N.J. Stat. tit. 17, ch. 16J

in effect

N.J. Stat. § 17:16J-1 Definitions

For the purposes of this act: a. "Acquired depository" is a depository which is acquired as a result of a supervisory acquisition as provided in this act; b. "Acquiring company" is a company which acquires one or more depositories as a result of a supervisory acquisition as provided in this act; c. "Acquiring depository" is a depository which acquires one or more depositories as a result of a supervisory acquisition as provided in this act; d. "Association" means a state chartered or federally chartered mutual savings and loan association or building and loan association which has its principal office in this State; e. "Bank" means a state chartered or federally chartered bank which has its principal office in this State; f. "Capital stock association" means an association organized pursuant to the provisions of P.L.1974, c. 137 (C. 17:12B-244 et seq.), or a federally chartered capital stock association which has its principal office in this State; g. "Capital stock savings bank" means a savings bank organized pursuant to the provisions of P.L.1982, c. 9 (C. 17:9A-8.1 et seq.), or a federally chartered capital stock savings bank with its principal office in this State; h. "Commissioner" means the Commissioner of Banking; i. "Company" means (1) a corporation which is approved by the Board of Governors of the Federal Reserve System as a bank holding company, the operations of whose banking subsidiary or subsidiaries are principally conducted in this State, and which owns at least 25% of the stock of a bank in this State, or (2) a corporation which is approved by the Federal Home Loan Bank Board as a capital stock association holding company, the operations of whose subsidiary association or associations are principally conducted in this State, and which owns at least 25% of the stock of a capital stock association in this State; j. "Department" means the Department of Banking; k. "Depository" and "depository institution" mean a state chartered and a federally chartered corporation with its principal office in this State, which is authorized by the laws of this State or of the United States to receive deposits, and include only banks, savings banks, associations, capital stock savings banks, and capital stock associations; l. "Foreign depository" means a state chartered or federally chartered depository with its principal office in a state other than this State (1) which is empowered to receive deposits; (2) whose deposits are insured by the Federal Deposit Insurance Corporation, the Federal Savings and Loan Insurance Corporation, any other instrumentality of the United States, or any other state-approved insurance program, which is organized for the purpose of insuring time and demand deposits; and (3) which is empowered by the laws of the United States or the state of its domicile to merge into or acquire similar institutions organized under the laws of the other states of the United States; m. "Merging depository" means a depository which merges into or is to be merged into one or more other depositories as provided in this act; n. "Mutual depository" means an association or a savings bank as defined in subsection d. or q. of this section; o. "Receiving depository" means a depository into which one or more depositories are merged or are to be merged as provided in this act; p. "Resulting depository" is a depository which is created by the merger of two or more depositories; q. "Savings bank" means a state chartered or federally chartered mutual savings bank which has its principal office in this State; r. "Supervisory acquisition" means the acquisition of a depository to be operated as a subsidiary pursuant to the provisions of section 2 or 3 of this act; s. "Supervisory merger" means a merger, consolidation or purchase of assets and assumption of liabilities effected under the conditions prescribed by section 2 or 3 of this act. L.1982, c. 8, s. 1, eff. March 4, 1982.

N.J. Stat. § 17:16J-2 Authorization; supervisory acquisition or merger

The commissioner may, if he deems it to be in the public interest, authorize a supervisory acquisition by a company or a supervisory acquisition or supervisory merger between two or more depositories under the terms and conditions established by this act if at least one of the depositories to be merged or acquired: a. Has, in the opinion of the commissioner, a ratio of capital stock, surplus, undivided profits, and reserves to total assets which is declining to the extent that the ratio would reach a level of 2% or less within the ensuing 12 months; or b. Does not have sufficient funds, as determined by the commissioner, to meet the liabilities and obligations of the depository during the ensuing 12 months. L.1982, c. 8, s. 2, eff. March 4, 1982.

N.J. Stat. § 17:16J-3 Directing of acquisition or merger; authority of commissioner

The commissioner shall have the authority to direct a depository to merge into or be acquired by another depository or a company only if the depository to be merged or acquired meets one of the following tests: a. The depository has, in the opinion of the commissioner, a ratio of capital stock, surplus, undivided profits, and reserves to total assets which is declining to the extent that the ratio would reach a level of 1% or less within the ensuing 12 months; or b. The depository does not have sufficient funds, as determined by the commissioner, to meet the liabilities and obligations of the depository during the ensuing 6 months. L.1982, c. 8, s. 3, eff. March 4, 1982.

N.J. Stat. § 17:16J-4 Priority; supervisory acquisition or merger

a. The commissioner shall give priority to a proposal for supervisory acquisition of a depository over a proposal for supervisory merger, if the acquisition would be deemed by him to be feasible and to result in the successful operation of the acquired depository. b. The commissioner shall give priority to supervisory acquisitions by or supervisory mergers with like institutions, without regard as to whether the like institutions are stock or mutual, if the acquisition or merger is deemed by him to be feasible and to result in the successful operation of the acquired or resulting depository. c. In the case of a supervisory merger or supervisory acquisition involving two or more depositories, the commissioner shall take into account the relative sizes of the depositories involved. L.1982, c. 8, s. 4, eff. March 4, 1982.

N.J. Stat. § 17:16J-5 Plan; supervisory acquisition; authorization of execution; contents

If a supervisory acquisition is to take place, two-thirds of the members of the board of directors or managers of each company or depository which seeks to acquire another depository pursuant to this act, and two-thirds of the members of the board of directors or managers of a depository which is to be acquired shall authorize the execution of a plan of acquisition, which shall be submitted to the commissioner and which shall contain: a. The name and address of the acquiring company or depository; b. The name and address of the depository or depositories to be acquired; c. The name by which the acquired depository will be known after the acquisition is effected; d. The names of the persons who are directors or managers of the acquiring company or depository; e. The names of the persons who will be directors or managers of the acquiring company or depository; f. The names of the persons who will be directors of the acquired depository; g. The names of the persons who will be officers of the acquired depository; h. The locations then occupied by the principal offices and branches of the acquired depository; i. The locations at which the principal office and the branch offices of the acquired depository are to be maintained; j. The effective date of the acquisition; k. If the acquired depository will be a stock depository, the amount of the capital stock, the classes of stock to be issued, the number of shares into which it will be divided, the par value, if any, of each share, and the amount of surplus which the acquired depository will have after the acquisition is effected; l. If the acquired depository is to be a mutual depository, the amount of reserves, surplus, and capital deposits which it will have after the acquisition is effected; m. The terms and conditions of the acquisition, and the mode of carrying it into effect, including the manner of exchanging the shares, capital notes, or cash of the acquired depository or the means of effecting the bulk purchase of assets of the acquired depository; n. If an acquiring mutual depository or an acquired mutual depository is to convert to stock as an incident of the acquisition, the basis upon which the conversion will be effected; o. The names and addresses of all depositories, some or all of whose shares of capital stock are owned by the acquiring depository or company, with the total number of shares of each depository issued and outstanding, and the number of shares of each depository owned by the acquiring company or acquiring depository; p. Any other provision which may be necessary to effect the acquisition. The commissioner, if he deems the supervisory acquisition to be in the public interest, may waive the provisions of any law or regulation pertaining thereto, including, but not limited to, any regulation which would restrict the purchasing institution's ability to make the purchase because the cost of the acquisition would exceed an established percentage of the purchasing institution's capital stock and surplus. The acquired depository shall be a subsidiary and shall be governed by any laws under which organized. If, after the initial acquisition, the parent depository or company desires to effect a merger with the subsidiary depository, it shall make application for a merger, which may be approved by the commissioner if he deems it to be in the public interest. The merger shall be effected pursuant to the provisions of this act, except that the subsidiary depository need not meet the test established by section 2 of this act. L.1982, c. 8, s. 5, eff. March 4, 1982.

N.J. Stat. § 17:16J-6 Agreement; supervisory merger; authorization of execution; contents

If a supervisory merger pursuant to section 2 or 3 of this act is to take place, two-thirds of the members of the board of directors of a bank, association, or a capital stock association, or two-thirds of the members of the board of managers or directors of a savings bank or a capital stock savings bank, as the case may be, who are parties to the merger, shall authorize the execution of the merger agreement, which shall be submitted to the commissioner and which shall contain: a. The name of each merging depository, and the location of its principal office and branch offices; b. The name of the receiving depository and the location of its principal office and branch offices; c. The name by which the resulting depository will be known after the merger is effected; d. The names of the persons who will be directors or managers of the resulting depository; e. The names of the persons who will be officers of the resulting depository; f. The location at which the principal office of the resulting depository is to be maintained; g. The locations then occupied by the principal offices and branch offices of the merging and receiving depositories which will be continued as branch offices of the resulting depository; h. The effective date of the merger; i. If the resulting depository will be a capital stock depository, the amount of the capital stock, the classes of stock to be issued, the number of shares into which it will be divided, the par value, if any, of each share, and the amount of surplus which the resulting depository will have after the merger is effected; j. If the resulting depository will be a mutual depository, the amount of reserves, surplus, and capital deposits which the resulting depository will have after the merger is effected; k. If the resulting depository is to be a capital stock depository, the basis upon which the bulk transfer of assets or shares of each merging depository will be exchanged for shares of the capital stock of a depository or a company, or for capital notes, or for cash, or for any one or more or all of the foregoing, as the case may be; l. If the resulting depository is a mutual depository, the basis upon which a sale or bulk transfer of assets is to be accomplished; m. If a mutual depository is to convert to a stock depository attendant to the merger, the basis upon which the conversion will be effected; n. Any other provisions which may be necessary or appropriate to effectuate the merger. L.1982, c. 8, s. 6, eff. March 4, 1982.

N.J. Stat. § 17:16J-7 Mutual depository as party; supervisory merger agreement or plan of acquisition; contents

If a mutual depository is a party to a supervisory merger or a supervisory acquisition, the merger agreement or plan of acquisition shall also contain: a. A provision that each depositor of a mutual depository shall have an account in the resulting or acquired depository equal in amount to the depositor's account in the mutual depository; b. If the supervisory merger or supervisory acquisition results in the conversion of a mutual depository to a stock depository, a provision setting forth the participation, if any, by officers, directors, and employees of the mutual depository and their associates in the cash, capital stock or capital notes of the receiving, resulting, or acquired depository or company or in other products of the merger or acquisition, which shall be subject to the approval of the commissioner. The term "associate," as used in this paragraph, means parents, spouse, sisters, brothers, children, and the spouse of any of the foregoing persons; any corporation of which the person is an officer, director or owner of more than 10% of the outstanding voting stock of the corporation; any trust of which the person is a trustee or substantial beneficiary; and any partnership in which the person is a general or limited partner. The interests of the directors, officers, employees, and associates shall be disclosed in the application for merger or acquisition filed with the commissioner. Each depositor of the merging mutual depository as of the date of merger or acquisition shall receive any rights with respect to the capital stock of the receiving, resulting, or acquired depository or company, or other products of the merger or acquisition as may be approved by the commissioner, and these rights shall be consistent with the provisions of federal law for federally chartered mutual depositories. L.1982, c. 8, s. 7, eff. March 4, 1982.

N.J. Stat. § 17:16J-8 Liquidated account; merger of mutual depositories

In the event of a merger of two mutual depositories or the conversion of a mutual depository to a capital stock depository which is related to a supervisory merger or supervisory acquisition, the merger agreement or plan of acquisition may provide for the establishment and maintenance of a liquidation account for the benefit of the account holders of the merging or converted mutual depository in the event of the subsequent liquidation of the resulting or acquiring depository. The account shall be in an amount approved by the commissioner, and shall be maintained by the resulting or acquiring depository for a length of time determined by the commissioner. Payment to depositors entitled to an interest in the liquidation account shall be made in a manner prescribed by the commissioner. L.1982, c. 8, s. 8, eff. March 4, 1982.

N.J. Stat. § 17:16J-9 Methods; supervisory merger

A merger agreement shall provide for supervisory mergers by any one, or by any combination of, or by all of the following methods: a. The exchange of shares of capital stock of each merging depository for shares of capital stock of the receiving or resulting depository; b. The exchange of shares of capital stock of each merging depository for shares of capital stock of a company; c. The exchange of shares of capital stock of each merging depository for capital notes or mutual capital certificates of the receiving or resulting depository; d. The exchange of shares of capital stock of each merging depository for cash or mutual capital certificates received from the receiving or resulting depository or company; e. The exchange of shares of capital stock of each merging depository for the capital notes of a company when the receiving depository is a subsidiary of the company; f. The transfer, sale, or exchange of all or any part of the assets of a depository to the receiving depository for cash, capital stock, mutual capital certificates, or accounts; g. Any other method approved by the commissioner. L.1982, c. 8, s. 9, eff. March 4, 1982.

N.J. Stat. § 17:16J-10 Executed merger agreement or plan of acquisition

Each depository which is a party to a supervisory merger or a supervisory acquisition shall submit to the commissioner: a. an executed merger agreement or plan of acquisition approved by resolution of the board of directors or board of managers; and b. any other information which the commissioner deems necessary to complete the application for a supervisory merger or a supervisory acquisition. Upon the approval of the merger agreement or plan of acquisition by the commissioner, the merger agreement or plan of acquisition, endorsed by each party to the merger or acquisition as being duly approved by the board, shall be filed with the department. Each depository which is a bank, capital stock savings bank, or capital stock savings and loan association shall mail a copy of the merger agreement or plan of acquisition to each of its stockholders. L.1982, c. 8, s. 10, eff. March 4, 1982.

N.J. Stat. § 17:16J-11 Shareholders; approval of agreement or plan; rights

If the commissioner approves the merger agreement or plan of acquisition, it shall be submitted to the stockholders of each merging party or each party to an acquisition which is a bank, a capital stock savings bank, or a capital stock association, at separate meetings called for that purpose within a time period established by the commissioner. The merger agreement or plan of acquisition shall be approved by the stockholders of each capital stock depository holding at least two-thirds of the capital stock entitled to vote, and that fact shall be certified to the commissioner by the president or vice president. A stockholder of a depository which is a bank or capital stock savings bank which is a party to a supervisory merger shall have the same rights afforded to stockholders by sections 140 through 145 of P.L. 1948, c. 67 (C. 17:9A-140 to 17:9A-145). A member of an association or a stockholder of a capital stock association which is a party to a supervisory merger shall have the same rights afforded to members of associations and stockholders of capital stock associations by section 199 of P.L. 1963, c. 144 (C. 17:12B-199) and section 36 of P.L. 1974, c. 137 (C. 17:12B-266). A stockholder of a bank or capital stock savings bank which is a party to a supervisory acquisition shall have the same rights afforded to stockholders by sections 6 through 15 of P.L. 1969, c. 118 (C. 17:9A-360 to 17:9A-369). L.1982, c. 8, 11, eff. March 4, 1982.

N.J. Stat. § 17:16J-12 Effective date; merger

The merger shall become effective upon the last to occur of the following: a. In the case of a mutual depository, on the date the approved merger agreement or plan of acquisition is filed with the department as provided in section 10 of this act; b. In the case of a capital stock depository, on the date the stockholders' vote is certified to the commissioner as provided in section 11 of this act; or c. Where required, all necessary federal approvals have been obtained or waived. L.1982, c. 8, s. 12, eff. March 4, 1982.

N.J. Stat. § 17:16J-13 Effect; merger

Upon the merger of one depository institution into another, and after the merger agreement is approved, endorsed and filed: a. The corporate existence of the merging depository shall be merged into that of the receiving depository, and all its rights, privileges and franchises, and its right, title and interest in and to all property of whatever kind, whether real, personal or mixed, and things in action, and every right, privilege, interest or asset of value or benefit then existing which would inure to it under an unmerged existence, shall be transferred to and vested in the depository into which it has merged, without further act or deed and without any right of reversion. The resulting depository shall have and hold the same in its own right as fully as the same was possessed and held by the merging depository; b. The rights, liabilities, obligations and relations of the merging depository to any person shall remain unimpaired, and the resulting depository shall, by the merger, succeed to all the relations, obligations, and liabilities, as though it had itself assumed or incurred them. No obligation or liability of a member, depositor, or stockholder of a depository which is a party to a merger shall be affected by the merger, but the obligations and liabilities shall continue as they existed before the merger; c. A pending action or other judicial proceeding to which a merging depository is a party shall not abate or be discontinued by reason of the merger, but may be prosecuted to final judgment, order or decree as if the merger has not been effected, or the resulting depository may be substituted as a party to the action or proceeding, and any judgment, order or decree may be rendered for or against it that might have been rendered for or against the other depository if the merger had not occurred; d. Notwithstanding the provisions of any other law, the resulting depository shall, unless otherwise authorized by the commissioner, establish and maintain its principal office and branch offices at the locations specified in the merger agreement; and e. If the merging depository provides trust services, all fiduciary and agency duties and relationships of the merging depository shall vest in the resulting depository and be performed by it in the same manner as though the resulting depository itself originally assumed the fiduciary agencies and relationships. L.1982, c. 8, s. 13, eff. March 4, 1982.

N.J. Stat. § 17:16J-14 Foreign depositories; acquisition

Any state chartered depository may purchase or otherwise acquire one or more foreign depositories to the same extent and in the same manner that a federally chartered depository having its principal office in this State may purchase or otherwise acquire one or more foreign depositories. This acquisition shall be subject to the approval of the commissioner, who in so doing shall apply standards similar to those to be applied by the applicable federal regulatory authority in the event of acquisition by a federal depository. L.1982, c. 8, s. 14, eff. March 4, 1982.

N.J. Stat. § 17:16J-15 Federally chartered depository; supervisory merger

In the case of a supervisory merger, the commissioner may authorize a state chartered depository to merge into, consolidate with, or sell its assets and transfer its liabilities to a federally chartered depository which has its principal office in this State, pursuant to the provisions of federal law, and notwithstanding any restriction or prohibition under the laws of this State. The provisions of sections 5 through 14 of this act shall not apply to a supervisory merger pursuant to the provisions of this section. L.1982, c. 8, s. 15, eff. March 4, 1982.

N.J. Stat. § 17:16J-16 Protection of depositors; stockholder voting

To protect the interest of the depositors of any depository in a supervisory merger or acquisition, the commissioner may waive the provisions of this or any other law or regulation if he deems it necessary to effectuate the purposes of this act. With respect to stockholders of a depository which is a party to a supervisory merger or supervisory acquisition, if the commissioner waives the stockholder voting provisions of this act, he shall require that the merger agreement include a provision which will provide stockholders with substantially the same right of dissent and appraisal of their shares which they would have had if the merger or acquisition had been effected without a waiver of the stockholders' vote. L.1982, c. 8, s. 16, eff. March 4, 1982.

N.J. Stat. § 17:16J-17 Foreign depository; limitations on acquisition or merger

Nothing in this act is intended to authorize the merger by or the acquisition of stock or the assets of a depository by a foreign depository, or a company other than as defined in subsection i. of section 1 of this act. L.1982, c. 8, s. 17, eff. March 4, 1982.

N.J. Stat. § 17:16J-18 Commissioner; depository; powers

Nothing in this act shall be deemed to limit any power otherwise granted to the commissioner or to any depository by law. L.1982, c. 8, s. 18, eff. March 4, 1982.

N.J. Stat. § 17:16J-19 Commissioner; civil liability or penalty

The commissioner shall not be subject to any civil liability or penalty nor to any criminal prosecution for any error in judgment or discretion in any action taken or omitted by him in good faith under the provisions of this act. L.1982, c. 8, s. 19, eff. March 4, 1982.

N.J. Stat. § 17:16J-20 Rules and regulations

The commissioner may promulgate rules and regulations necessary to effectuate the purposes of this act. L.1982, c. 8, s. 20, eff. March 4, 1982.

N.J. Stat. § 17:16J-21 Annual report

The commissioner shall provide a written annual report to the chairmen of the Assembly Banking and Insurance Committee and the Senate Labor, Industry and Professions Committee, or their successors, setting forth the nature and general terms and conditions of any supervisory merger or supervisory acquisition effectuated pursuant to the provisions of this act during the preceding year. The report shall be provided to the chairmen each year following the effective date of this act. L.1982, c. 8, s. 21, eff. March 4, 1982.

Source: Open US Law by Vaquill AI (CC BY 4.0)URL: https://www.njleg.state.nj.us/legislative-activity/statutesFetched: 10/17/2026