§ 1627. — Merger of Native corporations.
[Laws in effect as of January 24, 2002]
[Document not affected by Public Laws enacted between
January 24, 2002 and December 19, 2002]
[CITE: 43USC1627]
TITLE 43--PUBLIC LANDS
CHAPTER 33--ALASKA NATIVE CLAIMS SETTLEMENT
Sec. 1627. Merger of Native corporations
(a) Applicability of State law
Notwithstanding any provision of this chapter, any corporation
created pursuant to section 1606(d), 1607(a), 1613(h)(2), or 1613(h)(3)
of this title within any of the twelve regions of Alaska, as established
by section 1606(a) of this title, may, at any time, merge or
consolidate, pursuant to the applicable provisions of the laws of the
State of Alaska, with any other of such corporation or corporations
created within or for the same region. Any corporations resulting from
mergers or consolidations further may merge or consolidate with other
such merged or consolidated corporations within the same region or with
other of the corporations created in said region pursuant to section
1606(d), 1607(a), 1613(h)(2), or 1613(h)(3) of this title.
(b) Terms and conditions of merger; rights of dissenting shareholders;
rights and liabilities of successor corporation
Such mergers or consolidations shall be on such terms and conditions
as are approved by vote of the shareholders of the corporations
participating therein, including, where appropriate, terms providing for
the issuance of additional shares of Regional Corporation stock to
persons already owning such stock, and may take place pursuant to votes
of shareholders held either before or after January 2, 1976: Provided,
That the rights accorded under Alaska law to dissenting shareholders in
a merger or consolidation may not be exercised in any merger or
consolidation pursuant to this chapter effected while the Settlement
Common Stock of all corporations subject to merger or consolidation
remains subject to alienability restrictions..\1\ Upon the effectiveness
of any such mergers or consolidations the corporations resulting
therefrom and the shareholders thereof shall succeed and be entitled to
all the rights, privileges, and benefits of this chapter, including but
not limited to the receipt of lands and moneys and exemptions from
various forms of Federal, State, and local taxation, and shall be
subject to all the restrictions and obligations of this chapter as are
applicable to the corporations and shareholders which and who
participated in said mergers or consolidations or as would have been
applicable if the mergers or consolidations and transfers of rights and
titles thereto had not taken place: Provided, That, where a Village
Corporation organized pursuant to section 1618(b) of this title merges
or consolidates with the Regional Corporation of the region in which
such village is located or with another Village Corporation of that
region, no provision of such merger or consolidation shall be construed
as increasing or otherwise changing regional enrollments for purposes of
distribution of the Alaska Native Fund; land selection eligibility; or
revenue sharing pursuant to sections 1605(c), 1606(m), 1611(b),
1613(h)(8), and 1606(i) of this title.
---------------------------------------------------------------------------
\1\ So in original.
---------------------------------------------------------------------------
(c) Alteration or elimination of dividend rights
Notwithstanding the provisions of section 1606(j) or (m) of this
title, in any merger or consolidation in which the class of stockholders
of a Regional Corporation who are not residents of any of the villages
in the region are entitled under Alaska law to vote as a class, the
terms of the merger or consolidation may provide for the alteration or
elimination of the right of said class to receive dividends pursuant to
said section 1606(j) or (m) of this title. In the event that such
dividend right is not expressly altered or eliminated by the terms of
the merger or consolidation, such class of stockholders shall continue
to receive such dividends pursuant to section 1606(j) or (m) of this
title as would have been applicable if the merger or consolidation had
not taken place and all Village Corporations within the affected region
continued to exist separately.
(d) Approval of merger or consolidation by shareholders
Notwithstanding any other provision of this section or of any other
law, no corporation referred to in this section may merger or
consolidate with any other such corporations unless that corporation's
shareholders have approved such merger or consolidation.
(e) Conveyance of right to withhold consent to mineral exploration,
development, etc., as part of merger or consolidation
The plan of merger or consolidation shall provide that the right of
any affected Village Corporation pursuant to section 1613(f) of this
title to withhold consent to mineral exploration, development, or
removal within the boundaries of the Native village shall be conveyed,
as part of the merger or consolidation, to a separate entity composed of
the Native residents of such Native village.
(Pub. L. 92-203, Sec. 30, as added Pub. L. 94-204, Sec. 6, Jan. 2, 1976,
89 Stat. 1148; amended Pub. L. 100-241, Sec. 12(c), Feb. 3, 1988, 101
Stat. 1810.)
Amendments
1988--Subsec. (b). Pub. L. 100-241 substituted ``while the
Settlement Common Stock of all corporations subject to merger or
consolidation remains subject to alienability restrictions.'' for
``prior to December 19, 1991''.