311
management or operation of the company
or entity except insofar as necessary to
achieve the objectives of clauses (ii) and
(iii).
‘‘(4) ACTIONS REQUIRED.—The Board shall, by
regulation or order, define, consistent with the pur-
poses of this Act, the following activities as, and the
extent to which such activities are, financial in na-
ture or incidental to activities which are financial in
nature:
‘‘(A) Lending, exchanging, transferring, in-
vesting for others, or safeguarding financial as-
sets other than money or securities.
‘‘(B) Providing any device or other instru-
mentality for transferring money or other finan-
cial assets.
‘‘(C) Arranging, effecting, or facilitating fi-
nancial transactions for the account of third
parties.
‘‘(5) POST-CONSUMMATION NOTIFICATION.—
‘‘(A) IN
GENERAL.—A financial holding
company and a wholesale financial holding com-
pany that acquires any company, or commences
any activity, pursuant to this subsection shall
provide written notice to the Board describing
312
the activity commenced or conducted by the com-
pany acquired no later than 30 calendar days
after commencing the activity or consummating
the acquisition.
‘‘(B) APPROVAL NOT REQUIRED FOR CER-
TAIN
FINANCIAL
ACTIVITIES.—Except as pro-
vided in section 4(j) with regard to the acquisi-
tion of a savings association or in paragraph (6)
of this subsection, a financial holding company
and a wholesale financial holding company may
commence any activity, or acquire any com-
pany, pursuant to paragraph (3) or any regula-
tion prescribed or order issued under paragraph
(4), without prior approval of the Board.
‘‘(6) NOTICE REQUIRED FOR LARGE COMBINA-
TIONS.—
‘‘(A) IN
GENERAL.—No financial holding
company or wholesale financial holding com-
pany shall directly or indirectly acquire, and no
company that becomes a financial holding com-
pany or a wholesale financial holding company
shall directly or indirectly acquire control of,
any company in the United States, including
through merger, consolidation, or other type of
business combination, that—
313
‘‘(i) is engaged in activities permitted
under this subsection or subsection (g); and
‘‘(ii) has consolidated total assets in
excess of $40,000,000,000,
unless such holding company has provided notice
to the Board, not later than 60 days prior to
such proposed acquisition or prior to becoming a
financial holding company or wholesale finan-
cial holding company, and during that time pe-
riod, or such longer time period not exceeding an
additional 60 days, as established by the Board,
the Board has not issued a notice disapproving
the proposed acquisition or retention.
‘‘(B) FACTORS
FOR
CONSIDERATION.—In
reviewing any prior notice filed under this para-
graph, the Board shall take into consideration—
‘‘(i) whether the company is in compli-
ance with all applicable criteria set forth in
subsection (b) and the provisions of sub-
section (d);
‘‘(ii) whether the proposed combination
represents an undue aggregation of re-
sources;
314
‘‘(iii) whether the proposed combina-
tion poses a risk to the deposit insurance
system;
‘‘(iv) whether the proposed combination
poses a risk to State insurance guaranty
funds;
‘‘(v) whether the proposed combination
can reasonably be expected to be in the best
interests of depositors or policyholders of the
respective entities; and
‘‘(vi) whether the proposed transaction
can reasonably be expected to produce bene-
fits to the public.
‘‘(C) REQUIRED INFORMATION.—The Board
may disapprove any prior notice filed under this
paragraph if the company submitting such no-
tice neglects, fails, or refuses to furnish to the
Board all relevant information required by the
Board.
‘‘(D) SOLICITATION
OF
VIEWS
OF
OTHER
SUPERVISORY AGENCIES.—
‘‘(i) IN GENERAL.—Upon receiving a
prior notice under this paragraph, in order
to provide for the submission of their views
315
and recommendations, the Board shall give
notice of the proposal to—
‘‘(I) 
the 
appropriate 
Federal
banking agency of any bank involved;
‘‘(II) the appropriate functional
regulator of any functionally regulated
nondepository institution (as defined
in section 5(c)(1)(C)) involved; and
‘‘(III) the Secretary of the Treas-
ury, the Department of Justice, and
the Federal Trade Commission.
‘‘(ii) TIMING.—The views and rec-
ommendations of any agency provided no-
tice under this paragraph shall be submitted
to the Board not later than 30 calendar
days after the date on which notice to the
agency was given, unless the Board deter-
mines that another shorter time period is
appropriate.
‘‘(d) PROVISIONS APPLICABLE TO FINANCIAL HOLDING
COMPANIES THAT FAIL TO MEET REQUIREMENTS.—
‘‘(1) IN GENERAL.—If the Board finds that a fi-
nancial holding company is not in compliance with
the requirements of subparagraph (A), (B), (C), or
316
(D) of subsection (b)(1), the Board shall give notice
of such finding to the company.
‘‘(2) AGREEMENT TO CORRECT CONDITIONS RE-
QUIRED.—
‘‘(A) IN GENERAL.—Not later than 45 days
after receipt by a financial holding company of
a notice given under paragraph (1) (or such ad-
ditional period as the Board may permit), the
company shall execute an agreement acceptable
to the Board to comply with the requirements
applicable to a financial holding company.
‘‘(B) CERTAIN FAILURES TO COMPLY.—A fi-
nancial holding company shall not be required to
divest any company held, or terminate any ac-
tivity conducted pursuant to, subsection (c) sole-
ly because of a failure to comply with subsection
(b)(1)(C).
‘‘(3) BOARD MAY IMPOSE LIMITATIONS.—Until
the conditions described in a notice to a financial
holding company under paragraph (1) are corrected,
the Board may impose such limitations on the con-
duct or activities of the company or any affiliate of
the company as the Board determines to be appro-
priate under the circumstances.
330
thority of that State a plan to increase the cap-
ital of the entity, except that any determination
by the State insurance regulatory authority with
respect to such requirement shall be made not
later than 60 days after the date of notification
under subparagraph (A); or
(C) taking actions with respect to the re-
ceivership or conservatorship of any insurance
company.
(b) ACTIVITIES.—
(1) IN GENERAL.—Except as provided in para-
graph (3), and except with respect to insurance sales,
solicitation, and cross marketing activities covered
under paragraph (2), no State may, by statute, regu-
lation, order, interpretation, or other action, prevent
or restrict an insured depository institution, whole-
sale financial institution, or subsidiary or affiliate
thereof from engaging directly or indirectly, either by
itself or in conjunction with a subsidiary, affiliate, or
any other entity or person, in any activity authorized
or permitted under this Act.
(2) INSURANCE SALES.—
(A) IN GENERAL.—No State may, by stat-
ute, regulation, order, interpretation, or other ac-
tion, prevent or significantly interfere with the
509
affiliated person of that investment ad-
viser or any affiliated person thereof;
‘‘(ii) vote the shares of the investment
company held by it in the same proportion
as shares held by all other shareholders of
the investment company; or
‘‘(iii) vote the shares of the investment
company as otherwise permitted under such
rules, regulations, or orders as the Commis-
sion may prescribe or issue consistent with
the protection of investors.
‘‘(2) EXEMPTION.—Paragraph (1) shall not
apply to any investment adviser to a registered in-
vestment company, or any affiliated person of that
investment adviser, that holds shares of the invest-
ment company in a trustee or fiduciary capacity if
that registered investment company consists solely of
assets held in such capacities.
‘‘(3) SAFE HARBOR.—No investment adviser to a
registered investment company or any affiliated per-
son of such investment adviser shall be deemed to have
acted unlawfully or to have breached a fiduciary duty
under State or Federal law solely by reason of acting
in accordance with clause (i), (ii), or (iii) of para-
graph (1)(B).’’.