Relates to branches, trust offices and interstate branching transactions.
TITLE OF BILL:
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
PURPOSE OF THE BILL:
This bill would amend various sections of the Banking Law ("BL") to streamline and conform to existing law and practice, provisions relating to interstate branching transactions as well as to the establishment of branches and trust offices by both New York banks and out-of-state banks and trust companies. Most importantly, it conforms New York law to recent federal law amendments made by the Dodd Frank Wall Street Reform and Consumer Protection Act (the "Dodd Frank Act") which permitted nationwide interstate de novo branching. Finally, the bill would make amendments to update and clarify the sections in the BL relating to branch closings and make a clarifying amendment to the community reinvestment act provision applicable to insured branches of foreign banks.
SUMMARY OF PROVISIONS:
Section 1 of the bill would amend subdivision 4 of BL § 28-b, which deals with community reinvestment act requirements, to clarify that the management of a foreign branch subject to BL §28-b (i.e., an FDIC-insured branch) shall establish a committee to function as the board of directors for purposes of that section.
Section 2 of the bill would amend BL § 28-c relating to branch closings to introduce flexibility with respect to the information required to be provided by banking institutions pursuant to that section.
Subdivision 2 of BL §28-c would change a reference to the maximum advance notice of closing that may be provided by a banking institution from 120 days to 180 days. This would conform the time period with the Department's implementing regulation.
Subdivision 3 of BL §28-c would add language to give the Superintendent authority to waive or modify certain information, primarily of a statistical and comparative nature, required in a report of planned branch closing to be submitted by a banking institution. For example, the required analyses of deposits and loans often create an unnecessary burden on an institution when such information would not be useful or relevant to the Superintendent's determination.
Section 3 of the bill would amend subdivision five of BL § 105 to clarify that a bank or trust company may, if permitted by law, maintain branches or trust offices it has acquired as a result of a merger or acquisition transaction.
Section 4 of the bill would amend BL § 105-b to clarify that New York trust companies may have trust offices in foreign countries.
Section 5 of the bill would amend subdivision 2 of BL §202-a to delete a reference to Puerto Rico. This would eliminate uncertainty as to whether banks chartered under the laws of Puerto Rico are governed by the foreign bank provisions of Banking Law Article 5 as opposed to the domestic out-of-state bank provisions of Article 5-C (i.e., BL §§ 222-227-c). The amendment is complementary to the clarification made in BL § 222(7) regarding the definition of "state" and is intended to clarify that banks chartered in Puerto Rico are considered domestic out-of-state banks, consistently with how they are treated for Federal Deposit Insurance Act purposes.
Section 6 of the bill would amend BL § 222 of the BL to add new definitions for the terms "out-of-state federal savings association," "out-of-state trust company," "branch," and "trust office," for purposes of the article. BL § 222 would also be amended to modify the definitions of the terms "out-of-state bank," "out-of-state state bank," "appropriate state supervisor," and "banking institution" to broaden these terms, where applicable, to include out-of-state state-chartered trust companies as well as federal institutions within the definitions. Interstate transactions may involve both banks and trust companies, whether state- or federally-chartered, resulting in the maintenance of either interstate branches or trust offices. BL 222(7) would also be amended to modify the definition of "state" to include Puerto Rico. This would bring the definition into conformity with the definition of "state" under the Federal Deposit Insurance Act.
Section 7 of the bill would amend both the heading and the text of BL § 223 to accurately describe that section as permitting the establishment of either branches or trust offices in New York by out-of-state banks (not necessarily constituting initial entry into New York) by means of an acquisition transaction.
Section 8 of the bill would repeal BL § 223-a. That section, which prohibited branching into New York as a result of the acquisition of a New York chartered bank less than five years old that was directly or indirectly established by the acquiring institution, is no longer necessary as a result of de novo nationwide interstate branching permitted by the Dodd Frank Act. BL §223-a was intended to prohibit acquisition transactions designed to accomplish previously unauthorized de novo interstate branching.
Section 9 of the bill would amend both the heading and the text of BL § 223-b, which was added in 2008 to authorize de novo branching into New York on a reciprocal basis by out-of-state banks (i.e. if the home state of the branching bank would permit de novo entry by New York banks). The language in BL §223-b requiring reciprocity should be deleted as it is no longer consistent with federal law, as a result of the Dodd Frank Act. The heading of the section would be amended to eliminate the reference to "initial entry" as that section would permit an out-of-state bank to establish not only an initial branch, but also additional branches, in New York, without requiring an acquisition transaction. This section would also be renumbered.
Section 10 of the bill would repeal BL § 223-c of the BL, which deals with the application requirements for establishment of a de novo branch by an out-of-state bank. It would be combined with BL § 224, which deals with separate application requirements for additional branches by out-of-state banks.
Section 11 of the bill would amend both the heading and the text of BL §224. The heading would be amended to describe the scope of both subdivisions of that section. Subdivision 1 would clarify the application (or notice) requirements for branches and trust offices established by out-of-state state banks and out-of-state state-chartered trust companies not resulting from an acquisition transaction. Subdivision 2 would address the authority of out-of-state state banks to maintain existing branches and trust offices they have acquired pursuant to the terms of a merger or acquisition agreement.
Section 12 would add a new BL §224-a to set forth application and approval requirements for the relocation of either a New York branch or trust office by an out-of-state state bank or out-of-state state-chartered trust company.
Section 13 of the bill would amend BL §225 by adding language in BL §225(1) to make clear that an out-of-state bank may engage in an acquisition transaction not only with a New York bank, but with a banking institution, as that term is defined in BL §222, which includes non-New York chartered banks, including federally-chartered banking institutions. Such transactions with non-New York-chartered banks constitute a legitimate means by which an out-of-state bank may acquire branches in New York. This language would bring the wording of BL .225 into conformity with the definition of "acquisition transaction" in BL § 222, which references the acquisition of all or part of a "banking institution". This change would permit the introductory phrase "Without limiting the transactions permissible under section two hundred twenty-three of this article" to be deleted. This language was added in 2008 in an attempt to clarify that, while BL § 225 only referenced acquisition transactions involving New York banks, in fact, acquisition transactions involving non-New York chartered banks located in New York also were permitted.
Subdivision 2 of BL § 225 would be amended by the addition and deletion of certain language for accuracy and clarity. The phrase "authorized by this article" would be deleted in the first sentence as it is an inaccurate reference to acquisition transactions in which the receiving corporation is a New York bank. Such transactions are actually authorized by BL §§ 600 and 601-a. The second sentence, referencing acquisition transactions in which the receiving corporation is an out-of-state bank or trust company, would be further clarified.
Subdivision 3 of BL §225 would be clarified for accuracy by adding a reference to BL §§ 600 and 601-a. Also, a new paragraph (e) would be added to Subdivision 3 to clarify that a banking institution does not acquire or gain powers it otherwise does not have under its own charter, by virtue of a merger or purchase and assumption transaction with another institution.
Subdivision 4 of §225 would be amended to add a reference to an out-of-state trust company.
Section 14 of the bill would amend both the heading and the text of BL §225-a to add references to out-of-state state-chartered trust companies.
Section 15 of the bill would amend BL §225-b to clarify those Banking Law provisions in Articles 5 and 5-B of the Banking Law that are applicable to out-of-state banks or out-of-state trust company branches or trust offices in New York.
Section 16 would amend BL §600 to clarify the authority of New York-chartered banking institutions to merge with either out-of-state banks or out-of-state trust companies. Language clarifying the Superintendent's rulemaking authority to authorize additional types of mergers would be added to BL § 600(8).
Section 17 of the bill would amend BL § 601-a to clarify the authority of New York-chartered banking institutions to engage in an acquisition transaction with either out-of-state banks or out-of-state trust companies. It would also clarify that New York licensed branches and agencies of foreign banks are considered banking institutions subject to the requirements of §601-a if they participate in an acquisition transaction involving a bulk transfer of fiduciary relationships authorized under BL §604-a. Language clarifying the Superintendent's authority to authorize additional acquisition transactions, as well as to implement this provision through rulemaking, would also be added.
Section 18 of the bill would amend BL 604-a to clarify that New York licensed branches and agencies may engage in a transaction with another banking institution involving transfer of all or substantially all of the assets of the transferor institution, in which the transferee institution agrees to assume all of the
fiduciary relationships of the transferor institution, and in which the transferee files a certificate for approval and endorsement by the superintendent, indicating that the transferee has succeeded to all the rights and obligations of the transferor with respect to such fiduciary relationships.
Section 19 would provide for an immediate effective date.
BL § 28-b sets forth Community Reinvestment Act requirements applicable to banking institutions.
BL § 28-c contains requirements that must be followed by banking organizations in connection with planned branch closings.
BL § 105(5) addresses the ability of a bank or trust company to maintain branch offices as a result of a merger or acquisition transaction.
BL § 105-b authorizes a New York trust company to establish or acquire and maintain a trust office within New York state or in another state, and provides the procedures for obtaining approval to do so.
BL §202-a addresses the authority of foreign banking corporations to maintain branches and receive deposits in New York. Currently, foreign banking corporations are described in this section as including banking corporations organized under the laws of a foreign country or Puerto Rico.
BL § 222 contains definitions for purposes of Article 5-C of the BL, which relates to interstate branching.
BL § 223 authorizes an out-of-state bank to maintain one or more branches in New York as a result of an acquisition transaction.
BL § 223-a prohibits an acquisition transaction which would result in an out-of-state bank maintaining a branch or branches in New York if the effect of such transaction would be to terminate the separate existence of a less-than five year old banking institution that was directly or indirectly chartered by the acquiring institution. Its purpose was to prevent an acquisition transaction designed to accomplish unauthorized de novo branching.
BL, § 223-b authorizes de novo branching into New York by out-of-state banks, on a reciprocal basis.
BL §223-c sets forth the application requirements for establishment of a de novo branch in New York by an out-of-state state bank.
BL § 224 describes the processes by which an out-of-state bank may maintain additional branch offices in New York.
BL §225 describes the application and approval procedures for interstate merger and acquisition transactions between New York banks and out-of-state banks. It also contains provisions describing the legal effect of a merger or other consolidation.
BL § 225-a describes the power of the Superintendent to examine branches or trust offices of out-of-state banks.
BL § 225-b sets forth the applicability of certain sections of Articles 5 and 5-B of the BL to branches of out-of-state banks that are established in New York under the authority in Article 5-C.
BL § 600 enumerates authorized merger transactions between two New York banking institutions as well as between New York banking institutions and other banking institutions.
BL § 601-a enumerates authorized acquisition transactions between two New York banking institutions as well as between New York banking institutions and other banking institutions.
BL §604-a authorizes a bulk transfer of fiduciary relationships as part of a transaction between banking institutions in which the transferee corporation is assuming all or substantially all of the assets, as well as the deposit liabilities, if any, of the transferor corporation.
PRIOR LEGISLATIVE HISTORY:
This is a new bill.
STATEMENT IN SUPPORT:
The changes made by this bill streamline the branching processes for banking institutions operating under the Banking Law. Changes are also made in a number of cases (e.g. Sections 8, 9, 10) to conform to changes made in federal law by the Dodd Frank Act. These changes are necessary to insure that New York law remains consistent with federal law and state laws across the country.
There are no fiscal implications from this bill.
The bill would take effect immediately.
STATE OF NEW YORK ________________________________________________________________________ 6777 IN SENATE March 21, 2012 ___________Introduced by Sen. GRIFFO -- (at request of the Department of Financial Services) -- read twice and ordered printed, and when printed to be committed 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: Section 1. Subdivision 4 of section 28-b of the banking law, as amended by chapter 883 of the laws of 1980, is amended to read as follows: 4. Notwithstanding any other provision of this chapter or OTHER law to the contrary, the term banking institution when used in this section shall mean and include all banks, trust companies, savings banks, savings and loan associations, credit unions and foreign banking corpo- rations incorporated, chartered, organized or licensed under the laws of this state. IN THE CASE OF A FOREIGN BANKING CORPORATION LICENSED PURSU- ANT TO THIS ARTICLE AND MAINTAINING A BRANCH IN THIS STATE, THE MANAGE- MENT OF THE BRANCH SHALL ESTABLISH A COMMITTEE OF NOT FEWER THAN THREE OFFICERS TO FUNCTION IN THE ROLE OF A BOARD OF DIRECTORS FOR PURPOSES OF THIS SECTION. S 2. Subdivisions 1, 2, and 3 of section 28-c of the banking law, as added by chapter 362 of the laws of 1984, are amended to read as follows: 1. This section is intended to provide the superintendent with detailed information concerning the planned closing of branch offices by state-chartered banking organizations, the availability of alternative financial services within the general area served by such branch and the economic impact upon the community resulting from such closing, and to provide the superintendent with authority to conduct meetings with bank- ing organizations and community groups in areas where a branch closing is planned. THE REQUIREMENTS OF THIS SECTION SHALL NOT APPLY TO THE FOLLOWING: (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. LBD14431-01-2 S. 6777 2
(B) A SALE OR OTHER TRANSFER OF A BRANCH OFFICE WHICH DOES NOT RESULT IN ANY MATERIAL REDUCTION IN THE FINANCIAL SERVICES OFFERED AT SUCH LOCATION; (C) THE CLOSING OF A BRANCH OFFICE ACQUIRED FROM A FAILING OR FAILED INSTITUTION, PROVIDED THAT SUCH CLOSING OCCURS WITHIN ONE HUNDRED EIGHTY DAYS FROM THE DATE OF THE ACQUISITION; OR (D) THE CLOSING OF A BRANCH OFFICE WHEN UNEXPECTED CIRCUMSTANCES MAKE STRICT COMPLIANCE IMPOSSIBLE, PROVIDED THAT SUCH DETERMINATION SHALL BE SOLELY WITHIN THE DISCRETION OF THE SUPERINTENDENT AND PROVIDED FURTHER THAT THE SUPERINTENDENT MAY REQUIRE THE BANKING ORGANIZATION TO COMPLY WITH THE REQUIREMENTS OF THIS SECTION TO THE EXTENT POSSIBLE. 2. Every banking organization shall submit to the superintendent a report of its planned or intended closing of a branch office, and shall give written notice to any person who maintains a banking account relationship with such branch office which is the subject of such planned or intended closing, no less than ninety days nor more than one hundred
[twenty]EIGHTY days prior to the date of actual closing. The banking organization shall post and keep posted in a conspicuous place notice of such planned closing at such branch office, commencing on the date the banking organization submits its report pursuant to the forego- ing provision and until the proposed closing is effected or withdrawn. 3. Such report shall be in writing and shall contain a statement of the reasons leading to the decision to close the branch and any statis- tical or other information in support thereof. Such report shall be and remain at all times subject to the provisions of subdivision ten of section thirty-six of this chapter. Such report shall also contain THE FOLLOWING INFORMATION, PROVIDED THAT THE SUPERINTENDENT MAY WAIVE OR MODIFY THESE REQUIREMENTS FOR GOOD CAUSE: (a) a past (at least three years), present and projected financial analysis of deposits at such branch (giving number of accounts and dollar amount, profits and losses); (b) a past (at least three years), present and projected financial analysis of profits and losses relating to the loan activity at such branch; (c) a detailed map of the general area served by such branch showing the distance and direction of all remaining state or federally chartered institutions within such area and any licensee of the department which provides financial services of any kind; and (d) a description of any planned limited or full service banking facility to be opened within such area by either the reporting banking organization or, if known, to the reporting banking organization, by any other banking institution. S 3. Paragraph (a) of subdivision 5 of section 105 of the banking law, as amended by chapter 547 of the laws of 2008, is amended to read as follows: (a) A bank or trust company may, if the merger or asset acquisition is permitted by law, and if the merger or asset acquisition agreement so provides, maintain as a branch office or branch offices OR TRUST OFFICE OR TRUST OFFICES, the place or places of business of any bank, trust company, safe deposit company, national banking association, out-of- state state bank OR OUT-OF-STATE TRUST COMPANY (as such [term is]TERMS ARE defined in section two hundred twenty-two of this chapter), savings bank, or savings and loan association, federal savings bank or federal savings and loan association which it has received into itself by merger or by acquisition of assets thereof pursuant to the provisions of this chapter and, if the merger or acquisition agreement so provides, mayS. 6777 3
maintain, as its principal office rather than as a branch OR TRUST office, the principal office of such banking institution with which it has merged or from which it has acquired assets (so long as such princi- pal office is located in this state), in which event the former princi- pal office of the receiving or acquiring bank or trust company may be maintained as a branch office. A state bank or trust company resulting from the conversion of a national banking association may, if the conversion agreement so provides, maintain as a branch office or branch offices OR TRUST OFFICE OR TRUST OFFICES the place or places of business of the national banking association. As used in this subdivision, the term "place or places of business" shall include any branch office OR TRUST OFFICE of the banking institution that was converted, merged or the assets of which were acquired which has been approved pursuant to this chapter or federal law or the law of another state, as the case may be, even if such branch office OR TRUST OFFICE is not in operation at the time said merger, asset acquisition or conversion becomes effective. S 4. Subdivision 1 of section 105-b of the banking law, as added by chapter 209 of the laws of 2008, is amended to read as follows: 1. A trust company may establish or acquire and maintain one or more trust offices anywhere in this state, or
[, if and to the extent author- ized by another state, in a state other than this state]OUTSIDE THE STATE OF NEW YORK, EITHER IN THE UNITED STATES OR IN FOREIGN COUNTRIES. S 5. Subdivision 2 of section 202-a of the banking law, as amended by chapter 288 of the laws of 1987, is amended to read as follows: 2. A foreign banking corporation organized under the laws of a foreign country [or of Puerto Rico]may be licensed pursuant to article two of this chapter to maintain a branch or branches in this state and may engage in the business of receiving deposits in this state. S 6. Section 222 of the banking law, as amended by chapter 9 of the laws of 1996 and subdivision 10 as added by chapter 217 of the laws of 2010, is amended to read as follows: S 222. Definitions. In this article, the following definitions shall apply: 1. The term "out-of-state bank" means an out-of-state state bank [or], an out-of-state national bank, OR AN OUT-OF-STATE FEDERAL SAVINGS ASSO- CIATION. 2. The term "out-of-state state bank" means a state bank, as such term is defined in section 3(a)(2) of the Federal Deposit Insurance Act (12 U.S.C. 1813(a)(2)), OR AN OUT-OF-STATE STATE-CHARTERED TRUST COMPANY, but such term shall not include a banking organization. 3. The term "out-of-state national bank" means a national banking association the main office of which is located outside this state. 4. THE TERM "OUT-OF-STATE FEDERAL SAVINGS ASSOCIATION" MEANS ANY FEDERAL SAVINGS ASSOCIATION OR FEDERAL SAVINGS BANK WHICH IS CHARTERED UNDER SECTION 5 OF THE HOME OWNERS LOAN ACT (12 U.S.C. 1464) THE HOME OFFICE OF WHICH IS LOCATED OUTSIDE THIS STATE. 5. THE TERM "OUT-OF-STATE TRUST COMPANY" MEANS EITHER A NATIONALLY CHARTERED TRUST COMPANY OR AN OUT-OF-STATE STATE-CHARTERED TRUST COMPANY THAT HAS THE POWER TO EXERCISE FIDUCIARY POWERS, BUT IT NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION. [4.]6. The term "New York bank" means a bank, trust company [or]savings bank, OR SAVINGS AND LOAN ASSOCIATION as such terms are defined in subdivisions one, two [and], four AND EIGHT of section two of this chapter. [5.]7. The term "state" means any state of the United States (other than this state), the District of Columbia, any territory of the UnitedS. 6777 4
States, PUERTO RICO, Guam, American Samoa, the Trust Territory of the Pacific Islands, the United States Virgin Islands, and the Northern Mariana Islands.
[6.]8. The term "home state" means with respect to an out-of-state state bank OR OUT-OF-STATE STATE-CHARTERED TRUST COMPANY, the state under the laws of which such out-of-state state bank OR OUT-OF-STATE STATE-CHARTERED TRUST COMPANY is incorporated or otherwise organized, and with respect to an out-of-state national bank OR TRUST COMPANY, the state in which such out-of-state national bank's OR TRUST COMPANY'S main office is located. [7.]9. The term "acquisition transaction" means any merger, consol- idation or purchase of assets and assumption of liabilities of all or part of a banking institution. [8.]10. The term "like-type banking organization" means, with respect to an out-of-state bank, a banking organization with the type of charter that most nearly corresponds to the charter of such out-of-state bank, as determined by the superintendent. [9.]11. The term "appropriate state supervisor" means the home state supervisor with supervisory and regulatory jurisdiction over an out-of- state state bank OR OUT-OF-STATE STATE-CHARTERED TRUST COMPANY in its home state. [10.]12. The term "banking institution" means any bank, trust compa- ny, savings bank, savings and loan association, or branch of a foreign banking corporation the deposits of which are insured by the federal deposit insurance corporation, which is incorporated, chartered, organ- ized or licensed under the laws of this state or any other state of the United States, OR UNDER THE LAWS OF THE UNITED STATES. 13. THE TERM "BRANCH" MEANS ANY OFFICE OF A BANKING INSTITUTION AT WHICH DEPOSITS ARE RECEIVED, CHECKS PAID OR MONEY LENT. THE TERM SHALL NOT INCLUDE AN AUTOMATED TELLER MACHINE OR OTHER ELECTRONIC FACILITY. FOR PURPOSES OF THIS ARTICLE, THE TERM "BRANCH" SHALL ALSO REFER TO THE PRINCIPAL OR MAIN OFFICE OF A BANKING INSTITUTION. 14. THE TERM "TRUST OFFICE" MEANS AN OFFICE OF A BANKING INSTITUTION OTHER THAN A BRANCH AT WHICH SUCH INSTITUTION MAY CONDUCT ONE OR MORE FIDUCIARY ACTIVITIES PERMITTED FOR A TRUST COMPANY. S 7. Section 223 of the banking law, as added by chapter 9 of the laws of 1996, is amended to read as follows: S 223. [Initial entry by out-of-state banks]ESTABLISHMENT OF BRANCHES OR TRUST OFFICES BY MEANS OF AN ACQUISITION TRANSACTION. An out-of-state bank [that does not operate a branch in this state]may maintain one or more branches OR ONE OR MORE TRUST OFFICES located in this state THAT HAVE BEEN acquired by means of an acquisition transaction. S 8. Section 223-a of the banking law is REPEALED. S 9. Section 223-b of the banking law, as added by chapter 316 of the laws of 2008, is amended to read as follows: S [223-b. Initial entry]223-A. ESTABLISHMENT OF BRANCHES by out-of- state banks by de novo branching. In addition to the authority of an out-of-state bank to maintain a branch or branches by means of an acqui- sition transaction, an out-of-state bank may [enter New York by estab- lishing]WITH THE APPROVAL OF THE SUPERINTENDENT ESTABLISH one or more de novo branches in this state [; provided, however, that in each instance the laws of the jurisdiction where the out-of-state bank has its principal office expressly authorize a New York bank to establish one or more de novo branches under conditions no more restrictive than those imposed by this section as so determined by the superintendent]. S 10. Section 223-c of the banking law is REPEALED.S. 6777 5
S 11. Section 224 of the banking law, as amended by chapter 9 of the laws of 1996 and subdivision 1 as amended by section 26 of part O of chapter 59 of the laws of 2006, is amended to read as follows: S 224.
[Establishment of additional branches by out-of-state state banks]APPLICATION FOR THE ESTABLISHMENT OF BRANCHES OR TRUST OFFICES NOT RESULTING FROM AN ACQUISITION TRANSACTION; RETENTION OF BRANCHES OR TRUST OFFICES RESULTING FROM MERGER OR ACQUISITION. 1. [Subject to the provisions of this article, an out-of-state state bank which maintains one or more branches in this state may open and occupy one or more addi- tional de novo branches in this state with prior approval of the super- intendent. An application for approval submitted pursuant to this section shall contain such information as the superintendent deems necessary.]AN APPLICATION FOR APPROVAL TO THE SUPERINTENDENT CONTAINING SUCH INFORMATION AS HE OR SHE DEEMS NECESSARY SHALL BE SUBMITTED BY AN OUT-OF-STATE STATE BANK PRIOR TO THE ESTABLISHMENT OF EACH BRANCH. At the time of making such application, an investigation fee as prescribed pursuant to section eighteen-a of this chapter shall be paid to the superintendent for each branch [office]for which approval is sought. If the superintendent finds that the opening of the branch [office]is not consistent with the declaration of policy set forth in section ten of this chapter, he or she shall notify the applicant that the application has been denied. AN OUT-OF-STATE STATE BANK OR OUT-OF-STATE STATE-CHAR- TERED TRUST COMPANY SEEKING TO ESTABLISH ONE OR MORE TRUST OFFICES IN THIS STATE SHALL COMPLY WITH THE NOTICE PROCEDURES SET FORTH IN SUBDIVI- SION FOUR OF SECTION ONE HUNDRED THIRTY-ONE OF THIS CHAPTER. 2. Subject to the provisions of this article, if the merger or acqui- sition agreement so provides, an out-of-state state bank may maintain as a branch or branches OR TRUST OFFICE OR TRUST OFFICES the place or plac- es of business of any banking institution which it has received into itself as a result of an acquisition transaction authorized by this article. 3. No out-of-state state bank shall open, occupy or maintain a branch in this state at a location not permitted to a like-type banking organ- ization. S 12. The banking law is amended by adding a new section 224-a to read as follows: S 224-A. CHANGE OF LOCATION OF BRANCHES OR TRUST OFFICES BY OUT-OF-STATE STATE BANKS OR OUT-OF-STATE STATE-CHARTERED TRUST COMPA- NIES. AN APPLICATION FOR APPROVAL CONTAINING SUCH INFORMATION AS THE SUPERINTENDENT DEEMS NECESSARY SHALL BE SUBMITTED BY AN OUT-OF-STATE STATE BANK OR AN OUT-OF-STATE STATE-CHARTERED TRUST COMPANY PRIOR TO THE RELOCATION OF A BRANCH OR TRUST OFFICE IN THIS STATE. AT THE TIME OF MAKING SUCH APPLICATION, AN INVESTIGATION FEE AS PRESCRIBED PURSUANT TO SECTION EIGHTEEN-A OF THIS CHAPTER SHALL BE PAID TO THE SUPERINTENDENT FOR EACH BRANCH OR TRUST OFFICE FOR WHICH APPROVAL IS SOUGHT. IF THE SUPERINTENDENT SHALL BE SATISFIED THAT SUCH RELOCATION MAY BE PERMITTED UNDER THE TERMS OF THIS CHAPTER AND THAT THERE IS NO REASONABLE OBJECTION TO SUCH CHANGE, HE OR SHE SHALL APPROVE SUCH APPLICATION. S 13. Section 225 of the banking law, as amended by chapter 9 of the laws of 1996 and subdivisions 1 and 2 as amended by chapter 547 of the laws of 2008, is amended to read as follows: S 225. Interstate acquisition transactions. 1. [Without limiting the transactions permissible under section two hundred twenty-three of this article, an]AN out-of-state bank may engage in an acquisition trans- action with a New York bank OR WITH A BANKING INSTITUTION LOCATED IN NEW YORK and may maintain as a branch or branches OR TRUST OFFICE OR TRUSTS. 6777 6
OFFICES, THE BRANCHES OR TRUST OFFICES, RESPECTIVELY,
[the place or places of business]of any such New York bank OR BANKING INSTITUTION which it has received into itself as a result of such transaction, subject to the requirements of this article. 2. Except when section twenty-nine of this chapter applies, section six hundred one or six hundred one-a of this chapter, as the case may be, and section six hundred one-b of this chapter shall apply to any acquisition transaction [authorized by this article]in which the receiving corporation is a New York bank. In the case of [any other]AN acquisition transaction authorized by this article IN WHICH AN OUT-OF-STATE BANK OR OUT-OF-STATE TRUST COMPANY IS THE RECEIVING CORPO- RATION, the out-of-state bank OR OUT-OF-STATE TRUST COMPANY shall file with the superintendent a copy of any application filed with the appro- priate state supervisor and appropriate federal banking agency. 3. At the time when a merger or consolidation authorized by this arti- cle OR BY SECTION SIX HUNDRED OF THIS CHAPTER becomes effective: (a) the resulting or consolidated corporation shall be considered the same business and corporate entity as each of the constituent corpo- rations; (b) all the property, rights, powers and franchises of each of the constituent corporations shall vest in the resulting or consolidated corporation and the resulting or consolidated corporation shall be subject to and shall be deemed to have assumed all of the debts, liabil- ities, obligations and duties of each constituent corporation and to have succeeded to all of its relationships, fiduciary or otherwise, as fully and to the same extent as if such property, rights, powers, fran- chises, debts, liabilities, obligations, duties and relationships had been originally acquired, incurred or entered into by the resulting or consolidated corporation; (c) any reference to a constituent corporation in any contract, will or document, whether executed or taking effect before or after the merg- er or consolidation, shall be considered a reference to the resulting or consolidated corporation if not inconsistent with the other provisions of the contract, will or document; [and](d) a pending action or other judicial proceeding to which any constituent corporation is a party, shall not be deemed to have abated or to have discontinued by reason of the merger or consolidation, but may be prosecuted to final judgment, order or decree in the same manner as if the merger or consolidation had not been made, or the resulting or consolidated corporation may be substituted as a party to such action or proceeding, and any judgment, order or decree may be rendered for or against it that might have been rendered for or against such constituent corporation if the merger or consolidation had not occurred [.]; AND (E) NOTHING IN THIS SUBDIVISION SHALL BE DEEMED TO AUTHORIZE A BANKING INSTITUTION TO EXERCISE ANY POWER OR ENGAGE IN ANY ACTIVITY NOT OTHER- WISE PERMITTED UNDER ITS CHARTER. 4. In the case of a merger or consolidation authorized by this article in which an out-of-state bank OR OUT-OF-STATE TRUST COMPANY is the resulting or consolidated corporation, the franchise of any constituent New York bank shall automatically terminate when the merger or consol- idation is consummated. S 14. Section 225-a of the banking law, as amended by chapter 454 of the laws of 2006, is amended to read as follows: S 225-a. Power of superintendent to examine branches or trust offices of out-of-state state banks OR OUT-OF-STATE STATE-CHARTERED TRUST COMPA- NIES. The superintendent shall have the power at any time in his or herS. 6777 7
discretion to examine every branch or trust office located in this state of an out-of-state state bank OR OUT-OF-STATE STATE-CHARTERED TRUST COMPANY for the same purposes and to the same extent as is provided in the case of banking organizations pursuant to the provisions of this chapter. S 15. Section 225-b of the banking law, as amended by chapter 217 of the laws of 2010, is amended to read as follows: S 225-b. Applicability of certain sections to out-of-state banks. 1. Except as otherwise provided in this section, nothing in article five or article five-B of this chapter shall apply to an out-of-state bank OR OUT-OF-STATE TRUST COMPANY authorized to open, occupy and main- tain a branch pursuant to the provisions of this article OR A TRUST OFFICE PURSUANT TO THIS ARTICLE OR TO SUBDIVISION FOUR OF SECTION ONE HUNDRED THIRTY-ONE OF THIS CHAPTER. Any reference in this chapter (other than in article five or article five-B) to a foreign bank, foreign corporation or foreign banking corporation shall be deemed to be a reference to an out-of-state bank OR OUT-OF-STATE TRUST COMPANY author- ized to open, occupy and maintain a branch pursuant to the provisions of this article OR A TRUST OFFICE PURSUANT TO THIS ARTICLE OR TO SUBDIVI- SION FOUR OF SECTION ONE HUNDRED THIRTY-ONE OF THIS CHAPTER. Notwith- standing the foregoing,
[(a)]the provisions of [sections]SECTION two hundred two-h (Repayment of deposits standing in the names of minors, trustees, joint depositors or custodians; interpleader in certain actions), [two hundred three (Change of location, name or business) and two hundred four (Reports of foreign banking corporations; penalties)]of this chapter shall apply with equal force and effect to out-of-state banks OR OUT-OF-STATE TRUST COMPANIES authorized to open, occupy or maintain branches pursuant to the provisions of this article [; and (b) the]. 2. THE provisions of section three hundred ninety-nine-a, subdivision three of section one hundred thirty, subdivision two of section one hundred forty-three, subdivision five of section two hundred forty-seven and subdivision five of section three hundred ninety-nine of this chap- ter with respect to restrictions on executive officers or directors of foreign banking corporations and the provisions of sections twenty, twenty-six, thirty, thirty-one and six hundred thirty-four, [subdivision two of section thirteen,]subdivisions eleven and twelve of section six hundred five, subdivision four of section six hundred six and paragraph (a) of subdivision one of section fourteen of this chapter, shall not apply to out-of-state banks authorized to open, occupy or maintain branches pursuant to the provisions of this article. S 16. Subdivisions 6 and 8 of section 600 of the banking law, subdivi- sion 6 as amended by chapter 9 of the laws of 1996, subdivision 8 as amended by chapter 152 of the laws of 1993, as renumbered by chapter 455 of the laws of 2006 and as further amended by section 104 of part A of chapter 62 of the laws of 2011, are amended to read as follows: (6) One or more banks, trust companies, stock-form savings banks or stock-form savings and loan associations, with one or more out-of-state banks OR OUT-OF-STATE TRUST COMPANIES as such [term is]TERMS ARE defined in [subdivision one of]section two hundred twenty-two of this chapter. (8) Such other mergers between and among banking institutions as the superintendent of financial services may authorize. THE SUPERINTENDENT MAY PROMULGATE SUCH REGULATIONS AS HE OR SHE DEEMS NECESSARY AND PROPER TO IMPLEMENT AND DEFINE THE PROVISIONS OF THIS PARAGRAPH.S. 6777 8
S 17. Paragraph (g) of subdivision 1 of section 601-a of the banking law, as amended by chapter 152 of the laws of 1993 and as further amended by section 104 of part A of chapter 62 of the laws of 2011, is amended to read as follows: (g) ONE OR MORE BANKS, TRUST COMPANIES, STOCK-FORM SAVINGS BANKS OR STOCK-FORM SAVINGS AND LOAN ASSOCIATIONS, WITH ONE OR MORE OUT-OF-STATE BANKS OR OUT-OF-STATE TRUST COMPANIES AS SUCH TERMS ARE DEFINED IN SECTION TWO HUNDRED TWENTY-TWO OF THIS CHAPTER. (H) One or more banking institutions by another banking institution
[to the extent permitted under regulations of the superintendent of financial services]AS THE SUPERINTENDENT MAY AUTHORIZE. FOR PURPOSES OF THIS PARAGRAPH, A BRANCH OR AGENCY OF A FOREIGN BANKING CORPORATION LICENSED PURSUANT TO ARTICLE TWO OF THIS CHAPTER AND SEEKING APPROVAL FOR A TRANSFER OF FIDUCIARY RELATIONSHIPS PURSUANT TO SECTION SIX HUNDRED FOUR-A OF THIS CHAPTER SHALL BE CONSIDERED A BANKING INSTITU- TION. THE SUPERINTENDENT MAY PROMULGATE SUCH REGULATIONS AS HE OR SHE DEEMS NECESSARY AND PROPER TO IMPLEMENT AND DEFINE THE PROVISIONS OF THIS PARAGRAPH. S 18. Section 604-a of the banking law, as added by chapter 743 of the laws of 1958, the section heading and subdivision 1 as amended by chap- ter 297 of the laws of 1993, subdivision 2 as amended by chapter 489 of the laws of 1963 and subdivision 3 as amended by chapter 115 of the laws of 1981, is amended to read as follows: S 604-a. Transfer of fiduciary relationships [of a banking institu- tion]. 1. If any banking institution, including a bank or trust company, national banking association, savings bank, savings and loan associ- ation, federally chartered savings bank, federally chartered savings [and loan]association, OR A BRANCH OR AGENCY OF A FOREIGN BANKING CORPORATION LICENSED PURSUANT TO ARTICLE TWO OF THIS CHAPTER, located in this state, shall have transferred all or substantially all of its assets to another banking institution in a transaction subject to this chapter pursuant to a written agreement between the transferor and transferee [corporations]whereby the transferee [corporation]has assumed the deposit liabilities, if any, of the transferor [corporation]and has agreed to assume all fiduciary relationships of the transferor [corporation], the transferee [corporation]may file in the office of the superintendent a certificate in its name and under its [corporate]seal, signed by its president, secretary or cashier, setting forth a copy of such agreement and stating that the transferee [corporation]assumes all of the fiduciary relationships of the transferor [corpo- ration]pursuant to the provisions of this section; provided, however, that such certificate shall not be filed unless the approval of the superintendent shall have been endorsed thereon or annexed thereto before filing. IN THE CASE OF A BRANCH OR AGENCY LICENSED PURSUANT TO ARTICLE TWO OF THIS CHAPTER THAT SEEKS TO PARTICIPATE IN A TRANSACTION DESCRIBED IN THIS SECTION, SUCH BRANCH OR AGENCY SHALL BE SUBJECT TO THE APPLICATION AND APPROVAL REQUIREMENTS GOVERNING ACQUISITION TRANSACTIONS SET FORTH IN SECTIONS SIX HUNDRED ONE-A AND SIX HUNDRED ONE-B OF THIS ARTICLE. 2. Upon the filing of such certificate in the office of the super- intendent, all of the property, rights, powers and franchises of the transferor [corporation]as fiduciary shall vest in the transferee [corporation]and the transferee [corporation]shall be deemed to have assumed all of the debts, liabilities, obligations and duties of the transferor [corporation]as fiduciary, and to have succeeded to all the fiduciary relationships of the transferor [corporation], as fully andS. 6777 9
with the same effect as is provided in sections one hundred thirty-six-c and six hundred two OF THIS CHAPTER in the case of a merger, and any reference to the transferor
[corporation]as fiduciary in any capacity, contained in any contract, will or document, whether executed or taking effect before or after the filing of such certificate in the office of the superintendent, shall be considered a reference to the transferee [corporation]if not inconsistent with the other provisions of the contract, will or document. 3. For [the]purposes of this section, the fiduciary relationships of the transferor shall include all relationships as agent, trustee, guard- ian, receiver, committee, conservator, executor, administrator, or other fiduciary in any capacity or for any purpose mentioned in section one hundred OF THIS CHAPTER, and all relationships of the transferor as bailee or depositary of personal property. 4. This section shall not be deemed to authorize a transferee [corpo- ration]to assume any fiduciary relationship of a kind which it would not otherwise have power to undertake and perform. Nothing in this section shall be deemed to authorize any such transferee [corporation]to maintain as its own office any office previously maintained by the transferor [corporation], and authority, if any, to maintain any such office shall be governed by the applicable provisions of law other than this section. This section shall not be deemed to apply to contracts of the transferor for the leasing of safe deposit boxes or vaults. S 19. This act shall take effect immediately.