N.Y. Comp. Codes R. & Regs. tit. 3 § 111.1

Current through Register Vol. 46, No. 53, December 31, 2024

Section 111.1 - Scope; introduction

(a) This Part implements the Banking Board's authority under article VI-C of the Banking Law to regulate the establishment of and the operations of mutual holding companies. It addresses only those features of mutual holding companies that are not governed by other provisions of the Banking Law and regulations.

(b) The definitions contained in section 86.3 of this Title shall apply to any transaction under this Part, unless the context requires otherwise and except as provided below. The reorganization of a mutual savings bank into mutual holding company form (hereafter sometimes referred to as the 'reorganization') and the conversion of a mutual holding company into a stock holding company (hereafter sometimes referred to as the 'conversion') shall be governed by the rules prescribed in section 86.4 of this Title and, if in conjunction with a stock offering, section 86.5 of this Title, except to the extent such rules are inconsistent with the transaction and except as provided below. Any stock offering by a mutual holding company or by a savings bank subsidiary of a mutual holding company, subsequent to the reorganization but after which the mutual holding company would retain at least 51 percent of the issued and outstanding shares of the stock savings bank (a 'subsequent offering'), shall be governed by the rules prescribed in section 86.5 of this Title, except to the extent such rules are inconsistent with the transaction and except as provided below. Any stock offering by a mutual holding company or by a savings bank subsidiary of a mutual holding company, subsequent to the reorganization but after which the mutual holding company would retain at least 51 percent of the issued and outstanding shares of the stock savings bank (a 'subsequent offering'), shall be governed by the rules prescribed in section 86.5 of this Title, except to the extent such rules are inconsistent with the transaction and except as provided below. Any 'stock offering' make pursuant to this Part shall be a public offering, and 'stock' or 'shares' includes common stock, any securities convertible into common stock, and any other security with voting power or convertible into a security with voting power. Any savings bank or mutual holding company may apply to the superintendent, in connection with a transaction authorized by this Part, for such variations from the rules prescribed by this Part or Part 86 of this Title as are necessary and proper to effectuate the transaction.

N.Y. Comp. Codes R. & Regs. Tit. 3 § 111.1