Section 5750 Of Article 7. Power To Reorganize, Merge, Consolidate, Or Transfer Assets From California Financial Code >> Division 2. >> Chapter 2. >> Article 7.
5750
. (a) Pursuant to a plan or agreement (referred to as
"agreement" in this article) adopted by the board of directors and
approved by the commissioner as fair, just and equitable, and as
adequately protecting the interests of the association, its members,
or stockholders, its savings account holders and the public, an
association shall have the power to reorganize or to merge or
consolidate with or transfer all or substantially all its assets to
another association or federal association, or any other corporation,
provided that the principal terms of the plan of the reorganization,
merger, consolidation, or transfer shall, in the case of a stock
association, be approved at an annual meeting or at any special
meeting, or by the written consent of the stockholders voting on the
action, by not less than a majority of the total number of votes
eligible to be cast. In the case of a mutual association, if required
by the commissioner, the principal terms of such a plan shall be
approved by members representing not less than a majority of the
voting power.
(b) In all cases the survivor association shall succeed to all the
rights, obligations, and relations of the constituent associations.
(c) As a step in a plan of the reorganization, merger,
consolidation, or transfer under this section, an interim corporation
may be formed. As used in this section, "interim corporation" means
a corporation formed to facilitate the acquisition of 100 percent of
the voting stock of an existing association or other insured stock
institution by or for a newly formed company or an existing savings
and loan holding company or to facilitate any other transaction the
commissioner may approve.