Appeal of Concerned Corporators of the Portsmouth Savings Bank

I respectfully dissent from part III of the majority opinion. The majority conclude that the plan for Portsmouth Savings Bank’s conversion from mutual to stock form, with its immediate acquisition by Amoskeag Bank Shares, Inc., is unfair to Portsmouth’s depositors as a matter of law under N.H. Admin. Code Tru 505.03, and its adoption by Portsmouth’s trustees a violation of their fiduciary duty to the Bank’s depositors. The majority rest their conclusions on the Bank’s charter, and from its terms they proceed by a line of reasoning to which they find no impediment in existing law.

I, on the…