2023 New York Laws › BNK - Banking › Article 3-A - Bank Holding Companies; Control of Banking Institutions › 143-B - Acquisition by Companies of Control of Banking Institutions.

§ 143-b.  Acquisition by companies of control of banking institutions.
  1.   It shall  be  unlawful  except  with  the  prior  approval  of  the
  superintendent  for  any  company  to  acquire  control  of  any banking
  institution,  directly  or  indirectly,  provided,  however,  that   the
  provisions  of  this  section  shall  not  apply  to a company which has
  submitted to the  superintendent  a  plan  of  acquisition  pursuant  to
  section one hundred forty-three-a of this article for an acquisition not
  involving  a  change  of  control of the banking institution. 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 banking institution,  whether  through  the
  ownership  of voting stock of such banking institution, the ownership of
  voting stock of any company which possesses  such  power  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 banking institution or of any
  company which owns, controls or holds with power to vote ten per  centum
  or  more  of the voting stock of such banking institution, but no person
  shall be deemed to control a banking institution solely by reason of his
  or her being an officer or  director  of  such  banking  institution  or
  company. The superintendent may in the superintendent's discretion, upon
  the  application of a banking institution or any company which, directly
  or indirectly, owns, controls or holds with power to vote  or  seeks  to
  own, control or hold with power to vote any voting stock of such banking
  institution,  determine whether or not the ownership, control or holding
  of  such  voting  stock  would  constitute  control  of   such   banking
  institution for purposes of this section.
2.  A company desiring to acquire control of a banking institution may
  file application therefor, in writing, with the superintendent  and  pay
  an  investigation  fee  as  prescribed pursuant to section eighteen-a of
  this chapter to the superintendent. The application shall  contain  such
  information  as the superintendent, by rule or regulation, may prescribe
  as necessary or appropriate for the purpose of making the  determination
  required by subdivision three of this section.
3.  Upon  receipt  of  such application, the superintendent shall post
  notice of the receipt thereof upon the bulletin board of the  department
  of  financial  services. The superintendent shall by order grant or deny
  the application and shall state the reasons for such grant or denial. An
  order shall be issued within one hundred twenty days after the  date  of
  the  submission  of  the  application  to  the superintendent and a copy
  thereof shall be posted upon the bulletin board  of  the  department  of
  financial  services.  In  determining whether or not to approve any such
  application, the superintendent shall take into  consideration  (i)  the
  declaration  of  policy  contained  in  section ten of the chapter, (ii)
  whether the effect of such action shall be consistent with  adequate  or
  sound banking and the preservation thereof, or result in a consolidation
  of  assets  beyond  limits  consistent with effective competition, (iii)
  whether such acquisition of control may result in such  a  lessening  of
  competition  as  to  be  injurious to the interest of the public or tend
  toward monopoly, and (iv) primarily, the public interest and  the  needs
  and convenience thereof.
4.  A  company does not control a banking institution by virtue of its
  ownership or control of: (a) stock acquired by a company in  good  faith
  in a fiduciary capacity, except where such stock is held for the benefit
  of  stockholders  or members of such company; (b) voting rights of stock
  acquired in the course of a proxy solicitation by a company  formed  for
  the  sole  purpose  of participating in proxy solicitations by virtue of
  its control of voting rights of stock acquired in  the  course  of  such

  solicitation;  (c)  stock  acquired  by a company in connection with its
  underwriting of securities if such shares are held only for such  period
  of time as will permit the sale thereof on a reasonable basis; (d) stock
  acquired  by  a company in settlement or reduction of a loan, or advance
  of credit, or in exchange for an  investment  previously  made  in  good
  faith and in the ordinary course of business, provided that any stock so
  acquired shall be disposed of within a period of two years from the date
  upon  which it was acquired unless the superintendent shall, in writing,
  authorize such banking institution to  hold  such  stock  for  a  longer
  period;  or  (e)  stock  dividends,  stock  splits,  or additional stock
  acquired by a bank holding company, or by  any  subsidiary  thereof,  in
  exercise of its preemptive right as a stockholder.
5.  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 subdivisions one, two and three
  of this section shall not apply to a transfer of control by operation of
  law to the legal representative, as hereinafter defined,  of  a  company
  which  has  control  of  a  banking  institution. Thereafter, such legal
  representative shall comply with the provisions of subdivisions one  and
  two of this section. The provisions of subdivision three of this section
  shall be applicable to an application made under this section by a legal
  representative.
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  an  ancillary  capacity  thereto  in  accordance  with  the
  provisions of such court appointment.
If any provision of this section, or the application of such provision
  to any individual, company, corporation or circumstance, shall  be  held
  invalid,  the  remainder of this section, and the application thereof to
  anyone other than one to which it is held invalid, shall not be affected
  thereby.