reglab/statecodes huggingface dataset:
Code of Massachusetts Regulations › 209 CMR - DIVISION OF BANKS AND LOAN AGENCIES › Title 209 CMR 33.00 - Conversion By Co-operative Banks And Savings Banks From Mutual To Stock Form › Section 33.04 - Procedural Requirements

Current through Register 1525, July 5, 2024
(1) An applicant
			 desiring to convert in accordance with
			 209 CMR 33.00 shall file an
			 application for approval of the plan of conversion in the form required by the
			 commissioner. Such application shall contain:
(a) A copy of the minutes of the board of
			 trustees or directors meeting authorizing the conversion and approving the plan
			 of conversion with the clerk's attestation. The affirmative vote must be by at
			 least b of all trustees or directors of the applicant;
(b) A copy of the proposed plan of
			 conversion;
(c) A copy of the
			 materials to be forwarded to corporators or shareholders relative to voting on
			 the plan of conversion;
(d) The
			 proposed amended and restated articles of organization and/or charter of the
			 converting bank;
(e) Any
			 information concerning any proposed or actual benefit substantially changing
			 the terms and conditions of compensation, office and employment of a director,
			 trustee, corporator, or officer of an applicant bank which is directly
			 attributable to such conversion or any potential merger, acquisition or
			 purchase within three years subsequent to such conversion. In the case of any
			 such actual benefit, the required information shall apply to all changes in
			 terms and conditions occurring during the twelve months preceding the date of
			 the board meeting authorizing the conversion.
(f) A written summary of all pending
			 litigation to which the applicant is party.
(g) A copy of the confirmation of the
			 continuation of deposit insurance from the state and, if applicable, from the
			 federal deposit insurer.
(h) An
			 estimated budget of conversion expenses including:
1. Legal;
2. Postage and Mailing;
3. Printing;
4. Underwriting;
5. Appraisal;
6. Transfer Agent;
7. Auditing and Accounting;
8. Advertising;
9. Other (specify). (The applicant shall
			 exclude regular officer and employee salaries and wages but shall include
			 overtime, consultant fees and other compensation to be paid exclusively as a
			 result of the conversion).
(i) A copy of the applicant's request for a
			 ruling from the U.S. Internal Revenue Service (and the ruling itself which
			 shall be submitted immediately upon receipt by the applicant) or a written tax
			 opinion from the applicant's counsel, with respect to the federal tax
			 consequences of the conversion.
(j)
			 A copy of the applicant's most recent Community Reinvestment Act
			 Statement.
(k) Any other
			 information which the commissioner may require.
Code of Massachusetts Regulations › 209 CMR - DIVISION OF BANKS AND LOAN AGENCIES › Title 209 CMR 33.00 - Conversion By Co-operative Banks And Savings Banks From Mutual To Stock Form › Section 33.07 - Information Documents

Current through Register 1525, July 5, 2024
(1) Information
			 documents intended to inform corporators of a savings bank, or shareholders of
			 a co-operative bank, previous to the vote on the plan of conversion may not be
			 released until their content and use have been approved by the
			 commissioner.
(2) Information
			 documents must be sent to all eligible voters in order to enable them to make
			 an informed decision.
(3)
(a) No information documents or other
			 communications, written or oral, sent by the bank, its management, or any other
			 person in connection with the meeting to vote on a plan of conversion shall
			 contain any statement which, at the time and in the light of the circumstances
			 under which it is made, is false or misleading with respect to any material
			 fact, or which omits to state any material fact necessary in order to make the
			 statements the re in not false or misleading or omits information necessary to
			 correct any statement in any earlier communication with respect to such meeting
			 which become false or misleading.
(b) The fact that information documents have
			 been filed with or examined by the commissioner and cleared for use shall not
			 be deemed to be a finding by the commissioner that such information documents
			 are accurate or complete or not false or misleading, or that the commissioner
			 has passed upon the merits of or approved any proposal contained therein. No
			 representation contrary to the foregoing shall be made by any person.
(c) If information documents or other
			 communications by management violate any provisions of 209 CMR 33.07, the
			 commissioner may require remedial measures including:
1. Correction of any such violation by means
			 of a retraction and new information documents;
2. Rescheduling of the meeting for a vote on
			 the plan of conversion; and
3. Any
			 other action the commissioner may deem appropriate under the circumstances in
			 order to assure a fair vote.
Code of Massachusetts Regulations › 209 CMR - DIVISION OF BANKS AND LOAN AGENCIES › Title 209 CMR 33.00 - Conversion By Co-operative Banks And Savings Banks From Mutual To Stock Form › Section 33.09 - Conversions in Connection with Other Corporate Changes

Current through Register 1525, July 5, 2024
(1) A bank may convert to stock form,
			 pursuant to
			 209 CMR 33.00, as part of a
			 transaction in which a holding company is organized to acquire upon issuance
			 all of the capital stock of the converted bank. In such a transaction, eligible
			 account holders, and supplemental eligible account holders if applicable, shall
			 receive, without payment, nontransferable rights to purchase the capital stock
			 of the newly formed holding company, in accordance with
			 209 CMR 33.00, in lieu of all
			 the capital stock of the converting bank and all of the shares of the capital
			 stock of the holding company not purchased in the subscription offerings hall
			 be sold in a public offering through an underwriter and/or directly by the
			 holding company in a direct community offering, subject to the applicant
			 demonstrating to the commissioner the feasibility of the method of sale and to
			 such conditions as are provided in the plan of conversion, including, but not
			 limited to those specified in
			 209 CMR
			 33.05(6). The total price at
			 which the capital stock shall be sold shall be based upon an appraisal, as
			 provided for in
			 209 CMR 33.00. Unless clearly
			 inapplicable or waived by the commissioner, all of the requirements of
			 209 CMR 33.01 through
			 33.12
			 shall apply to a conversion under 209 CMR 33.09.
(2) For a period of three years subsequent to
			 a conversion made pursuant to
			 209 CMR 33.00, no converted
			 bank nor any other bank, corporation, person or associate merging with or
			 acquiring more than 10% of the shares of the converted bank shall make any
			 agreements substantially changing any terms or conditions of compensation,
			 office or employment of a converted bank's directors or officers directly
			 attributable to any purchase or acquisition of shares or merger or any proposed
			 purchase or acquisition of shares or proposed merger without the express vote
			 of the holders of more than b of each class of capital stock of the converted
			 bank voting at a meeting called for that purpose or at the annual meeting. 209
			 CMR 33.09 does not prohibit the converted bank from promoting, demoting,
			 transferring or dismissing personnel nor does it include employment contracts,
			 stock options or other employment arrangements or incentives not adopted in
			 connection With the transactions described in the preceding sentence.
Code of Massachusetts Regulations › 209 CMR - DIVISION OF BANKS AND LOAN AGENCIES › Title 209 CMR 33.00 - Conversion By Co-operative Banks And Savings Banks From Mutual To Stock Form › Section 33.11 - Penalties for Violation of any Provision

Current through Register 1525, July 5, 2024
The commissioner shall have the authority to issue, in the
				event of any violation of any of the provisions of
				209 CMR 33.00, remedial
				measures, including:
(a) Limitation of
			 the subscription rights of any person;
(b) Revocation of stock purchases by any
			 person;
(c) Suspension or
			 Cancellation of the conversion; and
(d) Civil penalties of not more than $500 for
			 each day that a violation occurs; and
(e) Any other actions the commissioner may
			 deem appropriate and necessary to assure fairness and equity.
Code of Massachusetts Regulations › 209 CMR - DIVISION OF BANKS AND LOAN AGENCIES › Title 209 CMR 33.00 - Conversion By Co-operative Banks And Savings Banks From Mutual To Stock Form › Section 33.12 - Separability of 209 CMR 33.01 through 33.12

Current through Register 1525, July 5, 2024
If any provision of
				209 CMR 33.01 through
				33.12, or the application of such provisions to any person or circumstance,
				shall be held invalid, the remainder of
				209 CMR 33.00, and the
				application of such provisions to persons or circumstances other than those to
				which it is held invalid, shall not be affected thereby.
Code of Massachusetts Regulations › 209 CMR - DIVISION OF BANKS AND LOAN AGENCIES › Title 209 CMR 33.00 - Conversion By Co-operative Banks And Savings Banks From Mutual To Stock Form › Section 33.13 - Scope

Current through Register 1525, July 5, 2024
The provisions of 209 CMR 33.13 through
				33.20
				(SUPERVISORY STOCK CONVERSIONS) shall govern the supervisory conversion of a
				savings bank or a co-operative bank to a stock form of organization. A
				supervisory stock conversion is a conversion authorized by the commissioner
				pursuant to a plan of conversion adopted by a savings bank or a co-operative
				bank which meets the requirements set forth in
				209 CMR
				33.16. The authorization of a supervisory
				stock conversion shall be in the discretion of the commissioner acting in
				accordance with provisions of
				209 CMR
				33.00.
Code of Massachusetts Regulations › 209 CMR - DIVISION OF BANKS AND LOAN AGENCIES › Title 209 CMR 33.00 - Conversion By Co-operative Banks And Savings Banks From Mutual To Stock Form › Section 33.14 - Supervisory Stock Conversions

Current through Register 1525, July 5, 2024
(1) A
			 supervisory stock conversion is the sale of all of the converting bank's
			 newly-issued capital stock to a third party or parties in a transaction in
			 which the account holders of a savings bank have no subscription rights, the
			 account holders of a co-operative bank have no voting or subscription rights
			 and no liquidation account is established for the benefit of any account
			 holders of a savings or co-operative bank.
(2) The corporate existence of the converted
			 bank shall be a continuation of the converting bank.
Code of Massachusetts Regulations › 209 CMR - DIVISION OF BANKS AND LOAN AGENCIES › Title 209 CMR 33.00 - Conversion By Co-operative Banks And Savings Banks From Mutual To Stock Form › Section 33.15 - Authorization of Supervisory Stock Conversions

Current through Register 1525, July 5, 2024
The commissioner will consider authorizing a supervisory stock
				conversion if an applicant bank files an application containing the information
				and documents specified in
				209 CMR
				33.18 in accordance with the procedures
				specified in
				209 CMR
				33.19 and meets the requirements specified in
				209 CMR
				33.16.
Code of Massachusetts Regulations › 209 CMR - DIVISION OF BANKS AND LOAN AGENCIES › Title 209 CMR 33.00 - Conversion By Co-operative Banks And Savings Banks From Mutual To Stock Form › Section 33.16 - Requirements for Supervisory Stock Conversions

Current through Register 1525, July 5, 2024
Upon the filing of an application by a bank pursuant to
				209 CMR
				33.15, the commissioner may in his discretion
				authorize the supervisory stock conversion of a savings bank or a co-operative
				bank if all of the following requirements are met:
(a) in the judgment of the commissioner the
			 converted bank would be a viable entity under
			 209 CMR
			 33.17,
(b) the commissioner has possession of or
			 certified the bank, under the provisions of Massachusetts General Laws,
			 and
(c) upon liquidation of the
			 bank, the commissioner finds there would be no equity value realizable by the
			 mutual account holders. No application for conversion shall be approved by the
			 commissioner unless he has received such evidence as he may require that the
			 converted bank will have deposit insurance.
Code of Massachusetts Regulations › 209 CMR - DIVISION OF BANKS AND LOAN AGENCIES › Title 209 CMR 33.00 - Conversion By Co-operative Banks And Savings Banks From Mutual To Stock Form › Section 33.17 - Viability of Converted Bank

Current through Register 1525, July 5, 2024
For purposes of
				209 CMR 33.13 through
				33.20,
				a converting bank may be deemed a viable entity if it is determined by the
				commissioner that the net worth of the bank after conversion would be
				reasonably sufficient to absorb projected operating losses for a period of not
				less than three years after the date on which the bank becomes a stock form
				bank under the provisions of
				209 CMR
				33.19(4), without the
				application of financial assistance from Insurer(s). If the proposed conversion
				stock purchaser or purchasers guarantee to maintain the bank's net worth in an
				amount to be determined by the commissioner for a period of not less than three
				years after the effective date of conversion to stock form, the determination
				of the commissioner shall be based upon (i) the projected operating results of
				the bank over the period of the guarantee and (ii) the financial capability of
				the purchaser or purchasers to maintain net worth compliance.
Code of Massachusetts Regulations › 209 CMR - DIVISION OF BANKS AND LOAN AGENCIES › Title 209 CMR 33.00 - Conversion By Co-operative Banks And Savings Banks From Mutual To Stock Form › Section 33.18 - Application for Supervisory Stock Conversions

Current through Register 1525, July 5, 2024
A bank may apply for a supervisory stock conversion pursuant to
				209 CMR 33.13 through
				33.20
				by filing the following information and documents in accordance with the
				procedures specified in
				209 CMR
				33.19:
(1) A copy of the minutes of the board
			 meeting authorizing the conversion with the clerk's attestation. The
			 affirmative vote must be by at least two-thirds of all trustees or directors of
			 the applicant.
(2) A copy of the
			 proposed plan of conversion adopted by the board of the bank. The plan of
			 conversion shall containat a minimum the name and address of the bank; the
			 names and addresses of the proposed purchasers of conversion stock and their
			 relationship to the bank; the title, per-unit par value, number, and per-unit
			 and aggregate offering price of shares of conversion stock to be authorized and
			 issued; the number and percentage of shares of conversion stock to be purchased
			 by each investor; the aggregate number and percentage of shares of conversion
			 stock to be purchased by directors, trustees, corporators, officers and their
			 associates; the form of consideration to be paid for the conversion stock; the
			 bank's capital structure after conversion; and the closing date for the
			 purchase. The plan of conversion shall also contain such other information and
			 provisions as the commissioner may require.
(3) A copy of all supervisory stock
			 conversion agreements between the bank and the proposed conversion stock
			 purchaser(s).
(4) The proposed
			 amended and restated articles of organization and/or charter of the converted
			 bank.
(5) Any information
			 concerning any proposed or actual benefit substantially changing the terms and
			 conditions of compensation, office and employment of a director, trustee,
			 corporator or officer of an applicant bank which is directly attributable to
			 such conversion or any potential merger, acquisition or purchase within three
			 years subsequent to such conversion. In the case of any such actual benefit,
			 the required information shall apply to all changes in terms conditions
			 occurring during the twelve months preceding the date of the board meeting
			 referred to in 209 CMR 33.18(1).
(6) A business plan which shall contain a
			 description of the proposed operating policies of the bank following the
			 conversion, including a statement as to how the conversion proceeds will be
			 used, and a projection of the bank's results of operations for the three years
			 following the date on which the bank becomes a stock form bank under the
			 provisions of
			 209 CMR
			 33.19(4). The bank shall
			 specify the assumptions on which its projections are based.
(7) Any other information which the
			 commissioner may require.
Code of Massachusetts Regulations › 209 CMR - DIVISION OF BANKS AND LOAN AGENCIES › Title 209 CMR 33.00 - Conversion By Co-operative Banks And Savings Banks From Mutual To Stock Form › Section 33.19 - Procedural Requirements

Current through Register 1525, July 5, 2024
(1)
Filing of Supervisory Stock Conversion Application
. A
			 bank seeking to convert pursuant to
			 209 CMR 33.13 through
			 33.20
			 shall file its supervisory stock conversion application containing the
			 information and documents specified in
			 209 CMR
			 33.18 with the commissioner. The application
			 shall be deemed to be filed on the date on which it is determined by the
			 commissioner to be complete. The commissioner may seek other appropriate
			 supervisory solutions to the bank's financial condition pending the filing of a
			 complete application.
(2)
Action by the Commissioner
. If, upon approval of the
			 completed application and the determination that the requirements of
			 209 CMR
			 33.16 are met, the commissioner in his
			 discretion determines to authorize the supervisory stock conversion of the
			 bank, he shall approve the application for conversion, the plan of conversion,
			 including the identity of the proposed purchaser(s), the purchase price, the
			 closing date for the purchase, the other terms of sale and the amended and
			 restated articles of organization and/or charter. After having given the
			 approvals set forth in the preceding sentence, the commissioner shall endorse
			 his approval on the amended and restated articles of organization and/or
			 charter.
(3)
Conditions
			 of Approval.
The commissioner's approval of an application for a
			 supervisory stock conversion will be conditioned on (i) completion of the sale
			 of conversion stock within a maximum of three months after the commissioner
			 approves the application and (ii) satisfaction of any other requirement or
			 condition the commissioner may impose.
(4)
Filing With the Secretary of
			 the Commonwealth
. After the commissioner has taken the action
			 specified in 209 CMR 33.19(2), the bank may file the amended and restated
			 articles of organization and/or charter, endorsed with the approval of the
			 commissioner, with the Secretary of the Commonwealth. If such filing is not
			 made by the bank within 30 days after the date of the commissioner's
			 endorsement, the application for conversion shall become null and void. Upon
			 the filing of such amended and restated articles of organization and/or charter
			 and acceptance of the same by the Secretary of the Commonwealth, the bank shall
			 become a stock form bank.
(5)
Amendment of Plan of Conversion
. After approval by the
			 commissioner, the plan of conversion may not be amended without the written
			 approval of the commissioner in each case.
Code of Massachusetts Regulations › 209 CMR - DIVISION OF BANKS AND LOAN AGENCIES › Title 209 CMR 33.00 - Conversion By Co-operative Banks And Savings Banks From Mutual To Stock Form › Section 33.20 - Applicable Regulations of 209 CMR 33.01 through 33.12

Current through Register 1525, July 5, 2024
Terms used in
				209 CMR 33.13 through 33.20
				which are defined in
				209 CMR 33.02 shall
				have the definitions set forth therein. The provisions of
				209 CMR 33.10 through
				33.12
				shall be applicable to conversions under
				209 CMR 33.13 through
				33.20.
Code of Massachusetts Regulations › 209 CMR - DIVISION OF BANKS AND LOAN AGENCIES › Title 209 CMR 33.00 - Conversion By Co-operative Banks And Savings Banks From Mutual To Stock Form › Section 33.21 - Scope of Subpart C

Current through Register 1525, July 5, 2024
209 CMR 33.21 through
				33.32
				establishes procedures, requirements and options for the reorganization of
				mutual banking institutions into mutual holding companies and the issuance of
				securities by a subsidiary banking institution or subsidiary holding company of
				a mutual holding company under the provisions of M.G.L. c. 167H.
The purpose of 209 CMR 33.21 through
				33.32 is to
				protect and preserve the interests and rights of depositors of a reorganizing
				mutual banking institution or a subsidiary banking institution of a mutual
				holding company or a subsidiary holding company. In the event of a conflict
				between the stock issuance provisions of 209 CMR 33.21 through
				33.32 and the
				standard stock conversion provisions of
				209 CMR 33.01 through
				33.12,
				the latter provisions shall control unless the Commissioner determines that
				depositor interests or the context otherwise requires.
Nothing contained in 209 CMR 33.21 through
				33.32 shall
				limit the ability of the Commissioner to consider other information in
				determining whether or not to approve an application to reorganize or to issue
				such securities.
Code of Massachusetts Regulations › 209 CMR - DIVISION OF BANKS AND LOAN AGENCIES › Title 209 CMR 33.00 - Conversion By Co-operative Banks And Savings Banks From Mutual To Stock Form › Section 33.23 - Mutual Holding Company Reorganizations

Current through Register 1525, July 5, 2024
A mutual banking institution may reorganize to become a mutual
				holding company, or join in a mutual holding company reorganization as an
				acquiree subsidiary banking institution, only upon satisfaction of the
				following conditions:
(1) A
			 Reorganization Plan is approved by a majority of the board of trustees or
			 directors of the reorganizing mutual banking institution and any acquiree
			 subsidiary banking institution;
(2)
			 A Reorganization Plan and Application is filed with the Commissioner and the
			 Commissioner has given written approval of the proposed
			 reorganization;
(3) The
			 Reorganization Plan is submitted to the corporators of the reorganizing
			 subsidiary banking institution and any acquiree subsidiary banking institution
			 which are savings banks and members of the reorganizing subsidiary banking
			 institution and any acquiree subsidiary banking institution which are
			 co-operative banks pursuant to an offering circular or prospectus which
			 substantially conforms to
			 209 CMR 33.04(1)
			  as determined by and approved in advance by
			 the Commissioner. Such reorganization plan shall also be subject to the
			 following approvals:
(a) In the case of a
			 reorganizing mutual savings bank, such Reorganization Plan shall be approved by
			 a majority of the total votes of the corporators and a majority of independent
			 corporators who shall constitute not less than 60% of all corporators, eligible
			 to be cast at the annual meeting or at a special meeting called, in accordance
			 with the mutual banking institution's bylaws; or
(b) In the case of a reorganizing mutual
			 co-operative bank, such Reorganization Plan shall be approved by a majority of
			 its members present and voting in each case at the annual meeting or at a
			 special meeting called, in accordance with the mutual banking institution's
			 bylaws;
Code of Massachusetts Regulations › 209 CMR - DIVISION OF BANKS AND LOAN AGENCIES › Title 209 CMR 33.00 - Conversion By Co-operative Banks And Savings Banks From Mutual To Stock Form › Section 33.24 - Review Standards for Reorganizations

Current through Register 1525, July 5, 2024
(1)
Grounds for Approval of Reorganizations
. The
			 Commissioner may approve a proposed mutual holding company reorganization
			 pursuant to
			 209 CMR 33.21
			 through
			 33.30
			 if:
(a) the formation of the mutual holding
			 company will be fair and not prejudicial to the depositors of the mutual
			 banking institution seeking to reorganize;
(b) the public interest will be served by the
			 formation of the proposed mutual holding company;
(c) approval will not result in unsafe or
			 unsound banking practices;
(d) the
			 financial and management resources of the mutual banking institution seeking to
			 convert are satisfactory; and
(e)
			 the competence, character, and banking experience of the reorganizing mutual
			 banking institution, including its record of compliance with applicable laws
			 and regulations, are satisfactory.
Code of Massachusetts Regulations › 209 CMR - DIVISION OF BANKS AND LOAN AGENCIES › Title 209 CMR 33.00 - Conversion By Co-operative Banks And Savings Banks From Mutual To Stock Form › Section 33.25 - Membership Rights

Current through Register 1525, July 5, 2024
(1)
Depositors of Resulting Subsidiary Banking Institutions, Acquiree
			 Subsidiary Banking Institutions and Banks In Mutual Form When
			 Acquired
. The Articles of Organization or bylaws of a mutual
			 holding company shall:
(a) confer upon
			 existing and future depositors of the resulting subsidiary banking institution
			 the same me mbership right sint he mutual holding company, including
			 liquidation rights in the mutual holding company under M. G.L. c. 167H, §
			 2, as were conferred upon depositors of the reorganizing mutual banking
			 institution as in effect immediately prior to the reorganization;
(b) confer upon existing and future
			 depositors of any acquiree subsidiary banking institution or any bank that is
			 in the mutual form when acquired by the mutual holding company the same
			 membership rights, including liquidation rights under M.G.L. c. 167H § 2,
			 in the mutual holding company as were conferred upon depositors of the acquired
			 subsidiary banking institution immediately prior to acquisition; provided that
			 if the acquired subsidiary banking institution is merged into another
			 subsidiary banking institution from which the mutual holding company draws
			 members, the depositors of the acquired subsidiary banking institution shall
			 receive the same membership rights as the depositors of the subsidiary banking
			 institution into which the acquired subsidiary banking institution is
			 merged.
(c) provide that any Stock
			 Issuance Plan under
			 209
			 CMR 33.27, which is not included as part of a
			 Reorganization Plan, shall require the approval of the corporators of the
			 mutual holding company or members of the subsidiary banking institution or
			 acquiree subsidiary banking institution, subject to the following requirements:
1. In the case of a subsidiary banking
			 institution which is a savings bank, such Stock Issuance Plan shall be approved
			 by a majority of the total votes of its mutual holding company's corporators
			 and a majority of independent corporators who shall constitute not less than
			 60% of all corporators, eligible to be cast at the annual meeting or at a
			 special meeting called, in accordance with the mutual banking institution's
			 bylaws; or
2. In the case of a
			 subsidiary banking institution which is a co-operative bank, such Stock
			 Issuance Plan shall be approved by a majority of its members, present and
			 voting in each case at the annual meeting or at a special meeting called, in
			 accordance with the mutual banking institution's bylaws.
Code of Massachusetts Regulations › 209 CMR - DIVISION OF BANKS AND LOAN AGENCIES › Title 209 CMR 33.00 - Conversion By Co-operative Banks And Savings Banks From Mutual To Stock Form › Section 33.29 - Issuance of Securities to Other than the General Public

Current through Register 1525, July 5, 2024
(1) A subsidiary banking institution may
			 issue securities to other than the general public, as may be approved by the
			 Commissioner. Such issuance of securities shall not be subject to the
			 provisions of
			 209
			 CMR 33.27(2), (3)(b)  and
			 any other provision of
			 209 CMR 33.21
			 through
			 33.31
			 deemed inapplicable by the Commissioner. The Commissioner may provide for such
			 classifications, differentiations, adjustments or distinctions for any class of
			 transactions which the Commissioner deems necessary to carry out the provisions
			 of
			 209 CMR 33.21
			 through
			 33.32. Subject
			 to the Commissioner's approval, the following transactions are authorized:
(a) An issuance of securities in connection
			 with an employee stock option or other employee benefit plan which conforms to
			 applicable provisions of
			 209 CMR
			 33.28;
(b) An issuance to the holders of convertible
			 or other securities of the subsidiary banking institution;
(c) An issuance in connection with a merger,
			 acquisition or reorganization as part of a corporate transaction to be approved
			 by the Commissioner; and
(d) An
			 issuance as part of a private placement of securities with accredited investors
			 as that term is defined in the Securities Act of 1933 as amended, or rules and
			 regulations issued thereunder.
Code of Massachusetts Regulations › 209 CMR - DIVISION OF BANKS AND LOAN AGENCIES › Title 209 CMR 33.00 - Conversion By Co-operative Banks And Savings Banks From Mutual To Stock Form › Section 33.30 - Disposition of Stock and Operating Restrictions

Current through Register 1525, July 5, 2024
(1)
Activities
			 Restrictions
. A mutual holding company and its subsidiary holding
			 company shall only engage in those activities authorized for a mutual holding
			 company pursuant to M.G.L. c.167H and
			 209 CMR 33.21
			 through
			 33.32. A
			 subsidiary holding company shall be subject to the Commissioner's supervision,
			 regulation and examination to the same extent as a mutual holding company under
			 M.G.L. c. 167H and M.G.L. c. 167A.
(2)
Disposition of
			 Stock
. A mutual holding company shall provide written notice to
			 the Commissioner at least 30 days prior to the effective date of any direct or
			 indirect transfer of any of the stock it holds in a subsidiary holding company,
			 a resulting subsidiary banking institution, an acquiree subsidiary banking
			 institution, or any subsidiary banking institution that was in the mutual form
			 when acquired by the mutual holding company, including stock transferred in
			 connection with a pledge pursuant to 209 CMR 33.30(3) or any transfer of all or
			 a substantial portion of the assets or liabilities of any such subsidiary
			 holding company or subsidiary banking institution.
(3)
Pledging stock.
(a) No mutual holding company may pledge the
			 stock of its resulting subsidiary banking institution, an acquiree subsidiary
			 banking institution, or any subsidiary banking institution that was in the
			 mutual form when acquired by the mutual holding company (or its parent mutual
			 holding company), unless the proceeds of the loan secured by the pledge are
			 infused into the subsidiary banking institution whose stock is pledged. No
			 mutual holding company may pledge the stock of its subsidiary holding company
			 unless the proceeds of the loan secured by the pledge are infused into any
			 banking institution subsidiary of the subsidiary holding company that is a
			 resulting subsidiary banking institution, an acquiree subsidiary banking
			 institution, or a subsidiary banking institution that was in the mutual form
			 when acquired by the subsidiary holding company (or its parent mutual holding
			 company). In the event the subsidiary holding company has more than one
			 subsidiary banking institutions, the loan proceeds shall unless otherwise
			 approved by the Commissioner, be infused in equal amounts to each subsidiary
			 banking institution. Any amount of the stock of such subsidiary banking
			 institution or subsidiary holding company may be pledged for these purposes.
			 Nothing in 209 CMR 33.30(3)(a) shall be deemed to prohibit:
1. the payment of dividends from a subsidiary
			 banking institution to its mutual holding company parent to the extent
			 otherwise permissible; or
2. the
			 payment of dividends from a subsidiary holding company to its mutual holding
			 company parent to the extent otherwise permissible; or
Code of Massachusetts Regulations › 209 CMR - DIVISION OF BANKS AND LOAN AGENCIES › Title 209 CMR 33.00 - Conversion By Co-operative Banks And Savings Banks From Mutual To Stock Form › Section 33.31 - Subsidiary Holding Companies

Current through Register 1525, July 5, 2024
(1)
Formation
. A mutual holding company may establish a
			 subsidiary holding company as a direct subsidiary to hold 100% of the stock of
			 its subsidiary banking institution. The formation and operation of the
			 subsidiary holding company may not be utilized as a means to evade or frustrate
			 the purposes of M.G.L. c.167H or
			 209 CMR 33.21
			 through
			 33.32. A
			 subsidiary holding company shall be subject to the Commissioner's supervision,
			 regulation, and examination to the same extent as a mutual holding company
			 under M.G.L. c. 167H and M.G.L. c. 167A. The subsidiary holding company may be
			 established either at the time of the initial mutual holding company
			 reorganization or at a subsequent date, subject to the approval of the
			 Commissioner.
(2)
Stock
			 issuances
.
For purposes of
			 209
			 CMR 33.27 through
			 209 CMR
			 33.29, the subsidiary holding company shall
			 be treated as a subsidiary banking institution issuing stock and shall be
			 subject to the requirements of
			 209
			 CMR 33.27 through
			 33.29.
			 In the case of a stock issuance by a subsidiary holding company, the aggregate
			 amount of outstanding common stock of the subsidiary banking institution owned
			 or controlled by persons other than the subsidiary holding company's mutual
			 holding company parent at the close of the proposed issuance shall be less than
			 50% of the subsidiary holding company's total outstanding common
			 stock.
Code of Massachusetts Regulations › 209 CMR - DIVISION OF BANKS AND LOAN AGENCIES › Title 209 CMR 33.00 - Conversion By Co-operative Banks And Savings Banks From Mutual To Stock Form › Section 33.32 - Scope of Subpart D

Current through Register 1525, July 5, 2024
209 CMR 33.32 through
				33.41
				establish procedures and requirements for the conversion of a mutual holding
				company as defined under
				209 CMR 33.22 into
				stock form. The purpose of this Subpart is to protect and preserve the
				interests and rights of members who are depositors of a resulting subsidiary
				banking institution or acquiree subsidiary banking institution of a converting
				mutual holding company. In the event of a conflict between the conversion
				provisions of 209 CMR 33.32 through
				33.41
				and the provisions of
				209 CMR 33.01 through
				33.12,
				and
				33.21 through
				33.31
				the latter provisions shall control unless the Commissioner determines that
				depositor interests or the context otherwise requires. Nothing contained in 209
				CMR 33.32 through
				33.41
				shall limit the ability of the Commissioner to consider other information in
				determining whether to approve an application to convert a mutual holding
				company to stock form.
Except as the Commissioner may otherwise determine, the
				provisions of this part shall govern the conversion of mutual holding companies
				to holding companies in stock form, and no mutual holding company shall convert
				to the capital stock form without the prior written consent of the
				Commissioner.
Code of Massachusetts Regulations › 209 CMR - DIVISION OF BANKS AND LOAN AGENCIES › Title 209 CMR 33.00 - Conversion By Co-operative Banks And Savings Banks From Mutual To Stock Form › Section 33.33 - Definitions

Current through Register 1525, July 5, 2024
Terms used in
				209 CMR 33.32
				through
				33.41
				which are defined in
				209 CMR 33.02 or
				209 CMR 33.22 shall
				have the definitions set forth therein, unless the context requires otherwise,
				and to the extent such definitions are not inconsistent with the definitions
				contained in this subpart. All other terms used in
				209 CMR 33.32
				through
				33.41,
				shall be defined as follows, unless the context otherwise requires:
Amount
. The term "amount", when used
				in regard to securities, means the principal amount if relating to evidences of
				indebtedness, the number of shares if relating to shares, and the number of
				units if relating to any other kind of security.
Applicant
. An "applicant" is a mutual
				holding company as defined under
				209 CMR 33.22 which
				has applied to convert to stock form pursuant to
				209 CMR 33.32
				through
				33.41.
Capital Stock
. The term "capital
				stock" refers to stock issued by a converting mutual holding company which
				complies with the requirements of
				209 CMR 33.32
				through
				33.41
				and includes any type of equity security permitted under M.G.L. c. 156B.
Eligible account holder
. The term
				eligible account holder means any person holding a qualifying deposit in a
				resulting subsidiary banking institution or an acquiree subsidiary banking
				institution of the converting mutual holding company. This term shall not
				include any holder of stock in a subsidiary banking institution or a subsidiary
				holding company of the converting mutual holding company that does not hold a
				qualifying deposit in a resulting subsidiary banking institution or an acquiree
				subsidiary banking institution of the converting mutual holding
				company.
Code of Massachusetts Regulations › 209 CMR - DIVISION OF BANKS AND LOAN AGENCIES › Title 209 CMR 33.00 - Conversion By Co-operative Banks And Savings Banks From Mutual To Stock Form › Section 33.34 - Mutual Holding Company Conversions To Stock Form

Current through Register 1525, July 5, 2024
A mutual holding company may convert to stock form only upon
				satisfaction of the following conditions:
(1) The Plan of Conversion is approved by the
			 board of trustees or directors of the converting mutual holding
			 company.
(2) The Plan of Conversion
			 is filed with the Commissioner and the Commissioner has given written approval
			 of the proposed conversion.
(3) A
			 Plan of Conversion is approved by the corporators of the mutual holding company
			 or members of its resulting subsidiary banking institution(s) or acquiree
			 subsidiary banking institution(s), pursuant to an offering circular or
			 prospectus which substantially conform to
			 209 CMR 33.04(1)
			  as determined by and approved in advance by
			 the Commissioner, subject to the following requirements:
(a) In the case of a resulting subsidiary
			 banking institution or acquiree subsidiary banking institution which is a
			 savings bank, such Plan of Conversion shall be approved by a majority of the
			 total votes of its mutual holding company's corporators and a majority of
			 independent corporators who shall constitute not less than 60% of all
			 corporators, eligible to be cast at the annual meeting or at a special meeting
			 called, in accordance with the mutual holding company's bylaws; or
(b) In the case of a resulting subsidiary
			 banking institution or acquiree subsidiary banking institution which is a
			 co-operative bank, such Plan of Conversion shall be approved by a majority of
			 its members, present and voting in each case at the annual meeting or at a as
			 pecial meeting called, in accordance with the mutual holding company's
			 bylaws.
Code of Massachusetts Regulations › 209 CMR - DIVISION OF BANKS AND LOAN AGENCIES › Title 209 CMR 33.00 - Conversion By Co-operative Banks And Savings Banks From Mutual To Stock Form › Section 33.35 - Procedural Requirements and Review Standards for Conversions

Current through Register 1525, July 5, 2024
(1)
Procedural
			 Requirements
. An applicant desiring to convert in accordance with
			 209 CMR 33.32
			 through
			 33.41
			 shall file an application for approval of the Plan of Conversion in the form
			 required by the Commissioner pursuant to
			 209 CMR
			 33.23(4)  and
			 209 CMR
			 33.04, unless the context requires otherwise,
			 and to the extent that the provisions of
			 209 CMR
			 33.23(4)  and
			 209 CMR
			 33.04 are not inconsistent with
			 209 CMR
			 33.34. The procedural and substantive
			 requirements of
			 209 CMR 33.01 through
			 33.12,
			 shall apply to all mutual holding company conversions to stock form undertaken
			 pursuant to
			 209 CMR 33.32
			 through
			 33.41,
			 unless inapplicable or inappropriate, as determined by the
			 Commissioner.
(2)
Grounds for Approval of Conversions
. The Commissioner
			 may approve a proposed mutual holding company conversion to stock form pursuant
			 to
			 209 CMR 33.32
			 through
			 33.41
			 if:
(a) the formation of a stock holding
			 company will be fair and not prejudicial to the depositors of all its resulting
			 subsidiary banking institution(s);
(b) the public interest will be served by the
			 proposed conversion of the mutual holding company to stock form;.
(c) approval will not result in unsafe or
			 unsound banking practices;
(d) the
			 financial and management resources of the converting mutual holding company are
			 satisfactory; and
(e) the
			 competence, character, and banking experience of the converting mutual holding
			 company and its resulting subsidiary banking institutions or other bank
			 subsidiaries, including their record of compliance with applicable laws and
			 regulations, are satisfactory.
Code of Massachusetts Regulations › 209 CMR - DIVISION OF BANKS AND LOAN AGENCIES › Title 209 CMR 33.00 - Conversion By Co-operative Banks And Savings Banks From Mutual To Stock Form › Section 33.36 - Contents of Plan of Conversion and Stock Issuance Plans

Current through Register 1525, July 5, 2024
All the provisions of
				209 CMR 33.28(1)
				 and
				209 CMR
				33.05, shall apply to mutual holding company
				conversions to stock form, unless inapplicable or inappropriate, as determined
				by the Commissioner. For these purposes the term "subsidiary banking
				institution" as it appears in
				209 CMR
				33.28(1), and the term
				"converted or converting bank" as it appears in
				209 CMR
				33.05, shall be deemed to refer to the
				converting mutual holding company, unless the context requires otherwise. The
				independent valuation required pursuant to
				209 CMR 33.28(1)
				 shall account for the value of dividends
				waived under
				209 CMR
				33.30(5)  and shall include
				all assets held by the mutual holding company and its
				subsidiaries.
Code of Massachusetts Regulations › 209 CMR - DIVISION OF BANKS AND LOAN AGENCIES › Title 209 CMR 33.00 - Conversion By Co-operative Banks And Savings Banks From Mutual To Stock Form › Section 33.37 - Optional Provisions in Plans of Conversion and Stock Issuance Plans

Current through Register 1525, July 5, 2024
Notwithstanding any other provisions of
				209 CMR 33.32
				through
				33.41,
				the Plan of Conversion and Stock Issuance Plan may provide any or all of the
				optional provisions found in
				209 CMR 33.28(2)
				 and
				209 CMR
				33.06, unless inapplicable or inappropriate,
				as determined by the Commissioner. For these purposes, the term "subsidiary
				banking institution" as it appears in
				209 CMR 33.28(2)
				 and the term "converted or converting bank"
				as it appears in
				209 CMR
				33.06, shall be deemed to refer to the
				converting mutual holding company, unless the context requires
				otherwise.
Code of Massachusetts Regulations › 209 CMR - DIVISION OF BANKS AND LOAN AGENCIES › Title 209 CMR 33.00 - Conversion By Co-operative Banks And Savings Banks From Mutual To Stock Form › Section 33.38 - Information Documents and the Pricing and Sale of Securities

Current through Register 1525, July 5, 2024
All the provisions of
				209
				CMR 33.27 as well as
				209 CMR
				33.07 and
				209 CMR
				33.08, shall apply to mutual holding company
				conversions to stock form pursuant to
				209 CMR 33.32
				through
				33.41,
				unless inapplicable or inappropriate, as determined by the Commissioner. For
				these purposes, the term "converted or converting bank" as it appears in
				209 CMR
				33.08 shall be deemed to refer to the
				converting mutual holding company undertaking the stock issuance, unless the
				context requires otherwise.
Code of Massachusetts Regulations › 209 CMR - DIVISION OF BANKS AND LOAN AGENCIES › Title 209 CMR 33.00 - Conversion By Co-operative Banks And Savings Banks From Mutual To Stock Form › Section 33.39 - Restrictions on Stock Repurchases

Current through Register 1525, July 5, 2024
The provisions of
				209 CMR
				33.30(4)  shall apply to
				mutual holding company conversions to stock form pursuant to
				209 CMR 33.32
				through
				33.41,
				unless inapplicable or inappropriate, as determined by the
				Commissioner.
Code of Massachusetts Regulations › 209 CMR - DIVISION OF BANKS AND LOAN AGENCIES › Title 209 CMR 33.00 - Conversion By Co-operative Banks And Savings Banks From Mutual To Stock Form › Section 33.40 - Conversions in Connection with Other Corporate Changes

Current through Register 1525, July 5, 2024
(1) A mutual holding company may convert to
			 stock form, pursuant to
			 209 CMR 33.32
			 through
			 33.41,
			 as part of a transaction in which a holding company is organized to effect such
			 a conversion.
(2) Any stock issued
			 pursuant to
			 209 CMR 33.21
			 through
			 33.30
			 by a subsidiary banking institution or subsidiary holding company of a mutual
			 holding company to persons other than the parent converting mutual holding
			 company may be exchanged for the stock issued by the parent converting mutual
			 holding company in connection with the conversion of the parent mutual holding
			 company to stock form. The converting mutual holding company and subsidiary
			 holding company or subsidiary banking institution must demonstrate to the
			 satisfaction of the Commissioner that the basis for the exchange is fair and
			 reasonable.
Code of Massachusetts Regulations › 209 CMR - DIVISION OF BANKS AND LOAN AGENCIES › Title 209 CMR 33.00 - Conversion By Co-operative Banks And Savings Banks From Mutual To Stock Form › Section 33.41 - Acquisitions in Connection with Conversions

Current through Register 1525, July 5, 2024
Subject to such terms and conditions the Commissioner may
				require, a mutual holding company fully converting to stock form pursuant to
				209 CMR 33.32
				through 209 CMR 33.41, may, as part of the conversion or in a subsequent
				transaction, acquire all of the capital stock of a bank holding company or a
				stock form bank; provided that such acquisition shall not be the functional
				equivalent of a merger conversion under M.G.L. c. 168, § 34E or M.G.L. c.
				170, § 26E, or an attempt to evade or circumvent such statutes or any
				future regulations promulgated thereunder. An acquisition will be deemed to be
				the functional equivalent of a merger conversion if the acquired bank holding
				company or stock form bank, or its officers, directors or principal
				stockholders, control the combined entity. Any evasion or circumvention of 209
				CMR 33.41 shall constitute grounds for the imposition of sanctions and
				penalties authorized by
				209 CMR
				33.11.