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Can you summarize NYCL BNK Article 13?
Banking > Merger; Voluntary Dissolution; Superintendent's Taking Possession; Reorganization; Liquidation
Short Summary
This legal document authorizes various types of mergers in the state of New York. It applies to corporations organized under the laws of New York, mutual savings banks, mutual savings and loan associations, safe deposit companies, banks, trust companies, stock-form savings banks, stock-form savings and loan associations, and subsidiaries or affiliates of a bank, trust company, savings bank or savings and loan association. The document does not specify any exemptions or penalties. The Superintendent of Financial Services has the authority to approve and define mergers between and among banking institutions. The Superintendent may also promulgate regulations to implement and define the provisions of this document. This legal document governs the process of merger between corporations. It requires corporations planning to merge to submit a written plan of merger to the superintendent. The plan should specify the merging corporations and the receiving corporation, as well as the terms and conditions of the merger. The plan may also include the name of the receiving corporation and the composition of its board of directors. In the case of stock corporations, the plan should be approved by the board of directors and the stockholders of each merging corporation. For mutual savings banks, mutual savings and loan associations, or credit unions, the plan should be approved by the board of trustees or directors. In the case of a merger between a safe deposit company and a bank or trust company, certain conditions and provisions must be met. The document does not mention any exemptions or penalties. This legal document authorizes the acquisition of assets by various entities in the state of New York. It allows corporations to acquire assets of other corporations subject to the same article of the Consolidated Laws of New York. It also permits the acquisition of assets of safe deposit companies by banks or trust companies, mutual savings banks by other mutual savings banks, mutual savings and loan associations by other mutual savings and loan associations, stock-form savings banks by other stock-form savings banks, stock-form savings and loan associations by other stock-form savings and loan associations, and certain out-of-state banks or trust companies by banks, trust companies, stock-form savings banks, or stock-form savings and loan associations. The superintendent may authorize the acquisition of assets of banking institutions by another banking institution. The document outlines the requirements for submitting a written plan for the acquisition, including the payment of an investigation fee. It also mandates the submission of certificates from the selling and acquiring corporations, certifying the approval of the acquisition plan by their respective boards of directors and stockholders. The document concludes by stating that it does not prohibit other purchases of assets permitted by applicable law. This legal document governs the approval or disapproval of proposed mergers or acquisitions of banking organizations. It applies to banking organizations seeking to merge or acquire all or a substantial part of the assets of another banking organization. The document requires the superintendent to review and approve or disapprove the proposed plan within 120 days of submission. The superintendent considers factors such as the declaration of policy, the impact on the size and competition of the resulting institution, the potential lessening of competition, and the public interest. If approved, the plan is filed with the superintendent and the county clerk’s office. The merger or acquisition becomes effective upon filing, unless a later date is specified. The document does not specify any exemptions or penalties. This section governs the voluntary sale, lease, exchange, or other disposition of property, rights, privileges, and franchises by corporations organized under the laws of New York and subject to specific articles of the Consolidated Laws of New York. The section outlines the procedure for authorizing such transactions, including the approval by the board of directors or trustees and the authorization by stockholders or shareholders. It also allows the board to abandon the proposed transaction without further action by the stockholders or shareholders. The section provides exemptions for certain authorized acquisitions, sales, or dispositions of assets, as well as for specific types of corporations or associations. No penalties are mentioned in this section. This legal document governs the effect of a merger. When a merger becomes effective, the receiving corporation is considered the same business and corporate entity as each corporation merged into it. All the property, rights, powers, and franchises of the merged corporation vest in the receiving corporation. The receiving corporation assumes all the debts, liabilities, obligations, and duties of the merged corporation and succeeds to all its relationships. Any reference to the merged corporation in contracts, wills, or documents is considered a reference to the receiving corporation, unless inconsistent. Pending actions or judicial proceedings involving the merged corporation can continue and be prosecuted to final judgment, with the receiving corporation being substituted as a party. However, a corporation organized under this chapter cannot acquire additional powers or engage in any business not conferred by the provisions of this chapter through a merger with a corporation organized under a different law. No specific exemptions or penalties are mentioned in this document. The receiving corporation may require the return of the original certificate or certificates held by each stockholder or shareholder in such other corporation or corporations and may issue in lieu thereof new certificates for such number of its own shares, or pay or deliver such other consideration, as such stockholder or shareholder may be entitled to receive under the merger plan. This legal document governs the rights of dissenting stockholders in various scenarios. Firstly, in the case of a merger, any stockholder of the merging corporation who is entitled to vote but does not assent to the merger has the right to receive payment of the fair value of their shares and other rights and benefits. Secondly, in the case of a plan of acquisition of assets, any stockholder of the selling corporation who is entitled to vote but does not assent to the plan has the right to receive payment of the fair value of their shares and other rights and benefits. Lastly, in the case of a sale, lease, exchange, or other disposition that requires stockholder authorization, any stockholder of the corporation making such a disposition who is entitled to vote but does not assent to it has the right to receive payment of the fair value of their shares and other rights and benefits. However, there is an exemption for transactions wholly for cash where the stockholders’ authorization is conditioned upon the distribution of all the net proceeds of the transaction to the stockholders within one year and upon the dissolution of the corporation. This legal document governs the transfer of fiduciary relationships between banking institutions in the state of New York. It applies to various types of banking institutions, including banks, trust companies, national banking associations, savings banks, savings and loan associations, federally chartered savings banks, federally chartered savings associations, and branches or agencies of foreign banking corporations licensed in New York. The document allows a transferee banking institution to assume all fiduciary relationships of the transferor banking institution, provided that the transferee has assumed the deposit liabilities of the transferor. Upon filing a certificate with the superintendent, the transferee becomes vested with all the property, rights, powers, and franchises of the transferor as fiduciary. The transferee also assumes all the debts, liabilities, obligations, and duties of the transferor as fiduciary and succeeds to all the fiduciary relationships of the transferor. The document specifies that the fiduciary relationships of the transferor include various roles such as agent, trustee, guardian, receiver, committee, conservator, executor, administrator, and other fiduciary capacities mentioned in the relevant section of the Consolidated Laws of New York. However, the transferee cannot assume fiduciary relationships that it would not otherwise have the power to undertake and perform. The document does not authorize the transferee to maintain any previously maintained office of the transferor, and the authority to maintain such office is governed by other applicable laws. Additionally, the document does not apply to contracts of the transferor for the leasing of safe deposit boxes or vaults. This legal document governs the voluntary liquidation, sale of assets, and forfeiture of charter by non-user for corporate banking organizations. It outlines the procedures and requirements for a banking organization to voluntarily wind up its affairs, including obtaining approval from the superintendent, holding meetings of stockholders or shareholders, and filing necessary documents. The document also covers the process for closing the corporation, presenting claims to the corporation for payment, and seeking court orders for the closure and dissolution of the corporation. Additionally, it provides provisions for foreign banking corporations operating in New York and their voluntary liquidation procedures. No specific penalties are mentioned in this document. This legal document governs the transfer of deposit liabilities of a bank or trust company to another bank or trust company. It allows a bank or trust company to enter into an agreement with another entity to assume its deposit liabilities, subject to approval by the superintendent. To facilitate this transfer, the bank or trust company may borrow money from the Federal Deposit Insurance Corporation (FDIC) and pledge its assets as security, or sell its assets to the FDIC. The money borrowed or realized from the sale or pledge, along with other assets, may be transferred to the acquiring bank or trust company. If the superintendent takes possession of the business and property of the bank or trust company, any unpaid claims existing at the time of the transfer will be determined according to the provisions of the article. The document also outlines the payment of dividends on allowed claims and the use of proceeds from the sale or liquidation of assets to cover deficiencies. The superintendent is empowered to take necessary actions to protect the interests of claim owners. The document further allows the superintendent to enter into an agreement with the FDIC and the acquiring bank or trust company for the payment of claims from the proceeds of asset sales or liquidation. This document does not repeal or modify any other provisions of law regarding the sale, conveyance, or transfer of assets by a bank or trust company. This legal document governs the circumstances under which the superintendent may take possession of the business and property of a banking organization. The superintendent has the discretion to take possession if the banking organization has violated any law, is conducting business in an unauthorized or unsafe manner, is in an unsound or unsafe condition, cannot continue business safely, has an impairment of capital, has suspended payment of obligations, has neglected or refused to comply with the superintendent’s orders, has refused to submit records for inspection, has refused to be examined under oath, or has neglected, refused, or failed to proceed with voluntary liquidation. The superintendent may surrender possession and allow the banking organization to resume business under approved conditions. The superintendent may hold possession until the organization’s affairs are liquidated, unless possession is surrendered, enjoined, or the organization voluntarily winds up its affairs. The document also covers the possession of foreign banking corporations in New York and the liquidation process for such corporations. The claims of creditors arising from transactions with the New York agency or branch are accepted for payment, while certain claims and liabilities to other offices, agencies, branches, or affiliates are not accepted. The remaining assets are turned over to other liquidated offices or the principal office of the foreign banking corporation. The document also includes definitions and provisions related to the liquidation of investment companies. This legal document governs the resumption of business by banks, trust companies, stock-form savings banks, and stock-form savings and loan associations. It outlines the conditions and permissions granted by the superintendent for these entities to resume business. The document also specifies the limitations on payments for deposits and debts incurred before the restrictions were imposed or before the superintendent took possession of the entity. Additionally, it addresses the issuance of non-negotiable transferable certificates to depositors and creditors upon resuming business. The document further covers the determination of excess assets and the pro rata payment on certificates. It prohibits the payment of dividends on stock while certificates are outstanding unless certain conditions are met. The document also grants voting rights to certificate holders and outlines the process for electing directors and officers. It establishes the priority of payment for deposits and debts in case the superintendent retakes possession of the entity. Lastly, the document provides provisions for the retirement of certificates through various methods and the approval process by the superintendent and the court. This legal document governs the resumption of business for corporations under the possession of the superintendent or operating on a restricted basis. It allows such corporations to resume business in accordance with a plan of reorganization. The plan may involve depositors and other creditors receiving less than the full amount of their claims and/or receiving certificates of beneficial interest in certain segregated assets and/or stock of the corporation. Stockholders may contribute their shares of capital stock and/or money in lieu of assessments upon such stock. All depositors, creditors, and stockholders of the corporation, regardless of their consent to the plan, are subject to and bound by its provisions. The superintendent can only permit resumption of business if the plan is fair and equitable to all depositors, creditors, and stockholders, and if the required consent has been obtained. The permission to resume business under the plan of reorganization must be granted by the supreme court upon application. Adequate notice must be given to depositors, creditors, and stockholders of the corporation. This provision governs the appointment of special deputy superintendents, counsel, expert assistants, and other employees by the superintendent of the department for the purpose of liquidating the business and affairs of banking organizations in the superintendent’s possession. The superintendent may appoint one or more special deputy superintendents as agents to assist in the liquidation process. The appointment is made by a certificate filed in the superintendent’s office and a certified copy is filed with the supreme court. The superintendent has the authority to delegate duties to the special deputy superintendents. Additionally, the superintendent may employ counsel, expert assistants, and retain officers or employees of the banking organization for the liquidation and distribution of its assets. The superintendent may require security from the appointed agents and assistants. The provision does not mention any specific penalties or exemptions. This legal document pertains to the superintendent of a banking organization and attorneys of the banking organization. When the superintendent is in possession of a banking organization and attorneys assert liens against causes of action, pleadings, papers, evidences of title, or assets of the banking organization in the possession of such attorneys, the superintendent may initiate special proceedings. The superintendent can petition the court to determine the amount of such liens. These proceedings must be initiated in the county where the principal office of the banking organization is located. The court, upon application by the superintendent and after providing notice to the attorneys, may order the attorneys to deliver all property against which the liens are asserted to the superintendent. The court may also direct the attorneys to provide consents to substitution of attorneys as directed by the court. The superintendent must furnish security to the attorneys as determined by the court. No specific penalties or exemptions are mentioned in this provision. This legal document governs the process of taking possession of the property and business of a banking organization by the superintendent. When the superintendent takes possession, they are required to notify all corporations, unincorporated associations, partnerships, governmental entities, other entities, and individuals known to hold any assets of the banking organization. Once notified, these entities and individuals cannot have a lien or charge against any assets of the banking organization for liabilities incurred after the notification. Upon written demand by the superintendent, any entity or individual holding assets of the banking organization must deliver them to the superintendent and will be discharged from liability with respect to any claim upon those assets. However, secured creditors with a perfected security interest or other valid lien or security interest enforceable against third parties are exempted and may retain collateral. The document also clarifies that the right of setoff permitted under applicable law is not affected. Additionally, in the liquidation of a branch or agency of a foreign banking corporation, setoff against liabilities of the foreign banking corporation is limited to transactions with that branch or agency. This document does not specify any specific penalties for non-compliance or violation of its provisions. This legal document governs the process of declaring and paying dividends to creditors, distributions to stockholders, dissolution of stock corporations, and the destruction of documents. The document applies to the Superintendent, creditors whose claims or accounts payable have been accepted or established, stockholders of stock corporations, and the stock corporations themselves. The Superintendent may declare and pay dividends to creditors, subject to certain conditions and limitations. After paying dividends to creditors, if there are remaining assets, the Superintendent continues the liquidation process and distributes the proceeds among the persons entitled according to their rights and interests. The document also outlines the process for declaring the dissolution of a corporate banking organization upon completion of liquidation. Additionally, it provides the authority for the destruction or disposal of records, documents, and correspondence related to the liquidation process as authorized by the Supreme Court. This legal document governs the payment of dividends in specific scenarios. It states that when a claim or an account payable in the name of a minor is accepted by the superintendent, dividends shall be paid to the minor, and the minor’s receipt or acquittance shall release and discharge the superintendent. If an adverse claim is asserted, the superintendent will not recognize the claimant unless they obtain a restraining order or injunction against the superintendent or execute a bond indemnifying the superintendent. In actions or proceedings against the superintendent to recover dividends, the court may make an order adding claimants as parties and determine the rights and interests of the parties. The dividends may remain with the superintendent until final judgment or be paid into court. The costs in such actions are at the discretion of the court. If the superintendent is unsure about the rightful recipient of a dividend or if there are conflicting claims, they may require an order from the supreme court. However, the superintendent is held harmless for payments made in good faith. No specific penalties are mentioned in this document. This section pertains to the service of notice or process during a time of war. If the superintendent is required to give or serve any communication, notice, or other paper or process to any person, but such giving or service is prohibited by the Trading with the Enemy Act or any other law, rule, regulation, or license, then the communication, notice, or other paper or process shall be considered duly given or served if given or served on behalf of the person to the noncitizen property custodian or any other officer appointed by the president to take possession of the property of noncitizen enemies. However, if the president or designated officer has authorized or licensed the giving or service of the communication, notice, or other paper or process, then this section does not apply, and the superintendent must give or serve the communication, notice, or other paper or process in accordance with such authorization or license. This legal document governs the power of the superintendent to appoint a receiver or liquidator for a banking organization or branch/agency of a foreign banking corporation. The superintendent has the discretion to appoint the Office of the Comptroller of the Currency, the Federal Deposit Insurance Corporation, the National Credit Union Administration, or any other regulator or insurer empowered by federal law. The appointed regulator or insurer has the same rights, powers, and privileges as the superintendent in their capacity as a receiver or liquidator. They can act without the need for a bond or other security. The regulator or insurer is also subrogated to the rights of depositors or shareholders upon payment. Additionally, the superintendent or the appointed regulator or insurer has the power to sell, transfer, assign, consolidate, or dispose of assets, including fiduciary relationships, without the need for stockholder, shareholder, or court approval. They can also borrow from the regulator or insurer and use the assets of the banking organization or branch/agency as security for the loan.
Whom does it apply to?
Corporations organized under the laws of New York, mutual savings banks, mutual savings and loan associations, safe deposit companies, banks, trust companies, stock-form savings banks, stock-form savings and loan associations, subsidiaries or affiliates of a bank, trust company, savings bank or savings and loan association
What does it govern?
Merger; Voluntary Dissolution; Superintendent's Taking Possession; Reorganization; Liquidation
What are exemptions?
No exemptions are mentioned.
What are the Penalties?
No specific penalties are mentioned in this document.
Jurisdiction
New York