§ 141. Mergers and consolidations of certain railroad corporations. With the consent and approval of the commissioner of transportation pursuant to § 188 of the transportation law, a railroad corporation all of whose outstanding shares of each class are owned by a corporation, domestic or foreign, which has as its purpose or among its purposes a purpose for which a corporation may be formed under the business corporation law, may merge into or consolidate with such owning corporation, following the procedure and with the effect set out in Article 9 of the business corporation law; provided, however, that upon such merger or consolidation the surviving or consolidated corporation, if a domestic corporation, shall not possess any of the rights, privileges, immunities, powers and purposes of such railroad corporation which could not be lawfully possessed by a corporation formed under the business corporation law.