(a) Prior-notice requirement. Any person acting directly or indirectly,
or through or in concert with one or more persons, shall give the
Board 60 days’ written notice, as specified in section 225.43 of this
subpart, before acquiring control of a state member bank or bank holding
company, unless the acquisition is exempt under section 225.42.
(b) Definitions. For
purposes of this subpart:
(1) Acquisition includes a purchase,
assignment, transfer, or pledge of voting securities, or an increase
in percentage ownership of a state member bank or a bank holding company
resulting from a redemption of voting securities.
(2) Acting in concert includes knowing
participation in a joint activity or parallel action towards a common
goal of acquiring control of a state member bank or bank holding company
whether or not pursuant to an express agreement.
(3) Immediate family includes a
person’s father, mother, stepfather, stepmother, brother, sister,
stepbrother, stepsister, son, daughter, stepson, stepdaughter, grandparent,
grandson, granddaughter, father-in-law, mother-in-law, brother-in-law,
sister-in-law, son-in-law, daughter-in-law, the spouse of any of the
foregoing, and the person’s spouse.
4-051.9
(c) Acquisitions requiring prior notice.
(1)
Acquisition of control. The acquisition of voting securities
of a state member bank
or bank holding company constitutes the acquisition
of control under the Bank Control Act,
* requiring prior notice to
the Board, if, immediately after the transaction, the acquiring person
(or persons acting in concert) will own, control, or hold with power
to vote 25 percent or more of any class of voting securities of the
institution.
(2) Rebuttable presumption of control. The
Board presumes that an acquisition of voting securities of a state
member bank or bank holding company constitutes the acquisition of
control under the Bank Control Act, requiring prior notice to the
Board, if, immediately after the transaction, the acquiring person
(or persons acting in concert) will own, control, or hold with power
to vote 10 percent or more of any class of voting securities of the
institution, and if—
(i) the institution has registered securities
under section 12 of the Securities Exchange Act of 1934 (15 USC 78l); or
(ii)
no other person will own, control, or hold the power to vote a greater
percentage of that class of voting securities immediately after the
transaction.
14-052
(d) Rebuttable presumption of
concerted action. The following persons shall be presumed to
be acting in concert for purposes of this subpart:
(1) a company and any controlling shareholder,
partner, trustee, or management official of the company, if both the
company and the person own voting securities of the state member bank
or bank holding company;
(2) an individual and the individual’s immediate family;
(3) companies under common
control;
(4) persons
that are parties to any agreement, contract, understanding, relationship,
or other arrangement, whether written or otherwise, regarding the
acquisition, voting, or transfer of control of voting securities of
a state member bank or bank holding company, other than through a
revocable proxy as described in section 225.42(a)(5) of this subpart;
(5) persons that have
made, or propose to make, a joint filing under sections 13 or 14 of
the Securities Exchange Act of 1934 (15 USC 78m or 78n), and the rules
promulgated thereunder by the Securities and Exchange Commission;
and
(6) a person and
any trust for which the person serves as trustee.
4-052.01
(e) Acquisitions of loans in default. The Board presumes an acquisition of a loan in default that is secured
by voting securities of a state member bank or bank holding company
to be an acquisition of the underlying securities for purposes of
this section.
(f) Other
transactions. Transactions other than those set forth in paragraph
(c) of this section resulting in a person’s control of less than 25
percent of a class of voting securities of a state member bank or
bank holding company are not deemed by the Board to constitute control
for purposes of the Bank Control Act.
(g) Rebuttal of presumptions. Prior notice
to the Board is not required for any acquisition of voting securities
under the presumption of control set forth in this section, if the
Board finds that the acquisition will not result in control. The Board
shall afford any person seeking to rebut a presumption in this section
an opportunity to present views in writing or, if appropriate, orally
before its designated representatives at an informal conference.
