§ 8015 — Change in control

(a) No person, whether acting directly or indirectly or through or in concert with one or more persons, may acquire control of a savings bank operating under this Act without prior approval of the Secretary. The provisions of this Section do not apply to an established holding company acquiring control of a State savings bank if the transaction is subject to approval under the Federal Deposit Insurance Act, the federal Home Owners' Loan Act, or Section 3 of the federal Bank Holding Company Act. (b) Any person seeking to acquire control of a savings bank or subsidiary of a savings bank operating under this Act shall submit an application in the form required by the Secretary. (c) The Secretary may examine the books and records of the applicant and related persons, investigate any matter relevant to the application, and require the applicant to submit additional information and documents. (d) The Secretary shall not approve an acquisition of control unless the application and related examination and investigation permit the Secretary to find positively on all of the following matters: (1) The applicant has filed a complete application, has cooperated with all examinations and investigations of the Secretary, and has submitted all information and documents requested by the Secretary. (2) The applicant and proposed management have the necessary competence, experience, integrity, and financial ability. (3) The business plans of the applicant are consistent with the safe and sound operation of the savings bank and the purposes of this Act. (4) The acquisition of control would not be inequitable to members, borrowers or creditors of the savings bank. (5) The applicant and proposed management have complied with subsection (f) of this Section. (6) The future prospects of the institution will not jeopardize the financial stability of the savings bank or prejudice the interests of the members of the savings bank. (e) Shares of stock or mutual members shares acquired in violation of subsection (a) of this Section shall not be voted and shall not be counted in calculating the total number of shares eligible to vote. In addition to any other action authorized under this Act, the Secretary may require divestment of shares of stock acquired in violation of this Section and may require retirement of the withdrawal value of accounts providing mutual member voting shares acquired in violation of this Section, in which case the savings bank shall pay accrued interest on the retired withdrawal value and shall not assess any penalty for early withdrawal. (f) An individual, whether acting directly or indirectly or through or in concert with one or more persons, shall file written notice to the Secretary within 10 days of the occurrence of either of the following events: (1) becoming, directly or indirectly, the beneficial owner of more than five percent of the voting shares of a savings bank or savings bank holding company; or (2) obtaining, directly or indirectly, the power to cast more than five percent of the member votes of a savings bank or savings bank holding company. The requirements of this subsection (f) are separate and in addition to the requirements of subsection (a) of this Section. (g) The Secretary may promulgate rules to implement this provision, including definitions, form and content of application or notice, procedures, exemptions, and requirements for approval. (h) As used in this Section, a person is acting in concert if that person is acting in concert under federal laws or regulations.

Legislative History

(Source: P.A. 100-888, eff. 8-14-18.)