reglab/statecodes huggingface dataset:
Connecticut Administrative Code › Title 36a - The Banking Law of Connecticut › 136 - Conversion of Mutual Connecticut Banks to Capital Stock Connecticut Banks › Section 36a-136-6 - Notice to depositors

Current through July 10, 2024
(a)
(1) The converting institution shall promptly
			 notify its depositors that its governing board adopted a plan of conversion and
			 that a copy of the plan is available for the depositors' inspection in the
			 converting institution's main office and branches. The converting institution
			 shall mail a letter to each depositor or publish a notice in the local
			 newspaper in each local community where the converting institution has a branch
			 office. The converting institution may also issue a press release.
(2) The commissioner may require notification
			 broader than that required under subdivision (1) of this subsection, if
			 necessary, to ensure adequate notice to the depositors.
Connecticut Administrative Code › Title 36a - The Banking Law of Connecticut › 136 - Conversion of Mutual Connecticut Banks to Capital Stock Connecticut Banks › Section 36a-136-7 - Amendment of plan of conversion of a mutual savings and loan association

Current through July 10, 2024
A converting mutual savings and loan association may amend the
				plan of conversion before it solicits proxies. After soliciting proxies, such
				converting institution may amend the plan of conversion only with the approval
				of the commissioner.
Connecticut Administrative Code › Title 36a - The Banking Law of Connecticut › 136 - Conversion of Mutual Connecticut Banks to Capital Stock Connecticut Banks › Section 36a-136-8 - Filing requirements

Current through July 10, 2024
(a) The converting
			 institution shall file an original and three copies of the conversion
			 application using the "Application for Conversion from a Mutual to a Stock
			 Institution" that may be obtained from the department or the department's
			 website. The conversion application shall include the following:
(1) The plan of conversion;
(2) An appraisal that meets the requirements
			 of subsection (b) of section
			 36a-136-12
			 of the Regulations of Connecticut State Agencies;
(3) In the case of a converting mutual
			 savings and loan association, proxy solicitation materials required under
			 section
			 36a-136-14
			 of the Regulations of Connecticut State Agencies, including:
(A) A preliminary proxy statement with signed
			 financial statements;
(B) a form
			 of proxy that meets the requirements of subsection (b) of section
			 36a-136-14
			 of the Regulations of Connecticut State Agencies; and
(C) any additional proxy solicitation
			 materials, including press releases, personal solicitation instructions, radio
			 or television scripts that the converting institution plans to use or furnish
			 to the depositors and a legal opinion indicating that any marketing materials
			 used or furnished comply with all applicable securities laws;
(4) An offering circular that
			 includes any material provisions of Connecticut law applicable to the
			 conversion;
(5) The documents and
			 information required by the "Application for Conversion from a Mutual to a
			 Stock Institution". The proposed certificate of incorporation shall include a
			 provision requiring the converted institution to establish and maintain a
			 liquidation account for eligible account holders and supplemental eligible
			 account holders pursuant to section
			 36a-136-37 of
			 the Regulations of Connecticut State Agencies;
(6) Written consents, signed and dated, of
			 any accountant, attorney, investment banker, appraiser or other professional
			 who prepared, reviewed, passed upon or certified any statement, report or
			 valuation for use;
(7) The business
			 plan, submitted as a separately bound, confidential exhibit under section
			 36a-136-9
			 of the Regulations of Connecticut State Agencies;
(8) The proposed charter and bylaws, or trust
			 agreement, of any charitable organization to which the converted institution
			 will make a contribution under section
			 36a-136-44;
			 and
(9) Any additional information
			 the commissioner requires.
Connecticut Administrative Code › Title 36a - The Banking Law of Connecticut › 136 - Conversion of Mutual Connecticut Banks to Capital Stock Connecticut Banks › Section 36a-136-9 - Confidentiality of conversion application

Current through July 10, 2024
The converting institution may request the commissioner to keep
				portions of the conversion application confidential. The converting institution
				shall separately bind and clearly designate such portions as "confidential" and
				provide a written statement specifying the grounds supporting the request for
				confidentiality. The commissioner may keep such portions of the conversion
				application confidential to the extent permitted by law.
Connecticut Administrative Code › Title 36a - The Banking Law of Connecticut › 136 - Conversion of Mutual Connecticut Banks to Capital Stock Connecticut Banks › Section 36a-136-10 - Amendment of conversion application

Current through July 10, 2024
To amend the conversion application, the converting institution
				shall (1) file an amendment with an appropriate facing sheet, (2) number each
				amendment consecutively, (3) respond to all issues raised by the commissioner,
				and (4) demonstrate that the amendment conforms to section
				36a-136
				of the Connecticut General Statutes and all applicable
				regulations.
Connecticut Administrative Code › Title 36a - The Banking Law of Connecticut › 136 - Conversion of Mutual Connecticut Banks to Capital Stock Connecticut Banks › Section 36a-136-11 - Notice of filing of application and comment process

Current through July 10, 2024
(a) The converting institution shall publish
			 a notice of the conversion that includes the following:
(1) The institution's name and
			 address;
(2) The type of
			 application;
(3) A statement that
			 the nonconfidential portions of the application are on file at the department
			 and are available for public inspection during regular business
			 hours;
(4) A statement indicating
			 that any person may submit written comments to the commissioner not later than
			 thirty calendar days after the date of publication of the notice; and
(5) The address of the department.
Connecticut Administrative Code › Title 36a - The Banking Law of Connecticut › 136 - Conversion of Mutual Connecticut Banks to Capital Stock Connecticut Banks › Section 36a-136-12 - Actions by commissioner on conversion application

Current through July 10, 2024
(a)
			 The commissioner may approve the conversion only if the commissioner makes the
			 determinations required by subsection (l) of section
			 36a-136
			 of the Connecticut General Statutes, provided a plan of conversion that is fair
			 to depositors shall at a minimum:
(1) Give
			 priority to depositors to purchase stock of the converting institution in
			 accordance with section
			 36a-136-18
			 of the Regulations of Connecticut State Agencies;
(2) Provide for a qualifying deposit as
			 defined in subdivision (26) of section
			 36a-136-1 of the
			 Regulations of Connecticut State Agencies;
(3) Provide for an eligibility record date as
			 defined in subdivision (14) of section
			 36a-136-1 of the
			 Regulations of Connecticut State Agencies and a supplemental eligibility record
			 date as defined in subdivision (33) of section
			 36a-136-1 of the
			 Regulations of Connecticut State Agencies;
(4) Provide that the insurable accounts and
			 deposits of the converted institution shall be insured by the Federal Deposit
			 Insurance Corporation; and
(5)
			 Provide that each eligible account holder and supplemental eligible account
			 holder of the converting institution shall receive, without payment, a
			 withdrawable deposit account or accounts in the converted institution equal in
			 withdrawable amount to the withdrawal value of such eligible account holder's
			 or supplemental eligible account holder's deposit account or accounts in the
			 converting institution.
Connecticut Administrative Code › Title 36a - The Banking Law of Connecticut › 136 - Conversion of Mutual Connecticut Banks to Capital Stock Connecticut Banks › Section 36a-136-13 - Vote by depositors of a converting mutual savings and loan association

Current through July 10, 2024
In the case of a converting institution that is a mutual
				savings and loan association:
(a)
			 After the commissioner approves the plan of conversion, the converting
			 institution shall submit the plan of conversion to its depositors for approval.
			 The converting institution shall obtain this approval at a special
			 meeting.
(b) The plan of conversion
			 shall require the approval of not less than fifty-one per cent of the votes
			 cast by the depositors at the special meeting.
(c) Depositors may vote in person or by
			 proxy. The converting institution shall determine depositors' eligibility to
			 vote by setting a voting record date that is not more than sixty days or less
			 than twenty days before the special meeting.
(d) The converting institution shall notify
			 its depositors of the meeting to consider the conversion by sending them a
			 proxy statement authorized by the commissioner twenty to forty-five days before
			 the meeting. In the case of an account held in a fiduciary capacity, the
			 converting institution shall also notify each beneficial holder of such account
			 if the name and address of the beneficial holder is disclosed on the converting
			 institution's records.
(e) Promptly
			 after the depositors' meeting, the converting institution shall file the
			 following information with the commissioner:
(1) A certified copy of each adopted
			 resolution on the conversion;
(2)
			 the total votes eligible to be cast;
(3) the total votes represented in person or
			 by proxy;
(4) the total votes cast
			 in favor of and against each matter;
(5) the percentage of votes necessary to
			 approve each matter; and
(6) an
			 opinion of counsel that the converting institution conducted the depositors'
			 meeting in compliance with all applicable state or federal laws and
			 regulations.
Connecticut Administrative Code › Title 36a - The Banking Law of Connecticut › 136 - Conversion of Mutual Connecticut Banks to Capital Stock Connecticut Banks › Section 36a-136-14 - Proxy solicitation for vote of depositors of a mutual savings and loan association

Current through July 10, 2024
(a) A converting
			 mutual savings and loan association shall comply with the provisions of this
			 section. Any depositor who provides proxy solicitation material to depositors
			 for the meeting to vote on the conversion also shall comply with the provisions
			 of this section, except where:
(1) The
			 depositor solicits fifty people or fewer and does not solicit proxies on behalf
			 of the converting institution; or
(2) the depositor solicits proxies through
			 newspaper advertisements after the converting institution's governing board
			 adopts the plan of conversion. Any newspaper advertisements may include only
			 the following information:
(A) The converting
			 institution's name;
(B) the reason
			 for the advertisement;
(C) the
			 proposal or proposals to be voted upon;
(D) where a depositor may obtain a copy of
			 the proxy solicitation material; and
(E) a request for depositors to vote at the
			 meeting.
Connecticut Administrative Code › Title 36a - The Banking Law of Connecticut › 136 - Conversion of Mutual Connecticut Banks to Capital Stock Connecticut Banks › Section 36a-136-15 - Filing of offering circular

Current through July 10, 2024
(a) The converting
			 institution shall prepare and file its offering circular with the commissioner
			 in compliance with section
			 36a-136-8 of
			 the Regulations of Connecticut State Agencies.
(b) In the case of a mutual savings and loan
			 association, the stock offering shall be conditioned upon depositor approval of
			 the plan of conversion.
(c) The
			 commissioner shall review the offering circular and may comment on the included
			 disclosures and financial statements.
(d) The converting institution shall file
			 with the commissioner four copies of each pre-effective offering circular,
			 final offering circular and any post-effective amendment to the final offering
			 circular.
(e) The commissioner
			 shall not approve the adequacy or accuracy of the offering circular or the
			 disclosures.
(f) After the
			 converting institution satisfactorily addresses the commissioner's concerns, it
			 shall request the commissioner to declare the offering circular effective for a
			 time period. The time period shall not exceed the maximum time period for the
			 completion of the sale of all of the shares under section
			 36a-136-33
			 of the Regulations of Connecticut State Agencies.
Connecticut Administrative Code › Title 36a - The Banking Law of Connecticut › 136 - Conversion of Mutual Connecticut Banks to Capital Stock Connecticut Banks › Section 36a-136-16 - Distribution of offering circular

Current through July 10, 2024
(a) A mutual
			 savings and loan association may distribute a preliminary offering circular at
			 the same time as or after it mails the proxy statement to its
			 depositors.
(b) A converting
			 institution shall not distribute an offering circular until the commissioner
			 declares it effective.
(c) The
			 offering circular shall be distributed not later than ten days after the
			 commissioner declares it effective to persons listed in the plan of
			 conversion.
Connecticut Administrative Code › Title 36a - The Banking Law of Connecticut › 136 - Conversion of Mutual Connecticut Banks to Capital Stock Connecticut Banks › Section 36a-136-17 - Filing of post-effective amendment to the offering circular

Current through July 10, 2024
(a) The converting institution shall file a
			 post-effective amendment to the offering circular with the commissioner when a
			 material event or change of circumstance occurs.
(b) After the commissioner declares the
			 post-effective amendment effective, the converting institution shall
			 immediately deliver the amendment to each person who subscribed for or ordered
			 shares in the offering.
(c) The
			 post-effective amendment shall indicate that each person may increase, decrease
			 or rescind such person's subscription or order.
(d) The post-effective offering period shall
			 remain open no less than ten days nor more than twenty days from the effective
			 date of the amendment, unless the commissioner approves a longer rescission
			 period.
Connecticut Administrative Code › Title 36a - The Banking Law of Connecticut › 136 - Conversion of Mutual Connecticut Banks to Capital Stock Connecticut Banks › Section 36a-136-18 - Purchase priority and timing of offer to sell conversion shares

Current through July 10, 2024
(a) The converting institution shall offer to
			 sell its shares in the following order:
(1)
			 Eligible account holders,
(2)
			 tax-qualified employee stock ownership plans,
(3) supplemental eligible account holders,
(4) other depositors who have
			 subscription rights, and
(5) the
			 community, the community and the general public or the general
			 public.
Connecticut Administrative Code › Title 36a - The Banking Law of Connecticut › 136 - Conversion of Mutual Connecticut Banks to Capital Stock Connecticut Banks › Section 36a-136-19 - Pricing of conversion shares

Current through July 10, 2024
(a) The converting
			 institution shall sell its conversion shares at a uniform price per share and
			 at a total price that is equal to the estimated pro forma market value of the
			 shares after it converts.
(b) The
			 maximum price shall be no more than fifteen per cent above the midpoint of the
			 estimated price range in the offering circular.
(c) The minimum price shall be no more than
			 fifteen per cent below the midpoint of the estimated price range in the
			 offering circular.
(d) If the
			 commissioner permits, the maximum price of conversion shares sold may be
			 increased. The maximum price, as adjusted, shall be no more than fifteen per
			 cent above the maximum price computed under subsection (b) of this
			 section.
(e) The maximum price
			 shall be between five dollars and fifty dollars per share.
(f) The estimated price shall be included in
			 any preliminary offering circular.
Connecticut Administrative Code › Title 36a - The Banking Law of Connecticut › 136 - Conversion of Mutual Connecticut Banks to Capital Stock Connecticut Banks › Section 36a-136-20 - Sale of conversion shares

Current through July 10, 2024
(a) The converting
			 institution shall sell its conversion shares in a subscription offering. It
			 shall distribute order forms to all eligible account holders, supplemental
			 eligible account holders and other depositors with subscriptions rights to
			 enable them to subscribe for the conversion shares they are permitted under the
			 plan of conversion. The converting institution may either send the order forms
			 with the offering circular or after it distributes the offering
			 circular.
(b) The converting
			 institution may sell its conversion shares in a community offering, a public
			 offering or both. It may begin the community offering, the public offering or
			 both at any time during the subscription offering or upon conclusion of the
			 subscription offering.
(c) The
			 converting institution may pay underwriting commissions, including underwriting
			 discounts, if prior to the payment of such commissions, it obtains a letter of
			 no objection from the commissioner. The converting institution may reimburse an
			 underwriter for accountable expenses in a subscription offering if the public
			 offering is limited. If no public offering occurs, the converting institution
			 may pay an underwriter a consulting fee if prior to the payment of such fee it
			 obtains a letter of no objection from the commissioner.
(d) If the community offering, the public
			 offering or both are conducted at the same time as the subscription offering,
			 the converting institution shall fill all subscription orders first.
(e) The order form shall be prepared in
			 compliance with this section and the form of the "Order Form for Conversion
			 Shares" which can be obtained on the department's website.
Connecticut Administrative Code › Title 36a - The Banking Law of Connecticut › 136 - Conversion of Mutual Connecticut Banks to Capital Stock Connecticut Banks › Section 36a-136-21 - Prohibited sales practices

Current through July 10, 2024
(a) In connection
			 with offers, sales or purchases of conversion shares, the converting
			 institution and its directors, officers, agents or employees shall not engage
			 in any activity prohibited by section
			 36b-4
			 of the Connecticut General Statutes.
(b) During the conversion, no person may:
(1) Transfer or enter into any agreement or
			 understanding to transfer the legal or beneficial ownership of subscription
			 rights for the conversion shares or the underlying securities to the account of
			 another;
(2) Make any offer or any
			 announcement of an offer to purchase any conversion shares from anyone but the
			 converting institution; or
(3)
			 Knowingly acquire more than the maximum purchase allowable under the plan of
			 conversion.
Connecticut Administrative Code › Title 36a - The Banking Law of Connecticut › 136 - Conversion of Mutual Connecticut Banks to Capital Stock Connecticut Banks › Section 36a-136-22 - Payment for conversion shares by subscribers

Current through July 10, 2024
(a) A
			 subscriber may purchase conversion shares with cash, by a withdrawal from a
			 savings account or a withdrawal from a certificate of deposit. If a subscriber
			 purchases shares by a withdrawal from a certificate of deposit, the converting
			 institution shall not assess a penalty for the withdrawal.
(b) The converting institution shall not
			 extend credit to any person to purchase the conversion shares.
Connecticut Administrative Code › Title 36a - The Banking Law of Connecticut › 136 - Conversion of Mutual Connecticut Banks to Capital Stock Connecticut Banks › Section 36a-136-23 - Payment of interest on payments for conversion shares

Current through July 10, 2024
(a) The converting institution shall pay
			 interest from the date it receives a payment for conversion shares until the
			 date the conversion is completed or terminated. Interest shall be paid at no
			 less than the passbook rate for amounts paid in cash, check or money
			 order.
(b) If a subscriber
			 withdraws money from a savings account to purchase conversion shares, the
			 converting institution shall pay interest on the payment until the conversion
			 is completed or terminated as if the withdrawn amount remained in the
			 account.
(c) If a depositor fails
			 to maintain the applicable minimum balance requirement because he or she
			 withdraws money from a certificate of deposit to purchase conversion shares,
			 the converting institution may cancel the certificate and pay interest at no
			 less than the passbook rate on any remaining balance.
Connecticut Administrative Code › Title 36a - The Banking Law of Connecticut › 136 - Conversion of Mutual Connecticut Banks to Capital Stock Connecticut Banks › Section 36a-136-24 - Subscription rights of eligible account holders and supplemental eligible account holders

Current through July 10, 2024
(a) The converting
			 institution shall give each eligible account holder subscription rights to
			 purchase conversion shares in an amount equal to the greater of:
(1) The maximum purchase limitation
			 established for the community offering or the public offering under section
			 36a-136-32
			 of the Regulations of Connecticut State Agencies;
(2) One-tenth of one per cent of the total
			 stock offering; or
(3) Fifteen
			 times the following number: The total number of conversion shares that will be
			 issued multiplied by a fraction whose numerator is the total qualifying deposit
			 of the eligible account holder and denominator is the total qualifying deposits
			 of all eligible account holders. The product of this multiplied fraction shall
			 be rounded to the next whole number.
Connecticut Administrative Code › Title 36a - The Banking Law of Connecticut › 136 - Conversion of Mutual Connecticut Banks to Capital Stock Connecticut Banks › Section 36a-136-25 - Officers and directors and their associates as eligible account holders

Current through July 10, 2024
Officers and directors of the converting institution and their
				associates may be eligible account holders, provided if an officer or director
				or his or her associate receives subscription rights based on increased
				deposits in the year before the eligibility record date, the converting
				institution shall subordinate subscription rights for such deposits to
				subscription rights exercised by other eligible account
				holders.
Connecticut Administrative Code › Title 36a - The Banking Law of Connecticut › 136 - Conversion of Mutual Connecticut Banks to Capital Stock Connecticut Banks › Section 36a-136-26 - Purchase of conversion shares by other depositors of a mutual savings and loan association

Current through July 10, 2024
(a) A converting
			 institution that is a savings and loan association shall give rights to
			 purchase the conversion shares to depositors who are neither eligible account
			 holders nor supplemental eligible account holders. Such depositors shall be
			 allocated purchase rights that are equal to the greater of:
(1) The maximum purchase limitation
			 established for the community offering and the public offering under section
			 36a-136-32
			 of the Regulations of Connecticut State Agencies; or
(2) One-tenth of one per cent of the total
			 stock offering.
Connecticut Administrative Code › Title 36a - The Banking Law of Connecticut › 136 - Conversion of Mutual Connecticut Banks to Capital Stock Connecticut Banks › Section 36a-136-27 - Limitations on the aggregate purchases of conversion shares by officers, directors and their associates

Current through July 10, 2024
(a) Officers and
			 directors of the converting institution and their associates shall not
			 purchase, in the aggregate, more than the following percentage of the total
			 stock offering in the conversion:
Officer, director and associate
Institution
						  size
purchases (per
						  cent)
$50,000,000 or less
35
$50,000,001-100,000,000
34
$100,000,001-150,000,000
33
$150,000,001-200,000,000
32
$200,000,001-250,000,000
31
$250,000,001-300,000,000
30
$300,000,001-350,000,000
29
$350,000,001-400,000,000
28
$400,000,001-450,000,000
27
$450,000,001-500,000,000
26
Over $500,000,000
25
(b)
			 The purchase limitations in this section shall not apply to shares held in
			 tax-qualified employee stock benefit plans that are attributable to the
			 officers, directors and their associates.
Connecticut Administrative Code › Title 36a - The Banking Law of Connecticut › 136 - Conversion of Mutual Connecticut Banks to Capital Stock Connecticut Banks › Section 36a-136-28 - Allocation of conversion shares if shares are oversubscribed

Current through July 10, 2024
(a) If the conversion shares are
			 oversubscribed by the eligible account holders, the converting institution
			 shall allocate shares among the eligible account holders so that each, to the
			 extent possible, may purchase one hundred shares.
(b) If the conversion shares are
			 oversubscribed by the supplemental eligible account holders, the converting
			 institution shall allocate shares among the supplemental eligible account
			 holders so that each, to the extent possible, may purchase one hundred
			 shares.
(c) If a person is an
			 eligible account holder and a supplemental eligible account holder, the
			 converting institution shall include the eligible account holder's allocation
			 in determining the number of conversion shares that it may allocate to the
			 person as a supplemental eligible account holder.
(d) For conversion shares that are not
			 allocated under subsections (a) and (b) of this section, the converting
			 institution shall allocate the shares among the eligible or supplemental
			 eligible account holders equitably, based on the amounts of qualifying
			 deposits. The method of allocation shall be described in the plan of
			 conversion.
(e) In the case of a
			 mutual savings and loan association, if shares remain after the allocation of
			 shares as provided in subsections (a) and (b) of this section, and if
			 depositors who are neither eligible account holders nor supplemental account
			 holders oversubscribe, the converting institution shall allocate the conversion
			 shares among such depositors equitably. The method of allocation shall be
			 described in the plan of conversion.
Connecticut Administrative Code › Title 36a - The Banking Law of Connecticut › 136 - Conversion of Mutual Connecticut Banks to Capital Stock Connecticut Banks › Section 36a-126-29 - Purchase of conversion shares by employee stock ownership plan

Current through July 10, 2024
(a) The converting institution's
			 tax-qualified employee stock ownership plan may purchase up to ten per cent of
			 the total offering of the conversion shares.
(b) If the commissioner approves a revised
			 stock valuation range as described in subsection (d) of section
			 36a-136-19
			 of the Regulations of Connecticut State Agencies, and the final conversion
			 stock valuation range exceeds the former maximum stock offering range, the
			 converting institution may allocate conversion shares to the tax-qualified
			 employee stock ownership plan up to the ten per cent limit in subsection (a) of
			 this section.
(c) If the
			 tax-qualified employee stock ownership plan is not able to or chooses not to
			 purchase stock in the offering, it may, with prior approval of the commissioner
			 and appropriate disclosure in the offering circular, purchase stock in the open
			 market or purchase authorized but unissued conversion shares.
(d) The converting institution may include
			 stock contributed to a charitable organization in the conversion in the
			 calculation of the total offering of conversion shares under subsections (a)
			 and (b) of this section, unless the commissioner objects on supervisory
			 grounds.
Connecticut Administrative Code › Title 36a - The Banking Law of Connecticut › 136 - Conversion of Mutual Connecticut Banks to Capital Stock Connecticut Banks › Section 36a-136-30 - Imposition of purchase limitations by the converting institution

Current through July 10, 2024
(a) The converting institution may limit the
			 number of shares that any person, group of associated persons or persons
			 otherwise acting in concert may subscribe to between one per cent and five per
			 cent of the total stock sold.
(b)
			 If the converting institution sets a limit of five per cent under subsection
			 (a) of this section, it may modify that limit with the commissioner's approval
			 to provide that any person, group of associated persons or persons otherwise
			 acting in concert subscribing for five per cent, may purchase between five and
			 ten per cent as long as the aggregate amount that the subscribers purchase does
			 not exceed ten per cent of the total stock offering.
(c) The converting institution may require
			 persons exercising subscription rights to purchase a minimum number of
			 conversion shares. The minimum number of shares shall equal the lesser of the
			 number of shares obtained by a five hundred dollar subscription or twenty-five
			 shares.
(d) In setting purchase
			 limitations under this section, the converting institution shall not aggregate
			 conversion shares attributed to a person in its tax-qualified employee stock
			 ownership plan with shares purchased directly by, or otherwise attributable to,
			 that person.
Connecticut Administrative Code › Title 36a - The Banking Law of Connecticut › 136 - Conversion of Mutual Connecticut Banks to Capital Stock Connecticut Banks › Section 36a-136-31 - Purchase preference for persons in the local community

Current through July 10, 2024
(a) In its subscription offering, the
			 converting institution may give purchase preference to eligible account
			 holders, supplemental eligible account holders and, in the case of a mutual
			 savings and loan association, other depositors residing in its local
			 community.
(b) In its community
			 offering, the converting institution shall give a purchase preference to
			 natural persons residing in its local community.
Connecticut Administrative Code › Title 36a - The Banking Law of Connecticut › 136 - Conversion of Mutual Connecticut Banks to Capital Stock Connecticut Banks › Section 36a-136-32 - Other conditions applicable to the offering of conversion shares in a community offering, a public offering or both

Current through July 10, 2024
(a)
			 The converting institution shall offer and sell its stock to achieve a
			 widespread distribution of the stock.
(b) If the converting institution offers
			 shares in a community offering, a public offering or both, the converting
			 institution shall first fill orders for its stock up to a maximum of two per
			 cent of the conversion stock on a basis that will promote a widespread
			 distribution of stock. Any remaining shares shall be allocated on an equal
			 number of shares per order basis until all orders are filled.
Connecticut Administrative Code › Title 36a - The Banking Law of Connecticut › 136 - Conversion of Mutual Connecticut Banks to Capital Stock Connecticut Banks › Section 36a-136-33 - Completion of sale of stock

Current through July 10, 2024
(a) All sales of
			 stock shall be completed not later than forty-five calendar days after the last
			 day of the subscription period, unless the offering is extended under
			 subsection (b) of this section.
(b)
			 Upon written request by the converting institution, the commissioner may grant
			 extensions of time to sell the shares. The commissioner shall not grant any
			 single extension for more than ninety days. If the commissioner grants such
			 request, the converting institution shall provide a post-effective amendment to
			 the offering circular under section
			 36a-136-17
			 of the Regulations of Connecticut State Agencies to each person who subscribed
			 for or ordered stock. The amendment shall indicate that the commissioner
			 extended the offering period and that each person who subscribed for or ordered
			 stock may increase, decrease or rescind such person's subscription or order
			 within the time remaining in the extension period.
Connecticut Administrative Code › Title 36a - The Banking Law of Connecticut › 136 - Conversion of Mutual Connecticut Banks to Capital Stock Connecticut Banks › Section 36a-136-34 - Completion of conversion

Current through July 10, 2024
(a) The plan of
			 conversion shall set a date by which the conversion shall be completed. This
			 date shall not be more than twenty-four months from the date that the governing
			 board or, in the case of a mutual savings and loan association, the depositors
			 approve the plan of conversion. The date, once set, shall not be extended by
			 the converting institution without the approval of the commissioner.
(b) The conversion shall be deemed complete
			 on the date that the converting institution accepts the offers for the
			 stock.
(c) Promptly after
			 completion of the conversion, the converting institution shall submit an
			 opinion of counsel that it complied with all laws applicable to the
			 conversion.
Connecticut Administrative Code › Title 36a - The Banking Law of Connecticut › 136 - Conversion of Mutual Connecticut Banks to Capital Stock Connecticut Banks › Section 36a-136-35 - Termination of the conversion

Current through July 10, 2024
The governing board of the converting institution may terminate
				the conversion at any time, provided in the case of a mutual savings and loan
				association:
(1) The depositors may
			 terminate the conversion by failing to approve the conversion at the
			 depositors' meeting,
(2) the
			 converting institution may terminate the conversion before the depositors'
			 meeting, or
(3) the converting
			 institution may terminate the conversion after the depositors' meeting only if
			 the commissioner concurs.
Connecticut Administrative Code › Title 36a - The Banking Law of Connecticut › 136 - Conversion of Mutual Connecticut Banks to Capital Stock Connecticut Banks › Section 36a-136-36 - Rights of depositors of the converted institution

Current through July 10, 2024
(a) Each depositor shall have, without
			 payment, a withdrawable deposit account or accounts in the same amount and
			 under the same terms and conditions as their accounts before the
			 conversion.
(b) The converted
			 institution shall provide a liquidation account for each eligible account
			 holder and supplemental eligible account holder under section
			 36a-136-37 of
			 the Regulations of Connecticut State Agencies.
Connecticut Administrative Code › Title 36a - The Banking Law of Connecticut › 136 - Conversion of Mutual Connecticut Banks to Capital Stock Connecticut Banks › Section 36a-136-37 - Liquidation account

Current through July 10, 2024
(a) At the time of
			 conversion, the converting institution shall establish a liquidation account.
			 The initial balance of the liquidation account shall be the net worth of the
			 converting institution in the statement of financial condition included in the
			 final offering circular. The liquidation account shall be maintained for a
			 period of ten years subsequent to the conversion. The liquidation account shall
			 not affect the converted institution's net worth. The converting institution
			 shall maintain a sub-account to reflect the interest of each eligible account
			 holder or supplemental eligible account holder. Eligible account holders or
			 supplemental eligible account holders do not retain any voting rights based on
			 their liquidation sub-accounts.
(b)
			 If there is a complete liquidation of a converted bank not later than ten years
			 subsequent to the conversion, the converted institution shall give a
			 liquidation distribution to those eligible account holders and supplemental
			 eligible account holders who hold qualifying deposit accounts from the time of
			 conversion until liquidation. A merger, consolidation or similar combination or
			 transaction with another depository institution is not a liquidation. If the
			 converting institution is involved in such a transaction, the surviving
			 institution shall assume the liquidation account.
(c) The converting institution shall not
			 record the liquidation account in its financial statements and shall disclose
			 the liquidation account in the footnotes to the financial statements.
(d)
(1) The
			 converting institution shall determine the initial sub-account balance for a
			 qualifying deposit account held by an eligible account holder by multiplying
			 the initial balance of the liquidation account by the following fraction: The
			 numerator is the qualifying deposit in the qualifying deposit account expressed
			 in dollars on the eligibility record date. The denominator is total qualifying
			 deposits of all eligible account holders on that date.
(2) The converting institution shall
			 determine the initial sub-account balance for a qualifying deposit account held
			 by a supplemental eligible account holder by multiplying the initial balance of
			 the liquidation account by the following fraction: The numerator is the
			 qualifying deposit in the qualifying deposit account expressed in dollars on
			 the supplemental eligibility record date. The denominator is the total
			 qualifying deposits of all supplemental eligible account holders on that
			 date.
(3) If an account holder
			 holds a qualifying deposit account on the eligibility record date and a
			 separate qualifying deposit account on the supplemental eligibility record
			 date, the converting institution shall compute separate sub-accounts for the
			 qualifying deposits in the qualifying deposit account on each record
			 date.
Connecticut Administrative Code › Title 36a - The Banking Law of Connecticut › 136 - Conversion of Mutual Connecticut Banks to Capital Stock Connecticut Banks › Section 36a-136-39 - Restrictions on trading of shares by directors, officers and their associates

Current through July 10, 2024
(a) Directors and
			 officers who purchase conversion shares shall not sell the shares for one year
			 after the date of purchase, except that the successor in interest of a deceased
			 officer or director may sell the shares. The converting institution shall
			 include notice of such restriction on each certificate of stock that a director
			 or officer purchases during the conversion or receives in connection with a
			 stock dividend, stock split or otherwise with respect to such restricted
			 shares. The converting institution shall instruct its stock transfer agent
			 about the transfer restrictions in this section.
(b) For three years after the conversion,
			 officers, directors and their associates may purchase the converted
			 institution's stock only from a broker-dealer registered under the Connecticut
			 Uniform Securities Act, except that officers, directors and their associates
			 may engage in a negotiated transaction involving more than one per cent of
			 outstanding stock and may purchase stock through any of the converted
			 institution's management or employee stock benefit plans.
Connecticut Administrative Code › Title 36a - The Banking Law of Connecticut › 136 - Conversion of Mutual Connecticut Banks to Capital Stock Connecticut Banks › Section 36a-136-40 - Repurchase of shares after conversion

Current through July 10, 2024
(a) A converted
			 institution shall not repurchase its shares if:
(A) The repurchase will reduce its regulatory
			 capital below the amount required for the liquidation account under section
			 36a-136-37 of
			 the Regulations of Connecticut State Agencies; or
(B) the repurchase violates section
			 36a-111
			 of the Connecticut General Statutes or any other statute, regulation or
			 agreement with or condition imposed by any regulator.
Connecticut Administrative Code › Title 36a - The Banking Law of Connecticut › 136 - Conversion of Mutual Connecticut Banks to Capital Stock Connecticut Banks › Section 36a-136-41 - Declaration or payments of dividends after conversion

Current through July 10, 2024
The converting institution may declare or pay a dividend on its
				shares after the conversion if:
(1)
			 The dividend will not reduce its regulatory capital below the amount required
			 for the liquidation account under section
			 36a-136-37 of
			 the Regulations of Connecticut State Agencies;
(2) It complies with the requirements of
			 section
			 36a-110 of the
			 Connecticut General Statutes; and
(3) It does not return any capital, other
			 than ordinary dividends, to purchasers during the term of the business plan
			 submitted with the conversion.
Connecticut Administrative Code › Title 36a - The Banking Law of Connecticut › 136 - Conversion of Mutual Connecticut Banks to Capital Stock Connecticut Banks › Section 36a-136-42 - Acquisition of shares after conversion

Current through July 10, 2024
(a) For three
			 years after the conversion or such longer period as provided in the certificate
			 of incorporation or plan of conversion, no person may, directly or indirectly,
			 acquire or offer to acquire the beneficial ownership of more than ten per cent
			 of any class of the equity securities of the converted institution without the
			 commissioner's prior written approval. If a person violates this prohibition,
			 the converted institution shall not permit the person to vote shares in excess
			 of ten per cent and shall not count the shares in excess of ten per cent in any
			 shareholder vote.
(b) A person
			 acquires beneficial ownership of more than ten per cent of a class of shares
			 when such person holds any combination of stock or revocable or irrevocable
			 proxies under circumstances that give rise to a conclusive control
			 determination under
			 12 CFR
			 574.4(a) or a rebuttable
			 control determination under
			 12 CFR
			 574.4(b). The commissioner
			 will presume that a person has acquired shares if such person entered into a
			 binding written agreement for the transfer of shares. For purposes of this
			 section, an offer is made when it is communicated. An offer does not include
			 non-binding expressions of understanding or letters of intent regarding the
			 terms of a potential acquisition.
(c) Notwithstanding the restrictions in this
			 section:
(1) Subsections (a) and (b) of this
			 section do not apply to any offer with a view toward public resale made solely
			 and exclusively to the converted institution, the underwriters or a selling
			 group acting on the converted institution's behalf;
(2) Unless the commissioner objects in
			 writing, any person may offer or announce an offer to acquire up to one per
			 cent of any class of shares. In computing the one per cent limit, the person
			 shall include all of such person's acquisitions of the same class of shares
			 during the prior twelve months;
(3)
			 A corporation whose ownership is or will be substantially the same as the
			 converted institution's ownership may acquire or offer to acquire more than ten
			 per cent of the common stock if it makes the offer or acquisition more than one
			 year after the conversion; and
(4)
			 One or more of the converted institution's tax-qualified employee stock benefit
			 plans may acquire the shares if the plan or plans do not beneficially own more
			 than twenty-five per cent of any class of the shares in the
			 aggregate.
Connecticut Administrative Code › Title 36a - The Banking Law of Connecticut › 136 - Conversion of Mutual Connecticut Banks to Capital Stock Connecticut Banks › Section 36a-136-43 - Other requirements after conversion

Current through July 10, 2024
After the conversion, the converted institution shall:
(a) Promptly register its shares under the
			 Securities Exchange Act of 1934,
			 15
			 USC 78a et seq., and shall not deregister the
			 shares for three years.
(b)
			 Encourage and assist a market maker to establish and to maintain a market for
			 the shares. A market maker for a security is a dealer who:
(1) Regularly publishes bona fide competitive
			 bid and offer quotations for the security in a recognized inter-dealer
			 quotation system;
(2) Furnishes
			 bona fide competitive bid and offer quotations for the security on request;
			 or
(3) May effect transactions for
			 the security in reasonable quantities at quoted prices with other brokers or
			 dealers.
Connecticut Administrative Code › Title 36a - The Banking Law of Connecticut › 136 - Conversion of Mutual Connecticut Banks to Capital Stock Connecticut Banks › Section 36a-136-44 - Donation of conversion shares or conversion proceeds to a charitable organization

Current through July 10, 2024
(a) The converted
			 institution may contribute some of its conversion shares or proceeds to a
			 charitable organization if:
(1) The plan of
			 conversion provides for the proposed contribution;
(2) In the case of a converting mutual
			 savings and loan association, the depositors separately approve the proposed
			 contribution by at least a majority of the total eligible votes at the meeting
			 to consider the conversion; and
(3)
			 The Internal Revenue Service either has approved or approves not later than two
			 years after formation the charitable organization as a tax-exempt charitable
			 organization under the Internal Revenue Code.
Connecticut Administrative Code › Title 36a - The Banking Law of Connecticut › 136 - Conversion of Mutual Connecticut Banks to Capital Stock Connecticut Banks › Section 36a-136-45 - Formation of a holding company as part of the conversion

Current through July 10, 2024
The converting institution may convert to stock form as part of
				a transaction where it organizes a holding company to acquire all of its shares
				upon their issuance. In such a transaction, the holding company shall offer
				rights to purchase its shares instead of the converting institution's shares.
				Unless clearly inapplicable, all of the requirements of sections
				36a-136-1 to
				36a-136-46,
				inclusive, of the Regulations of Connecticut State Agencies shall apply to the
				holding company as they apply to the converting institution.
Connecticut Administrative Code › Title 36a - The Banking Law of Connecticut › 136 - Conversion of Mutual Connecticut Banks to Capital Stock Connecticut Banks › Section 36a-136-46 - Acquisition of another insured capital stock bank as part of the conversion

Current through July 10, 2024
When the converting institution converts to stock form, it may
				acquire for cash or stock another insured depository institution that is
				already in the stock form of ownership.
Connecticut Administrative Code › Title 36a - The Banking Law of Connecticut › 136 - Conversion of Mutual Connecticut Banks to Capital Stock Connecticut Banks › Section 36a-136-47 - Merger with an existing insured capital stock bank as part of the conversion

Current through July 10, 2024
A converting institution may convert to stock form by merging
				with an existing insured capital stock bank as part of a transaction in which
				the equity securities of the existing insured capital stock bank or the
				converting institution are issued. In such a transaction in which the existing
				insured capital stock bank is the surviving institution, the eligible account
				holders and supplemental eligible account holders of the converting institution
				shall receive, without payment, nontransferable rights in accordance with
				section
				36a-136-24
				of the Regulations of Connecticut State Agencies to purchase the capital stock
				of the surviving institution in lieu of capital stock of the converting
				institution. Unless clearly inapplicable, all of the requirements of sections
				36a-136-1 to
				36a-136-48,
				inclusive, of the Regulations of Connecticut State Agencies shall apply to a
				conversion under this section.