§ 324 — Change of control

§ 324. Change of control. 1. It shall be unlawful, except with the\nprior approval of the superintendent, for any company, as defined in\nsubdivision two of section one hundred forty-one of this chapter, to\ndirectly or indirectly acquire control of any safe deposit company\nsubject to the provisions of this article.\n As used in this section, the term "control" means the possession,\ndirectly or indirectly, of the power to direct or cause the direction of\nthe management and policies of a safe deposit company, whether by means\nof the ownership of the voting stock or equity interests of such safe\ndeposit company or of one or more companies controlling such safe\ndeposit company by means of a contractual arrangement, 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 safe deposit company or of any\ncompany which owns, controls or holds with power to vote ten per centum\nor more of the voting stock of such safe deposit company, but no person\nshall be deemed to control a safe deposit company solely by reason of\nhis being an officer or director of such safe deposit company. The\nsuperintendent may, in his discretion, upon the application of a safe\ndeposit company or any company which, directly or indirectly, owns,\ncontrols or holds with power to vote or seeks to own, control or holds\nwith power to vote any voting stock of such safe deposit company,\ndetermine whether or not the ownership, control or holding of such\nvoting stock constitutes or would constitute control of such safe\ndeposit company for purposes of this section.\n 2. (a) A company which seeks to acquire control of a safe deposit\ncompany subject to the provisions of this article shall file a written\napplication therefor with the superintendent and pay an investigation\nfee as prescribed pursuant to section eighteen-a of this chapter to the\nsuperintendent. The application shall be in such form and shall contain\nsuch information as the superintendent may require.\n (b) The superintendent shall disapprove the proposed exercise of\ncontrol of any safe deposit company if, after notice to and an\nopportunity to be heard by the applicant and such safe deposit company,\nhe finds the acquisition of control therein contrary to law or\ndetermines that disapproval is reasonably necessary to protect the\ninterests of the people of this state. In making such determination, the\nsuperintendent shall only consider (i) whether the character,\nresponsibility and general fitness of the company which seeks to control\nsuch safe deposit company are such as to command confidence and warrant\nbelief that the business of such safe deposit company will be honestly\nand efficiently conducted in a manner consistent with the public\ninterest, the interests of bailors and creditors of such safe deposit\ncompany and (ii) whether the exercise of control may impair the safe and\nsound conduct of the business of such safe deposit company, the\nconservation of its assets, or public confidence in its business. Unless\nthe superintendent shall have denied such application in writing within\nninety days of the receipt thereof, or shall have advised the applicant\nin writing before the expiration of ninety days of his determination to\nextend such period an additional sixty days, such application shall be\ndeemed approved.\n (c) 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 this subdivision shall not apply\nto a transfer of control by operation of law to a legal representative,\nas hereinafter defined, who has control of a safe deposit company.\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 a ancillary capacity thereto in accordance with the provisions\nof such court appointment.\n