TITLE 19
Financial institutions

CHAPTER 19-7
Interstate Banking, Interstate Branching and Bank Holding Company Mergers and Acquisitions

SECTION 19-7-5


§ 19-7-5 General effect of merger or consolidation.

Upon the merger or consolidation of a financial institution with one or more banks in accordance with the provisions of this chapter:

(1)(i) All of the property of each predecessor bank, including all its right, title, and interest in and to all assets of any conceivable value or benefit then existing, belonging or pertaining to it, shall immediately, by act of law and without conveyance or transfer, and without any further act or deed, be vested in and become that of the successor bank. The successor bank shall have, hold, and enjoy the right, privilege, interest, or asset in its own right as fully and to the same extent as when it was possessed, held, or enjoyed by the predecessor bank; and

(ii) The successor bank shall be deemed to be a continuation of the entity and identity of the predecessor bank, and all the rights, obligations, and relations of the predecessor bank to or in respect to any person, estate, creditor, depositor, trustee, or beneficiary of any trust and in respect to any executorship or trusteeship or trust or other fiduciary function, including appointments, designations, and nominations, shall remain unimpaired. The successor bank shall succeed to all rights, obligations, relations, and trusts including appointments, designations, and nominations, and the duties and liabilities connected the predecessor bank, and shall execute and perform each and every trust and relation in the same manner as if the successor bank had itself assumed the trust or relation, including the obligations and liabilities connected with the predecessor bank.

(iii) If the predecessor bank was acting as administrator, co-administrator, executor, co-executor, trustee, or co-trustee of, or in respect to, any estate or trust being administered under the laws of this state and, to the extent permitted by the laws of this state, the laws of any other state, such relations as well as any other similar fiduciary relations, and all rights, privileges, duties, and obligations connected with the predecessor bank, shall remain unimpaired and shall continue into and in the successor bank, irrespective of the date when any of these relations may have been created or established, irrespective of the date of any trust agreement relating thereto or the death of any testator or decedent whose estate is being administered.

(2) Nothing done in connection with the merger or consolidation of the bank shall, in respect to any executorship, trusteeship, or similar fiduciary relation, be deemed to be or to effect, under the laws of this state, a renunciation of any letters of administration or letters testamentary pertaining to that relation, or a removal or resignation from any executorship or trusteeship, nor shall the act or any other thing done be deemed to be of the same effect as if the executor or trustee had died or otherwise become incompetent to act.

(3) A pending action or other judicial proceeding to which any of the constituent banks is a party shall not be deemed to have abated or to have discontinued by reason of the merger or consolidation, but may be prosecuted to final judgment, order, or decree in the same manner as if the merger or consolidation had not occurred; or the successor bank may be substituted as a party to any action or proceeding to which the predecessor bank was a party, and any judgment, order, or decree may be rendered for or against the successor bank that might have been rendered for or against the predecessor bank, if the merger or consolidation had not occurred.

(4) After merger or consolidation, a foreclosure of a mortgage begun by any predecessor bank may be completed by the successor bank, and publication begun by the predecessor bank may be continued in the name of the successor bank. Any certificate of possession, affidavit of sale, or foreclosure deed relative to the foreclosure shall be executed by the proper officers on behalf of whichever of the constituent banks actually took possession or made the sale, but any instrument executed on behalf of the successor bank shall recite that it is the successor of the predecessor bank which commenced the foreclosure.

(5) A new name may be adopted as the name of the successor bank as part of the plan of merger or consolidation, and it shall, without further action, become the name of the successor bank upon the effective date of the merger or consolidation.

(6) The offices and branches of any bank merged or consolidated under the provisions of this chapter may be maintained as branch offices of the successor bank with the written permission of, and under the conditions, if any, set forth by the director or the director's designee, whether or not the branch offices shall be in more than one state.

History of Section.
(P.L. 1995, ch. 82, § 45; P.L. 1997, ch. 98, § 6.)