N.Y. Banking Law § 136-a: Purchase of assets of national banking association by bank or trust company

§ 136-a. Purchase of assets of national banking association by bank or

trust company. 1. A state bank or trust company may acquire, whether by

purchase or otherwise, other than by merger, all or a substantial part

of the assets of a national banking association, provided that the

action taken complies with federal law.

2. In the case of each such acquisition, a written plan providing for

the acquisition by the bank or trust company of the assets of the

national banking association shall be submitted, in duplicate, by the

bank or trust company to the superintendent. Such plan shall be in form

satisfactory to the superintendent, shall specify the selling and the

acquiring corporation, and shall prescribe the terms and conditions of

the acquisition and the mode of carrying it into effect.

At the time of submission for action by the superintendent of the

written plan of acquisition of assets, an investigation fee as

prescribed pursuant to section eighteen-a of this chapter shall be paid

to the superintendent.

3. With such plan of acquisition of assets there shall also be

submitted, in duplicate, to the superintendent the following: (a) by the

national banking association, a certificate of the president, secretary

or cashier of such association certifying that all steps have been taken

which are necessary under federal law to the sale of its assets; (b) by

the bank or trust company, if the assets of the national banking

association exceed ten per centum of the assets of the bank or trust

company, a certificate of the president, secretary or cashier certifying

that such plan has been approved by the board of directors of his

corporation by a majority vote of all the members thereof, and that such

plan was thereafter submitted to the stockholders of such corporation at

a meeting thereof held upon notice of at least fifteen days, specifying

the time, place, and object of such meeting and addressed to each

stockholder at the address appearing upon the books of the corporation

and published at least once a week for two successive weeks in one

newspaper in the county in which the bank or trust company has its

principal place of business and that such plan has been approved at such

meeting by the vote of stockholders owning at least two-thirds in amount

of the stock of such corporation.

4. Nothing contained in this section one hundred thirty-six-a shall be

construed to prohibit any other purchase of assets which is otherwise

permitted by applicable law.