143-A - Acquisitions by companies of all the capital stock of banks and trust companies; no change of ultimate control.

§ 143-a.  Acquisitions  by companies of all the capital stock of banks  and trust companies; no change of ultimate control. 1. A company  having  capital  stock or membership interests may acquire all the capital stock  or membership interests of one or more corporations organized  under  or  subject to the provisions of article three, six, or ten of this chapter,  provided  that  (a)  such  corporation  or  corporations are directly or  indirectly controlled prior  to  such  acquisition  by  the  persons  or  entities  that  directly or indirectly control such company and (b) such  persons or entities will continue to control  such  company  thereafter.  Such  company  and  such  corporation  or  corporations  shall 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  as  prescribed  pursuant  to  section eighteen-a of this chapter shall be paid to the superintendent.    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-three-b of this article, 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, 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   or   her   recommendations  in  regard  thereto  and  all  papers,  correspondence and other  information  in  his  or  her  possession  and  relating  thereto,  to the banking board for its approval or disapproval  as part of the application submitted to it pursuant to such section  one  hundred  forty-three-b.  If  the superintendent or the banking board, as  required, 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 approvingresolution 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 such stockholder's  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.