(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 238.33 of this
subpart, before acquiring control of a savings and loan holding company,
unless the acquisition is exempt under section 238.32.
(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 savings and loan 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 savings and loan 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.
(c) Acquisitions requiring prior notice.
(1) Acquisition
of control. The acquisition of voting securities of a savings
and loan 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 savings and loan 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 U.S.C. 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.
2(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 principal shareholder,
partner, trustee, or management official of the company, if both the
company and the person own voting securities of the savings and loan
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 savings and
loan holding company, other than through a revocable proxy as described
in section 238.32(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 U.S.C. 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.
(e) Acquisitions of loans in default. The Board presumes an acquisition of a loan in default that is secured
by voting securities of a savings and loan 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 savings and loan 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.
