N.Y. Banking Law § 143-a: Acquisitions by companies of all the capital stock of banks and trust companies; no change of ultimate control

§ 143-a. Acquisitions by companies of all the capital stock of banks

and trust companies; no change of ultimate control. 1. A company having

capital stock or membership interests may acquire all the capital stock

or membership interests of one or more corporations organized under or

subject to the provisions of article three, six, or ten of this chapter,

provided that (a) such corporation or corporations are directly or

indirectly controlled prior to such acquisition by the persons or

entities that directly or indirectly control such company and (b) such

persons or entities will continue to control such company thereafter.

Such company and such corporation or corporations shall submit in

duplicate to the superintendent a written plan of acquisition of such

stock. Such plan shall be in form satisfactory to the superintendent,

shall specify each corporation the stock of which is to be acquired by

the company and shall prescribe the terms and conditions of the

acquisition and the mode of carrying it into effect, including the

manner of exchanging the shares of each of the corporations for shares

or other securities of the company. Any such plan may provide for the

payment of cash in lieu of the issuance of fractional shares of the

company.

At the time of submission to the superintendent of the written plan of

acquisition of stock, an investigation fee as prescribed pursuant to

section eighteen-a of this chapter shall be paid to the superintendent.

2. There shall be submitted, in duplicate, to the superintendent with

the plan of acquisition of stock, a certificate of the president or

secretary of the company, certifying that such plan has been approved by

the board of directors or other governing body of his company by a

majority vote of all the members thereof, and a certificate of the

president, secretary or cashier of each corporation, the acquisition of

all the capital stock of which is provided for, 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 such corporation has its principal

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

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

the stock of such corporation.

3. If no action to be taken pursuant to the plan of acquisition

requires approval of the superintendent pursuant to section one hundred

forty-three-b of this article, the superintendent shall approve or

disapprove of a proposed plan of acquisition within one hundred twenty

days after the submission of such plan of acquisition, and in

determining whether or not to approve any such plan the superintendent

shall take into consideration the declaration of policy contained in

section ten of this chapter. If the superintendent shall approve such

plan of acquisition, the superintendent shall file the plan, together

with such certificates and the original of the approval of the

superintendent in the office of the superintendent. Upon such filing in

the office of the superintendent, the plan, and the acquisitions

provided for therein, shall become effective, unless a later date is

specified in the plan, in which event the plan and such acquisitions

shall become effective upon such later date.

4. Any stockholder of any such corporation, entitled to vote on such

plan of acquisition, who does not assent thereto shall, subject to and

by complying with section six thousand twenty-two of this chapter, have

the right to receive payment of the fair value of such stockholder's

shares and the other rights and benefits provided by such section.

5. Notwithstanding the provisions of subdivisions one, two, three and

four of this section, the superintendent of financial services, by

general regulation, may establish particular procedures enabling the

acquisition of all the capital stock of a stock-form savings bank or

stock-form savings and loan association by a company having capital

stock divided into shares, provided that such acquisition occurs as part

of a transaction in which such savings bank or savings and loan

association is converted from mutual to stock form.

6. Notwithstanding the provisions of subdivision three of section

two-b of this chapter, when applying this section to limited liability

trust companies, the term "capital stock" shall mean the equity interest

of a member as set forth in the company's articles of organization or,

in the absence of such a provision, the equity interest represented by a

member's right to a proportionate share of the profits of the company.