Arkansas Code
Subchapter 6 - Reorganization Through Plan of Exchange
§ 23-48-601. Authority to adopt plan of exchange — Approval by Bank Commissioner required

(a)
(1) A state bank may adopt a plan of exchange for shares of the outstanding capital stock held by its stockholders, for the consideration designated in this section to be paid or provided by a bank holding company which acquires the stock, in the manner provided in this subchapter, by complying with the provisions of this subchapter, subject to subsections (b) and (c) of this section.
(2) The plan of exchange may provide that the bank holding company, as the acquiring person, as consideration for the stock of the state bank may:
(A) Transfer shares of its capital stock;
(B) Transfer other securities issued by it;
(C) Pay cash;
(D) Pay or provide other consideration; or
(E) Pay or provide any combination of the foregoing types of consideration.


(b) No such plan of exchange shall be effectuated unless, in advance thereof, the plan has been filed with the Bank Commissioner and approved in writing by him or her after notice and a hearing thereon. The commissioner shall give approval within a reasonable time after the hearing if he or she finds that the plan:
(1) Complies with the law;
(2) Is fair and equitable to the stockholders of the state bank involved;
(3) Provides a satisfactory means for disposing of shares of the state bank resulting from dissenting stockholders; or
(4) Would not substantially reduce the security of or service to be rendered to depositors or other customers of the state bank or any affiliate bank of the state bank or the bank holding company.

(c) No director, officer, agent, or employee of any party to an exchange of stock shall receive any fee, commission, compensation, or other valuable consideration whatsoever for in any manner aiding, promoting, or assisting therein except as set forth in the plan of exchange.
(d) If the commissioner does not approve the plan of exchange, the commissioner shall notify the state bank in writing specifying the reasons therefor.
(e)
(1) For every plan of exchange filed with the commissioner under subsection (b) of this section, there shall be paid to the State Bank Department by the state bank involved a filing fee equal to one-tenth percent (0.1%) of the paid-up capital stock of the state bank.
(2) However, the fee shall in no case be less than five hundred dollars ($500) or more than one thousand dollars ($1,000).
(3) In addition, the state bank shall pay all expenses and costs of the department incurred in connection with the plan of exchange and the hearing thereon including, but not limited to, travel expenses, mail and delivery charges, copying costs, and court reporters' fees.
(4) The commissioner may by order reduce or waive the filing fee, but not the payment of the expenses and costs of the department, if the commissioner determines that the fee is excessive under the circumstances.

Structure Arkansas Code