New York Codes, Rules and Regulations › Title 23 - FINANCIAL SERVICES › Chapter I - Regulations of the Superintendent of Financial Services › Part 200 - VIRTUAL CURRENCIES › Section 200.11 - Change of control; mergers and acquisitions

Current through Register Vol. 46, No. 28, July 10, 2024
(a) Change of Control. No action shall be
				taken, except with the prior written approval of the superintendent, that may
				result in a change of control of a Licensee.
(1) Prior to any change of control, the
				Person seeking to acquire control of a Licensee shall submit a written
				application to the superintendent in a form and substance acceptable to the
				superintendent, including but not limited to detailed information about the
				applicant and all directors, Principal Officers, Principal Stockholders, and
				Principal Beneficiaries of the applicant, as applicable.
(2) For purposes of 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 Licensee whether
				through the ownership of stock of such Licensee, the stock of any Person that
				possesses such power, or otherwise. Control shall be presumed to exist if a
				Person, directly or indirectly, owns, controls, or holds with power to vote ten
				percent or more of the voting stock of a Licensee or of any Person that owns,
				controls, or holds with power to vote ten percent or more of the voting stock
				of such Licensee. No Person shall be deemed to control another Person solely by
				reason of his being an officer or director of such other Person.
(3) The superintendent may determine upon
				application that any Person does not or will not upon the taking of some
				proposed action control another Person. Such determination shall be made within
				30 days or such further period as the superintendent may prescribe. The filing
				of an application pursuant to this Subsection in good faith by any Person shall
				relieve the applicant from any obligation or liability imposed by this Section
				with respect to the subject of the application until the superintendent has
				acted upon the application. The superintendent may revoke or modify his or her
				determination, after notice and opportunity to be heard, whenever in his or her
				judgment revocation or modification is consistent with this Part. The
				superintendent may consider the following factors in making such a
				determination:
i) whether such Person's
				purchase of common stock is made solely for investment purposes and not to
				acquire control over the Licensee;
ii) whether such Person could direct, or
				cause the direction of, the management or policies of the Licensee;
iii) whether such Person could propose
				directors in opposition to nominees proposed by the management or board of
				directors of the Licensee;
iv)
				whether such Person could seek or accept representation on the board of
				directors of the Licensee;
v)
				whether such Person could solicit or participate in soliciting proxy votes with
				respect to any matter presented to the shareholders of the Licensee; or
vi) any other factor that indicates
				such Person would or would not exercise control of the
				Licensee.
(4) The
				superintendent shall approve or deny every application for a change of control
				of a Licensee hereunder within 120 days from the filing of an application
				deemed by the superintendent to be complete. Such period of 120 days may be
				extended by the superintendent, for good cause shown, for such additional
				reasonable period of time as may be required to enable compliance with the
				requirements and conditions of this Part.
(5) In determining whether to approve a
				proposed change of control, the superintendent shall, among other factors, take
				into consideration the public interest and the needs and convenience of the
				public.