Savings Institutions: Mergers, Acquisitions and Conversions

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by Julie L. Williams

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Savings Institutions: Mergers, Acquisitions and Conversions brings you thorough and up-to-date explanations of subjects including: thrift mergers and acquisitions; preemption of state laws; application of the Community Reinvestment Act to insurance companies; anti-affiliation laws; Internet banking; issues affecting banks and bank holding companies affiliated with savings institutions; changes brought about by recent federal legislation; prompt corrective action provisions of the Federal Deposit Insurance Act; Office of Thrift Supervision (OTS) policies regarding executive compensation; regulation of transactions with affiliates and insiders; the Qualified Thrift Lender test; allocation of responsibilities and enforcement powers among federal regulators including the OTS; nationwide branching by federal thrifts; permissible activities of state-chartered thrifts; capital standards required for acquisitions and mergers; and mutual to stock conversions and the unique mutual holding company structure. It also includes coverage of electronic operations of savings institutions.

Book #00607; looseleaf, one volume, 1,254 pages; published in 1988, updated as needed; no additional charge for updates during your subscription. Looseleaf print subscribers receive supplements. The online edition is updated automatically. ISBN: 978-1-58852-046-3

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  • Availability: Available
  • Brand: Law Journal Press
  • Product Type: Books
  • Edition: 0
  • Page Count: 1254
  • ISBN: 978-1-58852-046-3
  • Pub#/SKU#: 607
  • Volume(s): 1

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  • Julie L. Williams
Julie L. Williams was Deputy Comptroller and Chief Counsel of the Office of the Comptroller of the Currency with responsibilities for legislation and regulatory matters.  Her responsibilities also included a comprehensive review of all regulations of the O.C.C. and the O.C.C.'s Bank Organization and Structure Division. A Graduate of Goddard College and the Antioch School of Law, she also has experience as a private practitioner and as an attorney with the Federal Home Loan Bank Board and the Office of Thrift Supervision.  In addition, she is a prolific author and lecturer.

Introduction and Overview

§ 1.01 Climate for the Savings Institutions Industry
§ 1.02 Evolution of the Savings Institution Industry
[1] Beginnings of the Industry
[2] Contemporary Savings Institutions
§ 1.03 Federal Regulatory Framework for Savings Institutions
[1] Federal Home Loan Bank Act of 1932
[2] Home Owners’ Loan Act of 1933
[3] National Housing Act of 1934
[4] Financial Institutions Reform, Recovery and Enforcement Act of 1989
[5] Economic Growth and Regulatory Paperwork Reduction Act of 1996
[6] Gramm-Leach-Bliley Act of 1999
[7] USA PATRIOT Act of 2001
[8] Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010
[9] Economic Growth, Regulatory Relief, and Consumer Protection Act of 2018

The Savings and Loan Holding Company Act

§ 2.01 History of Savings and Loan Holding Company Legislation
[1] Background: The Rationale Underlying Holding Company Regulation
[2] Spence Act of 1959
[3] Savings and Loan Holding Company Amendments of 1967
[4] Competitive Equality Banking Act of 1987
[5] Financial Institutions Reform, Recovery and Enforcement Act of 1989
[6] Gramm-Leach-Bliley Act of 1999
[7] Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010
[8] Federal Reserve Supervision of Savings and Loan Holding Companies
§ 2.02 Application of the Savings and Loan Holding Company Act
[1] Definitions
[2] Registration and Examination of Holding Companies
[3] Permitted Holding Company Activities
[4] Regulation of Acquisitions
[5] Restrictions on Payment of Dividends
[6] Administration and Enforcement of the SLHCA
[7] Prohibited Acts and Corporate Structures
[8] Penalties and Sanctions
[9] Private Rights of Action Under the SLHCA and the Control Act

The Change in Bank Control Act

§ 3.01 Background of the Change in Bank Control Act
§ 3.02 Application of the Change in Bank Control Act to Savings Institutions
[1] Definitions
[2] Regulation of Acquisitions
§ 3.03 Form: Interagency Notice of Change in Control

The Acquisition of Control Regulations

§ 4.01 Background of the Acquisition of Control Regulations
[1] Statutory Overview
[2] Development of the Acquisition of Control Regulations
§ 4.02 Application of the Acquisition of Control Regulations
[1] Definitions
[2] Approval Requirements
[3] What Constitutes Control?
[4] Procedural Requirements
[5] Standards for Approval and Disapproval
[6] Holding Company Acquisitions of Qualified Stock Issuances by Undercapitalized Savings Institutions

Mergers, Consolidations, and Transfers of Assets

§ 5.01 Regulation of Combinations and Transfers of Assets
[1] Scope of Regulation
[2] Corporate Actions Required
[3] The Bank Merger Act
[4] Other Combinations, Transfers of Assets and Assumptions of Liabilities
[5] Standards of Review of Mergers, Consolidations, Purchases of Assets and Assumptions of Liabilities
[6] Department of Justice Merger Guidelines
§ 5.02 Dissenters’ Appraisal Rights
[1] Nature and Purpose of Dissenters’ Appraisal Rights
[2] Procedures for Dissenters’ Appraisal Rights
§ 5.03 Regulation of Other Transfers of Assets and Assumptions of Liabilities
§ 5.04 Form: Interagency Bank Merger Act Application

Other Applications and Approvals

§ 6.01 OTS Application Processing Guidelines and Procedures
[1] Prefiling and Filing Procedures
[2] Comment and Meeting Procedures
[3] Application Review Procedures
§ 6.01 FDIC Approval Requirements
[1] Deposit Insurance
[2] Permissible Activities for Savings Institutions and Their Subsidiaries
§ 6.02 Branches and Agency Offices
[1] Branching by Federal Savings Institutions
[2] Interstate Branching Under the OTS Branching Policy Statement
[3] Use of Non-Branch Facilities by Federal Savings Institutions
[4] Branch Closing Requirements
§ 6.03 Management Interlocks
[1] Depository Institutions Management Interlocks Act
[2] Management Interlock Restrictions Under the SLHCA
§ 6.04 Use of Interim Institutions for Acquisitions and Reorganizations
§ 6.05 Community Reinvestment Act Considerations
[1] The “Old” CRA Regulation
[2] The “New” CRA Regulation
[3] The Impact of CRA Ratings
[4] CRA Protest Process
§ 6.06 Capital-Related Applications
[1] Capital Distributions Rule
[2] Implications of Capital Requirements for Corporate Transactions
§ 6.07 Directors and Officers of Savings Institutions and Holding Companies
[1] Prior Approval Requirement
[2] One-Year Post-Employment Restrictions for Senior Examiners
[3] Criminal or Dishonest Conduct
[4] Personal Transactions in Securities
[5] Sound Incentive Compensation Policies
[6] Indemnification
§ 6.08 Voluntary Liquidation and Dissolution of Savings Institutions
§ 6.09 Form: Interagency Notice of Change in Director or Senior Executive Officer

Mutual to Stock Conversions and Recently Converted Institutions

§ 7.01 Overview
§ 7.02 Evolution of the Mutual to Stock Conversion Process
[1] The Early Experience
[2] Beginning of the Conversion Moratoria
[3] The Conversion Studies
[4] Congressional Criticism and the Statutory Moratoria
[5] Litigation over Conversion Authority
[6] Revisiting the Conversion Process in the 1990s; New Role for the FDIC in Mutual to Stock Conversions
§ 7.03 Regulation of Mutual to Stock Conversions
[1] Standard Conversions
[2] Holding Company Conversions
[3] Merger Conversions
[4] Conversion-Mergers
[5] Voluntary Supervisory Conversions
[6] Modified Conversions
§ 7.04 Regulation of Post-Conversion Takeovers
[1] The Post-Conversion “Anti-Takeover Rule”
[2] Post-Conversion Anti-Takeover Devices
§ 7.05 Forms
[1] Form: AC Application for Conversion and Related Forms

Mutual Holding Companies

§ 7A.01 Mutual Holding Company Statutory Framework
[1] Introduction
[2] Creation of Mutual Holding Companies
[3] Activities and Operations of Mutual Holding Companies
§ 7A.02 Mutual Holding Company Regulations
[1] Reorganization Standards
[2] Stock Issuances by Mutual Holding Company Subsidiary Institutions
[3] Use of an Intermediate Stock Holding Company
[4] Board Scrutiny of Remutualization Transactions
§ 7A.03 Form: Notice of Mutual Holding Company Reorganization

Charter and Insurance Combinations and Conversions

§ 8.01 Conversions and Combinations to Savings Institution Charters
[1] Types of Conversions
[2] Conversions to Savings Institution Charters
[3] Mergers and Other Combinations
§ 8.02 Conversions to Bank Charters
[1] History of Savings Institutions-to-Bank Conversions
[2] Regulation of Savings Institution-to-Bank Conversions
§ 8.03 Election of “Savings Association” Status
§ 8.04 “Covered Savings Association” Election

Proxy Contests for Control of Savings Institutions and Holding Companies

§ 9.01 Regulation of Proxy Solicitations
[1] Regulatory Considerations in Proxy Contests
[2] Application of the SLHCA and the Control Act to Proxy Contests

Federally Assisted Supervisory Acquisitions and Mergers

§ 10.01 Overview of Assisted Acquisitions and Mergers
[1] Historical Background—Roles of the Regulators
[2] Basic Methods of Resolution
[3] “Cross-Guarantee” Liability of Commonly Controlled Depository Institutions
§ 10.02 Resolution of Failing Institutions
[1] Responsibilities and Authorities of the Resolution Trust Corporation
[2] Grounds for Appointment of Conservators and Receivers for Savings Institutions
[3] “Open Institution” Assistance
§ 10.03 Special Supervisory Acquisition Authorities
[1] Former Section 408(m) of the National Housing Act
[2] Section 13(k) of the Federal Deposit Insurance Act
[3] Exceptions from the Qualified Thrift Lender Test

Securities Firm and Insurance Company Affiliations with Savings Institutions

§ 11.01 OTS Regulation of Relationships Between Savings Institutions and Securities Affiliates
[1] Involvement of Depositories in the Securities Business
[2] Prohibitions and Firewalls
[3] Cross-Marketing Opportunities
§ 11.02 Issues Presented by Securities Firms as Savings Institution Holding Companies
§ 11.03 Insurance Companies as Savings Institution Holding Companies
[1] Use of a Thrift Charter
[2] Operating Requirements
[3] Impact of the Gramm-Leach-Bliley Act
[4] Application of CRA to Insurance Companies

Bank Holding Company Acquisitions and Affiliations with Savings Institutions

§ 12.01 Bank Holding Company Acquisitions of Savings Institutions
[1] Statutory Framework for Nonbanking Acquisitions by Bank Holding Companies
[2] Early Bank Holding Company Efforts to Acquire Savings Institutions
[3] Bank Holding Company Acquisitions of Savings Institutions Prior to the FIRREA
[4] Bank Holding Company Acquisitions of Savings Institutions After the FIRREA
§ 12.02 Creation and Acquisition of Banks by Savings Institution Holding Companies
[1] De Facto Deposit Insurance Conversion Issues
[2] Bank Chartering Issues
[3] OTS Policies for Shared Banking Arrangements
[4] Corporate Separateness

Transactions with Affiliates and Insiders

§ 13.01 Regulation of Transactions with Affiliates
[1] Brief History of Savings Institution Transactions with Affiliates Controls
[2] Section 11 of the Home Owners’ Loan Act
[3] Section 23A of the Federal Reserve Act
[4] Section 23B of the Federal Reserve Act
§ 13.02 Controls on Transactions with Insiders
[1] Section 22(h) of the Federal Reserve Act
[2] Section 22(g) of the Federal Reserve Act
§ 13.03 Anti-Tying Restrictions

Qualified Thrift Lender Test

§ 14.01 Qualified Thrift Lender Requirements
[1] Purpose of the Qualified Thrift Lender Test
[2] Evolution of the Qualified Thrift Lender Test
[3] EGRRCPA Section 206: “Covered Savings Association”

Prompt Corrective Action

§ 15.01 Prompt Corrective Action Statutory Framework
[1] Capital Categories
[2] Consequences of Capital Categories
§ 15.02 Prompt Corrective Action Regulations
[1] Capital Measures
[2] Process for Determining Capital Levels
[3] Reclassification Based Upon Supervisory Criteria
[4] Prompt Corrective Action Directives
[5] Enforcement of Directives
[6] Dismissal of Directors and Senior Executive Officers
[7] Capital Restoration Plans
[8] Review of Regulations

Electronic Operations

§ 16.01 Electronic Operations Authorized
§ 16.02 Standards for Electronic Operations
§ 16.03 Approval Requirements

Preemption of State Law

§ 17.01 Legal Framework for Preemption of State Law
§ 17.02 Preemption Analysis Under the Home Owners’ Loan Act
§ 17.03 OTS Preemption Regulations and Opinions
§ 17.04 Effect of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010