§ 324. Change of control. 1. It shall be unlawful, except with the
prior approval of the superintendent, for any company, as defined in
subdivision two of section one hundred forty-one of this chapter, to
directly or indirectly acquire control of any safe deposit company
subject to the provisions of this article.

As used in this section, the term "control" means the possession,
directly or indirectly, of the power to direct or cause the direction of
the management and policies of a safe deposit company, whether by means
of the ownership of the voting stock or equity interests of such safe
deposit company or of one or more companies controlling such safe
deposit company by means of a contractual arrangement, or otherwise.
Control shall be presumed to exist if any company, directly or
indirectly, owns, controls or holds with the power to vote ten per
centum or more of the voting stock of any safe deposit company or of any
company which owns, controls or holds with power to vote ten per centum
or more of the voting stock of such safe deposit company, but no person
shall be deemed to control a safe deposit company solely by reason of
his being an officer or director of such safe deposit company. The
superintendent may, in his discretion, upon the application of a safe
deposit company or any company which, directly or indirectly, owns,
controls or holds with power to vote or seeks to own, control or holds
with power to vote any voting stock of such safe deposit company,
determine whether or not the ownership, control or holding of such
voting stock constitutes or would constitute control of such safe
deposit company for purposes of this section.

2. (a) A company which seeks to acquire control of a safe deposit
company subject to the provisions of this article shall file a written
application therefor with the superintendent and pay an investigation
fee as prescribed pursuant to section eighteen-a of this chapter to the
superintendent. The application shall be in such form and shall contain
such information as the superintendent may require.

(b) The superintendent shall disapprove the proposed exercise of
control of any safe deposit company if, after notice to and an
opportunity to be heard by the applicant and such safe deposit company,
he finds the acquisition of control therein contrary to law or
determines that disapproval is reasonably necessary to protect the
interests of the people of this state. In making such determination, the
superintendent shall only consider (i) whether the character,
responsibility and general fitness of the company which seeks to control
such safe deposit company are such as to command confidence and warrant
belief that the business of such safe deposit company will be honestly
and efficiently conducted in a manner consistent with the public
interest, the interests of bailors and creditors of such safe deposit
company and (ii) whether the exercise of control may impair the safe and
sound conduct of the business of such safe deposit company, the
conservation of its assets, or public confidence in its business. Unless
the superintendent shall have denied such application in writing within
ninety days of the receipt thereof, or shall have advised the applicant
in writing before the expiration of ninety days of his determination to
extend such period an additional sixty days, such application shall be
deemed approved.

(c) For a period of six months from the date of qualification thereof
and for such additional period of time as the superintendent may
prescribe in writing, the provisions of this subdivision shall not apply
to a transfer of control by operation of law to a legal representative,
as hereinafter defined, who has control of a safe deposit company.

The term "legal representative", for the purposes of this section,
shall mean one duly appointed by a court of competent jurisdiction to
act as executor, administrator, trustee, committee, conservator or
receiver, including one who succeeds a legal representative and one
acting in a ancillary capacity thereto in accordance with the provisions
of such court appointment.