New Jersey Statutes Title 17. Corporations and Institutions for Finance and Insurance 17 § 12B-306

Upon the formation of a mutual state association holding company pursuant to the provisions of this act, the members of the organizing mutual state association shall retain the same interests in the assets of the mutual state association holding company as they had in the organizing mutual state association, and upon the reorganization of an organizing mutual state association into a mutual state association holding company and a subsidiary capital stock state association pursuant to this act, the members of the subsidiary capital stock state association shall retain the same interests in the mutual state association holding company. Any interest in the assets of the mutual state association holding company which are placed in a liquidation account as provided in section 8 of this act  1 shall be for the benefit of the members of the organizing mutual state association, or the members of the subsidiary capital stock state association, as the case may be. Upon the merger or consolidation of a mutual state association holding company or capital stock state association holding company with another mutual state association holding company, the merger or consolidation agreement shall provide for the retention of any interests of the respective members of the subsidiary capital stock state association or state associations in the assets of the merged or consolidated mutual state association holding companies according to a fair valuation, as approved by the commissioner.

A mutual state association or capital stock state association that is a subsidiary of a mutual holding company shall have the power to issue to persons other than its parent holding company, an amount of preferred stock, common stock and securities convertible into common stock which in the aggregate does not exceed 49% of the issued and outstanding stock of the association. For purposes of this 49% limitation, outstanding securities that are convertible into common stock shall be considered as issued and outstanding common stock.