Community Bank of Arizona v. G.V.M. Trust

We must decide whether Arizona’s general corporate law appraisal procedures or the default appraisal procedures set out in the National Bank Consolidation and Merger Act (“Act”), 12 U.S.C. § 215a, govern the appraisal of dissenting shareholders’ shares when an Arizona state bank merges into a national banking association. The question is one of first impression in this circuit. We hold that, when a state has enacted no statute providing for the appraisal of dissenters’ shares in the specific context of banking, the default appraisal procedures of the federal Act apply. Therefore, we affirm.

*984 FACTUAL AND PROCEDURAL BACKGROUND

A majority of the shareholders of Plaintiff Community Bank of Arizona, an Arizona state-chartered banking corporation, voted to merge into the New Community Bank of Arizona, a national bank. The notice announcing the special meeting to vote on the proposed merger also set the value of each share of Plaintiffs common stock at $119.86. The notice stated that, in order to perfect their dissenters’ rights, dissenting shareholders “must carefully follow the procedures prescribed by Section 215a of the [Act], 12 U.S.C. § 215a.”

Instead, Defendants — G.V.M.…