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This entry was published on 2014-09-22
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SECTION 594-B
Changes in control
Banking (BNK) CHAPTER 2, ARTICLE 12-D
§ 594-b. Changes in control. 1. It shall be unlawful except with the
prior approval of the superintendent for any action to be taken which
results in a change of control of the business of a licensee or
registrant. Prior to any change of control, the person desirous of
acquiring control of the business of a licensee or registrant shall make
written application to 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 two of this section. This information shall include but not
be limited to the information and other material required for a licensee
by subdivision one of section five hundred ninety-one of this article or
required for a registrant by subdivision one of section five hundred
ninety-one-a of this article.

2. The superintendent shall approve or disapprove the proposed change
of control of a licensee or registrant in accordance with the provisions
of section five hundred ninety-two of this article relating to licensees
or section five hundred ninety-two-a of this article relating to
registrants. The superintendent shall approve or disapprove the
application in writing within ninety days after the date the application
is filed with the superintendent.

3. 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 and two of
this section shall not apply to a transfer of control by operation of
law to the legal representative, as hereinafter defined, of one who has
control of a licensee or registrant. Thereafter, such legal
representative shall comply with the provisions of subdivisions one and
two of this section. The provisions of subdivisions one and two of this
section shall be applicable to an application made under such 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.

4. As used in this section: (a) the term "person" includes an
individual, partnership, corporation, association or any other
organization, and (b) 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 or registrant, whether through the
ownership of voting stock of such licensee or registrant, the ownership
of voting stock of any person which possesses such power or otherwise.
Control shall be presumed to exist if any person, directly or
indirectly, owns, controls or holds with power to vote ten per centum or
more of the voting stock of any licensee or registrant or of any person
which owns, controls or holds with power to vote ten per centum or more
of the voting stock of any licensee or registrant, but no person shall
be deemed to control a licensee or registrant solely by reason of being
an officer or director of such licensee or registrant or person. The
superintendent may in his discretion, upon the application of a licensee
or registrant or any person who, 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 licensee or registrant, determine
whether or not the ownership, control or holding of such voting stock
constitutes or would constitute control of such licensee or registrant
for purposes of this section.