NY RR L § 140 (2021)
2021 New York Laws RRD - Railroad Article 4 - Consolidation, Lease, Sale and Reorganization 140 - Consolidation or Merger of Corporations Owning or Leasing Continuous Lines; Abandonment of Parallel Lines; Merger of Subsidiary Corporations.

§  140.  Consolidation  or  merger  of  corporations owning or leasing   continuous lines; abandonment of parallel lines;  merger  of  subsidiary   corporations.  1. Any railroad or other corporation, organized under the   laws  of this state, or of this state and any other state or states, and   owning or operating a railroad, bridge or tunnel, either  wholly  within   or  partly within and partly without the state, or whose lines or routes   of road have been located  but  not  constructed,  may  consolidate  its   capital   stock,   franchises  and  property  with  the  capital  stock,   franchises  and  property  of  any  other  railroad,  tunnel  or  bridge   corporation or corporations organized under the laws of this state or of   this state and any other state or states, or under the laws of any other   state  or  states,  or  may  merge  or  be  merged  into  any such other   corporation in accordance with the procedure and  with  the  effect  set   forth  in article nine of the business corporation law, whenever the two   or  more  railroads  of  the  companies  or  corporations   so   to   be   consolidated,  or merged, their tunnels, bridges or branches or any part   thereof, or the lines or routes of their road, if not constructed, shall   or may form a continuous or connected line of railroad with  each  other   or  by  means of any intervening railroad bridge, tunnel or ferry, or by   means of a right under an agreement, lease or otherwise to operate  cars   over  any  intervening  railroad  subject  to  the  jurisdiction  of the   commissioner of transportation, and any such consolidated  or  surviving   corporation  may  thereupon construct or finish the construction of such   continuous line of railroad, if not previously constructed, and  operate   the  same,  subject to all provisions of law applicable to such railroad   corporation; provided, however, that nothing in this  section  shall  be   deemed  to  authorize  any  such corporation organized under the laws of   this state or of this state and any other state or states to  be  merged   into  any other corporation that is not organized under the laws of this   state or of this state and  some  other  state  or  states,  unless  the   corporation  into  which it is proposed to merge any such corporation is   in possession  of  and  holds  under  lease  all  of  the  railroad  and   franchises of the corporation to be merged and operates the same as part   of  the  railroad or system of the corporation into which it is proposed   to merge any such corporation. Where the road to be operated is in whole   or  in  part  a  tunnel  or  sub-surface  road,  authorized  by  section   twenty-eight  of  this  chapter,  its  consolidation with or merger into   another road or roads under the provisions of  this  section  shall  not   prevent  any connecting railroad from having equal rights of transit for   its passengers and freight through or over the tunnel or bridge  of  any   such  road,  upon the same equitable terms, nor shall such consolidation   or merger be made where such tunnel or  sub-surface  road  exceeds  five   miles in length.2.  Any  railroad  corporation, which by consolidation or merger under   any provision of law, now owns, or  shall  hereafter  own,  parallel  or   substantially  parallel  lines  of  railroad  between  any two points or   stations, shall have the  right,  upon  obtaining  the  consent  of  the   commissioner  of transportation, to abandon such portion of its railroad   and its franchise to own, maintain and operate the same on either of the   said parallel lines, as shall, in the opinion of the  said  commissioner   of transportation, be no longer necessary to furnish proper and adequate   service  to  the  public in the transportation of passengers and freight   within the jurisdiction of the commissioner  of  transportation.    Such   application  for abandonment shall not be made until after it shall have   been  authorized  by  resolution  of  the  board  of  directors  of  the   corporation  under  its  seal,  and  such  resolution  shall  have  been   submitted to the stockholders thereof at a meeting called and  conducted   in the manner required by law. If the stockholders shall at such meeting    ratify  such  action  of the directors, the secretary of the corporation   shall  so  certify  under  the  seal  of  the  corporation,  upon   such   resolution.  If  approved  by  the  commissioner of transportation, such   approval shall be indorsed upon such resolution and annexed thereto, and   such resolution shall thereupon be filed in the office of the department   of  state  and  the  date of such abandonment shall be as of the date of   such filing. The property of any person, taken, affected or  damaged  by   such  abandonment,  shall be deemed to be required for a public purpose,   and if such corporation, before making application to  the  commissioner   of  transportation,  shall  have  been  unable  to agree with any person   damaged or claiming to be damaged as a result of such abandonment, as to   the compensation, if any, which should justly  be  made  therefor,  such   property,  when  paid  for  by such corporation as hereinafter provided,   shall be deemed to have been taken by acquisition,  and  the  proceeding   thereon,  shall  be  pursuant  to the eminent domain procedure law.  Any   such railroad corporation shall have the right within thirty days  after   filing  such  resolution  and  approval, to make application by verified   petition to a special term of the supreme court in and for the county or   one of the counties in which the portion of the route  to  be  abandoned   may  be  located,  to  ascertain and determine the compensation, if any,   which shall justly be made for the property  of  any  person  so  taken,   affected  or  damaged  and  such  abandonment  shall not be deemed to be   effective against such person unless and until  said  corporation  shall   have  filed  in  the  office  of  the  clerk of the county in which said   application shall have been made, an undertaking in an  amount  approved   by  the court that it will pay to the person or persons determined to be   damaged by the abandonment the amounts, if any, finally awarded  to  him   or them in the proceedings; notice of the application shall be published   once  a  week  for  four successive weeks in two newspapers published in   said county or counties, and affidavits  of  such  publication  and  the   filing  of  such  undertaking  shall  be  filed  in  the  office  of the   commissioner of transportation. If such corporation shall fail  to  file   such  petition  within said period of thirty days, any person or persons   claiming to be damaged, may by separate petition apply to the  court  to   ascertain  and  determine  the  said compensation with like effect as if   such corporation had filed its petition. Nothing in this  act  shall  be   construed  to  impair or affect the rights of any lienor or mortgagee in   and to the portion  of  the  property  of  said  railroad  or  railroads   affected by said abandonment, and no such abandonment shall be consented   to  as  herein  provided unless such liens or mortgages shall have first   been discharged of record.3.  Any  domestic  railroad  corporation  or  any   foreign   railroad   corporation  authorized  to  do  business  in this state owning at least   ninety-five percent of the outstanding  shares  of  each  class  of  any   domestic  corporation  or  corporations authorized to engage in business   similar or incidental to the business which the possessor corporation is   authorized to engage in, and any domestic railroad corporation owning at   least ninety-five percent of the outstanding shares of each class of any   foreign railroad corporation authorized to do business in this state and   also authorized to engage in  business  similar  or  incidental  to  the   business which the possessor corporation is authorized to engage in, may   merge   such   corporation  or  corporations  into  itself  without  the   authorization of the shareholders of any such corporation, in accordance   with the procedure and with the effect set forth in article nine of  the   business corporation law for the merger of subsidiary corporations.Any  bridge  corporation  may  be merged under this paragraph with any   railroad corporation which shall have acquired the right by contract  to   run its cars over the bridge of such bridge corporation. Any  omnibus  corporation  may be merged under this paragraph with any   railroad corporation, provided  such  railroad  corporation  shall  have   substituted  stages,  buses  or  motor  vehicles for cars or trains upon   tracks on any portion of  its  route  in  accordance  with  section  one   hundred twenty-one of the transportation law.