2023 New York Laws › BNK - Banking › Article 8 - Safe Deposit Companies. › 324 - Change of Control.

§ 324.  Change  of  control.  1. It shall be unlawful, except with the
prior approval of the superintendent, for any  company,  as  defined  in
subdivision  two  of  section  one hundred forty-one of this chapter, to
directly or indirectly acquire  control  of  any  safe  deposit  company
subject to the provisions of this article.
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 safe deposit company, whether by  means
of  the  ownership  of the voting stock or equity interests of such safe
deposit company or of  one  or  more  companies  controlling  such  safe
deposit  company  by  means  of a contractual arrangement, 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 safe deposit company or of any
company which owns, controls or holds with power to vote ten per  centum
or  more of the voting stock of such safe deposit company, but no person
shall be deemed to control a safe deposit company solely  by  reason  of
his  being  an  officer  or  director  of such safe deposit company. The
superintendent may, in his discretion, upon the application  of  a  safe
deposit  company  or  any  company  which, directly or indirectly, owns,
controls or holds with power to vote or seeks to own, control  or  holds
with  power  to  vote  any  voting  stock  of such safe deposit company,
determine whether or not the  ownership,  control  or  holding  of  such
voting  stock  constitutes  or  would  constitute  control  of such safe
deposit company for purposes of this section.
2. (a) A company which seeks to acquire  control  of  a  safe  deposit
company  subject  to the provisions of this article shall file a written
application therefor with the superintendent and  pay  an  investigation
fee  as prescribed pursuant to section eighteen-a of this chapter to the
superintendent. The application shall be in such form and shall  contain
such information as the superintendent may require.
(b)  The  superintendent  shall  disapprove  the  proposed exercise of
control of  any  safe  deposit  company  if,  after  notice  to  and  an
opportunity  to be heard by the applicant and such safe deposit company,
he  finds  the  acquisition  of  control  therein  contrary  to  law  or
determines  that  disapproval  is  reasonably  necessary  to protect the
interests of the people of this state. In making such determination, the
superintendent  shall  only  consider   (i)   whether   the   character,
responsibility and general fitness of the company which seeks to control
such  safe deposit company are such as to command confidence and warrant
belief that the business of such safe deposit company will  be  honestly
and  efficiently  conducted  in  a  manner  consistent  with  the public
interest, the interests of bailors and creditors of  such  safe  deposit
company and (ii) whether the exercise of control may impair the safe and
sound  conduct  of  the  business  of  such  safe  deposit  company, the
conservation of its assets, or public confidence in its business. Unless
the superintendent shall have denied such application in writing  within
ninety  days of the receipt thereof, or shall have advised the applicant
in writing before the expiration of ninety days of his determination  to
extend  such  period an additional sixty days, such application shall be
deemed approved.
(c) 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 this subdivision shall not apply
to a transfer of control by operation of law to a legal  representative,
as hereinafter defined, who has control of a safe deposit company.
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 a ancillary capacity thereto in accordance with the provisions
of such court appointment.