2023 New York Laws › BNK - Banking › Article 13 - Merger; Voluntary Dissolution; Superintendent's Taking Possession; Reorganization; Liquidation › 601 - Merger Agreement; Authorization; Approval; Filing.

§ 601. Merger agreement; authorization; approval; filing. 1. A written
  plan  of  merger shall be submitted, in duplicate, to the superintendent
  by the corporations which are to merge.  Such  plan  shall  be  in  form
  satisfactory to the superintendent, shall specify each corporation to be
  merged  and  the corporation which is to receive into itself the merging
  corporation  or  corporations,  and  shall  prescribe  the   terms   and
  conditions  of  the merger and the mode of carrying it into effect. Such
  plan may provide the name to be borne by the receiving  corporation  and
  such  name  may  be the name of any corporation which is a party to such
  plan or a new name. Such plan  may  also  name  the  persons  who  shall
  constitute   the  board  of  directors  or  trustees  of  the  receiving
  corporation after the merger shall have been accomplished, provided that
  the number and qualifications of such persons  shall  be  in  accordance
  with  the  provisions  of  this  chapter  relating  to  the  number  and
  qualifications of directors or trustees of such a  corporation;  or,  in
  the  case  of stock corporations, such plan may provide for a meeting of
  the stockholders to elect a board of directors within sixty  days  after
  such  merger,  and  may make provision for conducting the affairs of the
  corporation meanwhile. In the case of savings banks, such plan may  also
  provide  that the place or places of business of the merging bank may be
  maintained as an office or offices of the receiving bank as provided  in
  paragraph  (c)  of  subdivision two of section two hundred forty of this
  chapter.
At the time of submission for action  by  the  superintendent  of  the
  written  plan  of merger, an investigation fee as prescribed pursuant to
  section eighteen-a of this chapter shall be paid to the superintendent.
2. In the case of stock corporations, there  shall  be  submitted,  in
  duplicate,  to the superintendent with the plan of merger, a certificate
  of the president, secretary or cashier of each of the corporations which
  are to merge, 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 any of the merging
  corporations 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, except that
  such certificate of the president, secretary or cashier of the receiving
  corporation need not certify that such plan was submitted to or approved
  by vote of the stockholders of such corporation if (a) the total  assets
  of  the merging corporation or corporations do not exceed ten per centum
  of the total assets of the receiving corporation and  (b)  the  plan  of
  merger  does  not  change  the  name or the authorized shares of capital
  stock of the receiving corporation or make or require any  other  change
  or  amendment  for  which the approval or consent of stockholders of the
  receiving corporation would be required under provisions  of  law  other
  than this section.
3.  In  the  case  of  mutual  savings  banks, mutual savings and loan
  associations or credit unions, there shall be submitted,  in  duplicate,
  to  the  superintendent  with  the  plan of merger, a certificate of the
  president, secretary or cashier of each of the corporations which are to
  merge, certifying that such plan has been submitted to a special meeting
  of the board of trustees or directors of his corporation, that a  notice
  of  at  least fifteen days, specifying the time, place and object of the
  meeting, together with a copy of  the  plan  has  been  mailed  to  each

  trustee or director and that such plan has been approved at such meeting
  by  a vote of two-thirds of all the members of such board of trustees or
  directors.
4.  In  the  case  of  merger of a safe deposit company into a bank or
  trust company  which  owns  at  least  ninety-five  per  centum  of  the
  outstanding  shares  of  each  class  of  the stock of such safe deposit
  company, in lieu of compliance with subdivisions one  and  two  of  this
  section  there  may  be submitted, in duplicate, to the superintendent a
  written plan of  merger  in  form  satisfactory  to  the  superintendent
  stating  that such safe deposit company as the merging corporation is to
  be merged into such bank or trust company as the  receiving  corporation
  and  setting  forth any necessary or appropriate terms and conditions of
  the merger and provisions for carrying it into effect, including, if the
  receiving corporation does not own all  the  outstanding  stock  of  the
  merging  corporation,  provisions  with  respect  to  the  cash or other
  consideration to be paid or delivered to the stockholders of the merging
  corporation (other than  the  receiving  corporation)  upon  the  merger
  becoming  effective  and upon the surrender of their shares. There shall
  be submitted, in duplicate, to the  superintendent  with  such  plan  of
  merger,  a  certificate  of  the  president, secretary or cashier of the
  merging corporation and of the receiving  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. The certificate of the
  president, secretary or cashier of the merging corporation shall certify
  the extent  of  the  ownership  by  the  receiving  corporation  of  the
  outstanding  capital  stock of the merging corporation. If the receiving
  corporation does not own  all  the  outstanding  stock  of  the  merging
  corporation,  the  certificate of the president, secretary or cashier of
  the merging corporation shall also certify that there has been mailed to
  each  of  its  stockholders  of  record  (other   than   the   receiving
  corporation),  at  the  address  appearing upon the books of the merging
  corporation, a copy of the plan of merger. Any  holder  of  a  share  or
  shares  of  stock  of the merging corporation not owned by the receiving
  corporation may, at any time prior to  the  expiration  of  twenty  days
  after  the  date of mailing of the plan of merger to the stockholders of
  the merging corporation, object to the merger and demand payment for his
  stock. Such objection and demand must be in writing and filed  with  the
  receiving  corporation.  Thereupon  such  stockholder  and the receiving
  corporation shall have the right to have such stock appraised  and  paid
  for  as  provided  in  section  six thousand twenty-two of this chapter,
  subject to the conditions and provisions of said section (other than the
  conditions and provisions of subdivisions one, two and  three  thereof);
  except that (a) the time within which the receiving corporation may mail
  to  such  stockholder a written offer accompanied by a balance sheet and
  profit and loss statement of the  merging  corporation  as  provided  in
  subdivision  seven  of  said  section shall expire thirty days after the
  merger takes effect, (b) all references in  subdivision  eight  of  said
  section to the stockholders' authorization date shall be deemed to refer
  to  the date of mailing of the plan of merger to the stockholders of the
  merging corporation, and (c) all  references  in  said  section  to  the
  notice  of election to dissent shall be deemed to refer to the demand of
  a stockholder of the merging corporation for payment of his stock.