(a) Biennial filers.
(1) Group members. Biennial filer means:
(i) Any global systemically important
BHC; and
(ii) Any
nonbank financial company supervised by the Board that has not been
jointly designated a triennial full filer by the Board and Corporation
under paragraph (a)(2) of this section or that has been jointly re-designated
a biennial filer by the Board and the Corporation under paragraph
(a)(2) of this section.
(2) Nonbank financial
companies. The Board and the Corporation may jointly designate
a nonbank financial company supervised by the Board as a triennial
full filer in their discretion, taking into account facts and circumstances
that each of the Board and the Corporation in its discretion determines
to be relevant. The Board and the Corporation may in their discretion
jointly re-designate as a biennial filer a nonbank financial company
that the Board and the Corporation had previously designated as a
triennial filer, taking into account facts and circumstances that
each of the Board and the Corporation in its discretion determines
to be relevant.
(3) Frequency of submission. Biennial filers
shall each submit a resolution plan to the Board and the Corporation
every two years.
(4) Submission date. Biennial filers shall
submit their resolution plans on or before July 1 of each year in which a
resolution plan is due.
(5) Type of resolution plan required to
be submitted. Biennial filers shall alternate submitting a full
resolution plan and a targeted resolution plan.
(6) New covered
companies that are biennial filers. A company that becomes a
covered company and a biennial filer after December 31, 2019 shall
submit a full resolution plan on or before the next date by which
the other biennial filers are required to submit resolution plans
pursuant to paragraph (a)(4) of this section that occurs no earlier
than 12 months after the date as of which the company became a covered
company. The company’s subsequent resolution plans shall be
of the type required to be submitted by the other biennial filers.
(b) Triennial
full filers.
(1) Group members. Triennial full filer means:
(i) Any category II banking
organization;
(ii)
Any category III banking organization; and
(iii) Any nonbank financial company
supervised by the Board that is jointly designated a triennial full
filer by the Board and Corporation under paragraph (a)(2) of this
section.
(2) Frequency of submission. Triennial
full filers shall each submit a resolution plan to the Board and the
Corporation every three years.
(3) Submission
date. Triennial full filers shall submit their resolution plans
on or before July 1 of each year in which a resolution plan is due.
(4) Type of resolution plan required to be submitted. Triennial full filers shall alternate submitting a full resolution
plan and a targeted resolution plan.
(5) New covered
companies that are triennial full filers. A company that becomes
a covered company and a triennial full filer after December 31, 2019
shall submit a full resolution plan on or before the next date by
which the other triennial full filers are required to submit resolution
plans pursuant to paragraph (b)(3) of this section that occurs no
earlier than 12 months after the date as of which the company became
a covered company. The company’s subsequent resolution plans
shall be of the type required to be submitted by the other triennial
full filers.
(c) Triennial reduced filers.
(1) Group members. Triennial reduced filer means any covered company that is not a
global systemically important BHC, nonbank financial company supervised
by the Board, category II banking organization, or category III banking
organization.
(2) Frequency of submission. Triennial reduced
filers shall each submit a resolution plan to the Board and the Corporation
every three years.
(3) Submission date. Triennial reduced
filers shall submit their resolution plans on or before July 1 of
each year in which a resolution plan is due.
(4) Type of resolution
plan required to be submitted. Triennial reduced filers shall
submit a reduced resolution plan.
(5) New covered
companies that are triennial reduced filers. A company that becomes
a covered company and a triennial reduced filer after December 31,
2019 shall submit a full resolution plan on or before the next date
by which the other triennial reduced filers are required to submit
resolution plans pursuant to paragraph (c)(3) of this section that
occurs no earlier than 12 months after the date as of which the company
became a covered company. The company’s subsequent resolution
plans shall be reduced resolution plans.
(d) General.
(1) Changing
filing groups. If a covered company that is a member of a filing
group specified in paragraphs (a) through (c) of this section (“original
group filer”) becomes a member of a different filing group specified
in paragraphs (a) through (c) of this section (“new group filer”),
then the covered company shall submit its next resolution plan as
follows:
(i) If the next date by which the original
group filers are required to submit their next resolution plans is
the same date by which the other new group filers are required
to submit their next resolution plans and:
(A) That date
is less than 12 months after the date as of which the covered company
became a new group filer, the covered company shall submit its next
resolution plan on or before that date. The resolution plan may be
the type of resolution plan that the original group filers are required
to submit on or before that date or the type of resolution plan that
the other new group filers are required to submit on or before that
date.
(B) That date is
12 months or more after the date as of which the covered company became
a new group filer, the covered company shall submit on or before that
date the type of resolution plan the other new group filers are required
to submit on or before that date.
(ii) If the next date by which the original
group filers are required to submit their next resolution plans is
different from the date by which the new group filers are required
to submit their next resolution plans, the covered company shall submit
its next resolution plan on or before the next date by which the other
new group filers are required to submit a resolution plan that occurs
no earlier than 12 months after the date as of which the covered company
became a new group filer. The covered company shall submit the type
of resolution plan that the other new group filers are required to
submit on or before the date the covered company is required to submit
its next resolution plan.
(iii) Notwithstanding paragraph (d)(1)(i)
or (ii) of this section, any triennial reduced filer that becomes
a biennial filer or a triennial full filer shall submit a full resolution
plan on or before the next date by which the other new group filers
are required to submit their next resolution plans that occurs no
earlier than 12 months after the date as of which the covered company
became a new group filer. After submitting a full resolution plan,
the covered company shall submit, on or before the next date that
the other new group filers are required to submit their next resolution
plans, the type of resolution plan the other new group filers are
required to submit on or before that date.
(2) Altering submission dates. Notwithstanding anything to the contrary
in this part, the Board and Corporation may jointly determine that
a covered company shall submit its resolution plan on or before a
date other than as provided in paragraphs (a) through (c) or paragraph
(d)(1) of this section. The Board and the Corporation shall provide
a covered company with written notice of a determination under this
paragraph (d)(2) no later than 12 months before the date by which
the covered company is required to submit the resolution plan.
(3) Authority to require interim updates. The
Board and the Corporation may jointly require that a covered company
submit an update to a resolution plan submitted under this part, within
a reasonable amount of time, as jointly determined by the Board and
Corporation. The Board and the Corporation shall notify the covered
company of its requirement to submit an update under this paragraph
(d)(3) in writing, and shall specify the portions or aspects of the
resolution plan the covered company shall update.
(4) Notice of
extraordinary events.
(i) In general. Each covered company shall provide the Board and the Corporation
with a notice no later than 45 days after any material merger, acquisition
of assets, or similar transaction or fundamental change to the covered
company’s resolution strategy. Such notice must describe the
event and explain how the event affects the resolvability of the covered
company. The covered company shall address any event with respect
to which it has provided notice pursuant to this paragraph (d)(4)(i)
in the following resolution plan submitted by the covered company.
(ii) Exception. A covered company shall not be required to submit
a notice under paragraph (d)(4)(i) of this section if the date by
which the covered company would be required to submit the notice under
paragraph (d)(4)(i) of this section would be within 90 days before
the date by which the covered company is required to submit a resolution
plan under this section.
(5) Authority
to require a full resolution plan submission. Notwithstanding
anything to the contrary in this part, the Board and Corporation may
jointly require a covered company to submit a full resolution plan
instead of a targeted resolution plan or a reduced resolution plan
that the covered company is otherwise required to submit under this
section. The Board and the Corporation shall provide a covered company
with written notice of a determination under this paragraph (d)(5)
no later than 12 months before the date by which the covered company
is required to submit the full resolution plan. The date on or before
which a full resolution plan must be submitted under this paragraph
(d)(5) will be the date by which the covered company would otherwise
be required to submit its upcoming targeted resolution plan or reduced
resolution plan under paragraphs (a) through (c), or (d)(1) or (2)
of this section. The requirement to submit a full resolution plan
under this paragraph (d)(5) does not alter the type of resolution
plan the covered company will subsequently be required to submit under
this section.
(6) Waivers.
(i) Authority to waive requirements. The Board and the Corporation
may jointly waive one or more of the resolution plan requirements
of section 243.5, section 243.6, or section 243.7 for one or more
covered companies for any number of resolution plan submissions. A
request pursuant to paragraph (d)(6)(ii) of this section is not required
for the Board and Corporation to exercise their authority under this
paragraph (d)(6)(i).
(ii) Waiver requests by covered companies. In connection with the submission of a full resolution plan, a triennial
full filer or triennial reduced filer that has previously submitted
a resolution plan under this part may request a waiver of one or more
of the informational content requirements of section 243.5 in accordance
with this paragraph (d)(6)(ii).
(A) A requirement to include
any of the following information is not eligible for a waiver at the
request of a triennial full filer or triennial reduced filer:
(1) Information specified in section
165(d)(1)(A) through (C) of the Dodd-Frank Act (12 U.S.C. 5365(d)(1)(A)
through (C));
(2) Any core element;
(3) Information required to be included in the public section
of a full resolution plan under section 243.11(c)(2);
(4) Information about
the remediation of any previously identified deficiency or shortcoming
unless the Board and the Corporation have jointly determined that
the triennial full filer or triennial reduced filer has satisfactorily
remedied the deficiency or addressed the shortcoming before its submission
of the waiver request; or
(5) Information about changes to the triennial full filer
or triennial reduced filer’s last submitted resolution plan
resulting from any:
(i) Change in law or regulation;
(ii) Guidance or feedback from the
Board and the Corporation; or
(iii) Any material change experienced
by the triennial full filer or triennial reduced filer since it submitted
that resolution plan.
(B) Each waiver request shall be divided into
a public section and a confidential section. A triennial full filer
or triennial reduced filer shall segregate and separately identify
the public section from the confidential section.
(1) The triennial full filer or triennial
reduced filer shall include in the confidential section of a waiver
request a clear and complete explanation of why:
(i) Each requirement sought to be
waived is not a requirement described in paragraph (d)(6)(ii)(A) of
this section;
(ii) The information sought to be waived would not be relevant to the
Board’s and Corporation’s review of the triennial full
filer or triennial reduced filer’s next full resolution plan;
and
(iii) A waiver
of each requirement would be appropriate.
(2) The triennial full
filer or triennial reduced filer shall include in the public section
of a waiver request a list of the requirements that it is requesting
be waived.
(C) A triennial full filer or triennial reduced filer may not make
more than one waiver request for any full resolution plan submission
and any waiver request must be made in writing no later than 18 months
before the date by which the triennial full filer or triennial reduced
filer is required to submit the full resolution plan.
(D) The Board and Corporation
may jointly approve or deny a waiver request, in whole or in part,
in their discretion. Unless the Board and the Corporation have jointly
approved a waiver request, the waiver request will be deemed denied
on the date that is 12 months before the date by which the triennial
full filer or triennial reduced filer is required to submit the full
resolution plan to which the waiver request relates.
(E) An approved waiver request under this
paragraph (d)(6)(ii) is effective for only the full resolution plan
that immediately follows submission of the waiver request.
(e) Access to information. In order to allow evaluation of a resolution
plan, each covered company must provide the Board and the Corporation
such information and access to personnel of the covered company as
the Board and the Corporation jointly determine during the period
for reviewing the resolution plan is necessary to assess the credibility
of the resolution plan and the ability of the covered company to implement
the resolution plan. In order to facilitate review of any waiver request
by a covered company under section 243.3(a)(2) or paragraph (d)(6)(ii)
of this section, or any joint identification of a critical operation
of a covered company under section 243.3(b), each covered company
must provide such information and access to personnel of the covered
company as the Board and the Corporation jointly determine is necessary
to evaluate the waiver request or whether the operation is a critical
operation. The Board and the Corporation will rely to the fullest
extent possible on examinations conducted by or on behalf of the appropriate
Federal banking agency for the relevant company.
(f) Board of directors approval of resolution
plan. Before submission of a resolution plan under paragraphs
(a) through (c) of this section, the resolution plan of a covered
company shall be approved by:
(1) The board of directors of the covered
company and noted in the minutes; or
(2) In the case of a foreign-based covered
company only, a delegee acting under the express authority of the
board of directors of the covered company to approve the resolution
plan.
(g) Resolution plans provided to the Council. The Board shall make
the resolution plans and updates submitted by the covered company
pursuant to this section available to the Council upon request.
(h) Required and prohibited
assumptions. In preparing its resolution plan, a covered company
shall:
(1) Take into account
that the material financial distress or failure of the covered company
may occur under the severely adverse economic conditions provided
to the covered company by the Board pursuant to 12 U.S.C. 5365(i)(1)(B);
(2) Not rely on the provision
of extraordinary support by the United States or any other government
to the covered company or its subsidiaries to prevent the failure
of the covered company, including any resolution
actions taken outside the United States that would eliminate the need
for any of a covered company’s U.S. subsidiaries to enter into
resolution proceedings; and
(3) With respect to foreign banking organizations,
not assume that the covered company takes resolution actions outside
of the United States that would eliminate the need for any U.S. subsidiaries
to enter into resolution proceedings.
(i) Point of contact. Each covered
company shall identify a senior management official at the covered
company responsible for serving as a point of contact regarding the
resolution plan of the covered company.
(j) Incorporation of previously submitted resolution
plan information by reference. Any resolution plan submitted
by a covered company may incorporate by reference information from
a resolution plan previously submitted by the covered company to the
Board and the Corporation, provided that:
(1) The resolution plan seeking to incorporate
information by reference clearly indicates:
(i) The information
the covered company is incorporating by reference; and
(ii) Which of the covered
company’s previously submitted resolution plan(s) originally
contained the information the covered company is incorporating by
reference and the specific location of the information in the covered
company’s previously submitted resolution plan; and
(2) The covered company
certifies that the information the covered company is incorporating
by reference remains accurate in all respects that are material to
the covered company’s resolution plan.
(k) Initial resolution plans
after effective date.
(1) Notwithstanding anything to the contrary
in paragraphs (a) through (c) or (d)(1) of this section, each company
that is a covered company as of December 31, 2019 is required to submit
its initial resolution plan after December 31, 2019, as provided in
this paragraph (k). The submission date and resolution plan type for
each subsequent resolution plan will be determined pursuant to paragraphs
(a) through (d) of this section.
(i) Biennial filers. Each covered company that is a biennial filer
on October 1, 2020 and remains a biennial filer as of July 1, 2021,
is required to submit a targeted resolution plan pursuant to paragraph
(a)(4) of this section on or before July 1, 2021.
(ii) Triennial
full filers. Each covered company that is a triennial full filer
on October 1, 2020 and remains a triennial full filer as of July 1,
2021 is required to submit a targeted resolution plan pursuant to
paragraph (b)(3) of this section on or before July 1, 2021.
(iii) Triennial reduced filers. Each covered
company that is a triennial reduced filer on October 1, 2020 and remains
a triennial reduced filer as of July 1, 2022 is required to submit
a reduced resolution plan pursuant to paragraph (c)(3) of this section
on or before July 1, 2022.
(2) With respect to any company that is
a covered company as of December 31, 2019, and changes filings groups
specified in paragraphs (a) through (c) of this section after October
1, 2020 and before the date by which it would be required to submit
a resolution plan under paragraph (k)(1) of this section, the requirements
for its initial resolution plan after it changes filing groups will
be determined pursuant to paragraph (d)(1) of this section.
(3) Notwithstanding anything
to the contrary in this paragraph (k), a covered company that has
been jointly directed by the Board and the Corporation before December
31, 2019, to submit a resolution plan on or before July 1, 2020 describing
changes it has made to its most recent resolution plan submission
to address each shortcoming the agencies identified in that resolution
plan shall submit a responsive resolution plan on or before July 1,
2020 in addition to any resolution plan that such covered company
is otherwise required to submit under this section. The requirement
to submit such a resolution plan on or before July 1, 2020 does not
alter the timing or type of resolution plan any such covered company
is required to submit under this section after July 1, 2020.
