NY Banking L § 143-B (2021)
2021 New York Laws BNK - Banking Article 3-A - Bank Holding Companies; Control of Banking Institutions 143-B - Acquisition by Companies of Control of Banking Institutions.

§ 143-b.  Acquisition by companies of control of banking institutions.   1.   It shall  be  unlawful  except  with  the  prior  approval  of  the   superintendent  for  any  company  to  acquire  control  of  any banking   institution,  directly  or  indirectly,  provided,  however,  that   the   provisions  of  this  section  shall  not  apply  to a company which has   submitted to the  superintendent  a  plan  of  acquisition  pursuant  to   section one hundred forty-three-a of this article for an acquisition not   involving  a  change  of  control of the banking institution. As used in   this section, the term  "control"  means  the  possession,  directly  or   indirectly,  of  the  power  to  direct  or  cause  the direction of the   management and policies of a banking institution,  whether  through  the   ownership  of voting stock of such banking institution, the ownership of   voting stock of any company which possesses  such  power  or  otherwise.   Control  shall  be  presumed  to  exist  if  any  company,  directly  or   indirectly, owns, controls or holds with  the  power  to  vote  ten  per   centum  or more of the voting stock of any banking institution or of any   company which owns, controls or holds with power to vote ten per  centum   or  more  of the voting stock of such banking institution, but no person   shall be deemed to control a banking institution solely by reason of his   or her being an officer or  director  of  such  banking  institution  or   company. The superintendent may in the superintendent's discretion, upon   the  application of a banking institution or any company which, directly   or indirectly, owns, controls or holds with power to vote  or  seeks  to   own, control or hold with power to vote any voting stock of such banking   institution,  determine whether or not the ownership, control or holding   of  such  voting  stock  would  constitute  control  of   such   banking   institution for purposes of this section.2.  A company desiring to acquire control of a banking institution may   file application therefor, in writing, with the superintendent  and  pay   an  investigation  fee  as  prescribed pursuant to section eighteen-a of   this chapter to the superintendent. The application shall  contain  such   information  as the superintendent, by rule or regulation, may prescribe   as necessary or appropriate for the purpose of making the  determination   required by subdivision three of this section.3.  Upon  receipt  of  such application, the superintendent shall post   notice of the receipt thereof upon the bulletin board of the  department   of  financial  services. The superintendent shall by order grant or deny   the application and shall state the reasons for such grant or denial. An   order shall be issued within one hundred twenty days after the  date  of   the  submission  of  the  application  to  the superintendent and a copy   thereof shall be posted upon the bulletin board  of  the  department  of   financial  services.  In  determining whether or not to approve any such   application, the superintendent shall take into  consideration  (i)  the   declaration  of  policy  contained  in  section ten of the chapter, (ii)   whether the effect of such action shall be consistent with  adequate  or   sound banking and the preservation thereof, or result in a consolidation   of  assets  beyond  limits  consistent with effective competition, (iii)   whether such acquisition of control may result in such  a  lessening  of   competition  as  to  be  injurious to the interest of the public or tend   toward monopoly, and (iv) primarily, the public interest and  the  needs   and convenience thereof.4.  A  company does not control a banking institution by virtue of its   ownership or control of: (a) stock acquired by a company in  good  faith   in a fiduciary capacity, except where such stock is held for the benefit   of  stockholders  or members of such company; (b) voting rights of stock   acquired in the course of a proxy solicitation by a company  formed  for   the  sole  purpose  of participating in proxy solicitations by virtue of   its control of voting rights of stock acquired in  the  course  of  such    solicitation;  (c)  stock  acquired  by a company in connection with its   underwriting of securities if such shares are held only for such  period   of time as will permit the sale thereof on a reasonable basis; (d) stock   acquired  by  a company in settlement or reduction of a loan, or advance   of credit, or in exchange for an  investment  previously  made  in  good   faith and in the ordinary course of business, provided that any stock so   acquired shall be disposed of within a period of two years from the date   upon  which it was acquired unless the superintendent shall, in writing,   authorize such banking institution to  hold  such  stock  for  a  longer   period;  or  (e)  stock  dividends,  stock  splits,  or additional stock   acquired by a bank holding company, or by  any  subsidiary  thereof,  in   exercise of its preemptive right as a stockholder.5.  For  a period of six months from the date of qualification thereof   and for such  additional  period  of  time  as  the  superintendent  may   prescribe  in writing, the provisions of subdivisions one, two and three   of this section shall not apply to a transfer of control by operation of   law to the legal representative, as hereinafter defined,  of  a  company   which  has  control  of  a  banking  institution. Thereafter, such legal   representative shall comply with the provisions of subdivisions one  and   two of this section. The provisions of subdivision three of this section   shall be applicable to an application made under this section by a legal   representative.The  term  "legal  representative,"  for the purposes of this section,   shall mean one duly appointed by a court of  competent  jurisdiction  to   act  as  executor,  administrator,  trustee,  committee,  conservator or   receiver, including one who succeeds  a  legal  representative  and  one   acting   in  an  ancillary  capacity  thereto  in  accordance  with  the   provisions of such court appointment.If any provision of this section, or the application of such provision   to any individual, company, corporation or circumstance, shall  be  held   invalid,  the  remainder of this section, and the application thereof to   anyone other than one to which it is held invalid, shall not be affected   thereby.