(a) Conversion.
(1) Generally. A mutual holding company may convert to the stock form in accordance
with the rules and regulations set forth in subpart E of this part.
(2) Exchange of subsidiary
savings association or subsidiary holding company stock. Any stock
issued by a subsidiary savings association, or by a subsidiary holding
company pursuant to section 239.24, of a mutual holding company to
persons other than the parent mutual holding company may be exchanged
for the stock issued by the successor to parent mutual holding company
in connection with the conversion of the parent mutual holding company
to stock form. The parent mutual holding company and the subsidiary
holding company must demonstrate to the satisfaction of the Board
that the basis for the exchange is fair and reasonable.
(3) If a subsidiary holding
company or subsidiary savings association has issued shares to an
entity other than the mutual holding company, the conversion of the
mutual holding company to stock form may not be consummated unless
a majority of the shares issued to entities other than the mutual
holding company vote in favor of the conversion. This requirement
applies in addition to any otherwise required account holder or shareholder
votes.
(b) Involuntary
liquidation.
(1) The Board may file a petition with
the federal bankruptcy courts requesting the liquidation of a mutual
holding company pursuant to 12 U.S.C. 1467a(o)(9) and title 11, United
States Code, upon the occurrence of any of the following events:
(i) The default of the resulting association, any acquiree association,
or any subsidiary savings association of the mutual holding company
that was in the mutual form when acquired by the mutual holding
company;
(ii) The default of the parent mutual
holding company or its subsidiary holding company; or
(iii) Foreclosure on any
pledge by the mutual holding company of subsidiary savings association
stock or subsidiary holding company stock.
(2) Except as provided in
paragraph (b)(3) of this section, the net proceeds of any liquidation
of any mutual holding company shall be transferred to the members
of the mutual holding company and, if applicable, the stock holders
of the subsidiary holding company in accordance with the charter of
the mutual holding company and, if applicable, the charter of the
subsidiary holding company.
(3) If the FDIC incurs a loss as a result
of the default of any subsidiary savings association of a mutual holding
company and that mutual holding company is liquidated pursuant to
paragraph (b)(1) of this section, the FDIC shall succeed to the membership
interests of the depositors of such savings association in the mutual
holding company to the extent of the FDIC’s loss.
(c) Voluntary liquidation. The provisions of section 239.16 shall apply to mutual holding companies.
