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4000 - Advisory Opinions

Irrevocable Limited Proxy--Change in Bank Control


May 27, 1981

Katharine H. Haygood, Attorney

The attached copy of the irrevocable limited proxy issued by the *** authorizes "the Management" to vote all of the stock owned by the *** at the regular shareholders' meeting or adjournments thereof (the shareholders' meeting has already taken place). The matters on which the proxy may be voted are limited to the specific matters noted.

For purposes of analysis, we are considering that the proxyholder or proxyholders would fall within the regulatory presumption or control 25 percent or more of the stock if the shares covered by the proxy are aggregated with shares already owned. Section 303.15(c)(6) exempts "a customary one-time proxy solicitation" from the prior notice requirements of the Change in Bank Control Act. That phrase has been interpreted by us to mean a revocable proxy issued for one shareholders' meeting and adjournments thereof. Here, due to the fact that the proxy is limited both to one shareholders' meeting and to specific enumerated subject matter, we would not consider it to create a transaction subject to Change in Bank Control.

This interpretation is limited to this one set of circumstances and does not apply to irrevocable proxies in general.

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