(a) Proxies and proxy statements.
(1) Solicitation
of proxies. The provisions of sections 239.56 and 239.57(a) through
(d) and (f) through (h) shall apply to all solicitations of proxies
by any person in connection with any membership vote required by this
part. Proxy materials must be in the form specified by the Board and
contain the information specified in sections 239.57(b) and 239.57(d),
to the extent such information is relevant to the action that members
are being asked to approve, with such additions, deletions, and other
modifications as are required under this part, or as are necessary
or appropriate under the disclosure standard set forth in section
239.57(f). File proxies and proxy statements in accordance with section
239.55(c) and address them to the appropriate Reserve Bank. For purposes
of this paragraph, the term conversion, as it appears in the
provisions of part subpart E of this part, refers to the reorganization,
the stock issuance, or other corporate action, as appropriate.
(2) Additional proxy disclosure requirements. In addition to the requirements in paragraph (a) of this section,
all proxies requesting accountholder approval of a mutual holding
company reorganization shall address in detail:
(i) The
reasons for the reorganization, including the relative advantages
and disadvantages of undertaking the transaction proposed instead
of a standard conversion;
(ii) Whether management believes the
reorganization is in the best interests of the association and its
accountholders and the basis of that belief;
(iii) The fiduciary duties owed to accountholders
by the association’s officers and directors and why the reorganization
is in accord with those duties and is otherwise equitable to the accountholders
and the association;
(iv) Any compensation agreements that will be entered into by management
in connection with the reorganization; and
(v) Whether the mutual holding company
intends to waive dividends, the implications to accountholders, and
the reasons such waivers are consistent with the fiduciary duties
of the directors of the mutual holding company.
(3) Nonconforming minority stock issuances. Subsidiary holding companies
proposing non-conforming minority stock issuances pursuant to section
239.24(c)(6)(ii) must include in the proxy materials to accountholders
seeking approval of a proposed reorganization an additional disclosure
statement that serves as a cover sheet that clearly addresses:
(i) The consequences to accountholders of voting to approve a reorganization
in which their subscription rights are prioritized differently and
potentially eliminated; and
(ii) Any intent by the mutual holding
company to waive dividends, and the implications to accountholders.
(4) Use of “running” proxies. Unless otherwise
prohibited, a mutual holding company may make use of any proxy conferring
general authority to vote on any and all matters at any meeting of
members, provided that the member granting such proxy has been furnished
a proxy statement regarding the matters and the member does not grant
a later-dated proxy to vote at the meeting at which the matter will
be considered or attend such meeting and vote in person, and further
provided that “running” proxies or similar proxies may not be used
to vote for a mutual holding company reorganization, mutual-to-stock
conversion undertaken by a mutual holding company, dividend waiver,
or any other material transaction. Subject to the limitations set
forth in this paragraph, any proxy conferring on the board of directors
or officers of a mutual savings association general authority to cast
a member’s votes on any and all matters presented to the members shall
be deemed to cover the member’s votes as a member of the mutual holding
company and such authority shall be conferred on the board of directors
or officers of a mutual holding company.
(b) Applications under this part. Except
as provided in paragraph (c) of this section, any application, notice
or certification required to be filed with the Board under this part
must be filed in accordance with section 238.14 of this chapter. The
Board will review any filing made under this part in accordance with
section 238.14 of this chapter.
(c) Reorganization Notices and stock issuance applications.
(1) Contents. Each Reorganization Notice submitted to the appropriate
Reserve Bank pursuant to section 239.3(a) and each application for
approval of the issuance of stock submitted to the appropriate Reserve
Bank pursuant to section 239.24(a) shall be in the form and contain
the information specified by the Board.
(2) Filing instructions. Any Reorganization Notice submitted under section 239.3(a) must
be filed in accordance with section 238.14 of this chapter. Any stock
issuance application submitted pursuant to section 239.24(a) shall
be filed in accordance with section 239.55.
(3) Public notice,
public comment, and meetings. Mutual holding company reorganizations
are subject to applicable public notice, public comment, and meeting
requirements under the Bank Merger Act regulations at section 238.11(e)
of this chapter and the Savings and Loan Holding Company Act regulations
at section 238.14 of this chapter.
(d) Amendments. Any mutual holding company
may amend any notice or application submitted pursuant to this part
or file additional information with respect thereto upon request of
the Board or upon the mutual holding company’s own initiative.
(e) Time-frames. All
Reorganization Notices and applications filed pursuant to this part
must be processed in accordance with the processing procedures at
section 238.14 of this chapter. Any related approvals requested in
connection with Reorganization Notices or applications for approval
of stock issuances (including, without limitation, requests for approval
to transfer assets to resulting associations, to acquire acquiree
associations, and to organize resulting associations or interim associations,
and requests for approval of charters, bylaws, and stock forms) shall
be processed pursuant to the procedures specified in this section
in conjunction with the Reorganization Notice or stock issuance application
to which they pertain, rather than pursuant to any inconsistent procedures
specified elsewhere in this chapter. The approval standards for all
such related applications, however, shall remain unchanged. The review
by the Board of any materials used in connection with the issuance
of stock under section 239.24 must not be subject to the applications
processing time-frames set forth in sections 238.14(f) and (g) of
this chapter.
(f) Disclosure. The rules governing disclosure
of any notice or application submitted pursuant to this part, or any
public comment submitted pursuant to paragraph (c) of this section,
shall be the same as set forth in section 238.14(b) of this chapter
for notices, applications, and public comments filed under section
238.14 of this chapter.
(g) Appeals. Any party aggrieved by a final
action by the Board which approves or disapproves any application
or notice pursuant to this part may obtain review of such action in
accordance with 12 U.S.C. 1467a(j).
(h) Federal preemption. This part preempts
state law with regard to the creation and regulation of mutual holding
companies.
