12 U.S.C. § 215a–2 — Expedited procedures for certain reorganizations

(a) In general — With the Comptroller's approval, following the Comptroller's rules, and with at least two-thirds of its shareholders voting yes, a national bank can reorganize to become a subsidiary of a bank holding company, or of a company that will become one once the reorganization finishes. (b) Reorganization plan — The reorganization must follow a plan that: (1) spells out how it will happen; (2) is approved by a majority of the bank's full board of directors; (3) states the cash, securities, or other payment the reorganizing bank's shareholders will get for their shares, the date used to determine who gets to take part in the exchange, and how the exchange will work; and (4) is presented to the bank's shareholders at a meeting called by the directors, following the same procedures as a national bank merger under section 215a. (c) Rights of dissenting shareholders — Once shareholders and the Comptroller approve the plan, any shareholder who voted against it, or who told the meeting in writing beforehand that they disagreed, can demand the value of their shares — the same way as under section 215a for a merger. (d) Effect of reorganization — The bank's corporate existence is not considered affected in any way by this reorganization. (e) Approval under the Bank Holding Company Act — This section doesn't change how the Bank Holding Company Act of 1956 applies to a reorganization like this.