N.Y. BNK Law § 594-B — New York Code / Act BNK / Article 12-D / Section 594-B
Changes in control
Status: in_force

§ 594-b. Changes in control. 1. It shall be unlawful except with the\nprior approval of the superintendent for any action to be taken which\nresults in a change of control of the business of a licensee or\nregistrant. Prior to any change of control, the person desirous of\nacquiring control of the business of a licensee or registrant shall make\nwritten application to the superintendent and pay an investigation fee\nas prescribed pursuant to section eighteen-a of this chapter to the\nsuperintendent. The application shall contain such information as the\nsuperintendent, by rule or regulation, may prescribe as necessary or\nappropriate for the purpose of making the determination required by\nsubdivision two of this section. This information shall include but not\nbe limited to the information and other material required for a licensee\nby subdivision one of section five hundred ninety-one of this article or\nrequired for a registrant by subdivision one of section five hundred\nninety-one-a of this article.\n  2. The superintendent shall approve or disapprove the proposed change\nof control of a licensee or registrant in accordance with the provisions\nof section five hundred ninety-two of this article relating to licensees\nor section five hundred ninety-two-a of this article relating to\nregistrants. The superintendent shall approve or disapprove the\napplication in writing within ninety days after the date the application\nis filed with the superintendent.\n  3. For a period of six months from the date of qualification thereof\nand for such additional period of time as the superintendent may\nprescribe, in writing, the provisions of subdivisions one and two of\nthis section shall not apply to a transfer of control by operation of\nlaw to the legal representative, as hereinafter defined, of one who has\ncontrol of a licensee or registrant. Thereafter, such legal\nrepresentative shall comply with the provisions of subdivisions one and\ntwo of this section.  The provisions of subdivisions one and two of this\nsection shall be applicable to an application made under such section by\na legal representative.\n  The term "legal representative", for the purposes of this section,\nshall mean one duly appointed by a court of competent jurisdiction to\nact as executor, administrator, trustee, committee, conservator or\nreceiver, including one who succeeds a legal representative and one\nacting in an ancillary capacity thereto in accordance with the\nprovisions of such court appointment.\n  4. As used in this section: (a) the term "person" includes an\nindividual, partnership, corporation, association or any other\norganization, and (b) the term "control" means the possession, directly\nor indirectly, of the power to direct or cause the direction of the\nmanagement and policies of a licensee or registrant, whether through the\nownership of voting stock of such licensee or registrant, the ownership\nof voting stock of any person which possesses such power or otherwise.\nControl shall be presumed to exist if any person, directly or\nindirectly, owns, controls or holds with power to vote ten per centum or\nmore of the voting stock of any licensee or registrant or of any person\nwhich owns, controls or holds with power to vote ten per centum or more\nof the voting stock of any licensee or registrant, but no person shall\nbe deemed to control a licensee or registrant solely by reason of being\nan officer or director of such licensee or registrant or person. The\nsuperintendent may in his discretion, upon the application of a licensee\nor registrant or any person who, directly or indirectly, owns, controls\nor holds with power to vote or seeks to own, control or hold with power\nto vote any voting stock of such licensee or registrant, determine\nwhether or not the ownership, control or holding of such voting stock\nconstitutes or would constitute control of such licensee or registrant\nfor purposes of this section.\n