Section 583-A. Changes in control  


Latest version.
  • 1. It shall be unlawful except with the
      prior approval of the superintendent for any action to  be  taken  which
      results  in  a change of control of the business of a licensee. Prior to
      any change of control, the person desirous of acquiring control  of  the
      business   of   a   licensee  shall  make  written  application  to  the
      superintendent and pay an investigation fee as  prescribed  pursuant  to
      section   eighteen-a   of   this  chapter  to  the  superintendent.  The
      application shall contain such information  as  the  superintendent,  by
      rule  or  regulation,  may prescribe as necessary or appropriate for the
      purpose of making the determination required by subdivision two of  this
      section.
        2.  The superintendent shall approve or disapprove the proposed change
      of control of a licensee in accordance with the  provisions  of  section
      five  hundred  eighty-one  of  this  article.  The  superintendent shall
      approve or disapprove the application  in  writing  within  ninety  days
      after the date the application is filed with the superintendent.
        3.  For  a period of six months from the date of qualification thereof
      and for such  additional  period  of  time  as  the  superintendent  may
      prescribe,  in  writing,  the  provisions of subdivisions one and two of
      this section shall not apply to a transfer of control  by  operation  of
      law  to the legal representative, as hereinafter defined, of one who has
      control of a  licensee.  Thereafter,  such  legal  representative  shall
      comply  with the provisions of subdivisions one and two of this section.
      The provisions of subdivisions one and two  of  this  section  shall  be
      applicable  to  an  application  made  under  such  section  by  a legal
      representative.
        The term "legal representative", for the  purposes  of  this  section,
      shall  mean  one  duly appointed by a court of competent jurisdiction to
      act as  executor,  administrator,  trustee,  committee,  conservator  or
      receiver,  including  one  who  succeeds  a legal representative and one
      acting  in  an  ancillary  capacity  thereto  in  accordance  with   the
      provisions of such court appointment.
        4.  As  used  in  this  section:  (a)  the  term  "person" includes an
      individual,  partnership,  corporation,   association   or   any   other
      organization,  and (b) the term "control" means the possession, directly
      or indirectly, of the power to direct or  cause  the  direction  of  the
      management  and policies of a licensee, whether through the ownership of
      voting stock of such licensee, the ownership  of  voting  stock  of  any
      person  which  possesses  such  power  or  otherwise.  Control  shall be
      presumed to exist if any person, directly or indirectly, owns,  controls
      or  holds  with power to vote ten per centum or more of the voting stock
      of any licensee or of any person which  owns,  controls  or  holds  with
      power  to  vote  ten  per  centum  or  more  of  the voting stock of any
      licensee, but no person shall be deemed to control a licensee solely  by
      reason  of  being an officer or director of such licensee or person. The
      superintendent may in his discretion, upon the application of a licensee
      or any person who, directly or indirectly, owns, controls or holds  with
      power  to  vote  or seeks to own, control or hold with power to vote any
      voting stock of such licensee, determine whether or not  the  ownership,
      control  or holding of such voting stock constitutes or would constitute
      control of such licensee for purposes of this section.