(a) No prior approval required generally.
(1) In general. A financial holding company and any subsidiary (other than a depository
institution or subsidiary of a depository institution) of the financial
holding company may engage in any activity listed in section 225.86,
or acquire shares or control of a company engaged exclusively in activities
listed in section 225.86, without providing prior notice to or obtaining
prior approval from the Board unless required under paragraph (c)
of this section.
(2) Acquisitions by a financial holding company
of a company engaged in other permissible activities. In addition
to the activities listed in section 225.86, a company acquired or
to be acquired by a financial holding company under paragraph (a)(1)
of this section may engage in activities otherwise permissible for
a financial holding company under this part in accordance with any applicable
notice, approval, or other requirement.
(3) Acquisition
by a financial holding company of a company engaged in limited nonfinancial
activities.
(i) Mixed
acquisitions generally permitted. A financial holding company
may under this subpart acquire more than 5 percent of the outstanding
shares of any class of voting securities or control of a company that
is not engaged exclusively in activities that are financial in nature,
incidental to a financial activity, or otherwise permissible for the
financial holding company under section 4(c) of the BHC Act if—
(A) the company to be acquired is substantially engaged in activities
that are financial in nature, incidental to a financial activity,
or otherwise permissible for the financial holding company under section
4(c) of the BHC Act;
(B)
the financial holding company complies with the notice requirements
of section 225.87, if applicable; and
(C) the company conforms, terminates, or divests,
within two years of the date the financial holding company acquires
shares or control of the company, all activities that are not financial
in nature, incidental to a financial activity, or otherwise permissible
for the financial holding company under section 4(c) of the BHC Act.
(ii) Definition of “substantially engaged.” Unless
the Board determines otherwise, a company will be considered to be
“substantially engaged” in activities permissible for a financial
holding company for purposes of paragraph (a)(3)(A) of this section
if at least 85 percent of the company’s consolidated total annual
gross revenues is derived from and at least 85 percent of the company’s
consolidated total assets is attributable to the conduct of activities
that are financial in nature, incidental to a financial activity,
or otherwise permissible for a financial holding company under section
4(c) of the BHC Act.
4-056.41
(b) Locations in which a financial holding company
may conduct financial activities. A financial holding company
may conduct any activity listed in section 225.86 at any location
in the United States or at any location outside of the United States
subject to the laws of the jurisdiction in which the activity is conducted.
(c) Circumstances under
which prior notice to the Board is required.
(1) Acquisition
of more than 5 percent of the shares of a savings association. A financial holding company must obtain Board approval in accordance
with section 4(j) of the BHC Act and either section 225.14 or section
225.24, as appropriate, prior to acquiring control or more than 5
percent of the outstanding shares of any class of voting securities
of a savings association or of a company that owns, operates, or controls
a savings association.
(2) Supervisory actions. The Board
may, if appropriate in the exercise of its supervisory or other authority,
including under section 225.82(g) or section 225.83(d) or other relevant
authority, require a financial holding company to provide notice to
or obtain approval from the Board prior to engaging in any activity
or acquiring shares or control of any company.
