N.Y. Banking Law § 292: Formation of a mutual holding company

§ 292. Formation of a mutual holding company. 1. The plan of

reorganization may authorize the formation of a mutual holding company

by:

(a) (i) the organization by the mutual holding company of a stock

savings bank subsidiary and the transferal to such stock savings bank of

the substantial part of its assets and liabilities, including all of its

deposit liabilities, in accordance with general regulations promulgated

by the superintendent of financial services;

(ii) the organization by the mutual savings bank of a mutual holding

company and the organization by such mutual holding company of a stock

savings bank subsidiary which merges with the mutual savings bank; or

(iii) the reorganization of the mutual savings bank under any other

method approved pursuant to general or specific regulations promulgated

by the superintendent of financial services.

(b) For the purposes of paragraph (a) of this subdivision, such

regulations shall permit the stock savings bank to issue to persons

other than the mutual holding company of which it is a subsidiary an

amount of common stock and securities convertible into common stock

which in the aggregate does not exceed forty-nine per centum of the

issued and outstanding common stock of such stock savings bank, provided

that if a mutual holding company which owns all of the common stock and

securities convertible into common stock of its savings bank subsidiary

subsequently determines to make such an issuance it shall pay a fee as

prescribed pursuant to section eighteen-a of this chapter. Issued and

outstanding securities that are convertible into common stock shall be

considered issued and outstanding common stock for the purposes of

computing the forty-nine per centum limitation. This paragraph shall not

limit the authority of such stock savings bank to issue equity or debt

securities other than common stock and securities convertible into

common stock.

2. In connection with the reorganization of a mutual savings bank as

provided in section two hundred ninety of this article, the mutual

holding company may retain or acquire assets of the mutual savings bank

to the extent that such assets are not then required to be transferred

to or retained by the stock savings bank in order to satisfy capital or

reserve requirements of any applicable state or federal law or

regulation.

3. A stock savings bank at least fifty-one per centum but less than

one hundred per centum of the outstanding common stock of which is owned

by a mutual holding company shall have at least one director, but no

more than two-fifths of its directors, who are "unaffiliated directors"

who shall represent the interests of the minority shareholders. An

"unaffiliated director" is a director who is not (a) an officer or

employee of the stock savings bank (or any affiliate thereof) or (b) an

officer, trustee or employee of the mutual holding company. If the

organization certificate or bylaws of the stock savings bank provide

that the board of directors shall be divided into two or more classes,

then to the extent possible, each class shall contain the same number of

unaffiliated directors as each other class.