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December 20, 1941

Dear A .P.:
Shortly after receiving your hand-written note,
the war broke out and I have been simply covered up*
Hence this delay in replying.
The matter you mentioned is interesting, and as
I am leaving for home for the Christmas holidays, I may
possibly have the opportunity of talking i t over with you
i n person* I f not, I shall arrange to call you while in
Although you have likely had the matter checked,
I am enclosing some excerpts from the basking laws touching on the problem i n question, with brief comments thereon.
Wishing you and yours a merry Christmas and a
happy N w Tear, and with kind personal regards,
Sincerely yours,

Mr. A. P. Giannini,
1 Powell Street,
San Francisco, California.



Section 33* Title 12, U.S. Code, provides in part as follows:

"That any two or more national banking associations located
within the same State, county, city, town, or village may, with
the approval of the Comptroller of the Currency, consolidate into
one association under the charter of either existing banks," etc.
I t is plain that consolidation could not take place without the
approval of the Comptroller. Disapproval in his discretion, unless abused,
would be final.
Section 34 (a) of Title 12, U.S. Code (enacted in February 19*7),
applies primarily to the consolidation of a State bank with a national bank
but i t also contains the following provision:
•Upon such a consolidation, or upon a consolidation of two or
more national banking associations under section 1 of this Act * the
corporate existence of each of the constituent banks and national
banking associations participating in such consolidation shall be
merged into and continued in the consolidated national banking association and the consolidated association shall be deemed to be the
same corporation as each of the constituent institutions. A l l the
rights, franchises, and interests of each of such constituent banks
and national banking associations in and to every species of property,
real, personal, and mixed, and choses in action thereto belonging,
shall be deemed to be transferred to and vested in such consolidated
national banking association", etc.
Accordingly, the charter powers of each of the consolidated i n s t i tution would be continued. The aforesaid Act of February 1927 also contained
the following provision with respect to domestic branch banks - section 36,
Title 12, U.S. Code.
•The conditions upon nehich a national banking association may r e tain or establish and operate a branch or branches are the following:
•(a) A national banking association may retain and operate such
branch or branches as i t may have in lawful operation at the date of
the approval of this Act, and any national banking association which
has continuously maintained and operated not more than one branch for
a period of more than twenty-five years immediately preceding the
approval of this Act may continue to maintain and operate such branch.®
The provisions of the charters of the respective subject banks have
not been available for study but, with respect to branches, the foregoing would
be a limitation upon the charter powers whatever the original charters may
have provided. Under this section the consolidated bank could retain the
branches of both banks. However under section 36, new branches could be
established only with the approval of the Comptroller of the Currency.
* The above section 33