The following transactions require an application
for the Board’s prior approval under section 3 of the Bank Holding
Company Act except as exempted under section 225.12 or as otherwise
covered by section 225.17 of this subpart.
(a) Formation of bank holding company. Any
action that causes a bank or other company to become a bank holding
company.
(b) Acquisition of subsidiary
bank. Any action that causes a bank to become a subsidiary of
a bank holding company.
(c) Acquisition
of control of bank or bank holding company securities.
(1) The acquisition by a bank holding
company of direct or indirect ownership or control of any voting securities
of a bank or bank holding company, 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 bank or bank 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 bank holding company’s proportional
share of any class of voting securities.
(d) Acquisition of bank assets. The acquisition
by a bank holding company or by a subsidiary thereof (other than a
bank) of all or substantially all of the assets of a bank.
(e) Merger of bank holding companies. The merger or consolidation of bank holding companies, including
a merger through the purchase of assets and assumption of liabilities.
(f) Transactions by foreign banking
organization. Any transaction described in paragraphs (a) through
(e) of this section by a foreign banking organization that involves
the acquisition of an interest in a U.S. bank or in a bank holding
company for which application would be required if the foreign banking
organization were a bank holding company.
