2023 New York Laws › BNK - Banking › Article 13 - Merger; Voluntary Dissolution; Superintendent's Taking Possession; Reorganization; Liquidation › 604-A - Transfer of Fiduciary Relationships.

§ 604-a.  Transfer  of  fiduciary  relationships.  1.  If  any banking
  institution,  including  a  bank  or  trust  company,  national  banking
  association,  savings  bank,  savings  and  loan  association, federally
  chartered savings bank, federally chartered savings  association,  or  a
  branch  or  agency of a foreign banking corporation licensed pursuant to
  article  two  of  this  chapter,  located  in  this  state,  shall  have
  transferred  all  or  substantially all of its assets to another banking
  institution in a transaction subject  to  this  chapter  pursuant  to  a
  written  agreement  between  the  transferor  and transferee whereby the
  transferee  has  assumed  the  deposit  liabilities,  if  any,  of   the
  transferor  and  has agreed to assume all fiduciary relationships of the
  transferor, the transferee may file in the office of the  superintendent
  a  certificate  in its name and under its seal, signed by its president,
  secretary or cashier, setting forth a copy of such agreement and stating
  that the transferee assumes all of the fiduciary  relationships  of  the
  transferor  pursuant  to  the  provisions  of  this  section;  provided,
  however, that such certificate shall not be filed unless the approval of
  the superintendent shall have been endorsed thereon or  annexed  thereto
  before  filing.  In  the case of a branch or agency licensed pursuant to
  article two of this chapter that seeks to participate in  a  transaction
  described in this section, such branch or agency shall be subject to the
  application and approval requirements governing acquisition transactions
  set  forth  in  sections six hundred one-a and six hundred one-b of this
  article.
2.  Upon  the  filing  of  such  certificate  in  the  office  of  the
  superintendent,  all  of  the property, rights, powers and franchises of
  the transferor as  fiduciary  shall  vest  in  the  transferee  and  the
  transferee   shall   be  deemed  to  have  assumed  all  of  the  debts,
  liabilities, obligations and duties of the transferor as fiduciary,  and
  to  have succeeded to all the fiduciary relationships of the transferor,
  as fully and with the same effect as is provided in sections one hundred
  thirty-six-c and six hundred two of  this  chapter  in  the  case  of  a
  merger,  and  any  reference  to  the  transferor  as  fiduciary  in any
  capacity, contained in any contract, will or document, whether  executed
  or  taking  effect before or after the filing of such certificate in the
  office of the superintendent, shall be considered  a  reference  to  the
  transferee  if  not  inconsistent  with  the  other  provisions  of  the
  contract, will or document.
3. For purposes of this section, the fiduciary  relationships  of  the
  transferor  shall include all relationships as agent, trustee, guardian,
  receiver, committee,  conservator,  executor,  administrator,  or  other
  fiduciary  in  any  capacity or for any purpose mentioned in section one
  hundred of this chapter, and all  relationships  of  the  transferor  as
  bailee or depositary of personal property.
4.  This  section  shall  not  be  deemed to authorize a transferee to
  assume any fiduciary relationship of a kind which it would not otherwise
  have power to undertake and perform. Nothing in this  section  shall  be
  deemed  to  authorize  any such transferee to maintain as its own office
  any office previously maintained by the transferor,  and  authority,  if
  any,  to  maintain  any  such office shall be governed by the applicable
  provisions of law other than this section. This  section  shall  not  be
  deemed  to  apply to contracts of the transferor for the leasing of safe
  deposit boxes or vaults.