HARRY HUGHES, Governor

237

ACTIONS AND THE RIGHTS OF ITS STOCKHOLDERS.

(C) SUCCESSOR NATIONAL BANKING ASSOCIATION.

IF THE SUCCESSOR WILL BE A NATIONAL BANKING
ASSOCIATION:

(1)   FEDERAL LAW GOVERNS:

(I)   THE ACTIONS OF A CONSTITUENT
COMMERCIAL BANK;

(II)   THE RIGHTS OF ITS STOCKHOLDERS; AND

(III)   THE EFFECT OF THE CONSOLIDATION,
MERGER, OR TRANSFER OF ASSETS ON ITS RIGHTS, FRANCHISES,
INTERESTS, AND FIDUCIARY DUTIES; AND

(2)   THE OTHER PROVISIONS OF THIS SUBTITLE DO NOT
APPLY TO THE CONSOLIDATION, MERGER, OR TRANSFER OF ASSETS.

REVISOR'S NOTE: This section is new language derived
from Art. 11, §§ 109(5) and 110.

For clarity, subsection (a) of this section is
revised to conform with the similar enumeration
of powers in CA § 3-102, as to corporations
generally; as to the added reference to a
transfer of assets, see below.

In subsection (b) of this section, the present
reference to the required approval of the Bank
Commissioner is deleted as unnecessary in light
of § 3—705 of this subtitle to the same effect.

In subsection (c) of this section, the present
statement that "consent is hereby expressly given
to" the merger or consolidation of a commercial
bank with a national banking association also is
deleted as unnecessary. Given the definition of
"bank" in § 3-701 of this subtitle to include a
national banking association, the provisions of
subsection (a) of this section would have the
same effect as the present express "consent".

Unlike CA Title 3, the present "merger"
provisions of Art. 11 do not speak to the
possible transfer of the assets of one bank to
another. Generally speaking, the procedures for
a merger or consolidation, on the one hand, and a
"transfer of assets", on the other — including
the rights of objecting stockholders — should be
the same. Consequently, the provisions of this
subtitle have been revised to apply to each of
these transactions.

Note that, under § 1-201 of this article and CA §