DFI-SB 22.11 HistoryHistory: Cr. Register, February, 1994, No. 458, eff. 3-1-94. DFI-SB 22.12DFI-SB 22.12 Conversion or liquidation of mutual holding companies. DFI-SB 22.12(1)(1) Conversion. A mutual holding company may convert from mutual to stock form in accordance with a plan of conversion approved by the division under procedures the same as for the organizational conversion of a mutual savings bank under s. 214.685, Stats. DFI-SB 22.12(2)(a)(a) The division may file a petition with the federal bankruptcy court requesting the liquidation of a mutual holding company pursuant to 12 USC 1467 (a) (o) (9) and title 11, United States Code, upon: DFI-SB 22.12(2)(a)1.1. The default of the resulting savings bank, any acquiree savings bank, or any subsidiary savings bank of the mutual holding company; DFI-SB 22.12(2)(b)(b) Except as provided by par. (c), the net proceeds of any liquidation of mutual holding company shall be transferred to the members of the mutual holding company under the articles of incorporation of the mutual holding company. DFI-SB 22.12(2)(c)(c) If the FDIC incurs a loss from a default of any savings bank subsidiary of a mutual holding company and that mutual holding company is liquidated under par. (a), the FDIC shall succeed to the membership interests of the depositors of the savings bank, to the extent of the FDIC’s loss. DFI-SB 22.12(3)(3) Voluntary liquidation. Sections 214.82 to 214.855, Stats., shall apply to a mutual holding company in the same manner as they apply to a savings bank. DFI-SB 22.12 HistoryHistory: Cr. Register, February, 1994, No. 458, eff. 3-1-94. DFI-SB 22.13DFI-SB 22.13 Procedural requirements for proxies. DFI-SB 22.13(1)(1) Solicitation of proxies. Solicitations of proxies by any person in connection with any membership vote required under this chapter shall be accompanied by proxy materials in a form appropriate, and containing the information relevant to the action that members are being asked to approve. DFI-SB 22.13(2)(2) Use of existing proxies. Whenever a mutual savings bank or mutual holding company is required by this chapter to obtain membership approval for a transaction, the savings bank or mutual holding company may use any existing proxy conferring general authority to vote on any and all matters at any meeting of members if the member granting the proxy has been furnished a proxy statement regarding the proposed transaction and the member does not revoke the proxy prior to the vote at the meeting at which the transaction will be considered. DFI-SB 22.13 HistoryHistory: Cr. Register, February, 1994, No. 458, eff. 3-1-94.