228.01 Section 3(a)(12) provides an exemption from registration for securities issued in connection with the formation of a bank or savings association holding company where shareholders maintain the same proportional interest in the holding company as they had in the bank or savings association; the rights and interests of the shareholders are substantially the same after the transaction as before it; and the holding company has substantially the same assets and liabilities, on a consolidated basis, as the bank or savings association had before the transaction. The exemption would not be available if the new holding company’s corporate charter contained anti-takeover provisions that were not in the governing documents of the predecessor bank or thrift. [Nov. 26, 2008]