Procedural requirements.

CFR · 2024-01-01 · US · Title 12

(a) (2) (i) The reasons for the reorganization, including the relative advantages and disadvantages of undertaking the transaction proposed instead of a standard conversion; (ii) Whether management believes the reorganization is in the best interests of the association and its accountholders and the basis of that belief; (iii) The fiduciary duties owed to accountholders by the association's officers and directors and why the reorganization is in accord with those duties and is otherwise equitable to the accountholders and the association; (iv) Any compensation agreements that will be entered into by management in connection with the reorganization; and (v) Whether the mutual holding company intends to waive dividends, the implications to accountholders, and the reasons such waivers are consistent with the fiduciary duties of the directors of the mutual holding company. (3) (i) The consequences to accountholders of voting to approve a reorganization in which their subscription rights are prioritized differently and potentially eliminated; and (ii) Any intent by the mutual holding company to waive dividends, and the implications to accountholders. (4) (b) (c) (2) (3) (d) (e) (f) (g) (h)

official document · source cfr-2024 · id 12:§ 239.10