12 U.S.C. § 5362 — Enforcement

Page 1855 TITLE 12—BANKS AND BANKING § 5362 (A) reports and supervisory information that a nonbank financial company or sub- sidiary thereof has been required to provide to other Federal or State regulatory agen- cies; (B) information otherwise obtainable from Federal or State regulatory agencies; (C) information that is otherwise required to be reported publicly; and (D) externally audited financial state- ments of such company or subsidiary. (3) Availability Upon the request of the Board of Governors, a nonbank financial company supervised by the Board of Governors, or a subsidiary there- of, shall promptly provide to the Board of Gov- ernors any information described in paragraph (2). (4) Data standards for reports under this sub- section (A) In general The Board of Governors shall adopt data standards for all information that, through a collection of information, is regularly filed with or submitted to the Board of Governors under this subsection by any nonbank finan- cial company supervised by the Board of Governors or any subsidiary thereof. (B) Consistency The data standards required under sub- paragraph (A) shall incorporate, and ensure compatibility with (to the extent feasible), all applicable data standards established in the rules promulgated under section 5334 of this title, including, to the extent prac- ticable, by having the characteristics de- scribed in clauses (i) through (vi) of sub- section (c)(1)(B) of section 5334 of this title. (b) Examinations (1) In general Subject to paragraph (2), the Board of Gov- ernors may examine any nonbank financial company supervised by the Board of Governors and any subsidiary of such company, to inform the Board of Governors of— (A) the nature of the operations and finan- cial condition of the company and such sub- sidiary; (B) the financial, operational, and other risks of the company or such subsidiary that may pose a threat to the safety and sound- ness of such company or subsidiary or to the financial stability of the United States; (C) the systems for monitoring and con- trolling such risks; and (D) compliance by the company or such subsidiary with the requirements of this sub- chapter. (2) Use of examination reports and information For purposes of this subsection, the Board of Governors shall, to the fullest extent possible, rely on reports of examination of any sub- sidiary depository institution or functionally regulated subsidiary made by the primary fi- nancial regulatory agency for that subsidiary, and on information described in subsection (a)(2). (c) Coordination with primary financial regu- latory agency The Board of Governors shall— (1) provide reasonable notice to, and consult with, the primary financial regulatory agency for any subsidiary before requiring a report or commencing an examination of such sub- sidiary under this section; and (2) avoid duplication of examination activi- ties, reporting requirements, and requests for information, to the fullest extent possible. (Pub. L. 111–203, title I, § 161, July 21, 2010, 124 Stat. 1420; Pub. L. 117–263, div. E, title LVIII, § 5861(a), Dec. 23, 2022, 136 Stat. 3434.) Editorial Notes REFERENCES IN TEXT This subchapter, referred to in subsecs. (a)(1)(B) and (b)(1)(D), was in the original ‘‘this title’’, meaning title I of Pub. L. 111–203, July 21, 2010, 124 Stat. 1391, which is classified principally to this subchapter. For com- plete classification of title I to the Code, see Short Title note set out under section 5301 of this title and Tables. AMENDMENTS 2022—Subsec. (a)(4). Pub. L. 117–263 added par. (4). Statutory Notes and Related Subsidiaries RULE OF CONSTRUCTION REGARDING NO NEW DISCLOSURE REQUIREMENTS Amendment by Pub. L. 117–263 not to be construed to require certain additional information to be collected or disclosed, see section 5864 of Pub. L. 117–263, set out as a note under section 253 of this title. § 5362. Enforcement (a) In general Except as provided in subsection (b), a nonbank financial company supervised by the Board of Governors and any subsidiaries of such company (other than any depository institution subsidiary) shall be subject to the provisions of subsections (b) through (n) of section 1818 of this title, in the same manner and to the same ex- tent as if the company were a bank holding com- pany, as provided in section 1818(b)(3) of this title. (b) Enforcement authority for functionally regu- lated subsidiaries (1) Referral If the Board of Governors determines that a condition, practice, or activity of a depository institution subsidiary or functionally regu- lated subsidiary of a nonbank financial com- pany supervised by the Board of Governors does not comply with the regulations or orders prescribed by the Board of Governors under this Act, or otherwise poses a threat to the fi- nancial stability of the United States, the Board of Governors may recommend, in writ- ing, to the primary financial regulatory agen- cy for the subsidiary that such agency initiate a supervisory action or enforcement pro- ceeding. The recommendation shall be accom- panied by a written explanation of the con- cerns giving rise to the recommendation. Page 1856 TITLE 12—BANKS AND BANKING § 5363 1 So in original. Probably should be ‘‘Institution’’. 2 So in original. There is no section 7 of such Act. (2) Back-up authority of the Board of Gov- ernors If, during the 60-day period beginning on the date on which the primary financial regu- latory agency receives a recommendation under paragraph (1), the primary financial reg- ulatory agency does not take supervisory or enforcement action against a subsidiary that is acceptable to the Board of Governors, the Board of Governors (upon a vote of its mem- bers) may take the recommended supervisory or enforcement action, as if the subsidiary were a bank holding company subject to su- pervision by the Board of Governors. (Pub. L. 111–203, title I, § 162, July 21, 2010, 124 Stat. 1421.) Editorial Notes REFERENCES IN TEXT This Act, referred to in subsec. (b)(1), is Pub. L. 111–203, July 21, 2010, 124 Stat. 1376, known as the Dodd- Frank Wall Street Reform and Consumer Protection Act, which enacted this chapter and chapters 108 (§ 8201 et seq.) and 109 (§ 8301 et seq.) of Title 15, Commerce and Trade, and enacted, amended, and repealed numerous other sections and notes in the Code. For complete classification of this Act to the Code, see Short Title note set out under section 5301 of this title and Tables. § 5363. Acquisitions (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 con- solidated assets equal to or greater than $250,000,000,000 or a nonbank financial com- pany supervised by the Board of Governors shall not acquire direct or indirect ownership or control of any voting shares of any com- pany (other than an insured depository insti- tution) 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 acquisi- tion of shares that would qualify for the ex- emptions in section 1843(c) of this title or sec- tion 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 sec- tion 1843(j)(3) of this title, shall apply to an ac- quisition of any company (other than an in- sured depository institution) by a bank hold- ing 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 sec- tion 1843(j)(2) of this title, the Board of Gov- ernors 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 re- quirements of paragraph (1) shall be treated as if Board of Governors approval is not required. (Pub. L. 111–203, title I, § 163, July 21, 2010, 124 Stat. 1422; Pub. L. 115–174, title IV, § 401(c)(1)(E), May 24, 2018, 132 Stat. 1358.) 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 AMENDMENT Except as otherwise provided, amendment by Pub. L. 115–174 effective 18 months after May 24, 2018, see sec- tion 401(d) of Pub. L. 115–174, set out as a note under section 5365 of this title. CONSTRUCTION OF 2018 AMENDMENT For 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. § 5364. Prohibition against management inter- locks between certain financial companies A nonbank financial company supervised by the Board of Governors shall be treated as a bank holding company for purposes of the De- pository Institutions 1 Management Interlocks Act (12 U.S.C. 3201 et seq.), except that the Board of Governors shall not exercise the au- thority provided in section 7 2 of that Act (12 U.S.C. 3207) to permit service by a management official of a nonbank financial company super- vised by the Board of Governors as a manage- ment official of any bank holding company with total consolidated assets equal to or greater than $250,000,000,000, or other nonaffiliated nonbank financial company supervised by the Board of Governors (other than to provide a temporary exemption for interlocks resulting from a merger, acquisition, or consolidation). (Pub. L. 111–203, title I, § 164, July 21, 2010, 124 Stat. 1423; Pub. L. 115–174, title IV, § 401(c)(1)(F), May 24, 2018, 132 Stat. 1358.) Editorial Notes REFERENCES IN TEXT The Depository Institution Management Interlocks Act, referred to in text, is title II of Pub. L. 95–630, Nov.