Bill Text: NY A10567 | 2011-2012 | General Assembly | Introduced
NOTE: There are more recent revisions of this legislation. Read Latest Draft
Bill Title: Relates to branches, trust offices and interstate branching transactions.
Spectrum: Partisan Bill (Democrat 2-0)
Status: (Passed) 2012-07-18 - signed chap.180 [A10567 Detail]
Download: New_York-2011-A10567-Introduced.html
Bill Title: Relates to branches, trust offices and interstate branching transactions.
Spectrum: Partisan Bill (Democrat 2-0)
Status: (Passed) 2012-07-18 - signed chap.180 [A10567 Detail]
Download: New_York-2011-A10567-Introduced.html
S T A T E O F N E W Y O R K
________________________________________________________________________
10567
I N A S S E M B L Y
June 6, 2012
___________
Introduced by COMMITTEE ON RULES -- (at request of M. of A. Robinson,
Kearns) -- (at request of the Department of Financial Services) --
read once and referred to the Committee on Banks
AN ACT to amend the banking law, in relation to branches, trust offices
and interstate branching transactions, and to repeal certain
provisions of such law relating thereto
THE PEOPLE OF THE STATE OF NEW YORK, REPRESENTED IN SENATE AND ASSEM-
BLY, DO ENACT AS FOLLOWS:
1 Section 1. Subdivision 4 of section 28-b of the banking law, as
2 amended by chapter 883 of the laws of 1980, is amended to read as
3 follows:
4 4. Notwithstanding any other provision of this chapter or OTHER law to
5 the contrary, the term banking institution when used in this section
6 shall mean and include all banks, trust companies, savings banks,
7 savings and loan associations, credit unions and foreign banking corpo-
8 rations incorporated, chartered, organized or licensed under the laws of
9 this state. IN THE CASE OF A FOREIGN BANKING CORPORATION LICENSED PURSU-
10 ANT TO THIS ARTICLE AND MAINTAINING A BRANCH IN THIS STATE, THE MANAGE-
11 MENT OF THE BRANCH SHALL ESTABLISH A COMMITTEE OF NOT FEWER THAN THREE
12 OFFICERS TO FUNCTION IN THE ROLE OF A BOARD OF DIRECTORS FOR PURPOSES OF
13 THIS SECTION.
14 S 2. Subdivisions 1, 2, and 3 of section 28-c of the banking law, as
15 added by chapter 362 of the laws of 1984, are amended to read as
16 follows:
17 1. This section is intended to provide the superintendent with
18 detailed information concerning the planned closing of branch offices by
19 state-chartered banking organizations, the availability of alternative
20 financial services within the general area served by such branch and the
21 economic impact upon the community resulting from such closing, and to
22 provide the superintendent with authority to conduct meetings with bank-
23 ing organizations and community groups in areas where a branch closing
24 is planned. THE REQUIREMENTS OF THIS SECTION SHALL NOT APPLY TO THE
25 FOLLOWING:
26 (A) BRANCH OFFICES LOCATED OUTSIDE THE STATE OF NEW YORK;
EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
[ ] is old law to be omitted.
LBD14431-05-2
A. 10567 2
1 (B) A SALE OR OTHER TRANSFER OF A BRANCH OFFICE WHICH DOES NOT RESULT
2 IN ANY MATERIAL REDUCTION IN THE FINANCIAL SERVICES OFFERED AT SUCH
3 LOCATION;
4 (C) THE CLOSING OF A BRANCH OFFICE ACQUIRED FROM A FAILING OR FAILED
5 INSTITUTION, PROVIDED THAT SUCH CLOSING OCCURS WITHIN ONE HUNDRED EIGHTY
6 DAYS FROM THE DATE OF THE ACQUISITION; OR
7 (D) THE CLOSING OF A BRANCH OFFICE WHEN UNEXPECTED CIRCUMSTANCES MAKE
8 STRICT COMPLIANCE IMPOSSIBLE, PROVIDED THAT SUCH DETERMINATION SHALL BE
9 SOLELY WITHIN THE DISCRETION OF THE SUPERINTENDENT AND PROVIDED FURTHER
10 THAT THE SUPERINTENDENT MAY REQUIRE THE BANKING ORGANIZATION TO COMPLY
11 WITH THE REQUIREMENTS OF THIS SECTION TO THE EXTENT POSSIBLE.
12 2. Every banking organization shall submit to the superintendent a
13 report of its planned or intended closing of a branch office, and shall
14 give written notice to any person who maintains a banking account
15 relationship with such branch office which is the subject of such
16 planned or intended closing, no less than ninety days nor more than one
17 hundred [twenty] EIGHTY days prior to the date of actual closing. The
18 banking organization shall post and keep posted in a conspicuous place
19 notice of such planned closing at such branch office, commencing on the
20 date the banking organization submits its report pursuant to the forego-
21 ing provision and until the proposed closing is effected or withdrawn.
22 3. Such report shall be in writing and shall contain a statement of
23 the reasons leading to the decision to close the branch and any statis-
24 tical or other information in support thereof. Such report shall be and
25 remain at all times subject to the provisions of subdivision ten of
26 section thirty-six of this chapter. Such report shall also contain THE
27 FOLLOWING INFORMATION, PROVIDED THAT THE SUPERINTENDENT MAY WAIVE OR
28 MODIFY THESE REQUIREMENTS FOR GOOD CAUSE:
29 (a) a past (at least three years), present and projected financial
30 analysis of deposits at such branch (giving number of accounts and
31 dollar amount, profits and losses);
32 (b) a past (at least three years), present and projected financial
33 analysis of profits and losses relating to the loan activity at such
34 branch;
35 (c) a detailed map of the general area served by such branch showing
36 the distance and direction of all remaining state or federally chartered
37 institutions within such area and any licensee of the department which
38 provides financial services of any kind; and
39 (d) a description of any planned limited or full service banking
40 facility to be opened within such area by either the reporting banking
41 organization or, if known, to the reporting banking organization, by any
42 other banking institution.
43 S 3. Paragraph (a) of subdivision 5 of section 105 of the banking law,
44 as amended by chapter 547 of the laws of 2008, is amended to read as
45 follows:
46 (a) A bank or trust company may, if the merger or asset acquisition is
47 permitted by law, and if the merger or asset acquisition agreement so
48 provides, maintain as a branch office or branch offices OR TRUST OFFICE
49 OR TRUST OFFICES, the place or places of business of any bank, trust
50 company, safe deposit company, national banking association, out-of-
51 state state bank OR OUT-OF-STATE TRUST COMPANY (as such [term is] TERMS
52 ARE defined in section two hundred twenty-two of this chapter), savings
53 bank, or savings and loan association, federal savings bank or federal
54 savings and loan association which it has received into itself by merger
55 or by acquisition of assets thereof pursuant to the provisions of this
56 chapter and, if the merger or acquisition agreement so provides, may
A. 10567 3
1 maintain, as its principal office rather than as a branch OR TRUST
2 office, the principal office of such banking institution with which it
3 has merged or from which it has acquired assets (so long as such princi-
4 pal office is located in this state), in which event the former princi-
5 pal office of the receiving or acquiring bank or trust company may be
6 maintained as a branch office. A state bank or trust company resulting
7 from the conversion of a national banking association may, if the
8 conversion agreement so provides, maintain as a branch office or branch
9 offices OR TRUST OFFICE OR TRUST OFFICES the place or places of business
10 of the national banking association. As used in this subdivision, the
11 term "place or places of business" shall include any branch office OR
12 TRUST OFFICE of the banking institution that was converted, merged or
13 the assets of which were acquired which has been approved pursuant to
14 this chapter or federal law or the law of another state, as the case may
15 be, even if such branch office OR TRUST OFFICE is not in operation at
16 the time said merger, asset acquisition or conversion becomes effective.
17 S 4. Subdivision 1 of section 105-b of the banking law, as added by
18 chapter 209 of the laws of 2008, is amended to read as follows:
19 1. A trust company may establish or acquire and maintain one or more
20 trust offices anywhere in this state, or[, if and to the extent author-
21 ized by another state, in a state other than this state] OUTSIDE THE
22 STATE OF NEW YORK, EITHER IN THE UNITED STATES OR IN FOREIGN COUNTRIES.
23 S 5. Subdivision 2 of section 202-a of the banking law, as amended by
24 chapter 288 of the laws of 1987, is amended to read as follows:
25 2. A foreign banking corporation organized under the laws of a foreign
26 country [or of Puerto Rico] may be licensed pursuant to article two of
27 this chapter to maintain a branch or branches in this state and may
28 engage in the business of receiving deposits in this state.
29 S 6. Section 222 of the banking law, as amended by chapter 9 of the
30 laws of 1996 and subdivision 10 as added by chapter 217 of the laws of
31 2010, is amended to read as follows:
32 S 222. Definitions. In this article, the following definitions shall
33 apply:
34 1. The term "out-of-state bank" means an out-of-state state bank [or],
35 an out-of-state national bank, OR AN OUT-OF-STATE FEDERAL SAVINGS ASSO-
36 CIATION.
37 2. The term "out-of-state state bank" means a state bank, as such term
38 is defined in section 3(a)(2) of the Federal Deposit Insurance Act (12
39 U.S.C. 1813(a)(2)), OR AN OUT-OF-STATE STATE-CHARTERED TRUST COMPANY,
40 but such term shall not include a banking organization.
41 3. The term "out-of-state national bank" means a national banking
42 association the main office of which is located outside this state.
43 4. THE TERM "OUT-OF-STATE FEDERAL SAVINGS ASSOCIATION" MEANS ANY
44 FEDERAL SAVINGS ASSOCIATION OR FEDERAL SAVINGS BANK WHICH IS CHARTERED
45 UNDER SECTION 5 OF THE HOME OWNERS LOAN ACT (12 U.S.C. 1464) THE HOME
46 OFFICE OF WHICH IS LOCATED OUTSIDE THIS STATE.
47 5. THE TERM "OUT-OF-STATE TRUST COMPANY" MEANS EITHER A NATIONALLY
48 CHARTERED TRUST COMPANY OR AN OUT-OF-STATE STATE-CHARTERED TRUST COMPANY
49 THAT HAS THE POWER TO EXERCISE FIDUCIARY POWERS, BUT IS NOT INSURED BY
50 THE FEDERAL DEPOSIT INSURANCE CORPORATION.
51 [4.] 6. The term "New York bank" means a bank, trust company [or]
52 savings bank, OR SAVINGS AND LOAN ASSOCIATION as such terms are defined
53 in subdivisions one, two [and], four AND EIGHT of section two of this
54 chapter.
55 [5.] 7. The term "state" means any state of the United States (other
56 than this state), the District of Columbia, any territory of the United
A. 10567 4
1 States, PUERTO RICO, Guam, American Samoa, the Trust Territory of the
2 Pacific Islands, the United States Virgin Islands, and the Northern
3 Mariana Islands.
4 [6.] 8. The term "home state" means with respect to an out-of-state
5 state bank OR OUT-OF-STATE STATE-CHARTERED TRUST COMPANY, the state
6 under the laws of which such out-of-state state bank OR OUT-OF-STATE
7 STATE-CHARTERED TRUST COMPANY is incorporated or otherwise organized,
8 and with respect to an out-of-state national bank OR TRUST COMPANY, the
9 state in which such out-of-state national bank's OR TRUST COMPANY'S main
10 office is located.
11 [7.] 9. The term "acquisition transaction" means any merger, consol-
12 idation or purchase of assets and assumption of liabilities of all or
13 part of a banking institution.
14 [8.] 10. The term "like-type banking organization" means, with respect
15 to an out-of-state bank, a banking organization with the type of charter
16 that most nearly corresponds to the charter of such out-of-state bank,
17 as determined by the superintendent.
18 [9.] 11. The term "appropriate state supervisor" means the home state
19 supervisor with supervisory and regulatory jurisdiction over an out-of-
20 state state bank OR OUT-OF-STATE STATE-CHARTERED TRUST COMPANY in its
21 home state.
22 [10.] 12. The term "banking institution" means any bank, trust compa-
23 ny, savings bank, savings and loan association, or branch of a foreign
24 banking corporation the deposits of which are insured by the federal
25 deposit insurance corporation, which is incorporated, chartered, organ-
26 ized or licensed under the laws of this state or any other state of the
27 United States, OR UNDER THE LAWS OF THE UNITED STATES.
28 13. THE TERM "BRANCH" MEANS ANY OFFICE OF A BANKING INSTITUTION AT
29 WHICH DEPOSITS ARE RECEIVED, CHECKS PAID OR MONEY LENT. THE TERM SHALL
30 NOT INCLUDE AN AUTOMATED TELLER MACHINE OR OTHER ELECTRONIC FACILITY.
31 FOR PURPOSES OF THIS ARTICLE, THE TERM "BRANCH" SHALL ALSO REFER TO THE
32 PRINCIPAL OR MAIN OFFICE OF A BANKING INSTITUTION.
33 14. THE TERM "TRUST OFFICE" MEANS AN OFFICE OF A BANKING INSTITUTION
34 OTHER THAN A BRANCH AT WHICH SUCH INSTITUTION MAY CONDUCT ONE OR MORE
35 FIDUCIARY ACTIVITIES PERMITTED FOR A TRUST COMPANY.
36 S 7. Section 223 of the banking law, as added by chapter 9 of the laws
37 of 1996, is amended to read as follows:
38 S 223. [Initial entry by out-of-state banks] ESTABLISHMENT OF BRANCHES
39 OR TRUST OFFICES BY MEANS OF AN ACQUISITION TRANSACTION. An out-of-state
40 bank [that does not operate a branch in this state] may maintain one or
41 more branches OR ONE OR MORE TRUST OFFICES located in this state THAT
42 HAVE BEEN acquired by means of an acquisition transaction.
43 S 8. Section 223-a of the banking law is REPEALED.
44 S 9. Section 223-b of the banking law, as added by chapter 316 of the
45 laws of 2008, is amended to read as follows:
46 S [223-b. Initial entry] 223-A. ESTABLISHMENT OF BRANCHES by out-of-
47 state banks by de novo branching. In addition to the authority of an
48 out-of-state bank to maintain a branch or branches by means of an acqui-
49 sition transaction, an out-of-state bank may [enter New York by estab-
50 lishing] ESTABLISH one or more de novo branches in this state; provided,
51 however, that [in each instance the laws of the jurisdiction where the
52 out-of-state bank has its principal office expressly authorize a New
53 York bank to establish one or more de novo branches under conditions no
54 more restrictive than those imposed by this section as so determined by
55 the superintendent] AN OUT-OF-STATE STATE BANK SHALL OBTAIN THE SUPER-
A. 10567 5
1 INTENDENT'S PRIOR APPROVAL IN ACCORDANCE WITH THE REQUIREMENTS IN
2 SECTION TWO HUNDRED TWENTY-FOUR OF THIS CHAPTER.
3 S 10. Section 223-c of the banking law is REPEALED.
4 S 11. Section 224 of the banking law, as amended by chapter 9 of the
5 laws of 1996 and subdivision 1 as amended by section 26 of part O of
6 chapter 59 of the laws of 2006, is amended to read as follows:
7 S 224. [Establishment of additional branches by out-of-state state
8 banks] APPLICATION FOR THE ESTABLISHMENT OF BRANCHES OR TRUST OFFICES
9 NOT RESULTING FROM AN ACQUISITION TRANSACTION; RETENTION OF BRANCHES OR
10 TRUST OFFICES RESULTING FROM MERGER OR ACQUISITION. 1. [Subject to the
11 provisions of this article, an out-of-state state bank which maintains
12 one or more branches in this state may open and occupy one or more addi-
13 tional de novo branches in this state with prior approval of the super-
14 intendent. An application for approval submitted pursuant to this
15 section shall contain such information as the superintendent deems
16 necessary.] AN APPLICATION FOR APPROVAL TO THE SUPERINTENDENT CONTAINING
17 SUCH INFORMATION AS HE OR SHE DEEMS NECESSARY SHALL BE SUBMITTED BY AN
18 OUT-OF-STATE STATE BANK PRIOR TO THE ESTABLISHMENT OF EACH BRANCH. At
19 the time of making such application, an investigation fee as prescribed
20 pursuant to section eighteen-a of this chapter shall be paid to the
21 superintendent for each branch [office] for which approval is sought. If
22 the superintendent finds that the opening of the branch [office] is not
23 consistent with the declaration of policy set forth in section ten of
24 this chapter, he or she shall notify the applicant that the application
25 has been denied. AN OUT-OF-STATE STATE BANK OR OUT-OF-STATE STATE-CHAR-
26 TERED TRUST COMPANY SEEKING TO ESTABLISH ONE OR MORE TRUST OFFICES IN
27 THIS STATE SHALL COMPLY WITH THE NOTICE PROCEDURES SET FORTH IN SUBDIVI-
28 SION FOUR OF SECTION ONE HUNDRED THIRTY-ONE OF THIS CHAPTER.
29 2. Subject to the provisions of this article, if the merger or acqui-
30 sition agreement so provides, an out-of-state state bank may maintain as
31 a branch or branches OR TRUST OFFICE OR TRUST OFFICES the place or plac-
32 es of business of any banking institution which it has received into
33 itself as a result of an acquisition transaction authorized by this
34 article.
35 3. No out-of-state state bank shall open, occupy or maintain a branch
36 in this state at a location not permitted to a like-type banking organ-
37 ization.
38 S 12. The banking law is amended by adding a new section 224-a to
39 read as follows:
40 S 224-A. CHANGE OF LOCATION OF BRANCHES OR TRUST OFFICES BY
41 OUT-OF-STATE STATE BANKS OR OUT-OF-STATE STATE-CHARTERED TRUST COMPA-
42 NIES. AN APPLICATION FOR APPROVAL CONTAINING SUCH INFORMATION AS THE
43 SUPERINTENDENT DEEMS NECESSARY SHALL BE SUBMITTED BY AN OUT-OF-STATE
44 STATE BANK OR AN OUT-OF-STATE STATE-CHARTERED TRUST COMPANY PRIOR TO THE
45 RELOCATION OF A BRANCH OR TRUST OFFICE IN THIS STATE. AT THE TIME OF
46 MAKING SUCH APPLICATION, AN INVESTIGATION FEE AS PRESCRIBED PURSUANT TO
47 SECTION EIGHTEEN-A OF THIS CHAPTER SHALL BE PAID TO THE SUPERINTENDENT
48 FOR EACH BRANCH OR TRUST OFFICE FOR WHICH APPROVAL IS SOUGHT. IF THE
49 SUPERINTENDENT SHALL BE SATISFIED THAT SUCH RELOCATION MAY BE PERMITTED
50 UNDER THE TERMS OF THIS CHAPTER AND THAT THERE IS NO REASONABLE
51 OBJECTION TO SUCH CHANGE, HE OR SHE SHALL APPROVE SUCH APPLICATION.
52 S 13. Section 225 of the banking law, as amended by chapter 9 of the
53 laws of 1996 and subdivisions 1 and 2 as amended by chapter 547 of the
54 laws of 2008, is amended to read as follows:
55 S 225. Interstate acquisition transactions. 1. [Without limiting the
56 transactions permissible under section two hundred twenty-three of this
A. 10567 6
1 article, an] AN out-of-state bank may engage in an acquisition trans-
2 action with a New York bank OR WITH A BANKING INSTITUTION LOCATED IN NEW
3 YORK and may maintain as a branch or branches OR TRUST OFFICE OR TRUST
4 OFFICES, THE BRANCHES OR TRUST OFFICES, RESPECTIVELY, [the place or
5 places of business] of any such New York bank OR BANKING INSTITUTION
6 which it has received into itself as a result of such transaction,
7 subject to the requirements of this article.
8 2. Except when section twenty-nine of this chapter applies, section
9 six hundred one or six hundred one-a of this chapter, as the case may
10 be, and section six hundred one-b of this chapter shall apply to any
11 acquisition transaction [authorized by this article] in which the
12 receiving corporation is a New York bank. In the case of [any other] AN
13 acquisition transaction authorized by this article IN WHICH AN
14 OUT-OF-STATE BANK OR OUT-OF-STATE TRUST COMPANY IS THE RECEIVING CORPO-
15 RATION, the out-of-state bank OR OUT-OF-STATE TRUST COMPANY shall file
16 with the superintendent a copy of any application filed with the appro-
17 priate state supervisor and appropriate federal banking agency.
18 3. At the time when a merger or consolidation authorized by this arti-
19 cle OR BY SECTION SIX HUNDRED OF THIS CHAPTER becomes effective:
20 (a) the resulting or consolidated corporation shall be considered the
21 same business and corporate entity as each of the constituent corpo-
22 rations;
23 (b) all the property, rights, powers and franchises of each of the
24 constituent corporations shall vest in the resulting or consolidated
25 corporation and the resulting or consolidated corporation shall be
26 subject to and shall be deemed to have assumed all of the debts, liabil-
27 ities, obligations and duties of each constituent corporation and to
28 have succeeded to all of its relationships, fiduciary or otherwise, as
29 fully and to the same extent as if such property, rights, powers, fran-
30 chises, debts, liabilities, obligations, duties and relationships had
31 been originally acquired, incurred or entered into by the resulting or
32 consolidated corporation;
33 (c) any reference to a constituent corporation in any contract, will
34 or document, whether executed or taking effect before or after the merg-
35 er or consolidation, shall be considered a reference to the resulting or
36 consolidated corporation if not inconsistent with the other provisions
37 of the contract, will or document; [and]
38 (d) a pending action or other judicial proceeding to which any
39 constituent corporation is a party, shall not be deemed to have abated
40 or to have discontinued by reason of the merger or consolidation, but
41 may be prosecuted to final judgment, order or decree in the same manner
42 as if the merger or consolidation had not been made, or the resulting or
43 consolidated corporation may be substituted as a party to such action or
44 proceeding, and any judgment, order or decree may be rendered for or
45 against it that might have been rendered for or against such constituent
46 corporation if the merger or consolidation had not occurred[.]; AND
47 (E) NOTHING IN THIS SUBDIVISION SHALL BE DEEMED TO AUTHORIZE A BANKING
48 INSTITUTION TO EXERCISE ANY POWER OR ENGAGE IN ANY ACTIVITY NOT OTHER-
49 WISE PERMITTED UNDER ITS CHARTER.
50 4. In the case of a merger or consolidation authorized by this article
51 in which an out-of-state bank OR OUT-OF-STATE TRUST COMPANY is the
52 resulting or consolidated corporation, the franchise of any constituent
53 New York bank shall automatically terminate when the merger or consol-
54 idation is consummated.
55 S 14. Section 225-a of the banking law, as amended by chapter 454 of
56 the laws of 2006, is amended to read as follows:
A. 10567 7
1 S 225-a. Power of superintendent to examine branches or trust offices
2 of out-of-state state banks OR OUT-OF-STATE STATE-CHARTERED TRUST COMPA-
3 NIES. The superintendent shall have the power at any time in his or her
4 discretion to examine every branch or trust office located in this state
5 of an out-of-state state bank OR OUT-OF-STATE STATE-CHARTERED TRUST
6 COMPANY for the same purposes and to the same extent as is provided in
7 the case of banking organizations pursuant to the provisions of this
8 chapter.
9 S 15. Section 225-b of the banking law, as amended by chapter 217 of
10 the laws of 2010, is amended to read as follows:
11 S 225-b. Applicability of certain sections to out-of-state banks. 1.
12 Except as otherwise provided in this section, nothing in article five or
13 article five-B of this chapter shall apply to an out-of-state bank OR
14 OUT-OF-STATE TRUST COMPANY authorized to open, occupy and maintain a
15 branch pursuant to the provisions of this article OR A TRUST OFFICE
16 PURSUANT TO THIS ARTICLE OR TO SUBDIVISION FOUR OF SECTION ONE HUNDRED
17 THIRTY-ONE OF THIS CHAPTER. Any reference in this chapter (other than in
18 article five or article five-B) to a foreign bank, foreign corporation
19 or foreign banking corporation shall be deemed to be a reference to an
20 out-of-state bank OR OUT-OF-STATE TRUST COMPANY authorized to open,
21 occupy and maintain a branch pursuant to the provisions of this article
22 OR A TRUST OFFICE PURSUANT TO THIS ARTICLE OR TO SUBDIVISION FOUR OF
23 SECTION ONE HUNDRED THIRTY-ONE OF THIS CHAPTER. Notwithstanding the
24 foregoing, [(a)] the provisions of [sections] SECTION two hundred two-h
25 (Repayment of deposits standing in the names of minors, trustees, joint
26 depositors or custodians; interpleader in certain actions), [two hundred
27 three (Change of location, name or business) and two hundred four
28 (Reports of foreign banking corporations; penalties)] of this chapter
29 shall apply with equal force and effect to out-of-state banks OR
30 OUT-OF-STATE TRUST COMPANIES authorized to open, occupy or maintain
31 branches pursuant to the provisions of this article[; and (b) the].
32 2. THE provisions of section three hundred ninety-nine-a, subdivision
33 three of section one hundred thirty, subdivision two of section one
34 hundred forty-three, subdivision five of section two hundred forty-seven
35 and subdivision five of section three hundred ninety-nine of this chap-
36 ter with respect to restrictions on executive officers or directors of
37 foreign banking corporations and the provisions of sections twenty,
38 twenty-six, thirty, thirty-one and six hundred thirty-four, [subdivision
39 two of section thirteen,] subdivisions eleven and twelve of section six
40 hundred five, subdivision four of section six hundred six and paragraph
41 (a) of subdivision one of section fourteen of this chapter, shall not
42 apply to out-of-state banks authorized to open, occupy or maintain
43 branches pursuant to the provisions of this article.
44 S 16. Subdivisions 6 and 8 of section 600 of the banking law, subdivi-
45 sion 6 as amended by chapter 9 of the laws of 1996, subdivision 8 as
46 amended by chapter 152 of the laws of 1993, as renumbered by chapter 455
47 of the laws of 2006 and as further amended by section 104 of part A of
48 chapter 62 of the laws of 2011, are amended to read as follows:
49 (6) One or more banks, trust companies, stock-form savings banks or
50 stock-form savings and loan associations, with one or more out-of-state
51 banks OR OUT-OF-STATE TRUST COMPANIES as such [term is] TERMS ARE
52 defined in [subdivision one of] section two hundred twenty-two of this
53 chapter.
54 (8) Such other mergers between and among banking institutions as the
55 superintendent of financial services may authorize. THE SUPERINTENDENT
A. 10567 8
1 MAY PROMULGATE SUCH REGULATIONS AS HE OR SHE DEEMS NECESSARY AND PROPER
2 TO IMPLEMENT AND DEFINE THE PROVISIONS OF THIS PARAGRAPH.
3 S 17. Paragraph (g) of subdivision 1 of section 601-a of the banking
4 law, as amended by chapter 152 of the laws of 1993 and as further
5 amended by section 104 of part A of chapter 62 of the laws of 2011, is
6 amended to read as follows:
7 (g) ONE OR MORE BANKS, TRUST COMPANIES, STOCK-FORM SAVINGS BANKS OR
8 STOCK-FORM SAVINGS AND LOAN ASSOCIATIONS, WITH ONE OR MORE OUT-OF-STATE
9 BANKS OR OUT-OF-STATE TRUST COMPANIES AS SUCH TERMS ARE DEFINED IN
10 SECTION TWO HUNDRED TWENTY-TWO OF THIS CHAPTER.
11 (H) One or more banking institutions by another banking institution
12 [to the extent permitted under regulations of the superintendent of
13 financial services] AS THE SUPERINTENDENT MAY AUTHORIZE. FOR PURPOSES OF
14 THIS PARAGRAPH, A BRANCH OR AGENCY OF A FOREIGN BANKING CORPORATION
15 LICENSED PURSUANT TO ARTICLE TWO OF THIS CHAPTER AND SEEKING APPROVAL
16 FOR A TRANSFER OF FIDUCIARY RELATIONSHIPS PURSUANT TO SECTION SIX
17 HUNDRED FOUR-A OF THIS CHAPTER SHALL BE CONSIDERED A BANKING INSTITU-
18 TION. THE SUPERINTENDENT MAY PROMULGATE SUCH REGULATIONS AS HE OR SHE
19 DEEMS NECESSARY AND PROPER TO IMPLEMENT AND DEFINE THE PROVISIONS OF
20 THIS PARAGRAPH.
21 S 18. Section 604-a of the banking law, as added by chapter 743 of the
22 laws of 1958, the section heading and subdivision 1 as amended by chap-
23 ter 297 of the laws of 1993, subdivision 2 as amended by chapter 489 of
24 the laws of 1963 and subdivision 3 as amended by chapter 115 of the laws
25 of 1981, is amended to read as follows:
26 S 604-a. Transfer of fiduciary relationships [of a banking institu-
27 tion]. 1. If any banking institution, including a bank or trust company,
28 national banking association, savings bank, savings and loan associ-
29 ation, federally chartered savings bank, federally chartered savings
30 [and loan] association, OR A BRANCH OR AGENCY OF A FOREIGN BANKING
31 CORPORATION LICENSED PURSUANT TO ARTICLE TWO OF THIS CHAPTER, located in
32 this state, shall have transferred all or substantially all of its
33 assets to another banking institution in a transaction subject to this
34 chapter pursuant to a written agreement between the transferor and
35 transferee [corporations] whereby the transferee [corporation] has
36 assumed the deposit liabilities, if any, of the transferor [corporation]
37 and has agreed to assume all fiduciary relationships of the transferor
38 [corporation], the transferee [corporation] may file in the office of
39 the superintendent a certificate in its name and under its [corporate]
40 seal, signed by its president, secretary or cashier, setting forth a
41 copy of such agreement and stating that the transferee [corporation]
42 assumes all of the fiduciary relationships of the transferor [corpo-
43 ration] pursuant to the provisions of this section; provided, however,
44 that such certificate shall not be filed unless the approval of the
45 superintendent shall have been endorsed thereon or annexed thereto
46 before filing. IN THE CASE OF A BRANCH OR AGENCY LICENSED PURSUANT TO
47 ARTICLE TWO OF THIS CHAPTER THAT SEEKS TO PARTICIPATE IN A TRANSACTION
48 DESCRIBED IN THIS SECTION, SUCH BRANCH OR AGENCY SHALL BE SUBJECT TO THE
49 APPLICATION AND APPROVAL REQUIREMENTS GOVERNING ACQUISITION TRANSACTIONS
50 SET FORTH IN SECTIONS SIX HUNDRED ONE-A AND SIX HUNDRED ONE-B OF THIS
51 ARTICLE.
52 2. Upon the filing of such certificate in the office of the super-
53 intendent, all of the property, rights, powers and franchises of the
54 transferor [corporation] as fiduciary shall vest in the transferee
55 [corporation] and the transferee [corporation] shall be deemed to have
56 assumed all of the debts, liabilities, obligations and duties of the
A. 10567 9
1 transferor [corporation] as fiduciary, and to have succeeded to all the
2 fiduciary relationships of the transferor [corporation], as fully and
3 with the same effect as is provided in sections one hundred thirty-six-c
4 and six hundred two OF THIS CHAPTER in the case of a merger, and any
5 reference to the transferor [corporation] as fiduciary in any capacity,
6 contained in any contract, will or document, whether executed or taking
7 effect before or after the filing of such certificate in the office of
8 the superintendent, shall be considered a reference to the transferee
9 [corporation] if not inconsistent with the other provisions of the
10 contract, will or document.
11 3. For [the] purposes of this section, the fiduciary relationships of
12 the transferor shall include all relationships as agent, trustee, guard-
13 ian, receiver, committee, conservator, executor, administrator, or other
14 fiduciary in any capacity or for any purpose mentioned in section one
15 hundred OF THIS CHAPTER, and all relationships of the transferor as
16 bailee or depositary of personal property.
17 4. This section shall not be deemed to authorize a transferee [corpo-
18 ration] to assume any fiduciary relationship of a kind which it would
19 not otherwise have power to undertake and perform. Nothing in this
20 section shall be deemed to authorize any such transferee [corporation]
21 to maintain as its own office any office previously maintained by the
22 transferor [corporation], and authority, if any, to maintain any such
23 office shall be governed by the applicable provisions of law other than
24 this section. This section shall not be deemed to apply to contracts of
25 the transferor for the leasing of safe deposit boxes or vaults.
26 S 19. This act shall take effect immediately.
