§1467b — Title 12 Banks and Banking | U.S. Code

Summary

The Board can require a grandfathered unitary savings and loan holding company to set up an intermediate holding company to do its financial activities if the company also does non-financial business. If ordered, the company must create a savings and loan intermediate holding company under Board rules no later than 90 days after the transfer date, unless the Board allows more time. The Board must require an intermediate holding company when needed to supervise the company’s financial activities or to avoid supervising its non-financial activities. Definitions: financial activities = certain banking-related activities; grandfathered unitary savings and loan holding company = a specific kind of older holding company; internal financial activities = internal treasury, investment, and employee benefit functions. Internal financial activities normally do not have to move to the intermediate holding company. A company may keep such internal activities if it did them during the year before July 21, 2010 and at least two-thirds of the assets or revenues from the activity come from that company. The parent must act as a source of strength to its intermediate holding company. The Board can examine the company, require sworn reports, make rules about when an intermediate holding company is needed, and limit risky transactions between the intermediate holding company and its parent or affiliates, while not blocking genuine sales or leases by unaffiliated buyers. Creating an intermediate holding company is treated as a permitted reorganization.

Title 12, §1467b

Banks and Banking — Source: USLM XML via OLRC

(a)For purposes of this section:

(1)The term “financial activities” means activities described in clauses (i) and (ii) of section 1467a(c)(9)(A) of this title.

(2)The term “grandfathered unitary savings and loan holding company” means a company described in section 1467a(c)(9)(C) of this title.

(3)The term “internal financial activities” includes—

(A)internal financial activities conducted by a grandfathered savings and loan holding company or any affiliate; and

(B)internal treasury, investment, and employee benefit functions.

(b)(1)(A)If a grandfathered unitary savings and loan holding company conducts activities other than financial activities, the Board may require such company to establish and conduct all or a portion of such financial activities in or through an intermediate holding company, which shall be a savings and loan holding company, established pursuant to regulations of the Board, not later than 90 days (or such longer period as the Board may deem appropriate) after the transfer date.11 See References in Text note below.

(B)Notwithstanding subparagraph (A), the Board shall require a grandfathered unitary savings and loan holding company to establish an intermediate holding company if the Board makes a determination that the establishment of such intermediate holding company is necessary—

(i)to appropriately supervise activities that are determined to be financial activities; or

(ii)to ensure that supervision by the Board does not extend to the activities of such company that are not financial activities.

(2)(A)For purposes of this subsection, the internal financial activities of a grandfathered unitary savings and loan holding company shall not be required to be placed in an intermediate holding company.

(B)A grandfathered unitary savings and loan holding company may continue to engage in an internal financial activity, subject to review by the Board to determine whether engaging in such activity presents undue risk to the grandfathered unitary savings and loan holding company or to the financial stability of the United States, if—

(i)the grandfathered unitary savings and loan holding company engaged in the activity during the year before July 21, 2010; and

(ii)at least ⅔ of the assets or ⅔ of the revenues generated from the activity are from or attributable to the grandfathered unitary savings and loan holding company.

(3)A grandfathered unitary savings and loan holding company that directly or indirectly controls an intermediate holding company established under this section shall serve as a source of strength to its subsidiary intermediate holding company.

(4)The Board, may from time to time, examine and require reports under oath from a grandfathered unitary savings and loan holding company that controls an intermediate holding company, and from the appropriate officers or directors of such company, solely for purposes of ensuring compliance with the provisions of this section, including assessing the ability of the company to serve as a source of strength to its subsidiary intermediate holding company as required under paragraph (3) and enforcing compliance with such requirement.

(5)(A)In addition to any other authority of the Board, the Board may enforce compliance with the provisions of this subsection that are applicable to any company described in paragraph (1)(A) that controls an intermediate holding company under section 8 of the Federal Deposit Insurance Act [12 U.S.C. 1818], and a company described in paragraph (1)(A) shall be subject to such section (solely for purposes of this subparagraph) in the same manner and to the same extent as if the company described in paragraph (1)(A) were a savings and loan holding company.

(B)Any violation of this subsection by a grandfathered unitary savings and loan holding company that controls an intermediate holding company may also be treated as a violation of the Federal Deposit Insurance Act [12 U.S.C. 1811 et seq.] for purposes of subparagraph (A).

(C)No provision of this paragraph shall be construed as limiting any authority of the Board or any other Federal agency under any other provision of law.

(c)The Board—

(1)shall promulgate regulations to establish the criteria for determining whether to require a grandfathered unitary savings and loan holding company to establish an intermediate holding company under subsection (b); and

(2)may promulgate regulations to establish any restrictions or limitations on transactions between an intermediate holding company or a parent of such company and its affiliates, as necessary to prevent unsafe and unsound practices in connection with transactions between the intermediate holding company, or any subsidiary thereof, and its parent company or affiliates that are not subsidiaries of the intermediate holding company, except that such regulations shall not restrict or limit any transaction in connection with the bona fide acquisition or lease by an unaffiliated person of assets, goods, or services.

(d)(1)Nothing in this section shall be construed to require a grandfathered unitary savings and loan holding company to conform its activities to permissible activities.

(2)The formation of an intermediate holding company as required in subsection (b) shall be presumed to be a permissible corporate reorganization as described in section 1467a(c)(9)(D) of this title.

Notes & Related Subsidiaries

Editorial Notes

References in Text

The transfer date, referred to in subsec. (b)(1)(A), probably means the transfer date defined in section 5301 of this title. The Federal Deposit Insurance Act, referred to in subsec. (b)(5)(B), is act Sept. 21, 1950, ch. 967, § 2, 64 Stat. 873, which is classified generally to chapter 16 (§ 1811 et seq.) of this title. For complete classification of this Act to the Code, see

Short Title

note set out under section 1811 of this title and Tables.

Statutory Notes and Related Subsidiaries

Effective Date

Section effective 1 day after July 21, 2010, except as otherwise provided, see section 4 of Pub. L. 111–203, set out as a note under section 5301 of this title.

§1467b Intermediate holding companies