§ 345 — Application for acquisition of control of licensed lender by purchase of stock

§ 345. Application for acquisition of control of licensed lender by\npurchase of stock. 1. Prior to the acquisition of control of a licensee\nunder this article by means of the acquisition of the capital stock or\nequity interests in such licensee or in any person who directly or\nindirectly controls such licensee, the person desirous of acquiring such\ncapital stock or other equity interests shall make written application\nto the superintendent. Such application shall be in such form and shall\ncontain such information, including the information required under\nsection three hundred forty-one of this article, as the superintendent\nmay require and such applicant, at the time of making such application\nif not licensed, shall pay to the superintendent an investigation fee as\nprescribed pursuant to section eighteen-a of this chapter. If such\nlicensee is licensed, upon payment of an investigation fee as prescribed\npursuant to section eighteen-a of this chapter, the superintendent shall\napprove the acquisition if it is found that such acquisition is in\naccordance with the purposes of this article. If such person is not\nlicensed, the superintendent shall determine whether the financial\nresponsibility, experience, character, and general fitness of the\napplicant, and of the members thereof if the applicant be a partnership\nor association, and of the officers, directors and controlling\nstockholders thereof if the applicant be a corporation, are such as to\ncommand the confidence of the community and to warrant belief that the\nbusiness will be operated honestly, fairly, and efficiently within the\npurpose of this article. Unless the superintendent shall have denied\nsuch application in writing within ninety days of the filing thereof,\nsuch application shall be deemed approved. If no such application has\nbeen made, the license for each place of business maintained and\noperated by the licensee shall, at the discretion of the superintendent,\nbecome null and void and each such license shall be surrendered to the\nsuperintendent. In addition, the superintendent may, in a proceeding\nafter notice and a hearing, require any person who has failed to make\napplication pursuant to this subdivision to pay the people of this state\na penalty in an amount as determined pursuant to section forty-four of\nthis chapter for each day of said violation.\n As used in this subdivision, (a) the term "person" includes an\nindividual, partnership, corporation, association or any other\norganization and (b) the term "control" means the possession, directly\nor indirectly, of the power to direct or cause the direction of the\nmanagement and policies of a person, whether by means of the ownership\nof the voting stock or equity interests of such person or of one or more\npersons controlling such person, by means of a contractual arrangement,\nor otherwise. Control shall be presumed to exist if any person directly\nor indirectly owns, controls or holds with the power to vote ten per\ncentum or more of the voting stock or equity interests of the person\ndesirous of continuing to maintain and operate a licensee's place of\nbusiness or of any entity which directly or indirectly controls such\nperson. The superintendent may, upon the application of a licensee or\nany such person or entity, determine whether or not the ownership,\ncontrol or holding of such voting stock or equity interests constitutes\nor would constitute control for purposes of this subdivision.\n 2. 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 subdivision one of this section\nshall not apply to a transfer of control by operation of law to the\nlegal representative, as hereinafter defined, of one who has control of\na licensee. Thereafter, such legal representative shall comply with the\nprovisions of subdivision one of this section. The provisions of\nsubdivision one of this section shall be applicable to an application\nmade under such section by a legal representative.\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