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This entry was published on 2014-09-22
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Changes in control
§ 652-a. 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. Prior to
any change of control, the person desirous of acquiring control of the
business of a licensee 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

2. The superintendent shall disapprove the proposed change of control
of a licensee if, after notice to and an opportunity to be heard by the
applicant and such licensee, he finds the acquisition of control therein
contrary to law or determines that disapproval is reasonably necessary
to protect the interest of the people of this state. In making such
determination, the superintendent shall consider (a) whether the
character, responsibility and general fitness of the person which seeks
to control such licensee are such as to command confidence and warrant
belief that the business of such licensee will be honestly and
efficiently conducted in a manner consistent with the public interest,
(b) whether the exercise of control may impair the safe and sound
conduct of the business of such licensee, the conservation of its assets
or public confidence in its business, and (c) primarily, the public
interest and the needs and convenience thereof. Unless the
superintendent shall have denied such application in writing within one
hundred fifty days of the filing thereof, such application shall be
deemed approved. If the superintendent disapproves such application, or,
if no such application has been made, upon consummation of the
acquisition of control, the license of the licensee shall become null
and void and the applicant or licensee, whoever has possession of such
license, shall forthwith surrender to the superintendent the license
theretofore in effect.

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. 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

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 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, whether through the ownership
of voting stock of such licensee, 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 twenty-five per centum or more of the voting
stock of any licensee or of any person which owns, controls or holds
with power to vote twenty-five per centum or more of the voting stock of
such licensee, but no person shall be deemed to control a licensee
solely by reason of his being an officer or director of such licensee or
person. The superintendent may in his discretion, upon the application
of a licensee 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, determine whether or not the
ownership, control or holding of such voting stock constitutes or would
constitute control of such licensee for purposes of this section.