(c) Mergers and consolidations.
(1) Except with the prior written approval
of the responsible agency, which shall in every case referred to in
this paragraph be the Corporation, no insured depository institution
shall—
(A) merge or consolidate with any noninsured
bank or institution;
(B) assume liability to pay any deposits (including liabilities which
would be “deposits” except for the proviso in section 3(1)(5) of this
Act) made in, or similar liabilities of, any noninsured bank or institution;
or
(C) transfer
assets to any noninsured bank or institution in consideration of the
assumption of liabilities for any portion of the deposits made in
such insured bank.
1-387
(2) No insured depository institution shall
merge or consolidate with any other insured depository institution
or, either directly or indirectly, acquire the assets of, or assume
liability to pay any deposits made in, any other insured depository
institution except with the prior written approval of the responsible
agency, which shall be—
(A) the Comptroller of the Currency
if the acquiring, assuming, or resulting bank is to be a national
bank or a Federal savings association;
(B) the Board of Governors of the Federal
Reserve System if the acquiring, assuming, or resulting bank is to
be a State member bank; and
(C) the Corporation if the acquiring,
assuming, or resulting bank is to be a State nonmember insured bank
or a State savings association.
1-388
(3) Notice of any proposed transaction
for which approval is required under paragraph (1) or (2) (referred
to hereafter in this subsection as a “merger transaction”) shall,
unless the responsible agency finds that it must act immediately in
order to prevent the probable failure of one of the banks involved,
be published—
(A) prior to the granting of approval
of such transaction,
(B) in a form approved by the responsible agency.
(C) at appropriate intervals during
a period at least as long as the period allowed for furnishing reports
under paragraph (4) of this subsection, and
(D) in a newspaper of general circulation
in the community or communities where the main offices of the banks
involved are located, or, if there is no such newspaper in any such
community, then in the newspaper of general circulation published
nearest thereto.
1-389
(4) (A) In the interests
of uniform standards and subject to subparagraph (B), before acting
on any application for approval of a merger transaction, the responsible
agency shall—
(i) request a report on the competitive factors
involved from the Attorney General of the United States; and
(ii) provide a copy of the request
to the Corporation (when the Corporation is not the responsible agency).
(B)
The report requested under subparagraph (A) shall be furnished by
the Attorney General to the responsible agency—
(i) not later
than 30 calendar days after the date on which the Attorney General
received the request; or
(ii) not later than 10 calendar days after such date, if the requesting
agency advises the Attorney General that an emergency exists requiring
expeditious action.
(C) A responsible agency may not be
required to request a report under subparagraph (A) if—
(i) the responsible
agency finds that it must act immediately in order to prevent the
probable failure of 1 of the insured depository institutions involved
in the merger transaction; or
(ii) the merger transaction involves solely
an insured depository institution and 1 or more of the affiliates
of such depository institution.
1-390
(5) The responsible agency shall not approve—
(A) any proposed merger transaction which would result in a monopoly,
or which
would be in furtherance of any combination or conspiracy to monopolize
or to attempt to monopolize the business of banking in any part of
the United States, or
(B) any other proposed merger transaction whose effect in any section
of the country may be substantially to lessen competition, or to tend
to create a monopoly, or which in any other manner would be in restraint
of trade, unless it finds that the anticompetitive effects of the
proposed transaction are clearly outweighed in the public interest
by the probable effect of the transaction in meeting the convenience
and needs of the community to be served.
In every case, the responsible agency shall take into
consideration the financial and managerial resources and future prospects
of the existing and proposed institutions, the convenience and needs
of the community to be served, and the risk to the stability of the
United States banking or financial system.
1-391
(6) The responsible agency shall immediately
notify the Attorney General of any approval by it pursuant to this
subsection of a proposed merger transaction. If the agency has found
that it must act immediately to prevent the probable failure of one
of the insured depository institutions involved, or if the proposed
merger transaction is solely between an insured depositiory institution
and 1 or more of its affiliates, and the report on the competitive
factors has been dispensed with, the transaction may be consummated
immediately upon approval by the agency. If the agency has advised
the Attorney General under paragraph (4)(B)(ii) of the existence of
an emergency requiring expeditious action and has requested a report
on the competitive factors within 10 days, the transaction may not
be consummated before the fifth calendar day after the date of approval
by the agency. In all other cases, the transaction may not be consummated
before the thirtieth calendar day after the date of approval by the
agency or, if the agency has not received any adverse comment from
the Attorney General of the United States relating to competitive
factors, such shorter period of time as may be prescribed by the agency
with the concurrence of the Attorney General, but in no event less
than 15 calendar days after the date of approval.
1-392
(7) (A)
Any action brought under the antitrust laws arising out of a merger
transaction shall be commenced prior to the earliest time under paragraph
(6) at which a merger transaction approved under paragraph (5) might
be consummated. The commencement of such an action shall stay the
effectiveness of the agency’s approval unless the court shall otherwise
specifically order. In any such action, the court shall review de
novo the issues presented.
(B) In any judicial proceeding attacking
a merger transaction approved under paragraph (5) on the ground that
the merger transaction alone and of itself constituted a violation
of any antitrust laws other than section 2 of the Act of July 2, 1890
(section 2 of the Sherman Antitrust Act, 15 U.S.C. 2), the standards
applied by the court shall be identical with those that the banking
agencies are directed to apply under paragraph (5).
(C) Upon the consummation of a merger
transaction in compliance with this subsection and after the termination
of any antitrust litigation commenced within the period prescribed
in the paragraph, or upon the termination of such period if no such
litigation is commenced therein, the transaction may not thereafter
be attacked in any judicial proceeding on the ground that it alone
and of itself constituted a violation of any antitrust laws other
than section 2 of the Act of July 2, 1890 (section 2 of the Sherman
Antitrust Act, 15 U.S.C. 2), but nothing in this subsection shall
exempt any bank resulting from a merger transaction from complying
with the antitrust laws after the consummation of such transaction.
(D) In any action brought
under the antitrust laws arising out of a merger transaction approved
by a Federal supervisory agency pursuant to this subsection, such
agency, and any State banking supervisory agency having jurisdiction
within the State involved, may appear as a party of its own motion
and of right, and be represented by its counsel.
(8) For the purposes of
this subsection, the term “antitrust laws” means the Act of July 2,
1890 (the Sherman Antitrust Act, 15 U.S.C. 1-7), the Act of October
15, 1914 (the Clayton Act, 15 U.S.C. 12-27), and any other Acts in
pari materia.
1-393
(9) Each of the responsible
agencies shall include in its annual report to the Congress a description
of each merger transaction approved by it during the period covered
by the report, along with—
(A) the name and total resources of
each bank involved;
(B) whether a report was submitted by the Attorney General under
paragraph (4), and, if so, a summary by the Attorney General of the
substance of such report; and
(C) a statement by the responsible agency
of the basis for its approval.
1-394
(10) Until June 30, 1976, the responsible
agency shall not grant any approval required by law which has the
practical effect of permitting a conversion from the mutual to the
stock form of organization, including approval of any application
pending on the date of enactment of this subsection, except that this
sentence shall not be deemed to limit now or hereafter the authority
of the responsible agency to grant approvals in cases where the responsible
agency finds that it must act in order to maintain the safety, soundness,
and stability of an insured depository institution. The responsible
agency may by rule, regulation, or otherwise and under such civil
penalties (which shall be cumulative to any other remedies) as it
may prescribe take whatever action it deems necessary or appropriate
to implement or enforce this subsection.
(11) In every case, the responsible agency,
shall take into consideration the effectiveness of any insured depository
institution involved in the proposed merger transaction in combatting
money laundering activities, including in overseas branches.
(12) The provisions of this
subsection do not apply to any merger transaction involving a foreign
bank if no party to the transaction is principally engaged in business
in the United States.
(13) The provisions of this subsection shall not apply to any transaction
where the acquiring, assuming, or resulting institution is an insured
Federal savings bank or an institution insured by the Federal Savings
and Loan Insurance Corporation, except that any insured bank involved
in the transaction shall notify the Corporation in writing at least
30 days prior to consummation of the transaction and, if any approval
by the Director of the Office of Thrift Supervision or the Federal
Savings and Loan Insurance Corporation is required in connection therewith,
such approving authority shall provide the Corporation with notification
of the application for approval, shall consult with the Corporation
before disposing of the application, and shall provide notification
to the Corporation of the determination with respect to said application.
[12
USC 1828(c). As amended by acts of May 13, 1960 (74 Stat. 129); Feb.
21, 1966 (80 Stat. 7); Oct. 28, 1974 (88 Stat. 1505); Nov. 10, 1978
(92 Stat. 3675); Oct. 15, 1982 (96 Stat. 1474); Aug. 10, 1987 (101
Stat. 632); Aug. 9, 1989 (103 Stat. 187, 188, 266); Sept. 23, 1994
(108 Stat. 2226, 2227, 2290); Oct. 26, 2001 (115 Stat. 319); Oct.
30, 2004 (118 Stat. 2231); Oct. 13, 2006 (120 Stat. 1981); and July
21, 2010 (124 Stat. 1553, 1602).]
(g) [Repealed by act of July 21, 2010 (124 Stat.
1640).]
1-396
(i) Reduction or retirement
of capital; conversion to insured State bank.
(1) No insured State nonmember bank shall,
without the prior consent of the Corporation, reduce the amount or
retire any part of its common or preferred capital stock, or retire
any part of its capital notes or debentures.
(2) No insured Federal depository institution
shall convert into an insured State depository institution if its
capital stock or its surplus will be less than the capital stock or
surplus, respectively, of the converting bank at the time of the shareholder’s
meeting approving such conversion, without the prior written consent
of—
(A) the Board of Governors of the Federal
Reserve System if the resulting bank is to be a State member bank;
(B) the Corporation
if the resulting bank is to be a State nonmember insured bank; and
(C) the Corporation
if the resulting institution is to be an insured State savings association.
1-397
(3) Without the prior
written consent of the Corporation, no insured depository institution
shall convert into a noninsured bank or institution.
(4) In granting or withholding consent
under this subsection, the responsible agency shall consider—
(A) The
financial history and conditions of the bank,
(B) the adequacy of its capital structure,
(C) its future earnings
prospects,
(D) the
general character of its management,
(E) the convenience and needs of the
community to be served, and
(F) whether or not its corporate powers
are consistent with the purposes of this Act.
(5) Nothing in this subsection
shall apply to a conversion of an insured depository institution to
an insured institution pursuant to section 403(e) of the National
Housing Act (12 U.S.C. 1726(e)).
[12 USC 1828(i). As
added by act of Feb. 21, 1966 (80 Stat. 1) and amended by acts of
Aug. 10, 1987 (101 Stat. 633); Aug. 9, 1989 (103 Stat. 187, 267);
Oct. 30, 2004 (118 Stat. 2231); and July 21, 2010 (124 Stat. 1553).]
1-398
(j) Restrictions on transactions
with affiliates and insiders.
(1) (A) Sections
23A and 23B of the Federal Reserve Act shall apply with respect to
every nonmember insured bank in the same manner and to the same extent
as if the nonmember insured bank were a member bank.
(B) For the purpose of subparagraph
(A), any company that would be an affiliate (as defined in sections
23A and 23B) of a nonmember insured bank if the nonmember insured
bank were a member bank shall be deemed to be an affiliate of that
nonmember insured bank.
(2) Subsections (g) and (h) of section
22 of the Federal Reserve Act shall apply with respect to every nonmember
insured bank in the same manner and to the same extent as if the nonmember
insured bank were a member bank.
1-398.1
(3) (A) Paragraph
(1) shall not apply with respect to a foreign bank solely because
the foreign bank has an insured branch.
(B) Paragraph (2) shall not apply with
respect to a foreign bank solely because the foreign bank has an insured
branch, but shall apply with respect to the insured branch.
(C) For purposes of this
paragraph, the term “foreign bank” has the same meaning as in section
1(b)(7) of the International Banking Act of 1978.
[12
USC 1828(j). As added by act of July 1, 1966 (80 Stat. 242) and amended
by acts of Nov. 10, 1978 (92 Stat. 3664); Oct. 15, 1982 (96 Stat.
1474, 1522, 1523); Aug. 10, 1987 (101 Stat. 566, 567); Aug. 9, 1989
(103 Stat. 460); and Dec. 19, 1991 (105 Stat. 2359).]
1-398.2
(n) Calculation of capital. No appropriate Federal banking agency shall allow any insured depository
institution to include an unidentifiable intangible asset in its calculation
of compliance
with the appropriate capital standard, if such unidentifiable intangible
asset was acquired after April 12, 1989, except to the extent permitted
under section 1464(t) of this title.
[12 USC 1828(n). As
added by act of Aug. 9, 1989 (103 Stat. 267). Section 1464(t) of USC
title 12, referred to in the text, deals with the capital standards
applicable to federal savings associations.]
1-398.21
(o) Real estate lending.
(1) Not more than 9 months after the date
of enactment of the Federal Deposit Insurance Corporation Improvement
Act of 1991, each appropriate Federal banking agency shall adopt uniform
regulations prescribing standards for extensions of credit that are—
(A) secured by liens on interests in real estate; or
(B) made for the purpose of financing
the construction of a building or other improvements to real estate.
(2) (A) In prescribing standards
under paragraph (1), the agencies shall consider—
(i) the risk posed
to the Deposit Insurance Fund by such extensions of credit;
(ii) the need for safe and sound
operation of insured depository institutions; and
(iii) the availability of credit.
(B) In prescribing
standards under paragraph (1), the appropriate Federal banking agencies
may differentiate among types of loans—
(i) as may be required by
Federal statute;
(ii)
as may be warranted, based on the risk to the Deposit Insurance Fund;
or
(iii) as may be warranted,
based on the safety and soundness of the institutions.
1-398.22
(3) No appropriate Federal
banking agency shall adversely evaluate an investment or a loan made
by an insured depository institution, or consider such a loan to be
nonperforming, solely because the loan is made to or the investment
is in commercial, residential, or industrial property, unless such
investment or loan may affect the institution’s safety and soundness.
(4) The regulations adopted
under paragraph (1) shall become effective not later than 15 months
after the date of enactment of the Federal Deposit Insurance Corporation
Improvement Act of 1991. Such regulations shall continue in effect
except as uniformly amended by the appropriate Federal banking agencies,
acting in concert.
[12 USC 1828(o). As
added by act of Dec. 19, 1991 (105 Stat. 2354) and amended by act
of Feb. 15, 2006 (119 Stat. 3615).]
1-398.23
(p) Periodic review of capital standards. Each
appropriate Federal banking agency shall, in consultation with the
other Federal banking agencies, biennially review its capital standards
for insured depository institutions to determine whether those standards
require sufficient capital to facilitate prompt corrective action
to prevent or minimize loss to the Deposit Insurance Fund, consistent
with section 38.
[12 USC 1828(p). As
added by act of Dec. 19, 1991 (105 Stat. 2354). Added as subsection
(o); redesignated subsection (p) by act of Oct. 28, 1992 (106 Stat.
4086) and amended by act of Feb. 15, 2006 (119 Stat. 3615).]
1-398.24
(q) Sovereign risk. Section 25C of the Federal Reserve Act shall apply to every nonmember
insured bank in the same manner and to the same extent as if the nonmember
insured bank were a member bank.
[12 USC 1828(q). As
added by act of Sept. 23, 1994 (108 Stat. 2229).]
1-398.25
(r)
Subsidiary depository institutions as agents for certain affiliates. ** Effective
September 23, 1995.
(1) Any bank subsidiary of a bank holding
company may receive deposits, renew time deposits, close loans, service
loans, and receive payments on loans and other obligations as an agent
for a depository institution affiliate.
(2) Notwithstanding any other provision
of law,
a bank acting as an agent in accordance with paragraph (1) for a depository
institution affiliate shall not be considered to be a branch of the
affiliate.
(3) A depository
institution may not—
(A) conduct any activity as an agent
under paragraph (1) or (6) which such institution is prohibited from
conducting as a principal under any applicable Federal or State law;
or
(B) as a principal,
have an agent conduct any activity under paragraph (1) or (6) which
the institution is prohibited from conducting under any applicable
Federal or State law.
(4) No provision of this subsection shall
be construed as affecting—
(A) the authority of any depository
institution to act as an agent on behalf of any other depository institution
under any other provision of law; or
(B) whether a depository institution
which conducts any activity as an agent on behalf of any other depository
institution under any other provision of law shall be considered to
be a branch of such other institution.
1-398.26
(5) An agency relationship between depository
institutions under paragraph (1) or (6) shall be on terms that are
consistent with safe and sound banking practices and all applicable
regulations of any appropriate Federal banking agency.
(6) An insured savings association
which was an affiliate of a bank on July 1, 1994, may conduct activities
as an agent on behalf of such bank in the same manner as an insured
bank affiliate of such bank may act as agent for such bank under this
subsection to the extent such activities are conducted only in—
(A) any State in which—
(i) the bank is not prohibited from operating
a branch under any provision of Federal or State law; and
(ii) the savings association maintained
an office or branch and conducted business as of July 1, 1994; or
(B)
any State in which—
(i) the bank is not expressly prohibited from
operating a branch under a State law described in section 44(a)(2);
and
(ii) the savings association
maintained a main office and conducted business as of July 1, 1994.
[12 USC 1828(r). As
added by act of Sept. 23, 1994 (108 Stat. 2342).]
1-398.27
(s) Prohibition on certain affiliations.
(1) No depository institution
may be an affiliate of, be sponsored by, or accept financial support,
directly or indirectly, from any Government-sponsored enterprise.
(2) Paragraph (1) shall
not apply with respect to the membership of a depository institution
in a Federal home loan bank.
(3) Paragraph (1) shall not apply with
respect to advances or other forms of financial assistance provided
by a Government-sponsored enterprise pursuant to the statutes governing
such enterprise.
(4) (A) This subsection shall not
apply to any arrangement between the Holding Company (or any subsidiary
of the Holding Company other than the Student Loan Marketing Association)
and a depository institution, if the Secretary approves the affiliation
and determines that—
(i) the reorganization of such Association
in accordance with section 440 of the Higher Education Act of 1965,
as amended, will not be adversely affected by the arrangement;
(ii) the dissolution of the
Association pursuant to such reorganization will occur before the
end of the 2-year period beginning on the date on which such arrangement
is consummated or on such earlier date as the Secretary deems appropriate: Provided, That the Secretary may extend this period for not more
than 1 year at a time if the Secretary determines that such extension
is in the public interest and is appropriate to achieve an orderly
reorganization
of the Association or to prevent market disruptions in connection
with such reorganization, but no such extensions shall in the aggregate
exceed 2 years;
(iii)
the Association will not purchase or extend credit to, or guarantee
or provide credit enhancement to, any obligation of the depository
institution;
(iv) the operations
of the Association will be separate from the operations of the depository
institution; and
(v) until
the “dissolution date” (as that term is defined in section 440 of
the Higher Education Act of 1965, as amended) has occurred, such depository
institution will not use the trade name or service mark “Sallie Mae”
in connection with any product or service it offers if the appropriate
Federal banking agency for such depository institution determines
that—
(I) the depository institution
is the only institution offering such product or service using the
“Sallie Mae” name; and
(II) such use would result in the depository institution having an
unfair competitive advantage over other depository institutions.
(B) In approving any arrangement referred
to in subparagraph (A) the Secretary may impose any terms and conditions
on such an arrangement that the Secretary considers appropriate, including—
(i) imposing additional restrictions on the issuance of debt obligations
by the Association; or
(ii) restricting the use of proceeds from the issuance of such debt.
(C)
In the event that the Holding Company (or any subsidiary of the Holding
Company) enters into such an arrangement, the value of the Association’s
“investment portfolio” shall not at any time exceed the lesser of—
(i) the value of such portfolio on the date of the enactment of this
subsection; or
(ii) the
value of such portfolio on the date such an arrangement is consummated.
The term “investment portfolio” shall mean all investments shown on
the consolidated balance sheet of the Association other than—
(I) any instrument or assets described in
section 439(d) of the Higher Education Act of 1965, as such section
existed on the day before the date of the repeal of such section;
(II) any direct noncallable
obligations of the United States or any agency thereof for which the
full faith and credit of the United States is pledged; or
(III) cash or cash equivalents.
(D) The terms and conditions imposed
under subparagraph (B) may be enforced by the Secretary in accordance
with section 440 of the Higher Education Act of 1965.
(E) For purposes of this paragraph,
the following definition shall apply—
(i) Notwithstanding any provision
in section 3, the terms “Association” and “Holding Company” have the
same meanings as in section 440(i) of the Higher Education Act of
1965.
(ii) The term “Secretary”
means the Secretary of the Treasury.
(5) For purposes of this
subsection, the term “Government-sponsored enterprise” has the meaning
given to such term in section 1404(e)(1)(A) of the Financial Institutions
Reform, Recovery, and Enforcement Act of 1989.
[12 USC 1828(s). As
added by act of Sept. 30, 1996 (110 Stat. 3009-479) and amended by
acts of Oct. 21, 1998 (112 Stat. 2681-854) and Aug. 14, 2008 (122
Stat. 3258).]
1-398.28
(t) Recordkeeping
requirements.
(1) Each appropriate Federal banking agency,
after consultation with and consideration of the views of the Commission,
shall establish recordkeeping requirements for banks relying on exceptions
contained in paragraphs (4) and (5) of section 3(a) of the Securities
Exchange Act of 1934. Such recordkeeping requirements shall be sufficient
to demonstrate compliance with the terms of such exceptions and be
designed to facilitate compliance with such exceptions.
(2) Each appropriate Federal
banking agency shall make any information required under paragraph
(1) available to the Commission upon request. Notwithstanding any
other provision of law, the Commission shall not be compelled to disclose
any such information. Nothing in this paragraph shall authorize the
Commission to withhold information from Congress, or prevent the Commission
from complying with a request for information from any other Federal
department or agency or any self-regulatory organization requesting
the information for purposes within the scope of its jurisdiction,
or complying with an order of a court of the United States in an action
brought by the United States or the Commission. For purposes of section
552 of title 5, United States Code, this paragraph shall be considered
a statute described in subsection (b)(3)(B) of such section 552.
(3) As used in this subsection
the term ‘Commission’ means the Securities and Exchange Commission.
[12
USC 1828(t). As added by act of Nov. 12, 1999 (113 Stat. 1391).]
1-398.29
(u) Limitation on claims.
(1) No person may bring a
claim against any Federal banking agency (including in its capacity
as conservator or receiver) for the return of assets of an affiliate
or controlling shareholder of the insured depository institution transferred
to, or for the benefit of, an insured depository institution by such
affiliate or controlling shareholder of the insured depository institution,
or a claim against such Federal banking agency for monetary damages
or other legal or equitable relief in connection with such transfer,
if at the time of the transfer—
(A) the insured depository
institution is subject to any direction issued in writing by a Federal
banking agency to increase its capital; and
(B) for that portion of the transfer
that is made by an entity covered by section 5(g) of the Bank Holding
Company Act of 1956 or section 45 of this Act, the Federal banking
agency has followed the procedure set forth in such section.
(2) For purposes of paragraph
(1), the term “claim”—
(A) means a cause of action based on
Federal or State law that—
(i) provides for the avoidance
of preferential or fraudulent transfers or conveyances; or
(ii) provides similar remedies
for preferential or fraudulent transfers or conveyances; and
(B) does not include
any claim based on actual intent to hinder, delay, or defraud pursuant
to such a fraudulent transfer or conveyance law.
[12
USC 1828(u). As added by act of Nov. 12, 1999 (113 Stat. 1476) and
redesignated by act of Dec. 27, 2000 (114 Stat. 3034). As amended
by act of Oct. 13, 2006 (120 Stat. 1985).]
1-398.3
(v) Loans by insured institutions on their
own stock.
(1) No insured depository institution may
make any loan or discount on the security of the shares of its own
capital stock.
(2)
For purposes of this subsection, an insured depository institution
shall not be deemed to be making a loan or discount on the security
of the shares of its own capital stock if it acquires the stock to
prevent loss upon a debt previously contracted for in good faith.
[12
USC 1828(v). As added by act of Dec. 27, 2000 (114 Stat. 3034).]
1-398.4
(w) Written employment references
may contain suspicions of involvement in illegal activity.
(1) Notwithstanding any other
provision of law, any insured depository institution, and any director,
officer, employee, or agent of such institution, may disclose in any
written employment reference relating to a current or former
institution-affiliated party of such institution which is provided
to another insured depository institution in response to a request
from such other institution, information concerning the possible involvement
of such institution-affiliated party in potentially unlawful activity.
(2) Nothing in paragraph
(1) shall be construed, by itself, to create any affirmative duty
to include any information described in paragraph (1) in any employment
reference referred to in paragraph (1).
(3) Notwithstanding any other provision
of this subsection, voluntary disclosure made by an insured depository
institution, and any director, officer, employee, or agent of such
institution, under this subsection concerning potentially unlawful
activity that is made with malicious intent, shall not be shielded
from liability from the person identified in the disclosure.
(4) For purposes of this subsection,
the term “insured depository institution” includes any uninsured branch
or agency of a foreign bank.
[12 USC 1828(w). As
added by act of Oct. 26, 2001 (115 Stat. 324) and amended by act of
Dec. 17, 2004 (118 Stat. 3747).]
1-398.41
(x) Privileges not affected by disclosure to banking
agency or supervisor.
(1) The submission by any person of any
information to any Federal banking agency, State bank supervisor,
or foreign banking authority for any purpose in the course of any
supervisory or regulatory process of such agency, supervisor, or authority
shall not be construed as waiving, destroying, or otherwise affecting
any privilege such person may claim with respect to such information
under Federal or State law as to any person or entity other than such
agency, supervisor, or authority.
(2) No provision of paragraph (1) may be
construed as implying or establishing that—
(A) any person waives
any privilege applicable to information that is submitted or transferred
under any circumstance to which paragraph (1) does not apply; or
(B) any person would
waive any privilege applicable to any information by submitting the
information to any Federal banking agency, State bank supervisor,
or foreign banking authority, but for this subsection.
[12
USC 1828(x). As added by act of Oct. 13, 2006 (120 Stat. 1982).]
1-398.42
(y) State lending limit treatment of
derivatives transactions. An insured State bank may engage in
a derivative transaction, as defined in section 84(b)(3) of this title,
only if the law with respect to lending limits of the State in which
the insured State bank is chartered takes into consideration credit
exposure to derivative transactions.
[12 USC 1828(y). As
added by act of July 21, 2010 (124 Stat. 1612).]
1-398.43
(z) General prohibition on sale of assets.
(1) An insured depository
institution may not purchase an asset from, or sell an asset to, an
executive officer, director, or principal shareholder of the insured
depository institution, or any related interest of such person (as
such terms are defined in section 375b of this title), unless—
(A) the transaction
is on market terms; and
(B) if
the transaction represents more than 10 percent of the capital stock
and surplus of the insured depository institution, the transaction
has been approved in advance by a majority of the members of the board
of directors of the insured depository institution who do not have
an interest in the transaction.
(2) The Board of Governors of the Federal
Reserve System may issue such rules as may be necessary to define
terms and to carry out the purposes this subsection. Before proposing
or adopting a rule under this paragraph, the Board of Governors of
the Federal Reserve System shall consult with the Comptroller of the
Currency and the Corporation as to the terms of the rule.
[12 USC 1828(z). As added by act of July 21, 2010 (124 Stat.
1614).]
1-398.44
(aa) Treatment of certain municipal
obligations.
(1)
In this subsection—
(A) the term “investment grade”, with respect to an obligation, has
the meaning given the term in section 1.2 of title 12, Code of Federal
Regulations, or any successor thereto;
(B) the term “liquid and readily-marketable”
has the meaning given the term in section 249.3 of title 12, Code
of Federal Regulations, or any successor thereto; and
(C) the term “municipal obligation”
means an obligation of—
(i) a State or any political subdivision thereof; or
(ii) any agency or instrumentality of a State
or any political subdivision thereof.
(2) For purposes of the final rule
entitled “Liquidity Coverage Ratio: Liquidity Risk Measurement Standards”
(79 Fed. Reg. 61439 (October 10, 2014)), the final rule entitled “Liquidity
Coverage Ratio: Treatment of U.S. Municipal Securities as High-Quality
Liquid Assets” (81 Fed. Reg. 21223 (April 11, 2016)), and any other
regulation that incorporates a definition of the term “high-quality
liquid asset” or another substantially similar term, the appropriate
Federal banking agencies shall treat a municipal obligation as a high-quality
liquid asset that is a level 2B liquid asset if that obligation is,
as of the date of calculation—
(A) liquid and readily-marketable; and
(B) investment grade.
[12 USC 1828(aa). As added by act of May 24, 2018
(132 Stat. 1360).]
