12 U.S.C. § 5311 — Definitions

Page 1834 TITLE 12—BANKS AND BANKING § 5302 title] may be cited as the ‘Insurance Capital Standards Clarification Act of 2014’.’’ Pub. L. 113–173, § 1, Sept. 26, 2014, 128 Stat. 1899, pro- vided that: ‘‘This Act [amending section 5514 of this title] may be cited as the ‘Examination and Super- visory Privilege Parity Act of 2014’.’’ SHORT TITLE Pub. L. 111–203, § 1(a), July 21, 2010, 124 Stat. 1376, pro- vided that: ‘‘This Act [see Tables for classification] may be cited as the ‘Dodd-Frank Wall Street Reform and Consumer Protection Act’.’’ Pub. L. 111–203, title I, § 101, July 21, 2010, 124 Stat. 1391, provided that: ‘‘This title [enacting subchapter I of this chapter and amending sections 1818, 1820, 1833b, and 3105 of this title, sections 3132 and 5314 of Title 5, Government Organization and Employees, and section 78o of Title 15, Commerce and Trade] may be cited as the ‘Financial Stability Act of 2010’.’’ Pub. L. 111–203, title III, § 300, July 21, 2010, 124 Stat. 1520, provided that: ‘‘This title [enacting subchapter III of this chapter and sections 4b and 16 of this title, amending sections 1, 11, 248, 461, 481, 482, 1438, 1462 to 1464, 1466a to 1468b, 1470, 1701c, 1701p–1, 1708, 1757, 1785, 1786, 1787, 1812, 1813, 1817, 1818, 1820, 1821, 1823, 1828, 1829, 1831e, 1831j, 1833b, 1833e, 1834, 1841, 1843, 1844, 1861, 1867, 1881, 1882, 1884, 1972, 2709, 2902, 2905, 3206 to 3208, 3332, 4515, and 4517 of this title, section 906 of Title 2, The Congress, sections 78c, 78l, 78o–5, and 78w of Title 15, Commerce and Trade, sections 212, 657, 981, 982, 1006, 1014, and 1032 of Title 18, Crimes and Criminal Proce- dure, sections 321 and 714 of Title 31, Money and Fi- nance, sections 4003 and 8105 of Title 42, The Public Health and Welfare, and section 3502 of Title 44, Public Printing and Documents, repealing section 1441a of this title, enacting provisions set out as notes under sec- tions 1, 16, 1438, 1787, 1812, 1817, and 1821 of this title and section 906 of Title 2, and amending provisions set out as notes under sections 1437, 1463, 1464, 1467a, 1707, 1812, and 1818 of this title and section 509 of Title 28, Judici- ary and Judicial Procedure] may be cited as the ‘En- hancing Financial Institution Safety and Soundness Act of 2010’.’’ Pub. L. 111–203, title VIII, § 801, July 21, 2010, 124 Stat. 1802, provided that: ‘‘This title [enacting subchapter IV of this chapter] may be cited as the ‘Payment, Clear- ing, and Settlement Supervision Act of 2010’.’’ Pub. L. 111–203, title X, § 1001, July 21, 2010, 124 Stat. 1955, provided that: ‘‘This title [see Tables for classi- fication] may be cited as the ‘Consumer Financial Pro- tection Act of 2010’.’’ Pub. L. 111–203, title XII, § 1201, July 21, 2010, 124 Stat. 2129, provided that: ‘‘This title [enacting subchapter VII of this chapter and section 4719 of this title] may be cited as the ‘Improving Access to Mainstream Fi- nancial Institutions Act of 2010’.’’ Executive Documents EXECUTIVE ORDER NO. 13772 Ex. Ord. No. 13772, Feb. 3, 2017, 82 F.R. 9965, which set out Core Principles for regulating the United States fi- nancial system, was revoked by Ex. Ord. No. 14018, § 1, Feb. 24, 2021, 86 F.R. 11855. § 5302. Severability If any provision of this Act, an amendment made by this Act, or the application of such pro- vision or amendment to any person or cir- cumstance is held to be unconstitutional, the re- mainder of this Act, the amendments made by this Act, and the application of the provisions of such to any person or circumstance shall not be affected thereby. (Pub. L. 111–203, § 3, July 21, 2010, 124 Stat. 1390.) Editorial Notes REFERENCES IN TEXT This Act, referred to in text, is Pub. L. 111–203, July 21, 2010, 124 Stat. 1376, known as the Dodd-Frank Wall Street Reform and Consumer Protection Act, which en- acted 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 sec- tions 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. 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. § 5303. Antitrust savings clause Nothing in this Act, or any amendment made by this Act, shall be construed to modify, im- pair, or supersede the operation of any of the antitrust laws, unless otherwise specified. For purposes of this section, the term ‘‘antitrust laws’’ has the same meaning as in subsection (a) of section 12 of title 15, except that such term includes section 45 of title 15, to the extent that such section 45 applies to unfair methods of competition. (Pub. L. 111–203, § 6, July 21, 2010, 124 Stat. 1390.) Editorial Notes REFERENCES IN TEXT This Act, referred to in text, is Pub. L. 111–203, July 21, 2010, 124 Stat. 1376, known as the Dodd-Frank Wall Street Reform and Consumer Protection Act, which en- acted 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 sec- tions 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. 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. SUBCHAPTER I—FINANCIAL STABILITY § 5311. Definitions (a) In general For purposes of this subchapter, unless the context otherwise requires, the following defini- tions shall apply: (1) Bank holding company The term ‘‘bank holding company’’ has the same meaning as in section 2 of the Bank Holding Company Act of 1956 (12 U.S.C. 1841). A foreign bank or company that is treated as a bank holding company for purposes of the Bank Holding Company Act of 1956 [12 U.S.C. 1841 et seq.], pursuant to section 3106(a) of this title, shall be treated as a bank holding com- pany for purposes of this subchapter. (2) Chairperson The term ‘‘Chairperson’’ means the Chair- person of the Council. Page 1835 TITLE 12—BANKS AND BANKING § 5311 (3) Member agency The term ‘‘member agency’’ means an agen- cy represented by a voting member of the Council. (4) Nonbank financial company definitions (A) Foreign nonbank financial company The term ‘‘foreign nonbank financial com- pany’’ means a company (other than a com- pany that is, or is treated in the United States as, a bank holding company) that is— (i) incorporated or organized in a coun- try other than the United States; and (ii) predominantly engaged in, including through a branch in the United States, fi- nancial activities, as defined in paragraph (6). (B) U.S. nonbank financial company The term ‘‘U.S. nonbank financial com- pany’’ means a company (other than a bank holding company, a Farm Credit System in- stitution chartered and subject to the provi- sions of the Farm Credit Act of 1971 (12 U.S.C. 2001 et seq.), or a national securities exchange (or parent thereof), clearing agen- cy (or parent thereof, unless the parent is a bank holding company), security-based swap execution facility, or security-based swap data repository registered with the Commis- sion, or a board of trade designated as a con- tract market (or parent thereof), or a deriva- tives clearing organization (or parent there- of, unless the parent is a bank holding com- pany), swap execution facility or a swap data repository registered with the Com- modity Futures Trading Commission), that is— (i) incorporated or organized under the laws of the United States or any State; and (ii) predominantly engaged in financial activities, as defined in paragraph (6). (C) Nonbank financial company The term ‘‘nonbank financial company’’ means a U.S. nonbank financial company and a foreign nonbank financial company. (D) Nonbank financial company supervised by the Board of Governors The term ‘‘nonbank financial company su- pervised by the Board of Governors’’ means a nonbank financial company that the Coun- cil has determined under section 5323 of this title shall be supervised by the Board of Governors. (5) Office of Financial Research The term ‘‘Office of Financial Research’’ means the office established under section 5342 of this title. (6) Predominantly engaged A company is ‘‘predominantly engaged in fi- nancial activities’’ if— (A) the annual gross revenues derived by the company and all of its subsidiaries from activities that are financial in nature (as de- fined in section 4(k) of the Bank Holding Company Act of 1956 [12 U.S.C. 1843(k)]) and, if applicable, from the ownership or control of one or more insured depository institu- tions, represents 85 percent or more of the consolidated annual gross revenues of the company; or (B) the consolidated assets of the company and all of its subsidiaries related to activi- ties that are financial in nature (as defined in section 4(k) of the Bank Holding Company Act of 1956) and, if applicable, related to the ownership or control of one or more insured depository institutions, represents 85 per- cent or more of the consolidated assets of the company. (7) Significant institutions The terms ‘‘significant nonbank financial company’’ and ‘‘significant bank holding com- pany’’ have the meanings given those terms by rule of the Board of Governors, but in no in- stance shall the term ‘‘significant nonbank fi- nancial company’’ include those entities that are excluded under paragraph (4)(B). (b) Definitional criteria The Board of Governors shall establish, by reg- ulation, the requirements for determining if a company is predominantly engaged in financial activities, as defined in subsection (a)(6). (c) Foreign nonbank financial companies For purposes of the application of parts A and C (other than section 5323(b) of this title) with respect to a foreign nonbank financial company, references in this subchapter to ‘‘company’’ or ‘‘subsidiary’’ include only the United States ac- tivities and subsidiaries of such foreign com- pany, except as otherwise provided. (Pub. L. 111–203, title I, § 102, July 21, 2010, 124 Stat. 1391.) Editorial Notes REFERENCES IN TEXT This subchapter, referred to in subsecs. (a) and (c), was in the original ‘‘this title’’, meaning title I of Pub. L. 111–203, July 21, 2010, 124 Stat. 1391, which is classi- fied principally to this subchapter. For complete classi- fication of title I to the Code, see Short Title note set out under section 5301 of this title and Tables. The Bank Holding Company Act of 1956, referred to in subsec. (a)(1), is act May 9, 1956, ch. 240, 70 Stat. 133, which is classified principally to chapter 17 (§ 1841 et seq.) of this title. For complete classification of this Act to the Code, see Short Title note set out under sec- tion 1841 of this title and Tables. The Farm Credit Act of 1971, referred to in subsec. (a)(4)(B), is Pub. L. 92–181, Dec. 10, 1971, 85 Stat. 583, which is classified principally to chapter 23 (§ 2001 et seq.) of this title. For complete classification of this Act to the Code, see Short Title note set out under sec- tion 2001 of this title and Tables. Part C, referred to in subsec. (c), was in the original ‘‘subtitle C’’, meaning subtitle C (§§ 161–176) of title I of Pub. L. 111–203, July 21, 2010, 124 Stat. 1420, which is classified principally to part C (§ 5361 et seq.) of this subchapter. For complete classification of subtitle C to the Code, see Tables. Statutory Notes and Related Subsidiaries EFFECTIVE DATE Subchapter 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. Page 1836 TITLE 12—BANKS AND BANKING § 5321 SHORT TITLE This subchapter known as the ‘‘Financial Stability Act of 2010’’, see Short Title note set out under section 5301 of this title. PART A—FINANCIAL STABILITY OVERSIGHT COUNCIL § 5321. Financial Stability Oversight Council es- tablished (a) Establishment Effective on July 21, 2010, there is established the Financial Stability Oversight Council. (b) Membership The Council shall consist of the following members: (1) Voting members The voting members, who shall each have 1 vote on the Council shall be— (A) the Secretary of the Treasury, who shall serve as Chairperson of the Council; (B) the Chairman of the Board of Gov- ernors; (C) the Comptroller of the Currency; (D) the Director of the Bureau; (E) the Chairman of the Commission; (F) the Chairperson of the Corporation; (G) the Chairperson of the Commodity Fu- tures Trading Commission; (H) the Director of the Federal Housing Fi- nance Agency; (I) the Chairman of the National Credit Union Administration Board; and (J) an independent member appointed by the President, by and with the advice and consent of the Senate, having insurance ex- pertise. (2) Nonvoting members The nonvoting members, who shall serve in an advisory capacity as a nonvoting member of the Council, shall be— (A) the Director of the Office of Financial Research; (B) the Director of the Federal Insurance Office; (C) a State insurance commissioner, to be designated by a selection process determined by the State insurance commissioners; (D) a State banking supervisor, to be des- ignated by a selection process determined by the State banking supervisors; and (E) a State securities commissioner (or an officer performing like functions), to be des- ignated by a selection process determined by such State securities commissioners. (3) Nonvoting member participation The nonvoting members of the Council shall not be excluded from any of the proceedings, meetings, discussions, or deliberations of the Council, except that the Chairperson may, upon an affirmative vote of the member agen- cies, exclude the nonvoting members from any of the proceedings, meetings, discussions, or deliberations of the Council when necessary to safeguard and promote the free exchange of confidential supervisory information. (c) Terms; vacancy (1) Terms The independent member of the Council shall serve for a term of 6 years, and each non- voting member described in subparagraphs (C), (D), and (E) of subsection (b)(2) shall serve for a term of 2 years. (2) Vacancy Any vacancy on the Council shall be filled in the manner in which the original appointment was made. (3) Acting officials may serve In the event of a vacancy in the office of the head of a member agency or department, and pending the appointment of a successor, or during the absence or disability of the head of a member agency or department, the acting head of the member agency or department shall serve as a member of the Council in the place of that agency or department head. (4) Term of independent member Notwithstanding paragraph (1), if a suc- cessor to the independent member of the Council serving under subsection (b)(1)(J) is not appointed and confirmed by the end of the term of service of such member, such member may continue to serve until the earlier of— (A) 18 months after the date on which the term of service ends; or (B) the date on which a successor to such member is appointed and confirmed. (d) Technical and professional advisory commit- tees The Council may appoint such special advi- sory, technical, or professional committees as may be useful in carrying out the functions of the Council, including an advisory committee consisting of State regulators, and the members of such committees may be members of the Council, or other persons, or both. (e) Meetings (1) Timing The Council shall meet at the call of the Chairperson or a majority of the members then serving, but not less frequently than quarterly. (2) Rules for conducting business The Council shall adopt such rules as may be necessary for the conduct of the business of the Council. Such rules shall be rules of agen- cy organization, procedure, or practice for purposes of section 553 of title 5. (f) Voting Unless otherwise specified, the Council shall make all decisions that it is authorized or re- quired to make by a majority vote of the voting members then serving. (g) Nonapplicability of chapter 10 of title 5 Chapter 10 of title 5 shall not apply to the Council, or to any special advisory, technical, or professional committee appointed by the Coun- cil, except that, if an advisory, technical, or pro- fessional committee has one or more members who are not employees of or affiliated with the United States Government, the Council shall publish a list of the names of the members of such committee. (h) Assistance from Federal agencies Any department or agency of the United States may provide to the Council and any spe-