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Depository Institution Management Interlocks Act

12 USC 3201 et seq.; 92 Stat. 3672; Pub. L. 95-630, Financial Institutions Regulatory and Interest Rate Control Act, Title II (November 10, 1978)
  • Section
  • 201 
    Short title
  • 202 
    Definitions
  • 203 
    Management official of unaffiliated institution or company in same area
  • 204 
    Management official of $2.5 billion institution or company as management official of unaffiliated institution or company
  • 205 
    Exceptions
  • 206 
    Management official in position prior to November 10, 1978
  • 207 
    Administration and enforcement
  • 209 
    Rules and regulations
  • 210 
    Functions and powers of attorney general and assistant attorney general
  • 210A 
    Powers available to attorney general for enforcement
3-801

FIRA, TITLE II—Interlocking Directors

SECTION 201—Short Title
This title may be cited as the “Depository Institution Management Interlocks Act”.
[12 USC 3201 note.]

SECTION 202—Definitions

As used in this title—
(1) the term “depository institution” means a commercial bank, a savings bank, a trust company, a savings and loan association, a building and loan association, a homestead association, a cooperative bank, an industrial bank, or a credit union;
(2) the term “depository holding company” means a bank holding company as defined in section 2(a) of the Bank Holding Company Act of 1956, a company which would be a bank holding company as defined in section 2(a) of the Bank Holding Company Act of 1956 but for the exemption contained in section 2(a)(5)(F) thereof, or a savings and loan holding company as defined in section 408(a)(1)(d) of the National Housing Act;
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(3) the characterization of any corporation (including depository institutions and depository holding companies), as an “affiliate of,” or as “affiliated” with any other corporation means that—
(A) one of the corporations is a depository holding company and the other is a subsidiary thereof, or both corporations are subsidiaries of the same depository holding company, as the term “subsidiary” is defined in either section 2(d) of the Bank Holding Company Act of 1956 in the case of a bank holding company or section 408(a)(1)(H) of the National Housing Act in the case of a savings and loan holding company; or
(B) more than 25 percent of the voting stock of one corporation is beneficially owned in the aggregate by one or more persons who also beneficially own in the aggregate more than 25 percent of the voting stock of the other corporation; or
(C) one of the corporations is a trust company all of the stock of which, except for directors qualifying shares, was owned by one or more mutual savings bank on the date of enactment of this Act, and the other corporation is a mutual savings bank; or
(D) one of the corporations is a bank, insured by the Federal Deposit Insurance Corporation and chartered under State law, and is a bankers’ bank, described in Paragraph Seventh of section 5136 of the Revised Statutes; or
(E) one of the corporations is a bank, chartered under State law and insured by the Federal Deposit Insurance Corporation, the voting securities of which are held only by persons who are officers of other banks, as permitted by State law, and which bank is primarily engaged in providing banking services for other banks and not the public: Provided, however, That in no case shall the voting securities of such corporation be held by such officers of the other banks in excess of 6 per centum of the paid-in capital and 6 per centum of the surplus of such a bank.
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(4) the term “management official” means an employee or officer with management functions, a director (including an advisory or honorary director except in the case of a depository institution with total assets of less than $100,000,000), a trustee of a business organization under the control of trustees, or any person who has a representative or nominee serving in any such capacity: Provided, That if a corporator, trustee, director, or other officer of a State-chartered savings bank or cooperative bank is specifically authorized under the laws of the State in which said institution is located to serve as a trustee, director, or other officer of a State-chartered trust company which does not make real estate mortgage loans and does not accept savings deposits from natural persons, then, for the purposes of this title, such corporator, trustee, director, or other officer shall not be deemed to be a management official of such trust company: And provided further, That if a management official of a State-chartered trust company which does not make real estate mortgage loans and does not accept savings deposits from natural persons is specifically authorized under the laws of the State in which said institution is located to serve as a corporator, trustee, director, or other officer of a State-chartered savings bank or cooperative bank, then, for the purposes of this title, such management official shall not be deemed to be a management official of any such savings bank or cooperative bank;
(5) the term “office” used with reference to a depository institution means either a principal office or a branch; and
(6) the term “appropriate Federal depository institutions regulatory agency” means, with respect to any depository institution or depository holding company, the agency referred to in section 209 in connection with such institution or company.
[12 USC 3201. As amended by acts of Nov. 10, 1988 (102 Stat. 3819, 3820) and Sept. 23, 1994 (108 Stat. 2227).]
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SECTION 203—Management Official of Unaffiliated Institution or Company in Same Area

A management official of a depository institution or a depository holding company may not serve as a management official of any other depository institution or depository holding company not affiliated therewith if an office of one of the institutions or any depository institution that is an affiliate of such institutions is located within either—
(1) the same primary metropolitan statistical area, the same metropolitan statistical area, or the same consolidated metropolitan statistical area that is not comprised of designated primary metropolitan statistical areas as defined by the Office of Management and Budget, except in the case of depository institutions with less than $50,000,000 in assets in which case the provision of paragraph (2) shall apply, as that in which an office of the other institution or any depository institution that is an affiliate of such other institution is located, or
(2) the same city, town, or village as that in which an office of the other institution or any depository institution that is an affiliate of such other institution is located, or in any city, town, or village contiguous or adjacent thereto.
[12 USC 3202. As amended by acts of Nov. 30, 1983 (97 Stat. 1267) and Oct. 13, 2006 (120 Stat. 1984).]
3-805

SECTION 204—Management Official of $2.5 Billion Institution or Company as Management Official of Unaffiliated Institution or Company

If a depository institution or a depository holding company has total assets exceeding $2,500,000,000, a management official of such institution or any affiliate thereof may not serve as a management official of any other nonaffiliated depository institution or depository holding company having total assets exceeding $1,500,000,000 or as a management official of any affiliate of such other institution. In order to allow for inflation or market changes, the appropriate Federal depository institutions regulatory agencies may, by regulation, adjust, as necessary, the amount of total assets required for depository institutions or depository holding companies under this section.
[12 USC 3203. As amended by act of Sept. 30, 1996 (110 Stat. 3009-409).]
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SECTION 205—Exceptions

The prohibitions contained in sections 203 and 204 shall not apply in the case of any one or more of the following or subsidiary thereof:
(1) A depository institution or depository holding company which has been placed formally in liquidation, or which is in the hands of a receiver, conservator, or other official exercising a similar function.
(2) A corporation operating under section 25 or 25(a) of the Federal Reserve Act.
(3) A credit union being served by a management official of another credit union.
(4) A depository institution or depository holding company which does not do business within any State of the United States, the District of Columbia, any territory of the United States, Puerto Rico, Guam, American Samoa, or the Virgin Islands except as an incident to its activities outside the United States.
(5) A State-chartered savings and loan guaranty corporation.
(6) A Federal Home Loan Bank or any other bank organized specifically to serve depository institutions.
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(7) A depository institution or a depository holding company which—
(A) is closed or is in danger of closing, as determined by the appropriate Federal depository institutions regulatory agency in accordance with regulations prescribed by such agency; and
(B) is acquired by another depository institution or depository holding company,
during the 5-year period beginning on the date of the acquisition of the depository institution or depository holding company described in subparagraph (A).
3-806.2
(8) (A) A diversified savings and loan holding company (as defined in section 408(a)(1)(F) of the National Housing Act) with respect to the service of a director of such company who is also a director of any nonaffiliated depository institution or depository holding company (including a savings and loan holding company) if—
(i) notice of the proposed dual service is given by such diversified savings and loan holding company to—
(I) the appropriate Federal depository institutions regulatory agency for such company; and
(II) the appropriate Federal depository institutions regulatory agency for the nonaffiliated depository institution or depository holding company of which such person is also a director,
not less than 60 days before such dual service is proposed to begin; and
(ii) the proposed dual service is not disapproved by any such appropriate Federal depository institutions regulatory agency before the end of such 60-day period.
(B) Any appropriate Federal depository institutions regulatory agency may disapprove, under subparagraph (A)(ii), a notice of proposed dual service by any individual if such agency finds that—
(i) the dual service cannot be structured or limited so as to preclude the dual service’s resulting in a monopoly or substantial lessening of competition in financial services in any part of the United States;
(ii) the dual service would lead to substantial conflicts of interest or unsafe or unsound practices; or
(iii) the diversified savings and loan holding company has neglected, failed, or refused to furnish all the information required by such agency.
(C) Any appropriate Federal depository institutions regulatory agency may, at any time after the end of the 60-day period referred to in subparagraph (A), require that any dual service by any individual which was not disapproved by such agency during such period be terminated if a change in circumstances occurs with respect to any depository institution or depository holding company of which such individual is a director that would have provided a basis for disapproval of the dual service during such period.
3-806.3
(9) Any savings association (as defined in section 10(a)(1)(A) of the Home Owners’ Loan Act or any savings and loan holding company (as defined in section 10(a)(1)(D) of such Act) which has issued stock in connection with a qualified stock issuance pursuant to section 10(q) of such Act, except that this paragraph shall apply only with respect to service as a single management official of such savings association or holding company, or any subsidiary of such savings association or holding company, by a single management official of the savings and loan holding company which purchased the stock issued in connection with such qualified stock issuance, and shall apply only when the Director of the Office of Thrift Supervision has determined that such service is consistent with the purposes of this Act and the Home Owners’ Loan Act.
[12 USC 3204. As amended by acts of Oct. 15, 1982 (96 Stat. 1524); Nov. 10, 1988 (102 Stat. 3819); and Aug. 9, 1989 (103 Stat. 410).]
3-807

SECTION 206—Management Official in Position Prior to November 10, 1978

(a) A person whose service in a position as a management official began prior to the date of enactment of this title and who was not immediately prior to the date of enactment of this title in violation of section 8 of the Clayton Act is not prohibited by section 203 or section 204 of this title from continuing to serve in that position. The appropriate Federal depository institutions regulatory agency may provide a reasonable period of time for compliance with this title, not exceeding fifteen months, after any change in circumstances which makes service described in the preceding sentence prohibited by this title, except that a merger, acquisition, increase in total assets, establishment of one or more offices, or change in management responsibilities shall not constitute changes in circumstances which would make such service prohibited by section 203 or section 204 of this title.
(b) Effective on the date of enactment of this title, a person who serves as a management official of a company which is not a depository institution or a depository holding company and as a management official of a depository institution or a depository holding company is not prohibited from continuing to serve as a management official of that depository institution or depository holding company as a result of that company which is not a depository institution or depository holding company becoming a diversified savings and loan holding company as that term is defined in section 408(a) of the National Housing Act.
[12 USC 3205. As amended by acts of Dec. 26, 1981 (95 Stat. 1515); Nov. 10, 1988 (102 Stat. 3820, 3821); Sept. 23, 1994 (108 Stat. 2235); and Sept. 30, 1996 (110 Stat. 3009-410).]
3-808

SECTION 207—Administration and Enforcement

This title shall be administered and enforced by—
(1) the Comptroller of the Currency with respect to national banks and Federal savings associations (the deposits of which are insured by the Federal Deposit Insurance Corporation),
(2) the Board of Governors of the Federal Reserve System with respect to State banks which are members of the Federal Reserve System, bank holding companies, and savings and loan holding companies,
(3) the Board of Directors of the Federal Deposit Insurance Corporation with respect to State banks which are not members of the Federal Reserve System but the deposits of which are insured by the Federal Deposit Insurance Corporation and State savings associations (the deposits of which are insured by the Federal Deposit Insurance Corporation),
(4) the National Credit Union Administration with respect to credit unions the accounts of which are insured by the National Credit Union Administration, and
(5) upon referral by the agencies named in the foregoing paragraphs (1) through (4), the Attorney General shall have the authority to enforce compliance by any person with this title.
[12 USC 3206. As amended by acts of Aug. 9, 1989 (103 Stat. 440); Oct. 30, 2004 (118 Stat. 2232); and July 21, 2010 (124 Stat. 1548).]
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SECTION 209—Rules and Regulations

Regulations to carry out this title, including regulations that permit service by a management official that would otherwise be prohibited by section 203 or section 204, if such service would not result in a monoply or substantial lessening of competition, may be prescribed by—
(1) the Comptroller of the Currency with respect to national banks and Federal savings associations (the deposits of which are insured by the Federal Deposit Insurance Corporation).
(2) the Board of Governors of the Federal Reserve System with respect to State banks which are members of the Federal Reserve System, bank holding companies, and savings and loan holding companies.
(3) the Board of Directors of the Federal Deposit Insurance Corporation with respect to State banks which are not members of the Federal Reserve System but the deposits of which are insured by the Federal Deposit Insurance Corporation and State savings associations (the deposits of which are insured by the Federal Deposit Insurance Corporation).
(4) the National Credit Union Administration with respect to credit unions the accounts of which are insured by the National Credit Union Administration.
[12 USC 3207. As amended by acts of Sept. 23, 1994 (108 Stat. 2236); Sept. 30, 1996 (110 Stat. 3009-410); Oct. 30, 2004 (118 Stat. 2232); and July 21, 2010 (124 Stat. 1549).]
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SECTION 210—Functions and Powers of Attorney General and Assistant Attorney General

(a) For the purpose of the exercise by the Attorney General of his enforcement functions under section 207(6) of this title, all of the functions and powers of the Attorney General under the Clayton Act are available to the Attorney General, irrespective of any jurisdictional tests in the Clayton Act, including the power to take enforcement actions in the same manner as if the violation has been a violation of the Clayton Act.
(b) All of the functions and powers of the Attorney General or the Assistant Attorney General in charge of the Antitrust Division of the Department of Justice are available to the Attorney General or to such Assistant Attorney General to investigate possible violations under section 207(6) of the title in the same manner as if such possible violations were possible violations of the Clayton Act.
[12 USC 3208. As added by act of Oct. 15, 1982 (96 Stat. 1524).]
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SECTION 210A—Powers Available to Attorney General for Enforcement

(a) For the purpose of the exercise by the Attorney General of the enforcement functions of the Attorney General under section 3206 (6) of this title, all of the functions and powers of the Attorney General under the Clayton Act [15 U.S.C. 12 et seq.] are available to the Attorney General, irrespective of any jurisdictional tests in the Clayton Act, including the power to take enforcement actions in the same manner as if the violation had been a violation of the Clayton Act.
(b) All of the functions and powers of the Attorney General or the Assistant Attorney General in charge of the Antitrust Division of the Department of Justice are available to the Attorney General or to such Assistant Attorney General to investigate possible violations under section 3206 (6) of this title in the same manner as if such possible violations were possible violations of the Clayton Act [15 U.S.C. 12 et seq.].
[12 USC 3208(a). As added by act of July 21, 2010 (124 Stat. 1549).]
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