(1) Any state bank may sell to any other bank all, or substantially all, of the selling bank's assets and business, or all, or substantially all, of the assets and business of any department or branch of the selling bank.
Any state bank may, upon assuming the liabilities relating thereto, purchase all, orsubstantially all, of the assets and business of another bank, or all, or substantially all, of the assets and business of any department or branch of another bank.
The agreement of purchase and sale shall be authorized and approved by the bankingboard and by the vote of a majority of the stockholders of the purchasing and selling banks at meetings called for the purpose in like manner as meetings to approve mergers are called, and filed with the commissioner, accompanied by evidence of such stockholders' approval in like manner as agreements of merger are filed. After such approval is given by the stockholders, a notice of such sale shall be published once a week for three successive weeks in a newspaper of general circulation in the county in which the selling bank has its principal office. Proof of such publication shall be filed with the division.
Notwithstanding any term of the agreement, or of his or her contract of deposit, anydepositor whose business is thus sold has the right, upon payment of any indebtedness owing by the depositor to the bank, to withdraw his or her deposit in full on demand after such sale unless, by dealing with the purchasing bank with knowledge of the purchase, the depositor ratifies the transfer.
The agreement of sale may provide for the transfer to the purchasing bank of allfiduciary positions held by the selling bank pursuant to section 11-106-105.
No right against, or obligation of, the selling bank, in respect of the assets or businesssold, shall be released or impaired by the sale until one year from the last date of publication of the notice, pursuant to subsection (3) of this section, but, after the expiration of such year, no action shall be brought against the selling bank on account of any deposit, obligation, trust, or asset transferred to or liability assumed by the purchasing bank.
Source: L. 2003: Entire article added with relocations, p. 1099, § 3, effective July 1. L. 2013: (1) and (2) amended, (SB 13-154), ch. 282, p. 1465, § 9, effective July 1.
Editor's note: This section is similar to former § 11-4-110 as it existed prior to 2003.