Risk Management Manual of Examination Policies - FDIC

APPLICATIONS Section 12.1
The FDIC shall review the notice and other materials for
considerations such as: the proposed use of the proceeds,
the adequacy of the disclosure materials, the participation
of depositors in approving the transaction, the
appropriateness of any proposed increased compensation
and other remuneration to be granted to officers and
directors, the adequacy and independence of the appraisal
of the value of the mutual savings bank for purposes of
determining the price of the shares of stock to be sold and
the extent to which the proposed conversion transaction
conforms with the various provisions of the mutual-tostock
conversion regulations of the Office of Thrift
Supervision.
The FDIC will issue either a letter of non-objection if the
FDIC determines that the proposed conversion transaction
would not pose a risk to the institution’s safety or
soundness, or a letter of objection. In the latter case, if the
FDIC determines either that the proposed conversion
transaction poses a risk to the institution’s safety or
soundness, violates a law or regulation, or presents a
breach of fiduciary duty, the objection letter would instruct
the institution not to consummate the transaction until such
point as the objection letter is rescinded.
Other Filings
Golden Parachute and severance plan payments – Pursuant
to section 18(k) of the FDI Act and Part 359 of the FDIC
Rules and Regulations, an insured depository institution or
depository institution holding company may not make
golden parachute payments or excess nondiscriminatory
severance plan payments unless permission is obtained.
For additional information and guidance on the various
applications, please also refer to:
• The Division of Supervision and Consumer Affairs
Formal and Informal Action Procedures Manual,
and
• The Division of Supervision and Consumer Protection
Case Managers Procedures Manual.
Applications (2-02) 12.1-24 DSC Risk Management Manual of Examination Policies
Federal Deposit Insurance Corporation