N.Y. Banking Law § 594-b: Changes in control

§ 594-b. Changes in control. 1. It shall be unlawful except with the

prior approval of the superintendent for any action to be taken which

results in a change of control of the business of a licensee or

registrant. Prior to any change of control, the person desirous of

acquiring control of the business of a licensee or registrant shall make

written application to the superintendent and pay an investigation fee

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

superintendent. The application shall contain such information as the

superintendent, by rule or regulation, may prescribe as necessary or

appropriate for the purpose of making the determination required by

subdivision two of this section. This information shall include but not

be limited to the information and other material required for a licensee

by subdivision one of section five hundred ninety-one of this article or

required for a registrant by subdivision one of section five hundred

ninety-one-a of this article.

2. The superintendent shall approve or disapprove the proposed change

of control of a licensee or registrant in accordance with the provisions

of section five hundred ninety-two of this article relating to licensees

or section five hundred ninety-two-a of this article relating to

registrants. The superintendent shall approve or disapprove the

application in writing within ninety days after the date the application

is filed with the superintendent.

3. 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 subdivisions one and two of

this section shall not apply to a transfer of control by operation of

law to the legal representative, as hereinafter defined, of one who has

control of a licensee or registrant. Thereafter, such legal

representative shall comply with the provisions of subdivisions one and

two of this section. The provisions of subdivisions one and two of this

section shall be applicable to an application made under such section by

a legal representative.

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 an ancillary capacity thereto in accordance with the

provisions of such court appointment.

4. As used in this section: (a) the term "person" includes an

individual, partnership, corporation, association or any other

organization, and (b) 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 licensee or registrant, whether through the

ownership of voting stock of such licensee or registrant, the ownership

of voting stock of any person which possesses such power or otherwise.

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

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

more of the voting stock of any licensee or registrant or of any person

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

of the voting stock of any licensee or registrant, but no person shall

be deemed to control a licensee or registrant solely by reason of being

an officer or director of such licensee or registrant or person. The

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

or registrant or any person who, directly or indirectly, owns, controls

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

to vote any voting stock of such licensee or registrant, determine

whether or not the ownership, control or holding of such voting stock

constitutes or would constitute control of such licensee or registrant

for purposes of this section.