NY Banking L § 601 (2021)
2021 New York Laws BNK - Banking Article 13 - Merger; Voluntary Dissolution; Superintendent's Taking Possession; Reorganization; Liquidation 601 - Merger Agreement; Authorization; Approval; Filing.

§ 601. Merger agreement; authorization; approval; filing. 1. A written   plan  of  merger shall be submitted, in duplicate, to the superintendent   by the corporations which are to merge.  Such  plan  shall  be  in  form   satisfactory to the superintendent, shall specify each corporation to be   merged  and  the corporation which is to receive into itself the merging   corporation  or  corporations,  and  shall  prescribe  the   terms   and   conditions  of  the merger and the mode of carrying it into effect. Such   plan may provide the name to be borne by the receiving  corporation  and   such  name  may  be the name of any corporation which is a party to such   plan or a new name. Such plan  may  also  name  the  persons  who  shall   constitute   the  board  of  directors  or  trustees  of  the  receiving   corporation after the merger shall have been accomplished, provided that   the number and qualifications of such persons  shall  be  in  accordance   with  the  provisions  of  this  chapter  relating  to  the  number  and   qualifications of directors or trustees of such a  corporation;  or,  in   the  case  of stock corporations, such plan may provide for a meeting of   the stockholders to elect a board of directors within sixty  days  after   such  merger,  and  may make provision for conducting the affairs of the   corporation meanwhile. In the case of savings banks, such plan may  also   provide  that the place or places of business of the merging bank may be   maintained as an office or offices of the receiving bank as provided  in   paragraph  (c)  of  subdivision two of section two hundred forty of this   chapter.At the time of submission for action  by  the  superintendent  of  the   written  plan  of merger, an investigation fee as prescribed pursuant to   section eighteen-a of this chapter shall be paid to the superintendent.2. In the case of stock corporations, there  shall  be  submitted,  in   duplicate,  to the superintendent with the plan of merger, a certificate   of the president, secretary or cashier of each of the corporations which   are to merge, 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 any of the merging   corporations 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, except that   such certificate of the president, secretary or cashier of the receiving   corporation need not certify that such plan was submitted to or approved   by vote of the stockholders of such corporation if (a) the total  assets   of  the merging corporation or corporations do not exceed ten per centum   of the total assets of the receiving corporation and  (b)  the  plan  of   merger  does  not  change  the  name or the authorized shares of capital   stock of the receiving corporation or make or require any  other  change   or  amendment  for  which the approval or consent of stockholders of the   receiving corporation would be required under provisions  of  law  other   than this section.3.  In  the  case  of  mutual  savings  banks, mutual savings and loan   associations or credit unions, there shall be submitted,  in  duplicate,   to  the  superintendent  with  the  plan of merger, a certificate of the   president, secretary or cashier of each of the corporations which are to   merge, certifying that such plan has been submitted to a special meeting   of the board of trustees or directors of his corporation, that a  notice   of  at  least fifteen days, specifying the time, place and object of the   meeting, together with a copy of  the  plan  has  been  mailed  to  each    trustee or director and that such plan has been approved at such meeting   by  a vote of two-thirds of all the members of such board of trustees or   directors.4.  In  the  case  of  merger of a safe deposit company into a bank or   trust company  which  owns  at  least  ninety-five  per  centum  of  the   outstanding  shares  of  each  class  of  the stock of such safe deposit   company, in lieu of compliance with subdivisions one  and  two  of  this   section  there  may  be submitted, in duplicate, to the superintendent a   written plan of  merger  in  form  satisfactory  to  the  superintendent   stating  that such safe deposit company as the merging corporation is to   be merged into such bank or trust company as the  receiving  corporation   and  setting  forth any necessary or appropriate terms and conditions of   the merger and provisions for carrying it into effect, including, if the   receiving corporation does not own all  the  outstanding  stock  of  the   merging  corporation,  provisions  with  respect  to  the  cash or other   consideration to be paid or delivered to the stockholders of the merging   corporation (other than  the  receiving  corporation)  upon  the  merger   becoming  effective  and upon the surrender of their shares. There shall   be submitted, in duplicate, to the  superintendent  with  such  plan  of   merger,  a  certificate  of  the  president, secretary or cashier of the   merging corporation and of the receiving  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. The certificate of the   president, secretary or cashier of the merging corporation shall certify   the extent  of  the  ownership  by  the  receiving  corporation  of  the   outstanding  capital  stock of the merging corporation. If the receiving   corporation does not own  all  the  outstanding  stock  of  the  merging   corporation,  the  certificate of the president, secretary or cashier of   the merging corporation shall also certify that there has been mailed to   each  of  its  stockholders  of  record  (other   than   the   receiving   corporation),  at  the  address  appearing upon the books of the merging   corporation, a copy of the plan of merger. Any  holder  of  a  share  or   shares  of  stock  of the merging corporation not owned by the receiving   corporation may, at any time prior to  the  expiration  of  twenty  days   after  the  date of mailing of the plan of merger to the stockholders of   the merging corporation, object to the merger and demand payment for his   stock. Such objection and demand must be in writing and filed  with  the   receiving  corporation.  Thereupon  such  stockholder  and the receiving   corporation shall have the right to have such stock appraised  and  paid   for  as  provided  in  section  six thousand twenty-two of this chapter,   subject to the conditions and provisions of said section (other than the   conditions and provisions of subdivisions one, two and  three  thereof);   except that (a) the time within which the receiving corporation may mail   to  such  stockholder a written offer accompanied by a balance sheet and   profit and loss statement of the  merging  corporation  as  provided  in   subdivision  seven  of  said  section shall expire thirty days after the   merger takes effect, (b) all references in  subdivision  eight  of  said   section to the stockholders' authorization date shall be deemed to refer   to  the date of mailing of the plan of merger to the stockholders of the   merging corporation, and (c) all  references  in  said  section  to  the   notice  of election to dissent shall be deemed to refer to the demand of   a stockholder of the merging corporation for payment of his stock.