17:9A-148. "Applicable federal law" defined; merger, consolidation of banks, national banking associations

148. A. As used in subsection B. of this section, "applicable federal law" means the laws of the United States, as presently enacted and as hereafter from time to time supplemented or amended, governing the merger or consolidation of a bank organized under State laws into a national banking association, under the charter of such association; and, as used in subsection C. of this section, "applicable federal law" means the laws of the United States, as presently enacted and as hereafter from time to time supplemented or amended, governing the merger or consolidation of a national banking association into a bank organized under State laws, under the charter of such bank.

B. One or more banks may, without the approval of the commissioner or of any other officer, department, board or agency of this State, merge into or consolidate with a national banking association under the charter of such association, with the approval of the holders of at least 2/3 of the capital stock of each such bank entitled to vote. A majority of the directors of each such bank shall, within 10 days after such approval has been given, file in the department a certificate over their signatures that such approval has been given, and that the bank intends to act in pursuance thereof. Except as otherwise provided in subsection D. of this section, a merger or consolidation authorized by this subsection shall be effected solely in the manner and with the effect provided by applicable federal law, and no such merger or consolidation shall be subject to sections 132 through 147 of P.L.1948, c.67 (C.17:9A-132 through 17:9A-147) or to any other law of this State; but a copy of the agreement or merger or consolidation certified by the comptroller of the currency shall be evidence, and may be recorded, as provided by section 138 of P.L.1948, c.67 (C.17:9A-138). Upon the taking effect of the merger or consolidation, the bank shall be deemed to have surrendered its charter.

C. One or more national banking associations, or one or more national banking associations together with one or more banks may, with the approval of the commissioner as provided by section 136 of P.L.1948, c.67 (C.17:9A-136), merge into a bank, or may consolidate with a bank under the charter of such bank. Each bank which is a party to such a merger or consolidation as a merging bank or as the receiving bank shall, in all respects, comply with and be subject to the provisions of sections 134 through 147 of P.L.1948, c.67 (C.17:9A-134 through 17:9A-147), in the same manner and with the same effect as if all the parties to such merger or consolidation were banks; the rights, duties, obligations, powers and privileges of each such bank, whether such bank is a merging bank or the receiving bank, and of its or their depositors, other creditors, stockholders and all other persons in interest, shall be as prescribed and defined by sections 134 through 137 of P.L.1948, c.67 (C.17:9A-134 through 17:9A-137); and except as in this subsection otherwise provided in respect to national banking associations, every provision contained in sections 134 through 137 of P.L.1948, c.67 (C.17:9A-134 through 17:9A-137) shall be applicable to a merger or consolidation effected pursuant to this subsection, notwithstanding that a national banking association is a party to such a merger or consolidation. Each national banking association which is a party to a merger or consolidation authorized by this subsection shall comply with and be subject to the provisions of applicable federal law, and the rights, duties, obligations, powers and privileges of such national banking association, and of its depositors, other creditors, stockholders and all other persons in interest, shall be as prescribed and defined by such applicable federal law.

D. National banking associations may, under the laws of the United States, merge into or consolidate with a bank organized under State laws, without approval by any United States authority other than an authority empowered by United States law to approve or disapprove of a merger between, or a consolidation of, State-chartered banks.

E. Except as otherwise expressly provided in this subsection E., an interstate merger transaction shall not be permitted if, upon consummation of the transaction, the resulting state or federally chartered bank or savings bank, including all federally insured depository institutions that would be affiliates as defined in subsection (k) of section (2) of the federal "Bank Holding Company Act of 1956," 12 U.S.C. 1841(k), would control 30 percent or more of the total amount of deposits held by insured depository institutions in this State. The commissioner may by regulation adopt a procedure whereby the foregoing limitation on control of deposits may be waived for good cause.

F. Before June 1, 1997, a merger involving a bank and a national banking association without a branch office in New Jersey shall not be permitted unless the home state of each institution involved in the transaction has in effect, as of the date of the approval of that transaction, a law that applies equally to all out-of-state banks and expressly permits interstate merger transactions with all out-of-state banks. On or after June 1, 1997, a merger involving a bank and a national banking association without a branch office in New Jersey, shall not be permitted if the home state of any institution involved in the transaction has enacted a law after September 29, 1994 and before June 1, 1997, that applies equally to all out-of-State banks and expressly prohibits merger transactions involving out-of-State banks.

G. A national banking association without a principal or branch office in New Jersey may acquire a branch office of a bank, and the branch shall be treated, for the purposes of this section, as a bank. A bank may acquire an out-of-State branch office of a national banking association, and the branch shall be treated, for purposes of this section, as a national banking association.

L.1948,c.67,s.148; amended 1949, c.46;1951, c.41, s.2; 1968, c.415, ss.5,8; 1973, c.211, s.4; 1996, c.17, s.17.