NY Banking L § 601-A (2021)
2021 New York Laws BNK - Banking Article 13 - Merger; Voluntary Dissolution; Superintendent's Taking Possession; Reorganization; Liquidation 601-A - Purchase of Assets.

§ 601-a.  Purchase of assets. 1. The following acquisitions are hereby authorized whether by purchase or otherwise, other than  by  merger,  of all or a substantial part of the assets of:  (a)  One  or  more corporations organized under the laws of this state and subject to the provisions of article three, article eight or article twelve of this chapter by another corporation subject to the  provisions of the same article.  (b) One or more safe deposit companies by a bank or trust company.  (c) One or more mutual savings banks by another mutual savings bank.  (d) One or more mutual savings and loan associations by another mutual savings and loan association.  (e) One or more stock-form savings banks by another stock-form savings bank.  (f)  One  or  more stock-form savings and loan associations by another stock-form savings and loan association.  (g) One or more banks, trust companies, stock-form  savings  banks  or stock-form  savings and loan associations, with one or more out-of-state banks or out-of-state trust companies  as  such  terms  are  defined  in section two hundred twenty-two of this chapter.  (h) One or more banking institutions by another banking institution as the  superintendent  may  authorize.  For  purposes of this paragraph, a branch or agency of a foreign banking corporation licensed  pursuant  to article  two  of  this  chapter  and  seeking approval for a transfer of fiduciary relationships pursuant to section six hundred four-a  of  this chapter  shall  be  considered a banking institution. The superintendent may promulgate such regulations as he or she deems necessary and  proper to implement and define the provisions of this paragraph.   2.  A written plan providing for the acquisition by one corporation of the  assets  of  another  shall  be  submitted,  in  duplicate,  to  the superintendent  by  both  corporations.  Such  plan  shall  be  in  form satisfactory to the superintendent, shall specify the  selling  and  the acquiring  corporation,  and shall prescribe the terms and conditions of the acquisition and the mode of carrying it into effect.   At the time of submission for action  by  the  superintendent  of  the written   plan  of  acquisition  of  assets,  an  investigation  fee  as prescribed pursuant to section eighteen-a of this chapter shall be  paid to  the  superintendent;  provided,  however,  that no investigation fee shall be payable under this subdivision with respect to  an  acquisition to which subdivision two of section six hundred one-b of this article is applicable.   3.  There shall also be submitted, in duplicate, to the superintendent with the plan of acquisition of assets, a certificate of the  president, secretary  or  cashier  of the selling corporation and, in the event the assets of the selling corporation shall exceed ten  per  centum  of  the assets  of  the  acquiring  corporation,  of  the acquiring 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, 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 the selling corporation and, if applicable, the acquiring corporation 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.    5. Nothing contained in this section six hundred and  one-a  shall  be construed  to  prohibit  any other purchase of assets which is otherwise permitted by applicable law.