N.Y. Banking Law § 652-a: Changes in control

§ 652-a. 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. Prior to

any change of control, the person desirous of acquiring control of the

business of a licensee 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.

2. The superintendent shall disapprove the proposed change of control

of a licensee if, after notice to and an opportunity to be heard by the

applicant and such licensee, he finds the acquisition of control therein

contrary to law or determines that disapproval is reasonably necessary

to protect the interest of the people of this state. In making such

determination, the superintendent shall consider (a) whether the

character, responsibility and general fitness of the person which seeks

to control such licensee are such as to command confidence and warrant

belief that the business of such licensee will be honestly and

efficiently conducted in a manner consistent with the public interest,

(b) whether the exercise of control may impair the safe and sound

conduct of the business of such licensee, the conservation of its assets

or public confidence in its business, and (c) primarily, the public

interest and the needs and convenience thereof. Unless the

superintendent shall have denied such application in writing within one

hundred fifty days of the filing thereof, such application shall be

deemed approved. If the superintendent disapproves such application, or,

if no such application has been made, upon consummation of the

acquisition of control, the license of the licensee shall become null

and void and the applicant or licensee, whoever has possession of such

license, shall forthwith surrender to the superintendent the license

theretofore in effect.

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. 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 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, whether through the ownership

of voting stock of such licensee, 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 twenty-five per centum or more of the voting

stock of any licensee or of any person which owns, controls or holds

with power to vote twenty-five per centum or more of the voting stock of

such licensee, but no person shall be deemed to control a licensee

solely by reason of his being an officer or director of such licensee or

person. The superintendent may in his discretion, upon the application

of a licensee 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, determine whether or not the

ownership, control or holding of such voting stock constitutes or would

constitute control of such licensee for purposes of this section.