Chapter 16, Section 1817, Subsection (j) · 12 U.S.C. Chapter 16 — FEDERAL DEPOSIT INSURANCE CORPORATION

Contents

(j)

(1)No person, acting directly or indirectly or through or in concert with one or more other persons, shall acquire control of any insured depository institution through a purchase, assignment, transfer, pledge, or other disposition of voting stock of such insured depository institution unless the appropriate Federal banking agency has been given sixty days’ prior written notice of such proposed acquisition and within that time period the agency has not issued a notice disapproving the proposed acquisition or, in the discretion of the agency, extending for an additional 30 days the period during which such a disapproval may issue. The period for disapproval under the preceding sentence may be extended not to exceed 2 additional times for not more than 45 days each time if—

(A)the agency determines that any acquiring party has not furnished all the information required under paragraph (6);

(B)in the agency’s judgment, any material information submitted is substantially inaccurate;

(C)the agency has been unable to complete the investigation of an acquiring party under paragraph (2)(B) because of any delay caused by, or the inadequate cooperation of, such acquiring party; or

(D)the agency determines that additional time is needed—

(i)to investigate and determine that no acquiring party has a record of failing to comply with the requirements of subchapter II of chapter 53 of title 31; or

(ii)to analyze the safety and soundness of any plans or proposals described in paragraph (6)(E) or the future prospects of the institution.

An acquisition may be made prior to expiration of the disapproval period if the agency issues written notice of its intent not to disapprove the action.

(2)

(A)Upon receiving any notice under this subsection, the appropriate Federal banking agency shall forward a copy thereof to the appropriate State depository institution supervisory agency if the depository institution the voting shares of which are sought to be acquired is a State depository institution, and shall allow thirty days within which the views and recommendations of such State depository institution supervisory agency may be submitted. The appropriate Federal banking agency shall give due consideration to the views and recommendations of such State agency in determining whether to disapprove any proposed acquisition. Notwithstanding the provisions of this paragraph, if the appropriate Federal banking agency determines that it must act immediately upon any notice of a proposed acquisition in order to prevent the probable default of the depository institution involved in the proposed acquisition, such Federal banking agency may dispense with the requirements of this paragraph or, if a copy of the notice is forwarded to the State depository institution supervisory agency, such Federal banking agency may request that the views and recommendations of such State depository institution supervisory agency be submitted immediately in any form or by any means acceptable to such Federal banking agency.

(B)Upon receiving any notice under this subsection, the appropriate Federal banking agency shall—

(i)conduct an investigation of the competence, experience, integrity, and financial ability of each person named in a notice of a proposed acquisition as a person by whom or for whom such acquisition is to be made; and

(ii)make an independent determination of the accuracy and completeness of any information described in paragraph (6) with respect to such person.

(C)The appropriate Federal banking agency shall prepare a written report of any investigation under subparagraph (B) which shall contain, at a minimum, a summary of the results of such investigation. The agency shall retain such written report as a record of the agency.

(D)Upon receiving notice of a proposed acquisition, the appropriate Federal banking agency shall, unless such agency determines that an emergency exists, within a reasonable period of time—

(i)publish the name of the insured depository institution proposed to be acquired and the name of each person identified in such notice as a person by whom or for whom such acquisition is to be made; and

(ii)solicit public comment on such proposed acquisition, particularly from persons in the geographic area where the bank 4 proposed to be acquired is located, before final consideration of such notice by the agency,

unless the agency determines in writing that such disclosure or solicitation would seriously threaten the safety or soundness of such bank.4

(3)Within three days after its decision to disapprove any proposed acquisition, the appropriate Federal banking agency shall notify the acquiring party in writing of the disapproval. Such notice shall provide a statement of the basis for the disapproval.

(4)Within ten days of receipt of such notice of disapproval, the acquiring party may request an agency hearing on the proposed acquisition. In such hearing all issues shall be determined on the record pursuant to section 554 of title 5. The length of the hearing shall be determined by the appropriate Federal banking agency. At the conclusion thereof, the appropriate Federal banking agency shall by order approve or disapprove the proposed acquisition on the basis of the record made at such hearing.

(5)Any person whose proposed acquisition is disapproved after agency hearings under this subsection may obtain review by the United States court of appeals for the circuit in which the home office of the bank 4 to be acquired is located, or the United States Court of Appeals for the District of Columbia Circuit, by filing a notice of appeal in such court within ten days from the date of such order, and simultaneously sending a copy of such notice by registered or certified mail to the appropriate Federal banking agency. The appropriate Federal banking agency shall promptly certify and file in such court the record upon which the disapproval was based. The findings of the appropriate Federal banking agency shall be set aside if found to be arbitrary or capricious or if found to violate procedures established by this subsection.

(6)Except as otherwise provided by regulation of the appropriate Federal banking agency, a notice filed pursuant to this subsection shall contain the following information:

(A)The identity, personal history, business background and experience of each person by whom or on whose behalf the acquisition is to be made, including his material business activities and affiliations during the past five years, and a description of any material pending legal or administrative proceedings in which he is a party and any criminal indictment or conviction of such person by a State or Federal court.

(B)A statement of the assets and liabilities of each person by whom or on whose behalf the acquisition is to be made, as of the end of the fiscal year for each of the five fiscal years immediately preceding the date of the notice, together with related statements of income and source and application of funds for each of the fiscal years then concluded, all prepared in accordance with generally accepted accounting principles consistently applied, and an interim statement of the assets and liabilities for each such person, together with related statements of income and source and application of funds, as of a date not more than ninety days prior to the date of the filing of the notice.

(C)The terms and conditions of the proposed acquisition and the manner in which the acquisition is to be made.

(D)The identity, source and amount of the funds or other consideration used or to be used in making the acquisition, and if any part of these funds or other consideration has been or is to be borrowed or otherwise obtained for the purpose of making the acquisition, a description of the transaction, the names of the parties, and any arrangements, agreements, or understandings with such persons.

(E)Any plans or proposals which any acquiring party making the acquisition may have to liquidate the bank,4 to sell its assets or merge it with any company or to make any other major change in its business or corporate structure or management.

(F)The identification of any person employed, retained, or to be compensated by the acquiring party, or by any person on his behalf, to make solicitations or recommendations to stockholders for the purpose of assisting in the acquisition, and a brief description of the terms of such employment, retainer, or arrangement for compensation.

(G)Copies of all invitations or tenders or advertisements making a tender offer to stockholders for purchase of their stock to be used in connection with the proposed acquisition.

(H)Any additional relevant information in such form as the appropriate Federal banking agency may require by regulation or by specific request in connection with any particular notice.

(7)The appropriate Federal banking agency may disapprove any proposed acquisition if—

(A)the proposed acquisition of control would result in a monopoly or would be in furtherance of any combination or conspiracy to monopolize or to attempt to monopolize the business of banking in any part of the United States;

(B)the effect of the proposed acquisition of control in any section of the country may be substantially to lessen competition or to tend to create a monopoly or the proposed acquisition of control would in any other manner be in restraint of trade, and the anticompetitive effects of the proposed acquisition of control are not clearly outweighed in the public interest by the probable effect of the transaction in meeting the convenience and needs of the community to be served;

(C)either the financial condition of any acquiring person or the future prospects of the institution is such as might jeopardize the financial stability of the bank 4 or prejudice the interests of the depositors of the bank; 4

(D)the competence, experience, or integrity of any acquiring person or of any of the proposed management personnel indicates that it would not be in the interest of the depositors of the bank, or in the interest of the public to permit such person to control the bank; 4

(E)any acquiring person neglects, fails, or refuses to furnish the appropriate Federal banking agency all the information required by the appropriate Federal banking agency; or

(F)the appropriate Federal banking agency determines that the proposed transaction would result in an adverse effect on the Deposit Insurance Fund.

(8)For the purposes of this subsection, the term—

(A)“person” means an individual or a corporation, partnership, trust, association, joint venture, pool, syndicate, sole proprietorship, unincorporated organization, or any other form of entity not specifically listed herein; and

(B)“control” means the power, directly or indirectly, to direct the management or policies of an insured depository institution or to vote 25 per centum or more of any class of voting securities of an insured depository institution.

(9)

(A)Any foreign bank, or any affiliate thereof, that has credit outstanding to any person or group of persons which is secured, directly or indirectly, by shares of an insured depository institution shall file a consolidated report with the appropriate Federal banking agency for such insured depository institution if the extensions of credit by the foreign bank or any affiliate thereof, in the aggregate, are secured, directly or indirectly, by 25 percent or more of any class of shares of the same insured depository institution.

(B)For purposes of this paragraph, the following definitions shall apply:

(i)The terms “foreign bank” and “affiliate” have the same meanings as in section 3101 of this title.

(ii)The term “credit outstanding” includes—

(I)any loan or extension of credit,

(II)the issuance of a guarantee, acceptance, or letter of credit, including an endorsement or standby letter of credit, and

(III)any other type of transaction that extends credit or financing to the person or group of persons.

(iii)The term “group of persons” includes any number of persons that the foreign bank or any affiliate thereof reasonably believes—

(I)are acting together, in concert, or with one another to acquire or control shares of the same insured depository institution, including an acquisition of shares of the same insured depository institution at approximately the same time under substantially the same terms; or

(II)have made, or propose to make, a joint filing under section 78m of title 15 regarding ownership of the shares of the same insured depository institution.

(C)Any shares of the insured depository institution held by the foreign bank or any affiliate thereof as principal shall be included in the calculation of the number of shares in which the foreign bank or any affiliate thereof has a security interest for purposes of subparagraph (A).

(D)

(i)The report required under this paragraph shall be a consolidated report on behalf of the foreign bank and all affiliates thereof, and shall be filed in writing within 30 days of the date on which the foreign bank or affiliate thereof first believes that the security for any outstanding credit consists of 25 percent or more of any class of shares of an insured depository institution.

(ii)The report under this paragraph shall indicate the number and percentage of shares securing each applicable extension of credit, the identity of the borrower, and the number of shares held as principal by the foreign bank and any affiliate thereof.

(iii)A copy of any report under this paragraph shall be filed with the appropriate Federal banking agency for the foreign bank or any affiliate thereof (if other than the agency receiving the report under this paragraph).

(iv)Each appropriate Federal banking agency may require any additional information necessary to carry out the agency’s supervisory responsibilities.

(E)

(i)Notwithstanding subparagraph (A), a foreign bank or any affiliate thereof shall not be required to report a transaction under this paragraph if the person or group of persons referred to in such subparagraph has disclosed the amount borrowed from such foreign bank or any affiliate thereof and the security interest of the foreign bank or any affiliate thereof to the appropriate Federal banking agency for the insured depository institution in connection with a notice filed under this subsection, an application filed under the Bank Holding Company Act of 1956 [12 U.S.C. 1841 et seq.], section 1467a of this title, or any other application filed with the appropriate Federal banking agency for the insured depository institution as a substitute for a notice under this subsection, such as an application for deposit insurance, membership in the Federal Reserve System, or a national bank charter.

(ii)Notwithstanding subparagraph (A), a foreign bank and any affiliate thereof shall not be required to report a transaction involving—

(I)a person or group of persons that has been the owner or owners of record of the stock for a period of 1 year or more; or

(II)stock issued by a newly chartered bank before the bank’s opening.

(10)The reports required by paragraph (9) of this subsection shall contain such of the information referred to in paragraph (6) of this subsection, and such other relevant information, as the appropriate Federal banking agency may require by regulation or by specific request in connection with any particular report.

(11)The Federal banking agency receiving a notice or report filed pursuant to paragraph (1) or (9) shall immediately furnish to the other Federal banking agencies a copy of such notice or report.

(12)Whenever such a change in control occurs, each insured depository institution shall report promptly to the appropriate Federal banking agency any changes or replacement of its chief executive officer or of any director occurring in the next twelve-month period, including in its report a statement of the past and current business and professional affiliations of the new chief executive officer or directors.

(13)The appropriate Federal banking agencies are authorized to issue rules and regulations to carry out this subsection.

(14)Within two years after the effective date of the Change in Bank Control Act of 1978, and each year thereafter in each appropriate Federal banking agency’s annual report to the Congress, the appropriate Federal banking agency shall report to the Congress the results of the administration of this subsection, and make any recommendations as to changes in the law which in the opinion of the appropriate Federal banking agency would be desirable.

(15)

(A)The appropriate Federal banking agency may exercise any authority vested in such agency under section 1818(n) of this title in the course of conducting any investigation under paragraph (2)(B) or any other investigation which the agency, in its discretion, determines is necessary to determine whether any person has filed inaccurate, incomplete, or misleading information under this subsection or otherwise is violating, has violated, or is about to violate any provision of this subsection or any regulation prescribed under this subsection.

(B)Whenever it appears to the appropriate Federal banking agency that any person is violating, has violated, or is about to violate any provision of this subsection or any regulation prescribed under this subsection, the agency may, in its discretion, apply to the appropriate district court of the United States or the United States court of any territory for—

(i)a temporary or permanent injunction or restraining order enjoining such person from violating this subsection or any regulation prescribed under this subsection; or

(ii)such other equitable relief as may be necessary to prevent any such violation (including divestiture).

(C)

(i)The district courts of the United States and the United States courts in any territory shall have the same jurisdiction and power in connection with any exercise of any authority by the appropriate Federal banking agency under subparagraph (A) as such courts have under section 1818(n) of this title.

(ii)The district courts of the United States and the United States courts of any territory shall have jurisdiction and power to issue any injunction or restraining order or grant any equitable relief described in subparagraph (B). When appropriate, any injunction, order, or other equitable relief granted under this paragraph shall be granted without requiring the posting of any bond.

The resignation, termination of employment or participation, divestiture of control, or separation of or by an institution-affiliated party (including a separation caused by the closing of a depository institution) shall not affect the jurisdiction and authority of the appropriate Federal banking agency to issue any notice and proceed under this subsection against any such party, if such notice is served before the end of the 6-year period beginning on the date such party ceased to be such a party with respect to such depository institution (whether such date occurs before, on, or after August 9, 1989).

(16)

(A)Any person who violates any provision of this subsection, or any regulation or order issued by the appropriate Federal banking agency under this subsection, shall forfeit and pay a civil penalty of not more than $5,000 for each day during which such violation continues.

(B)Notwithstanding subparagraph (A), any person who—

(i)

(I)commits any violation described in any clause of subparagraph (A);

(II)recklessly engages in an unsafe or unsound practice in conducting the affairs of a depository institution; or

(III)breaches any fiduciary duty;

(ii)which violation, practice, or breach—

(I)is part of a pattern of misconduct;

(II)causes or is likely to cause more than a minimal loss to such institution; or

(III)results in pecuniary gain or other benefit to such person,

shall forfeit and pay a civil penalty of not more than $25,000 for each day during which such violation, practice, or breach continues.

(C)Notwithstanding subparagraphs (A) and (B), any person who—

(i)knowingly—

(I)commits any violation described in any clause of subparagraph (A);

(II)engages in any unsafe or unsound practice in conducting the affairs of a depository institution; or

(III)breaches any fiduciary duty; and

(ii)knowingly or recklessly causes a substantial loss to such institution or a substantial pecuniary gain or other benefit to such person by reason of such violation, practice, or breach,

shall forfeit and pay a civil penalty in an amount not to exceed the applicable maximum amount determined under subparagraph (D) for each day during which such violation, practice, or breach continues.

(D)The maximum daily amount of any civil penalty which may be assessed pursuant to subparagraph (C) for any violation, practice, or breach described in such subparagraph is—

(i)in the case of any person other than a depository institution, an amount to not exceed $1,000,000; and

(ii)in the case of a depository institution, an amount not to exceed the lesser of—

(I)$1,000,000; or

(II)1 percent of the total assets of such institution.

(E)Any penalty imposed under subparagraph (A), (B), or (C) shall be assessed and collected by the appropriate Federal banking agency in the manner provided in subparagraphs (E), (F), (G), and (I) of section 1818(i)(2) of this title for penalties imposed (under such section) and any such assessment shall be subject to the provisions of such section.

(F)The depository institution or other person against whom any penalty is assessed under this paragraph shall be afforded an agency hearing if such institution or other person submits a request for such hearing within 20 days after the issuance of the notice of assessment. Section 1818(h) of this title shall apply to any proceeding under this paragraph.

(G)All penalties collected under authority of this paragraph shall be deposited into the Treasury.

(17)This subsection shall not apply with respect to a transaction which is subject to—

(A)section 1842 of this title;

(B)section 1828(c) of this title; or

(C)section 1467a of this title.

(18)For purposes of this subsection, the term “insured depository institution” includes—

(A)any depository institution holding company; and

(B)any other company which controls an insured depository institution and is not a depository institution holding company.

United States Government work; public domain under 17 U.S.C. § 105.

Defined terms · 200

Show every defined term

acquire
means to acquire, directly or indirectly, ownership or control through—
activity
includes acquiring or retaining any investment.
adequately capitalized
has the same meaning as in section 1831o of this title.
affiliate
has the meaning given the term in section 1841 of this title.
affiliated insured bank
means—
affordable housing discount
means, with respect to any eligible residential or eligible condominium property transferred under this section by the Corporation, the difference (if any) between the realizable disposition value of the property and the actual sale price of the property under this section.
agent institution
means an insured depository institution that places a covered deposit through a deposit placement network at other insured depository institutions in amounts that are less than or equal to the standard maximum deposit insurance amount, specifying the interest rate to be paid for such amounts, if the insured depository institution—
agricultural bank
means a bank—
antitrust laws
means the Act of July 2, 1890 (the Sherman Antitrust Act), the Act of October 15, 1914 (the Clayton Act), and any other Acts in pari materia.
appropriate Federal banking agency
means— Under the rule set forth in this subsection, more than one agency may be an appropriate Federal banking agency with respect to any given institution.
appropriate Federal financial institutions regulatory agency
means—
appropriate State
means the State to which notice was mailed under paragraph (1)(C), except that if the notice was not mailed to an address that is within a State it shall mean the State in which the depository institution in default has its main office;
bank holding company
has the meaning given to such term in section 1841 of this title.
Bank Insurance Fund member
means any depository institution the deposits of which are insured by the Bank Insurance Fund.
Bank Insurance Fund reserve ratio
means the ratio of the net worth of the Bank Insurance Fund to the value of the aggregate estimated insured deposits held in all Bank Insurance Fund members.
benefit-responsive withdrawals or transfers
means any withdrawal or transfer of funds (consisting of any portion of the principal and any interest credited at a rate guaranteed by the insured depository institution investment contract) during the period in which any guaranteed rate is in effect, without substantial penalty or adjustment, to pay benefits provided by the employee benefit plan or to permit a plan participant or beneficiary to redirect the investment of his or her account balance.
Board
means the Board of Governors of the Federal Reserve System.
Board of Directors
means the Board of Directors of the Corporation.
branch
means any domestic branch.
bridge depository institution
means a new national bank or Federal savings association organized by the Corporation in accordance with section 1821(n) of this title.
Bureau
means the Bureau of Consumer Financial Protection.
business day
means any day other than any Saturday, Sunday, or any day on which either the New York Stock Exchange or the Federal Reserve Bank of New York is closed.
capital distribution
means—
capital restoration plan
means a plan submitted under subsection (e)(2).
capital standards
has the same meaning as in section 1831o(c) of this title;
clearing organization
has the same meaning as in section 4402 of this title.
clearinghouse
means—
Commission
means the Securities and Exchange Commission.
commodity contract
means—
community development bank
means any depository institution (as defined in section 1813(c)(1) of this title).
community development financial institution
has the same meaning as in section 4702(5) of this title.
community development organization
means any community development bank, community development corporation, community development unit within any insured depository institution, or community development credit union.
company
has the same meaning as in section 1841(b) of this title.
compensation
includes any payment of money or provision of any other thing of value in consideration of employment.
Comptroller
means the Comptroller of the Currency.
consent application
means an application filed with Corporation 2 by an individual (or by an insured depository institution or depository institution holding company on behalf of an individual) seeking the written consent of the Corporation under subsection (a)(1).
control
means the power, directly or indirectly, to direct the management or policies of an insured depository institution or to vote 25 per centum or more of any class of voting securities of an insured depository institution.
cooperative agreement
means a written agreement that is signed by the home State bank supervisor and the host State bank supervisor to facilitate State regulatory supervision of State banks, and includes nationwide or multi-State cooperative agreements and cooperative agreements solely between the home State and host State.
Corporation
means the Federal Deposit Insurance Corporation.
covered agency
means any of the following:
covered company
means any depository institution holding company (including any company required to file a report under section 1843(f)(6) of this title), or any other company that controls an insured depository institution.
covered deposit
means a deposit that—
covered depository institution
means an insured depository institution that—
covered insured depository institution
means an insured depository institution that—
credit outstanding
includes—
custodial deposit
means a deposit that is not deposited at an insured depository institution in return for fees paid by the insured depository institution pursuant to an agreement with a third party and that would otherwise be considered to be obtained, directly or indirectly, by or through a deposit broker, if the deposit is deposited at 1 or more insured depository institutions, for the purpose of providing or maintaining deposit insurance for the benefit of a third party, by or through any of the following, each acting in a formal custodial or fiduciary capacity for the benefit of a third party:
de novo branch
means a branch of a State bank which—
deal in
includes making, taking, buying, selling, redeeming, or collecting.
default
means a failure to comply with the terms of a loan or other obligation to such an extent that the property securing the obligation is foreclosed upon.
deposit
means—
deposit broker
means—
Deposit Insurance Fund
means the Deposit Insurance Fund established under section 1821(a)(4) of this title.
deposit placement network
means a network in which an insured depository institution participates, together with other insured depository institutions, for the processing and receipt of reciprocal deposits.
depository institution
includes an uninsured branch or agency of a foreign bank, if such branch or agency is located in any State;
depository institution holding company
includes any foreign bank or company described in section 3106(a) of this title.
designated reserve ratio
means the reserve ratio designated by the Board of Directors in accordance with section 1817(b)(3) of this title.
domestic branch
includes any branch bank, branch office, branch agency, additional office, or any branch place of business located in any State of the United States or in any Territory of the United States, Puerto Rico, Guam, American Samoa, the Trust Territory of the Pacific Islands, or the Virgin Islands at which deposits are received or checks paid or money lent.
domestic violence
means the occurrence of one or more of the following acts by a current or former family member, household member, intimate partner, or caretaker:
economically depressed region
means any geographical region which the Corporation determines by regulation to be a region within which real estate values have suffered serious decline due to severe economic conditions, such as a decline in energy or agricultural values or prices.
eligible commercial real property
means any property (i) to which the Corporation acquires title, and (ii) that the Corporation, in the discretion of the Corporation, determines is suitable for use for the location of offices or other administrative functions involved with carrying out a program referred to in paragraph (1)(B).
eligible condominium property
means a condominium unit, as such term is defined in section 3603 of title 15—
eligible institution
means an insured depository institution that accepts custodial deposits, if the insured depository institution has less than $10,000,000,000 in total assets as reported on the consolidated report of condition and income as reported quarterly to the appropriate Federal banking agency and—
eligible insured depository institution
means any insured depository institution that—
eligible multifamily housing property
means a property consisting of more than 4 dwelling units—
eligible residential property
includes eligible single family properties and eligible multifamily housing properties.
eligible single family property
means a 1- to 4-family residence (including a manufactured home)—
employee
means any employee—
employee benefit plan
has the same meaning as in paragraph (5)(B)(ii), and includes any eligible deferred compensation plan described in section 457 of title 26.
employee of the Corporation
includes any employee of the Office of the Comptroller of the Currency or of the Consumer Financial Protection Bureau who serves as a deputy or assistant to a member of the Board of Directors of the Corporation in connection with activities of the Corporation.
Federal bank secrecy laws
means—
Federal banking agencies
has the same meaning as in section 1813 of this title;
Federal banking agency
means the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, or the Federal Deposit Insurance Corporation.
Federal branch
has the meaning given to such term by section 1(b)(6) of the International Banking Act of 1978 [12 U.S.C. 3101(b)(6)].
Federal depository institution
means any national bank, any Federal savings association, and any Federal branch.
Federal savings association
means any Federal savings association or Federal savings bank which is chartered under section 1464 of this title.
final determination
means the transmittal of a report of examination to the bank or transmittal of official notice of proceedings to the bank.
financial company
has the meaning given the term in section 201(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (12 U.S.C. 5381(a)).
financial institution
means—
financial product or service
has the meaning given the term in section 5481 of this title.
financial subsidiary
has the meaning given the term in section 24a(g) of this title.
foreign bank
has the same meaning as in section 3101(7) of this title.
foreign branch
means any office or place of business located outside the United States, its territories, Puerto Rico, Guam, American Samoa, the Trust Territory of the Pacific Islands, or the Virgin Islands, at which banking operations are conducted.
forward contract
means—
fulfillment
means a list of factors that the appropriate Federal banking agency determines have a material impact on the agency’s decision—
functionally regulated affiliate
means, with respect to any depository institution, any affiliate of such depository institution that is—
functionally regulated subsidiary
has the same meaning as in section 1844(c)(5) 1 of this title.
golden parachute payment
means any payment (or any agreement to make any payment) in the nature of compensation by any insured depository institution or covered company for the benefit of any institution-affiliated party pursuant to an obligation of such institution or covered company that—
government depositor
means a depositor that is—
Government-sponsored enterprise
has the meaning given to such term in section 1404(e)(1)(A) of the Financial Institutions Reform, Recovery, and Enforcement Act of 1989.
group of persons
includes any number of persons that the foreign bank or any affiliate thereof reasonably believes—
home State
means the State by which a State bank is chartered.
host State
means, with respect to a bank, a State, other than the home State of the bank, in which the bank maintains, or seeks to establish and maintain, a branch.
in danger of default
means an insured depository institution with respect to which (or in the case of a foreign bank having an insured branch, with respect to such insured branch) the appropriate Federal banking agency or State chartering authority has advised the Corporation (or, if the appropriate Federal banking agency is the Corporation, the Corporation has determined) that—
in-State depository institution or in-State holding company
means an existing insured depository institution currently operating in the State in which the bank in default or the bank in danger of default is chartered or a company that is operating an insured depository institution subsidiary in the State in which the bank in default or the bank in danger of default is chartered;
indemnification payment
means any payment (or any agreement to make any payment) by any insured depository institution or covered company for the benefit of any person who is or was an institution-affiliated party, to pay or reimburse such person for any liability or legal expense with regard to any administrative proceeding or civil action instituted by the appropriate Federal banking agency which results in a final order under which such person—
ineligible condominium property
means any eligible condominium property to which the provisions of this section do not apply as a result of the limitations under subsection (b)(2)(A).
ineligible multifamily housing property
means any eligible multifamily housing property to which the provisions of this section do not apply as a result of the limitations under subsection (b)(2)(A).
ineligible residential property
includes ineligible single family properties, ineligible multifamily housing properties, and ineligible condominium properties.
ineligible single family property
means any eligible single family property to which the provisions of this section do not apply as a result of the limitations under subsection (b)(2)(A).
institution-affiliated party
means—
insured bank
means any bank (including a foreign bank having an insured branch) the deposits of which are insured in accordance with the provisions of this chapter;
insured branch
means any branch (as defined in section 1(b)(3) of the International Banking Act of 1978 [12 U.S.C. 3101(b)(3)]) of a foreign bank any deposits in which are insured pursuant to this chapter.
insured credit union
has the meaning given the term in section 1752 of this title.
insured deposit
means an insured deposit as defined in paragraph (1) of this subsection which—
insured depository institution
has the meaning given the term in section 1813 of this title.
interstate bank
means a bank which maintains branches in more than 1 State.
interstate branch
means a branch established pursuant to this title 1 or any amendment made by this title 1 to any other provision of law and any branch of a bank controlled by an out-of-State bank holding company (as defined in section 1841(o)(7) of this title).
interstate merger transaction
means a merger transaction involving 2 or more insured depository institutions that have different home States and that are not affiliates;
investment portfolio
shall mean all investments shown on the consolidated balance sheet of the Association other than—
lead insured depository institution
has the same meaning as in section 1841(o)(8) 1 of this title.
liability or legal expense
means—
lifeline account
means any transaction account (as defined in section 461(b)(1)(C) of this title) which meets the minimum requirements established by the Corporation under this subsection.
liquid and readily-marketable
has the meaning given the term in section 249.3 of title 12, Code of Federal Regulations, or any successor thereto;
lottery
includes any arrangement, other than a savings promotion raffle, whereby three or more persons (the “participants”) advance money or credit to another in exchange for the possibility or expectation that one or more but not all of the participants (the “winners”) will receive by reason of their advances more than the amounts they have advanced, the identity of the winners being determined by any means which includes—
lottery ticket
includes any right, privilege, or possibility (and any ticket, receipt, record, or other evidence of any such right, privilege, or possibility), of becoming a winner in a lottery.
low- and moderate-income persons
has the meaning given such term in section 5302(a)(20) of title 42.
low- or moderate-income area
means a census tract for which the median family income is—
low-income families
means families and individuals whose incomes do not exceed 80 percent of the median income of the area involved, as determined by the Secretary, with adjustment for family size.
lower income
means income that is less than or equal to the median income based on statistics from State or Federal sources.
material loss
means any estimated loss in excess of—
merger transaction
has the meaning determined under section 1828(c)(3) of this title.
minority
means any Black American, Native American, Hispanic American, or Asian American.
minority bank
means any depository institution described in clause (i), (ii), or (iii) of section 461(b)(1)(A) of this title—
municipal obligation
means an obligation of—
mutual savings bank
means a bank without capital stock transacting a savings bank business, the net earnings of which inure wholly to the benefit of its depositors after payment of obligations for any advances by its organizers.
national member bank
means any national bank which is a member of the Federal Reserve System.
national nonmember bank
means any national bank which—
net realizable market value
means a price below the market value that takes into account (A) any reductions in holding costs resulting from the expedited sale of a property, including foregone real estate taxes, insurance, maintenance costs, security costs, and loss of use of funds, and (B) the avoidance, if applicable, of fees paid to real estate brokers, auctioneers, or other individuals or organizations involved in the sale of property owned by the Corporation.
network member bank
means an insured depository institution that is a member of a deposit placement network.
new depository institution
means a new national bank or Federal savings association, other than a bridge depository institution, organized by the Corporation in accordance with section 1821(m) of this title.
noninsured bank
means any bank the deposits of which are not so insured.
nonprofit organization
means a private organization (including a limited equity cooperative)—
obligation
includes—
online service
means any Internet-based service, such as a website or mobile application.
other capital measures
has the meaning as in section 1831o(c) of this title;
out-of-State bank
means, with respect to any State, a bank whose home State is another State.
out-of-State bank holding company
means, with respect to any State, a bank holding company whose home State is another State.
pass-through deposit insurance
means, with respect to an employee benefit plan, deposit insurance coverage based on the interest of each participant, in accordance with regulations issued by the Corporation.
payment
includes—
person
means an individual or a corporation, partnership, trust, association, joint venture, pool, syndicate, sole proprietorship, unincorporated organization, or any other form of entity not specifically listed herein;
personal identification card
means an identification document issued by a State or local government to an individual solely for the purpose of identification of that individual.
personal information
means the information displayed on or electronically encoded on a driver’s license or personal identification card that is reasonably necessary to fulfill the purpose and uses permitted by subsection (b).
plan
has the meaning given the term in section 1002 of title 29.
plan administrator
has the meaning given the term “administrator” in section 1002 of title 29.
preferred deposits
means deposits of any public unit (as defined in paragraph (1)) at any insured depository institution which are secured or collateralized as required under State law.
pretrial diversion or similar program
means a program characterized by a suspension or eventual dismissal or reversal of charges or criminal prosecution upon agreement by the accused to restitution, drug or alcohol rehabilitation, anger management, or community service.
private deposit insurer
means any entity insuring the deposits of any depository institution lacking Federal deposit insurance.
privilege
includes any work-product, attorney-client, or other privilege recognized under Federal or State law.
public agency
means any Federal, State, local, or other governmental entity, and includes any public housing agency.
qualified affiliate
means—
qualified agricultural loan
means a loan made to finance the production of agricultural products or livestock in the United States, a loan secured by farmland or farm machinery, or such other category of loans as the appropriate Federal banking agency may deem eligible.
qualified distressed community
means any neighborhood or community which—
qualified financial contract
means any securities contract, commodity contract, forward contract, repurchase agreement, swap agreement, and any similar agreement that the Corporation determines by regulation, resolution, or order to be a qualified financial contract for purposes of this paragraph.
qualified foreign government security
means a security that is a direct obligation of, or that is fully guaranteed by, the central government of a member of the Organization for Economic Cooperation and Development (as determined by regulation or order adopted by the appropriate Federal banking authority).Such term is applicable for purposes of this subsection only and shall not be construed or applied so as to challenge or affect the characterization, definition, or treatment of any swap agreement under any other statute, regulation, or rule, including the Gramm-Leach-Bliley Act, the Legal Certainty for Bank Products Act of 2000 [7 U.S.C. 27 to 27f], the securities laws (as such term is defined in section 3(a)(47) of the Securities Exchange Act of 1934 [15 U.S.C. 78c(a)(47)]) and the Commodity Exchange Act [7 U.S.C. 1 et seq.].
qualified housing project
means residential real estate that is intended to primarily benefit lower income people throughout the period of the investment.
qualified note
means any note that—
qualifying household
means a household—
qualifying multifamily purchaser
means—
realizable disposition value
means the estimated sale price that the Corporation reasonably would be able to obtain upon the sale of a property by the Corporation under the provisions of this chapter, not including this section, and any other applicable laws.
receiver
includes a receiver, liquidating agent, conservator, commission, person, or other agency charged by law with the duty of winding up the affairs of a bank or savings association or of a branch of a foreign bank.
reciprocal deposits
means deposits received by an agent institution through a deposit placement network with the same maturity (if any) and in the same aggregate amount as covered deposits placed by the agent institution in other network member banks.
recourse
has the meaning given to such term under generally accepted accounting principles;
registered investment company
means an investment company that is registered with the Commission under the Investment Company Act of 1940 [15 U.S.C. 80a–1 et seq.].
relevant capital measure
means the measures described in subsection (c).
relevant depository institution
means any depository institution of which the party is or was an institution-affiliated party at the time at which—
required minimum level
means, with respect to each relevant capital measure, the minimum acceptable capital level specified by the appropriate Federal banking agency by regulation.
responsible agency
means the agency determined in accordance with section 1828(c)(2) of this title with respect to a merger transaction.
resulting bank
means a bank that has resulted from an interstate merger transaction under this section.
risk-based assessment system
means a system for calculating a depository institution’s assessment based on—
savings and loan holding company
has the meaning given to such term in section 1467a of this title.
savings association
means—
Savings Association Insurance Fund member
means any depository institution the deposits of which are insured by the Savings Association Insurance Fund.
Savings Association Insurance Fund reserve ratio
means the ratio of the net worth of the Savings Association Insurance Fund to the value of the aggregate estimated insured deposits held in all Savings Association Insurance Fund members.
savings bank
means a bank (including a mutual savings bank) which transacts its ordinary banking business strictly as a savings bank under State laws imposing special requirements on such banks governing the manner of investing their funds and of conducting their business.
savings promotion raffle
means a contest in which the sole consideration required for a chance of winning designated prizes is obtained by the deposit of a specified amount of money in a savings account or other savings program, where each ticket or entry has an equal chance of being drawn, such contest being subject to regulations that may from time to time be promulgated by the appropriate prudential regulator (as defined in section 5481 of this title).
scan
means the act of using a device or software to decipher, in an electronically readable format, personal information displayed on or electronically encoded on a driver’s license or personal identification card.
Secretary
means the Secretary of the Treasury.
senior executive officer
has the same meaning as in regulations prescribed under section 1831i(f) of this title.
small business
means a business that meets the criteria for a small business concern established by the Small Business Administration under section 632(a) of title 15;
source of financial strength
means the ability of a company that directly or indirectly owns or controls an insured depository institution to provide financial assistance to such insured depository institution in the event of the financial distress of the insured depository institution.
standard maximum deposit insurance amount
means $250,000, adjusted as provided under subparagraph (F) after March 31, 2010.
State
means any State of the United States, the District of Columbia, the Commonwealth of Puerto Rico, and any other commonwealth, possession, or territory of the United States.
State bank
means any bank, banking association, trust company, savings bank, industrial bank (or similar depository institution which the Board of Directors finds to be operating substantially in the same manner as an industrial bank), or other banking institution which— including any cooperative bank or other unincorporated bank the deposits of which were insured by the Corporation on the day before August 9, 1989.
State bank supervisor
means any officer, agency, or other entity of any State which has primary regulatory authority over State banks or State savings associations in such State.
State depository institution
means any State bank, any State savings association, and any insured branch which is not a Federal branch.
State housing finance agency
means the public agency, authority, corporation, or other instrumentality of a State that has the authority to provide residential mortgage loan financing throughout the State.
State member bank
means any State bank which is a member of the Federal Reserve System.
State nonmember bank
means any State bank which is not a member of the Federal Reserve System.
State savings association
means— which is organized and operating according to the laws of the State (as defined in subsection (a)(3)) in which it is chartered or organized.
State supervisory fees
means assessments, examination fees, branch fees, license fees, and all other fees that are levied or charged by a State bank supervisor directly upon an insured State bank or upon branches of an insured State bank.
statutorily prescribed amount
means, with respect to any calendar year which ends after August 9, 1989—
subordinated debt
means debt subordinated to the claims of general creditors.
subsidiary
has the meaning given to such term in section 1841(d) of this title.
swap agreement
means—
transfer
means every mode, direct or indirect, absolute or conditional, voluntary or involuntary, of disposing of or parting with property or with an interest in property, including retention of title as a security interest and foreclosure of the depository institution’s equity of redemption.
transferee institution
means the insured depository institution in which the Corporation has made available a transferred deposit pursuant to section 1821(f)(1) of this title;
transferred deposit
means a deposit in a new bank or other insured depository institution made available to a depositor by the Corporation as payment of the insured deposit of such depositor in a closed bank, and assumed by such new bank or other insured depository institution.
trust funds
means funds held by an insured depository institution in a fiduciary capacity and includes, without being limited to, funds held as trustee, executor, administrator, guardian, or agent.
uninsured deposit
means the amount of any deposit of any depositor at any insured depository institution in excess of the amount of the insured deposits of such depositor (if any) at such depository institution.
United States deposit
means an insured or transferred deposit for which the deposit records of the depository institution in default disclose that title to the deposit is held by the United States, any department, agency, or instrumentality of the Federal Government, or any officer or employee thereof in such person’s official capacity.