The following transactions require the Board’s
prior approval under section 10 of HOLA except as exempted under section
238.12:
(a) Formation of savings
and loan holding company. Any action that causes a savings association
or other company to become a savings and loan holding company.
(b) Acquisition of subsidiary savings association. Any action that causes a savings association to become a subsidiary
of a savings and loan holding company.
(c) Acquisition of control of savings association
or savings and loan holding company securities.
(1) The acquisition by a savings and
loan holding company of direct or indirect ownership or control of
any voting securities of a savings association or savings and loan
holding company, that is not a subsidiary, if the acquisition results
in the company’s control of more than 5 percent of the outstanding
shares of any class of voting securities of the savings association
or savings and loan holding company.
(2) An acquisition includes the purchase
of additional securities through the exercise of preemptive rights,
but does not include securities received in a stock dividend or stock
split that does not alter the savings and loan holding company’s proportional
share of any class of voting securities.
(3) In the case of a multiple savings and
loan holding company, acquisition of direct or indirect ownership
or control of any voting securities of a savings association or savings
and loan holding company, that is not a subsidiary, if the acquisition
results in the company’s control of more than 5 percent of the outstanding
shares of any class of voting securities of the savings association
or savings and loan holding company that is engaged in any business
activity other than those specified in section 238.51 of this part.
(d) Acquisition of savings
association or savings and loan holding company assets. The acquisition
by a savings and loan holding company or by a subsidiary thereof (other
than a savings association) of all or substantially all of the assets
of a savings association, or savings and loan holding company.
(e) Merger of savings and loan holding
companies. The merger or consolidation of savings and loan holding
companies, and the acquisition of a savings association through a
merger or consolidation.
(f) Acquisition
of control by certain individuals. The acquisition, by a director
or officer of a savings and loan holding company, or by any individual
who owns, controls, or holds the power to vote (or holds proxies representing)
more than 25 percent of the voting shares of such savings and loan
holding company, of control of any savings association that is not
a subsidiary of such savings and loan holding company.
