12 U.S.C. § 5363 — Acquisitions

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 of Title 15, Commerce and Trade, and enacted, amended, and repealed numerous other sections and notes in the Code.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.