Alert January 28, 2014

House Passes Bill to Increase Shareholder Count Thresholds Triggering Securities Exchange Act Registration/Deregistration Obligations for Savings and Loan Holding Companies

On January 14, 2014, the House of Representatives passed H.R. 801, the Holding Company Registration Threshold Equalization Act of 2013 (the “Act”), which would increase the number of shareholders that trigger registration and deregistration obligations for savings and loan holding companies under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  The Act is designed to correct what is viewed as a technical error in the JOBS Act, which raised the registration threshold from 500 to 2,000 shareholders of record and the deregistration threshold from 300 to 1,200 shareholders of record for banks and bank holding companies, but did not explicitly extend these changes to savings and loan holding companies.  Since the passage of the JOBS Act, over 100 banks and bank holding companies have deregistered their common stock under the Exchange Act while similarly situated savings and loan holding companies have continued to be subject to SEC periodic reporting requirements.  If the Act is passed by the Senate and signed by the President, savings and loan holding companies will be eligible to take advantage of the higher shareholder of record registration and deregistration thresholds set forth in the JOBS Act.

For information on the advantages and disadvantages of deregistering under the Exchange Act, please contact Samantha M. Kirby or Matthew Dyckman in Goodwin Procter’s Banking Practice.