Current through Register 1531, September 27, 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.
(3)
Grounds for Disapproval of
Conversions. The Commissioner may disapprove a proposed mutual
holding company conversion pursuant to
209 CMR 33.32
through
33.41
if:
(a) disapproval is necessary to prevent
unsafe and unsound practices;
(b)
the financial or managerial resources of the converting mutual holding company
or any of its resulting subsidiary banking institution(s) or other bank
subsidiaries warrants disapproval;
(c) the proposed capitalization of the
converting mutual holding company fails to meet the requirements of
209 CMR 33.32
through
33.41;
(d) a stock issuance is proposed in
connection with the conversion pursuant to
209 CMR 33.32
through
33.41
that fails to meet the standards established therein;
(e) the converting mutual holding company or
any of its resulting subsidiary banking institutions or other bank subsidiaries
fails to furnish the information required to be included in the Plan of
Conversion or Application or any other information requested by the
Commissioner in connection with the proposed conversion; or
(f) the proposed conversion would violate any
provision of law.
(4)
Capitalization.
(a)
The Commissioner shall disapprove a proposal by a mutual holding company to
convert to stock form and thereby capitalize a stock holding company in an
amount in excess of a nominal amount if immediately following the conversion,
or shortly thereafter subject to the Commissioner's approval any or all of its
resulting subsidiary banking institutions or other bank subsidiaries would fail
to be "adequately capitalized" as defined under 12 CFR Part 325, unless
otherwise modified by the Commissioner.
(b) Proposals by mutual holding companies
intending to convert to stock form shall also comply with any applicable
statutes, regulations or policies of the Commissioner governing capital
distributions by subsidiary banking institutions in effect at the time of the
conversion. (Approval of a Plan of Conversion by the Commissioner pursuant to
209 CMR 33.32
through
33.41
shall also be deemed to constitute Commissioner approval under any regulation
or policy of the Commissioner governing capital distributions by subsidiary
banking institutions, subject to any conditions imposed by the
Commissioner.)
(5)
Presumptive Disqualifiers.
(a)
Managerial
resources The factors specified in
12 CFR
§ 574.7(g)(1)(i) through
(g)(1)(vi) shall give rise to a rebuttable
presumption that the managerial resources test of 209 CMR 33.35(2)(d) is not
met. For this purpose, each place the term "acquir or" appears in
12 CFR
§ 574.7(g)(1)(i) through
(g)(1)(vi), it shall be read to mean the
converting mutual holding company or any of its resulting or acquiree
subsidiary banking institutions, and the reference in
12 CFR
§ 574.7(g)(1)(v) to
filings shall be deemed to include filings under either applicable
Massachusetts law or
209 CMR 33.00
et
seq.
References to the terms "Office of Thrift Supervision" or
"Office" in
12 CFR
§ 574.7(g)(1)(i) through
(g)(1)(vi) shall be read to mean the
Commissioner or Board of Bank Incorporation if the context so requires.
(b)
Safety and
soundness and financial resources Failure by a converting mutual
holding company to submit a business plan in connection with a Plan of
Conversion, or submission of a business plan that projects activities that are
inconsistent with community credit needs and the public interest, or that fails
to demonstrate that the capital of the converting mutual holding company will
be deployed in a safe and sound manner, shall give rise to a rebuttable
presumption that the safety and soundness and financial resources tests of 209
CMR 33.35(3)(a) and (3)(b) are not met.
