to be necessary. (3) A plan of share exchange shall contain at least: (a) The name of the Oregon stock bank whose shares will be acquired and the name of the acquiring company; (b) The terms and conditions of the proposed share exchange; (c) The manner and basis of the exchange of shares of the Oregon stock bank for shares, obligations or other securities of the acquiring company or of any other company or for cash or for other property in full or in part; (d) A statement of any changes in the articles of incorporation of the acquired Oregon stock bank to be put into effect by the plan of share exchange; and (e) Any other provision with respect to the proposed share exchange that the director determines to be necessary. (4) After approval by the board of directors, the plan of merger or plan of share exchange shall be submitted to the director for approval, with a nonrefundable application fee of $3,000. Certified copies of the authorizing resolutions of each board of directors, if any such resolutions are required under applicable law, showing approval of the plan of merger or plan of share exchange in accordance with subsection (1) of this section shall also be submitted. For each Oregon stock bank that is a party to a merger or is to be acquired through a share exchange, the certified copies of the board resolutions shall also show that the resolutions were approved by a majority of the entire board. [1997 c.631 §271]
OR Rev Stat § 711.135 (2021)
2021 Oregon Revised Statutes|Volume : 18 - Financial Institutions, Insurance|Chapter 711 - Merger; Conversion; Share Exchange; Acquisition; Liquidation; Insolvency|Section 711.135 - Action by director on plan of merger or share exchange involving Oregon stock bank; appeal.

(1) Within 90 days after the Director of the Department of Consumer and Business Services receives the materials and fee specified in ORS 711.130, unless the director extends the time in concurrence with the applicants, the director shall approve or disapprove a plan of merger or plan of share exchange. The director shall approve the plan of merger or plan of share exchange if the director finds that: (a) The transaction conforms with the provisions of the Bank Act; (b) The transaction will not be detrimental to the safety and soundness of the resulting insured stock institution or the Oregon stock bank to be acquired through a share exchange; (c) The transaction is not contrary to the public interest; and (d) The director is satisfied that the state or federal supervisory authority that has jurisdiction over the resulting insured stock institution or acquiring company permits the transaction. (2) If the director disapproves a plan of merger or plan of share exchange, the director shall state any objections in writing and give the boards of the parties to the transaction an opportunity to amend the plan of merger or plan of share exchange to obviate the objections. The amended plan of merger or plan of share exchange must be submitted to the director for approval as if the amended plan were the original plan of merger or plan of share exchange. (3) Any of the parties to the transaction may appeal the decision of the director as provided in ORS 183.415 to 183.500. [1997 c.631 §272; 2015 c.244 §82]
OR Rev Stat § 711.140 (2021)
2021 Oregon Revised Statutes|Volume : 18 - Financial Institutions, Insurance|Chapter 711 - Merger; Conversion; Share Exchange; Acquisition; Liquidation; Insolvency|Section 711.140 - Approval of merger or share exchange involving Oregon stock bank by stockholders.

(1) To be effective, a merger or share exchange involving an Oregon stock bank shall be approved by the stockholders of each Oregon stock bank that is a party to a merger or Oregon stock bank to be acquired through a share exchange by a vote of two-thirds of the outstanding stock of each class of voting shares at a meeting called to consider the merger or share exchange. (2) Approval of the merger or share exchange by the stockholders constitutes the adoption of any amendments to the articles set forth in the plan of merger or plan of share exchange. (3) If the plan of merger or plan of share exchange adopts any provision enumerated in ORS 707.248 affecting the rights of nonvoting stockholders of an Oregon stock bank, such nonvoting stockholders may vote as a class on the merger or share exchange. (4) Each Oregon stock bank that is a party to a merger or is to be acquired through a share exchange shall give notice of the meeting to vote on the proposed merger or share exchange to each stockholder of record entitled to vote on the plan of merger or plan of share exchange at the address of the stockholder in the books of the Oregon stock bank at least 15 days before the date of the meeting unless the notice is waived in writing by all the holders of shares entitled to vote on the plan of merger or plan of share exchange. Unless, pursuant to ORS 711.170 (8) or other applicable law, the shareholders of the Oregon stock bank are not entitled to receive fair value of their shares, the notice shall be accompanied by a copy of ORS 711.175, 711.180 and 711.185, and shall explain that the sections establish the rights of dissenting stockholders. The notice shall also include any other information that the Director of the Department of Consumer and Business Services may require. [1997 c.631 §273]
OR Rev Stat § 711.150 (2021)
2021 Oregon Revised Statutes|Volume : 18 - Financial Institutions, Insurance|Chapter 711 - Merger; Conversion; Share Exchange; Acquisition; Liquidation; Insolvency|Section 711.150 - Merger of Oregon nonstock bank with insured nonstock institution.

Subject to the provisions and requirements of ORS 711.155 to 711.165 and 713.270, an Oregon nonstock bank may merge with any insured nonstock institution if the merger is permitted by the laws of the supervisory authority having jurisdiction over the resulting insured nonstock institution. [1997 c.631 §275]
OR Rev Stat § 711.155 (2021)
2021 Oregon Revised Statutes|Volume : 18 - Financial Institutions, Insurance|Chapter 711 - Merger; Conversion; Share Exchange; Acquisition; Liquidation; Insolvency|Section 711.155 - Approval of merger involving Oregon nonstock bank; contents of plan; fee.

(1) For each Oregon nonstock bank that is a party to a merger, the plan of merger shall be approved by a majority of the entire board of directors of each such Oregon nonstock bank. If an insured nonstock institution, other than an Oregon nonstock bank, is a party to a merger with an Oregon nonstock bank, the plan of merger shall be approved by such insured nonstock institution’s board of directors to the extent required under the laws applicable to such insured nonstock institution. (2) The plan of merger shall contain: (a) The name of each party to the merger and the name of the resulting insured nonstock institution; (b) The terms and conditions of the proposed merger; (c) The manner and basis of converting the obligations or securities of each merging insured nonstock institution into obligations or other securities of the resulting insured nonstock institution or, in whole or part, into cash or other property; (d) A statement of any changes in the articles of incorporation of the resulting insured nonstock institution to be put into effect by the plan of merger; and (e) Any other provisions with respect to the proposed merger that the Director of the Department of Consumer and Business Services determines to be necessary. (3) After approval by the board of directors, the plan of merger shall be submitted to the director for approval with a nonrefundable application fee of $3,000. Certified copies of the authorizing resolutions of each board of directors, if any such resolutions are required under applicable law, showing approval of the plan of merger in accordance with subsection (1) of this section shall also be submitted. For each Oregon nonstock bank that is a party to a merger, the certified copies of the board resolutions shall also show that the resolutions were approved by a majority of the entire board. (4) After approval by each board of directors of the plan of merger, notice of the merger shall be delivered to the household of each depositor of each Oregon nonstock bank unless the Oregon nonstock bank is the resulting insured nonstock institution. Such notice shall include at least the name of the resulting insured nonstock institution and the location of its head office and may be included in any account statement regularly delivered to such depositors. [1997 c.631 §276]
OR Rev Stat § 711.160 (2021)
2021 Oregon Revised Statutes|Volume : 18 - Financial Institutions, Insurance|Chapter 711 - Merger; Conversion; Share Exchange; Acquisition; Liquidation; Insolvency|Section 711.160 - Action by director on plan of merger involving Oregon nonstock bank; appeal.

(1) Within 90 days after receiving the materials and fee specified in ORS 711.155, unless the time is extended by the Director of the Department of Consumer and Business Services in concurrence with the applicants, the director shall approve or disapprove the plan of merger. The director shall approve the plan of merger if the director finds that: (a) The resulting insured nonstock institution meets the requirements of the Bank Act; (b) The merger will not be detrimental to the safety and soundness of the resulting insured nonstock institution; (c) The merger is not contrary to the public interest; and (d) The director is satisfied that the merger is permitted by the state or federal supervisory authority having jurisdiction over the resulting insured nonstock institution. (2) If the director disapproves a plan of merger, the director shall state any objections in writing and give the boards of the parties to the merger an opportunity to amend the plan of merger to obviate the objections. The amended plan of merger shall be submitted to the director for approval as if it were the original plan of merger. (3) Any of the parties to the merger may appeal the decision of the director as provided in ORS 183.415 to 183.500. [1997 c.631 §277]
OR Rev Stat § 711.165 (2021)
2021 Oregon Revised Statutes|Volume : 18 - Financial Institutions, Insurance|Chapter 711 - Merger; Conversion; Share Exchange; Acquisition; Liquidation; Insolvency|Section 711.165 - Effective date of merger involving Oregon nonstock bank.

(1) If the resulting insured nonstock institution is an Oregon nonstock bank, the merger shall, unless a later date is specified in the plan of merger, become effective upon the filing with the Director of the Department of Consumer and Business Services the approved plan of merger and evidence satisfactory to the director that all federal regulatory requirements, if any, have been satisfied. The charters of each Oregon nonstock bank that is a party to the merger, other than the resulting insured nonstock institution, shall terminate when the merger becomes effective. (2) If the resulting insured nonstock institution is an insured nonstock institution, the effective date and time of the merger shall be determined under the laws governing the resulting insured nonstock institution. The merger will be effective as to each Oregon nonstock bank that is a party to the merger when copies of the resolutions of the directors of the Oregon nonstock bank approving the plan of merger and evidence of the effective date and time of the merger are filed with the director. (3) If the resulting insured nonstock institution is an Oregon nonstock bank, the director shall promptly issue to the resulting insured nonstock institution a certificate of merger specifying the names of the parties to the merger, the name of the resulting insured nonstock institution, and the date on which the merger became effective as prescribed in subsection (1) of this section. The certificate shall be prima facie evidence of the merger and of the correctness of all proceedings and may be recorded in any office for the recording of deeds to evidence the new name in which the property of the merging insured nonstock institutions is held. [1997 c.631 §278]
OR Rev Stat § 711.175 (2021)
2021 Oregon Revised Statutes|Volume : 18 - Financial Institutions, Insurance|Chapter 711 - Merger; Conversion; Share Exchange; Acquisition; Liquidation; Insolvency|Section 711.175 - Stockholder’s right to dissent to merger, share exchange, transfer of assets or liabilities or conversion.

(1) A stockholder of an Oregon stock bank or Oregon trust company may dissent from the following: (a) A plan of merger pursuant to which the Oregon stock bank or Oregon trust company is not the resulting insured institution; (b) A plan of merger pursuant to which the Oregon stock bank or Oregon trust company is the resulting insured stock institution and the number of its voting shares outstanding immediately after the merger, plus the number of shares issuable as a result of the merger, either by the conversion of securities issued pursuant to the merger or the exercise of rights and warrants issued pursuant to the merger, will exceed by more than 20 percent the total number of voting shares of the resulting insured stock institution outstanding immediately before the merger; (c) A plan of share exchange pursuant to which the Oregon stock bank or Oregon trust company in which the stockholder owns shares is acquired; (d) An acquisition transaction requiring the stockholder’s approval pursuant to ORS 711.170 (5); and (e) A plan of conversion pursuant to which the Oregon stock bank or Oregon trust company is to be converted to a limited liability company. (2) To perfect a stockholder’s right to dissent to a transaction described in subsection (1) of this section, the stockholder must send or deliver a notice of dissent to the Oregon stock bank or Oregon trust company prior to or at the meeting of the stockholders at which the transaction is submitted to a vote, or the stockholder must vote against the transaction. (3) A stockholder may not dissent as to less than all the shares registered in the name of the stockholder, except a stockholder holding, as a fiduciary or nominee, shares registered in the stockholder’s name for the benefit of more than one beneficiary, may dissent as to less than all of the shares registered in the fiduciary or nominee’s name if any dissent as to the shares held for a beneficiary is made as to all the shares held by the fiduciary for that beneficiary or nominee. The fiduciary’s rights shall be determined as if the shares to which the fiduciary has dissented and the other shares are registered in the names of different stockholders. [1997 c.631 §280; 2005 c.134 §9]
OR Rev Stat § 711.185 (2021)
2021 Oregon Revised Statutes|Volume : 18 - Financial Institutions, Insurance|Chapter 711 - Merger; Conversion; Share Exchange; Acquisition; Liquidation; Insolvency|Section 711.185 - Stockholder withdrawal of demand for payment for shares made under ORS 711.180.

(1) A dissenting stockholder making a demand under ORS 711.180 may withdraw the demand if: (a) The Oregon stock bank, Oregon trust company or its successor consents to the withdrawal; or (b) The dissenting stockholder pays the stockholder’s pro rata share of the appraisal costs and the Oregon stock bank’s or Oregon trust company’s reasonable costs and expenses, including attorney fees and costs. (2) When a dissenting stockholder withdraws the demand under subsection (1) of this section, the stockholder’s status as a stockholder shall be restored, without prejudice to any corporate proceedings taking place in the interim. [1997 c.631 §281; 2005 c.134 §11]
OR Rev Stat § 711.190 (2021)
2021 Oregon Revised Statutes|Volume : 18 - Financial Institutions, Insurance|Chapter 711 - Merger; Conversion; Share Exchange; Acquisition; Liquidation; Insolvency|Section 711.190 - Effect of merger or conversion of Oregon bank; rights, powers, duties and liabilities of resulting financial institution.

(1) When a merger or conversion of an Oregon bank becomes effective: (a) The separate existence of each Oregon bank participating in the plan of merger or conversion, except the existence of the resulting financial institution, ends; and (b) The resulting financial institution is an entity with all the property, rights, powers and duties of all parties to the merger or the converting financial institution, except as affected by the laws applicable to the resulting financial institution and by the charter, articles of incorporation and bylaws of the resulting financial institution. (2) All property, debts, choses in action and every other interest of each merging or converting financial institution are transferred to and vested in the resulting financial institution without any further act or deed of any party to the merger or conversion. The title to or any interest in any real estate vested in any merging or converting financial institution may not revert or be impaired because of the merger or conversion. (3) When a merger or conversion becomes effective, the resulting financial institution shall be liable for all liabilities and obligations of each of the merging or converting financial institutions. Any existing or pending claim, action or proceeding by or against any merging or converting financial institution may be prosecuted as if the merger or conversion had not taken place, or the resulting financial institution may be substituted in its place. A merger or conversion may not impair the rights of creditors or depositors of a merging or converting financial institution or any liens upon the property of a merging or converting financial institution. (4) Unless prohibited under applicable law, a resulting financial institution may use the name of the merging financial institution or the converting financial institution whenever it can do any act under the name more conveniently. (5) Any reference to a merging or converting financial institution in any writing, whether executed or taking effect before or after the merger or conversion, is a reference to the resulting financial institution if consistent with the other provisions of the writing, and if the resulting financial institution is authorized to exercise the powers conferred or required by the writing. [Formerly 711.040]
OR Rev Stat § 711.195 (2021)
2021 Oregon Revised Statutes|Volume : 18 - Financial Institutions, Insurance|Chapter 711 - Merger; Conversion; Share Exchange; Acquisition; Liquidation; Insolvency|Section 711.195 - Merger, conversion or acquisition of Oregon bank involving trust company.

If a merger, conversion or acquisition of an Oregon bank involves a trust company, the Director of the Department of Consumer and Business Services shall not approve the merger, conversion, or acquisition until satisfied that adequate provision has been made for successor fiduciaries. [1997 c.631 §282]
OR Rev Stat § 711.197 (2021)
2021 Oregon Revised Statutes|Volume : 18 - Financial Institutions, Insurance|Chapter 711 - Merger; Conversion; Share Exchange; Acquisition; Liquidation; Insolvency|Section 711.197 - Conditions for resulting Oregon bank to conform with state law.

If, pursuant to a merger or conversion of a financial institution, the resulting or converting financial institution is an Oregon bank and has assets or liabilities in this state that do not conform to the requirements of applicable law or carries on business activities that are not permitted for the resulting or converting financial institution, the Director of the Department of Consumer and Business Services may: (1) Permit the resulting or converting financial institution to retain the nonconforming assets or liabilities or to continue the otherwise unpermitted activities for such periods and subject to such conditions and limitations as the director determines, by rule or order, will not be injurious to the safety and soundness of the resulting or converting financial institution; or (2) Grant the resulting or converting financial institution a reasonable time to conform with applicable law. [Formerly 711.055]
OR Rev Stat § 711.199 (2021)
2021 Oregon Revised Statutes|Volume : 18 - Financial Institutions, Insurance|Chapter 711 - Merger; Conversion; Share Exchange; Acquisition; Liquidation; Insolvency|Section 711.199 - Valuation of assets on books of resulting Oregon bank.

Without approval by the Director of the Department of Consumer and Business Services, an asset shall not be carried on the books of a resulting or converting financial institution that is an Oregon bank at a valuation higher than that on the books of the resulting or converting financial institution at the time of its last examination prior to the effective date of the merger or conversion. [Formerly 711.060]
OR Rev Stat § 711.215 (2021)
2021 Oregon Revised Statutes|Volume : 18 - Financial Institutions, Insurance|Chapter 711 - Merger; Conversion; Share Exchange; Acquisition; Liquidation; Insolvency|Section 711.215 - Voluntary liquidation on approval of stockholders and director; costs of special examination.

An institution may go into voluntary liquidation by vote of its stockholders owning at least two-thirds of its capital stock. The institution shall first obtain the written consent of the Director of the Department of Consumer and Business Services. Before consenting to the liquidation, the director may require a special examination of the condition and affairs of the institution. The institution shall pay the actual costs of the examination as provided in ORS 706.544. [Amended by 1973 c.797 §238; 1985 c.762 §43; 1985 c.786 §40; 1999 c.59 §220]
OR Rev Stat § 711.217 (2021)
2021 Oregon Revised Statutes|Volume : 18 - Financial Institutions, Insurance|Chapter 711 - Merger; Conversion; Share Exchange; Acquisition; Liquidation; Insolvency|Section 711.217 - Transactions exempt from ORS 711.220 to 711.235.

In a transaction where a purchasing insured institution assumes or agrees to pay all the liabilities of a liquidating institution, ORS 711.220 to 711.235 do not apply. [1973 c.797 §239; 1997 c.631 §239]