National bank adoption of anti-takeover provisions.

CFR · 2024-01-01 · US · Title 12

(a) (b) (1) (2) (3) (4) (i) Only the board of directors, and not the shareholders, have the right to call special meetings of the shareholders; or (ii) If shareholders have the right to call special meetings, a high percentage of shareholders is needed to call the meeting. (5) (c) (1) (2) (d) (i) The bank is less than adequately capitalized (as defined in 12 CFR part 6); (ii) The bank is in troubled condition (as defined in 12 CFR 5.51(c)(7)); (iii) Grounds for the appointment of a receiver under 12 U.S.C. 191, as determined by the OCC, are present; or (iv) The bank is otherwise in less than satisfactory condition, as determined by the OCC. (2) (i) The bank is not subject to any of the conditions in paragraph (d)(1) of this section; and (ii) The bank includes, in its articles of association or its bylaws, as applicable pursuant to paragraph (f) of this section, a limitation that would make the provisions ineffective if: (A) The conditions in paragraph (d)(1) of this section exist; or (B) The OCC otherwise directs the bank not to follow the provision for supervisory reasons. (e) (i) Inconsistent with Federal banking statutes or regulations, notwithstanding paragraph (b) of this section; or (ii) Inconsistent with bank safety and soundness other than as provided in paragraph (d) of this section. (2) (f) (2)

official document · source cfr-2024 · id 12:§ 7.2001