ORS Chapter 711
Chapter 711 — Merger;Conversion; Share Exchange; Acquisition; Liquidation; Insolvency
2009 EDITION
MERGER;CONVERSION; EXCHANGE; ACQUISITION
FINANCIALINSTITUTIONS
MERGER;CONVERSION; SHARE EXCHANGE; ACQUISITION
(Conversion)
711.065 Conversionof Oregon stock bank into insured stock institution
711.070 Conversionof financial institution into Oregon stock bank; application
711.075 Conversionof Oregon nonstock bank into financial institution
711.080 Conversionof financial institution into Oregon nonstock bank; application
711.085 Approvalof conversion of Oregon bank by board or shareholders
711.090 Conversionof Oregon bank or Oregon trust company to corporation or limited liabilitycompany
711.095 Approvalof plan of conversion; fee
711.100 Articlesof conversion; effective date of conversion
711.104 Rightsof member of Oregon bank or Oregon trust company to dissent to conversion fromlimited liability company to corporation; demand required; notice and offer topay for shares; cost of appraisal of shares
(Merger,Share Exchange and Acquisition)
711.125 Mergerof Oregon stock bank with insured stock institution; company acquiring sharesof Oregon stock bank through share exchange
711.130 Approvalof plan of merger or share exchange involving Oregon stock bank; contents ofplan; fee
711.135 Actionby director on plan of merger or share exchange involving Oregon stock bank;appeal
711.140 Approvalof merger or share exchange involving Oregon stock bank by stockholders
711.145 Effectivedate of merger or share exchange involving Oregon stock bank
711.150 Mergerof Oregon nonstock bank with insured nonstock institution
711.155 Approvalof merger involving Oregon nonstock bank; contents of plan; fee
711.160 Actionby director on plan of merger involving Oregon nonstock bank; appeal
711.165 Effectivedate of merger involving Oregon nonstock bank
711.170 Saleof assets and transfer of liabilities by Oregon bank; approval of director andboard of directors; fee; appeal
711.175 Stockholder’sright to dissent to merger, share exchange, transfer of assets or liabilitiesor conversion
711.180 Rightsof stockholder dissenting to merger, share exchange, transfer of assets orliabilities or conversion; demand required; notice and offer to pay for shares;costs of appraisal of shares; when rights not applicable
711.185 Stockholderwithdrawal of demand for payment for shares made under ORS 711.180
(GeneralProvisions)
711.190 Effectof merger or conversion of Oregon bank; rights, powers, duties and liabilitiesof resulting financial institution
711.195 Merger,conversion or acquisition of Oregon bank involving trust company
711.197 Conditionsfor resulting Oregon bank to conform with state law
711.199 Valuationof assets on books of resulting Oregon bank
VOLUNTARYLIQUIDATION; DISSOLUTION
711.215 Voluntaryliquidation on approval of stockholders and director; costs of specialexamination
711.217 Transactionsexempt from ORS 711.220 to 711.235
711.220 Noticeof voluntary liquidation; presentation of claims
711.225 Reportand transfer of unclaimed deposits
711.230 Claims;time within which presented; extension of time
711.235 Reportof liquidation to director; disposition of remaining assets
711.240 Supervisionand control by director
711.250 Engagingin banking or trust business prohibited after liquidation, transfer of depositliabilities or ceasing to do business for one year; dissolution
INSOLVENCY;LIQUIDATION BY DIRECTOR
711.400 Supervisionof liquidation by circuit court; called “supervising court”
711.405 Wheninstitution deemed insolvent; rules
711.410 Transferof assets after commission of act of insolvency or in contemplation ofinsolvency; exceptions
711.415 Receivingdeposits in excess of insurance while insolvent
711.419 Takingpossession of Oregon stock bank by director
711.430 Placingbusiness in control of director; notice
711.435 Resumptionof business of institution placed in control of director
711.440 Receiversand assignments for benefit of creditors; notice to and action by director
711.445 Noticeof taking possession of institution; prohibition against liens subsequent toinsolvency
711.450 Prohibitionagainst applying to enjoin director from continuing possession
711.465 Transferof liquidation functions to Federal Deposit Insurance Corporation
711.470 Subrogationrights of Federal Deposit Insurance Corporation
711.475 Inventoryof assets; filing notice of taking possession
711.480 Saleof assets
711.485 Borrowingfunds to pay closed institution expenditures
711.490 Capitalstock requirements of institution purchasing assets and assuming liabilities ofinsolvent institution
711.495 Actionby director to collect balance due on stock or stock assessment
711.500 Liabilityof transferor of stock made in contemplation of insolvency; proceedings torelieve stockholder of liability prohibited
711.505 Liabilityof fiduciary as stockholder; liability of estate and funds
711.510 Depositof money collected under ORS 711.495; security for deposit
711.515 “Depositor”defined; preferences among depositors
711.520 Priorityof claimants against assets of Oregon stock bank that is insolvent or inliquidation
711.525 Intereston deposits after Oregon stock bank closes
711.530 Noticeto creditors to present claims
711.535 Verificationand filing of claims; demand for preference
711.540 Approvalor rejection of claims
711.545 Objectionto approval of claims
711.550 Objectionto rejection of claims
711.554 Procedurefor determination of claims
711.560 Costsand disbursements in claim proceedings
711.565 Claimspresented after time expired
711.567 Supervisingcourt to bar claims to facilitate closing
711.570 Listsof claims
711.572 Liabilityof directors for distributing assets without payment of known debts
711.575 Dividendsto depositors
711.577 Deathof depositor; payment of claim
711.580 Safetydeposit boxes; removal of property
711.582 Dispositionof contents of safety deposit boxes
711.585 Selectionof agents to wind up affairs of institution; bond or letter of credit; dutiesof agent
711.590 Dispositionof unclaimed deposits; interest
711.595 Destructionof liquidation records in possession of director
711.600 Liquidationexpenses
711.605 Petitionsrelating to insolvent institutions; ruling by director; court review
711.615 Courtfiling fees
711.620 Suspendingor restricting payment of liabilities; duration
711.625 Takingpossession of Oregon stock bank by director; powers of director; expenses
711.630 Prorata withdrawals by depositors
711.635 Receivingnew deposits; segregation
711.640 Terminationof suspension or restriction on payment of liabilities
711.645 Noticeof termination of suspension or restriction on payment of liabilities
711.650 Segregationof deposits until termination notice has been given
711.655 Useof suspended deposits to pay indebtedness of depositor
711.660 Assignmentor transfer of capital stock while payment of liabilities suspended orrestricted
711.665 Suspensionor restriction of liability payment not evidence of insolvency
711.670 Compliancewith ORS 711.620 to 711.670 as defense to depositor’s action
PENALTIES