12 U.S.C. § 5363: Acquisitions

Summary

A nonbank financial company that the Board of Governors supervises must be treated like a bank holding company for the rules in section 1842. Big bank holding companies (those with $250,000,000,000 or more in total assets) and those supervised nonbank financial companies must give the Board written notice before they buy control of any company (not a government‑insured bank) that does bank‑type activities and has $10,000,000,000 or more in total assets. The notice rules in another part of the law apply to these deals, except where specific legal exemptions cover the purchase. When the Board reviews a proposed purchase, it must also consider whether the deal would increase or concentrate risks to U.S. or global financial stability or to the U.S. economy. For the purpose of the Hart‑Scott‑Rodino filing rule in section 18a(c)(8) of title 15, these transactions are treated as if Board approval is not required.

Title 12, §5363

Banks and Banking, Source: USLM XML via OLRC

(a)Acquisitions of banks; treatment as a bank holding company

For purposes of section 1842 of this title, a nonbank financial company supervised by the Board of Governors shall be deemed to be, and shall be treated as, a bank holding company.

(b)Acquisition of nonbank companies

(1)Prior notice for large acquisitions

Notwithstanding section 1843(k)(6)(B) of this title, a bank holding company with total consolidated assets equal to or greater than $250,000,000,000 or a nonbank financial company supervised by the Board of Governors shall not acquire direct or indirect ownership or control of any voting shares of any company (other than an insured depository institution) that is engaged in activities described in section 1843(k) of this title having total consolidated assets of $10,000,000,000 or more, without providing written notice to the Board of Governors in advance of the transaction.

(2)Exemptions

The prior notice requirement in paragraph (1) shall not apply with regard to the acquisition of shares that would qualify for the exemptions in section 1843(c) of this title or section 1843(k)(4)(E) of this title.

(3)Notice procedures

The notice procedures set forth in section 1843(j)(1) of this title, without regard to section 1843(j)(3) of this title, shall apply to an acquisition of any company (other than an insured depository institution) by a bank holding company with total consolidated assets equal to or greater than $250,000,000,000 or a nonbank financial company supervised by the Board of Governors, as described in paragraph (1), including any such company engaged in activities described in section 1843(k) of this title.

(4)Standards for review

In addition to the standards provided in section 1843(j)(2) of this title, the Board of Governors shall consider the extent to which the proposed acquisition would result in greater or more concentrated risks to global or United States financial stability or the United States economy.

(5)Hart-Scott-Rodino filing requirement

Solely for purposes of section 18a(c)(8) of title 15, the transactions subject to the requirements of paragraph (1) shall be treated as if Board of Governors approval is not required.

Notes & Related Subsidiaries

Editorial Notes

Amendments

2018—Subsec. (b)(1), (3). Pub. L. 115–174 substituted “$250,000,000,000” for “$50,000,000,000”.

Statutory Notes and Related Subsidiaries

Effective Date

of 2018 AmendmentExcept as otherwise provided, amendment by Pub. L. 115–174 effective 18 months after May 24, 2018, see section 401(d) of Pub. L. 115–174, set out as a note under section 5365 of this title.

Construction

of 2018 AmendmentFor

Construction

of amendment by Pub. L. 115–174 as applied to certain foreign banking organizations, see section 401(g) of Pub. L. 115–174, set out as a note under section 5365 of this title.

§5363 Acquisitions

Summary

Title 12, §5363

Notes & Related Subsidiaries

Editorial Notes

Amendments

Statutory Notes and Related Subsidiaries

Effective Date

Construction

Construction

Citations & Metadata