CHAPTER 1
INTRODUCTION
§ 1.01 Bank Holding Companies
CHAPTER 2
Overview: Holding Companies and Their Subsidiaries
§ 2.01 Introduction
§ 2.02 Types of Entities
[1] Bank Holding Companies
[2] Financial Holding Companies
[3] Savings and Loan Holding Companies
[4] Securities Holding Companies
[5] Nonbank Financial Companies
[6] Nonfinancial Companies
[7] Intermediate Holding Companies
[8] Predominantly Financial Companies
[9] Financial Companies
§ 2.03 Holding Company Subsidiaries
[1] Depository Institutions
[2] Subsidiaries of Depository Institutions
[3] Securities Firms
[4] Insurance Companies
[5] Credit Companies
[6] Nonbank Banks
[7] Bankers Banks
CHAPTER 3
Regulatory Overview
§ 3.01 Introduction
§ 3.02 Regulators
[1] Federal Reserve Board
[1] Federal Reserve Board
[2] Federal Deposit Insurance Corporation
[3] Office of the Comptroller of the Currency
[4] Securities and Exchange Commission
[5] Commodity Futures Trading Commission
[6] Financial Industry Regulatory Authority
[7] State Regulators
[8] Department of the Treasury
[9] Bureau of Consumer Financial Protection
[10] Financial Stability Oversight Council
[11] Department of Justice
[12] Federal Trade Commission
[13] Federal Financial Institutions Examination Council
[14] Office of Financial Research
[15] Federal Insurance Office
§ 3.03 Holding Company Laws
[1] Bank Holding Company Act
[2] Savings and Loan Holding Company Act
[3] Financial Stability Act of 2010
§ 3.04 Banking Laws
[1] In General [2] National Bank Act
[3] Federal Reserve Act
[4] Federal Deposit Insurance Act
[5] Home Owners Loan Act
[6] State Banking Laws
[7] Bank Merger Act
[8] Change in Bank Control Act
[9] Community Reinvestment Act
[10] Glass-Steagall Act
[11] Edge Act
[12] International Banking Act
[13] Depository Institution Management Interlocks Act
[14] Financial Institutions Supervisory Act
[15] Bank Service Company Act
[16] Bank Secrecy Act
[17] USA Patriot Act
§ 3.05 Securities Laws
[1] Securities Act of 1933
[2] Securities Exchange Act of 1934
[3] Investment Advisers Act of 1940
[4] Investment Company Act of 1940
[5] Commodity Exchange Act
[6] State Securities Laws
§ 3.06 Consumer Protection Laws
§ 3.07 Other Laws
[1] Insurance Laws
[2] Antitrust Laws
[3] Tax Laws
CHAPTER 4
The Holding Company Concept
§ 4.01 Introduction
§ 4.02 Holding Company Characteristics
[1] A Unique Structure
[2] Shell or Enterprise?
[3] Role in the Financial System
§ 4.03 Holding Company Evolution and Expansion
[1] Geographic Expansion
[2] Product Expansion
[3] Financial Holding Companies
[4] Financial Crisis
§ 4.04 Elements of Holding Company Regulation
[1] Registration and Reporting
[2] Supervision and Enforcement
[3] Review of Mergers and Acquisitions
[4] Limitations on Activities
[5] Limitations on Transactions with Bank Affiliates
§ 4.05 Purposes of Holding Company Regulation
[1] Separation of Banking from Commerce
[2] Undue Concentration and Unfair Competition
[3] Serving Local Communities
[4] Safety and Soundness
[5] Source of Strength
[6] Financial Stability
§ 4.06 Why Do Holding Companies Exist?
[1] Historical Reasons
[2] Tax Reasons
[3] Are Holding Companies Necessary?
§ 4.07 Holding Companies and the Federal Reserve
CHAPTER 5
The Holding Company Concept
§ 5.01 What Is a Bank Holding Company?
[1] Introduction
[2] Role in the Banking System
[3] Structural Characteristics
[4] Top Fifty Bank Holding Companies
§ 5.02 Definition of Bank Holding Company
[1] BHC Act Definition
[2] Excluded Companies
§ 5.03 Definition of Company
[1] Statutory Definition
[2] Partnerships
[3] Trusts
[4] Associations
[5] Other Linked Organizations
[6] Individuals
[7] Employee Stock Ownership Plans (ESOPs)
[8] Government-Owned Organizations
[9] Foreign Governments
[10] Native American Tribes
[11] Companies in Mutual Form
§ 5.04 Definition of Control
[1] In General [2] Statutory Definition
[3] Regulation Y Definition
[4] Control of 25% of a Class of Voting Securities
[5] Indirect Control
[6] Exercise of Controlling Influence
[7] Minority Investments
[8] Divestiture of Control
[9] Change in Bank Control Act
§ 5.05 Definition of Bank
[1] FDIC Insured Bank
[2] Demand Deposits and Commercial Loans
[3] Exempt Institutions
[4] Conversions of Exempt Institutions into Banks
§ 5.06 Other Definitions
[1] Voting Securities
[2] Nonvoting Shares
[3] Class of Securities
[4] Subsidiary
[5] Affiliate
[6] Shareholder
CHAPTER 6
Financial Holding Companies
§ 6.01 In General
§ 6.02 Definition of Financial Holding Company
[1] Well Capitalized Requirement
[2] Well Managed Requirement
[3] Community Reinvestment Act Requirement
[4] Election to Become Financial Holding Company
§ 6.03 Permissible Activities
[1] Activities Closely Related to Banking
[2] Financial Activities under Section 4(k)
[3] Alternative Banking Activities
[4] Acting as a Finder
[5] New Financial Activities
[6] Complementary Activities
§ 6.04 Supervision of Financial Holding Companies
CHAPTER 7
History of Bank Holding Company Regulation
§ 7.01 In General
§ 7.02 History of the BHC Act
[1] Overview
[2] Banking Act of 1933
[3] FDRs Recommendations
[4] 1943 Federal Reserve Annual Report
[5] Proposed Bank Holding Company Act of 1947
[6] Congressional Hearings
[7] Transamerica Proceedings
[8] Bank Holding Company Act of 1956
[9] 1963 Report on Bank Holding Companies
[10] 1966 Amendments
[11] 1970 Amendments
[12] 1982 Amendments
[13] 1987 Amendments
[14] 1989 Amendments
[15] 1991 Amendments
[16] 1994 Amendments
[17] 1996 Amendments
[18] 1999 AmendmentsGramm-Leach-Bliley Act
[19] 2010 AmendmentsDodd-Frank Act
§ 7.03 Chronology of Bank Holding Company Regulation § 7.04 Significant Amendments to Regulation Y
[1] 1971 Amendments
[2] 1972 Amendments
[3] 1973 Amendments
[4] 1974 Amendments
[5] 1976 Amendments
[6] 1980 Amendments
[7] 1981 Amendments
[8] 1982 Amendments
[9] 1983 Amendments
[10] 1984 Amendments
[11] 1985 Amendments
[12] 1986 Amendments
[13] 1988 Amendments
[14] 1989 Amendments
[15] 1990 Amendments
[16] 1992 Amendments
[17] 1994 Amendments
[18] 1995 Amendments
[19] 1996 Amendments
[20] 1997 Amendments
[21] 2000 Amendments
[22] 2001 Amendments
[23] 2002 Amendments
[24] 2003 Amendments
[25] 2004 Amendments
[26] 2006 Amendments
[27] 2008 Amendments
[28] 2009 Amendments
CHAPTER 8
History of Bank Holding Company Regulation
§ 8.01 Introduction
§ 8.02 Definition
[1] Savings and Loan Holding Company
[2] Exclusions
§ 8.03 Regulation
[1] In General [2] Limitations on Activities
[3] Prior Approval Requirement
[4] Intermediate Holding Company Requirement
[5] Source of Strength Requirement
[6] Transactions with Affiliates
[7] Concentration Limits
§ 8.04 Supervision
[1] Examination
[2] Termination of Activities
[3] Enhanced Prudential Standards
[4] Consolidated Supervision
[5] Capital
§ 8.05 History of S&L Holding Company Regulation
[1] Spence Act
[2] S&L Holding Company Amendments of 1967
[3] CEBA
[4] FIRREA
[5] Gramm-Leach-Bailey Act
[6] Dodd-Frank Act
CHAPTER 9
History of Bank Holding Company Regulation
§ 9.01 Introduction
§ 9.02 Definition
[1] Nonbank Financial Company
[2] Exemptions
§ 9.03 Designation by Council
[1] Considerations for U.S. Companies
[2] Considerations for Foreign Companies
[3] Regulatory Framework
[4] Anti-Evasion Provision
[5] Notice and Opportunity for Hearing
[6] Judicial Review
[7] Council Review of Determination
§ 9.04 Supervision by Federal Reserve
[1] Registration
[2] Reports
[3] Examinations
[4] Supervision of Financial Activities Only
[5] Inapplicability of Section 4 of BHC Act
[6] Intermediate Holding Company
§ 9.05 Enhanced Prudential Standards
[1] Credit Exposure Reports
[2] Credit Concentration Limits
[3] Enhanced Public Disclosures
[4] Short-Term Debt Limits
[5] Risk Committees
[6] Stress Tests
[7] Leverage Limit
[8] Off-Balance-Sheet Activities
[9] Contingent Capital
§ 9.06 Bank Acquisitions
§ 9.07 Acquisitions of Nonbank Financial Companies
§ 9.08 Management Interlocks
§ 9.09 Enforcement
§ 9.10 Resolution and Remediation
[1] Resolution Plans
[2] Remediation Requirements
CHAPTER 10
History of Bank Holding Company Regulation
§ 10.01 Introduction
§ 10.02 Securities Holding Companies
[1] Definition
[2] Purpose
[3] Federal Reserve Supervision
[4] Recordkeeping and Reports
[5] Examinations
[6] Capital and Risk Management
[7] Enforcement
[8] Applicability of BHC Act
§ 10.03 Intermediate Holding Companies
§ 10.04 Predominately Financial Companies
§ 10.05 Nonfinancial Companies
§ 10.06 Financial Companies
[1] Concentration Limits
[2] Orderly Liquidation and Resolution
[3] Reporting Requirements
CHAPTER 11
History of Bank Holding Company Regulation
§ 11.01 Introduction
§ 11.02 Bank Acquisition Policies
[1] Preserving Competition
[2] Prudential Regulation
[3] Source of Strength Doctrine
[4] Serving Community Bank Needs
§ 11.03 Bank Acquisition Policies
[1] Acquisition of Fiduciary Shares
[2] Acquisition of Shares in Connection with Debt Pre-viously Contracted
[3] Acquisition by Company with Majority Control
[4] Internal Reorganizations
[5] Certain Mergers and Consolidations
[6] Bank Securities Held in Escrow
[7] Acquisition of a Foreign Bank
§ 11.04 Transactions Requiring Prior Approval
[1] Formation of a Bank Holding Company
[2] Acquisition of a Bank
[3] Acquisition of More Than 5% of Bank Shares
[4] Acquisition of Bank Assets
[5] Merger of Bank Holding Companies
[6] Acquisition of Minority Interest
[7] Acquisition by Nonbank Financial Company
§ 11.05 Approval Factors
[1] Competitive Factors
[2] Financial Factors
[3] Managerial Factors
[4] Convenience and Needs of the Community
[5] Availability of Information
[6] Foreign Bank Factors
[7] Money Laundering Factors
[8] Financial Stability Factors
[9] Other Approval Factors
[10] Violations of Law
[11] State Law
[12] Miscellaneous Factors
§ 11.06 Interstate Transactions
[1] The Douglas Amendment
[2] Riegle-Neal Interstate Banking Act of 1994
[3] Dodd-Frank Act Concentration Limit
[4] State Antitrust Law
[5] Other State Limits
[6] Community Reinvestment Act
§ 11.07 Conditional Approvals
§ 11.08 Procedures
[1] 1997 Regulation Y Revision
[2] Thirty to Sixty Day Application Procedure
[3] Effect of Ongoing Examination
[4] Public Notice and Comment Period
[5] Notice to Primary Banking Supervisor
[6] Notice to Department of Justice
[7] Hearings
[8] Ninety-One Day Rule
[9] One-Bank Holding Company Formations
[10] Ex Parte Communications
[11] Time for Consummation of Transaction
§ 11.09 Other Notice and Approval Requirements
[1] Hart-Scott-Rodino Act
[2] Purchase or Redemption of BHC Shares
[3] Certain Director and Officer Appointments
[4] Change in Bank Control Act
CHAPTER 12
History of Bank Holding Company Regulation
§ 12.01 Introduction
[1] Consolidation in the Banking Industry
[2] Major Consolidation Transactions
§ 12.02 Antitrust Laws
[1] Sherman Antitrust Act
[2] Clayton Act
[3] Bank Merger Act
[4] Bank Holding Company Act
[5] Hart-Scott-Rodino Act
[6] Riegle-Neal Act Concentration Limits
[7] Dodd-Frank Act Concentration Limits
[8] State Antitrust Laws
§ 12.03 Bank Antitrust Analysis
[1] Role of the DOJ
[2] Horizontal Merger Guidelines
[3] Bank Merger Guidelines
[4] Relevant Markets
[5] Concentration
[6] Divestitures
[7] Potential Competition Doctrine
[8] Antitrust Implications of Minority Investments
§ 12.04 Antitrust Implications of Nonbanking Activities
[1] In General [2] Hart-Scott-Rodino Act
§ 12.05 Anti-Tying Restrictions
[1] In General [2] Basic Provisions
[3] Non-Applicability to Bank Holding Companies
[4] Treatment of Financial Subsidiaries
[5] Exceptions
[6] Securities Activities
§ 12.06 Antitrust Restrictions on Interlocks
[1] Interlocks Act
[2] Clayton Act
§ 12.07 Antitrust Restrictions on Interlocks
[1] Transamerica Corporation
[2] Philadelphia National Bank
[3] First City National Bank of Houston
[4] First National Bank of Lexington
[5] Third National Bank in Nashville
[6] Phillipsburg National Bank
[7] Connecticut National Bank
[8] Marine Bancorporation
[9] Mercantile Texas Corporation
[10] County National Bancorporation
[11] BankAmerica Corporation
[12] Citicorp
[13] Highland Capital
CHAPTER 13
Community Reinvestment Act Considerations
§ 13.01 Introduction
§ 13.02 Community Reinvestment Act
[1] Statutory Provisions
[2] Pre-1995 Regulation
[3] Joint Agency Review of CRA
[4] 1995 Regulation
[5] Assigned Ratings
[6] Data Collection
[7] CRA Disclosure Statement
[8] Public Disclosure of CRA Ratings
[9] Exclusion for Bankers Banks and Trust Companies
[10] Branch Closings
[11] Interagency Qs and As
[12] Board Study
[13] Neighborhood Stabilization Program
§ 13.03 CRA Considerations Under the BHC Act
[1] Section 3 Proposals
[2] Section 4 Proposals
[3] 1997 Amendments to Regulation Y
[4] Timeliness of CRA Comments
[5] Standing of CRA Protestants to Sue
§ 13.04 CRA Sunshine Requirements
CHAPTER 14
Affiliate Transactions
§ 14.01 Introduction
§ 14.02 Section 23A
[1] In General [2] Basic Restrictions
[3] Definitions
[4] Exemptions
[5] Interpretations
§ 14.03 Section 23B
[1] In General [2] Basic Restrictions
[3] Definitions
[4] Violations
§ 14.04 Treatment of Financial Subsidiaries
§ 14.05 Merchant Banking Investments
§ 14.06 Regulation W
[1] Purpose, Format and Scope
[2] Definitions
[3] General Section 23A Provisions
[4] Valuation and Timing Principles
[5] Other Requirements Under Section 23A
[6] Exemptions
[7] General Provisions of Section 23B
[8] Branches and Agencies of Foreign Banks
[9] Miscellaneous Interpretations
§ 14.07 Investment Funds
CHAPTER 15
Supervision, Enforcement and Resolution
§ 15.01 Introduction
§ 15.02 Supervisory Concepts and Approaches
[1] Risk-Management Supervision
[2] Functional Regulation
[3] Consolidated Supervision
[4] Systemic Risk Oversight
[5] Stress Testing
[6] Lessons from the Financial Crisis
[7] International Cooperation
§ 15.03 Registration and Reports
[1] Annual Reports
[2] Other Reports
[3] Suspicious Activity Reports
[4] Resolution Plan Reports
[5] Credit Exposure Reports
§ 15.04 Examinations
[1] General Examination Authority
[2] Coordination with Other Regulators
[3] Limitations on Boards Authority
[4] Examinations of Nonbank Financial Companies
[5] Examination Results
[6] Confidentiality of Examination Reports
§ 15.05 Ratings
[1] BOPEC
[2] RFI/C(D)
§ 15.06 Rulemaking Authority
§ 15.07 Supervisory Guidance
[1] Consolidated Supervision
[2] Large Complex Banking Organizations
[3] Funding and Liquidity Risk Management
[4] Consolidated Supervision of S&L Holding Companies
§ 15.08 Enhanced Prudential Standards
§ 15.09 Intermediate Holding Companies
§ 15.10 Capital
[1] Basel I [2] FDIC Improvement Act of 1991
[3] Basel II
[4] Basel III
[5] Dodd-Frank Act
[6] Large Bank Holding Companies
§ 15.11 Prompt Corrective Actions
[1] Capital Categories
[2] Specific Corrective Actions
§ 15.12 Enforcement Actions
[1] Financial Institutions Supervisory Act
[2] Liability of Institution-Affiliated Parties
[3] Violates
[4] Scienter
[5] Good Faith
[6] Nationality of Violator
[7] Types of Enforcement Actions
[8] Nonbank Financial Company Enforcement
§ 15.13 Penalties
[1] Mitigating Factors
[2] Criminal Penalties
[3] Civil Money Penalties
[4] Penalty for Failure to Report
§ 15.14 Litigation
[1] Actions by Aggrieved Parties
[2] Actions by the Department of Justice
[3] Actions by the Board
[4] Limits of Court Jurisdiction
[5] RICO
§ 15.15 Supervisory Appeals
[1] Appeal Process
[2] Ombudsman
§ 15.16 Liquidation Process in Resolution of Problem Companies
CHAPTER 16
Supervision, Enforcement and Resolution
§ 16.01 Introduction
§ 16.02 In General
[1] Applicability
[2] Exemptions
[3] Mandatory vs. Discretionary Standards
[4] Considerations
[5] Increased Stringency
[6] Differentiation Among Companies
[7] Consultation
[8] Standards for Foreign Companies
§ 16.03 Prudential Standards
[1] Concentration Limits
[2] Enhanced Public Disclosure Requirements
[3] Short-Term Debt Limits
[4] Risk Committees
[5] Stress Tests
[6] Leverage Limit
[7] Off-Balance Sheet Activities
[8] Contingent Capital
§ 16.04 Resolution and Remediation
[1] Resolution Plans
[2] Remediation Requirements
CHAPTER 17
Nonbanking Activities
§ 17.01 Overview
[1] Section 4 of the BHC Act
[2] Basic Restriction
[3] Separation of Banking and Commerce
[4] Prevention of Adverse Effects
[5] Volcker Rule
§ 17.02 Exempt Companies
[1] Family-Owned Companies
[2] Labor and Agricultural Organizations
[3] Hardship Exemption
[4] Grandfathered Nonbank Banks
[5] Nonbank Financial Companies
[6] Securities Holding Companies
§ 17.03 Exempt Activities and Acquisitions
[1] Managing Banks
[2] Funding Activities
[3] Servicing Activities
[4] Safe Deposit Business
[5] DPC Shares and Assets
[6] Shares or Assets Being Disposed of by Subsidiaries
[7] Fiduciary Investments
[8] Bank-Eligible Securities
[9] 5% Investments
[10] Investment Company Shares
[11] Asset Acquisitions
[12] Activities and Investments by Subsidiary Banks
[13] Section 4(c)(8) Closely Related Activities
[14] Section 4(k) Financial in Nature Activities
[15] Activities by Foreign Companies
[16] Overseas Activities
[17] Export Trading Companies
[18] De Novo Activities
§ 17.04 Section 4(c)(8) Activities
[1] Closely Related to Banking Test
[2] Proper Incident Test
[3] Public Benefits Test
[4] Adverse Effects
[5] De Novo Activities
[6] Incidental Activities
[7] Advisory Opinions
§ 17.05 Laundry List of Permissible Activities
[1] Extending Credit and Servicing Loans
[2] Activities Relating to Extending Credit
[3] Leasing
[4] Operating Nonbank Depository Institutions
[5] Trust Activities
[6] Financial and Investment Advice
[7] Agency Investment Services
[8] Principal Investment Transactions
[9] Management Consulting
[10] Support Services
[11] Insurance Agency and Underwriting
[12] Community Development
[13] Money Orders, Savings Bonds, and Travelers Checks
[14] Data Processing
§ 17.06 Activities Approved by Order Only
[1] Ineligible Securities Underwriting
[2] Joint Venture Activities
[3] Operating an Electronic Securities Exchange
[4] Private Investment Fund Activities
[5] Authentication of Identity
[6] Administrative Services for Mutual Funds
§ 17.07 Impermissible Activities Under Section 4(c)(8)
[1] Insurance Activities
[2] Real Estate Activities
[3] Management Consulting
[4] Travel Agency Activities
[5] Armored Car Activities
§ 17.08 Nonbank Banks
[1] Qualification for Grandfathering
[2] Termination of Grandfather Rights
[3] Transfer of Grandfather Rights
[4] Limitations on Nonbank Bank Activities
[5] Cross-Marketing Restrictions
[6] Overdraft Restrictions
[7] Asset Growth Limit
[8] Examination
[9] Enforcement
[10] Tying Restrictions
§ 17.09 Procedures for Section 4(c)(8) Activities
[1] Section 4(j)
[2] Normal Procedures
[3] Expedited Procedures
[4] De Novo Activities
[5] Acquisition of Going Concern
[6] Competitive Factors
[8] Public Notice and Comment
[9] Hart-Scott-Rodino Act
§ 17.10 Permissible Activities Under Section 4(k)
[1] In General
[2] New Role for Secretary of the Treasury
[3] Laundry List of Financial Activities
[4] New Financial Activities
[5] Activities Approved by Order
[6] Conditions for Engaging in Financial Activities
[7] Incidental Activities
[8] Complementary Activities
[9] Advisory Opinions
[10] Notice to Board of Governors
§ 17.11 Termination of Activities
[1] Two-Year Compliance Period for New BHCs
[2] Compliance Period for Nonconforming Acquisitions
[3] Grandfathered Activities
§ 17.12 Joint Ventures
[1] Ventures Among BHCs
[2] Ventures with Nonbanks
[3] Ventures with Law Firms
CHAPTER 18
Securities Activities
§ 18.01 Introduction
§ 18.02 Brokerage Activities
[1] General Permissibility
[2] Regulation Y Authority
[3] Types of Instruments Brokered
[4] Broker-Dealer Regulation
§ 18.03 Investment Advice
[1] In General
[2] Types of Advisory Activities
[3] Investment Advisers Act of 1940
§ 18.04 Private Placement Activities
[1] In General
[2] Regulation Y Authority
[3] Private Placement as Principal
[4] Placement of Registered Securities
[5] Placement of Mutual Funds
§ 18.05 Riskless Principal Activities
[1] In General
[2] Regulation Y Authority
§ 18.06 Underwriting and Dealing
[1] In General
[2] Definitions
[3] Eligible Securities
[4] Ineligible Securities
§ 18.07 Commodities and Derivatives
[1] In General
[2] Section 4(c)(8) Authority
[3] Advice
[4] Futures Commission Merchant Activities
[5] Proprietary Derivatives Trading
[6] Precious Metals
[7] Physical Delivery of Commodities
[8] Commodity Pool Operator
[9] Energy Management Services
[10] Dodd-Frank Act
[11] Volcker Rule
[12] Swaps Regulation
§ 18.08 The Glass-Steagall Act
[1] Section 16
[2] Section 20
[3] Section 21
[4] Section 32
[5] Relationship to the BHC Act
[6] Significant Glass-Steagall Cases
CHAPTER 19
Securities Activities
§ 19.01 Introduction
§ 19.02 Volcker Rule
[1] Purpose of the Rule
[2] Applicability
[3] Proprietary Trading Restrictions
[4] Hedge Fund and Private Equity Fund Restrictions
[5] Anti-Evasion Provision
[6] Regulations and Studies
[7] Effective Date
§ 19.03 Supervisory Issues
[1] Capital Charge
[2] Support for Affiliated Investment Funds
[3] Accounting Treatment
§ 19.04 Investments in Bank-Eligible Securities
§ 19.05 Investments of 5% or Less
§ 19.06 Investment Fund Activities
[1] Investment Company Activities
[2] Section 4(c)(7) Funds
[3] Bank-Eligible Mutual Funds
[4] Investment Partnerships
[5] REITs
§ 19.07 Merchant Banking Investments
§ 19.08 Nonvoting Equity Investments
§ 19.09 Insurance Company Investments
CHAPTER 20
Securities Activities
§ 20.01 Introduction
§ 20.02 Pre-1982 Insurance Powers
§ 20.03 Garn-St. Germain Restrictions
[1] General Prohibition
[2] Exemptions
[3] Applicability to Banks
§ 20.04 Insurance Agency Activities
[1] Gramm-Leach-Bliley Act Authority
[2] Credit Insurance
[3] Property and Casualty Insurance
[4] Insurance Agency Activities in Small Towns
[5] Title Insurance
[6] Annuities
[7] Insurance Consulting
[8] Networking Arrangements
§ 20.05 Insurance Underwriting Activities
[1] Authority for Financial Holding Companies
[2] Authority Prior to GLBA
[3] Citicorp/Travelers
§ 20.06 Grandfathered Insurance Activities
[1] Activities before May 1, 1982
[2] Activities Before January 1, 1971
§ 20.07 Major Insurance Cases
[1] Alabama Assn of Insurance Agents v. Board
[2] National Assn of Casualty and Surety Agents v. Board
[3] American Land Title Assn v. Board
[4] National Assn of Casualty and Surety Agents v. Board
[5] Independent Insurance Agents of America, Inc. v. Board
[6] Citicorp v. Board
[7] Independent Community Bankers of America v. Board
§ 20.08 Supervisory Matters
[1] Functional Regulation
[2] Federal Insurance Office
CHAPTER 21
Securities Activities
§ 21.01 Introduction
§ 21.02 Regulation Y
[1] Current Authority [2] 1971 Amendments
[3] 1982 Amendments
[4] 2003 Amendments
§ 21.03 Garn-St. Germain Restrictions
[1] In General
[2] Joint Ventures Among Bank Holding Companies
[3] Joint Ventures with Nonbank Companies
§ 21.04 Garn-St. Germain Restrictions
[1] EFT Networks
[2] Network Interchange Services
[3] Mergers of EFT Networks
§ 21.05 Garn-St. Germain Restrictions
[1] Home Banking
[2] Home Banking Gateway Services
[3] Home Shopping and Travel Planning
§ 21.06 Garn-St. Germain Restrictions
[1] In General
[2] Internet Banking
[3] Internet Access Services
[4] Internet Securities Transactions
§ 21.07 Garn-St. Germain Restrictions
[1] In General
[2] Closed Systems
[3] Open Systems
[1] Financial Office Services
[2] Financial Information Services
[3] Financial Data Base Services
[4] Electronic Travel Services
[5] Key Entry Services
[6] Computer Output to Microfilm
[7] Merchant Data Services
[8] Dispensing Alternative Media
[9] Financial Institution Services
[10] Nonfinancial Institution Services
[11] Computer Network Consulting
[12] Mobile Telephone Services
[13] Medical Claims Services
[14] Electronic Benefit Transfer Services
[15] Shareholder Services
[16] Bankruptcy and Class Action Services
[17] Merchant Card Processing
[18] Digital Signature Certification
[19] Electronic Stock Exchange
[20] Check Imaging and Processing Services
§ 21.09 Garn-St. Germain Restrictions
[1] Special Purpose Hardware
[2] General Purpose Hardware
[3] Hardware Design and Assembly
[4] Computer Hardware Inventory
§ 21.10 Garn-St. Germain Restrictions
CHAPTER 22
Real Estate Activities
§ 22.01 Introduction
§ 22.02 Applicability of Section 4 of the BHC Act
§ 22.03 Permissible Activities for BHCs
[1] Holding Bank Premises
[2] Liquidating Property
[3] Real Estate Acquired in Collecting a Debt Previously
Contracted
[4] Real Estate Acquired in Fiduciary Capacity
[5] Community Development Investments
[6] 5% or Lesser Interests
[7] Real Estate Appraisal
[8] Arranging Commercial Real Estate Equity Financing
[9] Real Estate Leasing
[10] Real Estate Settlement Services
[11] Real Estate Title Abstracting
[12] Real Estate Advisory Services
[13] REITs
§ 22.04 Impermissible Activities
[1] Real Estate Brokerage
[2] Real Estate Investment
[3] Real Estate Development
[4] Property Management
§ 22.05 Activities of Financial Holding Companies
[1] [1] Real Estate Not a Financial Asset
[2] Real Estate Development or Brokerage Not Permitted as a Finder Activity
[3] Real Estate Brokerage Not Otherwise Permissible
[4] Real Estate Management Not Permissible
§ 22.06 Real Estate Activities of Subsidiary Banks
[1] Applicability of BHC Act [2] Subsidiaries of National Banks
[3] Subsidiaries of State Banks
[4] Savings Associations
[5] Qualified Savings Banks
CHAPTER 23
Foreign Activities
§ 23.01 Introduction
§ 23.02 Statutory Framework
[1] Federal Reserve Act
[2] Bank Holding Company Act
[3] Regulation K
[3] Glass-Steagall Act
[4] Volcker Rule
§ 23.03 Permissible Activities
[1] In General
[2] Banking Activities
[3] Leasing
[4] Fiduciary Activities
[5] Servicing Activities
[6] Securities Activities
[7] Insurance Activities
[8] Venture Capital Activities
[9] Data Processing Activities
[10] Management Consulting
[11] Travel Agency
[12] Regulation Y Activities
[13] Other Activities
[14] Shares Acquired in Connection with a Debt Previously Contracted
[15] Debt for Equity Swaps
§ 23.04 Foreign Vehicles
[1] In General [2] Direct Bank Activities
[3] Bank vs. BHC Structure
[4] Branches
[5] Edge and Agreement Corporations
[6] Subsidiaries
[7] Joint Ventures
[8] Portfolio Investments
[9] Export Trading Companies
[10] International Banking Facilities
CHAPTER 24
Significant Bank Holding Company Cases
§ 24.01 Overview
[1] The Boards Record in the Courts
[2] Categorization of Major Cases
§ 24.02 Statutory Framework
[1] Whitney National Bank v. Bank of New Orleans
[2] Board v. First Lincolnwood Corp.
[3] Board v. Dimension Financial Corp.
[4] Board v. MCorp.
§ 24.03 Permissible Activities
[1] National Courier Association v. Board
[2] Merchants National
[3] Citicorp
§ 23.04 Foreign Vehicles
[1] Grandview Bank and Trust Co.
[2] Lewis v. BT Investment Managers, Inc.
[3] Northeast Bancorp, Inc. v. Board
[4] Synovus Financial Corp.