senate Bill S4193A

Relates to certain provisions regarding foreign banking corporations

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Bill Status


  • Introduced
  • In Committee
  • On Floor Calendar
    • Passed Senate
    • Passed Assembly
  • Delivered to Governor
  • Signed/Vetoed by Governor
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actions

  • 23 / Mar / 2011
    • REFERRED TO BANKS
  • 30 / Mar / 2011
    • 1ST REPORT CAL.282
  • 31 / Mar / 2011
    • 2ND REPORT CAL.
  • 04 / Apr / 2011
    • ADVANCED TO THIRD READING
  • 12 / Apr / 2011
    • AMENDED ON THIRD READING 4193A
  • 16 / May / 2011
    • PASSED SENATE
  • 16 / May / 2011
    • DELIVERED TO ASSEMBLY
  • 16 / May / 2011
    • REFERRED TO BANKS
  • 04 / Jan / 2012
    • DIED IN ASSEMBLY
  • 04 / Jan / 2012
    • RETURNED TO SENATE
  • 04 / Jan / 2012
    • REFERRED TO BANKS
  • 28 / Mar / 2012
    • 1ST REPORT CAL.474
  • 29 / Mar / 2012
    • 2ND REPORT CAL.
  • 30 / Mar / 2012
    • ADVANCED TO THIRD READING
  • 17 / Apr / 2012
    • PASSED SENATE
  • 17 / Apr / 2012
    • DELIVERED TO ASSEMBLY
  • 17 / Apr / 2012
    • REFERRED TO BANKS

Summary

Treats a branch or agency of a foreign banking corporation licensed under article 5 of the banking law as a banking institution for the purposes of provisions governing the purchase of assets and with regard to the transfer of fiduciary relationships.

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Bill Details

Versions:
S4193
S4193A
Legislative Cycle:
2011-2012
Current Committee:
Assembly Banks
Law Section:
Banking Law
Laws Affected:
Amd ยงยง601-a & 604-a, Bank L

Sponsor Memo

BILL NUMBER:S4193A

TITLE OF BILL:
An act
to amend the banking law, in relation to certain provisions relating to
foreign banking corporations

PURPOSE:
To clarify and streamline the ability of foreign banking corporations
to enter into merger and purchase transactions.

SUMMARY OF PROVISIONS:
Section 1 of the bill amends Section 601-a of the Banking Law to
clarify the authority of New York-chartered banking institutions to
engage in an acquisition transaction with out-of-state banks. It also
clarifies that New York licensed branches and agencies of foreign
banks are considered banking institutions subject to the requirements
of Section 601-a if they participate in an acquisition transaction
involving a bulk transfer of fiduciary relationships authorized under
Section 604-a. The bill also adds language to clarify the
Superintendent's authority to authorize additional acquisition
transactions, as well as to implement this provision through
rulemaking.

Section 2 of the bill amends Section 604-a of the Banking Law to
clarify that New York licensed branches and agencies of foreign
banking corporations may engage in a transaction with another banking
institution involving the transfer of all or substantially all of the
assets of the transferor institution, in which the transferee
institution agrees to assume all of the fiduciary relationships of
the transferor institution, and in which the transferee files a
certificate for approval and endorsement by the superintendent,
indicating that the transferee has succeeded to all the rights and
obligations of the transferor with respect to such fiduciary
relationships.

EXISTING LAW:
Section 601-a of the Banking Law enumerates the types of
authorized acquisition transactions which may occur between two New
York banking institutions as well as between New York banking
institutions and other banking institutions.

Section 604-a of the Banking Law authorizes a bulk transfer of
fiduciary relationships as part of a transaction between banking
institutions in which the transferee corporation is assuming all
or substantially all of the assets, as well as the deposit liabilities,
if any, of the transferor corporation.

JUSTIFICATION:
The Banking Law currently contains provisions which authorize banking
institutions to enter into purchase and assumption agreements with

other institutions, and to transfer fiduciary relationships between
institutions. This bill amends these laws to clarify and ensure that
they apply to branches and agencies of foreign banking corporations.

The foreign banking community is a very important contributor to the
economy of New York State and New York City, and to our reputation as
the world's financial center. In fact, the vast majority of foreign
banking corporations which have offices in the United States are
subject to the regulatory jurisdiction of the New York State Banking
Department. These regulated entities hold over 80% of the assets held
by foreign bank offices located in the United States.

There has been some uncertainty about whether the existing laws
regarding purchases and transfers apply to the branches and agencies
of foreign banking corporations. This legislation will clarify and
ensure that these institutions can enter into these types of
transactions.

This will enhance the attractiveness of the New York license for
foreign banking corporations seeking to operate in New York.
Otherwise, these foreign banks would have to engage in additional
lengthy and costly steps to undertake these types of business
transactions. This measure improves the regulatory process, thereby
helping to keep these institutions in New York and keeping them in
the state charter system.

FISCAL IMPLICATIONS:
None.

EFFECTIVE DATE:
Immediately.

view bill text
                    S T A T E   O F   N E W   Y O R K
________________________________________________________________________

                                 4193--A
    Cal. No. 282

                       2011-2012 Regular Sessions

                            I N  S E N A T E

                             March 23, 2011
                               ___________

Introduced  by  Sens.  GRIFFO, FARLEY -- read twice and ordered printed,
  and when printed to be committed to the Committee on Banks -- reported
  favorably from said committee, ordered to  first  and  second  report,
  ordered  to  a third reading, amended and ordered reprinted, retaining
  its place in the order of third reading

AN ACT to amend the banking  law,  in  relation  to  certain  provisions
  relating to foreign banking corporations

  THE  PEOPLE OF THE STATE OF NEW YORK, REPRESENTED IN SENATE AND ASSEM-
BLY, DO ENACT AS FOLLOWS:

  Section 1.  Paragraph (g) of subdivision 1 of  section  601-a  of  the
banking  law,  as amended by chapter 152 of the laws of 1993, is amended
to read as follows:
  (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 AS SUCH TERM IS DEFINED IN SECTION TWO HUNDRED TWENTY-TWO OF  THIS
CHAPTER.
  (H)  One  or  more banking institutions by another banking institution
[to the extent permitted under regulations of the banking board] 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.
  S  2. Section 604-a of the banking law, as added by chapter 743 of the
laws of 1958, the section heading and subdivision 1 as amended by  chap-
ter  297 of the laws of 1993, subdivision 2 as amended by chapter 489 of
the laws of 1963 and subdivision 3 as amended by chapter 115 of the laws
of 1981, is amended to read as follows:
  S 604-a. Transfer of fiduciary relationships [of  a  banking  institu-
tion]. 1. If any banking institution, including a bank or trust company,
national  banking  association,  savings  bank, savings and loan associ-
ation, federally chartered savings  bank,  federally  chartered  savings

 EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
                      [ ] is old law to be omitted.
                                                           LBD10443-02-1

S. 4193--A                          2

[and  loan]  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  [corporations]  whereby  the  transferee  [corporation]  has
assumed the deposit liabilities, if any, of the transferor [corporation]
and has agreed to assume all fiduciary relationships of  the  transferor
[corporation],  the  transferee  [corporation] may file in the office of
the superintendent a certificate in its name and under  its  [corporate]
seal,  signed  by  its  president, secretary or cashier, setting forth a
copy of such agreement and stating  that  the  transferee  [corporation]
assumes  all  of  the  fiduciary relationships of the transferor [corpo-
ration] 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
CHAPTER.
  2. Upon the filing of such certificate in the  office  of  the  super-
intendent,  all  of  the  property, rights, powers and franchises of the
transferor [corporation] as  fiduciary  shall  vest  in  the  transferee
[corporation]  and  the transferee [corporation] shall be deemed to have
assumed all of the debts, liabilities, obligations  and  duties  of  the
transferor  [corporation] as fiduciary, and to have succeeded to all the
fiduciary relationships of the transferor [corporation],  as  fully  and
with the same effect as is provided in sections one hundred thirty-six-c
and  six  hundred  two in the case of a merger, and any reference to the
transferor [corporation] 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  superinten-
dent, shall be considered a reference to the transferee [corporation] if
not  inconsistent  with  the  other  provisions of the contract, will or
document.
  3. For [the] purposes of this section, the fiduciary relationships  of
the transferor shall include all relationships as agent, trustee, guard-
ian, receiver, committee, conservator, executor, administrator, or other
fiduciary  in  any  capacity or for any purpose mentioned in section one
hundred, and all relationships of the transferor as bailee or depositary
of personal property.
  4. This section shall not be deemed to authorize a transferee  [corpo-
ration]  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 [corporation]
to maintain as its own office any office previously  maintained  by  the
transferor  [corporation],  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.
  S 3. This act shall take effect immediately.

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