(a) Subsidiary holding companies. A mutual holding company may establish
a subsidiary holding company as a direct subsidiary to hold 100 percent
of the stock of its subsidiary savings association. The formation
and operation of the subsidiary holding company may not be utilized
as a means to evade or frustrate the purposes of this part. The subsidiary
holding company may be established either at the time of the initial
mutual holding company reorganization or at a subsequent date, subject
to the approval of the Board.
(b) Stock issuances. Sections 239.24 and 239.25
apply to issuance of stock by a subsidiary holding company. In the
case of a stock issuance by a subsidiary holding company, the aggregate
amount of outstanding common stock of the association owned or controlled
by persons other than the subsidiary holding company’s mutual holding
company parent at the close of the proposed issuance shall be less
than 50 percent of the subsidiary holding company’s total outstanding
common stock.
(c) Charters
and bylaws for subsidiary holding companies. The charter and
bylaws of a subsidiary holding company shall be in the form set forth
in Appendices B and D, respectively.
