New York Banking Law
Effect of Merger or Conversion of National Banking Association Into State Bank
§ 136-c. Effect of merger or conversion of national banking association into state bank.
1. At the time when a merger or conversion under sections one hundred thirty-six and one hundred thirty-six-b of this chapter becomes effective.
(a) the resulting state bank shall be considered the same business and corporate entity as the national banking association, although as to rights, powers and duties, the resulting bank is a state bank;
(b) all of the property, rights, powers and franchises of the national banking association shall vest in the resulting state bank and the resulting state bank shall be subject to and be deemed to have assumed all of the debts, liabilities, obligations and duties of the national banking association 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, franchises, debts, liabilities, obligations, duties and relationships had been originally acquired, incurred or entered into by the resulting state bank; provided, however, that the resulting state bank shall not, through such conversion or merger, acquire power to engage in any business or to exercise any right, privilege or franchise which is not conferred by the provisions of this chapter upon such resulting state bank;
(c) any reference to the national banking association in any contract, will or document, whether executed or taking effect before or after the conversion or merger, shall be considered a reference to the resulting state bank if not inconsistent with the other provisions of the contract, will or document;
(d) a pending action or other judicial proceeding to which the national banking association is a party, shall not be deemed to have abated or to have discontinued by reason of the conversion or merger, but may be prosecuted to final judgment, order or decree in the same manner as if the conversion or merger had not been made; or the resulting state bank 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 the national banking association if the conversion or merger had not occurred.
2. As used in this section, the term “state bank” means a bank or trust company.