(a) Post-transaction
notice generally required to engage in a financial activity. A
financial holding company that commences an activity or acquires shares
of a company engaged in an activity listed in section 225.86 must
notify the appropriate Reserve Bank in writing within 30 calendar
days after commencing the activity or consummating the acquisition
by using the appropriate form.
4-056.61
(b) Cases in which notice to the Board is not required.
(1) Acquisitions
that do not involve control of a company. A notice under paragraph
(a) of this section is not required in connection with the acquisition
of shares of a company if, following the acquisition, the financial
holding company does not control the company.
(2) No additional
notice required to engage de novo in an activity for which a financial
holding company already has provided notice. After a financial
holding company provides the appropriate Reserve Bank with notice
that the company is engaged in an activity listed in section 225.86,
a financial holding company may, unless otherwise notified by the
Board, commence the activity de novo through any subsidiary that the
financial holding company is authorized to control without providing
additional notice under paragraph (a) of this section.
(3) Conduct of
certain investment activities. Unless required by paragraph (b)(4)
of this section, a financial holding company is not required to provide
notice under paragraph (a) of this section of any individual acquisition
of shares of a company as part of the conduct by a financial holding
company of securities underwriting, dealing, or market-making activities
as described in section 4(k)(4)(E) of the BHC Act (12 U.S.C. 1843(k)(4)(E)),
merchant banking activities conducted pursuant to section 4(k)(4)(H)
of the BHC Act (12 U.S.C. 1843(k)(4)(H)), or insurance company investment
activities conducted pursuant to section 4(k)(4)(I) of the BHC Act
(12 U.S.C. 1843(k)(4)(I)), if the financial holding company previously
has notified the Board under paragraph (a) of this section that the
company has commenced the relevant securities, merchant banking, or
insurance company investment activities, as relevant.
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(4) Notice of
large merchant banking or insurance company investments. Notwithstanding
paragraph (b)(1) or (b)(3) of this section, a financial holding company
must provide notice under paragraph (a) of the section if—
(i) as part of a merchant banking
activity conducted under section 4(k)(4)(H) of the BHC Act (12 U.S.C.
1843(k)(4)(H)), the financial holding company acquires more than 5
percent of the shares, assets, or ownership interests of any company
at a total cost that exceeds the lesser of 5 percent of the financial
holding company’s tier 1 capital or $200 million;
(ii) as part of an insurance company
investment activity conducted under section 4(k)(4)(I) of the BHC
Act (12 U.S.C. 1843(k)(4)(I)), the financial holding company acquires
more than 5 percent of the shares, assets, or ownership interests
of any company at a total cost that exceeds the lesser of 5 percent
of the financial holding company’s tier 1 capital or $200 million;
or
(iii) the Board in the exercise
of its supervisory authority notifies the financial holding company
that a notice is necessary.
(iv) For purposes of this paragraph
(b)(4), a financial holding company that is a qualifying community
banking organization (as defined in section 217.12 of this chapter)
that is subject to the community bank leverage ratio framework (as
defined in section 217.12 of this chapter) calculates its tier 1 capital
(as defined in section 217.2 of this chapter) in accordance with section
217.12(b) of this chapter.
