Relates to branches, trust offices and interstate branching transactions.
S6777B-2011 Actions
- Jun 21, 2012: SUBSTITUTED BY A10567A
- Jun 18, 2012: AMENDED ON THIRD READING 6777B
- Jun 4, 2012: AMENDED ON THIRD READING 6777A
- May 31, 2012: ADVANCED TO THIRD READING
- May 30, 2012: 2ND REPORT CAL.
- May 23, 2012: 1ST REPORT CAL.898
- Mar 21, 2012: REFERRED TO BANKS
S6777B-2011 Calendars
Active List: Jun 21, 2012 , Floor Calendar: Jun 19, 2012 , Floor Calendar: Jun 20, 2012 , Floor Calendar: Jun 21, 2012S6777B-2011 Votes
VOTE: COMMITTEE VOTE:
- Banks
- May 23, 2012
Ayes (19): Griffo, Farley, Bonacic, DeFrancisco, Gallivan, Golden, Johnson, O'Mara, Marcellino, Ranzenhofer, Smith, Breslin, Carlucci, Diaz, Krueger, Rivera, Savino, Valesky, Avella
S6777B-2011 Memo
BILL NUMBER:S6777B
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:
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
Banking Law 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
bust 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-a 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 �255 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.
EXISTING LAW:
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 once 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.
JUSTIFICATION:
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.
FISCAL IMPLICATIONS:
There are no fiscal implications from this bill.
EFFECTIVE DATE:
Immediately.
S6777B-2011 Text
S T A T E O F N E W Y O R K
________________________________________________________________________
6777--B
Cal. No. 898
I N SENATE
March 21, 2012
___________
Introduced by Sen. GRIFFO -- read twice and ordered printed, and when
printed to be committed to the Committee on Banks -- reported favora-
bly from said committee, ordered to first and second report, ordered
to a third reading, amended and ordered reprinted, retaining its place
in the order of third reading -- again amended and ordered reprinted,
retaining its place in the order of third reading
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
EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
[ ] is old law to be omitted.
LBD14431-07-2
S. 6777--B 2
is planned. THE REQUIREMENTS OF THIS SECTION SHALL NOT APPLY TO THE
FOLLOWING:
(A) BRANCH OFFICES LOCATED OUTSIDE THE STATE OF NEW YORK;
(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
S. 6777--B 3
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, may
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 IS 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
S. 6777--B 4
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 United
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. EXCEPT FOR
PURPOSES OF SUBDIVISION THREE OF SECTION TWO HUNDRED TWENTY-FOUR OF THIS
ARTICLE, 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 INSTITU-
TION.
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] ESTABLISH one or more de novo branches in this state; provided,
S. 6777--B 5
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] AN OUT-OF-STATE STATE BANK SHALL OBTAIN THE SUPER-
INTENDENT'S PRIOR APPROVAL IN ACCORDANCE WITH THE REQUIREMENTS IN
SECTION TWO HUNDRED TWENTY-FOUR OF THIS CHAPTER.
S 10. Section 223-c of the banking law is REPEALED.
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. 6777--B 6
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 TRUST
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
S. 6777--B 7
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 her
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 maintain 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 authorized to open,
occupy and maintain 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. Notwithstanding 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
S. 6777--B 8
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 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.
S. 6777--B 9
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 and
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.
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