§ 600. Merger; when authorized. The following mergers are hereby authorized: (1) One or more corporations organized under the laws of this state and subject to the provisions of article three, article eight, article eleven or article twelve of this chapter with another corporation subject to the provisions of the same article. (2) One or […]
§ 601. Merger agreement; authorization; approval; filing. 1. A written plan of merger shall be submitted, in duplicate, to the superintendent by the corporations which are to merge. Such plan shall be in form satisfactory to the superintendent, shall specify each corporation to be merged and the corporation which is to receive into itself the […]
§ 601-a. Purchase of assets. 1. The following acquisitions are hereby authorized whether by purchase or otherwise, other than by merger, of all or a substantial part of the assets of: (a) One or more corporations organized under the laws of this state and subject to the provisions of article three, article eight or article […]
§ 601-b. Approval or disapproval of merger or purchase of assets. 1. The superintendent shall approve or disapprove of a proposed merger as authorized by section six hundred of this chapter or a proposed acquisition of all or a substantial part of the assets of any banking organization as authorized by section six hundred one-a […]
§ 601-c. Sale, lease, exchange or other disposition of property, rights, privileges and franchises. 1. Subject to subdivision eight of section six hundred five of this chapter, and except as otherwise provided by law or by its organization certificate or other certificate filed pursuant to law, a corporation organized under the laws of this state […]
§ 602. Effect of merger. At the time when a merger becomes effective: (1) the receiving corporation shall be considered the same business and corporate entity as each corporation merged into it; (2) all of the property, rights, powers and franchises of any corporation that shall be so merged shall vest in the receiving corporation […]
§ 603. Issuance of new certificates of stock or other consideration. 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 […]
§ 604. Rights of dissenting stockholders. The following stockholders 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 their shares and the other rights and benefits provided by such section: 1. In the case of a merger pursuant to […]
§ 604-a. Transfer of fiduciary relationships. 1. If any banking institution, including a bank or trust company, national banking association, savings bank, savings and loan association, federally chartered savings bank, federally chartered savings association, or a branch or agency of a foreign banking corporation licensed pursuant to article two of this chapter, located in this […]
§ 605. Voluntary liquidation; sale of assets; forfeiture of charter by non-user. 1. Any corporate banking organization, the assets of which have a value at least equal to its liabilities, exclusive of any liability to shareholders or stockholders, as such, may voluntarily wind up its affairs; but no banking organization of which the superintendent has […]
§ 605-a. Transfer of deposit liabilities of bank or trust company; sale or pledge of assets to facilitate such transfer. 1. A bank or trust company may, pursuant to a plan approved by the superintendent, enter into an agreement with another bank or trust company, whereby its liabilities to depositors will be assumed by such […]
§ 606. When superintendent may take possession of banking organization; when possession may be surrendered. 1. The superintendent may, in his discretion, forthwith take possession of the business and property of any banking organization whenever it shall appear that such banking organization: (a) Has violated any law; (b) Is conducting its business in an unauthorized […]
§ 607. Manner and time within which taking possession may be tested. At any time within ten days after the superintendent has taken possession of the property and business of any banking organization such banking organization may apply to the supreme court in the judicial district in which its principal office is located, for an […]
§ 609. Resumption of business by bank, trust company or industrial bank; retirement of certificates; applicability to stock-form savings banks and stock-form savings and loan associations. 1. Any bank, trust company, stock-form savings bank or stock-form savings and loan association of which the superintendent has taken possession or which is operating under restrictions imposed by […]
§ 610. Resumption of business in accordance with plan of reorganization. The superintendent, in his discretion, may permit a corporation of which he has taken possession or which is operating on a restricted basis pursuant to regulations promulgated by duly constituted authority, to resume business in accordance with a plan of reorganization under which depositors […]
§ 611. Special deputies; assistants; counsel and other employees. The superintendent may, by certificate, under his hand and the official seal of the department, appoint one or more special deputy superintendents as agent or agents to assist him in liquidating the business and affairs of any banking organization in his possession. The superintendent shall file […]
§ 611-a. Appointment of single judge. When the superintendent has taken possession of and is liquidating the business and property in this state of any banking organization under the provisions of this article, the superintendent shall be entitled to the appointment of a single judge to supervise the liquidation upon request to the administrative judge […]
§ 612. Certificates to be recorded and received in evidence. The superintendent, deputy superintendents, and the special deputy superintendents designated under the provisions of section six hundred eleven of this chapter, are hereby authorized to subscribe and acknowledge written statements reciting determinations made or acts performed pursuant to the powers vested in and duties imposed […]
§ 612-a. Payment of wages. All wages actually owing to the employees of a banking organization in the possession of the superintendent for services rendered within three months prior to the date when possession was taken, not exceeding two thousand dollars to each employee, shall be paid prior to the payment of every other debt […]
§ 613. Payment by superintendent of expenses of liquidation. The superintendent shall pay out of the funds in his hands of any banking organization of which he is in possession, all expenses of liquidation, subject to the approval of the supreme court in the judicial district in which the principal office of such banking organization […]
