27-29-6.1
Section 27-29-6.1 Registered insurers - Supervisory colleges. (a) With respect to any insurer
registered under Section 27-29-4, and in accordance with subsection (c), the commissioner
shall also have the power to participate in a supervisory college for any domestic insurer
that is part of an insurance holding company system with international operations in order
to determine compliance by the insurer with this title. The powers of the commissioner with
respect to supervisory colleges include, but are not limited to, the following: (1) Initiating
the establishment of a supervisory college. (2) Clarifying the membership and participation
of other supervisors in the supervisory college. (3) Clarifying the functions of the supervisory
college and the role of other regulators, including the establishment of a group-wide supervisor.
(4) Coordinating the ongoing activities of the supervisory college, including planning meetings,
supervisory activities, and processes for information sharing....
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5-5A-26
Section 5-5A-26 Acceptance of drafts or bills of exchange arising from transactions involving
shipment of goods - Limitations. No bank shall accept, whether in a foreign or domestic transaction,
for any one person, company, firm or corporation, to an amount equal at any time in the aggregate
to more than 10 percent of its paid up and unimpaired capital and surplus, unless the bank
is secured either by attached documents or by some other actual security growing out of the
same transaction as the acceptance, and no bank shall accept such bills to an amount equal
at any time in the aggregate to more than one half of its paid up and unimpaired capital stock
and surplus. Banks which are members of the Federal Reserve System may accept such bills to
an amount not exceeding at any time in the aggregate 100 percent of their paid up and unimpaired
capital and surplus, but the aggregate of acceptances growing out of domestic transactions
shall in no event exceed 50 percent of such capital and...
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10A-2A-11.03
Section 10A-2A-11.03 Stock exchange. (a) By complying with this Article 11: (1) a corporation
may acquire all of the stock of one or more classes or series of stock, of another corporation
or foreign corporation, in exchange for stock or other securities, obligations, rights to
acquire stock or other securities, cash, other property, or any combination of the foregoing,
pursuant to a plan of stock exchange; or (2) all of the stock of one or more classes or series
of stock of a corporation may be acquired by another corporation or foreign corporation, in
exchange for stock or other securities, obligations, rights to acquire stock or other securities,
cash, other property, or any combination of the foregoing, pursuant to a plan of stock exchange.
(b) A foreign corporation may be the acquired entity in a stock exchange only if the stock
exchange is permitted by the governing statute of that foreign corporation. (c) The plan of
stock exchange must include: (1) the name of each corporation...
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10A-2A-12.01
Section 10A-2A-12.01 Disposition of assets not requiring stockholder approval. No approval
of the stockholders is required, unless the certificate of incorporation otherwise provides:
(a) to sell, lease, exchange, or otherwise dispose of any or all of the corporation's assets
in the usual and regular course of business; (b) to mortgage, pledge, dedicate to the repayment
of indebtedness (whether with or without recourse), or otherwise encumber any or all of the
corporation's assets, regardless of whether in the usual and regular course of business; (c)
to transfer any or all of the corporation's assets to one or more corporations, foreign corporations,
or other entities all of the stock or interests of which are owned by the corporation; or
(d) to distribute assets pro rata to the holders of one or more classes or series of the corporation's
stock. (Act 2019-94, §1.)...
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10A-3-5.03
Section 10A-3-5.03 Approval of merger or consolidation. (a) A plan of merger or consolidation
shall be adopted in the following manner: (1) If the members of any merging or consolidating
nonprofit corporation are entitled to vote thereon, the board of directors of the nonprofit
corporation shall adopt a resolution approving the proposed plan and directing that it be
submitted to a vote at a meeting of members entitled to vote thereon, which may be either
an annual or a special meeting. Written notice setting forth the proposed plan or a summary
thereof shall be given to each member entitled to vote at the meeting within the time and
in the manner provided in this chapter for the giving of notice of meeting of members. The
proposed plan shall be adopted upon receiving at least two-thirds of the votes entitled to
be cast by members present or represented by proxy at the meeting. (2) If any merging or consolidating
nonprofit corporation has no members, or no members entitled to vote...
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10A-2-11.02
Section 10A-2-11.02 Share exchange. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE
JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) Subject to the limitations
of the Constitution of Alabama of 1901, as it may be amended from time to time, a corporation
may acquire all of the outstanding shares of one or more classes or series of another corporation
if the board of directors of each corporation adopts and, if required by Section 10A-2-11.03,
the shareholders of each corporation approve the exchange. (b) The plan of exchange shall
set forth all of the following: (1) The name of the corporation whose shares will be acquired
and the name of the acquiring corporation. (2) The terms and conditions of the exchange. (3)
The manner and basis of exchanging the shares to be acquired for shares, obligations, or other
securities of the acquiring or any other corporation or for cash or other property in whole
or part. (c) The plan of exchange may set forth other...
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10A-2-13.32
Section 10A-2-13.32 Status of shares after payment. REPEALED IN THE 2019 REGULAR SESSION BY
ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. Shares
acquired by a corporation pursuant to payment of the agreed value therefor or to payment of
the judgment entered therefor, as in this chapter provided, may be held and disposed of by
the corporation as in the case of other treasury shares, except that, in the case of a merger
or share exchange, they may be held and disposed of as the plan of merger or share exchange
may otherwise provide. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-13.32; amended and renumbered
by Act 2009-513, p. 967, §143.)...
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10A-2A-11.01
Section 10A-2A-11.01 Definitions. Notwithstanding Section 10A-1-1.03, as used in this article,
unless the context otherwise requires, the following terms mean: (1) "Acquired entity"
means the corporation or foreign corporation that will have all of one or more classes or
series of its stock acquired in a stock exchange. (2) "Acquiring entity" means the
corporation or foreign corporation that will acquire all of one or more classes or series
of stock of the acquired entity in a stock exchange. (3) "Constituent corporation"
means a constituent organization that is a corporation. (4) "Constituent organization"
means an organization that is party to a merger under this article. (5) "Governing statute"
of an organization means the statute that governs the organization's internal affairs. (6)
"Organization" means a general partnership, including a limited liability partnership;
limited partnership, including a limited liability limited partnership; limited liability
company; business trust;...
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5-13B-21
Section 5-13B-21 Definitions. As used in this article, unless a different meaning is required
by the context, the following words and phrases shall have the following meanings: (a) "Alabama
bank" means a bank whose home state is Alabama. (b) "Alabama state bank" means
a bank chartered under the laws of Alabama. (c) "Bank" has the same meaning as set
forth in 12 U.S.C. §1813(h); provided that the term "bank" shall not include any
"foreign bank" as defined in 12 U.S.C. §3101(7), except that such term shall include
any foreign bank organized under the laws of a territory of the United States, Puerto Rico,
Guam, American Samoa, or the Virgin Islands, the deposits of which are insured by the Federal
Deposit Insurance Corporation. (d) "Bank holding company" has the meaning set forth
in 12 U.S.C. §1841(a) (1). (e) "Bank supervisory agency" means: (1) The Office
of the Comptroller of the Currency, the Federal Deposit Insurance Corporation, the Board of
Governors of the Federal Reserve...
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10A-2-11.06
Section 10A-2-11.06 Effect of merger or share exchange. REPEALED IN THE 2019 REGULAR SESSION
BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a)
When a merger takes effect: (1) Every other corporation party to the merger merges into the
surviving corporation and the separate existence of every corporation except the surviving
corporation ceases; (2) The surviving corporation thereupon and thereafter possesses all the
rights, immunities, and franchises, of a public as well as of a private nature, of every corporation
party to the merger; and all property, real, personal and mixed, and all debts due each of
the corporations so merged, are taken and deemed to be transferred and vested in the surviving
corporation without further act or deed; and title to any real estate, or an interest therein,
vested in any of the corporations shall not revert nor in any way be impaired by reason of
the merger; (3) The surviving corporation shall be responsible and...
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