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Banking Interpretations

May 29, 2001

Via Facsimile 212-225-3999 and U.S. Mail

Paul E. Glotzer, Esq.
Cleary, Gottlieb, Steen & Hamilton
One Liberty Plaza
New York, NY 10006-1470

Dear Mr. Glotzer:

This responds to your letter dated May 24, 2001 to Deputy Michael Lesser wherein you inquire whether an internal reorganization transaction by your client, BNP Paribas ("BNPP") involving a transfer of ownership within the BNPP organization of French American Banking Corporation ("FABC"), a New York Article 12 investment company, triggers any change of control filing requirements under Section 519 of the New York Banking Law.

FABC is not an active investment company but has served as a holding company for several U.S. non-banking subsidiaries of the former Banque Nationale de Paris ("Old BNP") which merged with Paribas, S.A. ("Paribas") on May 23, 2000.  The purpose of the proposed transfer of FABC is to simplify BNPP's U.S. organizational structure and to consolidated two separate tax reporting groups.  An exchange of shares transaction will take place between two wholly-owned BNPP subsidiaries, and, as a result, FABC will change from being a second tier subsidiary of BNPP to a third tier subsidiary.

This letter will confirm our concurrence with the conclusion in your letter that the described transaction does not trigger any change of control requirements under Banking Law Section 519.

I trust that the foregoing is helpful.

Sincerely,

Rosanne Notaro
Assistant Counsel

Cc:  Deputy Lesser
Examiner Goswami

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