NY Banking L § 605-A (2021)
2021 New York Laws BNK - Banking Article 13 - Merger; Voluntary Dissolution; Superintendent's Taking Possession; Reorganization; Liquidation 605-A - Transfer of Deposit Liabilities of Bank or Trust Company; Sale or Pledge of Assets to Facilitate Such Transfer.

§ 605-a.  Transfer  of  deposit  liabilities of bank or trust company;   sale or pledge of assets to facilitate such transfer. 1. A bank or trust   company may, pursuant to a plan approved by  the  superintendent,  enter   into  an  agreement  with  another  bank  or  trust company, whereby its   liabilities to depositors will be assumed by such other  bank  or  trust   company. To facilitate the consummation of such plan and agreement, such   bank  or  trust  company  may  borrow  money  from  the  Federal Deposit   Insurance Corporation and pledge all  or  any  part  of  its  assets  as   security  for  the  money so borrowed, or it may sell all or any part of   its assets to Federal Deposit Insurance Corporation  and  the  money  so   borrowed  or realized with or without any other assets belonging to such   bank or trust company, may be transferred by it to such  other  bank  or   trust  company, in consideration of the latter's agreement to assume and   pay the deposit liabilities of the former. If the  superintendent  shall   thereafter  take possession of the business and property of such bank or   trust company, pursuant to this article, the validity of a claim against   such bank or trust company which was in existence  when  such  plan  was   consummated  and  remains  unpaid  shall  be  determined pursuant to the   provisions of section six hundred  twenty  to  six  hundred  twenty-five   inclusive  of this article as though such plan had not been consummated.   Nothing in this section nor in any plan  consummated  pursuant  to  this   section  shall be deemed to require allowance of any claim if such claim   would not otherwise be allowable in the liquidation proceedings. If such   claim is allowed or ultimately established, the owner thereof  shall  be   entitled  to  dividends  on  his  claim as though such plan had not been   consummated, and as though the assets of such bank or trust company  had   been taken over for liquidation immediately prior to any sale, pledge or   transfer  made  pursuant  to such plan. If such bank or trust company in   liquidation does not have sufficient other assets to pay such dividends,   the  deficiency  shall  be  paid  from  the  proceeds  of  the  sale  or   liquidation  of the assets sold or pledged by such bank or trust company   to  Federal  Deposit  Insurance  Corporation.  If  such  proceeds  prove   insufficient  to  pay  such deficiency in full, any remaining deficiency   shall be paid from the proceeds of the sale or liquidation of the assets   transferred by such bank or trust company to such other  bank  or  trust   company,  exclusive  of cash representing the proceeds of a sale to or a   loan from Federal  Deposit  Insurance  Corporation.  The  superintendent   shall  take  such  action  as he shall deem necessary and appropriate to   protect the interests of the owner of any such claim, but he  shall  not   be  required to obtain possession of any of the assets from the proceeds   of which the deficiency in dividends upon such claim is payable,  unless   it  shall  appear  that  the  amount  required  for  the payment of such   deficiency is not otherwise available. The superintendent  may,  subject   to  the approval of the supreme court in the judicial district where the   principal office of such bank or trust company is located, enter into an   agreement with the Federal Deposit Insurance Corporation and the bank or   trust company to which any assets of such bank  or  trust  company  have   been  transferred,  or either of them, whereby payments shall be made to   him as trustee for the benefit of the person or persons entitled thereto   from time to time as cash is realized from the sale  or  liquidation  of   the  assets  from  the  proceeds  of  which  claims are payable. If such   agreement is approved by the supreme court, after notice of a kind which   the court deems to be adequate to all persons whose  interests,  in  the   opinion  of  the court, may be affected thereby, such agreement shall be   binding upon all such persons. No action may  be  brought  by  any  such   person  to  enforce payment of his claim unless it be clearly shown that   the  superintendent  has  refused  or  failed  to  take  necessary   and   appropriate  action  to  protect  the interests of such person. No sale,    conveyance or transfer by a bank or trust company of all or any part  of   its  assets shall be deemed to have been made pursuant to the provisions   of this section unless the plan approved  by  the  superintendent  shall   expressly so state. Nothing contained in this section shall be deemed to   repeal,  limit,  modify or otherwise affect any right or power of a bank   or trust company to sell, convey or transfer all  or  any  part  of  its   assets pursuant to any other provision of law.2. A bank or trust company assuming the deposit liabilities of another   bank or trust company in connection with a plan pursuant to this section   may  issue  preferred  shares  which,  to  the  extent  permitted by the   superintendent, may have a  retirable  value  greater  than  the  amount   received in payment for such shares.