12 U.S.C. § 2279aa–4: Stock issuance

Summary

The Corporation will issue voting common stock. Each share gives one vote, and shareholders may use cumulative voting when picking directors. The Board will decide the stock’s par value, who is offered the stock (banks, insurers, System institutions, and others the Board names), and the sale rules. The stock is split into two classes with the same par value: Class A for non‑Farm Credit System holders that vote for certain directors, and Class B for Farm Credit System institutions that vote for other directors. After the permanent board first meets with a quorum, voting common stock can only go to originators and certified facilities. The Board can limit how many shares exist, set transfer rules (shares must be transferred on the Corporation’s books), and require that no holder other than Class B own more than 33 percent of a class. The Corporation may make originators and certified facilities give nonrefundable capital contributions and will issue voting stock for those contributions. The Board may pay dividends to common and nonvoting stockholders pro rata, but only if required reserves are set aside and no obligation to the Secretary of the Treasury under section 2279aa–13 is outstanding. The Corporation may also issue nonvoting common stock and nonvoting preferred stock with terms set when issued. Preferred holders get paid their par value plus accrued dividends before any money goes to common holders, and common dividends cannot be paid while preferred dividends are unpaid.

Title 12, §2279aa–4

Banks and Banking, Source: USLM XML via OLRC

(a)Voting common stock

(1)Issue

(A)In general

The Corporation shall issue voting common stock having such par value as may be fixed by the Board from time to time.

(B)Number of votes

Each share of voting common stock shall be entitled to one vote with rights of cumulative voting at all elections of directors.

(C)Offers

(i)In general

The Board shall offer the voting common stock to banks, other financial institutions, insurance companies, and System institutions under such terms and conditions as the Board may adopt.

(ii)Requirements

The voting common stock shall be fairly and broadly offered to ensure that—

(I)no institution or institutions acquire a disproportionate share of the total quantity of the voting common stock outstanding of a class of stock; and

(II)capital contributions and issuances of voting common stock for the contributions are fairly distributed between entities eligible to hold class A stock and class B stock.

(D)Classes of stock

(i)In general

The stock shall be divided into two classes with the same par value per share.

(ii)Class A stock

Class A stock may be held only by entities that are not Farm Credit System institutions and that are entitled to vote for directors specified in section 2279aa–2(a)(2)(A) of this title, including national banking associations (which shall be allowed to purchase and hold such stock).

(iii)Class B stock

Class B stock may be held only by Farm Credit System institutions that are entitled to vote for directors specified in section 2279aa–2(a)(2)(B) of this title.

(2)Limitation on issue

After the date the permanent board first meets with a quorum of its members present, voting common stock of the Corporation may be issued only to originators and certified facilities.

(3)Authority of Board to establish terms and procedures

The Board shall adopt such terms, conditions, and procedures with regard to the issue of stock under this section as may be necessary, including the establishment of a maximum amount limitation on the number of shares of voting common stock that may be outstanding at any time.

(4)Transferability

Subject to such limitations as the Board may impose, any share of any class of voting common stock issued under this section shall be transferable among the institutions or entities to which shares of such class of common stock may be offered under paragraph (1), except that, as to the Corporation, such shares shall be transferable only on the books of the Corporation.

(5)Maximum number of shares

No stockholder, other than a holder of class B stock, may own, directly or indirectly, more than 33 percent of the outstanding shares of such class of the voting common stock of the Corporation.

(b)Required capital contributions

(1)In general

The Corporation may require each originator and each certified facility to make, or commit to make, such nonrefundable capital contributions to the Corporation as are reasonable and necessary to meet the administrative expenses of the Corporation.

(2)Stock issued as consideration for contribution

The Corporation, from time to time, shall issue to each originator or certified facility voting common stock evidencing any capital contributions made pursuant to this subsection.

(c)Dividends

(1)In general

Such dividends as may be declared by the Board, in the discretion of the Board, shall be paid by the Corporation to the holders of the voting common stock of the Corporation pro rata based on the total number of shares of both classes of stock outstanding.

(2)Reserves requirement

No dividend may be declared or paid by the Board under this section unless the Board determines that adequate provision has been made for the reserve required under section 2279aa–10(c)(1) of this title.

(3)Dividends prohibited while obligations are outstanding

No dividend may be declared or paid by the Board under this section while any obligation issued by the Corporation to the Secretary of the Treasury under section 2279aa–13 of this title remains outstanding.

(d)Nonvoting common stock

The Corporation is authorized to issue nonvoting common stock having such par value as may be fixed by the Board from time to time. Such nonvoting common stock shall be freely transferable, except that, as to the Corporation, such stock shall be transferable only on the books of the Corporation. Such dividends as may be declared by the Board, in the discretion of the Board, may be paid by the Corporation to the holders of the nonvoting common stock of the Corporation, subject to paragraphs (2) and (3) of subsection (c).

(e)Preferred stock

(1)Authority of Board

The Corporation is authorized to issue nonvoting preferred stock having such par value as may be fixed by the Board from time to time. Such preferred stock issued shall be freely transferable, except that, as to the Corporation, such stock shall be transferred only on the books of the Corporation.

(2)Rights of preferred stock

Subject to paragraphs (2) and (3) of subsection (c), the holders of the preferred stock shall be entitled to such rate of cumulative dividends, and such holders shall be subject to such redemption or other conversion provisions, as may be provided for at the time of issuance. No dividends shall be payable on any share of common stock at any time when any dividend is due on any share of preferred stock and has not been paid.

(3)Preference on termination of business

In the event of any liquidation, dissolution, or winding up of the business of the Corporation, the holders of the preferred shares of stock shall be paid in full at the par value thereof, plus all accrued dividends, before the holders of the common shares receive any payment.

Notes & Related Subsidiaries

Editorial Notes

Amendments

2018—Subsec. (a)(1). Pub. L. 115–334, within existing provisions, designated first and second sentences as subpars. (A) and (B), respectively, added subpar. (C) and struck out former third sentence which read “Voting shall be by classes as described in section 2279aa–2(a)(9) of this title.”, designated fourth to sixth sentences collectively as subpar. (D) and individually as cls. (i) to (iii), respectively, thereof, substituted “2279aa–2(a)(2)(A)” for “2279aa–2(b)(2)(A)” in subpar. (D)(ii) and “2279aa–2(a)(2)(B)” for “2279aa–2(b)(2)(B)” in subpar. (D)(iii), and inserted subpar. and cl. headings. 1988—Subsec. (a)(1). Pub. L. 100–399, § 601(d), in penultimate sentence, inserted “and” after “institutions” and inserted “, including national banking associations (which shall be allowed to purchase and hold such stock)” before period at end. Subsec. (e)(1). Pub. L. 100–399, § 601(e), substituted “books of the Corporation” for “books of the Association”.

Statutory Notes and Related Subsidiaries

Effective Date

of 1988 AmendmentAmendment by Pub. L. 100–399 effective as if enacted immediately after enactment of Pub. L. 100–233, which was approved Jan. 6, 1988, see section 1001(a) of Pub. L. 100–399, set out as a note under section 2002 of this title.

§2279aa–4 Stock Issuance