1115.25 Public hearing regarding fairness of terms and conditions of exchange of shares.

(A) If an agreement required by section 1115.11 or 1115.14 of the Revised Code provides for an exchange of the shares of one constituent corporation for shares of another constituent corporation or for an exchange of the shares of either or both constituent corporations for shares of a holding company, any party to the agreement or any individual or individuals representing at least ten per cent of the shares of a constituent corporation the shares of which will be exchanged may, any time prior to the consummation of the agreement, request in writing a public hearing regarding the fairness of the terms and conditions of the exchange. If the superintendent of financial institutions receives a written request for a public hearing, or if the superintendent determines that a public hearing is desirable, the superintendent or the superintendent's designee shall conduct the public hearing.

(B) The superintendent shall provide notice of the date, time, and place of the hearing by mail to the applicant. The superintendent also shall provide notice of the date, time, and place of the hearing by publishing once each week for two consecutive weeks prior to the hearing and by mail to each shareholder, at the shareholder's address of record, to whom it is proposed securities be issued wholly or partially in exchange for outstanding securities as part of the reorganization, and every other shareholder of record, at the shareholder's address of record, of any constituent corporation of the reorganization.

(C) Only the following persons have the right to appear at the hearing to present statements and witnesses on the fairness of the terms and conditions of the proposed exchange of shares:

(1) Representatives of the applicant and each constituent corporation of the reorganization;

(2) All persons who are shareholders of record of any constituent corporation of the reorganization, and all other persons to whom it is proposed securities be issued in the reorganization.

(D) When this section requires notice to persons other than the applicant, the superintendent may require the applicant to provide the notice on the superintendent's behalf and to provide the superintendent with evidence, in a form satisfactory to the superintendent, the notice has been given. The superintendent may require the applicant to provide the stenographic record when a hearing is held pursuant to this section.

Effective Date: 01-01-1997