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.

IRS Circular 230 Disclosure: To ensure compliance with requirements imposed by the IRS, we inform you that any U.S. tax advice contained in this informational piece (including any attachments) is not intended or written to be used, and may not be used, for the purpose of (i) avoiding penalties under the Internal Revenue Code or (ii) promoting, marketing or recommending to another party any transaction or matter addressed herein.


DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

© Goodwin Procter LLP | Attorney Advertising

Written by:


Goodwin Procter LLP on:

JD Supra Readers' Choice 2016 Awards
Reporters on Deadline

"My best business intelligence, in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:

Sign up to create your digest using LinkedIn*

*By using the service, you signify your acceptance of JD Supra's Privacy Policy.

Already signed up? Log in here

*With LinkedIn, you don't need to create a separate login to manage your free JD Supra account, and we can make suggestions based on your needs and interests. We will not post anything on LinkedIn in your name. Or, sign up using your email address.