2023 New York Laws › BNK - Banking › Article 13 - Merger; Voluntary Dissolution; Superintendent's Taking Possession; Reorganization; Liquidation › 601-A - Purchase of Assets.

§ 601-a.  Purchase of assets. 1. The following acquisitions are hereby
authorized whether by purchase or otherwise, other than  by  merger,  of
all or a substantial part of the assets of:
(a)  One  or  more corporations organized under the laws of this state
and subject to the provisions of article three, article eight or article
twelve of this chapter by another corporation subject to the  provisions
of the same article.
(b) One or more safe deposit companies by a bank or trust company.
(c) One or more mutual savings banks by another mutual savings bank.
(d) One or more mutual savings and loan associations by another mutual
savings and loan association.
(e) One or more stock-form savings banks by another stock-form savings
bank.
(f)  One  or  more stock-form savings and loan associations by another
stock-form savings and loan association.
(g) One or more banks, trust companies, stock-form  savings  banks  or
stock-form  savings and loan associations, with one or more out-of-state
banks or out-of-state trust companies  as  such  terms  are  defined  in
section two hundred twenty-two of this chapter.
(h) One or more banking institutions by another banking institution as
the  superintendent  may  authorize.  For  purposes of this paragraph, a
branch or agency of a foreign banking corporation licensed  pursuant  to
article  two  of  this  chapter  and  seeking approval for a transfer of
fiduciary relationships pursuant to section six hundred four-a  of  this
chapter  shall  be  considered a banking institution. The superintendent
may promulgate such regulations as he or she deems necessary and  proper
to implement and define the provisions of this paragraph.
2.  A written plan providing for the acquisition by one corporation of
the  assets  of  another  shall  be  submitted,  in  duplicate,  to  the
superintendent  by  both  corporations.  Such  plan  shall  be  in  form
satisfactory to the superintendent, shall specify the  selling  and  the
acquiring  corporation,  and shall prescribe the terms and conditions of
the acquisition and the mode of carrying it into effect.
At the time of submission for action  by  the  superintendent  of  the
written   plan  of  acquisition  of  assets,  an  investigation  fee  as
prescribed pursuant to section eighteen-a of this chapter shall be  paid
to  the  superintendent;  provided,  however,  that no investigation fee
shall be payable under this subdivision with respect to  an  acquisition
to which subdivision two of section six hundred one-b of this article is
applicable.
3.  There shall also be submitted, in duplicate, to the superintendent
with the plan of acquisition of assets, a certificate of the  president,
secretary  or  cashier  of the selling corporation and, in the event the
assets of the selling corporation shall exceed ten  per  centum  of  the
assets  of  the  acquiring  corporation,  of  the acquiring 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, 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 the selling corporation
and, if applicable, the acquiring 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.
5. Nothing contained in this section six hundred and  one-a  shall  be
construed  to  prohibit  any other purchase of assets which is otherwise
permitted by applicable law.