Delaware Code Title 5 Sec. 788 – Dissenting stockholders
(a) The owner of shares of a state bank (other than the continuing bank), which were voted against a merger to result in a state bank, or against the conversion of a state bank into a national bank, shall be entitled to receive their value in cash, if and when the merger or conversion becomes effective, upon written demand, made to the resulting state or national bank at any time within 30 days after the effective date of the merger or conversion accompanied by the surrender of the stock certificates. The value of such shares shall be determined, as of the date of the stockholders’ meeting approving the merger or conversion, by 3 appraisers, 1 to be selected by the owners of two thirds of the shares involved, 1 by the board of directors of the resulting state or national bank, and the third by the 2 so chosen. The valuation agreed upon by any 2 appraisers shall govern. If the appraisal is not completed within 90 days after the merger or conversion becomes effective the State Bank Commissioner shall cause an appraisal to be made.
Terms Used In Delaware Code Title 5 Sec. 788
- Appraisal: A determination of property value.
- Bank: means a state or a national bank. See Delaware Code Title 5 Sec. 781
- Converting bank: means a bank converted from a state to a national bank, or the reverse. See Delaware Code Title 5 Sec. 781
- Merger: includes consolidation. See Delaware Code Title 5 Sec. 781
- National bank: means a national bank association located in this State. See Delaware Code Title 5 Sec. 781
- National Bank: A bank that is subject to the supervision of the Comptroller of the Currency. The Office of the Comptroller of the Currency is a bureau of the U.S. Treasury Department. A national bank can be recognized because it must have "national" or "national association" in its name. Source: OCC
- State: means the State of Delaware; and when applied to different parts of the United States, it includes the District of Columbia and the several territories and possessions of the United States. See Delaware Code Title 1 Sec. 302
- State bank: means a bank or trust company chartered under the laws of this State. See Delaware Code Title 5 Sec. 781
(b) The expenses of appraisal shall be paid by the resulting state bank.
(c) The resulting state or national bank may fix an amount which it considers to be not more than the value of the shares of a merging or the converting bank at the time of the stockholders’ meeting approving the merger or conversion, which it will pay dissenting shareholders of that bank entitled to payment in cash. The amount due under such accepted offer or under the appraisal shall constitute a debt of the resulting state or national bank.
5 Del. C. 1953, § ?788; 49 Del. Laws, c. 126.;