§ 143-B — Acquisition by companies of control of banking institutions

§ 143-b. Acquisition by companies of control of banking institutions.\n1. It shall be unlawful except with the prior approval of the\nsuperintendent for any company to acquire control of any banking\ninstitution, directly or indirectly, provided, however, that the\nprovisions of this section shall not apply to a company which has\nsubmitted to the superintendent a plan of acquisition pursuant to\nsection one hundred forty-three-a of this article for an acquisition not\ninvolving a change of control of the banking institution. As used in\nthis section, the term "control" means the possession, directly or\nindirectly, of the power to direct or cause the direction of the\nmanagement and policies of a banking institution, whether through the\nownership of voting stock of such banking institution, the ownership of\nvoting stock of any company which possesses such power or otherwise.\nControl shall be presumed to exist if any company, directly or\nindirectly, owns, controls or holds with the power to vote ten per\ncentum or more of the voting stock of any banking institution or of any\ncompany which owns, controls or holds with power to vote ten per centum\nor more of the voting stock of such banking institution, but no person\nshall be deemed to control a banking institution solely by reason of his\nor her being an officer or director of such banking institution or\ncompany. The superintendent may in the superintendent's discretion, upon\nthe application of a banking institution or any company which, directly\nor indirectly, owns, controls or holds with power to vote or seeks to\nown, control or hold with power to vote any voting stock of such banking\ninstitution, determine whether or not the ownership, control or holding\nof such voting stock would constitute control of such banking\ninstitution for purposes of this section.\n 2. A company desiring to acquire control of a banking institution may\nfile application therefor, in writing, with the superintendent and pay\nan investigation fee as prescribed pursuant to section eighteen-a of\nthis chapter to the superintendent. The application shall contain such\ninformation as the superintendent, by rule or regulation, may prescribe\nas necessary or appropriate for the purpose of making the determination\nrequired by subdivision three of this section.\n 3. Upon receipt of such application, the superintendent shall post\nnotice of the receipt thereof upon the bulletin board of the department\nof financial services. The superintendent shall by order grant or deny\nthe application and shall state the reasons for such grant or denial. An\norder shall be issued within one hundred twenty days after the date of\nthe submission of the application to the superintendent and a copy\nthereof shall be posted upon the bulletin board of the department of\nfinancial services. In determining whether or not to approve any such\napplication, the superintendent shall take into consideration (i) the\ndeclaration of policy contained in section ten of the chapter, (ii)\nwhether the effect of such action shall be consistent with adequate or\nsound banking and the preservation thereof, or result in a consolidation\nof assets beyond limits consistent with effective competition, (iii)\nwhether such acquisition of control may result in such a lessening of\ncompetition as to be injurious to the interest of the public or tend\ntoward monopoly, and (iv) primarily, the public interest and the needs\nand convenience thereof.\n 4. A company does not control a banking institution by virtue of its\nownership or control of: (a) stock acquired by a company in good faith\nin a fiduciary capacity, except where such stock is held for the benefit\nof stockholders or members of such company; (b) voting rights of stock\nacquired in the course of a proxy solicitation by a company formed for\nthe sole purpose of participating in proxy solicitations by virtue of\nits control of voting rights of stock acquired in the course of such\nsolicitation; (c) stock acquired by a company in connection with its\nunderwriting of securities if such shares are held only for such period\nof time as will permit the sale thereof on a reasonable basis; (d) stock\nacquired by a company in settlement or reduction of a loan, or advance\nof credit, or in exchange for an investment previously made in good\nfaith and in the ordinary course of business, provided that any stock so\nacquired shall be disposed of within a period of two years from the date\nupon which it was acquired unless the superintendent shall, in writing,\nauthorize such banking institution to hold such stock for a longer\nperiod; or (e) stock dividends, stock splits, or additional stock\nacquired by a bank holding company, or by any subsidiary thereof, in\nexercise of its preemptive right as a stockholder.\n 5. For a period of six months from the date of qualification thereof\nand for such additional period of time as the superintendent may\nprescribe in writing, the provisions of subdivisions one, two and three\nof this section shall not apply to a transfer of control by operation of\nlaw to the legal representative, as hereinafter defined, of a company\nwhich has control of a banking institution. Thereafter, such legal\nrepresentative shall comply with the provisions of subdivisions one and\ntwo of this section. The provisions of subdivision three of this section\nshall be applicable to an application made under this section by a legal\nrepresentative.\n The term "legal representative," for the purposes of this section,\nshall mean one duly appointed by a court of competent jurisdiction to\nact as executor, administrator, trustee, committee, conservator or\nreceiver, including one who succeeds a legal representative and one\nacting in an ancillary capacity thereto in accordance with the\nprovisions of such court appointment.\n If any provision of this section, or the application of such provision\nto any individual, company, corporation or circumstance, shall be held\ninvalid, the remainder of this section, and the application thereof to\nanyone other than one to which it is held invalid, shall not be affected\nthereby.\n