§ 601 — Merger agreement; authorization; approval; filing

§ 601. Merger agreement; authorization; approval; filing. 1. A written\nplan of merger shall be submitted, in duplicate, to the superintendent\nby the corporations which are to merge. Such plan shall be in form\nsatisfactory to the superintendent, shall specify each corporation to be\nmerged and the corporation which is to receive into itself the merging\ncorporation or corporations, and shall prescribe the terms and\nconditions of the merger and the mode of carrying it into effect. Such\nplan may provide the name to be borne by the receiving corporation and\nsuch name may be the name of any corporation which is a party to such\nplan or a new name. Such plan may also name the persons who shall\nconstitute the board of directors or trustees of the receiving\ncorporation after the merger shall have been accomplished, provided that\nthe number and qualifications of such persons shall be in accordance\nwith the provisions of this chapter relating to the number and\nqualifications of directors or trustees of such a corporation; or, in\nthe case of stock corporations, such plan may provide for a meeting of\nthe stockholders to elect a board of directors within sixty days after\nsuch merger, and may make provision for conducting the affairs of the\ncorporation meanwhile. In the case of savings banks, such plan may also\nprovide that the place or places of business of the merging bank may be\nmaintained as an office or offices of the receiving bank as provided in\nparagraph (c) of subdivision two of section two hundred forty of this\nchapter.\n At the time of submission for action by the superintendent of the\nwritten plan of merger, an investigation fee as prescribed pursuant to\nsection eighteen-a of this chapter shall be paid to the superintendent.\n 2. In the case of stock corporations, there shall be submitted, in\nduplicate, to the superintendent with the plan of merger, a certificate\nof the president, secretary or cashier of each of the corporations which\nare to merge, certifying that such plan has been approved by the board\nof directors of his corporation by a majority vote of all the members\nthereof, and that such plan was thereafter submitted to the stockholders\nof such corporation at a meeting thereof held upon notice of at least\nfifteen days, specifying the time, place and object of such meeting and\naddressed to each stockholder at the address appearing upon the books of\nthe corporation and published at least once a week for two successive\nweeks in one newspaper in each county in which any of the merging\ncorporations has its principal place of business and that such plan has\nbeen approved at such meeting by the vote of the stockholders owning at\nleast two-thirds in amount of the stock of such corporation, except that\nsuch certificate of the president, secretary or cashier of the receiving\ncorporation need not certify that such plan was submitted to or approved\nby vote of the stockholders of such corporation if (a) the total assets\nof the merging corporation or corporations do not exceed ten per centum\nof the total assets of the receiving corporation and (b) the plan of\nmerger does not change the name or the authorized shares of capital\nstock of the receiving corporation or make or require any other change\nor amendment for which the approval or consent of stockholders of the\nreceiving corporation would be required under provisions of law other\nthan this section.\n 3. In the case of mutual savings banks, mutual savings and loan\nassociations or credit unions, there shall be submitted, in duplicate,\nto the superintendent with the plan of merger, a certificate of the\npresident, secretary or cashier of each of the corporations which are to\nmerge, certifying that such plan has been submitted to a special meeting\nof the board of trustees or directors of his corporation, that a notice\nof at least fifteen days, specifying the time, place and object of the\nmeeting, together with a copy of the plan has been mailed to each\ntrustee or director and that such plan has been approved at such meeting\nby a vote of two-thirds of all the members of such board of trustees or\ndirectors.\n 4. In the case of merger of a safe deposit company into a bank or\ntrust company which owns at least ninety-five per centum of the\noutstanding shares of each class of the stock of such safe deposit\ncompany, in lieu of compliance with subdivisions one and two of this\nsection there may be submitted, in duplicate, to the superintendent a\nwritten plan of merger in form satisfactory to the superintendent\nstating that such safe deposit company as the merging corporation is to\nbe merged into such bank or trust company as the receiving corporation\nand setting forth any necessary or appropriate terms and conditions of\nthe merger and provisions for carrying it into effect, including, if the\nreceiving corporation does not own all the outstanding stock of the\nmerging corporation, provisions with respect to the cash or other\nconsideration to be paid or delivered to the stockholders of the merging\ncorporation (other than the receiving corporation) upon the merger\nbecoming effective and upon the surrender of their shares. There shall\nbe submitted, in duplicate, to the superintendent with such plan of\nmerger, a certificate of the president, secretary or cashier of the\nmerging corporation and of the receiving corporation, certifying that\nsuch plan has been approved by the board of directors of his corporation\nby a majority vote of all the members thereof. The certificate of the\npresident, secretary or cashier of the merging corporation shall certify\nthe extent of the ownership by the receiving corporation of the\noutstanding capital stock of the merging corporation. If the receiving\ncorporation does not own all the outstanding stock of the merging\ncorporation, the certificate of the president, secretary or cashier of\nthe merging corporation shall also certify that there has been mailed to\neach of its stockholders of record (other than the receiving\ncorporation), at the address appearing upon the books of the merging\ncorporation, a copy of the plan of merger. Any holder of a share or\nshares of stock of the merging corporation not owned by the receiving\ncorporation may, at any time prior to the expiration of twenty days\nafter the date of mailing of the plan of merger to the stockholders of\nthe merging corporation, object to the merger and demand payment for his\nstock. Such objection and demand must be in writing and filed with the\nreceiving corporation. Thereupon such stockholder and the receiving\ncorporation shall have the right to have such stock appraised and paid\nfor as provided in section six thousand twenty-two of this chapter,\nsubject to the conditions and provisions of said section (other than the\nconditions and provisions of subdivisions one, two and three thereof);\nexcept that (a) the time within which the receiving corporation may mail\nto such stockholder a written offer accompanied by a balance sheet and\nprofit and loss statement of the merging corporation as provided in\nsubdivision seven of said section shall expire thirty days after the\nmerger takes effect, (b) all references in subdivision eight of said\nsection to the stockholders' authorization date shall be deemed to refer\nto the date of mailing of the plan of merger to the stockholders of the\nmerging corporation, and (c) all references in said section to the\nnotice of election to dissent shall be deemed to refer to the demand of\na stockholder of the merging corporation for payment of his stock.\n