Louisiana Administrative Code › Title 10 - FINANCIAL INSTITUTIONS, CONSUMER CREDIT, INVESTMENT SECURITIES AND UCC › Part VII - Savings Banks › Chapter 3 - Conversions › Section VII-311 - Prohibited Stock Transfers, Offers, and Post-Conversion Acquisition Limit; Stock Options and Insider Benefits

Current through Register Vol. 50, No. 6, June 20, 2024
A.
				Prohibited Transfers. Except as provided in Paragraph D.1, 2 or 5 of this
				Section, prior to the completion of a conversion, no person shall transfer or
				receive, or enter into any agreement to transfer or receive, the legal or
				beneficial ownership of conversion subscription rights, or the underlying
				securities, to or from another. Violations of this Subsection may void the
				person's subscription rights.
B.
				Prohibition of Offers and Certain Acquisitions. Except as provided in Paragraph
				D.1, 2 or 5, prior to the completion of a conversion, no person shall offer, or
				announce an offer, for any security of the converting savings bank issued in
				connection with the conversion nor shall any person knowingly acquire
				securities of the converted savings bank issued in connection with the
				conversion in excess of the maximum purchase limitations established in the
				applicant's plan of conversion and allowed by this rule.
C. Limitation on Acquisitions of Stock for
				Three to Five Years Following Conversion
1.
				Except as provided in Subsection D, for (specify number of years from three to
				five) following the date of the completion of the conversion, no person shall,
				directly or indirectly, offer to acquire or acquire the beneficial ownership of
				more than 10 percent of any class of an equity security of a savings bank
				converted under this rule without the prior written approval of the
				commissioner. When any person violates this Paragraph, the securities
				beneficially owned by such person in excess of 10 percent shall not be counted
				as shares entitled to vote and shall not be voted by any person or counted as
				voting shares in any matter submitted to the stockholders for a vote. Shares
				held by one or more tax-qualified employee stock benefit plans and attributed
				to a person shall not be aggregated with shares purchased directly by or
				otherwise attributable to that person. Shares held by non-tax-qualified
				employee benefit or similar plans shall be so aggregated. The limitations
				discussed in this Paragraph shall be contained in the plan of conversion and in
				the articles of incorporation of the converting institution.
2. A conversion shall be deemed complete on
				the date all of the conversion stock was sold.
3. An acquisition of shares shall be presumed
				to have been made if the acquirer entered into a binding written agreement for
				the transfer of shares. An offer shall be deemed made when
				communicated.
4. The commissioner
				may deny an application involving an offer or acquisition of any security or
				proxies to vote securities of a converted savings bank submitted under this
				Subsection C if the proposed acquisition:
a.
				would frustrate the purposes of this rule;
b. would be manipulative or
				deceptive;
c. would subvert the
				fairness of the conversion;
d.
				would be likely to result in injury to the savings bank;
e. would not be consistent with economical
				home financing;
f. would otherwise
				violate a law or rule; or
g. would
				not contribute to the prudent deployment of the savings bank's conversion
				proceeds.
5. Pursuant to
				R.S. 6:1237,
				any person acting directly or indirectly or through or in concert with one or
				more persons, shall give the commissioner 60 days written notice of intent to
				acquire control of 10 percent or more of a savings bank or savings bank
				affiliate.