New York Codes, Rules and Regulations
Title 3 - BANKING
Chapter III - SUPERINTENDENT'S REGULATIONS
Subchapter A - BANKING ORGANIZATIONS
Part 322 - Pledge Of Assets And Maintenance Of Assets By Licensed Foreign Banking Corporations In New York
Section 322.6 - Definition of affiliate

Universal Citation: 3 NY Comp Codes Rules and Regs ยง 322.6

Current through Register Vol. 46, No. 12, March 20, 2024

For purposes of this Part:

(a) Affiliate means any person, or group of persons acting in concert, that controls, is controlled by or is under common control with such foreign banking corporation.

(b) Control means any person, or group of persons acting in concert, directly or indirectly:

(1) owning, controlling or holding with power to vote, more than 50 percent of the voting stock of a company;

(2) having the ability in any manner to elect a majority of the directors of a company; or

(3) otherwise exercising a controlling influence over the management and policies of a company.

(c) A controlling influence shall be presumed to exist when any person, or group of persons acting in concert, directly or indirectly:

(1) is a general partner of the company;

(2) has the power to direct the management or policies of the company; or

(3) owns, controls or holds with power to vote, 25 percent or more of the voting stock or 40 percent or more of any class of stock of the company and is subject to one of the control factors in subparagraphs (i) through (viii) of this paragraph:
(i) is one of the two largest holders of any class of voting stock of the company;

(ii) holds more than 50 percent of the total shareholders' equity of the company;

(iii) holds more than 75 percent of the combined debt securities and stockholders' equity of the company;

(iv) is a party to any agreement pursuant to which it possesses a material economic stake in the company resulting from a profit-sharing arrangement, use of common names, facilities or personnel, or the provision of essential services to the company;

(v) would have the ability, other than through the holding of revocable proxies, to direct the vote of 50 percent or more of any class of the company's voting stock or to vote 50 percent or more of a class of voting stock in the future upon the occurrence of a future event;

(vi) has the power to direct the disposition of 50 percent or more of any class of the company's voting stock in a manner other than a widely dispersed or public offering;

(vii) would constitute or designate its representative or nominee as more than one member of the company's board of directors; or

(viii) would serve or designate its representative or nominee to serve as the chairman of the board of directors, chairman of the executive committee, chief executive officer, chief operating officer, chief financial officer, or in any position with similar policymaking authority in the company.

(d) For purposes of this definition, the term person shall mean a corporation, unincorporated association, partnership, or any other entity or individual. The term company includes the foreign banking corporation.

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