Unless otherwise specified,
for the purposes of this part:
(a) Applicable
accounting standards means, with respect to a company, U.S. generally
accepted accounting principles (GAAP), or such other accounting standard
or method of estimation that the Board determines is appropriate pursuant
to section 251.3(e).
(b) Applicable risk-based
capital rules means consolidated risk-based capital rules established
by an appropriate Federal banking agency that are applicable to a
financial company.
(c) Appropriate Federal banking
agency has the same meaning as in section 3(q) of the Federal
Deposit Insurance Act (12 U.S.C. 1813(q)).
(d) Control has the same meaning as in section 225.2(e) of the Board’s
Regulation Y (12 CFR 225.2(e)).
(e) Council means the Financial Stability Oversight Council established by section
111 of the Dodd-Frank Act (12 U.S.C. 5321).
(f) Covered acquisition means a transaction in which a company directly
or indirectly merges or consolidates with, acquires all or substantially
all of the assets of, or otherwise acquires control of another company.
A covered acquisition does not include an acquisition of ownership
or control of a company:
(1) In the ordinary course of collecting
a debt previously contracted in good faith if the acquired securities
or assets are divested within the time period permitted by the appropriate
Federal banking agency (including extensions) or, if the financial
company does not have an appropriate Federal banking agency, five
years;
(2) In a fiduciary
capacity in good faith under applicable fiduciary law if the acquired
securities or assets are held in the ordinary course of business and
not acquired for the benefit of the company or its shareholders, employees,
or subsidiaries;
(3)
In connection with bona fide underwriting or market-making
activities;
(4) Solely
in connection with a corporate reorganization and the companies involved
are lawfully controlled and operated by the financial company both
before and following the reorganization; and
(5) That is, or will be, an issuer of asset
back securities (as defined in section 3(a) of the Securities and
Exchange Act of 1934) so long as the financial company that retains
an ownership interest in the company complies with the credit risk
retention requirements in the regulations issued pursuant to section
15G of the Securities and Exchange Act of 1934.
(g) Financial company includes:
(1) An insured depository institution;
(2) A bank holding company;
(3) A savings and loan
holding company;
(4)
A company that controls an insured depository institution;
(5) A nonbank financial company
supervised by the Board, and
(6) A foreign bank or company that is treated
as a bank holding company for purposes of the Bank Holding Company
Act.
(h) Foreign financial company means a financial company that is incorporated or organized in a
country other than the United States.
(i) Insured
depository institution has the same meaning as in section 3(c)(2)
of the Federal Deposit Insurance Act (12 U.S.C. 1813(c)(2)).
(j) Nonbank financial company supervised by the Board means any nonbank financial company that the Council has determined
under section 113 of the Dodd-Frank Act (12 U.S.C. 5323) shall be
supervised by the Board and for which such determination is still
in effect.
(k) State means any state, commonwealth,
territory, or possession of the United States, the District of Columbia,
the Commonwealth of Puerto Rico, the Commonwealth of the Northern
Mariana Islands, American Samoa, Guam, or the United States Virgin
Islands.
(l) U.S. agency has the
same meaning as the term “agency” in section 211.21(b) of the Board’s
Regulation K (12 CFR 211.21(b)).
(m) Total regulatory
capital has the same meaning as the term “total capital” as defined
under the applicable risk-based capital rules.
(n) Total risk-based capital ratio means the “total capital
ratio” as calculated under the applicable risk-based capital rules.
(o) Total risk-weighted assets means the
measure of consolidated risk-weighted assets that a financial company
uses to calculate its risk-based capital ratios under the applicable
risk-based capital rules.
(p) U.S. branch has the same meaning as the term “branch” in section 211.21(e) of
the Board’s Regulation K (12 CFR 211.21(e)).
(q) U.S. company means a company that is incorporated in or organized
under the laws of the United States or any State.
(r) U.S. financial company means a financial company that
is a U.S. company.
(s) U.S. subsidiary means
any subsidiary, as defined in section 225.2(o) of Regulation Y (12
CFR 225.2(o)), that is a U.S. company.
