N.Y. Banking Law § 225: Interstate acquisition transactions

§ 225. Interstate acquisition transactions. 1. An out-of-state bank

may engage in an acquisition transaction with a New York bank or with a

banking institution located in New York and may maintain as a branch or

branches or trust office or trust offices, the branches or trust

offices, respectively, of any such New York bank or banking institution

which it has received into itself as a result of such transaction,

subject to the requirements of this article.

2. Except when section twenty-nine of this chapter applies, section

six hundred one or six hundred one-a of this chapter, as the case may

be, and section six hundred one-b of this chapter shall apply to any

acquisition transaction in which the receiving corporation is a New York

bank. In the case of an acquisition transaction authorized by this

article in which an out-of-state bank or out-of-state trust company is

the receiving corporation, the out-of-state bank or out-of-state trust

company shall file with the superintendent a copy of any application

filed with the appropriate state supervisor and appropriate federal

banking agency.

3. At the time when a merger or consolidation authorized by this

article or by section six hundred of this chapter becomes effective:

(a) the resulting or consolidated corporation shall be considered the

same business and corporate entity as each of the constituent

corporations;

(b) all the property, rights, powers and franchises of each of the

constituent corporations shall vest in the resulting or consolidated

corporation and the resulting or consolidated corporation shall be

subject to and shall be deemed to have assumed all of the debts,

liabilities, obligations and duties of each constituent corporation and

to have succeeded to all of its relationships, fiduciary or otherwise,

as fully and to the same extent as if such property, rights, powers,

franchises, debts, liabilities, obligations, duties and relationships

had been originally acquired, incurred or entered into by the resulting

or consolidated corporation;

(c) any reference to a constituent corporation in any contract, will

or document, whether executed or taking effect before or after the

merger or consolidation, shall be considered a reference to the

resulting or consolidated corporation if not inconsistent with the other

provisions of the contract, will or document;

(d) a pending action or other judicial proceeding to which any

constituent corporation is a party, shall not be deemed to have abated

or to have discontinued by reason of the merger or consolidation, but

may be prosecuted to final judgment, order or decree in the same manner

as if the merger or consolidation had not been made, or the resulting or

consolidated corporation may be substituted as a party to such action or

proceeding, and any judgment, order or decree may be rendered for or

against it that might have been rendered for or against such constituent

corporation if the merger or consolidation had not occurred; and

(e) nothing in this subdivision shall be deemed to authorize a banking

institution to exercise any power or engage in any activity not

otherwise permitted under its charter.

4. In the case of a merger or consolidation authorized by this article

in which an out-of-state bank or out-of-state trust company is the

resulting or consolidated corporation, the franchise of any constituent

New York bank shall automatically terminate when the merger or

consolidation is consummated.