N.Y. RRD Law § 141

§ 141. Mergers and consolidations of certain railroad corporations.\nWith the consent and approval of the commissioner of transportation\npursuant to section one hundred eighty-eight of the transportation law,\na railroad corporation all of whose outstanding shares of each class are\nowned by a corporation, domestic or foreign, which has as its purpose or\namong its purposes a purpose for which a corporation may be formed under\nthe business corporation law, may merge into or consolidate with such\nowning corporation, following the procedure and with the effect set out\nin article nine of the business corporation law; provided, however, that\nupon such merger or consolidation the surviving or consolidated\ncorporation, if a domestic corporation, shall not possess any of the\nrights, privileges, immunities, powers and purposes of such railroad\ncorporation which could not be lawfully possessed by a corporation\nformed under the business corporation law.\n