N.Y. Comp. Codes R. & Regs. Tit. 3 § 16.3 - Authorized transactions

(a) The following mergers are hereby authorized:

(1) one or more stock-form thrift institutions with another stock-form thrift institution;

(2) one or more stock-form thrift institutions with one or more commercial banks;

(3) subject to the conditions contained in subdivision (e) of this section, one or more mutual thrift institutions with one or more stock-form thrift institutions or commercial banks;

(4) one or more stock-form thrift institutions with one or more Federal thrift institutions or national banks;

(5) subject to the conditions contained in subdivision (e) of this section, one or more mutual thrift institutions with one or more Federal thrift institutions or national banks.

(6) one or more commercial banks with one or more Federal thrift institutions; and

(7) one or more investment companies into a commercial bank or a national bank.

(b) The following acquisitions of all or a substantial part of the assets of banking institutions, whether by purchase or otherwise, other than by merger, are hereby authorized:

(1) one or more stock-form savings banks by a stock-form savings and loan association, mutual thrift institution or commercial bank, and one or more stock-form savings and loan associations by a stock-form savings bank, mutual thrift institution or commercial bank;

(2) one or more mutual savings banks by a mutual savings and loan association, stock- form thrift institution or commercial bank, and one or more mutual savings and loan associations by a mutual savings bank, stock-form thrift institution or commercial bank, provided that acquisitions of all or substantially all of the assets of mutual thrift institutions are subject to the conditions contained in subdivision (e) of this section;

(3) one or more mutual thrift institutions by a Federal thrift institution or national bank, provided that acquisitions of all or substantially all of the assets of mutual thrift institutions are subject to the conditions contained in subdivision (e) of this section;

(4) one or more commercial banks by a stock-form thrift institution or mutual thrift institution;

(5) one or more Federal thrift institutions by a stock-form thrift institution, mutual thrift institution or commercial bank;

(6) one or more national banks by a stock-form thrift institution or mutual thrift institution; and

(7) one or more investment companies by a commercial bank or national bank.

(c)

(1) Except as provided in paragraph (2) of this subdivision, any merger of a commercial bank or stock-form thrift institution authorized by this Part shall be approved by the board of directors and the stockholders of such institution in accordance with the procedure prescribed in Banking Law, section 601(1)-(2).

(2) In those cases where a mutual thrift institution plans to convert to stock form, and immediately thereafter merge with a stock-form banking institution, the plan of conversion shall contain a full description of the entire transaction. The conversion from mutual to stock form shall, in the case of a supervisory conversion, be approved by the board of trustees, in the case of a savings bank, or the board of directors in the case of a savings and loan association, in the manner prescribed in section 86.12 of this Title; in all other cases, the conversion shall be approved by the board of trustees and depositors, in the case of a savings bank, or the board of directors and shareholders, in the case of a savings and loan association, in the manner prescribed in section 86.4 of this Title. The approval of the plan of conversion by the board of trustees, in the case of a savings bank, or board of directors, in the case of a savings and loan association, of the converting institution shall also constitute the only corporate approval required for any merger described in this paragraph.

(3) Any merger of a mutual thrift institution authorized by this Part shall be approved by the board of trustees in the case of a savings bank, or the board of directors, in the case of a savings and loan association, in accordance with the procedure prescribed in Banking Law, section 601(1) and (3).

(4) Any Federal thrift institution or national bank whose merger into a State-chartered banking institution is authorized by this Part shall submit to the superintendent a certificate, prepared by an appropriate officer, certifying that all steps have been taken which are necessary under Federal law to merge.

(d)

(1) Any acquisition, authorized by this Part, of all or a substantial part of the assets of another banking institution by a commercial bank or stock-form thrift institution, or any disposal, authorized by this Part, of all or a substantial part of the assets of a commercial bank or stock-form thrift institution to another banking institution, shall be approved by the board of directors and the stockholders of such commercial bank or stock-form thrift institution in accordance with the procedure prescribed in Banking Law, section 601-a(2)-(3).

(2) Any acquisition, authorized by this Part, of all or a substantial part of the assets of another banking institution by a mutual thrift institution, or any disposal, authorized by this Part, of all or a substantial part of the assets of a mutual thrift institution, shall be approved by the board of trustees, in the case of a savings bank, or the board of directors, in the case of a savings and loan association, of such mutual thrift institution, in accordance with the procedure prescribed in Banking Law, section 601(1) and (3), for approving mergers.

(3) Any Federal thrift institution or national bank whose disposal of all or a substantial part of its assets to a State-chartered banking institution is authorized by this Part shall submit to the superintendent a certificate, prepared by an appropriate officer, certifying that all steps have been taken which are necessary under Federal law to the disposal of its assets.

(e)

(1) Where the superintendent has determined that grounds exist for him to take possession of the business and property of a mutual thrift institution, in that such institution:

(i) is or will in the immediate future be unable to meet its obligations;

(ii) is or otherwise would be in an unsafe and unsound condition; or

(iii) cannot with safety and expediency continue business;

he may authorize the institution to merge into, or dispose of all or a substantial part of its assets to, a stock-form thrift institution, commercial bank, federally chartered stock-form thrift institution or national bank, in a transaction in which the mutual thrift institution's depositors or shareholders have no right of approval or right to subscribe for shares to be issued by the surviving institution. In determining whether to authorize such a merger, the superintendent shall take into consideration the declaration of policy contained in section 10 of the Banking Law.

(2) Notwithstanding paragraph (1) of this subdivision, the superintendent may approve the merger of a mutual savings bank with outstanding certificates representing contributions to its surplus account into a phantom stock-form savings bank if there is compliance with the provisions of sections 86.4 and 86.6 of Part 86 of this Title as if the mutual thrift institution were converting to stock form.

Notes

N.Y. Comp. Codes R. & Regs. Tit. 3 § 16.3