N.Y. Banking Law Section 604
Rights of dissenting stockholders


The following stockholders shall, subject to and by complying with § 6022 (Procedure to enforce stockholder’s right to receive payment for shares)section six thousand twenty-two of this chapter, have the right to receive payment of the fair value of their shares and the other rights and benefits provided by such section:

1.

In the case of a merger pursuant to a plan submitted to stockholders as provided in subdivision two of § 601 (Merger agreement)section six hundred one of this chapter, any stockholder of the merging corporation entitled to vote thereon who does not assent thereto;

2.

In the case of a plan of acquisition of assets submitted to stockholders as provided in subdivision two of § 601-A (Purchase of assets)section six hundred one-a of this chapter, any stockholder of the selling corporation entitled to vote thereon who does not assent thereto; and

3.

In the case of a sale, lease, exchange or other disposition which requires stockholder authorization under § 601-C (Sale, lease, exchange or other disposition of property, rights, privileges and franchises)section six hundred one-c of this chapter, any stockholder, entitled to vote thereon, of the corporation making such sale, lease, exchange or other disposition who does not assent thereto, except in the case of a transaction wholly for cash where the stockholders’ authorization thereof is conditioned upon the distribution of all the net proceeds of such transaction to the stockholders in accordance with their respective interests within one year after the date of such transaction and upon the dissolution of the corporation.

Source: Section 604 — Rights of dissenting stockholders, https://www.­nysenate.­gov/legislation/laws/BNK/604 (updated Sep. 22, 2014; accessed Dec. 21, 2024).

600
Merger
601
Merger agreement
601‑A
Purchase of assets
601‑B
Approval or disapproval of merger or purchase of assets
601‑C
Sale, lease, exchange or other disposition of property, rights, privileges and franchises
602
Effect of merger
603
Issuance of new certificates of stock or other consideration
604
Rights of dissenting stockholders
604‑A
Transfer of fiduciary relationships
605
Voluntary liquidation
605‑A
Transfer of deposit liabilities of bank or trust company
606
When superintendent may take possession of banking organization
607
Manner and time within which taking possession may be tested
609
Resumption of business by bank, trust company or industrial bank
610
Resumption of business in accordance with plan of reorganization
611
Special deputies
611‑A
Appointment of single judge
612
Certificates to be recorded and received in evidence
612‑A
Payment of wages
613
Payment by superintendent of expenses of liquidation
614
Obtaining possession of pleadings, et cetera, in actions against which attorneys’ liens are asserted
615
On taking possession, superintendent shall notify those holding assets
616
Inventory of assets
617
Disposition of property held as bailee, or depositary
618
Liquidation and conservation of assets
618‑A
Repudiation of contracts
619
Prosecution and defense of actions
620
Notice to creditors to make proof of claims
620‑A
Certain claims shall not be accepted
622
List of claims duly presented
623
Filing objections to claims presented or listed
624
Acceptance and rejection of claims and accounts
625
Effect of accepting claims and accounts
626
Judgments recovered shall not be liens
627
Dividends to creditors
628
Payment of dividends when deposits have been made available by Federal Deposit Insurance Corporation
629
Payment of dividends to minors, trustees or joint depositors
630
Claims of shareholders and members of credit unions and savings and loan associations
631
Actions against directors, trustees, managers or officers for violation of their official duties
633
Service of notice or process during time of war
634
Power to appoint regulator or insurer as receiver

Accessed:
Dec. 21, 2024

Last modified:
Sep. 22, 2014

§ 604’s source at nysenate​.gov

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