N.Y. Transportation Law § 128: Transfer of franchises, property or stocks

§ 128. Transfer of franchises, property or stocks. 1. No franchise nor

any right to or under any franchise, to own or operate a railroad or

street railroad shall be assigned, transferred or leased, nor shall any

contract or agreement with reference to or affecting any such franchise

or right be valid or of any force or effect whatsoever, unless the

assignment, transfer, lease, contract or agreement shall have been

approved by the commissioner. No street railroad company shall transfer

or lease its works or system or any part of such works or system to any

other person or corporation or contract for the operation of its works

and system, without the written consent of the commissioner. The

permission and approval of the commissioner to the exercise of a

franchise under section one hundred twenty-seven, or to the assignment,

transfer or lease of a franchise under this section shall not revive or

validate any lapsed or invalid franchise, or to enlarge or add to the

powers and privileges contained in the grant of any franchise, or to

waive any forfeiture.

2. No railroad company or street railroad company, domestic or

foreign, or a corporation which owns or operates a stage, bus or motor

vehicle line or route under the jurisdiction of the commissioner, shall

hereafter purchase or acquire, take, or hold, any part of the capital

stock of any common carrier organized or existing under or by virtue of

the laws of this state, unless authorized so to do by the commissioner;

and except where stock shall be transferred or held for the purpose of

collateral security only with the consent of the commissioner, no stock

corporation of any description, domestic or foreign, other than a

railroad company, street railroad company, or a corporation which owns

or operates a stage, bus or motor vehicle line or route under the

jurisdiction of the commissioner, shall purchase or acquire, take, or

hold, more than ten per centum of the voting capital stock issued by any

common carrier organized or existing under or by virtue of the laws of

this state, except that a corporation now lawfully holding a majority of

the voting capital stock of any railroad company or street railroad

company either directly or through ownership thereof by a subsidiary

corporation may with the consent of the commissioner acquire and hold

the entire voting capital stock of such railroad company or street

railroad company or any portion thereof. Provided, that with the

consent of the commissioner and upon and subject to such terms and

conditions as the commissioner may fix and impose, any such stock

corporation may acquire, take and hold more than ten per centum of the

voting capital stock of any common carrier organized or existing under

or by virtue of the laws of this state. No consent shall be given by the

commissioner to the acquisition of any stock in accordance with this

section unless it shall have been shown that such acquisition is in the

public interest. Nothing herein contained shall be construed to prevent

the holding of any stock heretofore lawfully acquired or, upon the

surrender or exchange of said stock or said stock and bonds or other

evidence of indebtedness pursuant to an agreement of consolidation or

merger or a reorganization plan, approved by the commissioner, to

prevent the purchase, acquisition, taking or holding of the voting

capital stock of the new corporation organized pursuant to such

agreement or plan to take over the property of any corporation whose

stock or whose stock and bonds or other evidences of indebtedness have

been thus surrendered or exchanged, or, subject to approval by the

commissioner, to prevent the purchase, acquisition, taking or holding of

any further issue of stock provided such further issue does not increase

the proportion of voting capital stock held by such stock corporation.

Every contract, assignment, transfer or agreement for transfer of any

stock by or through any person or corporation to any corporation, in

violation of this chapter, shall be void and of no effect, and no such

transfer or assignment shall be made upon the books of any such railroad

company or street railroad company, or shall be recognized as effective

for any purpose. The power conferred by this section to approve or

disapprove a transaction relating to franchises, rights or stock of any

common carrier, shall be exercised by the commissioner.