Section 601-A. Purchase of assets  


Latest version.
  • 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
      twelve of this chapter by another corporation subject to the  provisions
      of the same article.
        (b) One or more safe deposit companies by a bank or trust company.
        (c) One or more mutual savings banks by another mutual savings bank.
        (d) One or more mutual savings and loan associations by another mutual
      savings and loan association.
        (e) One or more stock-form savings banks by another stock-form savings
      bank.
        (f)  One  or  more stock-form savings and loan associations by another
      stock-form savings and loan association.
        (g) One or more banking institutions by another banking institution to
      the extent permitted under regulations of the banking board.
        2. A written plan providing for the acquisition by one corporation  of
      the  assets  of  another  shall  be  submitted,  in  duplicate,  to  the
      superintendent  by  both  corporations.  Such  plan  shall  be  in  form
      satisfactory  to  the  superintendent, shall specify the selling and the
      acquiring corporation, and shall prescribe the terms and  conditions  of
      the acquisition and the mode of carrying it into effect.
        At  the  time  of  submission  for action by the superintendent of the
      written  plan  of  acquisition  of  assets,  an  investigation  fee   as
      prescribed  pursuant to section eighteen-a of this chapter shall be paid
      to the superintendent; provided,  however,  that  no  investigation  fee
      shall  be  payable under this subdivision with respect to an acquisition
      to which subdivision two of section six hundred one-b of this article is
      applicable.
        3. There shall also be submitted, in duplicate, to the  superintendent
      with  the plan of acquisition of assets, a certificate of the president,
      secretary or cashier of the selling corporation and, in  the  event  the
      assets  of  the  selling  corporation shall exceed ten per centum of the
      assets of the  acquiring  corporation,  of  the  acquiring  corporation,
      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 each county in which the  selling  corporation
      and, if applicable, the acquiring 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.
        5.  Nothing  contained  in this section six hundred and one-a shall be
      construed to prohibit any other purchase of assets  which  is  otherwise
      permitted by applicable law.