2023 New York Laws › BNK - Banking › Article 9 - Licensed Lenders › 345 - Application for Acquisition of Control of Licensed Lender by Purchase of Stock.

§ 345.  Application  for  acquisition of control of licensed lender by
  purchase of stock. 1. Prior to the acquisition of control of a  licensee
  under  this  article by means of the acquisition of the capital stock or
  equity interests in such licensee or  in  any  person  who  directly  or
  indirectly controls such licensee, the person desirous of acquiring such
  capital  stock  or other equity interests shall make written application
  to the superintendent. Such application shall be in such form and  shall
  contain  such  information,  including  the  information  required under
  section three hundred forty-one of this article, as  the  superintendent
  may  require  and such applicant, at the time of making such application
  if not licensed, shall pay to the superintendent an investigation fee as
  prescribed pursuant to section  eighteen-a  of  this  chapter.  If  such
  licensee is licensed, upon payment of an investigation fee as prescribed
  pursuant to section eighteen-a of this chapter, the superintendent shall
  approve  the  acquisition  if  it  is  found that such acquisition is in
  accordance with the purposes of this article.  If  such  person  is  not
  licensed,  the  superintendent  shall  determine  whether  the financial
  responsibility,  experience,  character,  and  general  fitness  of  the
  applicant,  and of the members thereof if the applicant be a partnership
  or  association,  and  of  the  officers,  directors   and   controlling
  stockholders  thereof  if the applicant be a corporation, are such as to
  command the confidence of the community and to warrant belief  that  the
  business  will  be operated honestly, fairly, and efficiently within the
  purpose of this article. Unless the  superintendent  shall  have  denied
  such  application  in  writing within ninety days of the filing thereof,
  such application shall be deemed approved. If no  such  application  has
  been  made,  the  license  for  each  place  of  business maintained and
  operated by the licensee shall, at the discretion of the superintendent,
  become null and void and each such license shall be surrendered  to  the
  superintendent.  In  addition,  the  superintendent may, in a proceeding
  after notice and a hearing, require any person who has  failed  to  make
  application pursuant to this subdivision to pay the people of this state
  a  penalty  in an amount as determined pursuant to section forty-four of
  this chapter for each day of said violation.
As used in  this  subdivision,  (a)  the  term  "person"  includes  an
  individual,   partnership,   corporation,   association   or  any  other
  organization and (b) 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 person, whether by means of  the  ownership
  of the voting stock or equity interests of such person or of one or more
  persons  controlling such person, by means of a contractual arrangement,
  or otherwise. Control shall be presumed to exist if any person  directly
  or  indirectly  owns,  controls  or holds with the power to vote ten per
  centum or more of the voting stock or equity  interests  of  the  person
  desirous  of  continuing  to  maintain and operate a licensee's place of
  business or of any entity which directly  or  indirectly  controls  such
  person.  The  superintendent  may, upon the application of a licensee or
  any such person or entity,  determine  whether  or  not  the  ownership,
  control  or holding of such voting stock or equity interests constitutes
  or would constitute control for purposes of this subdivision.
2. 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 subdivision one of this  section
  shall  not  apply  to  a  transfer of control by operation of law to the
  legal representative, as hereinafter defined, of one who has control  of
  a  licensee. Thereafter, such legal representative shall comply with the
  provisions of  subdivision  one  of  this  section.  The  provisions  of

  subdivision  one  of  this section shall be applicable to an application
  made under such 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.