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Information and Notification Requirements for Acquisition of Control of Foreign Banking Organizations

Section

1. General Statement
2. Notice
3. Banking Law § 201-c and § 221-i 

1 – General Statement 

A foreign banking corporation licensed to maintain a branch, agency or representative office in this state shall file with the superintendent a notice, no later than fourteen calendar days after such foreign banking corporation becomes aware of any acquisition of control of such corporation.

(Refer to BL §201-c for foreign branches/agencies and §221-i for foreign representative offices)

2 – Notice 

The notice should include the following: 

a)      Description of the transaction, including purchase price and effective date of transaction. 

b)      If approval from home country regulator is required, provide a copy of the approval or no-objection letter or public announcement, with translation to English, if applicable, indicating that such approval or no objection has been obtained.   

c)      Name and address of each person or entity, or group of persons or entities acting in concert, directly or indirectly, owning, controlling or holding with power to vote, 25% more of any class of voting stock of such foreign banking corporation.  Also include: 

  1. Place of incorporation and description of business for business entity. 
  2. Nationality and biographies of individuals. 
  3. Latest available financial statements of individuals or business entities. 
  4. List of other banking or financial institution interests of individuals or business entities in home country and in the U.S.

d)      Shareholder or voting agreements among shareholders, if applicable.

e)      Anticipated management and business changes in home country and the New York licensee as a result of the transaction.

f)        For other types of acquisition of control granting a person or entity, or group of persons or entities the ability in any manner to elect a majority of the directors of such foreign banking corporation, or otherwise exercise a controlling influence over the management and policies, please provide the information required in “c” and “e” in letter form.

j)    Any other information the Superintendent may request.

3 – Banking Law

UNOFFICIAL COPY 

§ 201-c. Notice of acquisition of control or merger. 

1. A foreign banking corporation licensed pursuant to article two of this chapter to maintain a branch or agency in this state shall file with the superintendent a notice, in such form and containing such information as the superintendent may prescribe, no later than fourteen calendar days after such foreign banking corporation becomes aware of any acquisition of control of such corporation or merges with another foreign banking corporation. 

2. Control, for purposes of this section, means any person or entity, or group of persons or entities acting in concert, directly or indirectly, owning, controlling or holding with power to vote, twenty-five percent or more of any class of voting stock of such foreign banking corporation, or having the ability in any manner to elect a majority of the directors of such foreign banking corporation, or otherwise exercising a controlling influence over the management and polices of such foreign banking corporation as defined by the superintendent by regulation. 

UNOFFICIAL COPY 

§221-i. Notice of acquisition of control or merger. 

1. A foreign banking corporation licensed pursuant to this article to maintain a representative office in this state shall file with the superintendent a notice, in such form and containing such information as the superintendent may prescribe, no later than fourteen calendar days after such foreign banking corporation becomes aware of any acquisition of control of such corporation or merges with another foreign banking corporation. 

2. Control, for purposes of this section, means any person or entity, or group of persons or entities acting in concert, directly or indirectly, owning, controlling or holding with the power to vote, twenty-five percent or more of any class of voting stock of such foreign banking corporation, or having the ability in any manner to elect a majority of the directors of such foreign banking corporation, or otherwise exercising a controlling influence over the management and policies of such foreign banking corporation as defined by the superintendent by regulation. 


Access additional information on mergers involving foreign banking corporations.

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