Federal Bank Holding Company Law, Third Edition

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This book provides coverage of the entire framework of bank holding company law, including current legislative and regulatory developments and the latest Federal Reserve Board orders.
Third Edition!

The new third edition of Federal Bank Holding Company Law by Melanie Fein is a comprehensive revision of a work already hailed as the definitive treatise on the subject.

Building on and updating the previous edition written by Ms. Fein and the late Pauline Heller, it features close examination of the Dodd-Frank Wall Street Reform and Consumer Protection Act and its impact on bank holding and other companies subject to bank holding company regulation. Major additions include new chapters on financial holding companies, savings and loan holding companies, and non-bank financial companies.

The book continues to provide in-depth coverage of the entire framework of bank holding company law, including current legislative and regulatory developments and the latest Federal Reserve Board orders and interpretive letters.

For timely, expert guidance on this critically important and evolving area of law, lawyers and banking professionals need look no further.

Book #00600; looseleaf, one volume, more than 1,100 pages; third edition published in December 2011, updated as needed. ISBN: 978-1-58852-177-4

Additional Information
SKU 600
Division Name Law Journal Press
Volumes 1
Product Types Books
Brand Law Journal Press
Jurisdiction Federal
ISBN 978-1-58852-177-4
Page Count 1100
Edition 3rd
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You're reviewing:Federal Bank Holding Company Law, Third Edition
Melanie L. Fein
Melanie L. Fein maintains her law practice from offices in Washington, D.C. and Virginia. She represents clients on a wide range of matters arising under federal and state banking, securities, and other laws. From 2003-2006, Ms. Fein was a partner in the law firm of Goodwin Procter LLP. Prior to that, she maintained her own firm. She was a partner of Arnold & Porter from 1989-1999, and an associate there from 1986-89. From 1979-1986, Ms. Fein was an attorney and senior counsel to the Board of Governors of the Federal Reserve System.Ms. Fein has taught courses on banking and financial services law at Yale Law School, where was on the adjunct faculty from 1992-2002, and at Boston University Law School and Catholic University’s Columbus School of Law. She is a past chair of the Executive Council of the Federal Bar Association’s Banking Law Committee and has held leadership roles on committees of the American Bar Association. She also has served on advisory boards for the Practising Law Institute, Consumer Bankers Association, Banking Policy Report, Stanford Journal of Law, Business & Finance, and other publications and organizations. Ms. Fein is the author of numerous articles on financial services law and the following treatises published by Aspen Publishers:Banking and Financial Services: Banking, Securities, and Insurance Regulatory Guide; Mutual Fund Activities of Banks; Securities Activities of Banks; and Law of Electronic Banking.She also is the author of a treatise on Federal Bank Holding Company Law (Law Journal Press). In 2000, she authored Regulating Convergence: Towards a Uniform Framework for Banking, Insurance and Investments, published by the Bank Administration Institute. She recently presented a paper at American Enterprise Institute entitled The Convergence of Financial Products and the Implications for Regulatory Convergence (2007). Among other projects, she currently is working on a study of the Financial Services Authority in the United Kingdom.Ms. Fein is a member of the Supreme Court Bar and holds her law license in Virginia and the District of Columbia. She is a recipient of the highest peer rating by Martindale Hubbell and is listed in the International Who’s Who of Banking Lawyers.
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

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