Louisiana Administrative Code › Title 10 - FINANCIAL INSTITUTIONS, CONSUMER CREDIT, INVESTMENT SECURITIES AND UCC › Part VII - Savings Banks › Chapter 5 - Mutual Holding Company Reorganizations › Section VII-511 - Contents of Reorganization Plans

Current through Register Vol. 50, No. 6, June 20, 2024
A.
				Each reorganization plan shall contain a complete description of all
				significant terms of the proposed reorganization, and shall include or provide
				all of the following:
1. any stock issuance
				plan proposed in connection with the reorganization plan;
2. an opinion of counsel or a ruling from the
				Internal Revenue Service as to the tax treatment of the proposed
				reorganization;
3. the proposed
				articles of incorporation and bylaws of: the reorganizing association, the
				resulting savings bank, the mutual holding company, and any acquires savings
				bank indicating that such acquires will be in the stock form;
4. a description of the method of
				reorganization;
5. that upon
				consummation of the reorganization, substantially all of the assets and
				liabilities, including all deposit accounts of the reorganizing savings bank,
				shall be transferred to the resulting savings bank, which shall immediately
				become an operating savings bank subsidiary of the mutual holding
				company;
6. that all assets,
				rights, obligations and liabilities of whatever nature of the reorganizing
				savings bank that are not expressly retained by the mutual holding company
				shall be deemed transferred to the resulting savings bank;
7. that each holder of a deposit account in
				the reorganizing savings bank or any acquires savings bank immediately prior to
				the reorganization shall, upon consummation of the reorganization, receive
				without payment, an identical deposit account in the resulting savings bank or
				the acquires savings bank, or as appropriate if savings banks are being
				merged;
8. that a proxy that may be
				cast on behalf of a mutual savings bank member may be cast on behalf of a
				mutual holding company member until the proxy is revoked or superseded pursuant
				to the articles and bylaws of the institution;
9. that the reorganization plan adopted by
				the boards of directors of the reorganizing savings bank and any acquires
				savings bank may be:
a. amended by those
				boards of directors as a result of any regulator's comments prior to any
				solicitation of proxies from the members by the board of directors of the
				reorganizing savings bank and any acquires savings bank to vote on the
				reorganization plan and at any later time with the consent of the commissioner;
				and/or
b. terminated by the board
				of directors of the reorganizing savings bank or any acquires savings bank at
				any time prior to the meeting of the members called to consider the
				reorganization plan and at any later time with the consent of the
				commissioner;
10. that
				the reorganization plan shall be terminated if not completed within a specified
				period of time which shall be not more than 12 months from the date the savings
				bank members approve the plan, unless extended up to an additional 12 months
				with the prior written approval of the commissioner for good cause
				shown;
11. a statement, in
				approximate amounts, of the categories of expenses to be incurred in connection
				with the reorganization, which shall be reasonable; and
12. such additional information as the
				commissioner directs.