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23-48-501. Definitions.
Arkansas Code — all titles (historical 2020) · legal_authorities
23-48-501. Definitions.
As used in this subchapter:
(1) “Converting bank” means a state bank converting to a national bank, a national bank converting to a state bank, or a savings and loan association converting to a state bank;
(2) “Dissenters' rights” means the rights of dissenting stockholders specified in § 23-48-506;
(3) “Interstate merger transaction” means:
(A) The merger or consolidation of banks with different home states and the conversion of branches of any bank involved in the merger or consolidation into branches of the resulting bank; or
(B) The purchase of all or substantially all of the assets, including all or substantially all of the branches and the assumption of all or substantially all of the liabilities of a bank whose home state is different from the home state of the acquiring bank;
(4) “Merger” includes consolidation in all sections of this subchapter except § 23-48-509;
(5) “Purchase or assumption” means the purchase by a state bank of over fifty percent (50%) of the assets of another depository institution, or the assumption by a state bank of over fifty percent (50%) of the liabilities of another depository institution;
(6) “Resulting bank” means:
(A) One (1) or more banks created from a merger or conversion; or
(B) The bank purchasing over fifty percent (50%) of the assets or assuming over fifty percent (50%) of the liabilities of another depository institution in a purchase or assumption transaction or an interstate merger transaction; and
(7) “Wholly owned Arkansas bank holding company” means a “bank holding company”, as that term is defined in § 23-45-102, incorporated under the laws of the State of Arkansas, all of the outstanding shares of each class of the capital stock of which are owned by a single individual
Source: Arkansas Code — historical release 78 (November 6, 2020) · 23-48-501
Stored review status: Historical 2020-11-06 source release; later amendments not reconciled; machine-extracted, not independently legally reviewed; source heading status: text_in_historical_source. A text match is a research starting point; applicability is not established.
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Stable record: arkansas_code:legal_authorities:23-48-501
Source file: gov.ar.code.title.23.odt
Pages: Not recorded – Not recorded
Passage SHA-256: 5404acec49d598a9498160e86a52f8447fe8d3cbb70b909f4aef1c8af19ead93
Source location: content.xml paragraph 23910
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23-48-501. Definitions.
As used in this subchapter:
(1) “Converting bank” means a state bank converting to a national bank, a national bank converting to a state bank, or a savings and loan association converting to a state bank;
(2) “Dissenters' rights” means the rights of dissenting stockholders specified in § 23-48-506;
(3) “Interstate merger transaction” means:
(A) The merger or consolidation of banks with different home states and the conversion of branches of any bank involved in the merger or consolidation into branches of the resulting bank; or
(B) The purchase of all or substantially all of the assets, including all or substantially all of the branches and the assumption of all or substantially all of the liabilities of a bank whose home state is different from the home state of the acquiring bank;
(4) “Merger” includes consolidation in all sections of this subchapter except § 23-48-509;
(5) “Purchase or assumption” means the purchase by a state bank of over fifty percent (50%) of the assets of another depository institution, or the assumption by a state bank of over fifty percent (50%) of the liabilities of another depository institution;
(6) “Resulting bank” means:
(A) One (1) or more banks created from a merger or conversion; or
(B) The bank purchasing over fifty percent (50%) of the assets or assuming over fifty percent (50%) of the liabilities of another depository institution in a purchase or assumption transaction or an interstate merger transaction; and
(7) “Wholly owned Arkansas bank holding company” means a “bank holding company”, as that term is defined in § 23-45-102, incorporated under the laws of the State of Arkansas, all of the outstanding shares of each class of the capital stock of which are owned by a single individual or entity.
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Arkansas Code — all titles (historical 2020) · legal_authorities
23-45-102. Definitions.
(a) Subject to other definitions contained in subsequent sections of the Arkansas Banking Code of 1997, and unless the context otherwise requires, in the Arkansas Banking Code of 1997:
(1) “Affiliate” means, with respect to a specified person, a person that controls, is controlled by, or is under common control with another person;
(2) “Arkansas bank” means a bank whose home state is Arkansas;
(3) “Arkansas bank holding company” means a bank holding company that controls one (1) or more state banks. As used in this subdivision (a)(3), “control” has the meaning set forth in 12 U.S.C. § 1841(a)(2);
(4) “Arkansas Banking Code of 1997” means the Arkansas Banking Code of 1997, chapters 45-50 of this title;
(5)(A) “Bank” means a state bank or a national bank or an out-of-state state-chartered bank that has received a certificate of authority under § 23-48-1001.
(B) “Bank” shall also include any foreign bank organized under the laws of a territory of the United States, the Commonwealth of Puerto Rico, Guam, American Samoa, or the United States Virgin Islands, the deposits of which are insured by the Federal Deposit Insurance Corporation;
(6)(A) “Bank holding company” means any company, foreign or domestic, including a bank:
(i) That directly or indirectly owns, controls, or holds with power to vote twenty-five percent (25%) or more of the voting shares of any bank;
(ii) That controls in any manner the election of a majority of the directors of any bank; or
(iii) For the benefit of whose shareholders or members twenty-five percent (25%) or more of the voting shares of any bank or a bank holding company is held by trustees.
(B) Notwithstanding the foregoing:
(i) No company shall be a bank holding company by virtue of its ownershi
Source: Arkansas Code — historical release 78 (November 6, 2020) · 23-45-102
Stored review status: Historical 2020-11-06 source release; later amendments not reconciled; machine-extracted, not independently legally reviewed; source heading status: text_in_historical_source. The source passage cites 23-45-102. This identifies an authority to review, not proof of applicability.
Arkansas Code — all titles (historical 2020) · legal_authorities
23-48-506. Dissenting stockholders.
(a) For purposes of this section, with respect to a state bank:
(1) “Corporate action” means:
(A) Consummation of a merger to which the state bank is a party;
(B) Consummation of a sale or transfer of over fifty percent (50%) of the state bank's assets to another depository institution; or
(C) Consummation of a sale or transfer of over fifty percent (50%) of the state bank's liabilities to another depository institution; and
(2) “Selling bank” means a state bank selling or transferring over fifty percent (50%) of its assets or over fifty percent (50%) of its liabilities to another depository institution.
(b)(1) The owner of shares of a state bank which were not voted for a corporate action, and who has given notice in writing to the state bank at or prior to the meeting of the stockholders approving the corporate action, that he or she dissents from the corporate action shall be entitled to receive in cash the value of the shares held by him or her, if the dissenting stockholder has delivered a written demand for payment to the resulting bank at any time within ten (10) days after the date on which the stockholders' meeting authorizing the corporate action was concluded.
(2) This written demand for payment shall state the number and the class of shares owned by the dissenting stockholder. Any dissenting stockholder failing to make the demand shall be bound by the terms of the purchase or assumption, or merger.
(3)(A) The resulting bank shall fix an amount, which it considers to be not more than the fair market value of the shares of the merging, resulting, or selling bank as of the date on which the stockholders' meeting authorizing the corporate action was concluded, which it will offer to pay dissenting stockholder
Source: Arkansas Code — historical release 78 (November 6, 2020) · 23-48-506
Stored review status: Historical 2020-11-06 source release; later amendments not reconciled; machine-extracted, not independently legally reviewed; source heading status: text_in_historical_source. The source passage cites 23-48-506. This identifies an authority to review, not proof of applicability.
Arkansas Code — all titles (historical 2020) · legal_authorities
23-48-509. Merger of wholly owned Arkansas bank holding company into state bank.
(a) With the approval of the Bank Commissioner, any wholly owned Arkansas bank holding company that owns all of the outstanding shares of each class of the capital stock of a subsidiary state bank may be merged into the bank to result in a state bank without the approval of the shareholders of either the wholly owned Arkansas bank holding company or the state bank, provided that the merger otherwise complies with the then-applicable law of this state.
(b) The board of directors of the wholly owned Arkansas bank holding company and the board of directors of the state bank shall adopt a plan of merger that sets forth:
(1) The names of the wholly owned Arkansas bank holding company and state bank; and
(2) The manner and basis of converting the shares of the wholly owned Arkansas bank holding company into shares of the state bank.
(c) The articles of merger containing the plan of merger, signed by each constituent corporation by its president or chief executive officer or a vice president, shall be filed with the commissioner in the manner required by law for the merger of state banks, and after the commissioner's approval, with the Secretary of State in the manner required by law for the merger of business corporations.
(d) The articles of merger shall become effective upon the filing of the articles with the Secretary of State and, not more than sixty (60) days after the approval of the articles by the commissioner, as may be specified in the articles as the time when the merger shall become effective.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 23-48-509
Stored review status: Historical 2020-11-06 source release; later amendments not reconciled; machine-extracted, not independently legally reviewed; source heading status: text_in_historical_source. The source passage cites 23-48-509. This identifies an authority to review, not proof of applicability.