(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.
