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This entry was published on 2014-09-22
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SECTION 605-A
Transfer of deposit liabilities of bank or trust company; sale or pledge of assets to facilitate such transfer
Banking (BNK) CHAPTER 2, ARTICLE 13
§ 605-a. Transfer of deposit liabilities of bank or trust company;
sale or pledge of assets to facilitate such transfer. 1. A bank or trust
company may, pursuant to a plan approved by the superintendent, enter
into an agreement with another bank or trust company, whereby its
liabilities to depositors will be assumed by such other bank or trust
company. To facilitate the consummation of such plan and agreement, such
bank or trust company may borrow money from the Federal Deposit
Insurance Corporation and pledge all or any part of its assets as
security for the money so borrowed, or it may sell all or any part of
its assets to Federal Deposit Insurance Corporation and the money so
borrowed or realized with or without any other assets belonging to such
bank or trust company, may be transferred by it to such other bank or
trust company, in consideration of the latter's agreement to assume and
pay the deposit liabilities of the former. If the superintendent shall
thereafter take possession of the business and property of such bank or
trust company, pursuant to this article, the validity of a claim against
such bank or trust company which was in existence when such plan was
consummated and remains unpaid shall be determined pursuant to the
provisions of section six hundred twenty to six hundred twenty-five
inclusive of this article as though such plan had not been consummated.
Nothing in this section nor in any plan consummated pursuant to this
section shall be deemed to require allowance of any claim if such claim
would not otherwise be allowable in the liquidation proceedings. If such
claim is allowed or ultimately established, the owner thereof shall be
entitled to dividends on his claim as though such plan had not been
consummated, and as though the assets of such bank or trust company had
been taken over for liquidation immediately prior to any sale, pledge or
transfer made pursuant to such plan. If such bank or trust company in
liquidation does not have sufficient other assets to pay such dividends,
the deficiency shall be paid from the proceeds of the sale or
liquidation of the assets sold or pledged by such bank or trust company
to Federal Deposit Insurance Corporation. If such proceeds prove
insufficient to pay such deficiency in full, any remaining deficiency
shall be paid from the proceeds of the sale or liquidation of the assets
transferred by such bank or trust company to such other bank or trust
company, exclusive of cash representing the proceeds of a sale to or a
loan from Federal Deposit Insurance Corporation. The superintendent
shall take such action as he shall deem necessary and appropriate to
protect the interests of the owner of any such claim, but he shall not
be required to obtain possession of any of the assets from the proceeds
of which the deficiency in dividends upon such claim is payable, unless
it shall appear that the amount required for the payment of such
deficiency is not otherwise available. The superintendent may, subject
to the approval of the supreme court in the judicial district where the
principal office of such bank or trust company is located, enter into an
agreement with the Federal Deposit Insurance Corporation and the bank or
trust company to which any assets of such bank or trust company have
been transferred, or either of them, whereby payments shall be made to
him as trustee for the benefit of the person or persons entitled thereto
from time to time as cash is realized from the sale or liquidation of
the assets from the proceeds of which claims are payable. If such
agreement is approved by the supreme court, after notice of a kind which
the court deems to be adequate to all persons whose interests, in the
opinion of the court, may be affected thereby, such agreement shall be
binding upon all such persons. No action may be brought by any such
person to enforce payment of his claim unless it be clearly shown that
the superintendent has refused or failed to take necessary and
appropriate action to protect the interests of such person. No sale,
conveyance or transfer by a bank or trust company of all or any part of
its assets shall be deemed to have been made pursuant to the provisions
of this section unless the plan approved by the superintendent shall
expressly so state. Nothing contained in this section shall be deemed to
repeal, limit, modify or otherwise affect any right or power of a bank
or trust company to sell, convey or transfer all or any part of its
assets pursuant to any other provision of law.

2. A bank or trust company assuming the deposit liabilities of another
bank or trust company in connection with a plan pursuant to this section
may issue preferred shares which, to the extent permitted by the
superintendent, may have a retirable value greater than the amount
received in payment for such shares.