N.Y. RRD Law § 140 — New York Code / Act RRD / Article 4 / Section 140
Consolidation or merger of corporations owning or leasing continuous lines; abandonment of parallel lines; merger of subsidiary corporations
Status: in_force

§ 140. Consolidation or merger of corporations owning or leasing\ncontinuous lines; abandonment of parallel lines; merger of subsidiary\ncorporations.  1. Any railroad or other corporation, organized under the\nlaws of this state, or of this state and any other state or states, and\nowning or operating a railroad, bridge or tunnel, either wholly within\nor partly within and partly without the state, or whose lines or routes\nof road have been located but not constructed, may consolidate its\ncapital stock, franchises and property with the capital stock,\nfranchises and property of any other railroad, tunnel or bridge\ncorporation or corporations organized under the laws of this state or of\nthis state and any other state or states, or under the laws of any other\nstate or states, or may merge or be merged into any such other\ncorporation in accordance with the procedure and with the effect set\nforth in article nine of the business corporation law, whenever the two\nor more railroads of the companies or corporations so to be\nconsolidated, or merged, their tunnels, bridges or branches or any part\nthereof, or the lines or routes of their road, if not constructed, shall\nor may form a continuous or connected line of railroad with each other\nor by means of any intervening railroad bridge, tunnel or ferry, or by\nmeans of a right under an agreement, lease or otherwise to operate cars\nover any intervening railroad subject to the jurisdiction of the\ncommissioner of transportation, and any such consolidated or surviving\ncorporation may thereupon construct or finish the construction of such\ncontinuous line of railroad, if not previously constructed, and operate\nthe same, subject to all provisions of law applicable to such railroad\ncorporation; provided, however, that nothing in this section shall be\ndeemed to authorize any such corporation organized under the laws of\nthis state or of this state and any other state or states to be merged\ninto any other corporation that is not organized under the laws of this\nstate or of this state and some other state or states, unless the\ncorporation into which it is proposed to merge any such corporation is\nin possession of and holds under lease all of the railroad and\nfranchises of the corporation to be merged and operates the same as part\nof the railroad or system of the corporation into which it is proposed\nto merge any such corporation. Where the road to be operated is in whole\nor in part a tunnel or sub-surface road, authorized by section\ntwenty-eight of this chapter, its consolidation with or merger into\nanother road or roads under the provisions of this section shall not\nprevent any connecting railroad from having equal rights of transit for\nits passengers and freight through or over the tunnel or bridge of any\nsuch road, upon the same equitable terms, nor shall such consolidation\nor merger be made where such tunnel or sub-surface road exceeds five\nmiles in length.\n  2. Any railroad corporation, which by consolidation or merger under\nany provision of law, now owns, or shall hereafter own, parallel or\nsubstantially parallel lines of railroad between any two points or\nstations, shall have the right, upon obtaining the consent of the\ncommissioner of transportation, to abandon such portion of its railroad\nand its franchise to own, maintain and operate the same on either of the\nsaid parallel lines, as shall, in the opinion of the said commissioner\nof transportation, be no longer necessary to furnish proper and adequate\nservice to the public in the transportation of passengers and freight\nwithin the jurisdiction of the commissioner of transportation.  Such\napplication for abandonment shall not be made until after it shall have\nbeen authorized by resolution of the board of directors of the\ncorporation under its seal, and such resolution shall have been\nsubmitted to the stockholders thereof at a meeting called and conducted\nin the manner required by law. If the stockholders shall at such meeting\nratify such action of the directors, the secretary of the corporation\nshall so certify under the seal of the corporation, upon such\nresolution. If approved by the commissioner of transportation, such\napproval shall be indorsed upon such resolution and annexed thereto, and\nsuch resolution shall thereupon be filed in the office of the department\nof state and the date of such abandonment shall be as of the date of\nsuch filing. The property of any person, taken, affected or damaged by\nsuch abandonment, shall be deemed to be required for a public purpose,\nand if such corporation, before making application to the commissioner\nof transportation, shall have been unable to agree with any person\ndamaged or claiming to be damaged as a result of such abandonment, as to\nthe compensation, if any, which should justly be made therefor, such\nproperty, when paid for by such corporation as hereinafter provided,\nshall be deemed to have been taken by acquisition, and the proceeding\nthereon, shall be pursuant to the eminent domain procedure law.  Any\nsuch railroad corporation shall have the right within thirty days after\nfiling such resolution and approval, to make application by verified\npetition to a special term of the supreme court in and for the county or\none of the counties in which the portion of the route to be abandoned\nmay be located, to ascertain and determine the compensation, if any,\nwhich shall justly be made for the property of any person so taken,\naffected or damaged and such abandonment shall not be deemed to be\neffective against such person unless and until said corporation shall\nhave filed in the office of the clerk of the county in which said\napplication shall have been made, an undertaking in an amount approved\nby the court that it will pay to the person or persons determined to be\ndamaged by the abandonment the amounts, if any, finally awarded to him\nor them in the proceedings; notice of the application shall be published\nonce a week for four successive weeks in two newspapers published in\nsaid county or counties, and affidavits of such publication and the\nfiling of such undertaking shall be filed in the office of the\ncommissioner of transportation. If such corporation shall fail to file\nsuch petition within said period of thirty days, any person or persons\nclaiming to be damaged, may by separate petition apply to the court to\nascertain and determine the said compensation with like effect as if\nsuch corporation had filed its petition. Nothing in this act shall be\nconstrued to impair or affect the rights of any lienor or mortgagee in\nand to the portion of the property of said railroad or railroads\naffected by said abandonment, and no such abandonment shall be consented\nto as herein provided unless such liens or mortgages shall have first\nbeen discharged of record.\n  3. Any domestic railroad corporation or any foreign railroad\ncorporation authorized to do business in this state owning at least\nninety-five percent of the outstanding shares of each class of any\ndomestic corporation or corporations authorized to engage in business\nsimilar or incidental to the business which the possessor corporation is\nauthorized to engage in, and any domestic railroad corporation owning at\nleast ninety-five percent of the outstanding shares of each class of any\nforeign railroad corporation authorized to do business in this state and\nalso authorized to engage in business similar or incidental to the\nbusiness which the possessor corporation is authorized to engage in, may\nmerge such corporation or corporations into itself without the\nauthorization of the shareholders of any such corporation, in accordance\nwith the procedure and with the effect set forth in article nine of the\nbusiness corporation law for the merger of subsidiary corporations.\n  Any bridge corporation may be merged under this paragraph with any\nrailroad corporation which shall have acquired the right by contract to\nrun its cars over the bridge of such bridge corporation.\n  Any omnibus corporation may be merged under this paragraph with any\nrailroad corporation, provided such railroad corporation shall have\nsubstituted stages, buses or motor vehicles for cars or trains upon\ntracks on any portion of its route in accordance with section one\nhundred twenty-one of the transportation law.\n