2023 New York Laws › BNK - Banking › Article 3-A - Bank Holding Companies; Control of Banking Institutions › 143-A - Acquisitions by Companies of All the Capital Stock of Banks and Trust Companies; No Change of Ultimate Control.

§ 143-a.  Acquisitions  by companies of all the capital stock of banks
  and trust companies; no change of ultimate control. 1. A company  having
  capital  stock or membership interests may acquire all the capital stock
  or membership interests of one or more corporations organized  under  or
  subject to the provisions of article three, six, or ten of this chapter,
  provided  that  (a)  such  corporation  or  corporations are directly or
  indirectly controlled prior  to  such  acquisition  by  the  persons  or
  entities  that  directly or indirectly control such company and (b) such
  persons or entities will continue to control  such  company  thereafter.
  Such  company  and  such  corporation  or  corporations  shall submit in
  duplicate to the superintendent a written plan of  acquisition  of  such
  stock.  Such  plan  shall be in form satisfactory to the superintendent,
  shall specify each corporation the stock of which is to be  acquired  by
  the  company  and  shall  prescribe  the  terms  and  conditions  of the
  acquisition and the mode of  carrying  it  into  effect,  including  the
  manner  of  exchanging the shares of each of the corporations for shares
  or other securities of the company. Any such plan may  provide  for  the
  payment  of  cash  in  lieu  of the issuance of fractional shares of the
  company.
At the time of submission to the superintendent of the written plan of
  acquisition of stock, an investigation fee  as  prescribed  pursuant  to
  section eighteen-a of this chapter shall be paid to the superintendent.
2.  There shall be submitted, in duplicate, to the superintendent with
  the plan of acquisition of stock, a  certificate  of  the  president  or
  secretary of the company, certifying that such plan has been approved by
  the  board  of  directors  or  other  governing body of his company by a
  majority vote of all the members  thereof,  and  a  certificate  of  the
  president,  secretary or cashier of each corporation, the acquisition of
  all the capital stock of which is provided  for,  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  the  county  in  which such 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.
3. If no action to be  taken  pursuant  to  the  plan  of  acquisition
  requires  approval of the superintendent pursuant to section one hundred
  forty-three-b of this  article,  the  superintendent  shall  approve  or
  disapprove  of  a proposed plan of acquisition within one hundred twenty
  days  after  the  submission  of  such  plan  of  acquisition,  and   in
  determining  whether  or not to approve any such plan the superintendent
  shall take into consideration the declaration  of  policy  contained  in
  section  ten  of  this chapter. If the superintendent shall approve such
  plan of acquisition, the superintendent shall file  the  plan,  together
  with  such  certificates  and  the  original  of  the  approval  of  the
  superintendent in the office of the superintendent. Upon such filing  in
  the  office  of  the  superintendent,  the  plan,  and  the acquisitions
  provided for therein, shall become effective, unless  a  later  date  is
  specified  in  the  plan,  in which event the plan and such acquisitions
  shall become effective upon such later date.
4. Any stockholder of any such corporation, entitled to vote  on  such
  plan  of  acquisition, who does not assent thereto shall, subject to and
  by complying with section six thousand twenty-two of this chapter,  have

  the  right  to  receive  payment of the fair value of such stockholder's
  shares and the other rights and benefits provided by such section.
5.  Notwithstanding the provisions of subdivisions one, two, three and
  four of this section,  the  superintendent  of  financial  services,  by
  general  regulation,  may  establish  particular procedures enabling the
  acquisition of all the capital stock of a  stock-form  savings  bank  or
  stock-form  savings  and  loan  association  by a company having capital
  stock divided into shares, provided that such acquisition occurs as part
  of a transaction  in  which  such  savings  bank  or  savings  and  loan
  association is converted from mutual to stock form.
6.  Notwithstanding  the  provisions  of  subdivision three of section
  two-b of this chapter, when applying this section to  limited  liability
  trust companies, the term "capital stock" shall mean the equity interest
  of  a  member as set forth in the company's articles of organization or,
  in the absence of such a provision, the equity interest represented by a
  member's right to a proportionate share of the profits of the company.