§ 251.2 Definitions. Unless otherwise specified, for the purposes of this part: ( a ) *Applicable accounting standards* means, with respect to a company, U.S. generally accepted accounting principles (GAAP), or such other accounting standard or method of estimation that the Board determines is appropriate pursuant to § 251.3(e).
( b ) *Applicable risk-based capital rules* means consolidated risk-based capital rules established by an appropriate Federal banking agency that are applicable to a financial company.
( c ) *Appropriate Federal banking agency* has the same meaning as in section 3(q) of the Federal Deposit Insurance Act (12 U.S.C. 1813(q)).
( d ) *Control* has the same meaning as in § 225.2(e) of the Board's Regulation Y (12 CFR 225.2(e)).
( e ) *Council* means the Financial Stability Oversight Council established by section 111 of the Dodd-Frank Act (12 U.S.C. 5321).
( f ) *Covered acquisition* means a transaction in which a company directly or indirectly merges or consolidates with, acquires all or substantially all of the assets of, or otherwise acquires control of another company. A covered acquisition does not include an acquisition of ownership or control of a company: ( 1 ) In the ordinary course of collecting a debt previously contracted in good faith if the acquired securities or assets are divested within the time period permitted by the appropriate Federal banking agency (including extensions) or, if the financial company does not have an appropriate Federal banking agency, five years;
( 2 ) In a fiduciary capacity in good faith under applicable fiduciary law if the acquired securities or assets are held in the ordinary course of business and not acquired for the benefit of the company or its shareholders, employees, or subsidiaries;
( 3 ) In connection with *bona fide* underwriting or market-making activities;
( 4 ) Solely in connection with a corporate reorganization and the companies involved are lawfully controlled and operated by the financial company both before and following the reorganization; and
( 5 ) That is, or will be, an issuer of asset back securities (as defined in Section 3(a) of the Securities and Exchange Act of 1934) so long as the financial company that retains an ownership interest in the company complies with the credit risk retention requirements in the regulations issued pursuant to section 15G of the Securities and Exchange Act of 1934.
( g ) *Financial company* includes: ( 1 ) An insured depository institution;
( 2 ) A bank holding company;
( 3 ) A savings and loan holding company;
( 4 ) A company that controls an insured depository institution;
( 5 ) A nonbank financial company supervised by the Board, and
( 6 ) A foreign bank or company that is treated as a bank holding company for purposes of the Bank Holding Company Act.
( h ) *Foreign financial company* means a financial company that is incorporated or organized in a country other than the United States.
( i ) *Insured depository institution* has the same meaning as in section 3(c)(2) of the Federal Deposit Insurance Act (12 U.S.C. 1813(c)(2)).
( j ) *Nonbank financial company supervised by the Board* means any nonbank financial company that the Council has determined under section 113 of the Dodd-Frank Act (12 U.S.C. 5323) shall be supervised by the Board and for which such determination is still in effect.
( k ) *State* means any state, commonwealth, territory, or possession of the United States, the District of Columbia, the Commonwealth of Puerto Rico, the Commonwealth of the Northern Mariana Islands, American Samoa, Guam, or the United States Virgin Islands.
( l ) *U.S. agency* has the same meaning as the term “agency” in § 211.21(b) of the Board's Regulation K (12 CFR 211.21(b)).
( m ) *Total regulatory capital* has the same meaning as the term “total capital” as defined under the applicable risk-based capital rules.
( n ) *Total risk-based capital ratio* means the “total capital ratio” as calculated under the applicable risk-based capital rules.
( o ) *Total risk-weighted assets* means the measure of consolidated risk-weighted assets that a financial company uses to calculate its risk-based capital ratios under the applicable risk-based capital rules.
( p ) *U.S. branch* has the same meaning as the term “branch” in § 211.21(e) of the Board's Regulation K (12 CFR 211.21(e)).
( q ) *U.S. company* means a company that is incorporated in or organized under the laws of the United States or any State.
( r ) *U.S. financial company* means a financial company that is a U.S. company.
( s ) *U.S. subsidiary* means any subsidiary, as defined in § 225.2(o) of Regulation Y (12 CFR 225.2(o)), that is a U.S. company.