New York Banking Law


Article 3-A
Bank Holding Hompanies
Section 141. Definitions. 142. Limitations on, and regulation of, bank holding companies. 142-a. Limitation on acquisition of newly chartered banking institutions. 143. Limitations on directors, officers and employees. 143-a. Acquisitions by companies of all the capital stock of banks, trust companies and industrial banks. 143-b. Acquisition by companies of control of banking institutions. 144. Administration. 145. Penalties; restraining orders and injunctions. 146. Saving provision. 147. Separability of provisions. S 141. Definitions. 1. "Banking institution," when used in this article, means a bank, a trust company or a national banking association, the principal office of which institution is located in this state. Unless otherwise provided by any provision of this article, or unless the context requires otherwise, the term "banking institution" shall also mean a stock-form savings bank or a stock-form savings and loan association, the principal office of which institution is located in this state. 2. "Company," when used in this article, means any corporation, partnership, trust, unincorporated association, joint stock association or similar organization organized under the laws of the state of New York, or if not so organized, doing business in the state of New York, or any individual residing or doing business in the state of New York, or any combination of individuals which combination is residing or is doing business in the state of New York, any combination of the foregoing which combination is residing or is doing business in the state of New York, or any such individual and any of the foregoing acting in concert, but shall not include (a) any corporation the majority of the stock of which is owned by the United States or by any state, or (b) any corporation or community chest, fund, or foundation, organized and operated exclusively for religious, charitable, or educational purposes, no part of the net earnings of which inures to the benefit of any private stockholder or individual, and no substantial part of the activities of which is the carrying on of propaganda, or otherwise attempting to influence legislation, or (c) any corporation or partnership owning or controlling stock acquired in connection with an underwriting of securities and which is held only for such period of time as will permit the sale thereof upon a reasonable basis. 3. "Bank holding company," when used in this article, means any company which (a) directly or indirectly, or through a subsidiary or subsidiaries, owns, controls, or holds with power to vote (i) more than ten per centum of the voting stock of a company which is or becomes a bank holding company by virtue of this article, or (ii) ten per centum or more of the voting stock of each of two or more banking institutions, or (iii) if such company is a banking institution, more than ten per centum of the voting stock of any one banking institution, or (b) controls in any manner the election of a majority of the directors of (i) each of two or more banking institutions, (ii) a company which is or becomes a bank holding company by virtue of this article, or (iii) if such company is a banking institution, another banking institution, or (c) is a company, if such company is not a banking institution, for the benefit of whose stockholders or members ten per centum or more of the voting stock of each of two or more banking institutions or of a company which is or becomes a bank holding company by virtue of this article is held, directly or indirectly, by a trustee or trustees, or (d) is a company for the benefit of whose stockholders or members, if such company is a banking institution, ten per centum or more of the voting stock of any other banking institution, or ten per centum or more of the voting stock of any company which is or becomes a bank holding company by virtue of this article, is hereafter acquired and held by a trustee or trustees, or (e) through a combination of (i) ownership, control or holding, directly or indirectly, of voting stock and (ii) voting stock hereinafter acquired and held, directly or indirectly, by a trustee or trustees for the benefit of the members or stockholders of such company, if such voting stock is voting stock of one or more banking institutions or of one of more companies which are or become bank holding companies by virtue of this article, as the case may be, is a company which would be a bank holding company if the aggregate of such voting stock were either entirely owned, controlled or held, directly or indirectly, by such company or entirely held, directly or indirectly, by a trustee or trustees for the benefit of the members or stockholders of such company. Notwithstanding the foregoing, no company shall be a bank holding company by virtue of its ownership or control of stock in a fiduciary capacity, except where such stock is held for the benefit of the stockholders or members of such company, nor shall any company formed and operated for the sole purpose of participating in a proxy solicitation be a bank holding company by virtue of its control of voting rights of stock in any banking institution or bank holding company acquired in the course of such solicitation. 4. The term "successor" shall include any company which acquired, directly or indirectly, from a bank holding company, stock of any banking institution, when and if the relationship between such company and the bank holding company is such that the transaction effects no substantial change in the control of the banking institution or beneficial ownership of the stock thereof. The banking board may, by regulation adopted by a three-fifths vote of all the members thereof, further define the term "successor" to the extent necessary to effectuate, or to prevent evasion of, the purposes of this article. 5. "Subsidiary," when used in this article, means (a) any company ten per centum or more of whose voting stock is directly or indirectly, or through a subsidiary or subsidiaries, owned, controlled, or held with power to vote, by a bank holding company; or (b) any company the election of a majority of whose directors is controlled in any manner by a bank holding company; or (c) any company ten per centum or more of whose voting stock is directly or indirectly owned, controlled, or held with power to vote, by a trustee or trustees for the benefit of the stockholders or members of a bank holding company; or (d) any company at least ten per centum of the voting stock of which is directly or indirectly, or through a subsidiary or subsidiaries, owned, controlled or held with power to vote by a combination of a bank holding company and by a trustee or trustees for the benefit of the stockholders or members of such bank holding company. For purposes of this subdivision five, voting stock shall not be deemed to include voting stock owned by the United States or by any company wholly owned by the United States. Any company having any of the relationships with a bank holding company described in clauses (a), (b), (c) or (d) of this subdivision five shall be deemed to be a subsidiary of such bank holding company. 6. "Doing business," when used in this article, shall include the maintenance by a foreign company of its principal place of business in this state, or the conduct by a foreign company of operations in this state, or the acquisition, owning or holding by a foreign company of any stock or assets of any banking institution or any company which directly or indirectly owns, controls or holds with power to vote ten per centum or more of the voting stock of a banking institution. 7. "Banking subsidiary," when used in this article, means a subsidiary that is a banking institution, and a "non-banking subsidiary" means a subsidiary that is not a banking institution. 8. "Out-of-state bank holding company", when used in this article, means a bank holding company as defined in Title twelve United States Code Section 1841 which conducted its principal banking business in a state other than this state or in the District of Columbia on July first, nineteen hundred sixty-six or the date on which such company became a bank holding company, whichever was the last to occur. The jurisdiction in which an out-of-state bank holding company conducts its principal banking business is that state or the District of Columbia in which the total deposits of such company and its banking subsidiaries are largest. S 142. Limitations on, and regulation of, bank holding companies. 1. It shall be unlawful except with the prior approval of the banking board by a three-fifths vote of all the members thereof (a) for any action to be taken that causes any company to become a bank holding company; (b) for any action to be taken that causes a banking institution to become, or to be merged or consolidated with, a subsidiary of a bank holding company; (c) for any bank holding company, or for any trustee or trustees acting for the benefit of the stockholders or members of any bank holding company, to acquire direct or indirect ownership or control of any voting stock of any banking institution if, after such acquisition, such company or such trustee or trustees or both will directly or indirectly own, control or hold more than five per centum of the voting stock of such banking institution; (d) for any bank holding company or subsidiary thereof to acquire all or substantially all of the assets of a banking institution; or (e) for any bank holding company to merge or consolidate with another bank holding company. For the purposes of this section, the term "bank holding company" shall be deemed to include any successor thereof. Any company desiring to take any action requiring approval under this subdivision one shall submit an application therefor, in writing, to the superintendent and pay an investigation fee of five thousand dollars to the superintendent. If such action includes the acquisition of all the capital stock of one or more corporations organized under or subject to the provisions of article three, six or ten of this chapter, there shall be submitted in duplicate together with such application a written plan of acquisition of such stock in a form satisfactory to the superintendent and containing the information required by subdivision one of section one hundred forty-three-a of this chapter and a certificate which complies with the provisions of subdivision two of said section one hundred forty-three-a. Upon receipt of such application, the superintendent shall post notice of the receipt thereof upon the bulletin board of the banking department. The superintendent shall submit such application together with his recommendations in regard thereto and all papers, correspondence and other information in his possession and relating thereto, to the banking board which shall by order grant or deny the application and shall state the reasons for such grant or denial. An order granting such application may be made only by three-fifths vote of all the members thereof. An order shall be issued within one hundred twenty days after the date of the submission of the application to the superintendent and a copy thereof shall be posted upon the bulletin board of the banking department. In determining whether or not to approve any such application, the banking board shall take into consideration (i) the declaration of policy contained in section ten of the chapter, (ii) whether the effect of such action shall be either to result in the formation of a bank holding company or to expand the size or extent of the resulting or acquiring bank holding company beyond limits consistent with adequate or sound banking and the preservation thereof, or result in a concentration of assets beyond limits consistent with effective competition, (iii) whether such formation, merger, consolidation or acquisition may result in such a lessening of competition as to be injurious to the interest of the public or tend toward monopoly, and (iv) primarily, the public interest and the needs and convenience thereof. 2. The limitations in subdivision one and the provisions of section one hundred forty-three-b shall not apply to (a) stock acquired by a banking institution in good faith in a fiduciary capacity, except where such stock is held for the benefit of the stockholders of such banking institutions, or (b) stock acquired by a banking institution in settlement or reduction of a loan, or advance of credit, or in exchange for an investment previously made in good faith and in the ordinary course of business, where such acquisition of stock is necessary in order to minimize or avoid loss in connection with any such loan, advance of credit, or investment previously made in good faith and in the ordinary course of business, but any stock so acquired after the effective date of this act shall be disposed of within a period of two years from the date upon which it was acquired unless the superintendent shall authorize such banking institution, in writing, to hold such stock for a longer period, or (c) additional stock acquired by a bank holding company or a subsidiary thereof in a banking institution in which such bank holding company or subsidiary owned or controlled ten per centum of the voting stock prior to such acquisition, or (d) stock dividends, stock splits or additional stock acquired by a bank holding company, or by any subsidiary thereof, in the exercise of its pre-emptive right as a stockholder, or (e) any merger or consolidation between banking institutions that are subsidiaries of the same bank holding company, or any acquisition by a banking institution of all or substantially all of the assets of another banking institution that is a subsidiary of the same bank holding company. 3. (a) It shall be unlawful for any person knowingly to borrow, directly or indirectly, any money or property for the purpose of enabling such person to pay for or to hold shares of stock of a bank holding company from any subsidiary of such bank holding company, unless such borrowing is made upon security having an ascertained market value of at least fifteen per centum more than the amount thereof. Any person knowingly violating the provisions of this paragraph (a) of this subdivision three shall, for each offense, forfeit to the people of the state twice the amount of such borrowing. (b) Except in conformity with such rules and regulations as may be promulgated by the superintendent, it shall be unlawful for any executive officer or director of a bank holding company to borrow any sum of money from any subsidiary of such bank holding company. Every executive officer or director of such bank holding company violating the provisions of this paragraph shall, for each offense, forfeit to the people of the state twice the amount of such borrowing or borrowings. S 142-a. Limitation on acquisition of newly chartered banking institutions. 1. No bank holding company may acquire control of any banking institution which has been chartered for less than five years and has its principal office in a city or village with a population of fifty thousand or less if the principal office of a bank, trust company or national bank the principal office of which institution is located in this state and which institution is not a subsidiary of a bank holding company is located in such city or village; provided, however, such an acquisition may be consummated upon the obtaining of the appropriate supervisory approvals if: (a) application is pending for the institution being acquired to merge with or acquire the assets of another banking institution having its principal office in the same city or village and chartered for over five years, or if; (b) the superintendent finds that the banking institution being acquired was not chartered directly or indirectly by the acquiring bank holding company, its officers, directors or stockholders, and does not have the capacity to continue to conduct its business independently in a fashion consistent with the public interest and the interests of depositors, creditors, shareholders and stockholders. 2. No out-of-state bank holding company, which has acquired control of a banking institution that has been chartered for less than five years, may cause it to be merged into, or to have all or a substantial part of its assets acquired by, an out-of-state bank as defined in section two hundred twenty-two of this chapter which is controlled by the same out-of-state bank holding company, unless the superintendent finds that the banking institution being acquired was not chartered directly or indirectly by the bank holding company, its officers, directors or stockholders, and does not have the capacity to continue to conduct its business independently in a fashion consistent with the public interest and the interests of depositors, creditors and stockholders. The prohibitions contained in this subdivision shall not apply to an out-of-state bank holding company which, prior to the time of acquiring control of such banking institution, was in control of an out-of-state bank lawfully maintaining one or more branches in this state, provided that the merger or purchase of assets transaction is with its out-of-state bank which is lawfully maintaining the branch or branches in this state. 3. As used in this section, the term "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a banking institution, whether through the ownership of voting stock of such banking institution, the ownership of voting stock of any company which possesses such power or otherwise. Control shall be presumed to exist if any company, directly or indirectly, owns, controls or holds with the power to vote ten per centum or more of the voting stock of any banking institution or of any company which owns, controls or holds with power to vote ten percentum or more of the voting stock of such banking institution, but no person shall be deemed to control a banking institution solely by reason of his being an officer or director of such banking institution or company. 4. As used in this section, the term "village" shall mean either an incorporated or unincorporated village.
S 143. Limitations on directors, officers and employees. 2. Every director of a bank holding company who is contingently obligated on any loan or other extension of credit made by a banking subsidiary of the bank holding company of which he is a member of the board of directors to any other individual, partnership, unincorporated association or corporation, shall file a statement of his financial condition with such bank holding company at least once in each year and at such other times as the superintendent may require. This subdivision two shall not apply with respect to directors whose obligations are secured by collateral having an ascertained market value of at least fifteen per centum more than the amount of such obligations. 3. (a) No executive officer of a bank holding company may be an executive officer or director of another bank holding company or of a bank or trust company, savings bank, savings and loan association, national bank located in this state, federal savings and loan association located in this state or foreign banking corporation maintaining a branch in this state, unless permission therefor has been granted by the banking board pursuant to the provisions of subparagraph (b) of this subdivision, except that an executive officer of a bank holding company may be (i) an executive officer and (ii) a director of one or more banking institutions which are subsidiaries of such bank holding company; provided, however, that an executive officer of a bank holding company, who on the effective date of this act is an executive officer or director of another bank holding company or of a bank or trust company, or of a savings bank, savings and loan association, national bank located in this state, federal savings and loan association located in this state or foreign banking corporation maintaining a branch in this state, may continue to hold such other office, without permission from the banking board, until the expiration of the term of such office or the close of business on the last day of December, nineteen hundred seventy-four, whichever occurs sooner. (b) The banking board shall have the power to determine by regulation who shall be considered, under the provisions of this subdivision, to be an executive officer, and by a general or specific regulation, upon a three-fifths vote of all its members, to grant permission to an executive officer of a bank holding company to be at the same time an executive officer, director or trustee or both an executive officer and a director or a trustee of another bank holding company or of a bank or trust company, savings bank, savings and loan association, national bank located in this state, federal savings and loan association located in this state or foreign banking corporation maintaining a branch in this state. Such permission may be granted only if in the judgment of the banking board such service by the executive officer will be consistent with the policy of the state of New York as declared in section ten of this chapter. The banking board shall have the power to revoke such permission by a like vote whenever it finds, after a reasonable notice and an opportunity to be heard, that the public interest requires such revocation. (c) For the purposes of this subdivision, the terms "subsidiary", "banking institution" and "bank holding company" shall each be given the same meaning as is contained in their respective definition in section one hundred forty-one of this chapter, except that the definition of "bank holding company" is modified by deleting the phrase "each of two or more" and substituting the word "institution" for "institutions", and the definition of the term "banking institution" is modified to include a foreign banking corporation maintaining a branch in this state. (d) All other restrictions and limitations imposed by this chapter on executive officers and directors of bank holding companies shall continue in effect. S 143-a. Acquisitions by companies of all the capital stock of banks, trust companies and industrial banks. 1. A company having capital stock divided into shares which desires to acquire all the capital stock of one or more corporations organized under or subject to the provisions of article three, six, or ten of this chapter, shall, together with such corporation or corporations, submit in duplicate to the superintendent a written plan of acquisition of such stock. Such plan shall be in form satisfactory to the superintendent, shall specify each corporation the stock of which is to be acquired by the company and shall prescribe the terms and conditions of the acquisition and the mode of carrying it into effect, including the manner of exchanging the shares of each of the corporations for shares or other securities of the company. Any such plan may provide for the payment of cash in lieu of the issuance of fractional shares of the company. At the time of submission to the superintendent of the written plan of acquisition of stock, an investigation fee of two thousand five hundred dollars shall be paid to the superintendent; provided, however, that if the plan of acquisition has been submitted in connection with an application submitted by the company pursuant to section one hundred forty-two of this chapter, no investigation fee shall be payable pursuant to this section. 2. There shall be submitted, in duplicate, to the superintendent with the plan of acquisition of stock, a certificate of the president or secretary of the company, certifying that such plan has been approved by the board of directors or other governing body of his company by a majority vote of all the members thereof, and a certificate of the president, secretary or cashier of each corporation, the acquisition of all the capital stock of which is provided for, certifying that such plan has been approved by the board of directors of his corporation by a majority vote of all the members thereof, and that such plan was thereafter submitted to the stockholders of such corporation at a meeting thereof held upon notice of at least fifteen days, specifying the time, place and object of such meeting and addressed to each stockholder at the address appearing upon the books of the corporation and published at least once a week for two successive weeks in one newspaper in the county in which such corporation has its principal place of business and that such plan has been approved at such meeting by the vote of the stockholders owning at least two-thirds in amount of the stock of such corporation. 3. If no action to be taken pursuant to the plan of acquisition requires the prior approval of the banking board pursuant to section one hundred forty-two of this chapter, the superintendent shall approve or disapprove of a proposed plan of acquisition within one hundred twenty days after the submission of such plan of acquisition to him, and in determining whether or not to approve any such plan the superintendent shall take into consideration the declaration of policy contained in section ten of this chapter. If any action to be taken pursuant to the plan of acquisition requires such prior approval of the banking board, the superintendent shall submit such plan of acquisition together with his recommendations in regard thereto and all papers, correspondence and other information in his possession and relating thereto, to the banking board for its approval or disapproval as part of the application submitted to it pursuant to said section one hundred forty-two. If the superintendent or the banking board shall approve such plan of acquisition, the superintendent shall file the plan, together with such certificates and the original of the approval of the superintendent or a certified copy of the approving resolution of the banking board, in the office of the superintendent. Upon such filing in the office of the superintendent, the plan, and the acquisitions provided for therein, shall become effective, unless a later date is specified in the plan, in which event the plan and such acquisitions shall become effective upon such later date. 4. Any stockholder of any such corporation, entitled to vote on such plan of acquisition, who does not assent thereto shall, subject to and by complying with section six thousand twenty-two of this chapter, have the right to receive payment of the fair value of his shares and the other rights and benefits provided by such section. 5. Notwithstanding the provisions of subdivisions one, two, three and four of this section, the banking board, by general regulation, may establish particular procedures enabling the acquisition of all the capital stock of a stock-form savings bank or stock-form savings and loan association by a company having capital stock divided into shares, provided that such acquisition occurs as part of a transaction in which such savings bank or savings and loan association is converted from mutual to stock form. 6. Notwithstanding the provisions of subdivision three of section two-b of this chapter, when applying this section to limited liability trust companies, the term "capital stock" shall mean the equity interest of a member as set forth in the company`s articles of organization or, in the absence of such a provision, the equity interest represented by a member`s right to a proportionate share of the profits of the company. S 143-b. Acquisition by companies of control of banking institutions. 1. It shall be unlawful except with the prior approval of the banking board by a three-fifths vote of all the members thereof for any company to acquire control of any banking institution, directly or indirectly, provided, however, that the provisions of this section shall not apply to a bank holding company, a company which has submitted to the superintendent a plan of acquisition pursuant to section one hundred forty-three-a or stock described in subdivision two of section one hundred forty-two. As used in this section, the term "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a banking institution, whether through the ownership of voting stock of such banking institution, the ownership of voting stock of any company which possesses such power or otherwise. Control shall be presumed to exist if any company, directly or indirectly, owns, controls or holds with the power to vote ten per centum or more of the voting stock of any banking institution or of any company which owns, controls or holds with power to vote ten per centum or more of the voting stock of such banking institution, but no person shall be deemed to control a banking institution solely by reason of his being an officer or director of such banking institution or company. The superintendent may in his discretion, upon the application of a banking institution or any company which, directly or indirectly, owns, controls or holds with power to vote or seeks to own, control or hold with power to vote any voting stock of such banking institution, determine whether or not the ownership, control or holding of such voting stock would constitute control of such banking institution for purposes of this section. 2. A company desiring to acquire control of a banking institution may file application therefor, in writing, with the superintendent and pay an investigation fee of five thousand dollars to the superintendent; provided, however, that where the banking institution to be acquired shall have capital stock, surplus and undivided profits not in excess of fifteen million dollars, the investigation fee shall be one thousand dollars. The application shall contain such information as the superintendent or banking board, by rule or regulation, may prescribe as necessary or appropriate for the purpose of making the determination required by subdivision three of this section. 3. Upon receipt of such application, the superintendent shall post notice of the receipt thereof upon the bulletin board of the banking department. The superintendent shall submit such application together with his recommendation in regard thereto and all papers, correspondence and other information in his possession and relating thereto, to the banking board which shall by order grant or deny the application and shall state the reasons for such grant or denial. An order granting such application may be made only by three-fifths votes of all the members thereof. An order shall be issued within one hundred twenty days after the date of the submission of the application to the superintendent and a copy thereof shall be posted upon the bulletin board of the banking department. In determining whether or not to approve any such application, the banking board shall take into consideration (i) the declaration of policy contained in section ten of the chapter, (ii) whether the effect of such action shall be consistent with adequate or sound banking and the preservation thereof, or result in a consolidation of assets beyond limits consistent with effective competition, (iii) whether such acquisition of control may result in such a lessening of competition as to be injurious to the interest of the public or tend toward monopoly, and (iv) primarily, the public interest and the needs and convenience thereof. 4. This section shall not apply to the exercise of control in a national banking association if the acquisition of such control or its exercise is subject to approval or disapproval pursuant to federal law. 5. For a period of six months from the date of qualification thereof and for such additional period of time as the superintendent may prescribe in writing, the provisions of subdivisions one, two and three of this section shall not apply to a transfer of control by operation of law to the legal representative, as hereinafter defined, of a company which has control of a banking institution. Thereafter, such legal representative shall comply with the provisions of subdivisions one and two of this section. The provisions of subdivision three of this section shall be applicable to an application made under this section by a legal representative. The term "legal representative," for the purposes of this section, shall mean one duly appointed by a court of competent jurisdiction to act as executor, administrator, trustee, committee, conservator or receiver, including one who succeeds a legal representative and one acting in an ancillary capacity thereto in accordance with the provisions of such court appointment. If any provision of this section, or the application of such provision to any individual, company, corporation or circumstance, shall be held invalid, the remainder of this section, and the application thereof to anyone other than one to which it is held invalid, shall not be affected thereby. S 144. Administration. 1. Within one hundred eighty days after the date of enactment of this act, or within one hundred eighty days after becoming a bank holding company, whichever is later, a bank holding company shall register with the superintendent, on forms prescribed by the banking board, such information with respect to the inter-company relationships and stock holdings in banking institutions of such bank holding company and its subsidiaries, and related matters, as the banking board may deem necessary or appropriate to carry out the purposes of this chapter. The banking board may, in its discretion, by a three-fifths vote of all the members thereof, extend the time within which a bank holding company shall register and file the requisite information. 2. The banking board from time to time may require from a bank holding company and its non-banking subsidiaries reports under oath to keep such board informed as to whether the provisions of this chapter have been complied with. S 145. Penalties; restraining orders and injunctions. 1. Any company which wilfully violates any provision of this article is guilty of a misdemeanor and upon conviction thereof shall be fined not more than one thousand dollars for each day during which such violation continues. 2. Any individual who wilfully participates in a violation of any provision of this article is guilty of a misdemeanor and upon conviction thereof shall be fined not more than ten thousand dollars or shall be imprisoned not more than one year, or both. 3. If any action violates or would violate any of the provisions of this article, the superintendent or his duly authorized agent may apply to the supreme court of this state for the enforcement of this article; and such court shall have jurisdiction to enforce obedience thereto, to order divestment of stock illegally acquired, held or voted, by injunction or by other process, mandatory or otherwise, and to restrain violation of this article. S 146. Saving provision. Nothing herein contained shall be interpreted or construed as approving any act, action or conduct which is or has been or may be in violation of existing law, nor shall anything herein contained constitute a defense to any action, suit, or proceeding, pending or hereafter instituted on account of any act, action, or conduct prohibited by law. S 147. Separability of provisions. If any provision of this article, or the application of such provision to any individual, company or circumstance, shall be held invalid, the remainder of the article, and the application of such provision to individuals, companies or circumstances other than those to which it is held invalid, shall not be affected thereby.