12 CFR 225.41 - Transactions requiring prior notice.
(a)Prior notice requirement. Any person acting directly or indirectly, or through or in concert with one or more persons, shall give the Board 60 days' written notice, as specified in § 225.43 of this subpart, before acquiring control of a state member bank or bank holding company, unless the acquisition is exempt under § 225.42.
(b)Definitions. For purposes of this subpart:
(1)Acquisition includes a purchase, assignment, transfer, or pledge of voting securities, or an increase in percentage ownership of a state member bank or a bank holding company resulting from a redemption of voting securities.
(2)Acting in concert includes knowing participation in a joint activity or parallel action towards a common goal of acquiring control of a state member bank or bank holding company whether or not pursuant to an express agreement.
(3)Immediate family includes a person's father, mother, stepfather, stepmother, brother, sister, stepbrother, stepsister, son, daughter, stepson, stepdaughter, grandparent, grandson, granddaughter, father-in-law, mother-in-law, brother-in-law, sister-in-law, son-in-law, daughter-in-law, the spouse of any of the foregoing, and the person's spouse.
(c)Acquisitions requiring prior notice -
(1)Acquisition of control. The acquisition of voting securities of a state member bank or bank holding company constitutes the acquisition of control under the BankControl Act, requiring prior notice to the Board, if, immediately after the transaction, the acquiring person (or persons acting in concert) will own, control, or hold with power to vote 25 percent or more of any class of voting securities of the institution.
(2)Rebuttable presumption of control. The Board presumes that an acquisition of voting securities of a state member bank or bank holding company constitutes the acquisition of control under the BankControl Act, requiring prior notice to the Board, if, immediately after the transaction, the acquiring person (or persons acting in concert) will own, control, or hold with power to vote 10 percent or more of any class of voting securities of the institution, and if:
(i) The institution has registered securities under section 12 of the Securities Exchange Act of 1934 (15 U.S.C. 78l); or
1 If two or more persons, not acting in concert, each propose to acquire simultaneously equal percentages of 10 percent or more of a class of voting securities of the state member bank or bank holding company, each person must file prior notice to the Board.
(1) A company and any controllingshareholder, partner, trustee, or management official of the company, if both the company and the person own voting securities of the state member bank or bank holding company;
(3) Companies under common control;
(4)Persons that are parties to any agreement, contract, understanding, relationship, or other arrangement, whether written or otherwise, regarding the acquisition, voting, or transfer of control of voting securities of a state member bank or bank holding company, other than through a revocable proxy as described in § 225.42(a)(5) of this subpart;
(5)Persons that have made, or propose to make, a joint filing under sections 13 or 14 of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78n), and the rules promulgated thereunder by the Securities and Exchange Commission; and
(e)Acquisitions of loans in default. The Board presumes an acquisition of a loan in default that is secured by voting securities of a state member bank or bank holding company to be an acquisition of the underlying securities for purposes of this section.
(f)Other transactions. Transactions other than those set forth in paragraph (c) of this section resulting in a person's control of less than 25 percent of a class of voting securities of a state member bank or bank holding company are not deemed by the Board to constitute control for purposes of the BankControl Act.
(g)Rebuttal of presumptions. Prior notice to the Board is not required for any acquisition of voting securities under the presumption of control set forth in this section, if the Board finds that the acquisition will not result in control. The Board shall afford any person seeking to rebut a presumption in this section an opportunity to present views in writing or, if appropriate, orally before its designated representatives at an informal conference.
Title 12 published on 2015-12-05
The following are ALL rules, proposed rules, and notices (chronologically) published in the Federal Register relating to 12 CFR Part 225 after this date.
- 12 CFR 252.22 — Risk Committee Requirement for Publicly Traded Bank Holding Companies With Total Consolidated Assets of $10 Billion or More.
- 12 CFR 252.155 — Risk-Management and Risk-Committee Requirements for Foreign Banking Organizations With Combined U.S. Assets of $50 Billion or More.
- 12 CFR 225.42 — Transactions Not Requiring Prior Notice.
- 12 CFR 225.43 — Procedures for Filing, Processing, Publishing, and Acting on Notices.
- 12 CFR 225.14 — Expedited Action for Certain Bank Acquisitions by Well-Run Bank Holding Companies.
- 12 CFR 252.33 — Risk-Management and Risk Committee Requirements.
- 12 CFR 265.11 — Functions Delegated to Federal Reserve Banks.
- 12 CFR 225.44 — Reporting of Stock Loans.
Title 12 published on 2015-12-05.
The following are only the Rules published in the Federal Register after the published date of Title 12.
For a complete list of all Rules, Proposed Rules, and Notices view the Rulemaking tab.