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.