§ 907-B — Application for approval of the attorney general

§ 907-b. Application for approval of the attorney general.\n (a) In lieu of obtaining an order approving the plan of merger or\nconsolidation and authorizing the filing of the certificate, the\ncorporation may alternatively make an application to the attorney\ngeneral for approval, except where the attorney general, in his or her\ndiscretion, concludes that a court should review the application and\nmake a determination thereon.\n (b) The application to the attorney general shall be made by all the\nconstituent corporations jointly and shall set forth by affidavit: (i)\nall of the information required to be included in an application to\nobtain court approval pursuant to section 907-a (Application for\napproval of the supreme court) of this article, (ii) all consents and\napprovals required by section 909 (Consent to filing), and (iii) a\nstatement as to whether any persons have raised, or have a reasonable\nbasis to raise, objections to the merger or consolidation that is the\nsubject of the application, including a statement setting forth the\nnames and addresses of such persons, the nature of their interest, and a\ndescription of their objections.\n (c) Upon the filing of the application, the attorney general, in his\nor her discretion, may direct that the constituent corporations provide\nnotice to such persons as may be interested, including any governmental\nbody or officer and any other person or body that is required either to\ngive consent or be notified under section 404 (Approvals, notices and\nconsents) of this article or 909 (Consent to filing) of this article.\nThe constituent corporations shall provide the attorney general with a\ncertification that such notice has been provided.\n (d) If any assets of any of the constituent corporations are held for\na charitable purpose or are assets received for a specific purpose and\nlegally required to be used for a particular purpose, but not upon a\ncondition requiring return, transfer or conveyance by reason of the\nmerger or consolidation, the attorney general may, in his or her\ndiscretion, direct that such assets be transferred or conveyed to the\nsurviving or consolidated corporation subject to such purpose or use.\n (e) If the attorney general shall find that the interests of\nnon-consenting members are or may be substantially prejudiced by the\nproposed merger or consolidation, the attorney general may disapprove of\nthe application or may condition approval of the application upon\nmodification of the plan of merger or consolidation in accordance with\nthis chapter and any other law or rule.\n (f) If it shall appear, to the satisfaction of the attorney general,\nthat the provisions of this section have been complied with, and that\nthe interests of the constituent corporations and the public interest\nwill not be adversely affected by the merger or consolidation, the\nattorney general shall approve the merger or consolidation upon such\nterms and conditions as it may prescribe.\n (g) The approval of the attorney general shall be annexed to the\ncertificate of merger or consolidation.\n (h) At any time, including if the attorney general does not approve\nthe application, or if the attorney general concludes that court review\nis appropriate, the constituent corporations may seek court approval on\nnotice to the attorney general pursuant to section 907-a (Application\nfor approval of the supreme court) of this article.\n