N.Y. Banking Law § 601-a: Purchase of assets

§ 601-a. Purchase of assets. 1. The following acquisitions are hereby

authorized whether by purchase or otherwise, other than by merger, of

all or a substantial part of the assets of:

(a) One or more corporations organized under the laws of this state

and subject to the provisions of article three, article eight or article

twelve of this chapter by another corporation subject to the provisions

of the same article.

(b) One or more safe deposit companies by a bank or trust company.

(c) One or more mutual savings banks by another mutual savings bank.

(d) One or more mutual savings and loan associations by another mutual

savings and loan association.

(e) One or more stock-form savings banks by another stock-form savings

bank.

(f) One or more stock-form savings and loan associations by another

stock-form savings and loan association.

(g) One or more banks, trust companies, stock-form savings banks or

stock-form savings and loan associations, with one or more out-of-state

banks or out-of-state trust companies as such terms are defined in

section two hundred twenty-two of this chapter.

(h) One or more banking institutions by another banking institution as

the superintendent may authorize. For purposes of this paragraph, a

branch or agency of a foreign banking corporation licensed pursuant to

article two of this chapter and seeking approval for a transfer of

fiduciary relationships pursuant to section six hundred four-a of this

chapter shall be considered a banking institution. The superintendent

may promulgate such regulations as he or she deems necessary and proper

to implement and define the provisions of this paragraph.

2. A written plan providing for the acquisition by one corporation of

the assets of another shall be submitted, in duplicate, to the

superintendent by both corporations. 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; provided, however, that no investigation fee

shall be payable under this subdivision with respect to an acquisition

to which subdivision two of section six hundred one-b of this article is

applicable.

3. There shall also be submitted, in duplicate, to the superintendent

with the plan of acquisition of assets, a certificate of the president,

secretary or cashier of the selling corporation and, in the event the

assets of the selling corporation shall exceed ten per centum of the

assets of the acquiring corporation, of the acquiring corporation,

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 each county in which the selling corporation

and, if applicable, the acquiring 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.

5. Nothing contained in this section six hundred and one-a shall be

construed to prohibit any other purchase of assets which is otherwise

permitted by applicable law.