§ 601-A — Purchase of assets

§ 601-a. Purchase of assets. 1. The following acquisitions are hereby\nauthorized whether by purchase or otherwise, other than by merger, of\nall or a substantial part of the assets of:\n (a) One or more corporations organized under the laws of this state\nand subject to the provisions of article three, article eight or article\ntwelve of this chapter by another corporation subject to the provisions\nof the same article.\n (b) One or more safe deposit companies by a bank or trust company.\n (c) One or more mutual savings banks by another mutual savings bank.\n (d) One or more mutual savings and loan associations by another mutual\nsavings and loan association.\n (e) One or more stock-form savings banks by another stock-form savings\nbank.\n (f) One or more stock-form savings and loan associations by another\nstock-form savings and loan association.\n (g) One or more banks, trust companies, stock-form savings banks or\nstock-form savings and loan associations, with one or more out-of-state\nbanks or out-of-state trust companies as such terms are defined in\nsection two hundred twenty-two of this chapter.\n (h) One or more banking institutions by another banking institution as\nthe superintendent may authorize. For purposes of this paragraph, a\nbranch or agency of a foreign banking corporation licensed pursuant to\narticle two of this chapter and seeking approval for a transfer of\nfiduciary relationships pursuant to section six hundred four-a of this\nchapter shall be considered a banking institution. The superintendent\nmay promulgate such regulations as he or she deems necessary and proper\nto implement and define the provisions of this paragraph.\n 2. A written plan providing for the acquisition by one corporation of\nthe assets of another shall be submitted, in duplicate, to the\nsuperintendent by both corporations. Such plan shall be in form\nsatisfactory to the superintendent, shall specify the selling and the\nacquiring corporation, and shall prescribe the terms and conditions of\nthe acquisition and the mode of carrying it into effect.\n At the time of submission for action by the superintendent of the\nwritten plan of acquisition of assets, an investigation fee as\nprescribed pursuant to section eighteen-a of this chapter shall be paid\nto the superintendent; provided, however, that no investigation fee\nshall be payable under this subdivision with respect to an acquisition\nto which subdivision two of section six hundred one-b of this article is\napplicable.\n 3. There shall also be submitted, in duplicate, to the superintendent\nwith the plan of acquisition of assets, a certificate of the president,\nsecretary or cashier of the selling corporation and, in the event the\nassets of the selling corporation shall exceed ten per centum of the\nassets of the acquiring corporation, of the acquiring corporation,\ncertifying that such plan has been approved by the board of directors of\nhis corporation by a majority vote of all the members thereof, and that\nsuch plan was thereafter submitted to the stockholders of such\ncorporation at a meeting thereof held upon notice of at least fifteen\ndays, 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 the selling corporation\nand, if applicable, the acquiring corporation has its principal place of\nbusiness and that such plan has been approved at such meeting by the\nvote of the stockholders owning at least two-thirds in amount of the\nstock of such corporation.\n 5. Nothing contained in this section six hundred and one-a shall be\nconstrued to prohibit any other purchase of assets which is otherwise\npermitted by applicable law.\n