Supervised Securities Holding Companies Registration, 54717-54721 [2011-22469]
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54717
Proposed Rules
Federal Register
Vol. 76, No. 171
Friday, September 2, 2011
This section of the FEDERAL REGISTER
contains notices to the public of the proposed
issuance of rules and regulations. The
purpose of these notices is to give interested
persons an opportunity to participate in the
rule making prior to the adoption of the final
rules.
FEDERAL RESERVE SYSTEM
12 CFR Part 241
[Regulation OO; Docket No. R–1430]
RIN 7100–AD 81
Supervised Securities Holding
Companies Registration
Board of Governors of the
Federal Reserve System (‘‘Board’’).
ACTION: Proposed rule with request for
public comments.
AGENCY:
The Board is issuing a
proposed rule to implement section 618
of the Dodd-Frank Wall Street Reform
and Consumer Protection Act (‘‘DoddFrank Act’’), which permits nonbank
companies that own at least one
registered securities broker or dealer,
and that are required by a foreign
regulator or provision of foreign law to
be subject to comprehensive
consolidated supervision, to register
with the Board and subject themselves
to supervision by the Board. The
proposed rule outlines the requirements
that a securities holding company must
satisfy to make an effective election,
including filing the appropriate form
with the responsible Reserve Bank,
providing all additional required
information, and satisfying the statutory
waiting period of 45 days or such
shorter period the Board determines
appropriate.
SUMMARY:
Comments must be received on
or before October 11, 2011.
ADDRESSES: You may submit comments,
identified by Docket No. R–1430 and
RIN No. 7100–AD 81, by any of the
following methods:
• Agency Web Site: https://
www.federalreserve.gov. Follow the
instructions for submitting comments at:
https://www.federalreserve.gov/
generalinfo/foia/ProposedRegs.cfm.
• Federal eRulemaking Portal: https://
www.regulations.gov. Follow the
instructions for submitting comments.
• E-mail:
regs.comments@federalreserve.gov.
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DATES:
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Include docket number in the subject
line of the message.
• FAX: 202/452–3819 or 202/452–
3102.
• Mail: Jennifer J. Johnson, Secretary,
Board of Governors of the Federal
Reserve System, 20th Street and
Constitution Avenue, NW., Washington,
DC 20551.
All public comments are available
from the Board’s Web site at https://
www.federalreserve.gov/generalinfo/
foia/ProposedRegs.cfm as submitted,
unless modified for technical reasons.
Accordingly, your comments will not be
edited to remove any identifying or
contact information. Public comments
may also be viewed electronically or in
paper in Room MP–500 of the Board’s
Martin Building (20th and C Streets,
N.W.) between 9 a.m. and 5 p.m. on
weekdays.
FOR FURTHER INFORMATION CONTACT:
Amanda K. Allexon, Senior Counsel
(202) 452–3818, or Bao Nguyen,
Attorney, (202) 736–5599, Legal
Division; or Michael J. Sexton, Assistant
Director, (202) 452–3009, Division of
Banking Supervision and Regulation;
Board of Governors of the Federal
Reserve System, 20th and C Streets,
NW., Washington, DC 20551. Users of
Telecommunication Device for the Deaf
(TTD) only, contact (202) 263–4869.
SUPPLEMENTARY INFORMATION:
I. Background
Section 618 of the Dodd-Frank Act
permits a company that owns at least
one registered securities broker or dealer
(a ‘‘nonbank securities company’’), and
that is required by a foreign regulator or
provision of foreign law to be subject to
comprehensive consolidated
supervision, to register with the Board
as a securities holding company and
become subject to supervision and
regulation by the Board.1 A securities
holding company that registers with the
Board under section 618 is subject to the
full examination, supervision, and
enforcement regime applicable to a
registered bank holding company,
including capital requirements set by
the Board (though the statute allows the
Board to modify its capital rules to
account for differences in activities and
structure of securities holding
companies and bank holding
companies). The primary difference in
1 12
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U.S.C. 1850a.
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regulatory frameworks between
securities holding companies and bank
holding companies is that the
restrictions on nonbanking activities
that apply to bank holding companies
do not apply to securities holding
companies.
Under section 618 of the Act, a
securities holding company that elects
to be subject to supervision by the Board
must submit a registration form that
includes all such information and
documents the Board, by regulation,
deems necessary or appropriate. The
statute also specifies that registration as
a supervised securities holding
company becomes effective 45 days
after the date the Board receives all
required information, or within such
shorter period as the Board, by rule or
order, may determine.
Section 618 makes a registered
securities holding company subject to
all of the provisions of the Bank Holding
Company Act of 1956 (12 U.S.C. 1841 et
seq.) (‘‘BHC Act’’) in the same manner
as a bank holding company, other than
the restrictions on nonbanking activities
contained in section 4 of the BHC Act.2
Consistent with the Dodd-Frank Act, the
Board anticipates applying the same
supervisory program, including
examination procedures, reporting
requirements, supervisory guidance,
and capital standards, to supervised
securities holding companies that the
Board currently applies to bank holding
companies. However, the Board may,
based on experience gained during the
supervision of supervised securities
holding companies, modify these
requirements as appropriate and
consistent with section 618.
II. Overview of Proposed Rule
This proposed rulemaking would
permit securities holding companies to
elect to become supervised securities
holding companies by registering with
the Board. The proposed rule outlines
the requirements that a securities
holding company must satisfy to make
an effective registration, including filing
the appropriate form with the
responsible Reserve Bank, providing all
additional information requested by the
Board, and satisfying the statutory
waiting period of 45 days or such
shorter period the Board determines
appropriate. The Board is seeking
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U.S.C. 1850a(d)(1) and (e)(2).
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comments on all aspects of this
proposed rulemaking.
Section 241.1 of the proposed rule
outlines the authority under which the
Board is issuing the proposed rule.
Section 241.2 of the proposed rule
incorporates the statutory language in
section 618 defining a ‘‘securities
holding company’’ to mean any
company that directly or indirectly
owns or controls, is controlled by, or is
under common control with, one or
more brokers or dealers registered with
the Securities and Exchange
Commission. The term does not include,
among other things, a company that is
a nonbank financial company
supervised by the Board, a bank holding
company, a savings and loan holding
company, an insured bank, a savings
association, or a foreign banking
organization with U.S. banking
operations. Under the proposal, terms
such as ‘‘affiliate,’’ ‘‘bank,’’ ‘‘bank
holding company,’’ ‘‘control,’’ and
‘‘subsidiary’’ are defined to have the
same meaning as in section 225.2 of the
Board’s Regulation Y.
Section 241.3 of the proposed rule
requires a securities holding company
that elects to register to become a
supervised securities holding company
to file the proper form with the
responsible Reserve Bank. As discussed
further in section IV below, the Board is
proposing to create a new form for this
purpose. The proposed form, which is
similar to the Board’s current form Y–
3F, used by a company registering to
become a bank holding company, would
include a number of questions relating
to the organizational structure of the
securities holding company, its capital
structure, and its financial condition.
Specifically, the proposed form would
require a securities holding company
electing to be supervised to submit:
1. An organization chart for the
securities holding company showing all
subsidiaries.
2. The name, asset size, general
activities, place of incorporation, and
ownership share held by the securities
holding company for each of the
securities holding company’s direct and
indirect subsidiaries that comprise 1
percent or more of the securities holding
company’s worldwide consolidated
assets.
3. A list of all persons (natural as well
as legal) in the upstream chain of
ownership of the securities holding
company who, directly or indirectly,
own 5 percent or more of the voting
shares of the securities holding
company. In addition, the Board would
request information concerning any
voting agreements or other mechanisms
that exist among shareholders for the
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exercise of control over the securities
holding company.
4. For the senior officers and directors
with decision-making authority for the
securities holding company, the
biographical information requested in
the Interagency Biographical and
Financial Report FR 2081c (the
Financial Report need not be provided).
5. Copies of the most recent quarterly
and annual reports prepared for
shareholders, if any, for the securities
holding company and certain
subsidiaries.
6. Income statements, balance sheets,
and audited GAAP statements, as well
as any other financial statements
submitted to the securities holding
company’s current consolidated
supervisor, if any, each on a parent-only
and consolidated basis, showing
separately each principal source of
revenue and expense, through the end
of the most recent fiscal quarter and for
the past two (2) fiscal years.
7. A description of the methods used
by the securities holding company to
monitor and control its operations,
including those of its domestic and
foreign subsidiaries and offices (e.g.,
through internal reports and internal
audits).
8. A description of the bank
regulatory system that exists in the
home country of any of the securities
holding company’s foreign bank
subsidiaries. The description also
should include a discussion of each of
the following:
a. The scope and frequency of on-site
examinations by the home country
supervisor;
b. Off-site monitoring by the home
country supervisor;
c. The role of external auditors;
d. Transactions with affiliates;
e. Other applicable prudential
requirements;
f. Remedial authority of the home
country supervisor;
g. Prior approval requirements; and,
h. Any applicable regulatory capital
framework.
9. A description of any other
regulatory capital framework to which
the securities holding company is
subject.
The proposed rule further provides that
the Board may at any time request
additional information that it believes is
necessary to complete the registration.
Under the proposed rule, the
registration is considered filed when all
information required by the Board is
received. Section 241.3 of the proposed
rule also states that a registration filed
by a securities holding company
becomes effective and supervision by
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the Board begins on the 45th calendar
day after the date that a complete filing
is received. Under the proposed rule,
the Board also reserves the right to
shorten the 45-day waiting period and
begin consolidated supervision at such
earlier date as the Board specifies to the
securities holding company in writing.
The proposed rule provides that,
upon an effective registration, a
supervised securities holding company
would be supervised and regulated as if
it were a bank holding company, and
that the nonbanking restrictions
contained in section 4 of the BHC Act
will not apply to a supervised securities
holding company. This treatment will
generally mean that supervised
securities holding companies will,
among other things, be required to
submit the same reports and be subject
to the same examination procedures,
supervisory guidance, and capital
standards that currently apply to bank
holding companies. However, the Board
anticipates that there will be a period of
time before the Board becomes fully
acquainted with supervised securities
holding companies (and their
operations) because they are a new class
of entities the Dodd-Frank Act requires
the Board to supervise. As a result, the
proposed rule provides the Board with
flexibility to supervise and regulate
supervised securities holding
companies in a manner that is
consistent with safety and soundness
and that addresses the risks they pose to
financial stability.
III. Solicitation of Comments and Use of
Plain Language
Section 722 of the Gramm-LeachBliley Act (Pub. L. 106–102, 113 Stat.
1338, 1471, 12 U.S.C. 4809) requires the
Federal banking agencies to use plain
language in all proposed and final rules
published after January 1, 2000. The
Board invites comment on how to make
the proposed rule easier to understand.
For example:
• Is the material organized in a clear,
understandable, and complete way? If
not, how can the rule be presented more
clearly?
• Are the requirements in the rule
clearly stated? If not, how could the rule
be more clearly stated?
• Do the regulations contain technical
language or jargon that is not clear? If
so, which language requires
clarification?
• Would a different format (grouping
and order of sections, use of headings,
paragraphing) make the regulation
easier to understand? If so, what
changes would achieve that?
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• Is the section format adequate? If
not, which of the sections should be
changed and how?
• What other changes can the Board
incorporate to make the regulation
easier to understand?
IV. Administrative Law Matters
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A. Paperwork Reduction Act Analysis
In accordance with the requirements
of the Paperwork Reduction Act of 1995
(44 U.S.C. 3501 et seq.) (‘‘PRA’’), the
Board may not conduct or sponsor, and
the respondent is not required to
respond to, an information collection
unless it displays a currently valid
Office of Management and Budget
(OMB) control number. The OMB
control numbers for the existing
information collections are provided
below. The OMB control number will be
assigned for the new information
collection related to registrations
described below. The Board reviewed
the proposed rule under the authority
delegated to the Board by OMB.
Title of Existing Information
Collections:
• The Annual Report of Bank Holding
Companies (FR Y–6),
• The Report of Foreign Banking
Organizations (FR Y–7),
• The Consolidated Financial
Statements for Bank Holding Companies
(FR Y–9C),
• The Parent Company Only
Financial Statements for Large Bank
Holding Companies (FR Y–9LP),
• The Parent Company Only
Financial Statements for Small Bank
Holding Companies (FR Y–9SP),
• The Financial Statements for
Employee Stock Ownership Plan Bank
Holding Companies (FR Y–9ES),
• The Supplement to the
Consolidated Financial Statements for
Bank Holding Companies (FR Y–9CS),
• The Financial Statements of U.S.
Nonbank Subsidiaries of U.S. Bank
Holding Companies (FR Y–11 and FR
Y–11S),
• The Financial Statements of Foreign
Subsidiaries of U.S. Banking
Organizations (FR 2314 and FR 2314S),
• The Bank Holding Company Report
of Insured Depository Institutions’
Section 23A Transactions with Affiliates
(FR Y–8),
• The Consolidated Bank Holding
Company Report of Equity Investments
in Nonfinancial Companies (FR Y–12)
and the Annual Report of Merchant
Banking Investments Held for an
Extended Period (FR Y–12A), and
• The Capital and Asset Report of
Foreign Banking Organizations (FR Y–
7Q), and the Financial Statements of
U.S. Nonbank Subsidiaries Held by
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Foreign Banking Organizations (FR Y–
7N and FR Y–7NS).
Frequency of Response: Annually,
semi-annually, quarterly, eventgenerated.
Affected Public: Nonbank companies.
Abstract: The information collection
reporting requirements are found in
sections 241.3(a)(1) and 241.3(b)(3)(i) of
the proposed rule. These requirements
would implement regulations related to
section 618 of the Dodd-Frank Act,
which, as discussed above, permit
securities holding companies to register
with, and subject themselves to
supervision by, the Board. As
previously noted, a supervised
securities holding company is subject to
all of the provisions of the BHC Act in
the same manner as a bank holding
company, other than the restrictions on
nonbanking activities contained in
section 4 of the BHC Act.
Section 241.3(a)(1) would require
securities holding companies that elect
to register to become supervised
securities holding companies to file a
registration form with the responsible
Reserve Bank. The registration form
would ask information on: The
organization chart (including all
subsidiaries), shareholders, senior
officers and directors, methods used to
monitor and control its operations, and
foreign bank subsidiaries and the bank
regulatory system in which these foreign
bank subsidiaries operate. Section
241.3(b)(3)(i) would require supervised
securities holding companies to be
subject to supervision and regulation by
the Board as if such companies were
bank holding companies. Accordingly,
the Federal Reserve would require
supervised securities holding
companies to file the same reports as
bank holding companies as follows: FR
Y–6 and FR Y–7 (OMB No. 7100–0297);
FR Y–9C, FR Y–9LP, FR Y–9SP, FR Y–
9ES, and FR Y–9CS (OMB No. 7100–
0128); FR Y–11 and FR Y–11S (OMB
No. 7100–0244); FR 2314 and FR 2314S
(OMB No. 7100–0073); FR Y–8 (OMB
No. 7100–0126); FR Y–12 and FR Y–
12A (OMB No. 7100–0300); FR Y–7Q,
FR Y–7N and FR Y–7NS (OMB No.
7100–0125).
Estimated Burden:
The estimated burden per filing for
the registration form in section
241.3(a)(1) is eight hours (one business
day). The Board estimates that
approximately five securities holding
companies would file a request to
become a supervised securities holding
company. Therefore, the total annual
burden for the registration form is
estimated to be 40 hours. Effective upon
registration, and except as otherwise
provided by order of the Board, a
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54719
supervised securities holding company
shall file the existing bank holding
company reporting forms listed above
on the calendar quarter-end under
section 241.3(b)(3)(i). The hourly
burden estimates associated with each
of these reporting forms is not expected
to change materially as the information
to be collected is substantively similar
to that which is currently being
collected from bank holding companies.
There is currently only one securities
holding company as of June 30, 2011,
which would be added to the
respondent panel for each report, as
appropriate.
For additional information on the
current burden associated with any of
the existing information collections,
please see OMB’s public Web site at:
https://www.reginfo.gov/public/do/
PRAMain. For copies of the current
reporting forms, please see the Federal
Reserve’s public Web site at: https://
www.federalreserve.gov/reportforms/
default.cfm.
Comments are invited on:
(a) Whether the collection of
information is necessary for the proper
performance of the Board’s functions,
including whether the information has
practical utility;
(b) The accuracy of the estimates of
the burden of the information
collection, including the validity of the
methodology and assumptions used;
(c) Ways to enhance the quality,
utility, and clarity of the information to
be collected;
(d) Ways to minimize the burden of
the information collection on
respondents, including through the use
of automated collection techniques or
other forms of information technology;
and
(e) Estimates of capital or start up
costs and costs of operation,
maintenance, and purchase of services
to provide information.
Comments on the collection of
information should be sent to Cynthia
Ayouch, Acting Federal Reserve
Clearance Officer, Division of Research
and Statistics, Mail Stop 95–A, Board of
Governors of the Federal Reserve
System, Washington, DC 20551, with
copies of such comments sent to the
Office of Management and Budget,
Paperwork Reduction Project (SHC
Registration), Washington, DC 20503.
You may also submit comments
electronically, identified by Docket
number, by any of the following
methods:
• Agency Web Site: https://
www.federalreserve.gov. Follow the
instructions for submitting comments
on the https://www.federalreserve.gov/
generalinfo/foia/ProposedRegs.cfm.
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• Federal eRulemaking Portal: https://
www.regulations.gov. Follow the
instructions for submitting comments.
• E-mail:
regs.comments@federalreserve.gov.
Include docket number in the subject
line of the message.
B. Regulatory Flexibility Act Analysis
In accordance with section 3(a) of the
Regulatory Flexibility Act (5 U.S.C. 601
et seq.) (‘‘RFA’’), the Board is publishing
an initial regulatory flexibility analysis
of the proposed rule. The RFA requires
an agency either to provide an initial
regulatory flexibility analysis with a
proposed rule for which a general notice
of proposed rulemaking is required or to
certify that the proposed rule will not
have a significant economic impact on
a substantial number of small entities.
Based on its analysis and for the reasons
stated below, the Board believes that
this proposed rule will not have a
significant economic impact on a
substantial number of small entities.
Nevertheless, the Board is publishing an
initial regulatory flexibility analysis. A
final regulatory flexibility analysis will
be conducted after comments received
during the public comment period have
been considered.
In accordance with section 618 of the
Dodd-Frank Act, the Board is proposing
Regulation OO (12 CFR part 241 et seq.)
to establish a process for a securities
holding company to elect to be
supervised by the Board. The proposed
rule would establish the requirements
and procedures for registering with the
Board in order to become a supervised
securities holding company. As noted
above, a supervised securities holding
company would be supervised and
regulated as if it were a bank holding
company, and would be required to
submit the same reports that currently
apply to bank holding companies. The
reasons and justification for the
proposed rule are described in the
Supplementary Information. The Board
does not believe that the proposed rule
duplicates, overlaps, or conflicts with
any other Federal rules.
Under regulations issued by the Small
Business Administration (‘‘SBA’’), a
‘‘small entity’’ includes those firms
within the ‘‘Finance and Insurance’’
sector with asset sizes that vary from $7
million or less in assets to $175 million
or less in assets.3 The Board believes
that the Finance and Insurance sector
constitutes a reasonable universe of
firms for these purposes because such
firms generally engage in activities that
are financial in nature. Consequently,
securities holding companies with asset
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List of Subjects in 12 CFR Part 241
Administrative practice and
procedure, Holding companies,
Securities, Federal Reserve System,
Brokers and dealers, Foreign law,
Reporting and recordkeeping
requirements.
For the reasons set forth in the
preamble, the Board proposes to amend
12 CFR chapter II as follows:
1. Add new part 241 to read as
follows:
PART 241—SECURITIES HOLDING
COMPANIES (REGULATION OO)
Sec.
241.1 Authority and Purpose.
241.2 Definitions.
241.3 Registration as a supervised securities
holding company.
Authority: 12 U.S.C. 1850a.
CFR 121.201.
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sizes of $175 million or less are small
entities for purposes of the RFA.
As discussed in the Supplementary
Information, the proposed rule would
apply to any securities holding
company that elects to be supervised by
the Board regardless of such a
company’s asset size. However, at this
time, only one company, which has
assets in excess of $175 million, has
expressed interest in electing to become
a supervised securities holding
company. Moreover, only one company
ever elected to be supervised under the
investment bank holding company
framework administered by the
Securities and Exchange Commission,
which like the framework in the
proposed rule provided an elective
mechanism to enable a nonbank
securities company to satisfy
requirements by a foreign regulator or
provision of foreign law that such
company be subject to comprehensive
consolidated supervision. Taking these
facts into consideration but also
allowing for additional flexibility, the
Board estimates that approximately five
securities holding companies may
possibly register to become a Board
supervised securities holding company.
In light of the foregoing, the Board
does not believe that the proposed rule,
if adopted in final form, would have a
significant economic impact on a
substantial number of small entities
supervised by the Board. Nonetheless,
the Board seeks comment on whether
the proposed rule would impose undue
burdens on, or have unintended
consequences for, small organizations,
and whether there are ways such
potential burdens or consequences
could be minimized in a manner
consistent with section 618 of the DoddFrank Act.
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§ 241.1
Authority and Purpose.
(a) Authority. This part is issued by
the Board pursuant to section 618 of the
Dodd-Frank Wall Street Reform and
Consumer Protection Act (12 U.S.C.
1850a).
(b) Purpose. This part establishes the
procedure by which a securities holding
company may elect to register to be
supervised by the Board.
§ 241.2
Definitions.
Except as defined below, terms used
in this part have the same meaning
given them in 12 CFR 225.2.
(a) Securities holding company. (1) A
securities holding company means any
company that directly or indirectly
owns or controls, is controlled by, or is
under common control with, one or
more brokers or dealers registered with
the Securities and Exchange
Commission; and
(2) Does not include a company that
is—
(i) A nonbank financial company
supervised by the Board pursuant to
Title I of the Dodd-Frank Wall Street
Reform and Consumer Protection Act
(12 U.S.C. 5301 et seq.);
(ii) An insured bank (other than an
institution described in subparagraphs
(D), (F), or (H) of section 2(c)(2) of the
Bank Holding Company Act of 1956 (12
U.S.C. 1841(c)(2)) or a savings
association;
(iii) An affiliate of an insured bank
(other than an institution described in
subparagraphs (D), (F), or (H) of section
2(c)(2) of the Bank Holding Company
Act of 1956 (12 U.S.C. 1841(c)(2)) or an
affiliate of a savings association;
(iv) A foreign bank, foreign company,
or company that is described in section
8(a) of the International Banking Act of
1978 (12 U.S.C. 3106(a));
(v) A foreign bank that controls,
directly or indirectly, a corporation
chartered under section 25A of the
Federal Reserve Act (12 U.S.C. 611 et
seq.); or
(vi) Subject to comprehensive
consolidated supervision by a foreign
regulator.
(b) Supervised securities holding
company means a securities holding
company that is supervised by the
Board pursuant to this part.
§ 241.3 Registration as a supervised
securities holding company.
(a) Registration.
(1) Filing Requirement. A securities
holding company may elect to register
to become a supervised securities
holding company by filing the
appropriate form with the responsible
Reserve Bank. The responsible Reserve
Bank is determined by the Director of
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Banking Supervision and Regulation at
the Board, or the Director’s delegee.
(2) Request for additional
information. The Board may, at any
time, request additional information
that it believes is necessary to complete
the registration.
(3) Complete filing. A registration by
a securities holding company is
considered to be filed on the date that
all information required on the
appropriate form is received.
(b) Effective date of registration.
(1) In general. A registration filed by
a securities holding company under
paragraph (a) of this section is effective
on the 45th calendar day after the date
that a complete filing is received by the
responsible Reserve Bank.
(2) Earlier notification that a
registration is effective. The Board may
notify a securities holding company that
its registration to become a supervised
securities holding company is effective
prior to the 45th calendar day after the
date that a complete filing is received by
the responsible Reserve Bank. Such a
notification must be in writing.
(3)(i) Upon an effective registration
and except as otherwise provided by
order of the Board, a supervised
securities holding company shall be
treated, and shall be subject to
supervision and regulation by the
Board, as if it were a bank holding
company, or as otherwise appropriate to
protect the safety and soundness of the
supervised securities holding company
and address the risks posed by such
company to financial stability.
(ii) The provisions of section 4 of the
Bank Holding Company Act of 1956 (12
U.S.C. 1841 et seq.) do not apply to a
supervised securities holding company.
issue of Wednesday, August 17, 2011,
make the following correction:
§ 67.4
[Corrected]
On page 50962, in the eleventh line
below the column titles at the top of the
page, ‘‘Unincorporated Areas of Craven
County’’ should read ‘‘Unincorporated
Areas of Jones County’’.
[FR Doc. C1–2011–20866 Filed 9–1–11; 8:45 am]
BILLING CODE 1505–01–D
DEPARTMENT OF TRANSPORTATION
Federal Motor Carrier Safety
Administration
49 CFR Chapter III
RIN 2126–AB28
Parts and Accessories Necessary for
Safe Operation: Brakes; Adjustment
Limits
Federal Motor Carrier Safety
Administration, DOT.
ACTION: Notice of proposed rulemaking;
request for comments.
AGENCY:
By order of the Board of Governors of the
Federal Reserve System, August 29, 2011.
Jennifer J. Johnson,
Secretary of the Board.
[FR Doc. 2011–22469 Filed 9–1–11; 8:45 am]
DATES:
DEPARTMENT OF HOMELAND
SECURITY
Federal Emergency Management
Agency
erowe on DSK5CLS3C1PROD with PROPOSALS-1
44 CFR Part 67
[Docket ID FEMA–2011–0002; Internal
Agency Docket No. FEMA–B–1212]
Proposed Flood Elevation
Determinations
Correction
In proposed rule document 2011–
20866 beginning on page 50960 in the
VerDate Mar<15>2010
14:06 Sep 01, 2011
Jkt 223001
SUMMARY:
Send your comments on or
before November 1, 2011.
ADDRESSES: You may submit comments
identified by Docket ID Number
FMCSA–2010–0257 by any of the
following methods:
Federal eRulemaking Portal: https://
www.regulations.gov. Follow the online
instructions for submitting comments.
Mail: Docket Management Facility:
U.S. Department of Transportation, 1200
New Jersey Avenue, SE., West Building,
Ground Floor, Room W12–140,
Washington, DC 20590–0001.
Hand Delivery or Courier: West
Building, Ground Floor, Room W12–
140, 1200 New Jersey Avenue, SE.,
between 9 a.m. and 5 p.m. ET, Monday
through Friday, except Federal holidays.
Fax: 202–493–2251.
PO 00000
Frm 00005
Fmt 4702
Sfmt 4702
To avoid duplication, please use only
one of these four methods. See the
‘‘Public Participation and Request for
Comments’’ portion of the
SUPPLEMENTARY INFORMATION section
below for instructions on submitting
comments.
Ms.
Deborah M. Freund, Vehicle and
Roadside Operations Division, Office of
Bus and Truck Standards and
Operations (MC–PSV), Federal Motor
Carrier Safety Administration, 1200
New Jersey Avenue, SE., Washington,
DC 20590–0001;
deborah.freund@dot.gov; telephone
(202) 366–5370.
SUPPLEMENTARY INFORMATION:
FOR FURTHER INFORMATION CONTACT:
Table of Contents for Preamble
[Docket No. FMCSA–2010–0257]
The Federal Motor Carrier
Safety Administration (FMCSA)
proposes to revise the requirements
regarding clamp and rotochamber brake
actuator readjustment limits in the
Federal Motor Carrier Safety
Regulations (FMCSRs). The purpose of
this notice of proposed rulemaking
(NPRM) is to amend the readjustment
limits, clarify their application, and
correct an error in cross-referencing a
Federal Motor Vehicle Safety Standard
(FMVSS). This proposal responds to a
petition for rulemaking from the
Commercial Vehicle Safety Alliance
(CVSA).
BILLING CODE 6210–01–P
54721
I. Public Participation and Request for
Comments
A. Submitting Comments
B. Viewing Comments and Documents
C. Privacy Act
II. Abbreviations
III. Legal Basis for the Rulemaking
IV. Background
V. CVSA’s Petition
VI. Agency Analysis
VII. Discussion of the Proposed Rule
VIII. Regulatory Analyses
I. Public Participation and Request for
Comments
FMCSA encourages you to participate
in this rulemaking by submitting
comments and related materials. All
comments received will be posted
without change to https://
www.regulations.gov and will include
any personal information you provide.
A. Submitting Comments
If you submit a comment, please
include the docket number for this
rulemaking (FMCSA–2010–0257),
indicate the specific section of this
document to which each comment
applies, and provide a reason for each
suggestion or recommendation. You
may submit your comments and
material online or by fax, mail, or hand
delivery, but please use only one of
these means. FMCSA recommends that
you include your name and a mailing
address, an e-mail address, or a phone
number in the body of your document
so that FMCSA can contact you if there
are questions regarding your
submission.
To submit your comment online, go to
https://www.regulations.gov and click on
the ‘‘Submit a Comment’’ box, which
will then become highlighted in blue. In
the ‘‘Document Type’’ drop-down
menu, select ‘‘Proposed Rules,’’ insert
‘‘FMCSA–2010–0257’’ in the
‘‘Keyword’’ box, and click ‘‘Search.’’
E:\FR\FM\02SEP1.SGM
02SEP1
Agencies
[Federal Register Volume 76, Number 171 (Friday, September 2, 2011)]
[Proposed Rules]
[Pages 54717-54721]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2011-22469]
========================================================================
Proposed Rules
Federal Register
________________________________________________________________________
This section of the FEDERAL REGISTER contains notices to the public of
the proposed issuance of rules and regulations. The purpose of these
notices is to give interested persons an opportunity to participate in
the rule making prior to the adoption of the final rules.
========================================================================
Federal Register / Vol. 76, No. 171 / Friday, September 2, 2011 /
Proposed Rules
[[Page 54717]]
FEDERAL RESERVE SYSTEM
12 CFR Part 241
[Regulation OO; Docket No. R-1430]
RIN 7100-AD 81
Supervised Securities Holding Companies Registration
AGENCY: Board of Governors of the Federal Reserve System (``Board'').
ACTION: Proposed rule with request for public comments.
-----------------------------------------------------------------------
SUMMARY: The Board is issuing a proposed rule to implement section 618
of the Dodd-Frank Wall Street Reform and Consumer Protection Act
(``Dodd-Frank Act''), which permits nonbank companies that own at least
one registered securities broker or dealer, and that are required by a
foreign regulator or provision of foreign law to be subject to
comprehensive consolidated supervision, to register with the Board and
subject themselves to supervision by the Board. The proposed rule
outlines the requirements that a securities holding company must
satisfy to make an effective election, including filing the appropriate
form with the responsible Reserve Bank, providing all additional
required information, and satisfying the statutory waiting period of 45
days or such shorter period the Board determines appropriate.
DATES: Comments must be received on or before October 11, 2011.
ADDRESSES: You may submit comments, identified by Docket No. R-1430 and
RIN No. 7100-AD 81, by any of the following methods:
Agency Web Site: https://www.federalreserve.gov. Follow the
instructions for submitting comments at: https://www.federalreserve.gov/generalinfo/foia/ProposedRegs.cfm.
Federal eRulemaking Portal: https://www.regulations.gov.
Follow the instructions for submitting comments.
E-mail: regs.comments@federalreserve.gov. Include docket
number in the subject line of the message.
FAX: 202/452-3819 or 202/452-3102.
Mail: Jennifer J. Johnson, Secretary, Board of Governors
of the Federal Reserve System, 20th Street and Constitution Avenue,
NW., Washington, DC 20551.
All public comments are available from the Board's Web site at
https://www.federalreserve.gov/generalinfo/foia/ProposedRegs.cfm as
submitted, unless modified for technical reasons. Accordingly, your
comments will not be edited to remove any identifying or contact
information. Public comments may also be viewed electronically or in
paper in Room MP-500 of the Board's Martin Building (20th and C
Streets, N.W.) between 9 a.m. and 5 p.m. on weekdays.
FOR FURTHER INFORMATION CONTACT: Amanda K. Allexon, Senior Counsel
(202) 452-3818, or Bao Nguyen, Attorney, (202) 736-5599, Legal
Division; or Michael J. Sexton, Assistant Director, (202) 452-3009,
Division of Banking Supervision and Regulation; Board of Governors of
the Federal Reserve System, 20th and C Streets, NW., Washington, DC
20551. Users of Telecommunication Device for the Deaf (TTD) only,
contact (202) 263-4869.
SUPPLEMENTARY INFORMATION:
I. Background
Section 618 of the Dodd-Frank Act permits a company that owns at
least one registered securities broker or dealer (a ``nonbank
securities company''), and that is required by a foreign regulator or
provision of foreign law to be subject to comprehensive consolidated
supervision, to register with the Board as a securities holding company
and become subject to supervision and regulation by the Board.\1\ A
securities holding company that registers with the Board under section
618 is subject to the full examination, supervision, and enforcement
regime applicable to a registered bank holding company, including
capital requirements set by the Board (though the statute allows the
Board to modify its capital rules to account for differences in
activities and structure of securities holding companies and bank
holding companies). The primary difference in regulatory frameworks
between securities holding companies and bank holding companies is that
the restrictions on nonbanking activities that apply to bank holding
companies do not apply to securities holding companies.
---------------------------------------------------------------------------
\1\ 12 U.S.C. 1850a.
---------------------------------------------------------------------------
Under section 618 of the Act, a securities holding company that
elects to be subject to supervision by the Board must submit a
registration form that includes all such information and documents the
Board, by regulation, deems necessary or appropriate. The statute also
specifies that registration as a supervised securities holding company
becomes effective 45 days after the date the Board receives all
required information, or within such shorter period as the Board, by
rule or order, may determine.
Section 618 makes a registered securities holding company subject
to all of the provisions of the Bank Holding Company Act of 1956 (12
U.S.C. 1841 et seq.) (``BHC Act'') in the same manner as a bank holding
company, other than the restrictions on nonbanking activities contained
in section 4 of the BHC Act.\2\ Consistent with the Dodd-Frank Act, the
Board anticipates applying the same supervisory program, including
examination procedures, reporting requirements, supervisory guidance,
and capital standards, to supervised securities holding companies that
the Board currently applies to bank holding companies. However, the
Board may, based on experience gained during the supervision of
supervised securities holding companies, modify these requirements as
appropriate and consistent with section 618.
---------------------------------------------------------------------------
\2\ 12 U.S.C. 1850a(d)(1) and (e)(2).
---------------------------------------------------------------------------
II. Overview of Proposed Rule
This proposed rulemaking would permit securities holding companies
to elect to become supervised securities holding companies by
registering with the Board. The proposed rule outlines the requirements
that a securities holding company must satisfy to make an effective
registration, including filing the appropriate form with the
responsible Reserve Bank, providing all additional information
requested by the Board, and satisfying the statutory waiting period of
45 days or such shorter period the Board determines appropriate. The
Board is seeking
[[Page 54718]]
comments on all aspects of this proposed rulemaking.
Section 241.1 of the proposed rule outlines the authority under
which the Board is issuing the proposed rule. Section 241.2 of the
proposed rule incorporates the statutory language in section 618
defining a ``securities holding company'' to mean any company that
directly or indirectly owns or controls, is controlled by, or is under
common control with, one or more brokers or dealers registered with the
Securities and Exchange Commission. The term does not include, among
other things, a company that is a nonbank financial company supervised
by the Board, a bank holding company, a savings and loan holding
company, an insured bank, a savings association, or a foreign banking
organization with U.S. banking operations. Under the proposal, terms
such as ``affiliate,'' ``bank,'' ``bank holding company,'' ``control,''
and ``subsidiary'' are defined to have the same meaning as in section
225.2 of the Board's Regulation Y.
Section 241.3 of the proposed rule requires a securities holding
company that elects to register to become a supervised securities
holding company to file the proper form with the responsible Reserve
Bank. As discussed further in section IV below, the Board is proposing
to create a new form for this purpose. The proposed form, which is
similar to the Board's current form Y-3F, used by a company registering
to become a bank holding company, would include a number of questions
relating to the organizational structure of the securities holding
company, its capital structure, and its financial condition.
Specifically, the proposed form would require a securities holding
company electing to be supervised to submit:
1. An organization chart for the securities holding company showing
all subsidiaries.
2. The name, asset size, general activities, place of
incorporation, and ownership share held by the securities holding
company for each of the securities holding company's direct and
indirect subsidiaries that comprise 1 percent or more of the securities
holding company's worldwide consolidated assets.
3. A list of all persons (natural as well as legal) in the upstream
chain of ownership of the securities holding company who, directly or
indirectly, own 5 percent or more of the voting shares of the
securities holding company. In addition, the Board would request
information concerning any voting agreements or other mechanisms that
exist among shareholders for the exercise of control over the
securities holding company.
4. For the senior officers and directors with decision-making
authority for the securities holding company, the biographical
information requested in the Interagency Biographical and Financial
Report FR 2081c (the Financial Report need not be provided).
5. Copies of the most recent quarterly and annual reports prepared
for shareholders, if any, for the securities holding company and
certain subsidiaries.
6. Income statements, balance sheets, and audited GAAP statements,
as well as any other financial statements submitted to the securities
holding company's current consolidated supervisor, if any, each on a
parent-only and consolidated basis, showing separately each principal
source of revenue and expense, through the end of the most recent
fiscal quarter and for the past two (2) fiscal years.
7. A description of the methods used by the securities holding
company to monitor and control its operations, including those of its
domestic and foreign subsidiaries and offices (e.g., through internal
reports and internal audits).
8. A description of the bank regulatory system that exists in the
home country of any of the securities holding company's foreign bank
subsidiaries. The description also should include a discussion of each
of the following:
a. The scope and frequency of on-site examinations by the home
country supervisor;
b. Off-site monitoring by the home country supervisor;
c. The role of external auditors;
d. Transactions with affiliates;
e. Other applicable prudential requirements;
f. Remedial authority of the home country supervisor;
g. Prior approval requirements; and,
h. Any applicable regulatory capital framework.
9. A description of any other regulatory capital framework to which
the securities holding company is subject.
The proposed rule further provides that the Board may at any time
request additional information that it believes is necessary to
complete the registration.
Under the proposed rule, the registration is considered filed when
all information required by the Board is received. Section 241.3 of the
proposed rule also states that a registration filed by a securities
holding company becomes effective and supervision by the Board begins
on the 45th calendar day after the date that a complete filing is
received. Under the proposed rule, the Board also reserves the right to
shorten the 45-day waiting period and begin consolidated supervision at
such earlier date as the Board specifies to the securities holding
company in writing.
The proposed rule provides that, upon an effective registration, a
supervised securities holding company would be supervised and regulated
as if it were a bank holding company, and that the nonbanking
restrictions contained in section 4 of the BHC Act will not apply to a
supervised securities holding company. This treatment will generally
mean that supervised securities holding companies will, among other
things, be required to submit the same reports and be subject to the
same examination procedures, supervisory guidance, and capital
standards that currently apply to bank holding companies. However, the
Board anticipates that there will be a period of time before the Board
becomes fully acquainted with supervised securities holding companies
(and their operations) because they are a new class of entities the
Dodd-Frank Act requires the Board to supervise. As a result, the
proposed rule provides the Board with flexibility to supervise and
regulate supervised securities holding companies in a manner that is
consistent with safety and soundness and that addresses the risks they
pose to financial stability.
III. Solicitation of Comments and Use of Plain Language
Section 722 of the Gramm-Leach-Bliley Act (Pub. L. 106-102, 113
Stat. 1338, 1471, 12 U.S.C. 4809) requires the Federal banking agencies
to use plain language in all proposed and final rules published after
January 1, 2000. The Board invites comment on how to make the proposed
rule easier to understand. For example:
Is the material organized in a clear, understandable, and
complete way? If not, how can the rule be presented more clearly?
Are the requirements in the rule clearly stated? If not,
how could the rule be more clearly stated?
Do the regulations contain technical language or jargon
that is not clear? If so, which language requires clarification?
Would a different format (grouping and order of sections,
use of headings, paragraphing) make the regulation easier to
understand? If so, what changes would achieve that?
[[Page 54719]]
Is the section format adequate? If not, which of the
sections should be changed and how?
What other changes can the Board incorporate to make the
regulation easier to understand?
IV. Administrative Law Matters
A. Paperwork Reduction Act Analysis
In accordance with the requirements of the Paperwork Reduction Act
of 1995 (44 U.S.C. 3501 et seq.) (``PRA''), the Board may not conduct
or sponsor, and the respondent is not required to respond to, an
information collection unless it displays a currently valid Office of
Management and Budget (OMB) control number. The OMB control numbers for
the existing information collections are provided below. The OMB
control number will be assigned for the new information collection
related to registrations described below. The Board reviewed the
proposed rule under the authority delegated to the Board by OMB.
Title of Existing Information Collections:
The Annual Report of Bank Holding Companies (FR Y-6),
The Report of Foreign Banking Organizations (FR Y-7),
The Consolidated Financial Statements for Bank Holding
Companies (FR Y-9C),
The Parent Company Only Financial Statements for Large
Bank Holding Companies (FR Y-9LP),
The Parent Company Only Financial Statements for Small
Bank Holding Companies (FR Y-9SP),
The Financial Statements for Employee Stock Ownership Plan
Bank Holding Companies (FR Y-9ES),
The Supplement to the Consolidated Financial Statements
for Bank Holding Companies (FR Y-9CS),
The Financial Statements of U.S. Nonbank Subsidiaries of
U.S. Bank Holding Companies (FR Y-11 and FR Y-11S),
The Financial Statements of Foreign Subsidiaries of U.S.
Banking Organizations (FR 2314 and FR 2314S),
The Bank Holding Company Report of Insured Depository
Institutions' Section 23A Transactions with Affiliates (FR Y-8),
The Consolidated Bank Holding Company Report of Equity
Investments in Nonfinancial Companies (FR Y-12) and the Annual Report
of Merchant Banking Investments Held for an Extended Period (FR Y-12A),
and
The Capital and Asset Report of Foreign Banking
Organizations (FR Y-7Q), and the Financial Statements of U.S. Nonbank
Subsidiaries Held by Foreign Banking Organizations (FR Y-7N and FR Y-
7NS).
Frequency of Response: Annually, semi-annually, quarterly, event-
generated.
Affected Public: Nonbank companies.
Abstract: The information collection reporting requirements are
found in sections 241.3(a)(1) and 241.3(b)(3)(i) of the proposed rule.
These requirements would implement regulations related to section 618
of the Dodd-Frank Act, which, as discussed above, permit securities
holding companies to register with, and subject themselves to
supervision by, the Board. As previously noted, a supervised securities
holding company is subject to all of the provisions of the BHC Act in
the same manner as a bank holding company, other than the restrictions
on nonbanking activities contained in section 4 of the BHC Act.
Section 241.3(a)(1) would require securities holding companies that
elect to register to become supervised securities holding companies to
file a registration form with the responsible Reserve Bank. The
registration form would ask information on: The organization chart
(including all subsidiaries), shareholders, senior officers and
directors, methods used to monitor and control its operations, and
foreign bank subsidiaries and the bank regulatory system in which these
foreign bank subsidiaries operate. Section 241.3(b)(3)(i) would require
supervised securities holding companies to be subject to supervision
and regulation by the Board as if such companies were bank holding
companies. Accordingly, the Federal Reserve would require supervised
securities holding companies to file the same reports as bank holding
companies as follows: FR Y-6 and FR Y-7 (OMB No. 7100-0297); FR Y-9C,
FR Y-9LP, FR Y-9SP, FR Y-9ES, and FR Y-9CS (OMB No. 7100-0128); FR Y-11
and FR Y-11S (OMB No. 7100-0244); FR 2314 and FR 2314S (OMB No. 7100-
0073); FR Y-8 (OMB No. 7100-0126); FR Y-12 and FR Y-12A (OMB No. 7100-
0300); FR Y-7Q, FR Y-7N and FR Y-7NS (OMB No. 7100-0125).
Estimated Burden:
The estimated burden per filing for the registration form in
section 241.3(a)(1) is eight hours (one business day). The Board
estimates that approximately five securities holding companies would
file a request to become a supervised securities holding company.
Therefore, the total annual burden for the registration form is
estimated to be 40 hours. Effective upon registration, and except as
otherwise provided by order of the Board, a supervised securities
holding company shall file the existing bank holding company reporting
forms listed above on the calendar quarter-end under section
241.3(b)(3)(i). The hourly burden estimates associated with each of
these reporting forms is not expected to change materially as the
information to be collected is substantively similar to that which is
currently being collected from bank holding companies. There is
currently only one securities holding company as of June 30, 2011,
which would be added to the respondent panel for each report, as
appropriate.
For additional information on the current burden associated with
any of the existing information collections, please see OMB's public
Web site at: https://www.reginfo.gov/public/do/PRAMain. For copies of
the current reporting forms, please see the Federal Reserve's public
Web site at: https://www.federalreserve.gov/reportforms/default.cfm.
Comments are invited on:
(a) Whether the collection of information is necessary for the
proper performance of the Board's functions, including whether the
information has practical utility;
(b) The accuracy of the estimates of the burden of the information
collection, including the validity of the methodology and assumptions
used;
(c) Ways to enhance the quality, utility, and clarity of the
information to be collected;
(d) Ways to minimize the burden of the information collection on
respondents, including through the use of automated collection
techniques or other forms of information technology; and
(e) Estimates of capital or start up costs and costs of operation,
maintenance, and purchase of services to provide information.
Comments on the collection of information should be sent to Cynthia
Ayouch, Acting Federal Reserve Clearance Officer, Division of Research
and Statistics, Mail Stop 95-A, Board of Governors of the Federal
Reserve System, Washington, DC 20551, with copies of such comments sent
to the Office of Management and Budget, Paperwork Reduction Project
(SHC Registration), Washington, DC 20503. You may also submit comments
electronically, identified by Docket number, by any of the following
methods:
Agency Web Site: https://www.federalreserve.gov. Follow the
instructions for submitting comments on the https://www.federalreserve.gov/generalinfo/foia/ProposedRegs.cfm.
[[Page 54720]]
Federal eRulemaking Portal: https://www.regulations.gov.
Follow the instructions for submitting comments.
E-mail: regs.comments@federalreserve.gov. Include docket
number in the subject line of the message.
B. Regulatory Flexibility Act Analysis
In accordance with section 3(a) of the Regulatory Flexibility Act
(5 U.S.C. 601 et seq.) (``RFA''), the Board is publishing an initial
regulatory flexibility analysis of the proposed rule. The RFA requires
an agency either to provide an initial regulatory flexibility analysis
with a proposed rule for which a general notice of proposed rulemaking
is required or to certify that the proposed rule will not have a
significant economic impact on a substantial number of small entities.
Based on its analysis and for the reasons stated below, the Board
believes that this proposed rule will not have a significant economic
impact on a substantial number of small entities. Nevertheless, the
Board is publishing an initial regulatory flexibility analysis. A final
regulatory flexibility analysis will be conducted after comments
received during the public comment period have been considered.
In accordance with section 618 of the Dodd-Frank Act, the Board is
proposing Regulation OO (12 CFR part 241 et seq.) to establish a
process for a securities holding company to elect to be supervised by
the Board. The proposed rule would establish the requirements and
procedures for registering with the Board in order to become a
supervised securities holding company. As noted above, a supervised
securities holding company would be supervised and regulated as if it
were a bank holding company, and would be required to submit the same
reports that currently apply to bank holding companies. The reasons and
justification for the proposed rule are described in the Supplementary
Information. The Board does not believe that the proposed rule
duplicates, overlaps, or conflicts with any other Federal rules.
Under regulations issued by the Small Business Administration
(``SBA''), a ``small entity'' includes those firms within the ``Finance
and Insurance'' sector with asset sizes that vary from $7 million or
less in assets to $175 million or less in assets.\3\ The Board believes
that the Finance and Insurance sector constitutes a reasonable universe
of firms for these purposes because such firms generally engage in
activities that are financial in nature. Consequently, securities
holding companies with asset sizes of $175 million or less are small
entities for purposes of the RFA.
---------------------------------------------------------------------------
\3\ 13 CFR 121.201.
---------------------------------------------------------------------------
As discussed in the Supplementary Information, the proposed rule
would apply to any securities holding company that elects to be
supervised by the Board regardless of such a company's asset size.
However, at this time, only one company, which has assets in excess of
$175 million, has expressed interest in electing to become a supervised
securities holding company. Moreover, only one company ever elected to
be supervised under the investment bank holding company framework
administered by the Securities and Exchange Commission, which like the
framework in the proposed rule provided an elective mechanism to enable
a nonbank securities company to satisfy requirements by a foreign
regulator or provision of foreign law that such company be subject to
comprehensive consolidated supervision. Taking these facts into
consideration but also allowing for additional flexibility, the Board
estimates that approximately five securities holding companies may
possibly register to become a Board supervised securities holding
company.
In light of the foregoing, the Board does not believe that the
proposed rule, if adopted in final form, would have a significant
economic impact on a substantial number of small entities supervised by
the Board. Nonetheless, the Board seeks comment on whether the proposed
rule would impose undue burdens on, or have unintended consequences
for, small organizations, and whether there are ways such potential
burdens or consequences could be minimized in a manner consistent with
section 618 of the Dodd-Frank Act.
List of Subjects in 12 CFR Part 241
Administrative practice and procedure, Holding companies,
Securities, Federal Reserve System, Brokers and dealers, Foreign law,
Reporting and recordkeeping requirements.
For the reasons set forth in the preamble, the Board proposes to
amend 12 CFR chapter II as follows:
1. Add new part 241 to read as follows:
PART 241--SECURITIES HOLDING COMPANIES (REGULATION OO)
Sec.
241.1 Authority and Purpose.
241.2 Definitions.
241.3 Registration as a supervised securities holding company.
Authority: 12 U.S.C. 1850a.
Sec. 241.1 Authority and Purpose.
(a) Authority. This part is issued by the Board pursuant to section
618 of the Dodd-Frank Wall Street Reform and Consumer Protection Act
(12 U.S.C. 1850a).
(b) Purpose. This part establishes the procedure by which a
securities holding company may elect to register to be supervised by
the Board.
Sec. 241.2 Definitions.
Except as defined below, terms used in this part have the same
meaning given them in 12 CFR 225.2.
(a) Securities holding company. (1) A securities holding company
means any company that directly or indirectly owns or controls, is
controlled by, or is under common control with, one or more brokers or
dealers registered with the Securities and Exchange Commission; and
(2) Does not include a company that is--
(i) A nonbank financial company supervised by the Board pursuant to
Title I of the Dodd-Frank Wall Street Reform and Consumer Protection
Act (12 U.S.C. 5301 et seq.);
(ii) An insured bank (other than an institution described in
subparagraphs (D), (F), or (H) of section 2(c)(2) of the Bank Holding
Company Act of 1956 (12 U.S.C. 1841(c)(2)) or a savings association;
(iii) An affiliate of an insured bank (other than an institution
described in subparagraphs (D), (F), or (H) of section 2(c)(2) of the
Bank Holding Company Act of 1956 (12 U.S.C. 1841(c)(2)) or an affiliate
of a savings association;
(iv) A foreign bank, foreign company, or company that is described
in section 8(a) of the International Banking Act of 1978 (12 U.S.C.
3106(a));
(v) A foreign bank that controls, directly or indirectly, a
corporation chartered under section 25A of the Federal Reserve Act (12
U.S.C. 611 et seq.); or
(vi) Subject to comprehensive consolidated supervision by a foreign
regulator.
(b) Supervised securities holding company means a securities
holding company that is supervised by the Board pursuant to this part.
Sec. 241.3 Registration as a supervised securities holding company.
(a) Registration.
(1) Filing Requirement. A securities holding company may elect to
register to become a supervised securities holding company by filing
the appropriate form with the responsible Reserve Bank. The responsible
Reserve Bank is determined by the Director of
[[Page 54721]]
Banking Supervision and Regulation at the Board, or the Director's
delegee.
(2) Request for additional information. The Board may, at any time,
request additional information that it believes is necessary to
complete the registration.
(3) Complete filing. A registration by a securities holding company
is considered to be filed on the date that all information required on
the appropriate form is received.
(b) Effective date of registration.
(1) In general. A registration filed by a securities holding
company under paragraph (a) of this section is effective on the 45th
calendar day after the date that a complete filing is received by the
responsible Reserve Bank.
(2) Earlier notification that a registration is effective. The
Board may notify a securities holding company that its registration to
become a supervised securities holding company is effective prior to
the 45th calendar day after the date that a complete filing is received
by the responsible Reserve Bank. Such a notification must be in
writing.
(3)(i) Upon an effective registration and except as otherwise
provided by order of the Board, a supervised securities holding company
shall be treated, and shall be subject to supervision and regulation by
the Board, as if it were a bank holding company, or as otherwise
appropriate to protect the safety and soundness of the supervised
securities holding company and address the risks posed by such company
to financial stability.
(ii) The provisions of section 4 of the Bank Holding Company Act of
1956 (12 U.S.C. 1841 et seq.) do not apply to a supervised securities
holding company.
By order of the Board of Governors of the Federal Reserve
System, August 29, 2011.
Jennifer J. Johnson,
Secretary of the Board.
[FR Doc. 2011-22469 Filed 9-1-11; 8:45 am]
BILLING CODE 6210-01-P