reglab/housing_qa huggingface dataset:
NJ Rev Stat § 17:9A-355 (2021)
2021 New Jersey Revised Statutes|Title 17 - Corporations and Institutions for Finance and Insurance|Section 17:9A-355 - Definitions

17:9A-355. Definitions  As used in this act, (1) "Corporation" means a corporation organized under any law of this State heretofore, presently or hereafter in force, for a purpose or purposes for which a corporation may be organized under "An act revising the General Corporation Law and establishing a new Title to be known as Title 14A, Corporations, General, of the New Jersey Statutes" approved November 21, 1968 (P.L.1968, c. 350). (2) "Bank" includes (a) Every bank heretofore organized pursuant to "An act concerning banks and banking (Revision of 1899)," approved March 24, 1899; (b) Every trust company heretofore organized pursuant to "An act concerning trust companies (Revision of 1899)," approved March 24, 1899; (c) Every bank or trust company heretofore organized pursuant to chapter 4 of Title 17 of the Revised Statutes; (d) Every bank and trust company heretofore authorized by any general or special law of this State to transact business as a bank or a trust company, or as both; (e) Every bank heretofore or hereafter organized pursuant to articles 2 or 22 of "An act concerning banking and banking institutions (Revision of 1948)" approved April 29, 1948 (P.L.1948, c. 67). (3) "Acquiring corporation" means a corporation whose board of directors has approved, and authorized the execution of, a plan of acquisition providing for the acquisition by such corporation of ownership of all the outstanding shares of capital stock of one or more banks; (4) "Participating bank" means a bank whose board of directors has approved, and authorized the execution of, a plan providing for the acquisition by an acquiring corporation of ownership of all the outstanding shares of capital stock of such bank; (5) "Department" means the Department of Banking and Insurance of New Jersey; (6) "Commissioner" means the Commissioner of Banking and Insurance of New Jersey. L.1969, c. 118, s. 1, eff. June 30, 1969.
NJ Rev Stat § 17:9A-356 (2021)
2021 New Jersey Revised Statutes|Title 17 - Corporations and Institutions for Finance and Insurance|Section 17:9A-356 - Bank shares; acquisition by corporations

17:9A-356. Bank shares; acquisition by corporations  2. (1) An acquiring corporation may acquire ownership of all the outstanding shares of the capital stock of one or more banks in the manner provided by this act. (2) Shares of capital stock of an acquiring corporation, or other securities convertible into such shares, may be issued or delivered in exchange for shares of capital stock of one or more participating banks pursuant to a plan of acquisition without first being offered to existing shareholders of the acquiring corporation, (i) except, in the case of an acquiring corporation organized on or after January 1, 1969, as otherwise provided in its certificate of incorporation, or (ii) if, in the case of an acquiring corporation organized prior to January 1, 1969, its certificate of incorporation, as amended, so provides. (3) The method of acquiring bank shares authorized by this act is not exclusive, but is in addition to any other lawful methods for the acquisition of bank shares by corporations. L.1969,c.118,s.2; amended 1996, c.17, s.26.
NJ Rev Stat § 17:9A-357 (2021)
2021 New Jersey Revised Statutes|Title 17 - Corporations and Institutions for Finance and Insurance|Section 17:9A-357 - Plan of acquisition

17:9A-357. Plan of acquisition  Plan of acquisition. (1) The boards of directors of the corporation which seeks to become an acquiring corporation and of each bank which seeks to become a participating bank shall authorize the execution of a plan for the acquisition by such corporation of ownership of all the outstanding shares of the capital stock of each such bank.  (2) The plan of acquisition shall contain  (a) The name and address of the acquiring corporation;  (b) The name and address of each participating bank;  (c) The names and addresses of the members of the board of directors of the acquiring corporation;  (d) The names and addresses of all banks some or all of whose shares of capital stock are owned by the acquiring corporation, with the total number of shares of each such bank issued and outstanding, and the number of shares of each such bank owned by the acquiring corporation;  (e) The terms and conditions of the acquisition, and the mode of carrying it into effect, including the manner of exchanging the shares of each participating bank for cash or shares or other securities of the acquiring corporation, and including provisions respecting the disposition of securities issued by a participating bank and convertible into shares of its capital stock, and options granted to officers and employees of a participating bank to purchase shares of its capital stock;  (f) The effective date of the plan of acquisition;  (g) Such other provisions, including the payment of cash in lieu of the issuance of fractional shares, as may be necessary or appropriate to carry the plan of acquisition into effect.  (3) The plan of acquisition may provide that the shares of the participating bank be exchanged solely for cash or solely for shares or securities of the acquiring corporation or be exchanged for both cash and shares or other securities.  L. 1969, c. 118, s. 3, eff. June 30, 1969. Amended by L. 1985, c. 528, s. 20, eff. Jan. 21, 1986.
NJ Rev Stat § 17:9A-358 (2021)
2021 New Jersey Revised Statutes|Title 17 - Corporations and Institutions for Finance and Insurance|Section 17:9A-358 - Approval of plan of acquisition by commissioner; review

17:9A-358. Approval of plan of acquisition by commissioner; review  (1) The plan of acquisition, executed by all the parties thereto, shall be submitted to the commissioner who shall, within 60 days from the date of such submission, endorse thereon his approval or disapproval. If the commissioner disapproves the plan of acquisition, he shall forthwith file a memorandum in the department stating the reasons for his disapproval, and shall mail a copy of the memorandum to the acquiring corporation and each participating bank. The commissioner shall not withhold his approval unless he shall find that the plan of acquisition contains provisions which do not conform to law, or that the plan of acquisition is not in the public interest. (2) The commissioner's disapproval of a plan of acquisition shall be subject to review, hearing and relief in the Superior Court in a proceeding in lieu of prerogative writ. L.1969, c. 118, s. 4, eff. June 30, 1969.
NJ Rev Stat § 17:9A-359 (2021)
2021 New Jersey Revised Statutes|Title 17 - Corporations and Institutions for Finance and Insurance|Section 17:9A-359 - Submission of plan to stockholders; filing

17:9A-359. Submission of plan to stockholders; filing  (1) If the commissioner approves the plan of acquisition, it shall, within 120 days after the date of such approval, be submitted to the stockholders of each of the participating banks at separate meetings called for that purpose upon at least 20 days' notice given in the manner specified in section 81 of "An act concerning banking and banking institutions (Revision of 1948), approved April 29, 1948 (P.L.1948, c. 67)." A copy of the plan of acquisition shall be mailed to each stockholder of each participating bank with the notice of the stockholders' meetings. (2) If the plan is approved by the stockholders of one or more of the participating banks holding at least 2/3 of the capital stock entitled to vote, that fact shall be certified as to each such bank by its president or a vice-president and the certifications shall be attached to the plan. The plan shall then be filed in the department, and thereupon it shall become effective according to its terms as to the acquiring corporation and each participating bank whose stockholders have approved the plan of acquisition as provided in this section. L.1969, c. 118, s. 5, eff. June 30, 1969.
NJ Rev Stat § 17:9A-360 (2021)
2021 New Jersey Revised Statutes|Title 17 - Corporations and Institutions for Finance and Insurance|Section 17:9A-360 - Notice of dissent; "dissenting stockholder" defined

17:9A-360. Notice of dissent; "dissenting stockholder" defined  (1) Any stockholder of a participating bank electing to dissent from the plan of acquisition may do so by filing with the participating bank of which he is a stockholder, a written notice of such dissent, stating that he intends to demand payment for his shares if the plan of acquisition becomes effective. Such dissent shall be filed before the taking of the vote of the stockholders on the plan of acquisition pursuant to section 5. (2) Within 10 days after the date on which the plan of acquisition is approved by stockholders of a participating bank as provided in section 5 hereof, such bank shall give notice of such approval by certified mail to each stockholder who has filed written notice of dissent pursuant to subsection (1) of this section, except any who voted for or consented in writing to such plan of acquisition. (3) Within 20 days after the mailing of such notice, any stockholder to whom the participating bank was required to give such notice, may make written demand on the participating bank for the payment of the fair value of his shares. A stockholder who makes a demand pursuant to this subsection (3) is hereafter in this act referred to as a "dissenting stockholder." Upon making such demand, the dissenting stockholder shall cease to have any rights of a stockholder except the right to be paid the fair value of his shares and any other rights of a dissenting stockholder under this act. (4) Not later than 20 days after demanding payment for his shares pursuant to this section, the stockholder shall submit the certificate or certificates representing such shares to the participating bank of which he is a stockholder for notation thereon that such demand has been made, whereupon such certificate or certificates shall be returned to him. If shares represented by a certificate on which such notation has been made shall be transferred, each new certificate issued therefor shall bear similar notation, together with the name of the original dissenting holder of such shares, and a transferee of such shares shall acquire by such transfer no rights other than those which the original dissenting stockholder had after making a demand for payment of the fair value thereof. (5) A stockholder may not dissent as to less than all of the shares owned beneficially by him. A nominee or fiduciary may not dissent on behalf of any beneficial owner as to less than all of the shares of such owner. L.1969, c. 118, s. 6, eff. June 30, 1969.
NJ Rev Stat § 17:9A-361 (2021)
2021 New Jersey Revised Statutes|Title 17 - Corporations and Institutions for Finance and Insurance|Section 17:9A-361 - Valuation date of fair value

17:9A-361. Valuation date of fair value  For the purposes of this act, the fair value of the shares of a participating bank shall be determined as of the day before the day on which the vote of stockholders of such bank was taken as provided in section 5. In determining fair value, there shall be excluded any appreciation or depreciation in value resulting from the consummation of the plan of acquisition. L.1969, c. 118, s. 7, eff. June 30, 1969.
NJ Rev Stat § 17:9A-362 (2021)
2021 New Jersey Revised Statutes|Title 17 - Corporations and Institutions for Finance and Insurance|Section 17:9A-362 - Termination of right of stockholder to be paid the fair value of his shares

17:9A-362. Termination of right of stockholder to be paid the fair value of his shares  (1) The right of a dissenting stockholder to be paid the fair value of his shares shall cease if (a) He has failed to present his certificates for notation as provided by subsection (4) of section 6, unless a court having jurisdiction, for good and sufficient cause shown, shall otherwise direct; (b) His demand for payment is withdrawn with the written consent of the participating bank; (c) The fair value of the shares is not agreed upon as provided in this act, and no action for the determination of fair value by the Superior Court is commenced within the time provided in this act; (d) The Superior Court determines that the stockholder is not entitled to payment for his shares; (e) The plan of acquisition of shares is abandoned, rescinded, or otherwise terminated in respect to the participating bank of which he is a stockholder; or (f) A court having jurisdiction permanently enjoins or sets aside the acquisition of shares. (2) In any case provided for in subsection (1) of this section the rights of the dissenting stockholder as a stockholder shall be reinstated as of the date of the making of a demand for payment pursuant to section 6 without prejudice to any corporate action which has taken place during the interim period. In such event, he shall be entitled to any intervening pre-emptive rights and the right to payment of any intervening dividend or other distribution, or if any such rights have expired or any such dividend or distribution other than in cash has been completed, in lieu thereof, at the election of the participating bank, the fair value thereof in cash as of the time of such expiration or completion. L.1969, c. 118, s. 8, eff. June 30, 1969.
NJ Rev Stat § 17:9A-363 (2021)
2021 New Jersey Revised Statutes|Title 17 - Corporations and Institutions for Finance and Insurance|Section 17:9A-363 - Rights of dissenting stockholder

17:9A-363. Rights of dissenting stockholder  (1) A dissenting stockholder may not withdraw his demand for payment of the fair value of his shares without the written consent of the participating bank. (2) The enforcement by a dissenting stockholder of his right to receive payment for his shares shall exclude the enforcement by such dissenting stockholder of any other right to which he might otherwise be entitled by virtue of share ownership, except as provided in subsection (2) of section 8 and except that this subsection shall not exclude the right of such dissenting stockholder to bring or maintain an appropriate action to obtain relief on the ground that consummation of the plan of acquisition will be or is ultra vires, unlawful or fraudulent as to such dissenting stockholder. L.1969, c. 118, s. 9, eff. June 30, 1969.
NJ Rev Stat § 17:9A-364 (2021)
2021 New Jersey Revised Statutes|Title 17 - Corporations and Institutions for Finance and Insurance|Section 17:9A-364 - Determination of fair value by agreement

17:9A-364. Determination of fair value by agreement  (1) Within 10 days after the expiration of the period within which stockholders may make written demand to be paid the fair value of their shares, or within 10 days after the plan of acquisition becomes effective, whichever is later, the participating bank shall mail to each dissenting stockholder the balance sheet and the surplus statement of the participating bank as of the latest available date, which shall not be earlier than 12 months prior to the making of the offer of payment hereinafter referred to in this subsection, and a profit and loss statement or statements for not less than a 12-month period ended on the date of such balance sheet or, if the participating bank was not in existence for such 12-month period, for the portion thereof during which it was in existence. The participating bank may accompany such mailing with a written offer to pay each dissenting stockholder for his shares at a specified price deemed by such bank to be the fair value thereof. Such offer shall be made at the same price per share to all dissenting stockholders of the same class, or, if divided into series, of the same series. (2) If, not later than 30 days after the expiration of the 10-day period limited by subsection (1) of this section, the fair value of the shares is agreed upon between any dissenting stockholder and the participating bank, payment therefor shall be made upon surrender of the certificate or certificates representing such shares. L.1969, c. 118, s. 10, eff. June 30, 1969.
NJ Rev Stat § 17:9A-365 (2021)
2021 New Jersey Revised Statutes|Title 17 - Corporations and Institutions for Finance and Insurance|Section 17:9A-365 - Procedure on failure to agree upon fair value; commencement of action to determine fair value

17:9A-365. Procedure on failure to agree upon fair value; commencement of action to determine fair value  (1) If the fair value of the shares is not agreed upon within the 30-day period limited by subsection (2) of section 10, the dissenting stockholder may serve upon the participating bank a written demand that it commence an action in the Superior Court for the determination of such fair value. Such demand shall be served not later than 30 days after the expiration of the 30-day period so limited and such action shall be commenced by the participating bank not later than 30 days after receipt by such bank of such demand, but nothing herein shall prevent such bank from commencing such action at any earlier time. (2) If a participating bank fails to commence the action as provided in subsection (1) of this section a dissenting stockholder may do so in the name of such bank, not later than 60 days after the expiration of the time limited by subsection (1) of this section in which such bank may commence such an action. L.1969, c. 118, s. 11, eff. June 30, 1969.
NJ Rev Stat § 17:9A-366 (2021)
2021 New Jersey Revised Statutes|Title 17 - Corporations and Institutions for Finance and Insurance|Section 17:9A-366 - Action to determine fair value; jurisdiction of court; appointment of appraiser

17:9A-366. Action to determine fair value; jurisdiction of court; appointment of appraiser  In any action to determine the fair value of shares pursuant to this act: (a) The Superior Court shall have jurisdiction and may proceed in the action in a summary manner or otherwise; (b) All dissenting stockholders, wherever residing, except those who have agreed with the participating bank upon the price to be paid for their shares, shall be made parties thereto as an action against their shares quasi in rem; (c) The court in its discretion may appoint an appraiser to receive evidence and report to the court on the question of fair value, who shall have such power and authority as shall be specified in the order of his appointment; and (d) The court shall render judgment against the participating bank and in favor of each stockholder who is a party to the action for the amount of the fair value of his shares. L.1969, c. 118, s. 12, eff. June 30, 1969.
NJ Rev Stat § 17:9A-367 (2021)
2021 New Jersey Revised Statutes|Title 17 - Corporations and Institutions for Finance and Insurance|Section 17:9A-367 - Judgment in action to determine fair value

17:9A-367. Judgment in action to determine fair value  (1) A judgment for the payment of the fair value of shares shall be payable upon surrender to the participating bank of the certificate or certificates representing such shares. (2) The judgment shall include an allowance for interest at such rate as the court finds to be equitable, from the day of the meeting of stockholders of the participating bank at which the plan of acquisition was approved to the day of payment. If the court finds that the refusal of any dissenting stockholder to accept any offer of payment made by the participating bank under section 10 was arbitrary, vexatious or otherwise not in good faith, no interest shall be allowed to him. L.1969, c. 118, s. 13, eff. June 30, 1969.
NJ Rev Stat § 17:9A-368 (2021)
2021 New Jersey Revised Statutes|Title 17 - Corporations and Institutions for Finance and Insurance|Section 17:9A-368 - Costs and expenses of action

17:9A-368. Costs and expenses of action  The costs and expenses of bringing an action pursuant to section 11 shall be determined by the court and shall be apportioned and assessed as the court may find equitable upon the parties or any of them. Such expenses shall include reasonable compensation for and reasonable expenses of the appraiser, if any, but shall exclude the fees and expenses of counsel for and experts employed by any party; but if the court finds that the offer of payment made by the participating bank under section 10 was not made in good faith, or if no such offer was made, the court in its discretion may award to any dissenting stockholder who is a party to the action reasonable fees and expenses of his counsel and of any experts employed by the dissenting stockholder. L.1969, c. 118, s. 14, eff. June 30, 1969.
NJ Rev Stat § 17:9A-369 (2021)
2021 New Jersey Revised Statutes|Title 17 - Corporations and Institutions for Finance and Insurance|Section 17:9A-369 - Disposition of shares

17:9A-369. Disposition of shares  Upon payment for shares pursuant to subsection (2) of section 10, or upon payment of a judgment pursuant to subsection (1) of section 13, the participating bank making such payment shall acquire all the right, title and interest in and to such shares, notwithstanding any other provision of law. Shares so acquired by the participating bank shall be disposed of as a stock dividend as provided by section 212 of the Banking Act of 1948, P.L.1948, chapter 67. L.1969, c. 118, s. 15, eff. June 30, 1969.
NJ Rev Stat § 17:9A-383 (2021)
2021 New Jersey Revised Statutes|Title 17 - Corporations and Institutions for Finance and Insurance|Section 17:9A-383 - Prior approval

17:9A-383. Prior approval  2. No person shall, without the prior approval of the commissioner, acting directly or indirectly or through or in concert with one or more persons:  a. Obtain or exercise control of a capital stock savings bank; b. Offer to acquire beneficial ownership or control of any voting shares of a capital stock savings bank if, after the acquisition, the person would beneficially own or control more than 25% of the then-outstanding voting shares of the capital stock savings bank; or  c. Acquire beneficial ownership or control of any voting shares of a capital stock savings bank, if, after the acquisition, the person would beneficially own or control more than 25% of the then-outstanding voting shares of the capital stock savings bank.  L.1987,c.201,s.2; amended 1995,c.24,s.2.
NJ Rev Stat § 17:9A-384 (2021)
2021 New Jersey Revised Statutes|Title 17 - Corporations and Institutions for Finance and Insurance|Section 17:9A-384 - Application; hearing

17:9A-384. Application; hearing  3. a. An application by a person for the approval of the commissioner to obtain control of a capital stock savings bank, to offer to acquire beneficial ownership or control of more than 25% of the voting shares of a capital stock savings bank, or to acquire beneficial ownership or control of more than 25% of the voting shares of a capital stock savings bank shall be made on a form provided by the commissioner. The commissioner shall give notice to the capital stock savings bank involved in the proposed transaction and, upon request, shall send a copy of the application to the capital stock savings bank within five business days of receiving the application. If the commissioner decides to hold a hearing on the application, the notice shall include the hearing date established pursuant to subsection b. of this section.  No later than 10 days after the date upon which a completed application is filed with the commissioner, the applicant shall cause to be published a notice of application for control of a capital stock savings bank. This publication shall be made in a newspaper of general circulation in the county in which the capital stock savings bank has its principal office. The notice shall include whatever information the commissioner, by regulation, deems to be necessary and appropriate.  b. The commissioner may hold a hearing on the application within 60 days of receipt of the completed application. If the commissioner decides to hold a hearing on the application, the commissioner shall notify the applicant as to the date of the hearing within five business days of the date the commissioner receives the completed application. The hearing shall be held in accordance with the provisions of the "Administrative Procedure Act," P.L.1968, c.410 (C.52:14B-1 et seq.) and any rules and regulations promulgated by the commissioner.  L.1987,c.201,s.3; amended 1995,c.24,s.3.