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SECTION 143-B
Acquisition by companies of control of banking institutions
Banking (BNK) CHAPTER 2, ARTICLE 3-A
§ 143-b. Acquisition by companies of control of banking institutions.
1. It shall be unlawful except with the prior approval of the
superintendent for any company to acquire control of any banking
institution, directly or indirectly, provided, however, that the
provisions of this section shall not apply to a company which has
submitted to the superintendent a plan of acquisition pursuant to
section one hundred forty-three-a of this article for an acquisition not
involving a change of control of the banking institution. As used in
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 banking institution, whether through the
ownership of voting stock of such banking institution, the ownership of
voting stock of any company which possesses such power or otherwise.
Control shall be presumed to exist if any company, directly or
indirectly, owns, controls or holds with the power to vote ten per
centum or more of the voting stock of any banking institution or of any
company which owns, controls or holds with power to vote ten per centum
or more of the voting stock of such banking institution, but no person
shall be deemed to control a banking institution solely by reason of his
or her being an officer or director of such banking institution or
company. The superintendent may in the superintendent's discretion, upon
the application of a banking institution or any company which, directly
or indirectly, owns, controls or holds with power to vote or seeks to
own, control or hold with power to vote any voting stock of such banking
institution, determine whether or not the ownership, control or holding
of such voting stock would constitute control of such banking
institution for purposes of this section.

2. A company desiring to acquire control of a banking institution may
file application therefor, in writing, with the superintendent and pay
an investigation fee as prescribed pursuant to section eighteen-a of
this chapter to the superintendent. The application shall contain such
information as the superintendent, by rule or regulation, may prescribe
as necessary or appropriate for the purpose of making the determination
required by subdivision three of this section.

3. Upon receipt of such application, the superintendent shall post
notice of the receipt thereof upon the bulletin board of the department
of financial services. The superintendent shall by order grant or deny
the application and shall state the reasons for such grant or denial. An
order shall be issued within one hundred twenty days after the date of
the submission of the application to the superintendent and a copy
thereof shall be posted upon the bulletin board of the department of
financial services. In determining whether or not to approve any such
application, the superintendent shall take into consideration (i) the
declaration of policy contained in section ten of the chapter, (ii)
whether the effect of such action shall be consistent with adequate or
sound banking and the preservation thereof, or result in a consolidation
of assets beyond limits consistent with effective competition, (iii)
whether such acquisition of control may result in such a lessening of
competition as to be injurious to the interest of the public or tend
toward monopoly, and (iv) primarily, the public interest and the needs
and convenience thereof.

4. A company does not control a banking institution by virtue of its
ownership or control of: (a) stock acquired by a company in good faith
in a fiduciary capacity, except where such stock is held for the benefit
of stockholders or members of such company; (b) voting rights of stock
acquired in the course of a proxy solicitation by a company formed for
the sole purpose of participating in proxy solicitations by virtue of
its control of voting rights of stock acquired in the course of such
solicitation; (c) stock acquired by a company in connection with its
underwriting of securities if such shares are held only for such period
of time as will permit the sale thereof on a reasonable basis; (d) stock
acquired by a company in settlement or reduction of a loan, or advance
of credit, or in exchange for an investment previously made in good
faith and in the ordinary course of business, provided that any stock so
acquired shall be disposed of within a period of two years from the date
upon which it was acquired unless the superintendent shall, in writing,
authorize such banking institution to hold such stock for a longer
period; or (e) stock dividends, stock splits, or additional stock
acquired by a bank holding company, or by any subsidiary thereof, in
exercise of its preemptive right as a stockholder.

5. 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 subdivisions one, two and three
of this section shall not apply to a transfer of control by operation of
law to the legal representative, as hereinafter defined, of a company
which has control of a banking institution. Thereafter, such legal
representative shall comply with the provisions of subdivisions one and
two of this section. The provisions of subdivision three of this section
shall be applicable to an application made under this 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.