S T A T E   O F   N E W   Y O R K
 ________________________________________________________________________
 
                                   2679
 
                        2023-2024 Regular Sessions
 
                             I N  S E N A T E
 
                             January 24, 2023
                                ___________
 
 Introduced  by  Sen. BRESLIN -- read twice and ordered printed, and when
   printed to be committed to the Committee on Insurance
 
 AN ACT in relation to authorizing and empowering CREF  to  combine  with
   TIAA,  with  TIAA  continuing  in  existence  as  the surviving entity
   following such combination and with CREF ceasing  to  be  a  corporate
   entity;  and  to  repeal  chapter 124 of the laws of 1952, relating to
   incorporating the college retirement equities fund for the benefit  of
   the teaching profession
 
   THE  PEOPLE OF THE STATE OF NEW YORK, REPRESENTED IN SENATE AND ASSEM-
 BLY, DO ENACT AS FOLLOWS:
 
   Section 1. Chapter 124 of the laws of 1952, relating to  incorporating
 the  college  retirement  equities  fund for the benefit of the teaching
 profession, is REPEALED.
   § 2. Definitions. For purposes of this act the following  terms  shall
 have the following meanings:
   (a)  "CREF"  shall  mean  the College Retirement Equities Fund, formed
 pursuant to chapter 124 of the laws of 1952 as a companion  organization
 to TIAA for the issuance of variable annuity contracts;
   (b) "CREF Board of Governors" shall mean the individuals designated as
 governors  of CREF, pursuant to chapter 124 of the laws of 1952, who are
 the sole members of CREF;
   (c) "Plan of Combination" shall mean the agreement and plan of  combi-
 nation  of  TIAA  and  CREF  adopted and approved in accordance with the
 provisions of this act;
   (d) "Superintendent" shall mean the superintendent  of  the  New  York
 state department of financial services;
   (e)  "TIAA"  shall mean the Teachers Insurance and Annuity Association
 of America, an insurance company formed pursuant  to  the  laws  of  New
 York;
 
  EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
                       [ ] is old law to be omitted.
                                                            LBD07358-01-3
 S. 2679                             2

              

   (f) "TIAA Board of Governors" shall mean the corporation formed pursu-
 ant  to  chapter 880 of the laws of 1937, which is the sole owner of the
 issued and outstanding stock of TIAA; and
   (g)  "TIAA  Separate  Account" shall mean the separate account of TIAA
 created in connection with the Plan of Combination.
   § 3. (a) Subject to the provisions of this act and the terms set forth
 in the Plan of Combination, CREF is hereby authorized and  empowered  to
 combine  with  TIAA,  with TIAA continuing in existence as the surviving
 entity following such combination and with CREF ceasing to be  a  corpo-
 rate  entity. TIAA shall continue to be an insurance company established
 pursuant to the laws of the state of New York. The TIAA Separate Account
 shall be subject to the insurance laws of the state  of  New  York,  and
 neither the combination nor any transactions contemplated by the Plan of
 Combination  shall  subject  TIAA,  as the surviving entity, or the TIAA
 Separate Account, to the not-for-profit corporation law. The TIAA  Board
 of Governors shall remain subject to the not-for-profit corporation law.
   (b)  Such  combination  shall be deemed a merger under the laws of the
 state of New York, including any laws applicable to insurance  companies
 or  not-for-profit  corporations, and shall be approved by not less than
 two-thirds of the individual governors of the CREF Board of Governors as
 the sole members of CREF, and not less than two-thirds of the individual
 members of the TIAA Board of Governors as the sole shareholder of  TIAA.
 Thereafter,  the  Plan  of  Combination shall be submitted to the Super-
 intendent for approval.  Following the receipt of all  necessary  corpo-
 rate  and  regulatory approvals, including authorization by the TIAA and
 CREF Boards of Governors and TIAA and CREF boards of trustees, a  certi-
 fied  copy  of  the  Plan of Combination with the approval of the Super-
 intendent endorsed thereon shall be filed in the office of the clerk  of
 New  York  County,  and  upon  such  filing the combination shall become
 effective.
   § 4. (a) At the effective time of and pursuant to the Plan of Combina-
 tion, all assets and liabilities of CREF including causes of action  and
 defenses  thereto, shall vest by operation of law in TIAA, and all vari-
 able annuity contracts and certificates issued by CREF and in  force  at
 the effective time of the combination, shall be and become TIAA variable
 annuity  contracts  and  certificates  as  of  the effective time of the
 combination; provided, however, that at the effective time of the combi-
 nation (i) without further act or deed, the assets  and  liabilities  of
 CREF  relating to the outstanding variable annuity contracts and certif-
 icates of CREF shall immediately be assets and liabilities of and  allo-
 cated  to the TIAA Separate Account without such assets becoming general
 account assets of TIAA; and (ii) each investment account of  CREF  imme-
 diately  prior  to  the combination shall comprise an investment sub-ac-
 count of the TIAA Separate Account, with the assets and  liabilities  of
 each  such  investment  account vesting immediately and directly in that
 investment sub-account.
   (b) At the effective time, TIAA shall assume the  obligations  of  the
 CREF  contracts  and certificates, and all holders of CREF contracts and
 certificates shall be notified of the combination.
   (c) At all times, the assets of the TIAA Separate Account, and of each
 investment sub-account, shall be  segregated  from  the  assets  of  the
 general  account of TIAA and any other TIAA separate account and invest-
 ment sub-account. That portion  of  the  assets  of  the  TIAA  Separate
 Account,  and of each investment sub-account, not exceeding the reserves
 and other contract liabilities with respect to the TIAA Separate Account
 and each investment sub-account, shall not be  chargeable  with  liabil-
 S. 2679                             3
 
 ities  arising  out of any other business of TIAA. The income, gains and
 losses, whether or not realized, from assets allocated to the TIAA Sepa-
 rate Account, and each investment sub-account, shall be credited  to  or
 charged  against  the  TIAA Separate Account and each investment sub-ac-
 count without regard to other income, gains or losses of TIAA.
   § 5. This act shall take effect immediately, provided,  however,  that
 section  one  of this act shall take effect at the effective time of the
 combination of TIAA and CREF pursuant to this act, and provided further,
 that the Superintendent of the New York state  department  of  financial
 services  shall notify the legislative bill drafting commission upon the
 occurrence of such effective time in order that the commission may main-
 tain an accurate and timely database of the official text of the laws of
 the State of New York in furtherance of effectuating the  provisions  of
 section  44  of the legislative law and section 70-b of the public offi-
 cers law.

                             
                     S T A T E   O F   N E W   Y O R K
 ________________________________________________________________________
 
                                  2679--A
 
                        2023-2024 Regular Sessions
 
                             I N  S E N A T E
 
                             January 24, 2023
                                ___________
 
 Introduced  by  Sen. BRESLIN -- read twice and ordered printed, and when
   printed to be committed to the Committee  on  Insurance  --  committee
   discharged, bill amended, ordered reprinted as amended and recommitted
   to said committee
 
 AN  ACT  in  relation to authorizing and empowering CREF to combine with
   TIAA, with TIAA  continuing  in  existence  as  the  surviving  entity
   following  such  combination  and  with CREF ceasing to be a corporate
   entity; and to repeal chapter 124 of the laws  of  1952,  relating  to
   incorporating  the college retirement equities fund for the benefit of
   the teaching profession
 
   THE PEOPLE OF THE STATE OF NEW YORK, REPRESENTED IN SENATE AND  ASSEM-
 BLY, DO ENACT AS FOLLOWS:
 
   Section  1. Chapter 124 of the laws of 1952, relating to incorporating
 the college retirement equities fund for the  benefit  of  the  teaching
 profession, is REPEALED.
   §  2.  Definitions. For purposes of this act the following terms shall
 have the following meanings:
   (a) "Attorney General" shall mean the attorney general of the State of
 New York;
   (b) "CREF" shall mean the College  Retirement  Equities  Fund,  formed
 pursuant  to chapter 124 of the laws of 1952 as a companion organization
 to TIAA for the issuance of variable annuity contracts;
   (c) "CREF Board of Governors" shall mean the individuals designated as
 governors of CREF, pursuant to chapter 124 of the laws of 1952, who  are
 the sole members of CREF;
   (d) "CREF Board of Trustees" shall mean, collectively, the trustees of
 CREF  as  appointed  in accordance with applicable law and the organiza-
 tional documents of CREF;
   (e) "Plan of Combination" shall mean, collectively, the agreement  and
 plan  of combination of TIAA and CREF adopted and approved in accordance
 with the provisions of this act to effectuate the combination;
 
  EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
                       [ ] is old law to be omitted.
                                                            LBD07358-02-3
              

 S. 2679--A                          2
 
   (f) "Superintendent" shall mean the superintendent  of  the  New  York
 state department of financial services;
   (g)  "TIAA"  shall mean the Teachers Insurance and Annuity Association
 of America, an insurance company formed pursuant  to  the  laws  of  New
 York;
   (h) "TIAA Board of Governors" shall mean the corporation formed pursu-
 ant  to  chapter 880 of the laws of 1937, which is the sole owner of the
 issued and outstanding stock of TIAA;
   (i) "TIAA Board of Trustees" shall mean, collectively, the trustees of
 TIAA as appointed in accordance with applicable law  and  the  organiza-
 tional documents of TIAA; and
   (j)  "TIAA  Separate  Account" shall mean the separate account of TIAA
 created in connection with the Plan of Combination.
   § 3.  (a) Subject to the provisions of this  act  and  the  terms  set
 forth  in  the  Plan  of  Combination,  CREF  is  hereby  authorized and
 empowered to combine with TIAA, with TIAA continuing in existence as the
 surviving entity following such combination and with CREF ceasing to  be
 a  corporate  entity.  TIAA  shall  continue  to be an insurance company
 established pursuant to the insurance law of  the  State  of  New  York,
 operating  without profit to TIAA or its stockholders. The TIAA Separate
 Account shall be subject to the insurance law of the State of New  York,
 and  shall also operate without profit to itself, TIAA, or TIAA's stock-
 holders. Notwithstanding the foregoing, neither the combination nor  any
 transactions  contemplated  by the Plan of Combination shall cause TIAA,
 as the surviving entity, or the TIAA Separate Account, to be  or  become
 subject  to the not-for-profit corporation law. The TIAA Board of Gover-
 nors shall remain subject to the not-for-profit corporation law.
   (b) Such combination shall be deemed a merger under the  laws  of  the
 state  of New York, including any laws applicable to insurance companies
 or not-for-profit corporations.
   (c) The following procedures shall apply with respect  to  the  review
 and approval of the Plan of Combination:
   (1)  The  Plan  of Combination shall contain the proposed terms of the
 combination, including any allocation of anticipated tax benefits of the
 combination, and, to the extent applicable to the combination,  informa-
 tion  which  would be included in a plan of merger pursuant to paragraph
 (a) of section 902 of the not-for-profit corporation law.
   (2) Prior to adopting the Plan of Combination, the TIAA Board of Trus-
 tees and the CREF Board of  Trustees  shall  each  make  an  independent
 determination  that  the proposed combination is fair, reasonable and in
 their respective corporation's best interest.
   (3) The TIAA Board of Trustees and the CREF Board  of  Trustees,  upon
 approving the Plan of Combination, shall submit such Plan of Combination
 to a stockholder or member vote, as follows:
   (i)  In the case of CREF, the Plan of Combination shall be approved by
 the vote of two-thirds of the individual governors of the CREF Board  of
 Governors, as the members of CREF, in accordance with the procedures set
 forth in section 903 of the not-for-profit corporation law;
   (ii) In the case of TIAA, the Plan of Combination shall be approved by
 the  TIAA  Board  of  Governors, as the sole stockholder of TIAA, by the
 vote of two-thirds of the individual governors  of  the  TIAA  Board  of
 Governors; and
   (iii)  Notice of the meeting at which the vote on the Plan of Combina-
 tion will take place shall be provided to each  individual  governor  of
 the  CREF Board of Governors and to the TIAA Board of Governors, as sole
 S. 2679--A                          3
 
 stockholder of TIAA. A copy of the Plan of Combination  shall  accompany
 such notice.
   (4) Upon obtaining the respective approvals of the members of CREF and
 the sole stockholder of TIAA, the Plan of Combination shall be submitted
 to  the  Superintendent,  for review and approval in accordance with the
 procedures set forth in section 7105 of the insurance law of  the  state
 of New York.
   (5)  Following the receipt of the approval of the Superintendent, TIAA
 and CREF shall submit to the Attorney General the following documents:
   (i) a certified copy of the  adopted  Plan  of  Combination  with  the
 approval of the Superintendent endorsed thereon;
   (ii)  an  affidavit from a duly authorized officer of each of TIAA and
 CREF certifying that all necessary board approvals to adopt the Plan  of
 Combination  have been obtained, which shall include a statement affirm-
 ing (A) that the Plan of Combination was approved at a  meeting  of  the
 Board  of  Trustees  duly called and held by the vote required under the
 applicable corporation's charter, by-laws or other governing instrument,
 (B) the number of trustees present at such meeting, (C) the total number
 of trustees on the board, (D) the requirements for quorum, and  (E)  the
 final  vote count for and against adoption of the Plan of Combination at
 such meeting. A copy of the resolution approving the Plan of Combination
 shall be attached as an exhibit to the affidavit;
   (iii) an affidavit from a duly authorized officer of each of TIAA  and
 CREF  certifying that all necessary stockholder or member approvals have
 been obtained, including (A) in the case of CREF, a statement  that  the
 Plan  of Combination has been approved by the vote of not less than two-
 thirds of the individual governors of the CREF Board  of  Governors,  as
 the  members  of  CREF,  together  with  a copy of the resolution of the
 members approving the Plan of Combination; (B) in the case  of  TIAA,  a
 statement  that  the  Plan  of Combination has been approved by the TIAA
 Board of Governors, as the sole stockholder of TIAA, by a  vote  of  not
 less  than  two-thirds of the individual governors, together with a copy
 of the stockholder resolution approving the Plan of Combination; and (C)
 in the case of each of TIAA and CREF,  a  statement  whether  any  votes
 against  adoption  of  the  resolution approving the Plan of Combination
 were cast at the meeting at which each such resolution was adopted;
   (iv) copies of the charters, by-laws and any other  governing  instru-
 ments, including amendments, for each of TIAA and CREF; and
   (v)  a  statement  that  neither  TIAA nor CREF, respectively, has any
 charitable funds or other charitable assets, whether restricted or unre-
 stricted, that will be required to be returned, transferred or  conveyed
 to any third party by reason of the combination.
   (d)  If  it shall appear, to the satisfaction of the Attorney General,
 that (i) the terms and  conditions  of  the  combination  are  fair  and
 reasonable  to CREF (as the non-surviving corporation) and to the annui-
 tants, certificate-holders and participants of both TIAA and  CREF,  and
 (ii)  the  procedural  requirements  set forth in this section have been
 satisfied, the Attorney General shall approve the Plan  of  Combination.
 Thereafter,  once  all other required regulatory approvals to effectuate
 the combination have been obtained, TIAA shall file a certified copy  of
 the  Plan  of  Combination, with the approvals of the Superintendent and
 the Attorney General affixed thereto, in the office of the clerk of  the
 county  of New York. Upon the completion of such filing, the combination
 shall become effective.
   § 4. (a) At the effective time of and pursuant to the Plan of Combina-
 tion, all assets and liabilities of CREF including causes of action  and
 S. 2679--A                          4
 
 defenses  thereto, shall vest by operation of law in TIAA, and all vari-
 able annuity contracts and certificates issued by CREF and in  force  at
 the effective time of the combination, shall be and become TIAA variable
 annuity  contracts  and  certificates  as  of  the effective time of the
 combination; provided, however, that at the effective time of the combi-
 nation: (i) without further act or deed, the assets and  liabilities  of
 CREF  relating to the outstanding variable annuity contracts and certif-
 icates of CREF shall immediately be assets and liabilities of and  allo-
 cated  to the TIAA Separate Account without such assets becoming general
 account assets of TIAA; and (ii) each investment account of  CREF  imme-
 diately  prior  to  the combination shall comprise an investment sub-ac-
 count of the TIAA Separate Account, with the assets and  liabilities  of
 each  such  investment  account vesting immediately and directly in that
 investment sub-account.
   (b) At the effective time, TIAA shall assume the  obligations  of  all
 CREF  contracts  and certificates, and all holders of CREF contracts and
 certificates shall be notified of the combination.
   (c) At all times the assets of the TIAA Separate Account, and of  each
 investment  sub-account,  shall  be  segregated  from  the assets of the
 general account of TIAA and any other TIAA separate account and  invest-
 ment  sub-account.  That  portion  of  the  assets  of the TIAA Separate
 Account, and of each investment sub-account, not exceeding the  reserves
 and other contract liabilities with respect to the TIAA Separate Account
 and  each  investment  sub-account, shall not be chargeable with liabil-
 ities arising out of any other business of TIAA. The income,  gains  and
 losses, whether or not realized, from assets allocated to the TIAA Sepa-
 rate  Account,  and each investment sub-account, shall be credited to or
 charged against the TIAA Separate Account and  each  investment  sub-ac-
 count without regard to other income, gains or losses of TIAA.
   (d)  Any  tax benefits realized as a result of the Plan of Combination
 shall be utilized for the financial benefit of TIAA  and  TIAA  Separate
 Account participants and shall not be used to determine, pay or increase
 the amount of compensation paid to officers, trustees, or employees.
   §  5.  This act shall take effect immediately; provided, however, that
 section one of this act shall take effect at the effective time  of  the
 combination of TIAA and CREF pursuant to this act; and provided further,
 that  the  superintendent  of the New York state department of financial
 services shall notify the legislative bill drafting commission upon  the
 occurrence of such effective time in order that the commission may main-
 tain an accurate and timely database of the official text of the laws of
 the  State  of New York in furtherance of effectuating the provisions of
 section 44 of the legislative law and section 70-b of the  public  offi-
 cers law.