N.Y. Banking Law § 324: Change of control

§ 324. Change of control. 1. It shall be unlawful, except with the

prior approval of the superintendent, for any company, as defined in

subdivision two of section one hundred forty-one of this chapter, to

directly or indirectly acquire control of any safe deposit company

subject to the provisions of this article.

As used in this section, the term "control" means the possession,

directly or indirectly, of the power to direct or cause the direction of

the management and policies of a safe deposit company, whether by means

of the ownership of the voting stock or equity interests of such safe

deposit company or of one or more companies controlling such safe

deposit company by means of a contractual arrangement, or otherwise.

Control shall be presumed to exist if any company, directly or

indirectly, owns, controls or holds with the power to vote ten per

centum or more of the voting stock of any safe deposit company or of any

company which owns, controls or holds with power to vote ten per centum

or more of the voting stock of such safe deposit company, but no person

shall be deemed to control a safe deposit company solely by reason of

his being an officer or director of such safe deposit company. The

superintendent may, in his discretion, upon the application of a safe

deposit company or any company which, directly or indirectly, owns,

controls or holds with power to vote or seeks to own, control or holds

with power to vote any voting stock of such safe deposit company,

determine whether or not the ownership, control or holding of such

voting stock constitutes or would constitute control of such safe

deposit company for purposes of this section.

2. (a) A company which seeks to acquire control of a safe deposit

company subject to the provisions of this article shall file a written

application therefor with the superintendent and pay an investigation

fee as prescribed pursuant to section eighteen-a of this chapter to the

superintendent. The application shall be in such form and shall contain

such information as the superintendent may require.

(b) The superintendent shall disapprove the proposed exercise of

control of any safe deposit company if, after notice to and an

opportunity to be heard by the applicant and such safe deposit company,

he finds the acquisition of control therein contrary to law or

determines that disapproval is reasonably necessary to protect the

interests of the people of this state. In making such determination, the

superintendent shall only consider (i) whether the character,

responsibility and general fitness of the company which seeks to control

such safe deposit company are such as to command confidence and warrant

belief that the business of such safe deposit company will be honestly

and efficiently conducted in a manner consistent with the public

interest, the interests of bailors and creditors of such safe deposit

company and (ii) whether the exercise of control may impair the safe and

sound conduct of the business of such safe deposit company, the

conservation of its assets, or public confidence in its business. Unless

the superintendent shall have denied such application in writing within

ninety days of the receipt thereof, or shall have advised the applicant

in writing before the expiration of ninety days of his determination to

extend such period an additional sixty days, such application shall be

deemed approved.

(c) For a period of six months from the date of qualification thereof

and for such additional period of time as the superintendent may

prescribe in writing, the provisions of this subdivision shall not apply

to a transfer of control by operation of law to a legal representative,

as hereinafter defined, who has control of a safe deposit company.

The term "legal representative", for the purposes of this section,

shall mean one duly appointed by a court of competent jurisdiction to

act as executor, administrator, trustee, committee, conservator or

receiver, including one who succeeds a legal representative and one

acting in a ancillary capacity thereto in accordance with the provisions

of such court appointment.