Recommendations Regarding Modifications to the Concentration Limit on Large Financial Companies, 6756-6757 [2011-2717]
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6756
Notices
Federal Register
Vol. 76, No. 26
Tuesday, February 8, 2011
This section of the FEDERAL REGISTER
contains documents other than rules or
proposed rules that are applicable to the
public. Notices of hearings and investigations,
committee meetings, agency decisions and
rulings, delegations of authority, filing of
petitions and applications and agency
statements of organization and functions are
examples of documents appearing in this
section.
FINANCIAL STABILITY OVERSIGHT
COUNCIL
Recommendations Regarding
Modifications to the Concentration
Limit on Large Financial Companies
Financial Stability Oversight
Council.
ACTION: Notice and request for comment.
AGENCY:
Section 622 of the DoddFrank Wall Street Reform and Consumer
Protection Act (the ‘‘Act’’ or ‘‘DoddFrank Act’’) establishes a financial sector
concentration limit that generally
prohibits a financial company 1 from
merging or consolidating with,
acquiring all or substantially all of the
assets of, or otherwise acquiring control
of, another company if the resulting
company’s consolidated liabilities
would exceed 10 percent of the
aggregate consolidated liabilities of all
financial companies.2 This
concentration limit is intended, along
with a number of other provisions in the
Dodd-Frank Act, to promote financial
stability and address the perception that
large financial institutions are ‘‘too big
to fail.’’ Section 622 of the Act also
requires the Financial Stability
Oversight Council (the ‘‘Council’’) to: (i)
Complete a study of the extent to which
the concentration limit would affect
financial stability, moral hazard in the
financial system, the efficiency and
srobinson on DSKHWCL6B1PROD with NOTICES
SUMMARY:
1 Section 622’s concentration limit applies only to
a ‘‘financial company,’’ which is defined as: (i) An
insured depository institution; (ii) a bank holding
company; (iii) a savings and loan holding company;
(iv) a company that controls an insured depository
institution; (v) a nonbank financial company
supervised by the Board of Governors of the Federal
Reserve System under title I of the Dodd-Frank Act;
and (vi) a foreign bank or company that is treated
as a bank holding company for purposes of the
Bank Holding Company Act.
2 Public Law 111–203, 124 Stat. 1376 (2010). We
refer to the limit established by section 622
generally as the ‘‘concentration limit.’’ This
concentration limit was adopted as a new section
14 to the Bank Holding Company Act of 1956 (the
‘‘BHC Act’’) (to be codified at 12 U.S.C. 1852).
VerDate Mar<15>2010
18:16 Feb 07, 2011
Jkt 223001
competitiveness of United States
financial firms and financial markets,
and the cost and availability of credit
and other financial services to
households and businesses in the
United States; and (ii) make
recommendations regarding any
modifications to the concentration limit
that the Council determines would more
effectively implement section 622.3 On
January 18, 2011, the Council approved
and issued its concentration limit study
and the recommendations on how to
effectively implement section 622. The
Council seeks public comment on the
Council recommendations described
below. The Council will review and, if
appropriate, revise its recommendations
in response to the public comments it
receives.
DATES: Comments must be received on
or before March 10, 2011.
ADDRESSES: Interested persons are
invited to submit comments regarding
this notice according to the instructions
below. All submissions must refer to the
document title. The Council encourages
the early submission of comments.
Electronic Submission of Comments.
Interested persons must submit
comments electronically through the
Federal eRulemaking Portal at https://
www.regulations.gov. Electronic
submission of comments allows the
commenter maximum time to prepare
and submit a comment, ensures timely
receipt, and enables the Council to make
them available to the public. Comments
submitted electronically through the
https://www.regulations.gov Web site can
be viewed by other commenters and
interested members of the public.
Commenters should follow the
instructions provided on that site to
submit comments electronically.
Mail: Send comments to Financial
Stability Oversight Council, Attn: Amias
Gerety, 1500 Pennsylvania Avenue,
NW., Washington DC 20220.
Note: To receive consideration as public
comments, comments must be submitted
through the methods specified above. Again,
all submissions must refer to the title of the
notice.
Public Inspection of Public
Comments. All properly submitted
comments will be available for
inspection and downloading at https://
www.regulations.gov.
3 See
PO 00000
12 U.S.C. 1852(e).
Frm 00001
Fmt 4703
Sfmt 4703
Additional Instructions. In general
comments received, including
attachments and other supporting
materials, are part of the public record
and are immediately available to the
public. Do not enclose any information
in your comment or supporting
materials that you consider confidential
or inappropriate for public disclosure.
FOR FURTHER INFORMATION CONTACT: For
further information regarding this
Notice and Request for Comment
contact Amias Gerety, Office of
Domestic Finance, Treasury, at (202)
622–8716 or Jeff King, Office of the
General Counsel, Treasury, at (202) 622–
1978. All responses to this Notice and
Request for Comment should be
submitted via https://
www.regulations.gov to ensure
consideration.
SUPPLEMENTARY INFORMATION:
I. Background
Pursuant to section 622 of the DoddFrank Act, on January 18, 2011, the
Council approved and issued the
concentration limit study including
recommendations on how to effectively
implement section 622. The full text of
the concentration limit study and
recommendations can be viewed at
https://www.treasury.gov/initiatives/
Documents/Study%20on
%20Concentration%20Limits
%20on%20Large%20Firms%2001-1711.pdf.
The Council believes that the
concentration limit will have a positive
impact on U.S. financial stability.
Specifically, the Council believes that
the concentration limit will reduce the
risks to U.S. financial stability created
by increased concentration arising from
mergers, consolidations or acquisitions
involving the largest U.S. financial
companies. In addition, restrictions on
future growth through acquisition by the
largest financial companies ultimately
will prevent acquisitions that could
make these firms harder for their
officers and directors to manage, for the
financial markets to understand and
discipline, and for regulators to
supervise. The concentration limit, as
structured, could also have the
beneficial effect of causing the largest
financial companies to either shed risk
or raise capital to reduce their liabilities
so as to permit additional acquisitions
under the concentration limit. Such
actions, other things equal, would tend
E:\FR\FM\08FEN1.SGM
08FEN1
Federal Register / Vol. 76, No. 26 / Tuesday, February 8, 2011 / Notices
srobinson on DSKHWCL6B1PROD with NOTICES
to reduce the chance that the firm
would fail. Moreover, the concentration
limit should provide a more
comprehensive limitation on growth
through acquisition than the 10 percent
nationwide deposit cap imposed by the
Riegle-Neal Interstate Banking and
Branching Efficiency Act of 1994 4
because it also takes into account nondeposit liabilities and off-balance sheet
exposures, limiting incentives to shift
liabilities from deposits to potentially
more volatile on and off-balance-sheet
liabilities.
Although the Council expects the
impact of the concentration limit on
moral hazard, competition, and the
availability of credit in the U.S.
financial system to be generally neutral
over the short- to medium-term, over the
long term the Council expects the
concentration limit to enhance the
competitiveness of U.S. financial
markets by preventing an increased
dominance of those markets by a very
small number of firms.
The Act specifically provides that the
concentration limit set forth in section
622 is ‘‘subject to,’’ and thus may be
modified by, the recommendations
made by the Council.5 The Board of
Governors of the Federal Reserve
System (the ‘‘Board’’) is thus required to
adopt regulations that reflect and are in
accordance with the Council’s
recommendations to implement section
622.6 The Board must prescribe these
rules no later than 9 months after
completion of the Council’s study. The
Board also is authorized to issue
interpretations or guidance regarding
application of the concentration limit to
an individual financial company or
financial companies generally.
To more effectively implement
section 622, the Council has
recommended: (i) Modifying the
statutory definition of ‘‘liabilities’’ for
certain companies that do not currently
calculate or report risk-weighted assets;
(ii) modifying the calculation of
aggregate financial sector liabilities to
use a two-year rolling average instead of
a single year for purposes of calculating
the denominator of the limit and
requiring the Board to publicly report,
on an annual basis and no later than
July 1 of any calendar year, a final
4 Public Law 103–328, 108 Stat. 2338 (1994).
Currently, the Riegle-Neal Act deposit cap prohibits
a depository institution, bank holding company or
savings and loan holding company from acquiring
or merging with an insured depository institution
in another state if, after consummation of the
acquisition, the applicant would control more than
10 percent of the total amount of deposits of
insured depository institutions in the United States.
See 12 U.S.C. 1828(c), 1843(i), and 1467a(e)(2).
5 See 12 U.S.C. 1852(b).
6 See 12 U.S.C. 1852(d).
VerDate Mar<15>2010
18:16 Feb 07, 2011
Jkt 223001
calculation of the aggregate consolidated
liabilities of all financial companies as
of the end of the preceding calendar
year; and (iii) extending the exception
provided in the statute for the
acquisition of failing banks to other
failing insured depository institutions.
The specific recommendations made by
the Council are set forth below. For
further information on the
recommendations, please see the full
text of the concentration limit study and
recommendations at https://
www.treasury.gov/initiatives/
Documents/Study%20on
%20Concentration%20Limits%20on
%20Large%20Firms%2001-17-11.pdf.
As noted above, the Council will review
and, if appropriate, revise its
recommendations in response to the
public comments it receives.
II. Solicitation for Public Comments on
the Concentration Limit
Recommendations
The Council seeks public comment on
the Council recommendations as
follows:
1. Definition of ‘‘Liabilities’’ for Certain
Companies
Council Recommendation: The
concentration limit under Section 622
should be modified so that the liabilities
of any financial company (other than an
insurance company, a nonbank financial
company supervised by the Board, or a
foreign bank or a foreign-based financial
company that is or is treated as a bank
holding company) that is not subject to
consolidated risk-based capital rules
that are substantially similar to those
applicable to bank holding companies
shall be calculated for purposes of the
concentration limit pursuant to GAAP
or other appropriate accounting
standards applicable to such company,
until such time that these companies
may be subject to risk-based capital
rules or are required to report riskweighted assets and regulatory capital.
2. Collection, Aggregation and Public
Dissemination of Concentration Limit
Data
Council Recommendation: The
concentration limit under Section 622
should be modified to provide that a
transaction covered by section 622 shall
be considered to have violated the
concentration limit if the total
consolidated liabilities of the acquiring
financial company upon consummation
of the transaction would exceed 10
percent of the average amount of
aggregate consolidated liabilities of all
financial companies as reported by the
Board as of the end of the two most
recent calendar years. For this purpose,
PO 00000
Frm 00002
Fmt 4703
Sfmt 4703
6757
rules issued under section 622 shall
provide for the Board to publicly report,
on an annual basis and no later than
July 1 of any calendar year, a final
calculation of the aggregate consolidated
liabilities of all financial companies as
of the end of the preceding calendar
year.
3. Acquisition of Failing Insured
Depository Institutions
Council Recommendation: The
concentration limit under section 622
should be modified to provide that, with
the prior written consent of the Board,
the concentration limit shall not apply
to an acquisition of any type of insured
depository institution in default or in
danger of default.
Dated: January 31, 2011.
Alastair Fitzpayne,
Deputy Chief of Staff and Executive Secretary,
Department of the Treasury.
[FR Doc. 2011–2717 Filed 2–7–11; 8:45 am]
BILLING CODE 4810–25–P
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regarding (a) Whether the collection of
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E:\FR\FM\08FEN1.SGM
08FEN1
Agencies
[Federal Register Volume 76, Number 26 (Tuesday, February 8, 2011)]
[Notices]
[Pages 6756-6757]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2011-2717]
========================================================================
Notices
Federal Register
________________________________________________________________________
This section of the FEDERAL REGISTER contains documents other than rules
or proposed rules that are applicable to the public. Notices of hearings
and investigations, committee meetings, agency decisions and rulings,
delegations of authority, filing of petitions and applications and agency
statements of organization and functions are examples of documents
appearing in this section.
========================================================================
Federal Register / Vol. 76, No. 26 / Tuesday, February 8, 2011 /
Notices
[[Page 6756]]
FINANCIAL STABILITY OVERSIGHT COUNCIL
Recommendations Regarding Modifications to the Concentration
Limit on Large Financial Companies
AGENCY: Financial Stability Oversight Council.
ACTION: Notice and request for comment.
-----------------------------------------------------------------------
SUMMARY: Section 622 of the Dodd-Frank Wall Street Reform and Consumer
Protection Act (the ``Act'' or ``Dodd-Frank Act'') establishes a
financial sector concentration limit that generally prohibits a
financial company \1\ from merging or consolidating with, acquiring all
or substantially all of the assets of, or otherwise acquiring control
of, another company if the resulting company's consolidated liabilities
would exceed 10 percent of the aggregate consolidated liabilities of
all financial companies.\2\ This concentration limit is intended, along
with a number of other provisions in the Dodd-Frank Act, to promote
financial stability and address the perception that large financial
institutions are ``too big to fail.'' Section 622 of the Act also
requires the Financial Stability Oversight Council (the ``Council'')
to: (i) Complete a study of the extent to which the concentration limit
would affect financial stability, moral hazard in the financial system,
the efficiency and competitiveness of United States financial firms and
financial markets, and the cost and availability of credit and other
financial services to households and businesses in the United States;
and (ii) make recommendations regarding any modifications to the
concentration limit that the Council determines would more effectively
implement section 622.\3\ On January 18, 2011, the Council approved and
issued its concentration limit study and the recommendations on how to
effectively implement section 622. The Council seeks public comment on
the Council recommendations described below. The Council will review
and, if appropriate, revise its recommendations in response to the
public comments it receives.
---------------------------------------------------------------------------
\1\ Section 622's concentration limit applies only to a
``financial company,'' which is defined as: (i) An insured
depository institution; (ii) a bank holding company; (iii) a savings
and loan holding company; (iv) a company that controls an insured
depository institution; (v) a nonbank financial company supervised
by the Board of Governors of the Federal Reserve System under title
I of the Dodd-Frank Act; and (vi) a foreign bank or company that is
treated as a bank holding company for purposes of the Bank Holding
Company Act.
\2\ Public Law 111-203, 124 Stat. 1376 (2010). We refer to the
limit established by section 622 generally as the ``concentration
limit.'' This concentration limit was adopted as a new section 14 to
the Bank Holding Company Act of 1956 (the ``BHC Act'') (to be
codified at 12 U.S.C. 1852).
\3\ See 12 U.S.C. 1852(e).
---------------------------------------------------------------------------
DATES: Comments must be received on or before March 10, 2011.
ADDRESSES: Interested persons are invited to submit comments regarding
this notice according to the instructions below. All submissions must
refer to the document title. The Council encourages the early
submission of comments.
Electronic Submission of Comments. Interested persons must submit
comments electronically through the Federal eRulemaking Portal at
https://www.regulations.gov. Electronic submission of comments allows
the commenter maximum time to prepare and submit a comment, ensures
timely receipt, and enables the Council to make them available to the
public. Comments submitted electronically through the https://www.regulations.gov Web site can be viewed by other commenters and
interested members of the public. Commenters should follow the
instructions provided on that site to submit comments electronically.
Mail: Send comments to Financial Stability Oversight Council, Attn:
Amias Gerety, 1500 Pennsylvania Avenue, NW., Washington DC 20220.
Note: To receive consideration as public comments, comments
must be submitted through the methods specified above. Again, all
submissions must refer to the title of the notice.
Public Inspection of Public Comments. All properly submitted
comments will be available for inspection and downloading at https://www.regulations.gov.
Additional Instructions. In general comments received, including
attachments and other supporting materials, are part of the public
record and are immediately available to the public. Do not enclose any
information in your comment or supporting materials that you consider
confidential or inappropriate for public disclosure.
FOR FURTHER INFORMATION CONTACT: For further information regarding this
Notice and Request for Comment contact Amias Gerety, Office of Domestic
Finance, Treasury, at (202) 622-8716 or Jeff King, Office of the
General Counsel, Treasury, at (202) 622-1978. All responses to this
Notice and Request for Comment should be submitted via https://www.regulations.gov to ensure consideration.
SUPPLEMENTARY INFORMATION:
I. Background
Pursuant to section 622 of the Dodd-Frank Act, on January 18, 2011,
the Council approved and issued the concentration limit study including
recommendations on how to effectively implement section 622. The full
text of the concentration limit study and recommendations can be viewed
at https://www.treasury.gov/initiatives/Documents/Study%20on%20Concentration%20Limits%20on%20Large%20Firms%2001-17-11.pdf.
The Council believes that the concentration limit will have a
positive impact on U.S. financial stability. Specifically, the Council
believes that the concentration limit will reduce the risks to U.S.
financial stability created by increased concentration arising from
mergers, consolidations or acquisitions involving the largest U.S.
financial companies. In addition, restrictions on future growth through
acquisition by the largest financial companies ultimately will prevent
acquisitions that could make these firms harder for their officers and
directors to manage, for the financial markets to understand and
discipline, and for regulators to supervise. The concentration limit,
as structured, could also have the beneficial effect of causing the
largest financial companies to either shed risk or raise capital to
reduce their liabilities so as to permit additional acquisitions under
the concentration limit. Such actions, other things equal, would tend
[[Page 6757]]
to reduce the chance that the firm would fail. Moreover, the
concentration limit should provide a more comprehensive limitation on
growth through acquisition than the 10 percent nationwide deposit cap
imposed by the Riegle-Neal Interstate Banking and Branching Efficiency
Act of 1994 \4\ because it also takes into account non-deposit
liabilities and off-balance sheet exposures, limiting incentives to
shift liabilities from deposits to potentially more volatile on and
off-balance-sheet liabilities.
---------------------------------------------------------------------------
\4\ Public Law 103-328, 108 Stat. 2338 (1994). Currently, the
Riegle-Neal Act deposit cap prohibits a depository institution, bank
holding company or savings and loan holding company from acquiring
or merging with an insured depository institution in another state
if, after consummation of the acquisition, the applicant would
control more than 10 percent of the total amount of deposits of
insured depository institutions in the United States. See 12 U.S.C.
1828(c), 1843(i), and 1467a(e)(2).
---------------------------------------------------------------------------
Although the Council expects the impact of the concentration limit
on moral hazard, competition, and the availability of credit in the
U.S. financial system to be generally neutral over the short- to
medium-term, over the long term the Council expects the concentration
limit to enhance the competitiveness of U.S. financial markets by
preventing an increased dominance of those markets by a very small
number of firms.
The Act specifically provides that the concentration limit set
forth in section 622 is ``subject to,'' and thus may be modified by,
the recommendations made by the Council.\5\ The Board of Governors of
the Federal Reserve System (the ``Board'') is thus required to adopt
regulations that reflect and are in accordance with the Council's
recommendations to implement section 622.\6\ The Board must prescribe
these rules no later than 9 months after completion of the Council's
study. The Board also is authorized to issue interpretations or
guidance regarding application of the concentration limit to an
individual financial company or financial companies generally.
---------------------------------------------------------------------------
\5\ See 12 U.S.C. 1852(b).
\6\ See 12 U.S.C. 1852(d).
---------------------------------------------------------------------------
To more effectively implement section 622, the Council has
recommended: (i) Modifying the statutory definition of ``liabilities''
for certain companies that do not currently calculate or report risk-
weighted assets; (ii) modifying the calculation of aggregate financial
sector liabilities to use a two-year rolling average instead of a
single year for purposes of calculating the denominator of the limit
and requiring the Board to publicly report, on an annual basis and no
later than July 1 of any calendar year, a final calculation of the
aggregate consolidated liabilities of all financial companies as of the
end of the preceding calendar year; and (iii) extending the exception
provided in the statute for the acquisition of failing banks to other
failing insured depository institutions. The specific recommendations
made by the Council are set forth below. For further information on the
recommendations, please see the full text of the concentration limit
study and recommendations at https://www.treasury.gov/initiatives/Documents/Study%20on%20Concentration%20Limits%20on%20Large%20Firms%2001-17-11.pdf. As noted above, the Council will review and, if appropriate,
revise its recommendations in response to the public comments it
receives.
II. Solicitation for Public Comments on the Concentration Limit
Recommendations
The Council seeks public comment on the Council recommendations as
follows:
1. Definition of ``Liabilities'' for Certain Companies
Council Recommendation: The concentration limit under Section 622
should be modified so that the liabilities of any financial company
(other than an insurance company, a nonbank financial company
supervised by the Board, or a foreign bank or a foreign-based financial
company that is or is treated as a bank holding company) that is not
subject to consolidated risk-based capital rules that are substantially
similar to those applicable to bank holding companies shall be
calculated for purposes of the concentration limit pursuant to GAAP or
other appropriate accounting standards applicable to such company,
until such time that these companies may be subject to risk-based
capital rules or are required to report risk-weighted assets and
regulatory capital.
2. Collection, Aggregation and Public Dissemination of Concentration
Limit Data
Council Recommendation: The concentration limit under Section 622
should be modified to provide that a transaction covered by section 622
shall be considered to have violated the concentration limit if the
total consolidated liabilities of the acquiring financial company upon
consummation of the transaction would exceed 10 percent of the average
amount of aggregate consolidated liabilities of all financial companies
as reported by the Board as of the end of the two most recent calendar
years. For this purpose, rules issued under section 622 shall provide
for the Board to publicly report, on an annual basis and no later than
July 1 of any calendar year, a final calculation of the aggregate
consolidated liabilities of all financial companies as of the end of
the preceding calendar year.
3. Acquisition of Failing Insured Depository Institutions
Council Recommendation: The concentration limit under section 622
should be modified to provide that, with the prior written consent of
the Board, the concentration limit shall not apply to an acquisition of
any type of insured depository institution in default or in danger of
default.
Dated: January 31, 2011.
Alastair Fitzpayne,
Deputy Chief of Staff and Executive Secretary, Department of the
Treasury.
[FR Doc. 2011-2717 Filed 2-7-11; 8:45 am]
BILLING CODE 4810-25-P