SECTION 1. SHORT TITLE; PURPOSES; TABLE OF CON-
TENTS.
(a) SHORT TITLE.—This Act may be cited as the
‘‘Financial Services Act of 1999’’.
(b) PURPOSES.—The purposes of this Act are as fol-
lows:
(1) To enhance competition in the financial
services industry, in order to foster innovation and
efficiency.
(2) To ensure the continued safety and sound-
ness of depository institutions.
(3) To provide necessary and appropriate pro-
tections for investors and ensure fair and honest
markets in the delivery of financial services.
(4) To avoid duplicative, potentially conflicting,
and overly burdensome regulatory requirements
through the creation of a regulatory framework for
financial holding companies that respects the diver-
gent requirements of each of the component busi-
nesses of the holding company, and that is based
upon principles of strong functional regulation and
enhanced regulatory coordination.
(5) To reduce and, to the maximum extent
practicable, to eliminate the legal barriers preventing
affiliation among depository institutions, securities
firms, insurance companies, and other financial serv-
ice providers and to provide a prudential framework
for achieving that result.
(6) To enhance the availability of financial serv-
ices to citizens of all economic circumstances and in
all geographic areas.
(7) To enhance the competitiveness of United
States financial service providers internationally.
(8) To ensure compliance by depository institu-
tions with the provisions of the Community Rein-
vestment Act of 1977 and enhance the ability of de-
pository institutions to meet the capital and credit
needs of all citizens and communities, including un-
derserved communities and populations.
(c) TABLE OF CONTENTS.—The table of contents for
this Act is as follows:
Sec. 1. Short title; purposes; table of contents.
TITLE I—FACILITATING AFFILIATION AMONG SECURITIES FIRMS,
INSURANCE COMPANIES, AND DEPOSITORY INSTITUTIONS
Subtitle A—Affiliations
Sec. 101. Glass-Steagall Act reformed.
Sec. 102. Activity restrictions applicable to bank holding companies which are
not financial holding companies.
Sec. 103. Financial holding companies.
Sec. 104. Operation of State law.
Sec. 105. Mutual bank holding companies authorized.
Sec. 105A. Public meetings for large bank acquisitions and mergers.
Sec. 106. Prohibition on deposit production offices.
Sec. 107. Clarification of branch closure requirements.
Sec. 108. Amendments relating to limited purpose banks.
Sec. 109. GAO study of economic impact on community banks, other small fi-
nancial institutions, insurance agents, and consumers.
Sec. 110. Responsiveness to community needs for financial services.
Sec. 110A. Study of financial modernization’s affect on the accessibility of
small business and farm loans.
Subtitle B—Streamlining Supervision of Financial Holding Companies
Sec. 111. Streamlining financial holding company supervision.
Sec. 112. Elimination of application requirement for financial holding compa-
nies.
Sec. 113. Authority of State insurance regulator and Securities and Exchange
Commission.
Sec. 114. Prudential safeguards.
Sec. 115. Examination of investment companies.
Sec. 116. Limitation on rulemaking, prudential, supervisory, and enforcement
authority of the Board.
Sec. 117. Equivalent regulation and supervision.
Sec. 118. Prohibition on FDIC assistance to affiliates and subsidiaries.
Sec. 119. Repeal of savings bank provisions in the Bank Holding Company Act
of 1956.
Sec. 120. Technical amendment.
Subtitle C—Subsidiaries of National Banks
Sec. 121. Permissible activities for subsidiaries of national banks.
Sec. 122. Safety and soundness firewalls between banks and their financial sub-
sidiaries.
Sec. 123. Misrepresentations regarding depository institution liability for obli-
gations of affiliates.
Sec. 124. Repeal of stock loan limit in Federal Reserve Act.
Subtitle D—Wholesale Financial Holding Companies; Wholesale Financial
Institutions
CHAPTER 1—WHOLESALE FINANCIAL HOLDING COMPANIES
Sec. 131. Wholesale financial holding companies established.
Sec. 132. Authorization to release reports.
Sec. 133. Conforming amendments.
CHAPTER 2—WHOLESALE FINANCIAL INSTITUTIONS
Sec. 136. Wholesale financial institutions.
Subtitle E—Preservation of FTC Authority
Sec. 141. Amendment to the Bank Holding Company Act of 1956 to modify
notification and post-approval waiting period for section 3
transactions.
Sec. 142. Interagency data sharing.
Sec. 143. Clarification of status of subsidiaries and affiliates.
Sec. 144. Annual GAO report.
Subtitle F—National Treatment
Sec. 151. Foreign banks that are financial holding companies.
Sec. 152. Foreign banks and foreign financial institutions that are wholesale fi-
nancial institutions.
Sec. 153. Representative offices.
Sec. 154. Reciprocity.
Subtitle G—Federal Home Loan Bank System Modernization
Sec. 161. Short title.
Sec. 162. Definitions.
Sec. 163. Savings association membership.
Sec. 164. Advances to members; collateral.
Sec. 165. Eligibility criteria.
Sec. 166. Management of banks.
Sec. 167. Resolution Funding Corporation.
Sec. 168. Capital structure of Federal home loan banks.
Subtitle H—ATM Fee Reform
Sec. 171. Short title.
Sec. 172. Electronic fund transfer fee disclosures at any host ATM.
Sec. 173. Disclosure of possible fees to consumers when ATM card is issued.
Sec. 174. Feasibility study.
Sec. 175. No liability if posted notices are damaged.
Subtitle I—Direct Activities of Banks
Sec. 181. Authority of national banks to underwrite certain municipal bonds.
Subtitle J—Deposit Insurance Funds
Sec. 186. Study of safety and soundness of funds.
Sec. 187. Elimination of SAIF and DIF special reserves.
Subtitle K—Miscellaneous Provisions
Sec. 191. Termination of ‘‘know your customer’’ regulations.
Sec. 192. Study and report on Federal electronic fund transfers.
Sec. 193. General Accounting Office study of conflicts of interest.
Sec. 194. Study of cost of all Federal banking regulations.
Sec. 195. Study and report on adapting existing legislative requirements to on-
line banking and lending.
Sec. 196. Regulation of uninsured State member banks.
Sec. 197. Clarification of source of strength doctrine.
Sec. 198. Interest rates and other charges at interstate branches.
Sec. 198A. Interstate branches and agencies of foreign banks.
Sec. 198B. Fair treatment of women by financial advisers.
Subtitle L—Effective Date of Title
Sec. 199. Effective date.
TITLE II—FUNCTIONAL REGULATION
Subtitle A—Brokers and Dealers
Sec. 201. Definition of broker.
Sec. 202. Definition of dealer.
Sec. 203. Registration for sales of private securities offerings.
Sec. 204. Information sharing.
Sec. 205. Treatment of new hybrid products.
Sec. 206. Definition of excepted banking product.
Sec. 207. Additional definitions.
Sec. 208. Government securities defined.
Sec. 209. Effective date.
Sec. 210. Rule of construction.
Subtitle B—Bank Investment Company Activities
Sec. 211. Custody of investment company assets by affiliated bank.
Sec. 212. Lending to an affiliated investment company.
Sec. 213. Independent directors.
Sec. 214. Additional SEC disclosure authority.
Sec. 215. Definition of broker under the Investment Company Act of 1940.
Sec. 216. Definition of dealer under the Investment Company Act of 1940.
Sec. 217. Removal of the exclusion from the definition of investment adviser for
banks that advise investment companies.
Sec. 218. Definition of broker under the Investment Advisers Act of 1940.
Sec. 219. Definition of dealer under the Investment Advisers Act of 1940.
Sec. 220. Interagency consultation.
Sec. 221. Treatment of bank common trust funds.
Sec. 222. Investment advisers prohibited from having controlling interest in
registered investment company.
Sec. 223. Statutory disqualification for bank wrongdoing.
Sec. 224. Conforming change in definition.
Sec. 225. Conforming amendment.
Sec. 226. Church plan exclusion.
Sec. 227. Effective date.
Subtitle C—Securities and Exchange Commission Supervision of Investment
Bank Holding Companies
Sec. 231. Supervision of investment bank holding companies by the Securities
and Exchange Commission.
Subtitle D—Disclosure of Customer Costs of Acquiring Financial Products
Sec. 241. Improved and consistent disclosure.
Subtitle E—Banks and Bank Holding Companies
Sec. 251. Consultation.
TITLE III—INSURANCE
Subtitle A—State Regulation of Insurance
Sec. 301. State regulation of the business of insurance.
Sec. 302. Mandatory insurance licensing requirements.
Sec. 303. Functional regulation of insurance.
Sec. 304. Insurance underwriting in national banks.
Sec. 305. Title insurance activities of national banks and their affiliates.
Sec. 306. Expedited and equalized dispute resolution for Federal regulators.
Sec. 307. Consumer protection regulations.
Sec. 308. Certain State affiliation laws preempted for insurance companies and
affiliates.
Sec. 309. Interagency consultation.
Sec. 310. Definition of State.
Subtitle B—Redomestication of Mutual Insurers
Sec. 311. General application.
Sec. 312. Redomestication of mutual insurers.
Sec. 313. Effect on State laws restricting redomestication.
Sec. 314. Other provisions.
Sec. 315. Definitions.
Sec. 316. Effective date.
Subtitle C—National Association of Registered Agents and Brokers
Sec. 321. State flexibility in multistate licensing reforms.
Sec. 322. National Association of Registered Agents and Brokers.
Sec. 323. Purpose.
Sec. 324. Relationship to the Federal Government.
Sec. 325. Membership.
Sec. 326. Board of directors.
Sec. 327. Officers.
Sec. 328. Bylaws, rules, and disciplinary action.
Sec. 329. Assessments.
Sec. 330. Functions of the NAIC.
Sec. 331. Liability of the Association and the directors, officers, and employees
of the Association.
Sec. 332. Elimination of NAIC oversight.
Sec. 333. Relationship to State law.
Sec. 334. Coordination with other regulators.
Sec. 335. Judicial review.
Sec. 336. Definitions.
Subtitle D—Rental Car Agency Insurance Activities
Sec. 341. Standard of regulation for motor vehicle rentals.
Subtitle E—Confidentiality
Sec. 351. Confidentiality of health and medical information.
TITLE IV—UNITARY SAVINGS AND LOAN HOLDING COMPANIES
Sec. 401. Prohibition on new unitary savings and loan holding companies.
Sec. 402. Retention of ‘‘Federal’’ in name of converted Federal savings associa-
tion.
TITLE V—PRIVACY
Subtitle A—Disclosure of Nonpublic Personal Information
Sec. 501. Protection of nonpublic personal information.
Sec. 502. Obligations with respect to disclosures of personal information.
Sec. 503. Disclosure of institution privacy policy.
Sec. 504. Rulemaking.
Sec. 505. Enforcement.
Sec. 506. Fair Credit Reporting Act amendment.
Sec. 507. Relation to other provisions.
Sec. 508. Study of information sharing among financial affiliates.
Sec. 509. Definitions.
Sec. 510. Effective date.
Subtitle B—Fraudulent Access to Financial Information
Sec. 521. Privacy protection for customer information of financial institutions.
Sec. 522. Administrative enforcement.
Sec. 523. Criminal penalty.
Sec. 524. Relation to State laws.
Sec. 525. Agency guidance.
Sec. 526. Reports.
Sec. 527. Definitions.
TITLE I—FACILITATING AFFILI-
ATION 
AMONG 
SECURITIES
FIRMS, INSURANCE COMPA-
NIES, AND DEPOSITORY IN-
STITUTIONS
Subtitle A—Affiliations
SEC. 101. GLASS-STEAGALL ACT REFORMED.
(a) SECTION 20 REPEALED.—Section 20 of the
Banking Act of 1933 (12 U.S.C. 377) (commonly referred
to as the ‘‘Glass-Steagall Act’’) is repealed.
(b) SECTION 32 REPEALED.—Section 32 of the
Banking Act of 1933 (12 U.S.C. 78) is repealed.
SEC. 102. ACTIVITY RESTRICTIONS APPLICABLE TO BANK
HOLDING COMPANIES WHICH ARE NOT FI-
NANCIAL HOLDING COMPANIES.
(a) IN GENERAL.—Section 4(c)(8) of the Bank Hold-
ing Company Act of 1956 (12 U.S.C. 1843(c)(8)) is
amended to read as follows:
‘‘(8) shares of any company the activities of
which had been determined by the Board by regula-
tion or order under this paragraph as of the day be-
fore the date of the enactment of the Financial Serv-
ices Act of 1999, to be so closely related to banking
as to be a proper incident thereto (subject to such
terms and conditions contained in such regulation or
order, unless modified by the Board);’’.
(b) CONFORMING CHANGES TO OTHER STATUTES.—
(1) AMENDMENT TO THE BANK HOLDING COM-
PANY ACT AMENDMENTS OF 1970.—Section 105 of
the Bank Holding Company Act Amendments of
1970 (12 U.S.C. 1850) is amended by striking ‘‘, to
engage directly or indirectly in a nonbanking activity
pursuant to section 4 of such Act,’’.
(2) AMENDMENT TO THE BANK SERVICE COM-
PANY ACT.—Section 4(f) of the Bank Service Com-
pany Act (12 U.S.C. 1864(f)) is amended by strik-
ing the period and adding at the end the following:
‘‘as of the day before the date of the enactment of
the Financial Services Act of 1999.’’.
SEC. 103. FINANCIAL HOLDING COMPANIES.
(a) IN GENERAL.—The Bank Holding Company Act
of 1956 is amended by inserting after section 5 (12 U.S.C.
1844) the following new section:
‘‘SEC. 6. FINANCIAL HOLDING COMPANIES.
‘‘(a) FINANCIAL HOLDING COMPANY DEFINED.—
For purposes of this section, the term ‘financial holding
company’ means a bank holding company which meets the
requirements of subsection (b).
‘‘(b) ELIGIBILITY REQUIREMENTS FOR FINANCIAL
HOLDING COMPANIES.—
‘‘(1) IN GENERAL.—No bank holding company
may engage in any activity or directly or indirectly
acquire or retain shares of any company under this
section unless the bank holding company meets the
following requirements:
‘‘(A) All of the subsidiary depository insti-
tutions of the bank holding company are well
capitalized.
‘‘(B) All of the subsidiary depository insti-
tutions of the bank holding company are well
managed.
‘‘(C) All of the subsidiary depository insti-
tutions of the bank holding company have
achieved a rating of ‘satisfactory record of
meeting community credit needs’, or better, at
the most recent examination of each such insti-
tution.
‘‘(D) The company has filed with the
Board a declaration that the company elects to
be a financial holding company and certifying
that the company meets the requirements of
subparagraphs (A), (B), and (C).
‘‘(2) FOREIGN
BANKS
AND
COMPANIES.—For
purposes of paragraph (1), the Board shall establish
and apply comparable capital and other operating
standards to a foreign bank that operates a branch
or agency or owns or controls a bank or commercial
lending company in the United States, and any com-
pany that owns or controls such foreign bank, giving
due regard to the principle of national treatment
and equality of competitive opportunity.
‘‘(3) LIMITED EXCLUSIONS FROM COMMUNITY
NEEDS REQUIREMENTS FOR NEWLY ACQUIRED DE-
POSITORY
INSTITUTIONS.—Any depository institu-
tion acquired by a bank holding company during the
12-month period preceding the submission of a no-
tice under paragraph (1)(D) and any depository in-
stitution acquired after the submission of such no-
tice may be excluded for purposes of paragraph
(1)(C) during the 12-month period beginning on the
date of such acquisition if—
‘‘(A) the bank holding company has sub-
mitted an affirmative plan to the appropriate
Federal banking agency to take such action as
may be necessary in order for such institution
to achieve a rating of ‘satisfactory record of
meeting community credit needs’, or better, at
the next examination of the institution; and
‘‘(B) the plan has been accepted by such
agency.
‘‘(c) ENGAGING IN ACTIVITIES THAT ARE FINANCIAL
IN NATURE.—
‘‘(1) FINANCIAL ACTIVITIES.—
‘‘(A) IN GENERAL.—Notwithstanding sec-
tion 4(a), a financial holding company may en-
gage in any activity, and acquire and retain the
shares of any company engaged in any activity,
that the Board has determined (by regulation
or order and in accordance with subparagraph
(B)) to be—
‘‘(i) financial in nature or incidental
to such financial activities; or
‘‘(ii) complementary to activities au-
thorized under this subsection to the ex-
tent that the amount of such complemen-
tary activities remains small.
‘‘(B) 
COORDINATION
BETWEEN
THE
BOARD AND THE SECRETARY OF THE TREAS-
URY.—
‘‘(i) PROPOSALS RAISED BEFORE THE
BOARD.—
‘‘(I) 
CONSULTATION.—The
Board shall notify the Secretary of
the Treasury of, and consult with the
Secretary of the Treasury concerning,
any request, proposal, or application
under this subsection, including a reg-
ulation or order proposed under para-
graph (4), for a determination of
whether an activity is financial in na-
ture or incidental to such a financial
activity.
‘‘(II) 
TREASURY
VIEW.—The
Board shall not determine that any
activity is financial in nature or inci-
dental to a financial activity under
this subsection if the Secretary of the
Treasury notifies the Board in writ-
ing, not later than 30 days after the
date of receipt of the notice described
in subclause (I) (or such longer period
as the Board determines to be appro-
priate in light of the circumstances)
that the Secretary of the Treasury be-
lieves that the activity is not financial
in nature or incidental to a financial
activity.
‘‘(ii) PROPOSALS
RAISED
BY
THE
TREASURY.—
‘‘(I) TREASURY
RECOMMENDA-
TION.—The Secretary of the Treasury
may, at any time, recommend in writ-
ing that the Board find an activity to
be financial in nature or incidental to
a financial activity.
‘‘(II) TIME PERIOD FOR BOARD
ACTION.—Not later than 30 days
after the date of receipt of a written
recommendation from the Secretary of
the Treasury under subclause (I) (or
such longer period as the Secretary of
the Treasury and the Board deter-
mine to be appropriate in light of the
circumstances), the Board shall deter-
mine whether to initiate a public rule-
making proposing that the subject
recommended activity be found to be
financial in nature or incidental to a
financial activity under this sub-
section, and shall notify the Secretary
of the Treasury in writing of the de-
termination of the Board and, in the
event that the Board determines not
to seek public comment on the pro-
posal, the reasons for that determina-
tion.
‘‘(2) FACTORS TO BE CONSIDERED.—In deter-
mining whether an activity is financial in nature or
incidental to financial activities, the Board shall take
into account—
‘‘(A) the purposes of this Act and the Fi-
nancial Services Act of 1999;
‘‘(B) changes or reasonably expected
changes in the marketplace in which bank hold-
ing companies compete;
‘‘(C) changes or reasonably expected
changes in the technology for delivering finan-
cial services; and
‘‘(D) whether such activity is necessary or
appropriate to allow a bank holding company
and the affiliates of a bank holding company
to—
‘‘(i) compete effectively with any com-
pany seeking to provide financial services
in the United States;
‘‘(ii) use any available or emerging
technological means, including any applica-
tion necessary to protect the security or ef-
ficacy of systems for the transmission of
data or financial transactions, in providing
financial services; and
‘‘(iii) offer customers any available or
emerging technological means for using fi-
nancial services.
‘‘(3) ACTIVITIES THAT ARE FINANCIAL IN NA-
TURE.—The following activities shall be considered
to be financial in nature:
‘‘(A) Lending, exchanging, transferring, in-
vesting for others, or safeguarding money or se-
curities.
‘‘(B) Insuring, guaranteeing, or indem-
nifying against loss, harm, damage, illness, dis-
ability, or death, or providing and issuing annu-
ities, and acting as principal, agent, or broker
for purposes of the foregoing.
‘‘(C) Providing financial, investment, or
economic advisory services, including advising
an investment company (as defined in section 3
of the Investment Company Act of 1940).
‘‘(D) Issuing or selling instruments rep-
resenting interests in pools of assets permissible
for a bank to hold directly.
‘‘(E) Underwriting, dealing in, or making
a market in securities.
‘‘(F) Engaging in any activity that the
Board has determined, by order or regulation
that is in effect on the date of the enactment
of the Financial Services Act of 1999, to be so
closely related to banking or managing or con-
trolling banks as to be a proper incident thereto
(subject to the same terms and conditions con-
tained in such order or regulation, unless modi-
fied by the Board).
‘‘(G) Engaging, in the United States, in
any activity that—
‘‘(i) a bank holding company may en-
gage in outside the United States; and
‘‘(ii) the Board has determined, under
regulations issued pursuant to section
4(c)(13) of this Act (as in effect on the
day before the date of the enactment of the
Financial Services Act of 1999) to be
usual in connection with the transaction of
banking or other financial operations
abroad.
‘‘(H) Directly or indirectly acquiring or
controlling, whether as principal, on behalf of
one or more entities (including entities, other
than a depository institution, that the bank
holding company controls) or otherwise, shares,
assets, or ownership interests (including with-
out limitation debt or equity securities, partner-
ship interests, trust certificates or other instru-
ments representing ownership) of a company or
other entity, whether or not constituting control
of such company or entity, engaged in any ac-
tivity not authorized pursuant to this section
if—
‘‘(i) the shares, assets, or ownership
interests are not acquired or held by a de-
pository institution;
‘‘(ii) such shares, assets, or ownership
interests are acquired and held by an affil-
iate of the bank holding company that is a
registered broker or dealer that is engaged
in securities underwriting activities, or an
affiliate of such broker or dealer, as part
of a bona fide underwriting or investment
banking activity, including investment ac-
tivities engaged in for the purpose of ap-
preciation and ultimate resale or disposi-
tion of the investment;
‘‘(iii) such shares, assets, or owner-
ship interests are held only for such a pe-
riod of time as will permit the sale or dis-
position thereof on a reasonable basis con-
sistent with the nature of the activities de-
scribed in clause (ii); and
‘‘(iv) during the period such shares,
assets, or ownership interests are held, the
bank holding company does not actively
participate in the day to day management
or operation of such company or entity, ex-
cept insofar as necessary to achieve the ob-
jectives of clause (ii).
‘‘(I) Directly or indirectly acquiring or con-
trolling, whether as principal, on behalf of one
or more entities (including entities, other than
a depository institution or subsidiary of a de-
pository institution, that the bank holding com-
pany controls) or otherwise, shares, assets, or
ownership interests (including without limita-
tion debt or equity securities, partnership inter-
ests, trust certificates or other instruments rep-
resenting ownership) of a company or other en-
tity, whether or not constituting control of such
company or entity, engaged in any activity not
authorized pursuant to this section if—
‘‘(i) the shares, assets, or ownership
interests are not acquired or held by a de-
pository institution or a subsidiary of a de-
pository institution;
‘‘(ii) such shares, assets, or ownership
interests are acquired and held by an in-
surance company that is predominantly en-
gaged in underwriting life, accident and
health, or property and casualty insurance
(other than credit-related insurance) or
providing and issuing annuities;
‘‘(iii) such shares, assets, or owner-
ship interests represent an investment
made in the ordinary course of business of
such insurance company in accordance
with relevant State law governing such in-
vestments; and
‘‘(iv) during the period such shares,
assets, or ownership interests are held, the
bank holding company does not directly or
indirectly participate in the day-to-day
management or operation of the company
or entity except insofar as necessary to
achieve the objectives of clauses (ii) and
(iii).
‘‘(4) AUTHORIZATION OF NEW FINANCIAL AC-
TIVITIES.—The Board shall, by regulation or order
and in accordance with paragraph (1)(B), define,
consistent with the purposes of this Act, the fol-
lowing activities as, and the extent to which such ac-
tivities are, financial in nature or incidental to ac-
tivities 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 that acquires any company, or com-
mences any activity, pursuant to this subsection
shall provide written notice to the Board de-
scribing the activity commenced or conducted
by the company acquired no later than 30 cal-
endar 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 com-
pany may commence any activity, or acquire
any company, pursuant to paragraph (3) or any
regulation 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 shall directly or indirectly acquire, and
no company that becomes a financial holding
company shall directly or indirectly acquire con-
trol of, any company in the United States, in-
cluding through merger, consolidation, or other
type of business combination, that—
‘‘(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 no-
tice to the Board, not later than 60 days prior
to such proposed acquisition or prior to becom-
ing a financial holding company, and during
that time period, 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 reten-
tion.
‘‘(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 com-
pliance with all applicable criteria set forth
in subsection (b) and the provisions of sub-
section (d);
‘‘(ii) whether the proposed combina-
tion represents an undue aggregation of
resources;
‘‘(iii) whether the proposed combina-
tion poses a risk to the deposit insurance
system;
‘‘(iv) whether the proposed combina-
tion poses a risk to State insurance guar-
anty funds;
‘‘(v) whether the proposed combina-
tion can reasonably be expected to be in
the best interests of depositors or policy-
holders of the respective entities;
‘‘(vi) whether the proposed trans-
action can reasonably be expected to fur-
ther the purposes of this Act and produce
benefits to the public; and
‘‘(vii) whether, and the extent to
which, the proposed combination poses an
undue risk to the stability of the financial
system in the United States.
‘‘(C) 
REQUIRED
INFORMATION.—The
Board may disapprove any prior notice filed
under this paragraph if the company submitting
such notice neglects, fails, or refuses to furnish
to the Board all relevant information required
by the Board.