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This entry was published on 2014-09-22
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Acquisitions by companies of all the capital stock of banks and trust companies; no change of ultimate control
§ 143-a. Acquisitions by companies of all the capital stock of banks
and trust companies; no change of ultimate control. 1. A company having
capital stock or membership interests may acquire all the capital stock
or membership interests of one or more corporations organized under or
subject to the provisions of article three, six, or ten of this chapter,
provided that (a) such corporation or corporations are directly or
indirectly controlled prior to such acquisition by the persons or
entities that directly or indirectly control such company and (b) such
persons or entities will continue to control such company thereafter.
Such company and such corporation or corporations shall submit in
duplicate to the superintendent a written plan of acquisition of such
stock. Such plan shall be in form satisfactory to the superintendent,
shall specify each corporation the stock of which is to be acquired by
the company and shall prescribe the terms and conditions of the
acquisition and the mode of carrying it into effect, including the
manner of exchanging the shares of each of the corporations for shares
or other securities of the company. Any such plan may provide for the
payment of cash in lieu of the issuance of fractional shares of the

At the time of submission to the superintendent of the written plan of
acquisition of stock, an investigation fee as prescribed pursuant to
section eighteen-a of this chapter shall be paid to the superintendent.

2. There shall be submitted, in duplicate, to the superintendent with
the plan of acquisition of stock, a certificate of the president or
secretary of the company, certifying that such plan has been approved by
the board of directors or other governing body of his company by a
majority vote of all the members thereof, and a certificate of the
president, secretary or cashier of each corporation, the acquisition of
all the capital stock of which is provided for, 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 the county in which such 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.

3. If no action to be taken pursuant to the plan of acquisition
requires approval of the superintendent pursuant to section one hundred
forty-three-b of this article, the superintendent shall approve or
disapprove of a proposed plan of acquisition within one hundred twenty
days after the submission of such plan of acquisition, and in
determining whether or not to approve any such plan the superintendent
shall take into consideration the declaration of policy contained in
section ten of this chapter. If the superintendent shall approve such
plan of acquisition, the superintendent shall file the plan, together
with such certificates and the original of the approval of the
superintendent in the office of the superintendent. Upon such filing in
the office of the superintendent, the plan, and the acquisitions
provided for therein, shall become effective, unless a later date is
specified in the plan, in which event the plan and such acquisitions
shall become effective upon such later date.

4. Any stockholder of any such corporation, entitled to vote on such
plan of acquisition, who does not assent thereto shall, subject to and
by complying with section six thousand twenty-two of this chapter, have
the right to receive payment of the fair value of such stockholder's
shares and the other rights and benefits provided by such section.

5. Notwithstanding the provisions of subdivisions one, two, three and
four of this section, the superintendent of financial services, by
general regulation, may establish particular procedures enabling the
acquisition of all the capital stock of a stock-form savings bank or
stock-form savings and loan association by a company having capital
stock divided into shares, provided that such acquisition occurs as part
of a transaction in which such savings bank or savings and loan
association is converted from mutual to stock form.

6. Notwithstanding the provisions of subdivision three of section
two-b of this chapter, when applying this section to limited liability
trust companies, the term "capital stock" shall mean the equity interest
of a member as set forth in the company's articles of organization or,
in the absence of such a provision, the equity interest represented by a
member's right to a proportionate share of the profits of the company.