§ 143-A — 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\nand trust companies; no change of ultimate control. 1. A company having\ncapital stock or membership interests may acquire all the capital stock\nor membership interests of one or more corporations organized under or\nsubject to the provisions of article three, six, or ten of this chapter,\nprovided that (a) such corporation or corporations are directly or\nindirectly controlled prior to such acquisition by the persons or\nentities that directly or indirectly control such company and (b) such\npersons or entities will continue to control such company thereafter.\nSuch company and such corporation or corporations shall submit in\nduplicate to the superintendent a written plan of acquisition of such\nstock. Such plan shall be in form satisfactory to the superintendent,\nshall specify each corporation the stock of which is to be acquired by\nthe company and shall prescribe the terms and conditions of the\nacquisition and the mode of carrying it into effect, including the\nmanner of exchanging the shares of each of the corporations for shares\nor other securities of the company. Any such plan may provide for the\npayment of cash in lieu of the issuance of fractional shares of the\ncompany.\n At the time of submission to the superintendent of the written plan of\nacquisition of stock, an investigation fee as prescribed pursuant to\nsection eighteen-a of this chapter shall be paid to the superintendent.\n 2. There shall be submitted, in duplicate, to the superintendent with\nthe plan of acquisition of stock, a certificate of the president or\nsecretary of the company, certifying that such plan has been approved by\nthe board of directors or other governing body of his company by a\nmajority vote of all the members thereof, and a certificate of the\npresident, secretary or cashier of each corporation, the acquisition of\nall the capital stock of which is provided for, certifying that such\nplan has been approved by the board of directors of his corporation by a\nmajority vote of all the members thereof, and that such plan was\nthereafter submitted to the stockholders of such corporation at a\nmeeting thereof held upon notice of at least fifteen days, specifying\nthe time, place and object of such meeting and addressed to each\nstockholder at the address appearing upon the books of the corporation\nand published at least once a week for two successive weeks in one\nnewspaper in the county in which such corporation has its principal\nplace of business and that such plan has been approved at such meeting\nby the vote of the stockholders owning at least two-thirds in amount of\nthe stock of such corporation.\n 3. If no action to be taken pursuant to the plan of acquisition\nrequires approval of the superintendent pursuant to section one hundred\nforty-three-b of this article, the superintendent shall approve or\ndisapprove of a proposed plan of acquisition within one hundred twenty\ndays after the submission of such plan of acquisition, and in\ndetermining whether or not to approve any such plan the superintendent\nshall take into consideration the declaration of policy contained in\nsection ten of this chapter. If the superintendent shall approve such\nplan of acquisition, the superintendent shall file the plan, together\nwith such certificates and the original of the approval of the\nsuperintendent in the office of the superintendent. Upon such filing in\nthe office of the superintendent, the plan, and the acquisitions\nprovided for therein, shall become effective, unless a later date is\nspecified in the plan, in which event the plan and such acquisitions\nshall become effective upon such later date.\n 4. Any stockholder of any such corporation, entitled to vote on such\nplan of acquisition, who does not assent thereto shall, subject to and\nby complying with section six thousand twenty-two of this chapter, have\nthe right to receive payment of the fair value of such stockholder's\nshares and the other rights and benefits provided by such section.\n 5. Notwithstanding the provisions of subdivisions one, two, three and\nfour of this section, the superintendent of financial services, by\ngeneral regulation, may establish particular procedures enabling the\nacquisition of all the capital stock of a stock-form savings bank or\nstock-form savings and loan association by a company having capital\nstock divided into shares, provided that such acquisition occurs as part\nof a transaction in which such savings bank or savings and loan\nassociation is converted from mutual to stock form.\n 6. Notwithstanding the provisions of subdivision three of section\ntwo-b of this chapter, when applying this section to limited liability\ntrust companies, the term "capital stock" shall mean the equity interest\nof a member as set forth in the company's articles of organization or,\nin the absence of such a provision, the equity interest represented by a\nmember's right to a proportionate share of the profits of the company.\n