2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 167i - Corporate Bank Transactions: Mergers, Consolidations, Purchase of Assets and Conversions › Section 3 - Merger or Consolidation of Stock Banks, Federally-Chartered Banks, Out-of-State Banks and Limited Purpose Trust Companies Into Single Stock Bank, Federally-Chartered Bank or Out-of-State Bank

Section 3. One or more stock banks may merge or consolidate into a single stock bank, and 1 or more stock banks, federally-chartered banks, out-of-state banks and limited purpose trust companies may merge or consolidate into a single stock bank, federally-chartered bank or out-of-state bank upon terms approved by a vote of at least 2/3 of the board of each stock bank and, in the case of a merger or consolidation of 1 or more stock banks with 1 or more federally-chartered banks or out-of-state banks, by the board of each out-of-state bank or federally-chartered bank in accordance with the laws under which each such out-of-state bank or federally-chartered bank is organized and approved in writing by the commissioner. The terms of any such merger or consolidation shall be approved by a 2/3 vote of the voting body of each stock bank and, in the case of a merger or consolidation of 1 or more stock banks with 1 or more federally-chartered banks or out-of-state banks, by the stockholders of such out-of-state bank or federally-chartered bank with rights to vote on the merger or consolidation in accordance with the laws under which such out-of-state bank or federally-chartered bank is organized. A request for approval by the commissioner of such a consolidation or merger shall be accompanied by an investigation fee, the amount of which shall be determined annually by the secretary of administration and finance pursuant to section 3B of chapter 7, a copy of the terms of any definitive merger or consolidation agreement reached by the merging or consolidating institutions, certified copies of the vote of the board of each stock bank and, in the case of a merger or consolidation of 1 or more stock banks with 1 or more out-of-state banks or federally-chartered banks, certified copies of the vote of the board of each out-of-state bank or federally-chartered bank. If the commissioner, after such notice and hearings as the commissioner may require, is satisfied that a merger or consolidation may be effected on terms consistent with the standards set forth in this section, such merger or consolidation may be approved by the commissioner subject to the commissioner's direction. Before becoming effective, any merger or consolidation authorized by this section, hereinafter referred to as a ''consolidation'', shall have been approved by a vote of at least 2/3 of the voting body of each stock bank at meetings specially called to consider the subject and, in the case of a merger or consolidation of 1 or more stock banks with 1 or more out-of-state banks or federally-chartered banks, by the stockholders of such out-of-state bank or federally-chartered bank with rights to vote on the merger or consolidation in accordance with the laws under which such out-of-state bank or federally-chartered bank is organized. A certificate under the hands of the presidents and clerks or other duly authorized officers of all merging or consolidating institutions setting forth that each institution, respectively, has complied with the requirements of this section shall be submitted to the commissioner who, if approving such consolidation, shall endorse such approval upon such certificate. No such transaction under this section shall be consummated until arrangements satisfactory to any excess deposit insurer of each stock bank, if applicable, have been made and notice thereof has been received by the commissioner. The offices and depots of any stock bank and the offices of any other institution merged or consolidated under this section may be maintained as branch offices or depots, respectively, of the continuing institution with the written permission of and under such conditions, if any, as may be approved by the commissioner.
If a federally-chartered bank or out-of-state bank is the continuing institution, then from and after the effective date of the merger or consolidation, the citizenship and residency requirements for directors set forth in the General Laws shall no longer apply.
For the purposes of this section, the value of the stock of stockholders of a stock bank who have, as provided in section 13.21 and section 13.23 of chapter 156D, objected to any action authorized herein shall be ascertained in the manner provided in sections 13.01 and 13.03 to section 13.31, inclusive, of chapter 156D.
Section 11.07 of chapter 156D shall apply to consolidations and mergers of state-chartered stock corporations authorized under this section; provided, that for this purpose references in said section 11.07 to said chapter 156D shall be deemed to be the chapter of the General Laws governing such stock corporation, and references in said section 11.07 to articles of organization shall be deemed to be to the articles of organization, including any special act of incorporation, as from time to time amended.
In deciding whether to approve such consolidation or merger, the commissioner shall determine whether competition among banking institutions will be unreasonably affected and whether public convenience and advantage will be promoted. In making such determination, the commissioner shall consider, at a minimum, a showing of net new benefits. For the purpose of this section, the term ''net new benefits'' shall include initial capital investments, job creation plans, consumer and business services, commitments to maintain and open branch offices within the continuing institution's Community Reinvestment Act assessment area and such other matters as the commissioner may deem necessary or advisable.