(a) Acquisitions.
(1) Stock savings
associations. A mutual holding company may not acquire control
of a savings association that is in the stock form unless the necessary
approvals are obtained from the Board, including approval pursuant
to section 238.11 of this chapter.
(2) Mutual savings
associations. A mutual holding company may not acquire a savings
association in the mutual form by merger of such association into
any subsidiary savings association of such holding company from which
the parent mutual holding company draws members or into an interim
subsidiary savings association of the mutual holding company, unless:
(i) The proposed acquisition is approved by a majority of the board
of directors of the mutual association;
(ii) The proposed acquisition is submitted
to the mutual association’s members and is approved by a majority
of the total votes of the association’s members eligible to be cast
at a meeting held at the call of the association’s directors in accordance
with the procedures prescribed by the association’s charter and bylaws;
(iii) The necessary
approvals are obtained from the Board, including approval pursuant
to section 238.11 of this chapter, and any other approvals required
to form an interim association, to amend the charter and bylaws of
the association being acquired, and/or to amend the charter and bylaws
of the mutual holding company consistent with section 239.6(a); and
(iv) The approval of
the members of the mutual holding company is obtained, if the Board
advises the mutual holding company in writing that such approval will
be required.
(3) Mutual holding companies. A mutual
holding company that is not a subsidiary holding company may not acquire
control of another mutual holding company, including a subsidiary
holding company, by merging with or into such company, unless the
necessary approvals are obtained from the Board, including approval
pursuant to section 238.11 of this chapter. The approval of the members
of the mutual holding companies shall also be obtained if the Board
advises the mutual holding companies in writing that such approval
will be required.
(4) Stock holding companies. A mutual holding
company may not acquire control of a savings and loan holding company
in the stock form that is not a subsidiary holding company, unless
the necessary approvals are obtained from the Board, including approval
pursuant to section 238.11 of this chapter. The acquired holding company
may be held as a subsidiary of the mutual holding company or merged
into the mutual holding company.
(5) Non-controlling
acquisitions of savings association stock. A mutual holding company
may acquire non-controlling amounts of the stock of savings associations
and savings and loan holding companies subject to the restrictions
imposed by 12 U.S.C. 1467a(e) and (q) and sections 238.41 and 238.11
of this chapter.
(6) Other corporations. A mutual holding company
may not acquire control of, or make non-controlling investments in
the stock of, any corporation other than a savings association or
savings and loan holding company unless:
(i) (A) Such corporation is engaged exclusively in activities that
are permissible for mutual holding companies pursuant to section 239.8(a);
or
(B) It is lawful for
the stock of such corporation to be purchased by a federal savings
association under the applicable regulations of the Comptroller of
the Currency or by a state savings association under the applicable
regulations of the Federal Deposit Insurance Corporation and the laws
of any state where any subsidiary savings association of the mutual
holding company has its home office; and
(ii) Such corporation is
not controlled, directly or indirectly, by a subsidiary savings association
of the mutual holding company.
(b) Dispositions.
(1) A mutual holding company shall provide
written notice to the appropriate Reserve Bank at least 30 days prior
to the effective date of any direct or indirect transfer of any of
the stock that it holds in a subsidiary holding company, a resulting
association, an acquiree association, or any subsidiary savings association
that was in the mutual form when acquired by the mutual holding company,
including stock transferred in connection with a pledge pursuant to
section 239.8(b) or any transfer of all or a substantial portion of
the assets or liabilities of any such subsidiary holding company or
association. Any such disposition shall comply with the requirements
of this part, as appropriate, and with any other applicable statute
or regulation.
(2) A
mutual holding company may, subject to applicable laws and regulations,
transfer any or all of the stock or cause or permit the transfer of
any or all of the assets and liabilities of:
(i) Any
subsidiary savings association that was in the stock form when acquired,
provided such association is not a resulting association or an acquiree
association;
(ii)
Any subsidiary holding company acquired pursuant to paragraph (a)(4)
of this section; or
(iii) Any corporation other than a savings association or savings
and loan holding company.
(3) A mutual holding company may, subject
to applicable laws and regulations, transfer any stock acquired pursuant
to paragraph (a)(5) of this section.
(4) No transfer authorized by this section
may be made to any insider of the mutual holding company, any associate
of an insider of the mutual holding company, or any tax-qualified
or non-tax-qualified employee stock benefit plan of the mutual holding
company unless the mutual holding company provides notice to the appropriate
Reserve Bank at least 30 days prior to the effective date of the proposed
transfer. This notice shall be in addition to any other application
or notice required under applicable laws or regulations, including
those imposed by this part or Regulation LL.
