ORS 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]

Source: Section 711.130 — Approval of plan of merger or share exchange involving Oregon stock bank; contents of plan; fee, https://www.­oregonlegislature.­gov/bills_laws/ors/ors711.­html.

711.065
Conversion of Oregon stock bank into insured stock institution
711.070
Conversion of financial institution into Oregon stock bank
711.075
Conversion of Oregon nonstock bank into financial institution
711.080
Conversion of financial institution into Oregon nonstock bank
711.085
Approval of conversion of Oregon bank by board or shareholders
711.090
Conversion of Oregon bank or Oregon trust company to corporation or limited liability company
711.095
Approval of plan of conversion
711.100
Articles of conversion
711.104
Rights of member of Oregon bank or Oregon trust company to dissent to conversion from limited liability company to corporation
711.125
Merger of Oregon stock bank with insured stock institution
711.130
Approval of plan of merger or share exchange involving Oregon stock bank
711.135
Action by director on plan of merger or share exchange involving Oregon stock bank
711.140
Approval of merger or share exchange involving Oregon stock bank by stockholders
711.145
Effective date of merger or share exchange involving Oregon stock bank
711.150
Merger of Oregon nonstock bank with insured nonstock institution
711.155
Approval of merger involving Oregon nonstock bank
711.160
Action by director on plan of merger involving Oregon nonstock bank
711.165
Effective date of merger involving Oregon nonstock bank
711.170
Sale of assets and transfer of liabilities by Oregon bank
711.175
Stockholder’s right to dissent to merger, share exchange, transfer of assets or liabilities or conversion
711.180
Rights of stockholder dissenting to merger, share exchange, transfer of assets or liabilities or conversion
711.185
Stockholder withdrawal of demand for payment for shares made under ORS 711.180
711.190
Effect of merger or conversion of Oregon bank
711.195
Merger, conversion or acquisition of Oregon bank involving trust company
711.197
Conditions for resulting Oregon bank to conform with state law
711.199
Valuation of assets on books of resulting Oregon bank
711.215
Voluntary liquidation on approval of stockholders and director
711.217
Transactions exempt from ORS 711.220 to 711.235
711.220
Notice of voluntary liquidation
711.225
Report and transfer of unclaimed deposits
711.230
Claims
711.235
Report of liquidation to director
711.240
Supervision and control by director
711.250
Engaging in banking or trust business prohibited after liquidation, transfer of deposit liabilities or ceasing to do business for one year
711.400
Supervision of liquidation by circuit court
711.405
When institution deemed insolvent
711.410
Transfer of assets after commission of act of insolvency or in contemplation of insolvency
711.415
Receiving deposits in excess of insurance while insolvent
711.419
Taking possession of Oregon stock bank by director
711.430
Placing business in control of director
711.435
Resumption of business of institution placed in control of director
711.440
Receivers and assignments for benefit of creditors
711.445
Notice of taking possession of institution
711.450
Prohibition against applying to enjoin director from continuing possession
711.465
Transfer of liquidation functions to Federal Deposit Insurance Corporation
711.470
Subrogation rights of Federal Deposit Insurance Corporation
711.475
Inventory of assets
711.480
Sale of assets
711.485
Borrowing funds to pay closed institution expenditures
711.490
Capital stock requirements of institution purchasing assets and assuming liabilities of insolvent institution
711.495
Action by director to collect balance due on stock or stock assessment
711.500
Liability of transferor of stock made in contemplation of insolvency
711.505
Liability of fiduciary as stockholder
711.510
Deposit of money collected under ORS 711.495
711.515
“Depositor” defined
711.520
Priority of claimants against assets of Oregon stock bank that is insolvent or in liquidation
711.525
Interest on deposits after Oregon stock bank closes
711.530
Notice to creditors to present claims
711.535
Verification and filing of claims
711.540
Approval or rejection of claims
711.545
Objection to approval of claims
711.550
Objection to rejection of claims
711.554
Procedure for determination of claims
711.560
Costs and disbursements in claim proceedings
711.565
Claims presented after time expired
711.567
Supervising court to bar claims to facilitate closing
711.570
Lists of claims
711.572
Liability of directors for distributing assets without payment of known debts
711.575
Dividends to depositors
711.577
Death of depositor
711.580
Safety deposit boxes
711.582
Disposition of contents of safety deposit boxes
711.585
Selection of agents to wind up affairs of institution
711.590
Disposition of unclaimed deposits
711.595
Destruction of liquidation records in possession of director
711.600
Liquidation expenses
711.605
Petitions relating to insolvent institutions
711.615
Court filing fees
711.620
Suspending or restricting payment of liabilities
711.625
Taking possession of Oregon stock bank by director
711.630
Pro rata withdrawals by depositors
711.635
Receiving new deposits
711.640
Termination of suspension or restriction on payment of liabilities
711.645
Notice of termination of suspension or restriction on payment of liabilities
711.650
Segregation of deposits until termination notice has been given
711.655
Use of suspended deposits to pay indebtedness of depositor
711.660
Assignment or transfer of capital stock while payment of liabilities suspended or restricted
711.665
Suspension or restriction of liability payment not evidence of insolvency
711.670
Compliance with ORS 711.620 to 711.670 as defense to depositor’s action
711.980
Civil penalties
Green check means up to date. Up to date