Section 594-B. 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 or
      registrant. Prior to any change  of  control,  the  person  desirous  of
      acquiring control of the business of a licensee or registrant 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. This information shall include but  not
      be limited to the information and other material required for a licensee
      by subdivision one of section five hundred ninety-one of this article or
      required  for  a  registrant  by subdivision one of section five hundred
      ninety-one-a of this article.
        2. The superintendent shall approve or disapprove the proposed  change
      of control of a licensee or registrant in accordance with the provisions
      of section five hundred ninety-two of this article relating to licensees
      or  section  five  hundred  ninety-two-a  of  this  article  relating to
      registrants.  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   or   registrant.   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 or registrant, whether through the
      ownership  of voting stock of such licensee or registrant, 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 registrant 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 or registrant, but no  person  shall
      be  deemed to control a licensee or registrant solely by reason of being
      an officer or director of such licensee or  registrant  or  person.  The
      superintendent may in his discretion, upon the application of a licensee
      or  registrant 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 or registrant, determine
      whether or not the ownership, control or holding of  such  voting  stock
    
      constitutes  or  would constitute control of such licensee or registrant
      for purposes of this section.