H. R. 4173 
One Hundred Eleventh Congress 
of the 
United States of America 
AT THE SECOND SESSION 
Begun and held at the City of Washington on Tuesday, 
the fifth day of January, two thousand and ten 
An Act 
To promote the financial stability of the United States by improving accountability 
and transparency in the financial system, to end ‘‘too big to fail’’, to protect 
the American taxpayer by ending bailouts, to protect consumers from abusive 
financial services practices, and for other purposes. 
Be it enacted by the Senate and House of Representatives of 
the United States of America in Congress assembled, 
SECTION 1. SHORT TITLE; TABLE OF CONTENTS. 
(a) SHORT TITLE.—This Act may be cited as the ‘‘Dodd-Frank 
Wall Street Reform and Consumer Protection Act’’. 
(b) TABLE OF CONTENTS.—The table of contents for this Act 
is as follows: 
Sec. 1. Short title; table of contents. 
Sec. 2. Definitions. 
Sec. 3. Severability. 
Sec. 4. Effective date. 
Sec. 5. Budgetary effects. 
Sec. 6. Antitrust savings clause. 
TITLE I—FINANCIAL STABILITY 
Sec. 101. Short title. 
Sec. 102. Definitions. 
Subtitle A—Financial Stability Oversight Council 
Sec. 111. Financial Stability Oversight Council established. 
Sec. 112. Council authority. 
Sec. 113. Authority to require supervision and regulation of certain nonbank finan-
cial companies. 
Sec. 114. Registration of nonbank financial companies supervised by the Board of 
Governors. 
Sec. 115. Enhanced supervision and prudential standards for nonbank financial 
companies supervised by the Board of Governors and certain bank hold-
ing companies. 
Sec. 116. Reports. 
Sec. 117. Treatment of certain companies that cease to be bank holding companies. 
Sec. 118. Council funding. 
Sec. 119. Resolution of supervisory jurisdictional disputes among member agencies. 
Sec. 120. Additional standards applicable to activities or practices for financial sta-
bility purposes. 
Sec. 121. Mitigation of risks to financial stability. 
Sec. 122. GAO Audit of Council. 
Sec. 123. Study of the effects of size and complexity of financial institutions on cap-
ital market efficiency and economic growth. 
Subtitle B—Office of Financial Research 
Sec. 151. Definitions. 
Sec. 152. Office of Financial Research established. 
Sec. 153. Purpose and duties of the Office. 
Sec. 154. Organizational structure; responsibilities of primary programmatic units. 
Sec. 155. Funding. 
Sec. 156. Transition oversight.
H. R. 4173—2 
Subtitle C—Additional Board of Governors Authority for Certain Nonbank Financial 
Companies and Bank Holding Companies 
Sec. 161. Reports by and examinations of nonbank financial companies by the 
Board of Governors. 
Sec. 162. Enforcement. 
Sec. 163. Acquisitions. 
Sec. 164. Prohibition against management interlocks between certain financial 
companies. 
Sec. 165. Enhanced supervision and prudential standards for nonbank financial 
companies supervised by the Board of Governors and certain bank hold-
ing companies. 
Sec. 166. Early remediation requirements. 
Sec. 167. Affiliations. 
Sec. 168. Regulations. 
Sec. 169. Avoiding duplication. 
Sec. 170. Safe harbor. 
Sec. 171. Leverage and risk-based capital requirements. 
Sec. 172. Examination and enforcement actions for insurance and orderly liquida-
tion purposes. 
Sec. 173. Access to United States financial market by foreign institutions. 
Sec. 174. Studies and reports on holding company capital requirements. 
Sec. 175. International policy coordination. 
Sec. 176. Rule of construction. 
TITLE II—ORDERLY LIQUIDATION AUTHORITY 
Sec. 201. Definitions. 
Sec. 202. Judicial review. 
Sec. 203. Systemic risk determination. 
Sec. 204. Orderly liquidation of covered financial companies. 
Sec. 205. Orderly liquidation of covered brokers and dealers. 
Sec. 206. Mandatory terms and conditions for all orderly liquidation actions. 
Sec. 207. Directors not liable for acquiescing in appointment of receiver. 
Sec. 208. Dismissal and exclusion of other actions. 
Sec. 209. Rulemaking; non-conflicting law. 
Sec. 210. Powers and duties of the Corporation. 
Sec. 211. Miscellaneous provisions. 
Sec. 212. Prohibition of circumvention and prevention of conflicts of interest. 
Sec. 213. Ban on certain activities by senior executives and directors. 
Sec. 214. Prohibition on taxpayer funding. 
Sec. 215. Study on secured creditor haircuts. 
Sec. 216. Study on bankruptcy process for financial and nonbank financial institu-
tions 
Sec. 217. Study on international coordination relating to bankruptcy process for 
nonbank financial institutions 
TITLE III—TRANSFER OF POWERS TO THE COMPTROLLER OF THE 
CURRENCY, THE CORPORATION, AND THE BOARD OF GOVERNORS 
Sec. 300. Short title. 
Sec. 301. Purposes. 
Sec. 302. Definition. 
Subtitle A—Transfer of Powers and Duties 
Sec. 311. Transfer date. 
Sec. 312. Powers and duties transferred. 
Sec. 313. Abolishment. 
Sec. 314. Amendments to the Revised Statutes. 
Sec. 315. Federal information policy. 
Sec. 316. Savings provisions. 
Sec. 317. References in Federal law to Federal banking agencies. 
Sec. 318. Funding. 
Sec. 319. Contracting and leasing authority. 
Subtitle B—Transitional Provisions 
Sec. 321. Interim use of funds, personnel, and property of the Office of Thrift Su-
pervision. 
Sec. 322. Transfer of employees. 
Sec. 323. Property transferred. 
Sec. 324. Funds transferred. 
Sec. 325. Disposition of affairs. 
Sec. 326. Continuation of services.
H. R. 4173—3 
Sec. 327. Implementation plan and reports. 
Subtitle C—Federal Deposit Insurance Corporation 
Sec. 331. Deposit insurance reforms. 
Sec. 332. Elimination of procyclical assessments. 
Sec. 333. Enhanced access to information for deposit insurance purposes. 
Sec. 334. Transition reserve ratio requirements to reflect new assessment base. 
Sec. 335. Permanent increase in deposit and share insurance. 
Sec. 336. Management of the Federal Deposit Insurance Corporation. 
Subtitle D—Other Matters 
Sec. 341. Branching. 
Sec. 342. Office of Minority and Women Inclusion. 
Sec. 343. Insurance of transaction accounts. 
Subtitle E—Technical and Conforming Amendments 
Sec. 351. Effective date. 
Sec. 352. Balanced Budget and Emergency Deficit Control Act of 1985. 
Sec. 353. Bank Enterprise Act of 1991. 
Sec. 354. Bank Holding Company Act of 1956. 
Sec. 355. Bank Holding Company Act Amendments of 1970. 
Sec. 356. Bank Protection Act of 1968. 
Sec. 357. Bank Service Company Act. 
Sec. 358. Community Reinvestment Act of 1977. 
Sec. 359. Crime Control Act of 1990. 
Sec. 360. Depository Institution Management Interlocks Act. 
Sec. 361. Emergency Homeowners’ Relief Act. 
Sec. 362. Federal Credit Union Act. 
Sec. 363. Federal Deposit Insurance Act. 
Sec. 364. Federal Home Loan Bank Act. 
Sec. 365. Federal Housing Enterprises Financial Safety and Soundness Act of 1992. 
Sec. 366. Federal Reserve Act. 
Sec. 367. Financial Institutions Reform, Recovery, and Enforcement Act of 1989. 
Sec. 368. Flood Disaster Protection Act of 1973. 
Sec. 369. Home Owners’ Loan Act. 
Sec. 370. Housing Act of 1948. 
Sec. 371. Housing and Community Development Act of 1992. 
Sec. 372. Housing and Urban-Rural Recovery Act of 1983. 
Sec. 373. National Housing Act. 
Sec. 374. Neighborhood Reinvestment Corporation Act. 
Sec. 375. Public Law 93–100. 
Sec. 376. Securities Exchange Act of 1934. 
Sec. 377. Title 18, United States Code. 
Sec. 378. Title 31, United States Code. 
TITLE IV—REGULATION OF ADVISERS TO HEDGE FUNDS AND OTHERS 
Sec. 401. Short title. 
Sec. 402. Definitions. 
Sec. 403. Elimination of private adviser exemption; limited exemption for foreign 
private advisers; limited intrastate exemption. 
Sec. 404. Collection of systemic risk data; reports; examinations; disclosures. 
Sec. 405. Disclosure provision amendment. 
Sec. 406. Clarification of rulemaking authority. 
Sec. 407. Exemption of venture capital fund advisers. 
Sec. 408. Exemption of and record keeping by private equity fund advisers. 
Sec. 409. Family offices. 
Sec. 410. State and Federal responsibilities; asset threshold for Federal registration 
of investment advisers. 
Sec. 411. Custody of client assets. 
Sec. 412. Adjusting the accredited investor standard. 
Sec. 413. GAO study and report on accredited investors. 
Sec. 414. GAO study on self-regulatory organization for private funds. 
Sec. 415. Commission study and report on short selling. 
Sec. 416. Transition period. 
TITLE V—INSURANCE 
Subtitle A—Office of National Insurance 
Sec. 501. Short title. 
Sec. 502. Federal Insurance Office. 
Subtitle B—State-Based Insurance Reform 
Sec. 511. Short title.
H. R. 4173—4 
Sec. 512. Effective date. 
PART I—NONADMITTED INSURANCE 
Sec. 521. Reporting, payment, and allocation of premium taxes. 
Sec. 522. Regulation of nonadmitted insurance by insured’s home State. 
Sec. 523. Participation in national producer database. 
Sec. 524. Uniform standards for surplus lines eligibility. 
Sec. 525. Streamlined application for commercial purchasers. 
Sec. 526. GAO study of nonadmitted insurance market. 
Sec. 527. Definitions. 
PART II—REINSURANCE 
Sec. 531. Regulation of credit for reinsurance and reinsurance agreements. 
Sec. 532. Regulation of reinsurer solvency. 
Sec. 533. Definitions. 
PART III—RULE OF CONSTRUCTION 
Sec. 541. Rule of construction. 
Sec. 542. Severability. 
TITLE VI—IMPROVEMENTS TO REGULATION OF BANK AND SAVINGS 
ASSOCIATION HOLDING COMPANIES AND DEPOSITORY INSTITUTIONS 
Sec. 601. Short title. 
Sec. 602. Definition. 
Sec. 603. Moratorium and study on treatment of credit card banks, industrial loan 
companies, and certain other companies under the Bank Holding Com-
pany Act of 1956. 
Sec. 604. Reports and examinations of holding companies; regulation of functionally 
regulated subsidiaries. 
Sec. 605. Assuring consistent oversight of permissible activities of depository insti-
tution subsidiaries of holding companies. 
Sec. 606. Requirements for financial holding companies to remain well capitalized 
and well managed. 
Sec. 607. Standards for interstate acquisitions. 
Sec. 608. Enhancing existing restrictions on bank transactions with affiliates. 
Sec. 609. Eliminating exceptions for transactions with financial subsidiaries. 
Sec. 610. Lending limits applicable to credit exposure on derivative transactions, 
repurchase agreements, reverse repurchase agreements, and securities 
lending and borrowing transactions. 
Sec. 611. Consistent treatment of derivative transactions in lending limits. 
Sec. 612. Restriction on conversions of troubled banks. 
Sec. 613. De novo branching into States. 
Sec. 614. Lending limits to insiders. 
Sec. 615. Limitations on purchases of assets from insiders. 
Sec. 616. Regulations regarding capital levels. 
Sec. 617. Elimination of elective investment bank holding company framework. 
Sec. 618. Securities holding companies. 
Sec. 619. Prohibitions on proprietary trading and certain relationships with hedge 
funds and private equity funds. 
Sec. 620. Study of bank investment activities. 
Sec. 621. Conflicts of interest. 
Sec. 622. Concentration limits on large financial firms. 
Sec. 623. Interstate merger transactions. 
Sec. 624. Qualified thrift lenders. 
Sec. 625. Treatment of dividends by certain mutual holding companies. 
Sec. 626. Intermediate holding companies. 
Sec. 627. Interest-bearing transaction accounts authorized. 
Sec. 628. Credit card bank small business lending. 
TITLE VII—WALL STREET TRANSPARENCY AND ACCOUNTABILITY 
Sec. 701. Short title. 
Subtitle A—Regulation of Over-the-Counter Swaps Markets 
PART I—REGULATORY AUTHORITY 
Sec. 711. Definitions. 
Sec. 712. Review of regulatory authority. 
Sec. 713. Portfolio margining conforming changes. 
Sec. 714. Abusive swaps. 
Sec. 715. Authority to prohibit participation in swap activities.
H. R. 4173—5 
Sec. 716. Prohibition against Federal Government bailouts of swaps entities. 
Sec. 717. New product approval CFTC—SEC process. 
Sec. 718. Determining status of novel derivative products. 
Sec. 719. Studies. 
Sec. 720. Memorandum. 
PART II—REGULATION OF SWAP MARKETS 
Sec. 721. Definitions. 
Sec. 722. Jurisdiction. 
Sec. 723. Clearing. 
Sec. 724. Swaps; segregation and bankruptcy treatment. 
Sec. 725. Derivatives clearing organizations. 
Sec. 726. Rulemaking on conflict of interest. 
Sec. 727. Public reporting of swap transaction data. 
Sec. 728. Swap data repositories. 
Sec. 729. Reporting and recordkeeping. 
Sec. 730. Large swap trader reporting. 
Sec. 731. Registration and regulation of swap dealers and major swap participants. 
Sec. 732. Conflicts of interest. 
Sec. 733. Swap execution facilities. 
Sec. 734. Derivatives transaction execution facilities and exempt boards of trade. 
Sec. 735. Designated contract markets. 
Sec. 736. Margin. 
Sec. 737. Position limits. 
Sec. 738. Foreign boards of trade. 
Sec. 739. Legal certainty for swaps. 
Sec. 740. Multilateral clearing organizations. 
Sec. 741. Enforcement. 
Sec. 742. Retail commodity transactions. 
Sec. 743. Other authority. 
Sec. 744. Restitution remedies. 
Sec. 745. Enhanced compliance by registered entities. 
Sec. 746. Insider trading. 
Sec. 747. Antidisruptive practices authority. 
Sec. 748. Commodity whistleblower incentives and protection. 
Sec. 749. Conforming amendments. 
Sec. 750. Study on oversight of carbon markets. 
Sec. 751. Energy and environmental markets advisory committee. 
Sec. 752. International harmonization. 
Sec. 753. Anti-manipulation authority. 
Sec. 754. Effective date. 
Subtitle B—Regulation of Security-Based Swap Markets 
Sec. 761. Definitions under the Securities Exchange Act of 1934. 
Sec. 762. Repeal of prohibition on regulation of security-based swap agreements. 
Sec. 763. Amendments to the Securities Exchange Act of 1934. 
Sec. 764. Registration and regulation of security-based swap dealers and major se-
curity-based swap participants. 
Sec. 765. Rulemaking on conflict of interest. 
Sec. 766. Reporting and recordkeeping. 
Sec. 767. State gaming and bucket shop laws. 
Sec. 768. Amendments to the Securities Act of 1933; treatment of security-based 
swaps. 
Sec. 769. Definitions under the Investment Company Act of 1940. 
Sec. 770. Definitions under the Investment Advisers Act of 1940. 
Sec. 771. Other authority. 
Sec. 772. Jurisdiction. 
Sec. 773. Civil penalties. 
Sec. 774. Effective date. 
TITLE VIII—PAYMENT, CLEARING, AND SETTLEMENT SUPERVISION 
Sec. 801. Short title. 
Sec. 802. Findings and purposes. 
Sec. 803. Definitions. 
Sec. 804. Designation of systemic importance. 
Sec. 805. Standards for systemically important financial market utilities and pay-
ment, clearing, or settlement activities. 
Sec. 806. Operations of designated financial market utilities. 
Sec. 807. Examination of and enforcement actions against designated financial 
market utilities. 
Sec. 808. Examination of and enforcement actions against financial institutions 
subject to standards for designated activities.
H. R. 4173—6 
Sec. 809. Requests for information, reports, or records. 
Sec. 810. Rulemaking. 
Sec. 811. Other authority. 
Sec. 812. Consultation. 
Sec. 813. Common framework for designated clearing entity risk management. 
Sec. 814. Effective date. 
TITLE IX—INVESTOR PROTECTIONS AND IMPROVEMENTS TO THE 
REGULATION OF SECURITIES 
Sec. 901. Short title. 
Subtitle A—Increasing Investor Protection 
Sec. 911. Investor Advisory Committee established. 
Sec. 912. Clarification of authority of the Commission to engage in investor testing. 
Sec. 913. Study and rulemaking regarding obligations of brokers, dealers, and in-
vestment advisers. 
Sec. 914. Study on enhancing investment adviser examinations. 
Sec. 915. Office of the Investor Advocate. 
Sec. 916. Streamlining of filing procedures for self-regulatory organizations. 
Sec. 917. Study regarding financial literacy among investors. 
Sec. 918. Study regarding mutual fund advertising. 
Sec. 919. Clarification of Commission authority to require investor disclosures be-
fore purchase of investment products and services. 
Sec. 919A. Study on conflicts of interest. 
Sec. 919B. Study on improved investor access to information on investment advis-
ers and broker-dealers. 
Sec. 919C. Study on financial planners and the use of financial designations. 
Sec. 919D. Ombudsman. 
Subtitle B—Increasing Regulatory Enforcement and Remedies 
Sec. 921. Authority to restrict mandatory pre-dispute arbitration. 
Sec. 922. Whistleblower protection. 
Sec. 923. Conforming amendments for whistleblower protection. 
Sec. 924. Implementation and transition provisions for whistleblower protection. 
Sec. 925. Collateral bars. 
Sec. 926. Disqualifying felons and other ‘‘bad actors’’ from Regulation D offerings. 
Sec. 927. Equal treatment of self-regulatory organization rules. 
Sec. 928. Clarification that section 205 of the Investment Advisers Act of 1940 does 
not apply to State-registered advisers. 
Sec. 929. Unlawful margin lending. 
Sec. 929A. Protection for employees of subsidiaries and affiliates of publicly traded 
companies. 
Sec. 929B. Fair Fund amendments. 
Sec. 929C. Increasing the borrowing limit on Treasury loans. 
Sec. 929D. Lost and stolen securities. 
Sec. 929E. Nationwide service of subpoenas. 
Sec. 929F. Formerly associated persons. 
Sec. 929G. Streamlined hiring authority for market specialists. 
Sec. 929H. SIPC Reforms. 
Sec. 929I. Protecting confidentiality of materials submitted to the Commission. 
Sec. 929J. Expansion of audit information to be produced and exchanged. 
Sec. 929K. Sharing privileged information with other authorities. 
Sec. 929L. Enhanced application of antifraud provisions. 
Sec. 929M. Aiding and abetting authority under the Securities Act and the Invest-
ment Company Act. 
Sec. 929N. Authority to impose penalties for aiding and abetting violations of the 
Investment Advisers Act. 
Sec. 929O. Aiding and abetting standard of knowledge satisfied by recklessness. 
Sec. 929P. Strengthening enforcement by the Commission. 
Sec. 929Q. Revision to recordkeeping rule. 
Sec. 929R. Beneficial ownership and short-swing profit reporting. 
Sec. 929S. Fingerprinting. 
Sec. 929T. Equal treatment of self-regulatory organization rules. 
Sec. 929U. Deadline for completing examinations, inspections and enforcement ac-
tions. 
Sec. 929V. Security Investor Protection Act amendments. 
Sec. 929W. Notice to missing security holders. 
Sec. 929X. Short sale reforms. 
Sec. 929Y. Study on extraterritorial private rights of action. 
Sec. 929Z. GAO study on securities litigation. 
Subtitle C—Improvements to the Regulation of Credit Rating Agencies 
Sec. 931. Findings.
H. R. 4173—7 
Sec. 932. Enhanced regulation, accountability, and transparency of nationally rec-
ognized statistical rating organizations. 
Sec. 933. State of mind in private actions. 
Sec. 934. Referring tips to law enforcement or regulatory authorities. 
Sec. 935. Consideration of information from sources other than the issuer in rating 
decisions. 
Sec. 936. Qualification standards for credit rating analysts. 
Sec. 937. Timing of regulations. 
Sec. 938. Universal ratings symbols. 
Sec. 939. Removal of statutory references to credit ratings. 
Sec. 939A. Review of reliance on ratings. 
Sec. 939B. Elimination of exemption from fair disclosure rule. 
Sec. 939C. Securities and Exchange Commission study on strengthening credit rat-
ing agency independence. 
Sec. 939D. Government Accountability Office study on alternative business models. 
Sec. 939E. Government Accountability Office study on the creation of an inde-
pendent professional analyst organization. 
Sec. 939F. Study and rulemaking on assigned credit ratings. 
Sec. 939G. Effect of Rule 436(g). 
Sec. 939H. Sense of Congress. 
Subtitle D—Improvements to the Asset-Backed Securitization Process 
Sec. 941. Regulation of credit risk retention. 
Sec. 942. Disclosures and reporting for asset-backed securities. 
Sec. 943. Representations and warranties in asset-backed offerings. 
Sec. 944. Exempted transactions under the Securities Act of 1933. 
Sec. 945. Due diligence analysis and disclosure in asset-backed securities issues. 
Sec. 946. Study on the macroeconomic effects of risk retention requirements. 
Subtitle E—Accountability and Executive Compensation 
Sec. 951. Shareholder vote on executive compensation disclosures. 
Sec. 952. Compensation committee independence. 
Sec. 953. Executive compensation disclosures. 
Sec. 954. Recovery of erroneously awarded compensation. 
Sec. 955. Disclosure regarding employee and director hedging. 
Sec. 956. Enhanced compensation structure reporting. 
Sec. 957. Voting by brokers. 
Subtitle F—Improvements to the Management of the Securities and Exchange 
Commission 
Sec. 961. Report and certification of internal supervisory controls. 
Sec. 962. Triennial report on personnel management. 
Sec. 963. Annual financial controls audit. 
Sec. 964. Report on oversight of national securities associations. 
Sec. 965. Compliance examiners. 
Sec. 966. Suggestion program for employees of the Commission. 
Sec. 967. Commission organizational study and reform. 
Sec. 968. Study on SEC revolving door. 
Subtitle G—Strengthening Corporate Governance 
Sec. 971. Proxy access. 
Sec. 972. Disclosures regarding chairman and CEO structures. 
Subtitle H—Municipal Securities 
Sec. 975. Regulation of municipal securities and changes to the board of the MSRB. 
Sec. 976. Government Accountability Office study of increased disclosure to inves-
tors. 
Sec. 977. Government Accountability Office study on the municipal securities mar-
kets. 
Sec. 978. Funding for Governmental Accounting Standards Board. 
Sec. 979. Commission Office of Municipal Securities. 
Subtitle I—Public Company Accounting Oversight Board, Portfolio Margining, and 
Other Matters 
Sec. 981. Authority to share certain information with foreign authorities. 
Sec. 982. Oversight of brokers and dealers. 
Sec. 983. Portfolio margining. 
Sec. 984. Loan or borrowing of securities. 
Sec. 985. Technical corrections to Federal securities laws. 
Sec. 986. Conforming amendments relating to repeal of the Public Utility Holding 
Company Act of 1935.
H. R. 4173—8 
Sec. 987. Amendment to definition of material loss and nonmaterial losses to the 
Deposit Insurance Fund for purposes of Inspector General reviews. 
Sec. 988. Amendment to definition of material loss and nonmaterial losses to the 
National Credit Union Share Insurance Fund for purposes of Inspector 
General reviews. 
Sec. 989. Government Accountability Office study on proprietary trading. 
Sec. 989A. Senior investor protections. 
Sec. 989B. Designated Federal entity inspectors general independence. 
Sec. 989C. Strengthening Inspector General accountability. 
Sec. 989D. Removal of Inspectors General of designated Federal entities. 
Sec. 989E. Additional oversight of financial regulatory system. 
Sec. 989F. GAO study of person to person lending. 
Sec. 989G. Exemption for nonaccelerated filers. 
Sec. 989H. Corrective responses by heads of certain establishments to deficiencies 
identified by Inspectors General. 
Sec. 989I. GAO study regarding exemption for smaller issuers. 
Sec. 989J. Further promoting the adoption of the NAIC Model Regulations that en-
hance protection of seniors and other consumers. 
Subtitle J—Securities and Exchange Commission Match Funding 
Sec. 991. Securities and Exchange Commission match funding. 
TITLE X—BUREAU OF CONSUMER FINANCIAL PROTECTION 
Sec. 1001. Short title. 
Sec. 1002. Definitions. 
Subtitle A—Bureau of Consumer Financial Protection 
Sec. 1011. Establishment of the Bureau of Consumer Financial Protection. 
Sec. 1012. Executive and administrative powers. 
Sec. 1013. Administration. 
Sec. 1014. Consumer Advisory Board. 
Sec. 1015. Coordination. 
Sec. 1016. Appearances before and reports to Congress. 
Sec. 1017. Funding; penalties and fines. 
Sec. 1018. Effective date. 
Subtitle B—General Powers of the Bureau 
Sec. 1021. Purpose, objectives, and functions. 
Sec. 1022. Rulemaking authority. 
Sec. 1023. Review of Bureau regulations. 
Sec. 1024. Supervision of nondepository covered persons. 
Sec. 1025. Supervision of very large banks, savings associations, and credit unions. 
Sec. 1026. Other banks, savings associations, and credit unions. 
Sec. 1027. Limitations on authorities of the Bureau; preservation of authorities. 
Sec. 1028. Authority to restrict mandatory pre-dispute arbitration. 
Sec. 1029. Exclusion for auto dealers. 
Sec. 1029A. Effective date. 
Subtitle C—Specific Bureau Authorities 
Sec. 1031. Prohibiting unfair, deceptive, or abusive acts or practices. 
Sec. 1032. Disclosures. 
Sec. 1033. Consumer rights to access information. 
Sec. 1034. Response to consumer complaints and inquiries. 
Sec. 1035. Private education loan ombudsman. 
Sec. 1036. Prohibited acts. 
Sec. 1037. Effective date. 
Subtitle D—Preservation of State Law 
Sec. 1041. Relation to State law. 
Sec. 1042. Preservation of enforcement powers of States. 
Sec. 1043. Preservation of existing contracts. 
Sec. 1044. State law preemption standards for national banks and subsidiaries 
clarified. 
Sec. 1045. Clarification of law applicable to nondepository institution subsidiaries. 
Sec. 1046. State law preemption standards for Federal savings associations and 
subsidiaries clarified. 
Sec. 1047. Visitorial standards for national banks and savings associations. 
Sec. 1048. Effective date. 
Subtitle E—Enforcement Powers 
Sec. 1051. Definitions.
H. R. 4173—9 
Sec. 1052. Investigations and administrative discovery. 
Sec. 1053. Hearings and adjudication proceedings. 
Sec. 1054. Litigation authority. 
Sec. 1055. Relief available. 
Sec. 1056. Referrals for criminal proceedings. 
Sec. 1057. Employee protection. 
Sec. 1058. Effective date. 
Subtitle F—Transfer of Functions and Personnel; Transitional Provisions 
Sec. 1061. Transfer of consumer financial protection functions. 
Sec. 1062. Designated transfer date. 
Sec. 1063. Savings provisions. 
Sec. 1064. Transfer of certain personnel. 
Sec. 1065. Incidental transfers. 
Sec. 1066. Interim authority of the Secretary. 
Sec. 1067. Transition oversight. 
Subtitle G—Regulatory Improvements 
Sec. 1071. Small business data collection. 
Sec. 1072. Assistance for economically vulnerable individuals and families. 
Sec. 1073. Remittance transfers. 
Sec. 1074. Department of the Treasury study on ending the conservatorship of 
Fannie Mae, Freddie Mac, and reforming the housing finance system. 
Sec. 1075. Reasonable fees and rules for payment card transactions. 
Sec. 1076. Reverse mortgage study and regulations. 
Sec. 1077. Report on private education loans and private educational lenders. 
Sec. 1078. Study and report on credit scores. 
Sec. 1079. Review, report, and program with respect to exchange facilitators. 
Sec. 1079A. Financial fraud provisions. 
Subtitle H—Conforming Amendments 
Sec. 1081. Amendments to the Inspector General Act. 
Sec. 1082. Amendments to the Privacy Act of 1974. 
Sec. 1083. Amendments to the Alternative Mortgage Transaction Parity Act of 
1982. 
Sec. 1084. Amendments to the Electronic Fund Transfer Act. 
Sec. 1085. Amendments to the Equal Credit Opportunity Act. 
Sec. 1086. Amendments to the Expedited Funds Availability Act. 
Sec. 1087. Amendments to the Fair Credit Billing Act. 
Sec. 1088. Amendments to the Fair Credit Reporting Act and the Fair and Accu-
rate Credit Transactions Act of 2003. 
Sec. 1089. Amendments to the Fair Debt Collection Practices Act. 
Sec. 1090. Amendments to the Federal Deposit Insurance Act. 
Sec. 1091. Amendment to Federal Financial Institutions Examination Council Act 
of 1978. 
Sec. 1092. Amendments to the Federal Trade Commission Act. 
Sec. 1093. Amendments to the Gramm-Leach-Bliley Act. 
Sec. 1094. Amendments to the Home Mortgage Disclosure Act of 1975. 
Sec. 1095. Amendments to the Homeowners Protection Act of 1998. 
Sec. 1096. Amendments to the Home Ownership and Equity Protection Act of 1994. 
Sec. 1097. Amendments to the Omnibus Appropriations Act, 2009. 
Sec. 1098. Amendments to the Real Estate Settlement Procedures Act of 1974. 
Sec. 1098A. Amendments to the Interstate Land Sales Full Disclosure Act. 
Sec. 1099. Amendments to the Right to Financial Privacy Act of 1978. 
Sec. 1100. Amendments to the Secure and Fair Enforcement for Mortgage Licens-
ing Act of 2008. 
Sec. 1100A. Amendments to the Truth in Lending Act. 
Sec. 1100B. Amendments to the Truth in Savings Act. 
Sec. 1100C. Amendments to the Telemarketing and Consumer Fraud and Abuse 
Prevention Act. 
Sec. 1100D. Amendments to the Paperwork Reduction Act. 
Sec. 1100E. Adjustments for inflation in the Truth in Lending Act. 
Sec. 1100F. Use of consumer reports. 
Sec. 1100G. Small business fairness and regulatory transparency. 
Sec. 1100H. Effective date. 
TITLE XI—FEDERAL RESERVE SYSTEM PROVISIONS 
Sec. 1101. Federal Reserve Act amendments on emergency lending authority. 
Sec. 1102. Reviews of special Federal reserve credit facilities. 
Sec. 1103. Public access to information. 
Sec. 1104. Liquidity event determination.
H. R. 4173—10 
Sec. 1105. Emergency financial stabilization. 
Sec. 1106. Additional related amendments. 
Sec. 1107. Federal Reserve Act amendments on Federal reserve bank governance. 
Sec. 1108. Federal Reserve Act amendments on supervision and regulation policy. 
Sec. 1109. GAO audit of the Federal Reserve facilities; publication of Board actions. 
TITLE XII—IMPROVING ACCESS TO MAINSTREAM FINANCIAL 
INSTITUTIONS 
Sec. 1201. Short title. 
Sec. 1202. Purpose. 
Sec. 1203. Definitions. 
Sec. 1204. Expanded access to mainstream financial institutions. 
Sec. 1205. Low-cost alternatives to payday loans. 
Sec. 1206. Grants to establish loan-loss reserve funds. 
Sec. 1207. Procedural provisions. 
Sec. 1208. Authorization of appropriations. 
Sec. 1209. Regulations. 
Sec. 1210. Evaluation and reports to Congress. 
TITLE XIII—PAY IT BACK ACT 
Sec. 1301. Short title. 
Sec. 1302. Amendment to reduce TARP authorization. 
Sec. 1303. Report. 
Sec. 1304. Amendments to Housing and Economic Recovery Act of 2008. 
Sec. 1305. Federal Housing Finance Agency report. 
Sec. 1306. Repayment of unobligated ARRA funds. 
TITLE XIV—MORTGAGE REFORM AND ANTI-PREDATORY LENDING ACT 
Sec. 1400. Short title; designation as enumerated consumer law. 
Subtitle A—Residential Mortgage Loan Origination Standards 
Sec. 1401. Definitions. 
Sec. 1402. Residential mortgage loan origination. 
Sec. 1403. Prohibition on steering incentives. 
Sec. 1404. Liability. 
Sec. 1405. Regulations. 
Sec. 1406. Study of shared appreciation mortgages. 
Subtitle B—Minimum Standards For Mortgages 
Sec. 1411. Ability to repay. 
Sec. 1412. Safe harbor and rebuttable presumption. 
Sec. 1413. Defense to foreclosure. 
Sec. 1414. Additional standards and requirements. 
Sec. 1415. Rule of construction. 
Sec. 1416. Amendments to civil liability provisions. 
Sec. 1417. Lender rights in the context of borrower deception. 
Sec. 1418. Six-month notice required before reset of hybrid adjustable rate mort-
gages. 
Sec. 1419. Required disclosures. 
Sec. 1420. Disclosures required in monthly statements for residential mortgage 
loans. 
Sec. 1421. Report by the GAO. 
Sec. 1422. State attorney general enforcement authority. 
Subtitle C—High-Cost Mortgages 
Sec. 1431. Definitions relating to high-cost mortgages. 
Sec. 1432. Amendments to existing requirements for certain mortgages. 
Sec. 1433. Additional requirements for certain mortgages. 
Subtitle D—Office of Housing Counseling 
Sec. 1441. Short title. 
Sec. 1442. Establishment of Office of Housing Counseling. 
Sec. 1443. Counseling procedures. 
Sec. 1444. Grants for housing counseling assistance. 
Sec. 1445. Requirements to use HUD-certified counselors under HUD programs. 
Sec. 1446. Study of defaults and foreclosures. 
Sec. 1447. Default and foreclosure database. 
Sec. 1448. Definitions for counseling-related programs. 
Sec. 1449. Accountability and transparency for grant recipients. 
Sec. 1450. Updating and simplification of mortgage information booklet.
H. R. 4173—11 
Sec. 1451. Home inspection counseling. 
Sec. 1452. Warnings to homeowners of foreclosure rescue scams. 
Subtitle E—Mortgage Servicing 
Sec. 1461. Escrow and impound accounts relating to certain consumer credit trans-
actions. 
Sec. 1462. Disclosure notice required for consumers who waive escrow services. 
Sec. 1463. Real Estate Settlement Procedures Act of 1974 amendments. 
Sec. 1464. Truth in Lending Act amendments. 
Sec. 1465. Escrows included in repayment analysis. 
Subtitle F—Appraisal Activities 
Sec. 1471. Property appraisal requirements. 
Sec. 1472. Appraisal independence requirements. 
Sec. 1473. Amendments relating to Appraisal Subcommittee of FFIEC, Appraiser 
Independence Monitoring, Approved Appraiser Education, Appraisal 
Management Companies, Appraiser Complaint Hotline, Automated 
Valuation Models, and Broker Price Opinions. 
Sec. 1474. Equal Credit Opportunity Act amendment. 
Sec. 1475. Real Estate Settlement Procedures Act of 1974 amendment relating to 
certain appraisal fees. 
Sec. 1476. GAO study on the effectiveness and impact of various appraisal meth-
ods, valuation models and distributions channels, and on the Home 
Valuation Code of conduct and the Appraisal Subcommittee. 
Subtitle G—Mortgage Resolution and Modification 
Sec. 1481. Multifamily mortgage resolution program. 
Sec. 1482. Home Affordable Modification Program guidelines. 
Sec. 1483. Public availability of information of Making Home Affordable Program. 
Sec. 1484. Protecting tenants at foreclosure extension and clarification. 
Subtitle H—Miscellaneous Provisions 
Sec. 1491. Sense of Congress regarding the importance of government-sponsored 
enterprises reform to enhance the protection, limitation, and regulation 
of the terms of residential mortgage credit. 
Sec. 1492. GAO study report on government efforts to combat mortgage foreclosure 
rescue scams and loan modification fraud. 
Sec. 1493. Reporting of mortgage data by State. 
Sec. 1494. Study of effect of drywall presence on foreclosures. 
Sec. 1495. Definition. 
Sec. 1496. Emergency mortgage relief. 
Sec. 1497. Additional assistance for Neighborhood Stabilization Program. 
Sec. 1498. Legal assistance for foreclosure-related issues. 
TITLE XV—MISCELLANEOUS PROVISIONS 
Sec. 1501. Restrictions on use of United States funds for foreign governments; pro-
tection of American taxpayers. 
Sec. 1502. Conflict minerals. 
Sec. 1503. Reporting requirements regarding coal or other mine safety. 
Sec. 1504. Disclosure of payments by resource extraction issuers. 
Sec. 1505. Study by the Comptroller General. 
Sec. 1506. Study on core deposits and brokered deposits. 
TITLE XVI—SECTION 1256 CONTRACTS 
Sec. 1601. Certain swaps, etc., not treated as section 1256 contracts. 
SEC. 2. DEFINITIONS. 
As used in this Act, the following definitions shall apply, except 
as the context otherwise requires or as otherwise specifically pro-
vided in this Act: 
(1) AFFILIATE.—The term ‘‘affiliate’’ has the same meaning 
as in section 3 of the Federal Deposit Insurance Act (12 U.S.C. 
1813). 
(2) APPROPRIATE FEDERAL BANKING AGENCY.—On and after 
the transfer date, the term ‘‘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)), as amended by 
title III.
H. R. 4173—12 
(3) BOARD OF GOVERNORS.—The term ‘‘Board of Governors’’ 
means the Board of Governors of the Federal Reserve System. 
(4) BUREAU.—The term ‘‘Bureau’’ means the Bureau of 
Consumer Financial Protection established under title X. 
(5) COMMISSION.—The term ‘‘Commission’’ means the Secu-
rities and Exchange Commission, except in the context of the 
Commodity Futures Trading Commission. 
(6) COMMODITY
FUTURES
TERMS.—The terms ‘‘futures 
commission merchant’’, ‘‘swap’’, ‘‘swap dealer’’, ‘‘swap execution 
facility’’, ‘‘derivatives clearing organization’’, ‘‘board of trade’’, 
‘‘commodity trading advisor’’, ‘‘commodity pool’’, and ‘‘commodity 
pool operator’’ have the same meanings as given the terms 
in section 1a of the Commodity Exchange Act (7 U.S.C. 1 
et seq.). 
(7) CORPORATION.—The term ‘‘Corporation’’ means the Fed-
eral Deposit Insurance Corporation. 
(8) COUNCIL.—The term ‘‘Council’’ means the Financial Sta-
bility Oversight Council established under title I. 
(9) CREDIT UNION.—The term ‘‘credit union’’ means a Fed-
eral credit union, State credit union, or State-chartered credit 
union, as those terms are defined in section 101 of the Federal 
Credit Union Act (12 U.S.C. 1752). 
(10) FEDERAL BANKING AGENCY.—The term— 
(A) ‘‘Federal banking agency’’ means, individually, the 
Board of Governors, the Office of the Comptroller of the 
Currency, and the Corporation; and 
(B) ‘‘Federal banking agencies’’ means all of the agen-
cies referred to in subparagraph (A), collectively. 
(11) FUNCTIONALLY
REGULATED
SUBSIDIARY.—The term 
‘‘functionally regulated subsidiary’’ has the same meaning as 
in section 5(c)(5) of the Bank Holding Company Act of 1956 
(12 U.S.C. 1844(c)(5)). 
(12) PRIMARY FINANCIAL REGULATORY AGENCY.—The term 
‘‘primary financial regulatory agency’’ means— 
(A) the appropriate Federal banking agency, with 
respect to institutions described in section 3(q) of the Fed-
eral Deposit Insurance Act, except to the extent that an 
institution is or the activities of an institution are otherwise 
described in subparagraph (B), (C), (D), or (E); 
(B) the Securities and Exchange Commission, with 
respect to— 
(i) any broker or dealer that is registered with 
the Commission under the Securities Exchange Act 
of 1934, with respect to the activities of the broker 
or dealer that require the broker or dealer to be reg-
istered under that Act; 
(ii) any investment company that is registered with 
the Commission under the Investment Company Act 
of 1940, with respect to the activities of the investment 
company that require the investment company to be 
registered under that Act; 
(iii) any investment adviser that is registered with 
the Commission under the Investment Advisers Act 
of 1940, with respect to the investment advisory activi-
ties of such company and activities that are incidental 
to such advisory activities;
H. R. 4173—13 
(iv) any clearing agency registered with the 
Commission under the Securities Exchange Act of 
1934, with respect to the activities of the clearing 
agency that require the agency to be registered under 
such Act; 
(v) any nationally recognized statistical rating 
organization registered with the Commission under the 
Securities Exchange Act of 1934; 
(vi) any transfer agent registered with the 
Commission under the Securities Exchange Act of 
1934; 
(vii) any exchange registered as a national securi-
ties exchange with the Commission under the Securi-
ties Exchange Act of 1934; 
(viii) any national securities association registered 
with the Commission under the Securities Exchange 
Act of 1934; 
(ix) any securities information processor registered 
with the Commission under the Securities Exchange 
Act of 1934; 
(x) the Municipal Securities Rulemaking Board 
established under the Securities Exchange Act of 1934; 
(xi) the Public Company Accounting Oversight 
Board established under the Sarbanes-Oxley Act of 
2002 (15 U.S.C. 7211 et seq.); 
(xii) the Securities Investor Protection Corporation 
established under the Securities Investor Protection 
Act of 1970 (15 U.S.C. 78aaa et seq.); and 
(xiii) any security-based swap execution facility, 
security-based swap data repository, security-based 
swap dealer or major security-based swap participant 
registered with the Commission under the Securities 
Exchange Act of 1934, with respect to the security- 
based swap activities of the person that require such 
person to be registered under such Act; 
(C) the Commodity Futures Trading Commission, with 
respect to— 
(i) any futures commission merchant registered 
with the Commodity Futures Trading Commission 
under the Commodity Exchange Act (7 U.S.C. 1 et 
seq.), with respect to the activities of the futures 
commission merchant that require the futures commis-
sion merchant to be registered under that Act; 
(ii) any commodity pool operator registered with 
the Commodity Futures Trading Commission under 
the Commodity Exchange Act (7 U.S.C. 1 et seq.), 
with respect to the activities of the commodity pool 
operator that require the commodity pool operator to 
be registered under that Act, or a commodity pool, 
as defined in that Act; 
(iii) any commodity trading advisor or introducing 
broker registered with the Commodity Futures Trading 
Commission under the Commodity Exchange Act (7 
U.S.C. 1 et seq.), with respect to the activities of the 
commodity trading advisor or introducing broker that 
require the commodity trading adviser or introducing 
broker to be registered under that Act;
H. R. 4173—14 
(iv) any derivatives clearing organization reg-
istered with the Commodity Futures Trading Commis-
sion under the Commodity Exchange Act (7 U.S.C. 
1 et seq.), with respect to the activities of the deriva-
tives clearing organization that require the derivatives 
clearing organization to be registered under that Act; 
(v) any board of trade designated as a contract 
market by the Commodity Futures Trading Commis-
sion under the Commodity Exchange Act (7 U.S.C. 
1 et seq.); 
(vi) any futures association registered with the 
Commodity Futures Trading Commission under the 
Commodity Exchange Act (7 U.S.C. 1 et seq.); 
(vii) any retail foreign exchange dealer registered 
with the Commodity Futures Trading Commission 
under the Commodity Exchange Act (7 U.S.C. 1 et 
seq.), with respect to the activities of the retail foreign 
exchange dealer that require the retail foreign 
exchange dealer to be registered under that Act; 
(viii) any swap execution facility, swap data reposi-
tory, swap dealer, or major swap participant registered 
with the Commodity Futures Trading Commission 
under the Commodity Exchange Act (7 U.S.C. 1 et 
seq.) with respect to the swap activities of the person 
that require such person to be registered under that 
Act; and 
(ix) any registered entity under the Commodity 
Exchange Act (7 U.S.C. 1 et seq.), with respect to 
the activities of the registered entity that require the 
registered entity to be registered under that Act; 
(D) the State insurance authority of the State in which 
an insurance company is domiciled, with respect to the 
insurance activities and activities that are incidental to 
such insurance activities of an insurance company that 
is subject to supervision by the State insurance authority 
under State insurance law; and 
(E) the Federal Housing Finance Agency, with respect 
to Federal Home Loan Banks or the Federal Home Loan 
Bank System, and with respect to the Federal National 
Mortgage Association or the Federal Home Loan Mortgage 
Corporation. 
(13) PRUDENTIAL STANDARDS.—The term ‘‘prudential stand-
ards’’ means enhanced supervision and regulatory standards 
developed by the Board of Governors under section 165. 
(14) SECRETARY.—The term ‘‘Secretary’’ means the Sec-
retary of the Treasury. 
(15) SECURITIES TERMS.—The— 
(A) terms ‘‘broker’’, ‘‘dealer’’, ‘‘issuer’’, ‘‘nationally recog-
nized statistical rating organization’’, ‘‘security’’, and ‘‘secu-
rities laws’’ have the same meanings as in section 3 of 
the Securities Exchange Act of 1934 (15 U.S.C. 78c); 
(B) term ‘‘investment adviser’’ has the same meaning 
as in section 202 of the Investment Advisers Act of 1940 
(15 U.S.C. 80b–2); and 
(C) term ‘‘investment company’’ has the same meaning 
as in section 3 of the Investment Company Act of 1940 
(15 U.S.C. 80a–3).
H. R. 4173—15 
(16) STATE.—The term ‘‘State’’ means any State, common-
wealth, territory, or possession of the United States, the District 
of Columbia, the Commonwealth of Puerto Rico, the Common-
wealth of the Northern Mariana Islands, American Samoa, 
Guam, or the United States Virgin Islands. 
(17) TRANSFER DATE.—The term ‘‘transfer date’’ means the 
date established under section 311. 
(18) OTHER INCORPORATED DEFINITIONS.— 
(A) FEDERAL
DEPOSIT
INSURANCE
ACT.—The terms 
‘‘bank’’, ‘‘bank holding company’’, ‘‘control’’, ‘‘deposit’’, 
‘‘depository institution’’, ‘‘Federal depository institution’’, 
‘‘Federal savings association’’, ‘‘foreign bank’’, ‘‘including’’, 
‘‘insured branch’’, ‘‘insured depository institution’’, ‘‘national 
member bank’’, ‘‘national nonmember bank’’, ‘‘savings 
association’’, ‘‘State bank’’, ‘‘State depository institution’’, 
‘‘State member bank’’, ‘‘State nonmember bank’’, ‘‘State 
savings association’’, and ‘‘subsidiary’’ have the same 
meanings as in section 3 of the Federal Deposit Insurance 
Act (12 U.S.C. 1813). 
(B) HOLDING COMPANIES.—The term— 
(i) ‘‘bank holding company’’ has the same meaning 
as in section 2 of the Bank Holding Company Act 
of 1956 (12 U.S.C. 1841); 
(ii) ‘‘financial holding company’’ has the same 
meaning as in section 2(p) of the Bank Holding Com-
pany Act of 1956 (12 U.S.C. 1841(p)); and 
(iii) ‘‘savings and loan holding company’’ has the 
same meaning as in section 10 of the Home Owners’ 
Loan Act (12 U.S.C. 1467a(a)). 
SEC. 3. SEVERABILITY. 
If any provision of this Act, an amendment made by this 
Act, or the application of such provision or amendment to any 
person or circumstance is held to be unconstitutional, the remainder 
of this Act, the amendments made by this Act, and the application 
of the provisions of such to any person or circumstance shall not 
be affected thereby. 
SEC. 4. EFFECTIVE DATE. 
Except as otherwise specifically provided in this Act or the 
amendments made by this Act, this Act and such amendments 
shall take effect 1 day after the date of enactment of this Act. 
SEC. 5. BUDGETARY EFFECTS. 
The budgetary effects of this Act, for the purpose of complying 
with the Statutory Pay-As-You-Go-Act of 2010, shall be determined 
by reference to the latest statement titled ‘‘Budgetary Effects of 
PAYGO Legislation’’ for this Act, jointly submitted for printing 
in the Congressional Record by the Chairmen of the House and 
Senate Budget Committees, provided that such statement has been 
submitted prior to the vote on passage in the House acting first 
on this conference report or amendment between the Houses. 
SEC. 6. ANTITRUST SAVINGS CLAUSE. 
Nothing in this Act, or any amendment made by this Act, 
shall be construed to modify, impair, or supersede the operation 
of any of the antitrust laws, unless otherwise specified. For purposes 
of this section, the term ‘‘antitrust laws’’ has the same meaning
H. R. 4173—16 
as in subsection (a) of the first section of the Clayton Act, except 
that such term includes section 5 of the Federal Trade Commission 
Act, to the extent that such section 5 applies to unfair methods 
of competition. 
TITLE I—FINANCIAL STABILITY 
SEC. 101. SHORT TITLE. 
This title may be cited as the ‘‘Financial Stability Act of 2010’’. 
SEC. 102. DEFINITIONS. 
(a) IN GENERAL.—For purposes of this title, unless the context 
otherwise requires, the following definitions shall apply: 
(1) BANK HOLDING COMPANY.—The term ‘‘bank holding com-
pany’’ has the same meaning as in section 2 of the Bank 
Holding Company Act of 1956 (12 U.S.C. 1841). A foreign 
bank or company that is treated as a bank holding company 
for purposes of the Bank Holding Company Act of 1956, pursu-
ant to section 8(a) of the International Banking Act of 1978 
(12 U.S.C. 3106(a)), shall be treated as a bank holding company 
for purposes of this title. 
(2) CHAIRPERSON.—The term ‘‘Chairperson’’ means the 
Chairperson of the Council. 
(3) MEMBER AGENCY.—The term ‘‘member agency’’ means 
an agency represented by a voting member of the Council. 
(4) NONBANK FINANCIAL COMPANY DEFINITIONS.— 
(A) FOREIGN NONBANK FINANCIAL COMPANY.—The term 
‘‘foreign nonbank financial company’’ means a company 
(other than a company that is, or is treated in the United 
States as, a bank holding company) that is— 
(i) incorporated or organized in a country other 
than the United States; and 
(ii) predominantly engaged in, including through 
a branch in the United States, financial activities, as 
defined in paragraph (6). 
(B) U.S. NONBANK
FINANCIAL
COMPANY.—The term 
‘‘U.S. nonbank financial company’’ means a company (other 
than a bank holding company, a Farm Credit System 
institution chartered and subject to the provisions of the 
Farm Credit Act of 1971 (12 U.S.C. 2001 et seq.), or a 
national securities exchange (or parent thereof), clearing 
agency (or parent thereof, unless the parent is a bank 
holding company), security-based swap execution facility, 
or security-based swap data repository registered with the 
Commission, or a board of trade designated as a contract 
market (or parent thereof), or a derivatives clearing 
organization (or parent thereof, unless the parent is a 
bank holding company), swap execution facility or a swap 
data repository registered with the Commodity Futures 
Trading Commission), that is— 
(i) incorporated or organized under the laws of 
the United States or any State; and 
(ii) predominantly engaged in financial activities, 
as defined in paragraph (6).
H. R. 4173—17 
(C) 
NONBANK
FINANCIAL
COMPANY.—The 
term 
‘‘nonbank financial company’’ means a U.S. nonbank finan-
cial company and a foreign nonbank financial company. 
(D) NONBANK FINANCIAL COMPANY SUPERVISED BY THE 
BOARD OF GOVERNORS.—The term ‘‘nonbank financial com-
pany supervised by the Board of Governors’’ means a 
nonbank financial company that the Council has deter-
mined under section 113 shall be supervised by the Board 
of Governors. 
(5) OFFICE OF FINANCIAL RESEARCH.—The term ‘‘Office of 
Financial Research’’ means the office established under section 
152. 
(6) PREDOMINANTLY
ENGAGED.—A company is ‘‘predomi-
nantly engaged in financial activities’’ if— 
(A) the annual gross revenues derived by the company 
and all of its subsidiaries from activities that are financial 
in nature (as defined in section 4(k) of the Bank Holding 
Company Act of 1956) and, if applicable, from the owner-
ship or control of one or more insured depository institu-
tions, represents 85 percent or more of the consolidated 
annual gross revenues of the company; or 
(B) the consolidated assets of the company and all 
of its subsidiaries related to activities that are financial 
in nature (as defined in section 4(k) of the Bank Holding 
Company Act of 1956) and, if applicable, related to the 
ownership or control of one or more insured depository 
institutions, represents 85 percent or more of the consoli-
dated assets of the company. 
(7) SIGNIFICANT
INSTITUTIONS.—The terms ‘‘significant 
nonbank financial company’’ and ‘‘significant bank holding com-
pany’’ have the meanings given those terms by rule of the 
Board of Governors, but in no instance shall the term ‘‘signifi-
cant nonbank financial company’’ include those entities that 
are excluded under paragraph (4)(B). 
(b) DEFINITIONAL CRITERIA.—The Board of Governors shall 
establish, by regulation, the requirements for determining if a com-
pany is predominantly engaged in financial activities, as defined 
in subsection (a)(6). 
(c) FOREIGN NONBANK FINANCIAL COMPANIES.—For purposes 
of the application of subtitles A and C (other than section 113(b)) 
with respect to a foreign nonbank financial company, references 
in this title to ‘‘company’’ or ‘‘subsidiary’’ include only the United 
States activities and subsidiaries of such foreign company, except 
as otherwise provided. 
Subtitle A—Financial Stability Oversight 
Council 
SEC. 111. FINANCIAL STABILITY OVERSIGHT COUNCIL ESTABLISHED. 
(a) ESTABLISHMENT.—Effective on the date of enactment of 
this Act, there is established the Financial Stability Oversight 
Council. 
(b) MEMBERSHIP.—The Council shall consist of the following 
members: 
(1) VOTING MEMBERS.—The voting members, who shall each 
have 1 vote on the Council shall be—
H. R. 4173—18 
(A) the Secretary of the Treasury, who shall serve 
as Chairperson of the Council; 
(B) the Chairman of the Board of Governors; 
(C) the Comptroller of the Currency; 
(D) the Director of the Bureau; 
(E) the Chairman of the Commission; 
(F) the Chairperson of the Corporation; 
(G) the Chairperson of the Commodity Futures Trading 
Commission; 
(H) the Director of the Federal Housing Finance 
Agency; 
(I) the Chairman of the National Credit Union 
Administration Board; and 
(J) an independent member appointed by the President, 
by and with the advice and consent of the Senate, having 
insurance expertise. 
(2) NONVOTING MEMBERS.—The nonvoting members, who 
shall serve in an advisory capacity as a nonvoting member 
of the Council, shall be— 
(A) the Director of the Office of Financial Research; 
(B) the Director of the Federal Insurance Office; 
(C) a State insurance commissioner, to be designated 
by a selection process determined by the State insurance 
commissioners; 
(D) a State banking supervisor, to be designated by 
a selection process determined by the State banking super-
visors; and 
(E) a State securities commissioner (or an officer per-
forming like functions), to be designated by a selection 
process determined by such State securities commissioners. 
(3) NONVOTING
MEMBER
PARTICIPATION.—The nonvoting 
members of the Council shall not be excluded from any of 
the proceedings, meetings, discussions, or deliberations of the 
Council, except that the Chairperson may, upon an affirmative 
vote of the member agencies, exclude the nonvoting members 
from any of the proceedings, meetings, discussions, or delibera-
tions of the Council when necessary to safeguard and promote 
the free exchange of confidential supervisory information. 
(c) TERMS; VACANCY.— 
(1) TERMS.—The independent member of the Council shall 
serve for a term of 6 years, and each nonvoting member 
described in subparagraphs (C), (D), and (E) of subsection (b)(2) 
shall serve for a term of 2 years. 
(2) VACANCY.—Any vacancy on the Council shall be filled 
in the manner in which the original appointment was made. 
(3) ACTING OFFICIALS MAY SERVE.—In the event of a vacancy 
in the office of the head of a member agency or department, 
and pending the appointment of a successor, or during the 
absence or disability of the head of a member agency or depart-
ment, the acting head of the member agency or department 
shall serve as a member of the Council in the place of that 
agency or department head. 
(d) TECHNICAL
AND PROFESSIONAL ADVISORY COMMITTEES.— 
The Council may appoint such special advisory, technical, or profes-
sional committees as may be useful in carrying out the functions 
of the Council, including an advisory committee consisting of State
H. R. 4173—19 
regulators, and the members of such committees may be members 
of the Council, or other persons, or both. 
(e) MEETINGS.— 
(1) TIMING.—The Council shall meet at the call of the 
Chairperson or a majority of the members then serving, but 
not less frequently than quarterly. 
(2) RULES FOR CONDUCTING BUSINESS.—The Council shall 
adopt such rules as may be necessary for the conduct of the 
business of the Council. Such rules shall be rules of agency 
organization, procedure, or practice for purposes of section 553 
of title 5, United States Code. 
(f) VOTING.—Unless otherwise specified, the Council shall make 
all decisions that it is authorized or required to make by a majority 
vote of the voting members then serving. 
(g) NONAPPLICABILITY OF FACA.—The Federal Advisory Com-
mittee Act (5 U.S.C. App.) shall not apply to the Council, or to 
any special advisory, technical, or professional committee appointed 
by the Council, except that, if an advisory, technical, or professional 
committee has one or more members who are not employees of 
or affiliated with the United States Government, the Council shall 
publish a list of the names of the members of such committee. 
(h) ASSISTANCE FROM FEDERAL AGENCIES.—Any department 
or agency of the United States may provide to the Council and 
any special advisory, technical, or professional committee appointed 
by the Council, such services, funds, facilities, staff, and other 
support services as the Council may determine advisable. 
(i) COMPENSATION OF MEMBERS.— 
(1) FEDERAL
EMPLOYEE
MEMBERS.—All members of the 
Council who are officers or employees of the United States 
shall serve without compensation in addition to that received 
for their services as officers or employees of the United States. 
(2) COMPENSATION
FOR
NON-FEDERAL
MEMBER.—Section 
5314 of title 5, United States Code, is amended by adding 
at the end the following: 
‘‘Independent Member of the Financial Stability Oversight 
Council (1).’’. 
(j) DETAIL OF GOVERNMENT EMPLOYEES.—Any employee of the 
Federal Government may be detailed to the Council without 
reimbursement, and such detail shall be without interruption or 
loss of civil service status or privilege. An employee of the Federal 
Government detailed to the Council shall report to and be subject 
to oversight by the Council during the assignment to the Council, 
and shall be compensated by the department or agency from which 
the employee was detailed. 
SEC. 112. COUNCIL AUTHORITY. 
(a) PURPOSES AND DUTIES OF THE COUNCIL.— 
(1) IN GENERAL.—The purposes of the Council are— 
(A) to identify risks to the financial stability of the 
United States that could arise from the material financial 
distress or failure, or ongoing activities, of large, inter-
connected bank holding companies or nonbank financial 
companies, or that could arise outside the financial services 
marketplace; 
(B) to promote market discipline, by eliminating 
expectations on the part of shareholders, creditors, and
H. R. 4173—20 
counterparties of such companies that the Government will 
shield them from losses in the event of failure; and 
(C) to respond to emerging threats to the stability 
of the United States financial system. 
(2) DUTIES.—The Council shall, in accordance with this 
title— 
(A) collect information from member agencies, other 
Federal and State financial regulatory agencies, the Fed-
eral Insurance Office and, if necessary to assess risks to 
the United States financial system, direct the Office of 
Financial Research to collect information from bank holding 
companies and nonbank financial companies; 
(B) provide direction to, and request data and analyses 
from, the Office of Financial Research to support the work 
of the Council; 
(C) monitor the financial services marketplace in order 
to identify potential threats to the financial stability of 
the United States; 
(D) to monitor domestic and international financial 
regulatory proposals and developments, including insur-
ance and accounting issues, and to advise Congress and 
make recommendations in such areas that will enhance 
the integrity, efficiency, competitiveness, and stability of 
the U.S. financial markets; 
(E) facilitate information sharing and coordination 
among the member agencies and other Federal and State 
agencies regarding domestic financial services policy 
development, rulemaking, examinations, reporting require-
ments, and enforcement actions; 
(F) recommend to the member agencies general super-
visory priorities and principles reflecting the outcome of 
discussions among the member agencies; 
(G) identify gaps in regulation that could pose risks 
to the financial stability of the United States; 
(H) require supervision by the Board of Governors 
for nonbank financial companies that may pose risks to 
the financial stability of the United States in the event 
of their material financial distress or failure, or because 
of their activities pursuant to section 113; 
(I) make recommendations to the Board of Governors 
concerning the establishment of heightened prudential 
standards for risk-based capital, leverage, liquidity, contin-
gent capital, resolution plans and credit exposure reports, 
concentration limits, enhanced public disclosures, and 
overall risk management for nonbank financial companies 
and large, interconnected bank holding companies super-
vised by the Board of Governors; 
(J) identify systemically important financial market 
utilities and payment, clearing, and settlement activities 
(as that term is defined in title VIII); 
(K) make recommendations to primary financial regu-
latory agencies to apply new or heightened standards and 
safeguards for financial activities or practices that could 
create or increase risks of significant liquidity, credit, or 
other problems spreading among bank holding companies, 
nonbank financial companies, and United States financial 
markets;
H. R. 4173—21 
(L) review and, as appropriate, may submit comments 
to the Commission and any standard-setting body with 
respect to an existing or proposed accounting principle, 
standard, or procedure; 
(M) provide a forum for— 
(i) discussion and analysis of emerging market 
developments and financial regulatory issues; and 
(ii) resolution of jurisdictional disputes among the 
members of the Council; and 
(N) annually report to and testify before Congress on— 
(i) the activities of the Council; 
(ii) significant financial market and regulatory 
developments, including insurance and accounting 
regulations and standards, along with an assessment 
of those developments on the stability of the financial 
system; 
(iii) potential emerging threats to the financial 
stability of the United States; 
(iv) all determinations made under section 113 
or title VIII, and the basis for such determinations; 
(v) all recommendations made under section 119 
and the result of such recommendations; and 
(vi) recommendations— 
(I) 
to 
enhance 
the 
integrity, 
efficiency, 
competitiveness, and stability of United States 
financial markets; 
(II) to promote market discipline; and 
(III) to maintain investor confidence. 
(b) STATEMENTS BY VOTING MEMBERS OF THE COUNCIL.—At 
the time at which each report is submitted under subsection (a), 
each voting member of the Council shall— 
(1) if such member believes that the Council, the Govern-
ment, and the private sector are taking all reasonable steps 
to ensure financial stability and to mitigate systemic risk that 
would negatively affect the economy, submit a signed statement 
to Congress stating such belief; or 
(2) if such member does not believe that all reasonable 
steps described under paragraph (1) are being taken, submit 
a signed statement to Congress stating what actions such 
member believes need to be taken in order to ensure that 
all reasonable steps described under paragraph (1) are taken. 
(c) TESTIMONY BY THE CHAIRPERSON.—The Chairperson shall 
appear before the Committee on Financial Services of the House 
of Representatives and the Committee on Banking, Housing, and 
Urban Affairs of the Senate at an annual hearing, after the report 
is submitted under subsection (a)— 
(1) to discuss the efforts, activities, objectives, and plans 
of the Council; and 
(2) to discuss and answer questions concerning such report. 
(d) AUTHORITY TO OBTAIN INFORMATION.— 
(1) IN
GENERAL.—The Council may receive, and may 
request the submission of, any data or information from the 
Office of Financial Research, member agencies, and the Federal 
Insurance Office, as necessary— 
(A) to monitor the financial services marketplace to 
identify potential risks to the financial stability of the 
United States; or
H. R. 4173—22 
(B) to otherwise carry out any of the provisions of 
this title. 
(2) SUBMISSIONS BY THE OFFICE AND MEMBER AGENCIES.— 
Notwithstanding any other provision of law, the Office of Finan-
cial Research, any member agency, and the Federal Insurance 
Office, are authorized to submit information to the Council. 
(3) FINANCIAL DATA COLLECTION.— 
(A) IN
GENERAL.—The Council, acting through the 
Office of Financial Research, may require the submission 
of periodic and other reports from any nonbank financial 
company or bank holding company for the purpose of 
assessing the extent to which a financial activity or finan-
cial market in which the nonbank financial company or 
bank holding company participates, or the nonbank finan-
cial company or bank holding company itself, poses a threat 
to the financial stability of the United States. 
(B) MITIGATION OF REPORT BURDEN.—Before requiring 
the submission of reports from any nonbank financial com-
pany or bank holding company that is regulated by a 
member agency or any primary financial regulatory agency, 
the Council, acting through the Office of Financial 
Research, shall coordinate with such agencies and shall, 
whenever possible, rely on information available from the 
Office of Financial Research or such agencies. 
(C) MITIGATION IN CASE OF FOREIGN FINANCIAL COMPA-
NIES.—Before requiring the submission of reports from a 
company that is a foreign nonbank financial company or 
foreign-based bank holding company, the Council shall, 
acting through the Office of Financial Research, to the 
extent appropriate, consult with the appropriate foreign 
regulator of such company and, whenever possible, rely 
on information already being collected by such foreign regu-
lator, with English translation. 
(4) BACK-UP EXAMINATION BY THE BOARD OF GOVERNORS.— 
If the Council is unable to determine whether the financial 
activities of a U.S. nonbank financial company pose a threat 
to the financial stability of the United States, based on informa-
tion or reports obtained under paragraphs (1) and (3), discus-
sions with management, and publicly available information, 
the Council may request the Board of Governors, and the 
Board of Governors is authorized, to conduct an examination 
of the U.S. nonbank financial company for the sole purpose 
of determining whether the nonbank financial company should 
be supervised by the Board of Governors for purposes of this 
title. 
(5) CONFIDENTIALITY.— 
(A) IN GENERAL.—The Council, the Office of Financial 
Research, and the other member agencies shall maintain 
the confidentiality of any data, information, and reports 
submitted under this title. 
(B) RETENTION OF PRIVILEGE.—The submission of any 
nonpublicly available data or information under this sub-
section and subtitle B shall not constitute a waiver of, 
or otherwise affect, any privilege arising under Federal 
or State law (including the rules of any Federal or State 
court) to which the data or information is otherwise subject.
H. R. 4173—23 
(C) FREEDOM
OF
INFORMATION
ACT.—Section 552 of 
title 5, United States Code, including the exceptions there-
under, shall apply to any data or information submitted 
under this subsection and subtitle B. 
SEC. 113. AUTHORITY TO REQUIRE SUPERVISION AND REGULATION 
OF CERTAIN NONBANK FINANCIAL COMPANIES. 
(a) U.S. NONBANK FINANCIAL COMPANIES SUPERVISED BY THE 
BOARD OF GOVERNORS.— 
(1) DETERMINATION.—The Council, on a nondelegable basis 
and by a vote of not fewer than 2⁄3 of the voting members 
then serving, including an affirmative vote by the Chairperson, 
may determine that a U.S. nonbank financial company shall 
be supervised by the Board of Governors and shall be subject 
to prudential standards, in accordance with this title, if the 
Council determines that material financial distress at the U.S. 
nonbank financial company, or the nature, scope, size, scale, 
concentration, interconnectedness, or mix of the activities of 
the U.S. nonbank financial company, could pose a threat to 
the financial stability of the United States. 
(2) CONSIDERATIONS.—In making a determination under 
paragraph (1), the Council shall consider— 
(A) the extent of the leverage of the company; 
(B) the extent and nature of the off-balance-sheet expo-
sures of the company; 
(C) the extent and nature of the transactions and rela-
tionships of the company with other significant nonbank 
financial companies and significant bank holding compa-
nies; 
(D) the importance of the company as a source of 
credit for households, businesses, and State and local 
governments and as a source of liquidity for the United 
States financial system; 
(E) the importance of the company as a source of 
credit for low-income, minority, or underserved commu-
nities, and the impact that the failure of such company 
would have on the availability of credit in such commu-
nities; 
(F) the extent to which assets are managed rather 
than owned by the company, and the extent to which 
ownership of assets under management is diffuse; 
(G) the nature, scope, size, scale, concentration, inter-
connectedness, and mix of the activities of the company; 
(H) the degree to which the company is already regu-
lated by 1 or more primary financial regulatory agencies; 
(I) the amount and nature of the financial assets of 
the company; 
(J) the amount and types of the liabilities of the com-
pany, including the degree of reliance on short-term 
funding; and 
(K) any other risk-related factors that the Council 
deems appropriate. 
(b) FOREIGN NONBANK FINANCIAL COMPANIES SUPERVISED BY 
THE BOARD OF GOVERNORS.— 
(1) DETERMINATION.—The Council, on a nondelegable basis 
and by a vote of not fewer than 2⁄3 of the voting members 
then serving, including an affirmative vote by the Chairperson,
H. R. 4173—24 
may determine that a foreign nonbank financial company shall 
be supervised by the Board of Governors and shall be subject 
to prudential standards, in accordance with this title, if the 
Council determines that material financial distress at the for-
eign nonbank financial company, or the nature, scope, size, 
scale, concentration, interconnectedness, or mix of the activities 
of the foreign nonbank financial company, could pose a threat 
to the financial stability of the United States. 
(2) CONSIDERATIONS.—In making a determination under 
paragraph (1), the Council shall consider— 
(A) the extent of the leverage of the company; 
(B) the extent and nature of the United States related 
off-balance-sheet exposures of the company; 
(C) the extent and nature of the transactions and rela-
tionships of the company with other significant nonbank 
financial companies and significant bank holding compa-
nies; 
(D) the importance of the company as a source of 
credit for United States households, businesses, and State 
and local governments and as a source of liquidity for 
the United States financial system; 
(E) the importance of the company as a source of 
credit for low-income, minority, or underserved commu-
nities in the United States, and the impact that the failure 
of such company would have on the availability of credit 
in such communities; 
(F) the extent to which assets are managed rather 
than owned by the company and the extent to which owner-
ship of assets under management is diffuse; 
(G) the nature, scope, size, scale, concentration, inter-
connectedness, and mix of the activities of the company; 
(H) the extent to which the company is subject to 
prudential standards on a consolidated basis in its home 
country that are administered and enforced by a com-
parable foreign supervisory authority; 
(I) the amount and nature of the United States finan-
cial assets of the company; 
(J) the amount and nature of the liabilities of the 
company used to fund activities and operations in the 
United States, including the degree of reliance on short- 
term funding; and 
(K) any other risk-related factors that the Council 
deems appropriate. 
(c) ANTIEVASION.— 
(1) DETERMINATIONS.—In order to avoid evasion of this 
title, the Council, on its own initiative or at the request of 
the Board of Governors, may determine, on a nondelegable 
basis and by a vote of not fewer than 2⁄3 of the voting members 
then serving, including an affirmative vote by the Chairperson, 
that— 
(A) material financial distress related to, or the nature, 
scope, size, scale, concentration, interconnectedness, or mix 
of, the financial activities conducted directly or indirectly 
by a company incorporated or organized under the laws 
of the United States or any State or the financial activities 
in the United States of a company incorporated or orga-
nized in a country other than the United States would
H. R. 4173—25 
pose a threat to the financial stability of the United States, 
based on consideration of the factors in subsection (a)(2) 
or (b)(2), as applicable; 
(B) the company is organized or operates in such a 
manner as to evade the application of this title; and 
(C) such financial activities of the company shall be 
supervised by the Board of Governors and subject to 
prudential standards in accordance with this title, con-
sistent with paragraph (3). 
(2) REPORT.—Upon making a determination under para-
graph (1), the Council shall submit a report to the appropriate 
committees of Congress detailing the reasons for making such 
determination. 
(3) CONSOLIDATED SUPERVISION OF ONLY FINANCIAL ACTIVI-
TIES; ESTABLISHMENT
OF
AN
INTERMEDIATE
HOLDING
COM-
PANY.— 
(A) ESTABLISHMENT
OF
AN
INTERMEDIATE
HOLDING 
COMPANY.—Upon a determination under paragraph (1), the 
company that is the subject of the determination may estab-
lish an intermediate holding company in which the finan-
cial activities of such company and its subsidiaries shall 
be conducted (other than the activities described in section 
167(b)(2)) in compliance with any regulations or guidance 
provided by the Board of Governors. Such intermediate 
holding company shall be subject to the supervision of 
the Board of Governors and to prudential standards under 
this title as if the intermediate holding company were 
a nonbank financial company supervised by the Board of 
Governors. 
(B) ACTION OF THE BOARD OF GOVERNORS.—To facilitate 
the supervision of the financial activities subject to the 
determination in paragraph (1), the Board of Governors 
may require a company to establish an intermediate 
holding company, as provided for in section 167, which 
would be subject to the supervision of the Board of Gov-
ernors and to prudential standards under this title, as 
if the intermediate holding company were a nonbank finan-
cial company supervised by the Board of Governors. 
(4) NOTICE
AND
OPPORTUNITY
FOR
HEARING
AND
FINAL 
DETERMINATION; JUDICIAL REVIEW.—Subsections (d) through (h) 
shall apply to determinations made by the Council pursuant 
to paragraph (1) in the same manner as such subsections 
apply to nonbank financial companies. 
(5) COVERED FINANCIAL ACTIVITIES.—For purposes of this 
subsection, the term ‘‘financial activities’’— 
(A) means activities that are financial in nature (as 
defined in section 4(k) of the Bank Holding Company Act 
of 1956); 
(B) includes the ownership or control of one or more 
insured depository institutions; and 
(C) does not include internal financial activities con-
ducted for the company or any affiliate thereof, including 
internal treasury, investment, and employee benefit func-
tions. 
(6) ONLY
FINANCIAL
ACTIVITIES
SUBJECT
TO
PRUDENTIAL 
SUPERVISION.—Nonfinancial activities of the company shall not
H. R. 4173—26 
be subject to supervision by the Board of Governors and pruden-
tial standards of the Board. For purposes of this Act, the 
financial activities that are the subject of the determination 
in paragraph (1) shall be subject to the same requirements 
as a nonbank financial company supervised by the Board of 
Governors. Nothing in this paragraph shall prohibit or limit 
the authority of the Board of Governors to apply prudential 
standards under this title to the financial activities that are 
subject to the determination in paragraph (1). 
(d) REEVALUATION AND RESCISSION.—The Council shall— 
(1) not less frequently than annually, reevaluate each deter-
mination made under subsections (a) and (b) with respect to 
such nonbank financial company supervised by the Board of 
Governors; and 
(2) rescind any such determination, if the Council, by a 
vote of not fewer than 2⁄3 of the voting members then serving, 
including an affirmative vote by the Chairperson, determines 
that the nonbank financial company no longer meets the stand-
ards under subsection (a) or (b), as applicable. 
(e) NOTICE AND OPPORTUNITY FOR HEARING AND FINAL DETER-
MINATION.— 
(1) IN GENERAL.—The Council shall provide to a nonbank 
financial company written notice of a proposed determination 
of the Council, including an explanation of the basis of the 
proposed determination of the Council, that a nonbank financial 
company shall be supervised by the Board of Governors and 
shall be subject to prudential standards in accordance with 
this title. 
(2) HEARING.—Not later than 30 days after the date of 
receipt of any notice of a proposed determination under para-
graph (1), the nonbank financial company may request, in 
writing, an opportunity for a written or oral hearing before 
the Council to contest the proposed determination. Upon receipt 
of a timely request, the Council shall fix a time (not later 
than 30 days after the date of receipt of the request) and 
place at which such company may appear, personally or through 
counsel, to submit written materials (or, at the sole discretion 
of the Council, oral testimony and oral argument). 
(3) FINAL DETERMINATION.—Not later than 60 days after 
the date of a hearing under paragraph (2), the Council shall 
notify the nonbank financial company of the final determination 
of the Council, which shall contain a statement of the basis 
for the decision of the Council. 
(4) NO HEARING REQUESTED.—If a nonbank financial com-
pany does not make a timely request for a hearing, the Council 
shall notify the nonbank financial company, in writing, of the 
final determination of the Council under subsection (a) or (b), 
as applicable, not later than 10 days after the date by which 
the company may request a hearing under paragraph (2). 
(f) EMERGENCY EXCEPTION.— 
(1) IN GENERAL.—The Council may waive or modify the 
requirements of subsection (e) with respect to a nonbank finan-
cial company, if the Council determines, by a vote of not fewer 
than 2⁄3 of the voting members then serving, including an 
affirmative vote by the Chairperson, that such waiver or modi-
fication is necessary or appropriate to prevent or mitigate
H. R. 4173—27 
threats posed by the nonbank financial company to the financial 
stability of the United States. 
(2) NOTICE.—The Council shall provide notice of a waiver 
or modification under this subsection to the nonbank financial 
company concerned as soon as practicable, but not later than 
24 hours after the waiver or modification is granted. 
(3) INTERNATIONAL
COORDINATION.—In making a deter-
mination under paragraph (1), the Council shall consult with 
the appropriate home country supervisor, if any, of the foreign 
nonbank financial company that is being considered for such 
a determination. 
(4) OPPORTUNITY FOR HEARING.—The Council shall allow 
a nonbank financial company to request, in writing, an oppor-
tunity for a written or oral hearing before the Council to contest 
a waiver or modification under this subsection, not later than 
10 days after the date of receipt of notice of the waiver or 
modification by the company. Upon receipt of a timely request, 
the Council shall fix a time (not later than 15 days after 
the date of receipt of the request) and place at which the 
nonbank financial company may appear, personally or through 
counsel, to submit written materials (or, at the sole discretion 
of the Council, oral testimony and oral argument). 
(5) NOTICE OF FINAL DETERMINATION.—Not later than 30 
days after the date of any hearing under paragraph (4), the 
Council shall notify the subject nonbank financial company 
of the final determination of the Council under this subsection, 
which shall contain a statement of the basis for the decision 
of the Council. 
(g) CONSULTATION.—The Council shall consult with the primary 
financial regulatory agency, if any, for each nonbank financial com-
pany or subsidiary of a nonbank financial company that is being 
considered for supervision by the Board of Governors under this 
section before the Council makes any final determination with 
respect to such nonbank financial company under subsection (a), 
(b), or (c). 
(h) JUDICIAL REVIEW.—If the Council makes a final determina-
tion under this section with respect to a nonbank financial company, 
such nonbank financial company may, not later than 30 days after 
the date of receipt of the notice of final determination under sub-
section (d)(2), (e)(3), or (f)(5), bring an action in the United States 
district court for the judicial district in which the home office 
of such nonbank financial company is located, or in the United 
States District Court for the District of Columbia, for an order 
requiring that the final determination be rescinded, and the court 
shall, upon review, dismiss such action or direct the final determina-
tion to be rescinded. Review of such an action shall be limited 
to whether the final determination made under this section was 
arbitrary and capricious. 
(i) INTERNATIONAL COORDINATION.—In exercising its duties 
under this title with respect to foreign nonbank financial companies, 
foreign-based bank holding companies, and cross-border activities 
and markets, the Council shall consult with appropriate foreign 
regulatory authorities, to the extent appropriate.
H. R. 4173—28 
SEC. 114. REGISTRATION OF NONBANK FINANCIAL COMPANIES SUPER-
VISED BY THE BOARD OF GOVERNORS. 
Not later than 180 days after the date of a final Council 
determination under section 113 that a nonbank financial company 
is to be supervised by the Board of Governors, such company 
shall register with the Board of Governors, on forms prescribed 
by the Board of Governors, which shall include such information 
as the Board of Governors, in consultation with the Council, may 
deem necessary or appropriate to carry out this title. 
SEC. 115. ENHANCED SUPERVISION AND PRUDENTIAL STANDARDS 
FOR NONBANK FINANCIAL COMPANIES SUPERVISED BY 
THE BOARD OF GOVERNORS AND CERTAIN BANK HOLDING 
COMPANIES. 
(a) IN GENERAL.— 
(1) PURPOSE.—In order to prevent or mitigate risks to 
the financial stability of the United States that could arise 
from the material financial distress, failure, or ongoing activi-
ties of large, interconnected financial institutions, the Council 
may make recommendations to the Board of Governors con-
cerning the establishment and refinement of prudential stand-
ards and reporting and disclosure requirements applicable to 
nonbank financial companies supervised by the Board of Gov-
ernors and large, interconnected bank holding companies, 
that— 
(A) are more stringent than those applicable to other 
nonbank financial companies and bank holding companies 
that do not present similar risks to the financial stability 
of the United States; and 
(B) increase in stringency, based on the considerations 
identified in subsection (b)(3). 
(2) RECOMMENDED APPLICATION OF REQUIRED STANDARDS.— 
In making recommendations under this section, the Council 
may— 
(A) differentiate among companies that are subject to 
heightened standards on an individual basis or by category, 
taking into consideration their capital structure, riskiness, 
complexity, financial activities (including the financial 
activities of their subsidiaries), size, and any other risk- 
related factors that the Council deems appropriate; or 
(B) recommend an asset threshold that is higher than 
$50,000,000,000 for the application of any standard 
described in subsections (c) through (g). 
(b) DEVELOPMENT OF PRUDENTIAL STANDARDS.— 
(1) IN
GENERAL.—The recommendations of the Council 
under subsection (a) may include— 
(A) risk-based capital requirements; 
(B) leverage limits; 
(C) liquidity requirements; 
(D) resolution plan and credit exposure report require-
ments; 
(E) concentration limits; 
(F) a contingent capital requirement; 
(G) enhanced public disclosures; 
(H) short-term debt limits; and 
(I) overall risk management requirements.
H. R. 4173—29 
(2) PRUDENTIAL STANDARDS FOR FOREIGN FINANCIAL COMPA-
NIES.—In making recommendations concerning the standards 
set forth in paragraph (1) that would apply to foreign nonbank 
financial companies supervised by the Board of Governors or 
foreign-based bank holding companies, the Council shall— 
(A) give due regard to the principle of national treat-
ment and equality of competitive opportunity; and 
(B) take into account the extent to which the foreign 
nonbank financial company or foreign-based bank holding 
company is subject on a consolidated basis to home country 
standards that are comparable to those applied to financial 
companies in the United States. 
(3) CONSIDERATIONS.—In making recommendations con-
cerning prudential standards under paragraph (1), the Council 
shall— 
(A) take into account differences among nonbank finan-
cial companies supervised by the Board of Governors and 
bank holding companies described in subsection (a), based 
on— 
(i) the factors described in subsections (a) and 
(b) of section 113; 
(ii) whether the company owns an insured deposi-
tory institution; 
(iii) nonfinancial activities and affiliations of the 
company; and 
(iv) any other factors that the Council determines 
appropriate; 
(B) to the extent possible, ensure that small changes 
in the factors listed in subsections (a) and (b) of section 
113 would not result in sharp, discontinuous changes in 
the prudential standards established under section 165; 
and 
(C) adapt its recommendations as appropriate in light 
of any predominant line of business of such company, 
including assets under management or other activities for 
which particular standards may not be appropriate. 
(c) CONTINGENT CAPITAL.— 
(1) STUDY REQUIRED.—The Council shall conduct a study 
of the feasibility, benefits, costs, and structure of a contingent 
capital requirement for nonbank financial companies supervised 
by the Board of Governors and bank holding companies 
described in subsection (a), which study shall include— 
(A) an evaluation of the degree to which such require-
ment would enhance the safety and soundness of companies 
subject to the requirement, promote the financial stability 
of the United States, and reduce risks to United States 
taxpayers; 
(B) an evaluation of the characteristics and amounts 
of contingent capital that should be required; 
(C) an analysis of potential prudential standards that 
should be used to determine whether the contingent capital 
of a company would be converted to equity in times of 
financial stress; 
(D) an evaluation of the costs to companies, the effects 
on the structure and operation of credit and other financial 
markets, and other economic effects of requiring contingent 
capital;
H. R. 4173—30 
(E) an evaluation of the effects of such requirement 
on the international competitiveness of companies subject 
to the requirement and the prospects for international 
coordination in establishing such requirement; and 
(F) recommendations for implementing regulations. 
(2) REPORT.—The Council shall submit a report to Congress 
regarding the study required by paragraph (1) not later than 
2 years after the date of enactment of this Act. 
(3) RECOMMENDATIONS.— 
(A) IN GENERAL.—Subsequent to submitting a report 
to Congress under paragraph (2), the Council may make 
recommendations to the Board of Governors to require 
any nonbank financial company supervised by the Board 
of Governors and any bank holding company described 
in subsection (a) to maintain a minimum amount of contin-
gent capital that is convertible to equity in times of finan-
cial stress. 
(B) FACTORS TO CONSIDER.—In making recommenda-
tions under this subsection, the Council shall consider— 
(i) 
an 
appropriate 
transition 
period 
for 
implementation of a conversion under this subsection; 
(ii) the factors described in subsection (b)(3); 
(iii) capital requirements applicable to a nonbank 
financial company supervised by the Board of Gov-
ernors or a bank holding company described in sub-
section (a), and subsidiaries thereof; 
(iv) results of the study required by paragraph 
(1); and 
(v) any other factor that the Council deems appro-
priate. 
(d) RESOLUTION PLAN AND CREDIT EXPOSURE REPORTS.— 
(1) RESOLUTION
PLAN.—The Council may make rec-
ommendations to the Board of Governors concerning the 
requirement that each nonbank financial company supervised 
by the Board of Governors and each bank holding company 
described in subsection (a) report periodically to the Council, 
the Board of Governors, and the Corporation, the plan of such 
company for rapid and orderly resolution in the event of mate-
rial financial distress or failure. 
(2) CREDIT EXPOSURE REPORT.—The Council may make rec-
ommendations to the Board of Governors concerning the advis-
ability of requiring each nonbank financial company supervised 
by the Board of Governors and bank holding company described 
in subsection (a) to report periodically to the Council, the Board 
of Governors, and the Corporation on— 
(A) the nature and extent to which the company has 
credit exposure to other significant nonbank financial 
companies and significant bank holding companies; and 
(B) the nature and extent to which other such signifi-
cant nonbank financial companies and significant bank 
holding companies have credit exposure to that company. 
(e) CONCENTRATION LIMITS.—In order to limit the risks that 
the failure of any individual company could pose to nonbank finan-
cial companies supervised by the Board of Governors or bank 
holding companies described in subsection (a), the Council may 
make recommendations to the Board of Governors to prescribe 
standards to limit such risks, as set forth in section 165.
H. R. 4173—31 
(f) ENHANCED PUBLIC DISCLOSURES.—The Council may make 
recommendations to the Board of Governors to require periodic 
public disclosures by bank holding companies described in sub-
section (a) and by nonbank financial companies supervised by the 
Board of Governors, in order to support market evaluation of the 
risk profile, capital adequacy, and risk management capabilities 
thereof. 
(g) SHORT-TERM DEBT LIMITS.—The Council may make rec-
ommendations to the Board of Governors to require short-term 
debt limits to mitigate the risks that an over-accumulation of such 
debt could pose to bank holding companies described in subsection 
(a), nonbank financial companies supervised by the Board of Gov-
ernors, or the financial system. 
SEC. 116. REPORTS. 
(a) IN GENERAL.—Subject to subsection (b), the Council, acting 
through the Office of Financial Research, may require a bank 
holding company with total consolidated assets of $50,000,000,000 
or greater or a nonbank financial company supervised by the Board 
of Governors, and any subsidiary thereof, to submit certified reports 
to keep the Council informed as to— 
(1) the financial condition of the company; 
(2) systems for monitoring and controlling financial, oper-
ating, and other risks; 
(3) transactions with any subsidiary that is a depository 
institution; and 
(4) the extent to which the activities and operations of 
the company and any subsidiary thereof, could, under adverse 
circumstances, have the potential to disrupt financial markets 
or affect the overall financial stability of the United States. 
(b) USE OF EXISTING REPORTS.— 
(1) IN GENERAL.—For purposes of compliance with sub-
section (a), the Council, acting through the Office of Financial 
Research, shall, to the fullest extent possible, use— 
(A) reports that a bank holding company, nonbank 
financial company supervised by the Board of Governors, 
or any functionally regulated subsidiary of such company 
has been required to provide to other Federal or State 
regulatory agencies or to a relevant foreign supervisory 
authority; 
(B) information that is otherwise required to be 
reported publicly; and 
(C) externally audited financial statements. 
(2) AVAILABILITY.—Each bank holding company described 
in subsection (a) and nonbank financial company supervised 
by the Board of Governors, and any subsidiary thereof, shall 
provide to the Council, at the request of the Council, copies 
of all reports referred to in paragraph (1). 
(3) CONFIDENTIALITY.—The Council shall maintain the con-
fidentiality of the reports obtained under subsection (a) and 
paragraph (1)(A) of this subsection. 
SEC. 117. TREATMENT OF CERTAIN COMPANIES THAT CEASE TO BE 
BANK HOLDING COMPANIES. 
(a) APPLICABILITY.—This section shall apply to— 
(1) any entity that—
H. R. 4173—32 
(A) was a bank holding company having total consoli-
dated assets equal to or greater than $50,000,000,000 as 
of January 1, 2010; and 
(B) received financial assistance under or participated 
in the Capital Purchase Program established under the 
Troubled Asset Relief Program authorized by the Emer-
gency Economic Stabilization Act of 2008; and 
(2) any successor entity (as defined by the Board of Gov-
ernors, in consultation with the Council) to an entity described 
in paragraph (1). 
(b) TREATMENT.—If an entity described in subsection (a) ceases 
to be a bank holding company at any time after January 1, 2010, 
then such entity shall be treated as a nonbank financial company 
supervised by the Board of Governors, as if the Council had made 
a determination under section 113 with respect to that entity. 
(c) APPEAL.— 
(1) REQUEST
FOR
HEARING.—An entity may request, in 
writing, an opportunity for a written or oral hearing before 
the Council to appeal its treatment as a nonbank financial 
company supervised by the Board of Governors in accordance 
with this section. Upon receipt of the request, the Council 
shall fix a time (not later than 30 days after the date of 
receipt of the request) and place at which such entity may 
appear, personally or through counsel, to submit written mate-
rials (or, at the sole discretion of the Council, oral testimony 
and oral argument). 
(2) DECISION.— 
(A) PROPOSED DECISION.—A Council decision to grant 
an appeal under this subsection shall be made by a vote 
of not fewer than 2⁄3 of the voting members then serving, 
including an affirmative vote by the Chairperson. Not later 
than 60 days after the date of a hearing under paragraph 
(1), the Council shall submit a report to, and may testify 
before, the Committee on Banking, Housing, and Urban 
Affairs of the Senate and the Committee on Financial Serv-
ices of the House of Representatives on the proposed deci-
sion of the Council regarding an appeal under paragraph 
(1), which report shall include a statement of the basis 
for the proposed decision of the Council. 
(B) NOTICE
OF
FINAL
DECISION.—The Council shall 
notify the subject entity of the final decision of the Council 
regarding an appeal under paragraph (1), which notice 
shall contain a statement of the basis for the final decision 
of the Council, not later than 60 days after the later of— 
(i) the date of the submission of the report under 
subparagraph (A); or 
(ii) if, not later than 1 year after the date of 
submission of the report under subparagraph (A), the 
Committee on Banking, Housing, and Urban Affairs 
of the Senate or the Committee on Financial Services 
of the House of Representatives holds one or more 
hearings regarding such report, the date of the last 
such hearing. 
(C) CONSIDERATIONS.—In making a decision regarding 
an appeal under paragraph (1), the Council shall consider 
whether the company meets the standards under section 
113(a) or 113(b), as applicable, and the definition of the
H. R. 4173—33 
term ‘‘nonbank financial company’’ under section 102. The 
decision of the Council shall be final, subject to the review 
under paragraph (3). 
(3) REVIEW.—If the Council denies an appeal under this 
subsection, the Council shall, not less frequently than annually, 
review and reevaluate the decision. 
SEC. 118. COUNCIL FUNDING. 
Any expenses of the Council shall be treated as expenses of, 
and paid by, the Office of Financial Research. 
SEC. 119. RESOLUTION OF SUPERVISORY JURISDICTIONAL DISPUTES 
AMONG MEMBER AGENCIES. 
(a) REQUEST
FOR COUNCIL RECOMMENDATION.—The Council 
shall seek to resolve a dispute among 2 or more member agencies, 
if— 
(1) a member agency has a dispute with another member 
agency about the respective jurisdiction over a particular bank 
holding company, nonbank financial company, or financial 
activity or product (excluding matters for which another dispute 
mechanism specifically has been provided under title X); 
(2) the Council determines that the disputing agencies 
cannot, after a demonstrated good faith effort, resolve the dis-
pute without the intervention of the Council; and 
(3) any of the member agencies involved in the dispute— 
(A) provides all other disputants prior notice of the 
intent to request dispute resolution by the Council; and 
(B) requests in writing, not earlier than 14 days after 
providing the notice described in subparagraph (A), that 
the Council seek to resolve the dispute. 
(b) COUNCIL RECOMMENDATION.—The Council shall seek to 
resolve each dispute described in subsection (a)— 
(1) within a reasonable time after receiving the dispute 
resolution request; 
(2) after consideration of relevant information provided by 
each agency party to the dispute; and 
(3) by agreeing with 1 of the disputants regarding the 
entirety of the matter, or by determining a compromise position. 
(c) FORM OF RECOMMENDATION.—Any Council recommendation 
under this section shall— 
(1) be in writing; 
(2) include an explanation of the reasons therefor; and 
(3) be approved by the affirmative vote of 2⁄3 of the voting 
members of the Council then serving. 
(d) NONBINDING EFFECT.—Any recommendation made by the 
Council under subsection (c) shall not be binding on the Federal 
agencies that are parties to the dispute. 
SEC. 120. ADDITIONAL STANDARDS APPLICABLE TO ACTIVITIES OR 
PRACTICES FOR FINANCIAL STABILITY PURPOSES. 
(a) IN GENERAL.—The Council may provide for more stringent 
regulation of a financial activity by issuing recommendations to 
the primary financial regulatory agencies to apply new or height-
ened standards and safeguards, including standards enumerated 
in section 115, for a financial activity or practice conducted by 
bank holding companies or nonbank financial companies under 
their respective jurisdictions, if the Council determines that the
H. R. 4173—34 
conduct, scope, nature, size, scale, concentration, or interconnected-
ness of such activity or practice could create or increase the risk 
of significant liquidity, credit, or other problems spreading among 
bank holding companies and nonbank financial companies, financial 
markets of the United States, or low-income, minority, or under-
served communities. 
(b) PROCEDURE FOR RECOMMENDATIONS TO REGULATORS.— 
(1) NOTICE AND OPPORTUNITY FOR COMMENT.—The Council 
shall consult with the primary financial regulatory agencies 
and provide notice to the public and opportunity for comment 
for any proposed recommendation that the primary financial 
regulatory agencies apply new or heightened standards and 
safeguards for a financial activity or practice. 
(2) CRITERIA.—The new or heightened standards and safe-
guards for a financial activity or practice recommended under 
paragraph (1)— 
(A) shall take costs to long-term economic growth into 
account; and 
(B) may include prescribing the conduct of the activity 
or practice in specific ways (such as by limiting its scope, 
or applying particular capital or risk management require-
ments to the conduct of the activity) or prohibiting the 
activity or practice. 
(c) IMPLEMENTATION OF RECOMMENDED STANDARDS.— 
(1) ROLE OF PRIMARY FINANCIAL REGULATORY AGENCY.— 
(A) IN GENERAL.—Each primary financial regulatory 
agency may impose, require reports regarding, examine 
for compliance with, and enforce standards in accordance 
with this section with respect to those entities for which 
it is the primary financial regulatory agency. 
(B) RULE OF CONSTRUCTION.—The authority under this 
paragraph is in addition to, and does not limit, any other 
authority of a primary financial regulatory agency. Compli-
ance by an entity with actions taken by a primary financial 
regulatory agency under this section shall be enforceable 
in accordance with the statutes governing the respective 
jurisdiction of the primary financial regulatory agency over 
the entity, as if the agency action were taken under those 
statutes. 
(2) IMPOSITION OF STANDARDS.—The primary financial regu-
latory agency shall impose the standards recommended by the 
Council in accordance with subsection (a), or similar standards 
that the Council deems acceptable, or shall explain in writing 
to the Council, not later than 90 days after the date on which 
the Council issues the recommendation, why the agency has 
determined not to follow the recommendation of the Council. 
(d) REPORT TO CONGRESS.—The Council shall report to Congress 
on— 
(1) any recommendations issued by the Council under this 
section; 
(2) the implementation of, or failure to implement, such 
recommendation on the part of a primary financial regulatory 
agency; and 
(3) in any case in which no primary financial regulatory 
agency exists for the nonbank financial company conducting 
financial activities or practices referred to in subsection (a),
H. R. 4173—35 
recommendations for legislation that would prevent such activi-
ties or practices from threatening the stability of the financial 
system of the United States. 
(e) EFFECT OF RESCISSION OF IDENTIFICATION.— 
(1) NOTICE.—The Council may recommend to the relevant 
primary financial regulatory agency that a financial activity 
or practice no longer requires any standards or safeguards 
implemented under this section. 
(2) DETERMINATION
OF
PRIMARY
FINANCIAL
REGULATORY 
AGENCY TO CONTINUE.— 
(A) IN GENERAL.—Upon receipt of a recommendation 
under paragraph (1), a primary financial regulatory agency 
that has imposed standards under this section shall deter-
mine whether such standards should remain in effect. 
(B) APPEAL
PROCESS.—Each primary financial regu-
latory agency that has imposed standards under this sec-
tion shall promulgate regulations to establish a procedure 
under which entities under its jurisdiction may appeal 
a determination by such agency under this paragraph that 
standards imposed under this section should remain in 
effect. 
SEC. 121. MITIGATION OF RISKS TO FINANCIAL STABILITY. 
(a) MITIGATORY ACTIONS.—If the Board of Governors deter-
mines that a bank holding company with total consolidated assets 
of $50,000,000,000 or more, or a nonbank financial company super-
vised by the Board of Governors, poses a grave threat to the 
financial stability of the United States, the Board of Governors, 
upon an affirmative vote of not fewer than 2⁄3 of the voting members 
of the Council then serving, shall— 
(1) limit the ability of the company to merge with, acquire, 
consolidate with, or otherwise become affiliated with another 
company; 
(2) restrict the ability of the company to offer a financial 
product or products; 
(3) require the company to terminate one or more activities; 
(4) impose conditions on the manner in which the company 
conducts 1 or more activities; or 
(5) if the Board of Governors determines that the actions 
described in paragraphs (1) through (4) are inadequate to miti-
gate a threat to the financial stability of the United States 
in its recommendation, require the company to sell or otherwise 
transfer assets or off-balance-sheet items to unaffiliated enti-
ties. 
(b) NOTICE AND HEARING.— 
(1) IN GENERAL.—The Board of Governors, in consultation 
with the Council, shall provide to a company described in 
subsection (a) written notice that such company is being consid-
ered for mitigatory action pursuant to this section, including 
an explanation of the basis for, and description of, the proposed 
mitigatory action. 
(2) HEARING.—Not later than 30 days after the date of 
receipt of notice under paragraph (1), the company may request, 
in writing, an opportunity for a written or oral hearing before 
the Board of Governors to contest the proposed mitigatory 
action. Upon receipt of a timely request, the Board of Governors 
shall fix a time (not later than 30 days after the date of
H. R. 4173—36 
receipt of the request) and place at which such company may 
appear, personally or through counsel, to submit written mate-
rials (or, at the discretion of the Board of Governors, in con-
sultation with the Council, oral testimony and oral argument). 
(3) DECISION.—Not later than 60 days after the date of 
a hearing under paragraph (2), or not later than 60 days 
after the provision of a notice under paragraph (1) if no hearing 
was held, the Board of Governors shall notify the company 
of the final decision of the Board of Governors, including the 
results of the vote of the Council, as described in subsection 
(a). 
(c) FACTORS FOR CONSIDERATION.—The Board of Governors and 
the Council shall take into consideration the factors set forth in 
subsection (a) or (b) of section 113, as applicable, in making any 
determination under subsection (a). 
(d) APPLICATION
TO
FOREIGN
FINANCIAL
COMPANIES.—The 
Board of Governors may prescribe regulations regarding the applica-
tion of this section to foreign nonbank financial companies super-
vised by the Board of Governors and foreign-based bank holding 
companies— 
(1) giving due regard to the principle of national treatment 
and equality of competitive opportunity; and 
(2) taking into account the extent to which the foreign 
nonbank financial company or foreign-based bank holding com-
pany is subject on a consolidated basis to home country stand-
ards that are comparable to those applied to financial compa-
nies in the United States. 
SEC. 122. GAO AUDIT OF COUNCIL. 
(a) AUTHORITY TO AUDIT.—The Comptroller General of the 
United States may audit the activities of— 
(1) the Council; and 
(2) any person or entity acting on behalf of or under the 
authority of the Council, to the extent that such activities 
relate to work for the Council by such person or entity. 
(b) ACCESS TO INFORMATION.— 
(1) IN GENERAL.—Notwithstanding any other provision of 
law, the Comptroller General shall, upon request and at such 
reasonable time and in such reasonable form as the Comptroller 
General may request, have access to— 
(A) any records or other information under the control 
of or used by the Council; 
(B) any records or other information under the control 
of a person or entity acting on behalf of or under the 
authority of the Council, to the extent that such records 
or other information is relevant to an audit under sub-
section (a); and 
(C) the officers, directors, employees, financial advisors, 
staff, working groups, and agents and representatives of 
the Council (as related to the activities on behalf of the 
Council of such agent or representative), at such reasonable 
times as the Comptroller General may request. 
(2) COPIES.—The Comptroller General may make and 
retain copies of such books, accounts, and other records, access 
to which is granted under this section, as the Comptroller 
General considers appropriate.
H. R. 4173—37 
SEC. 123. STUDY OF THE EFFECTS OF SIZE AND COMPLEXITY OF FINAN-
CIAL INSTITUTIONS ON CAPITAL MARKET EFFICIENCY 
AND ECONOMIC GROWTH. 
(a) STUDY REQUIRED.— 
(1) IN
GENERAL.—The Chairperson of the Council shall 
carry out a study of the economic impact of possible financial 
services regulatory limitations intended to reduce systemic risk. 
Such study shall estimate the benefits and costs on the effi-
ciency of capital markets, on the financial sector, and on 
national economic growth, of— 
(A) explicit or implicit limits on the maximum size 
of banks, bank holding companies, and other large financial 
institutions; 
(B) limits on the organizational complexity and diver-
sification of large financial institutions; 
(C) requirements for operational separation between 
business units of large financial institutions in order to 
expedite resolution in case of failure; 
(D) limits on risk transfer between business units of 
large financial institutions; 
(E) requirements to carry contingent capital or similar 
mechanisms; 
(F) limits on commingling of commercial and financial 
activities by large financial institutions; 
(G) segregation requirements between traditional 
financial activities and trading or other high-risk oper-
ations in large financial institutions; and 
(H) other limitations on the activities or structure of 
large financial institutions that may be useful to limit 
systemic risk. 
(2) RECOMMENDATIONS.—The study required by this section 
shall include recommendations for the optimal structure of 
any limits considered in subparagraphs (A) through (E), in 
order to maximize their effectiveness and minimize their eco-
nomic impact. 
(b) REPORT.—Not later than the end of the 180-day period 
beginning on the date of enactment of this title, and not later 
than every 5 years thereafter, the Chairperson shall issue a report 
to the Congress containing any findings and determinations made 
in carrying out the study required under subsection (a). 
Subtitle B—Office of Financial Research 
SEC. 151. DEFINITIONS. 
For purposes of this subtitle— 
(1) the terms ‘‘Office’’ and ‘‘Director’’ mean the Office of 
Financial Research established under this subtitle and the 
Director thereof, respectively; 
(2) the term ‘‘financial company’’ has the same meaning 
as in title II, and includes an insured depository institution 
and an insurance company; 
(3) the term ‘‘Data Center’’ means the data center estab-
lished under section 154; 
(4) the term ‘‘Research and Analysis Center’’ means the 
research and analysis center established under section 154;
H. R. 4173—38 
(5) the term ‘‘financial transaction data’’ means the struc-
ture and legal description of a financial contract, with sufficient 
detail to describe the rights and obligations between counter-
parties and make possible an independent valuation; 
(6) the term ‘‘position data’’— 
(A) means data on financial assets or liabilities held 
on the balance sheet of a financial company, where posi-
tions are created or changed by the execution of a financial 
transaction; and 
(B) includes information that identifies counterparties, 
the valuation by the financial company of the position, 
and information that makes possible an independent valu-
ation of the position; 
(7) the term ‘‘financial contract’’ means a legally binding 
agreement between 2 or more counterparties, describing rights 
and obligations relating to the future delivery of items of 
intrinsic or extrinsic value among the counterparties; and 
(8) the term ‘‘financial instrument’’ means a financial con-
tract in which the terms and conditions are publicly available, 
and the roles of one or more of the counterparties are assignable 
without the consent of any of the other counterparties (including 
common stock of a publicly traded company, government bonds, 
or exchange traded futures and options contracts). 
SEC. 152. OFFICE OF FINANCIAL RESEARCH ESTABLISHED. 
(a) ESTABLISHMENT.—There is established within the Depart-
ment of the Treasury the Office of Financial Research. 
(b) DIRECTOR.— 
(1) IN GENERAL.—The Office shall be headed by a Director, 
who shall be appointed by the President, by and with the 
advice and consent of the Senate. 
(2) TERM OF SERVICE.—The Director shall serve for a term 
of 6 years, except that, in the event that a successor is not 
nominated and confirmed by the end of the term of service 
of a Director, the Director may continue to serve until such 
time as the next Director is appointed and confirmed. 
(3) EXECUTIVE LEVEL.—The Director shall be compensated 
at Level III of the Executive Schedule. 
(4) PROHIBITION ON DUAL SERVICE.—The individual serving 
in the position of Director may not, during such service, also 
serve as the head of any financial regulatory agency. 
(5) 
RESPONSIBILITIES, 
DUTIES, 
AND
AUTHORITY.—The 
Director shall have sole discretion in the manner in which 
the Director fulfills the responsibilities and duties and exercises 
the authorities described in this subtitle. 
(c) BUDGET.—The Director, in consultation with the Chair-
person, shall establish the annual budget of the Office. 
(d) OFFICE PERSONNEL.— 
(1) IN GENERAL.—The Director, in consultation with the 
Chairperson, may fix the number of, and appoint and direct, 
all employees of the Office. 
(2) COMPENSATION.—The Director, in consultation with the 
Chairperson, shall fix, adjust, and administer the pay for all 
employees of the Office, without regard to chapter 51 or sub-
chapter III of chapter 53 of title 5, United States Code, relating 
to classification of positions and General Schedule pay rates.
H. R. 4173—39 
(3) COMPARABILITY.—Section 1206(a) of the Financial 
Institutions Reform, Recovery, and Enforcement Act of 1989 
(12 U.S.C. 1833b(a)) is amended— 
(A) by striking ‘‘Finance Board,’’ and inserting ‘‘Finance 
Board, the Office of Financial Research, and the Bureau 
of Consumer Financial Protection’’; and 
(B) by striking ‘‘and the Office of Thrift Supervision,’’. 
(4) SENIOR EXECUTIVES.—Section 3132(a)(1)(D) of title 5, 
United States Code, is amended by striking ‘‘and the National 
Credit Union Administration;’’ and inserting ‘‘the National 
Credit Union Administration, the Bureau of Consumer Finan-
cial Protection, and the Office of Financial Research;’’. 
(e) ASSISTANCE FROM FEDERAL AGENCIES.—Any department 
or agency of the United States may provide to the Office and 
any 
special 
advisory, 
technical, 
or 
professional 
committees 
appointed by the Office, such services, funds, facilities, staff, and 
other support services as the Office may determine advisable. Any 
Federal Government employee may be detailed to the Office without 
reimbursement, and such detail shall be without interruption or 
loss of civil service status or privilege. 
(f) PROCUREMENT
OF TEMPORARY
AND INTERMITTENT SERV-
ICES.—The Director may procure temporary and intermittent serv-
ices under section 3109(b) of title 5, United States Code, at rates 
for individuals which do not exceed the daily equivalent of the 
annual rate of basic pay prescribed for Level V of the Executive 
Schedule under section 5316 of such title. 
(g) POST-EMPLOYMENT PROHIBITIONS.—The Secretary, with the 
concurrence of the Director of the Office of Government Ethics, 
shall issue regulations prohibiting the Director and any employee 
of the Office who has had access to the transaction or position 
data maintained by the Data Center or other business confidential 
information about financial entities required to report to the Office 
from being employed by or providing advice or consulting services 
to a financial company, for a period of 1 year after last having 
had access in the course of official duties to such transaction or 
position data or business confidential information, regardless of 
whether that entity is required to report to the Office. For employees 
whose access to business confidential information was limited, the 
regulations may provide, on a case-by-case basis, for a shorter 
period of post-employment prohibition, provided that the shorter 
period does not compromise business confidential information. 
(h) TECHNICAL AND PROFESSIONAL ADVISORY COMMITTEES.— 
The Office, in consultation with the Chairperson, may appoint such 
special advisory, technical, or professional committees as may be 
useful in carrying out the functions of the Office, and the members 
of such committees may be staff of the Office, or other persons, 
or both. 
(i) FELLOWSHIP PROGRAM.—The Office, in consultation with 
the Chairperson, may establish and maintain an academic and 
professional fellowship program, under which qualified academics 
and professionals shall be invited to spend not longer than 2 years 
at the Office, to perform research and to provide advanced training 
for Office personnel. 
(j) EXECUTIVE SCHEDULE COMPENSATION.—Section 5314 of title 
5, United States Code, is amended by adding at the end the fol-
lowing new item: 
‘‘Director of the Office of Financial Research.’’.
H. R. 4173—40 
SEC. 153. PURPOSE AND DUTIES OF THE OFFICE. 
(a) PURPOSE
AND DUTIES.—The purpose of the Office is to 
support the Council in fulfilling the purposes and duties of the 
Council, as set forth in subtitle A, and to support member agencies, 
by— 
(1) collecting data on behalf of the Council, and providing 
such data to the Council and member agencies; 
(2) standardizing the types and formats of data reported 
and collected; 
(3) performing applied research and essential long-term 
research; 
(4) developing tools for risk measurement and monitoring; 
(5) performing other related services; 
(6) making the results of the activities of the Office avail-
able to financial regulatory agencies; and 
(7) assisting such member agencies in determining the 
types and formats of data authorized by this Act to be collected 
by such member agencies. 
(b) ADMINISTRATIVE AUTHORITY.—The Office may— 
(1) share data and information, including software devel-
oped by the Office, with the Council, member agencies, and 
the Bureau of Economic Analysis, which shared data, informa-
tion, and software— 
(A) shall be maintained with at least the same level 
of security as is used by the Office; and 
(B) may not be shared with any individual or entity 
without the permission of the Council; 
(2) sponsor and conduct research projects; and 
(3) assist, on a reimbursable basis, with financial analyses 
undertaken at the request of other Federal agencies that are 
not member agencies. 
(c) RULEMAKING AUTHORITY.— 
(1) SCOPE.—The Office, in consultation with the Chair-
person, shall issue rules, regulations, and orders only to the 
extent necessary to carry out the purposes and duties described 
in paragraphs (1), (2), and (7) of subsection (a). 
(2) STANDARDIZATION.—Member agencies, in consultation 
with the Office, shall implement regulations promulgated by 
the Office under paragraph (1) to standardize the types and 
formats of data reported and collected on behalf of the Council, 
as described in subsection (a)(2). If a member agency fails 
to implement such regulations prior to the expiration of the 
3-year period following the date of publication of final regula-
tions, the Office, in consultation with the Chairperson, may 
implement such regulations with respect to the financial enti-
ties under the jurisdiction of the member agency. This para-
graph shall not supersede or interfere with the independent 
authority of a member agency under other law to collect data, 
in such format and manner as the member agency requires. 
(d) TESTIMONY.— 
(1) IN GENERAL.—The Director of the Office shall report 
to and testify before the Committee on Banking, Housing, and 
Urban Affairs of the Senate and the Committee on Financial 
Services of the House of Representatives annually on the activi-
ties of the Office, including the work of the Data Center and 
the Research and Analysis Center, and the assessment of the
H. R. 4173—41 
Office of significant financial market developments and poten-
tial emerging threats to the financial stability of the United 
States. 
(2) NO PRIOR REVIEW.—No officer or agency of the United 
States shall have any authority to require the Director to 
submit the testimony required under paragraph (1) or other 
congressional testimony to any officer or agency of the United 
States for approval, comment, or review prior to the submission 
of such testimony. Any such testimony to Congress shall include 
a statement that the views expressed therein are those of 
the Director and do not necessarily represent the views of 
the President. 
(e) ADDITIONAL REPORTS.—The Director may provide additional 
reports to Congress concerning the financial stability of the United 
States. The Director shall notify the Council of any such additional 
reports provided to Congress. 
(f) SUBPOENA.— 
(1) IN GENERAL.—The Director may require from a financial 
company, by subpoena, the production of the data requested 
under subsection (a)(1) and section 154(b)(1), but only upon 
a written finding by the Director that— 
(A) such data is required to carry out the functions 
described under this subtitle; and 
(B) the Office has coordinated with the relevant pri-
mary financial regulatory agency, as required under section 
154(b)(1)(B)(ii). 
(2) FORMAT.—Subpoenas under paragraph (1) shall bear 
the signature of the Director, and shall be served by any 
person or class of persons designated by the Director for that 
purpose. 
(3) ENFORCEMENT.—In the case of contumacy or failure 
to obey a subpoena, the subpoena shall be enforceable by order 
of any appropriate district court of the United States. Any 
failure to obey the order of the court may be punished by 
the court as a contempt of court. 
SEC. 154. ORGANIZATIONAL STRUCTURE; RESPONSIBILITIES OF PRI-
MARY PROGRAMMATIC UNITS. 
(a) IN GENERAL.—There are established within the Office, to 
carry out the programmatic responsibilities of the Office— 
(1) the Data Center; and 
(2) the Research and Analysis Center. 
(b) DATA CENTER.— 
(1) GENERAL DUTIES.— 
(A) DATA COLLECTION.—The Data Center, on behalf 
of the Council, shall collect, validate, and maintain all 
data necessary to carry out the duties of the Data Center, 
as described in this subtitle. The data assembled shall 
be obtained from member agencies, commercial data pro-
viders, publicly available data sources, and financial enti-
ties under subparagraph (B). 
(B) AUTHORITY.— 
(i) IN GENERAL.—The Office may, as determined 
by the Council or by the Director in consultation with 
the Council, require the submission of periodic and 
other reports from any financial company for the pur-
pose of assessing the extent to which a financial
H. R. 4173—42 
activity or financial market in which the financial com-
pany participates, or the financial company itself, poses 
a threat to the financial stability of the United States. 
(ii) 
MITIGATION
OF
REPORT
BURDEN.—Before 
requiring the submission of a report from any financial 
company that is regulated by a member agency, any 
primary financial regulatory agency, a foreign super-
visory authority, or the Office shall coordinate with 
such agencies or authority, and shall, whenever pos-
sible, rely on information available from such agencies 
or authority. 
(iii) COLLECTION OF FINANCIAL TRANSACTION AND 
POSITION DATA.—The Office shall collect, on a schedule 
determined by the Director, in consultation with the 
Council, financial transaction data and position data 
from financial companies. 
(C) RULEMAKING.—The Office shall promulgate regula-
tions pursuant to subsections (a)(1), (a)(2), (a)(7), and (c)(1) 
of section 153 regarding the type and scope of the data 
to be collected by the Data Center under this paragraph. 
(2) RESPONSIBILITIES.— 
(A) PUBLICATION.—The Data Center shall prepare and 
publish, in a manner that is easily accessible to the public— 
(i) a financial company reference database; 
(ii) a financial instrument reference database; and 
(iii) formats and standards for Office data, 
including standards for reporting financial transaction 
and position data to the Office. 
(B) CONFIDENTIALITY.—The Data Center shall not pub-
lish any confidential data under subparagraph (A). 
(3) INFORMATION SECURITY.—The Director shall ensure that 
data collected and maintained by the Data Center are kept 
secure and protected against unauthorized disclosure. 
(4) CATALOG OF FINANCIAL ENTITIES AND INSTRUMENTS.— 
The Data Center shall maintain a catalog of the financial 
entities and instruments reported to the Office. 
(5) AVAILABILITY TO THE COUNCIL AND MEMBER AGENCIES.— 
The Data Center shall make data collected and maintained 
by the Data Center available to the Council and member agen-
cies, as necessary to support their regulatory responsibilities. 
(6) OTHER AUTHORITY.—The Office shall, after consultation 
with the member agencies, provide certain data to financial 
industry participants and to the general public to increase 
market transparency and facilitate research on the financial 
system, to the extent that intellectual property rights are not 
violated, business confidential information is properly protected, 
and the sharing of such information poses no significant threats 
to the financial system of the United States. 
(c) RESEARCH AND ANALYSIS CENTER.— 
(1) GENERAL DUTIES.—The Research and Analysis Center, 
on behalf of the Council, shall develop and maintain inde-
pendent analytical capabilities and computing resources— 
(A) to develop and maintain metrics and reporting 
systems for risks to the financial stability of the United 
States;
H. R. 4173—43 
(B) to monitor, investigate, and report on changes in 
systemwide risk levels and patterns to the Council and 
Congress; 
(C) to conduct, coordinate, and sponsor research to 
support and improve regulation of financial entities and 
markets; 
(D) to evaluate and report on stress tests or other 
stability-related evaluations of financial entities overseen 
by the member agencies; 
(E) to maintain expertise in such areas as may be 
necessary to support specific requests for advice and assist-
ance from financial regulators; 
(F) to investigate disruptions and failures in the finan-
cial markets, report findings, and make recommendations 
to the Council based on those findings; 
(G) to conduct studies and provide advice on the impact 
of policies related to systemic risk; and 
(H) to promote best practices for financial risk manage-
ment. 
(d) REPORTING RESPONSIBILITIES.— 
(1) REQUIRED REPORTS.—Not later than 2 years after the 
date of enactment of this Act, and not later than 120 days 
after the end of each fiscal year thereafter, the Office shall 
prepare and submit a report to Congress. 
(2) CONTENT.—Each report required by this subsection 
shall assess the state of the United States financial system, 
including— 
(A) an analysis of any threats to the financial stability 
of the United States; 
(B) the status of the efforts of the Office in meeting 
the mission of the Office; and 
(C) key findings from the research and analysis of 
the financial system by the Office. 
SEC. 155. FUNDING. 
(a) FINANCIAL RESEARCH FUND.— 
(1) FUND
ESTABLISHED.—There is established in the 
Treasury of the United States a separate fund to be known 
as the ‘‘Financial Research Fund’’. 
(2) FUND RECEIPTS.—All amounts provided to the Office 
under subsection (c), and all assessments that the Office 
receives under subsection (d) shall be deposited into the Finan-
cial Research Fund. 
(3) INVESTMENTS AUTHORIZED.— 
(A) AMOUNTS IN FUND MAY BE INVESTED.—The Director 
may request the Secretary to invest the portion of the 
Financial Research Fund that is not, in the judgment of 
the Director, required to meet the needs of the Office. 
(B) ELIGIBLE
INVESTMENTS.—Investments shall be 
made by the Secretary in obligations of the United States 
or obligations that are guaranteed as to principal and 
interest by the United States, with maturities suitable 
to the needs of the Financial Research Fund, as determined 
by the Director. 
(4) INTEREST AND PROCEEDS CREDITED.—The interest on, 
and the proceeds from the sale or redemption of, any obligations
H. R. 4173—44 
held in the Financial Research Fund shall be credited to and 
form a part of the Financial Research Fund. 
(b) USE OF FUNDS.— 
(1) IN
GENERAL.—Funds obtained by, transferred to, or 
credited to the Financial Research Fund shall be immediately 
available to the Office, and shall remain available until 
expended, to pay the expenses of the Office in carrying out 
the duties and responsibilities of the Office. 
(2) FEES, ASSESSMENTS, AND OTHER FUNDS NOT GOVERN-
MENT FUNDS.—Funds obtained by, transferred to, or credited 
to the Financial Research Fund shall not be construed to be 
Government funds or appropriated moneys. 
(3) AMOUNTS NOT SUBJECT TO APPORTIONMENT.—Notwith-
standing any other provision of law, amounts in the Financial 
Research Fund shall not be subject to apportionment for pur-
poses of chapter 15 of title 31, United States Code, or under 
any other authority, or for any other purpose. 
(c) INTERIM FUNDING.—During the 2-year period following the 
date of enactment of this Act, the Board of Governors shall provide 
to the Office an amount sufficient to cover the expenses of the 
Office. 
(d) PERMANENT SELF-FUNDING.—Beginning 2 years after the 
date of enactment of this Act, the Secretary shall establish, by 
regulation, and with the approval of the Council, an assessment 
schedule, including the assessment base and rates, applicable to 
bank holding companies with total consolidated assets of 
$50,000,000,000 or greater and nonbank financial companies super-
vised by the Board of Governors, that takes into account differences 
among such companies, based on the considerations for establishing 
the prudential standards under section 115, to collect assessments 
equal to the total expenses of the Office. 
SEC. 156. TRANSITION OVERSIGHT. 
(a) PURPOSE.—The purpose of this section is to ensure that 
the Office— 
(1) has an orderly and organized startup; 
(2) attracts and retains a qualified workforce; and 
(3) establishes comprehensive employee training and bene-
fits programs. 
(b) REPORTING REQUIREMENT.— 
(1) IN GENERAL.—The Office shall submit an annual report 
to the Committee on Banking, Housing, and Urban Affairs 
of the Senate and the Committee on Financial Services of 
the House of Representatives that includes the plans described 
in paragraph (2). 
(2) PLANS.—The plans described in this paragraph are as 
follows: 
(A) TRAINING AND WORKFORCE DEVELOPMENT PLAN.— 
The Office shall submit a training and workforce develop-
ment plan that includes, to the extent practicable— 
(i) identification of skill and technical expertise 
needs and actions taken to meet those requirements; 
(ii) steps taken to foster innovation and creativity; 
(iii) leadership development and succession plan-
ning; and 
(iv) effective use of technology by employees.
H. R. 4173—45 
(B) WORKPLACE FLEXIBILITY PLAN.—The Office shall 
submit a workforce flexibility plan that includes, to the 
extent practicable— 
(i) telework; 
(ii) flexible work schedules; 
(iii) phased retirement; 
(iv) reemployed annuitants; 
(v) part-time work; 
(vi) job sharing; 
(vii) parental leave benefits and childcare assist-
ance; 
(viii) domestic partner benefits; 
(ix) other workplace flexibilities; or 
(x) any combination of the items described in 
clauses (i) through (ix). 
(C) RECRUITMENT AND RETENTION PLAN.—The Office 
shall submit a recruitment and retention plan that 
includes, to the extent practicable, provisions relating to— 
(i) the steps necessary to target highly qualified 
applicant pools with diverse backgrounds; 
(ii) streamlined employment application processes; 
(iii) the provision of timely notification of the 
status of employment applications to applicants; and 
(iv) the collection of information to measure indica-
tors of hiring effectiveness. 
(c) EXPIRATION.—The reporting requirement under subsection 
(b) shall terminate 5 years after the date of enactment of this 
Act. 
(d) RULE OF CONSTRUCTION.—Nothing in this section may be 
construed to affect— 
(1) a collective bargaining agreement, as that term is 
defined in section 7103(a)(8) of title 5, United States Code, 
that is in effect on the date of enactment of this Act; or 
(2) the rights of employees under chapter 71 of title 5, 
United States Code. 
Subtitle C—Additional Board of Governors 
Authority for Certain Nonbank Financial 
Companies and Bank Holding Companies 
SEC. 161. REPORTS BY AND EXAMINATIONS OF NONBANK FINANCIAL 
COMPANIES BY THE BOARD OF GOVERNORS. 
(a) REPORTS.— 
(1) IN
GENERAL.—The Board of Governors may require 
each nonbank financial company supervised by the Board of 
Governors, and any subsidiary thereof, to submit reports under 
oath, to keep the Board of Governors informed as to— 
(A) the financial condition of the company or sub-
sidiary, systems of the company or subsidiary for moni-
toring and controlling financial, operating, and other risks, 
and the extent to which the activities and operations of 
the company or subsidiary pose a threat to the financial 
stability of the United States; and 
(B) compliance by the company or subsidiary with the 
requirements of this title.
H. R. 4173—46 
(2) USE OF EXISTING REPORTS AND INFORMATION.—In car-
rying out subsection (a), the Board of Governors shall, to the 
fullest extent possible, use— 
(A) reports and supervisory information that a nonbank 
financial company or subsidiary thereof has been required 
to provide to other Federal or State regulatory agencies; 
(B) information otherwise obtainable from Federal or 
State regulatory agencies; 
(C) information that is otherwise required to be 
reported publicly; and 
(D) externally audited financial statements of such 
company or subsidiary. 
(3) AVAILABILITY.—Upon the request of the Board of Gov-
ernors, a nonbank financial company supervised by the Board 
of Governors, or a subsidiary thereof, shall promptly provide 
to the Board of Governors any information described in para-
graph (2). 
(b) EXAMINATIONS.— 
(1) IN GENERAL.—Subject to paragraph (2), the Board of 
Governors may examine any nonbank financial company super-
vised by the Board of Governors and any subsidiary of such 
company, to inform the Board of Governors of— 
(A) the nature of the operations and financial condition 
of the company and such subsidiary; 
(B) the financial, operational, and other risks of the 
company or such subsidiary that may pose a threat to 
the safety and soundness of such company or subsidiary 
or to the financial stability of the United States; 
(C) the systems for monitoring and controlling such 
risks; and 
(D) compliance by the company or such subsidiary 
with the requirements of this title. 
(2) USE OF EXAMINATION REPORTS AND INFORMATION.—For 
purposes of this subsection, the Board of Governors shall, to 
the fullest extent possible, rely on reports of examination of 
any subsidiary depository institution or functionally regulated 
subsidiary made by the primary financial regulatory agency 
for that subsidiary, and on information described in subsection 
(a)(2). 
(c) COORDINATION
WITH
PRIMARY
FINANCIAL
REGULATORY 
AGENCY.—The Board of Governors shall— 
(1) provide reasonable notice to, and consult with, the 
primary financial regulatory agency for any subsidiary before 
requiring a report or commencing an examination of such sub-
sidiary under this section; and 
(2) avoid duplication of examination activities, reporting 
requirements, and requests for information, to the fullest extent 
possible. 
SEC. 162. ENFORCEMENT. 
(a) IN GENERAL.—Except as provided in subsection (b), a 
nonbank financial company supervised by the Board of Governors 
and any subsidiaries of such company (other than any depository 
institution subsidiary) shall be subject to the provisions of sub-
sections (b) through (n) of section 8 of the Federal Deposit Insurance 
Act (12 U.S.C. 1818), in the same manner and to the same extent 
as if the company were a bank holding company, as provided
H. R. 4173—47 
in section 8(b)(3) of the Federal Deposit Insurance Act (12 U.S.C. 
1818(b)(3)). 
(b) ENFORCEMENT AUTHORITY FOR FUNCTIONALLY REGULATED 
SUBSIDIARIES.— 
(1) REFERRAL.—If the Board of Governors determines that 
a condition, practice, or activity of a depository institution 
subsidiary or functionally regulated subsidiary of a nonbank 
financial company supervised by the Board of Governors does 
not comply with the regulations or orders prescribed by the 
Board of Governors under this Act, or otherwise poses a threat 
to the financial stability of the United States, the Board of 
Governors may recommend, in writing, to the primary financial 
regulatory agency for the subsidiary that such agency initiate 
a supervisory action or enforcement proceeding. The rec-
ommendation shall be accompanied by a written explanation 
of the concerns giving rise to the recommendation. 
(2) BACK-UP AUTHORITY OF THE BOARD OF GOVERNORS.— 
If, during the 60-day period beginning on the date on which 
the primary financial regulatory agency receives a recommenda-
tion under paragraph (1), the primary financial regulatory 
agency does not take supervisory or enforcement action against 
a subsidiary that is acceptable to the Board of Governors, 
the Board of Governors (upon a vote of its members) may 
take the recommended supervisory or enforcement action, as 
if the subsidiary were a bank holding company subject to super-
vision by the Board of Governors. 
SEC. 163. ACQUISITIONS. 
(a) ACQUISITIONS OF BANKS; TREATMENT AS A BANK HOLDING 
COMPANY.—For purposes of section 3 of the Bank Holding Company 
Act of 1956 (12 U.S.C. 1842), a nonbank financial company super-
vised by the Board of Governors shall be deemed to be, and shall 
be treated as, a bank holding company. 
(b) ACQUISITION OF NONBANK COMPANIES.— 
(1) PRIOR
NOTICE
FOR
LARGE
ACQUISITIONS.—Notwith-
standing section 4(k)(6)(B) of the Bank Holding Company Act 
of 1956 (12 U.S.C. 1843(k)(6)(B)), a bank holding company 
with total consolidated assets equal to or greater than 
$50,000,000,000 or a nonbank financial company supervised 
by the Board of Governors shall not acquire direct or indirect 
ownership or control of any voting shares of any company 
(other than an insured depository institution) that is engaged 
in activities described in section 4(k) of the Bank Holding 
Company Act of 1956 having total consolidated assets of 
$10,000,000,000 or more, without providing written notice to 
the Board of Governors in advance of the transaction. 
(2) EXEMPTIONS.—The prior notice requirement in para-
graph (1) shall not apply with regard to the acquisition of 
shares that would qualify for the exemptions in section 4(c) 
or section 4(k)(4)(E) of the Bank Holding Company Act of 
1956 (12 U.S.C. 1843(c) and (k)(4)(E)). 
(3) NOTICE PROCEDURES.—The notice procedures set forth 
in section 4(j)(1) of the Bank Holding Company Act of 1956 
(12 U.S.C. 1843(j)(1)), without regard to section 4(j)(3) of that 
Act, shall apply to an acquisition of any company (other than 
an insured depository institution) by a bank holding company 
with total consolidated assets equal to or greater than
H. R. 4173—48 
$50,000,000,000 or a nonbank financial company supervised 
by the Board of Governors, as described in paragraph (1), 
including any such company engaged in activities described 
in section 4(k) of that Act. 
(4) STANDARDS FOR REVIEW.—In addition to the standards 
provided in section 4(j)(2) of the Bank Holding Company Act 
of 1956 (12 U.S.C. 1843(j)(2)), the Board of Governors shall 
consider the extent to which the proposed acquisition would 
result in greater or more concentrated risks to global or United 
States financial stability or the United States economy. 
(5) HART-SCOTT-RODINO FILING REQUIREMENT.—Solely for 
purposes of section 7A(c)(8) of the Clayton Act (15 U.S.C. 
18a(c)(8)), the transactions subject to the requirements of para-
graph (1) shall be treated as if Board of Governors approval 
is not required. 
SEC. 
164. 
PROHIBITION 
AGAINST 
MANAGEMENT 
INTERLOCKS 
BETWEEN CERTAIN FINANCIAL COMPANIES. 
A nonbank financial company supervised by the Board of Gov-
ernors shall be treated as a bank holding company for purposes 
of the Depository Institutions Management Interlocks Act (12 U.S.C. 
3201 et seq.), except that the Board of Governors shall not exercise 
the authority provided in section 7 of that Act (12 U.S.C. 3207) 
to permit service by a management official of a nonbank financial 
company supervised by the Board of Governors as a management 
official of any bank holding company with total consolidated assets 
equal to or greater than $50,000,000,000, or other nonaffiliated 
nonbank financial company supervised by the Board of Governors 
(other than to provide a temporary exemption for interlocks 
resulting from a merger, acquisition, or consolidation). 
SEC. 165. ENHANCED SUPERVISION AND PRUDENTIAL STANDARDS 
FOR NONBANK FINANCIAL COMPANIES SUPERVISED BY 
THE BOARD OF GOVERNORS AND CERTAIN BANK HOLDING 
COMPANIES. 
(a) IN GENERAL.— 
(1) PURPOSE.—In order to prevent or mitigate risks to 
the financial stability of the United States that could arise 
from the material financial distress or failure, or ongoing activi-
ties, of large, interconnected financial institutions, the Board 
of Governors shall, on its own or pursuant to recommendations 
by the Council under section 115, establish prudential stand-
ards for nonbank financial companies supervised by the Board 
of Governors and bank holding companies with total consoli-
dated assets equal to or greater than $50,000,000,000 that— 
(A) are more stringent than the standards and require-
ments applicable to nonbank financial companies and bank 
holding companies that do not present similar risks to 
the financial stability of the United States; and 
(B) increase in stringency, based on the considerations 
identified in subsection (b)(3). 
(2) TAILORED APPLICATION.— 
(A) IN
GENERAL.—In prescribing more stringent 
prudential standards under this section, the Board of Gov-
ernors may, on its own or pursuant to a recommendation 
by the Council in accordance with section 115, differentiate 
among companies on an individual basis or by category, 
taking into consideration their capital structure, riskiness,
H. R. 4173—49 
complexity, financial activities (including the financial 
activities of their subsidiaries), size, and any other risk- 
related factors that the Board of Governors deems appro-
priate. 
(B) ADJUSTMENT OF THRESHOLD FOR APPLICATION OF 
CERTAIN STANDARDS.—The Board of Governors may, pursu-
ant to a recommendation by the Council in accordance 
with section 115, establish an asset threshold above 
$50,000,000,000 for the application of any standard estab-
lished under subsections (c) through (g). 
(b) DEVELOPMENT OF PRUDENTIAL STANDARDS.— 
(1) IN GENERAL.— 
(A) REQUIRED STANDARDS.—The Board of Governors 
shall establish prudential standards for nonbank financial 
companies supervised by the Board of Governors and bank 
holding companies described in subsection (a), that shall 
include— 
(i) risk-based capital requirements and leverage 
limits, unless the Board of Governors, in consultation 
with the Council, determines that such requirements 
are not appropriate for a company subject to more 
stringent prudential standards because of the activities 
of such company (such as investment company activi-
ties or assets under management) or structure, in 
which case, the Board of Governors shall apply other 
standards that result in similarly stringent risk con-
trols; 
(ii) liquidity requirements; 
(iii) overall risk management requirements; 
(iv) resolution plan and credit exposure report 
requirements; and 
(v) concentration limits. 
(B) ADDITIONAL STANDARDS AUTHORIZED.—The Board 
of Governors may establish additional prudential standards 
for nonbank financial companies supervised by the Board 
of Governors and bank holding companies described in 
subsection (a), that include— 
(i) a contingent capital requirement; 
(ii) enhanced public disclosures; 
(iii) short-term debt limits; and 
(iv) such other prudential standards as the Board 
or Governors, on its own or pursuant to a recommenda-
tion made by the Council in accordance with section 
115, determines are appropriate. 
(2) STANDARDS
FOR
FOREIGN
FINANCIAL
COMPANIES.—In 
applying the standards set forth in paragraph (1) to any foreign 
nonbank financial company supervised by the Board of Gov-
ernors or foreign-based bank holding company, the Board of 
Governors shall— 
(A) give due regard to the principle of national treat-
ment and equality of competitive opportunity; and 
(B) take into account the extent to which the foreign 
financial company is subject on a consolidated basis to 
home country standards that are comparable to those 
applied to financial companies in the United States. 
(3) CONSIDERATIONS.—In prescribing prudential standards 
under paragraph (1), the Board of Governors shall—
H. R. 4173—50 
(A) take into account differences among nonbank finan-
cial companies supervised by the Board of Governors and 
bank holding companies described in subsection (a), based 
on— 
(i) the factors described in subsections (a) and 
(b) of section 113; 
(ii) whether the company owns an insured deposi-
tory institution; 
(iii) nonfinancial activities and affiliations of the 
company; and 
(iv) any other risk-related factors that the Board 
of Governors determines appropriate; 
(B) to the extent possible, ensure that small changes 
in the factors listed in subsections (a) and (b) of section 
113 would not result in sharp, discontinuous changes in 
the prudential standards established under paragraph (1) 
of this subsection; 
(C) take into account any recommendations of the 
Council under section 115; and 
(D) adapt the required standards as appropriate in 
light of any predominant line of business of such company, 
including assets under management or other activities for 
which particular standards may not be appropriate. 
(4) CONSULTATION.—Before imposing prudential standards 
or any other requirements pursuant to this section, including 
notices of deficiencies in resolution plans and more stringent 
requirements or divestiture orders resulting from such notices, 
that are likely to have a significant impact on a functionally 
regulated subsidiary or depository institution subsidiary of a 
nonbank financial company supervised by the Board of Gov-
ernors or a bank holding company described in subsection (a), 
the Board of Governors shall consult with each Council member 
that primarily supervises any such subsidiary with respect 
to any such standard or requirement. 
(5) REPORT.—The Board of Governors shall submit an 
annual report to Congress regarding the implementation of 
the prudential standards required pursuant to paragraph (1), 
including the use of such standards to mitigate risks to the 
financial stability of the United States. 
(c) CONTINGENT CAPITAL.— 
(1) IN GENERAL.—Subsequent to submission by the Council 
of a report to Congress under section 115(c), the Board of 
Governors may issue regulations that require each nonbank 
financial company supervised by the Board of Governors and 
bank holding companies described in subsection (a) to maintain 
a minimum amount of contingent capital that is convertible 
to equity in times of financial stress. 
(2) FACTORS TO CONSIDER.—In issuing regulations under 
this subsection, the Board of Governors shall consider— 
(A) the results of the study undertaken by the Council, 
and any recommendations of the Council, under section 
115(c); 
(B) an appropriate transition period for implementation 
of contingent capital under this subsection; 
(C) the factors described in subsection (b)(3)(A); 
(D) capital requirements applicable to the nonbank 
financial company supervised by the Board of Governors
H. R. 4173—51 
or a bank holding company described in subsection (a), 
and subsidiaries thereof; and 
(E) any other factor that the Board of Governors deems 
appropriate. 
(d) RESOLUTION PLAN AND CREDIT EXPOSURE REPORTS.— 
(1) RESOLUTION
PLAN.—The Board of Governors shall 
require each nonbank financial company supervised by the 
Board of Governors and bank holding companies described in 
subsection (a) to report periodically to the Board of Governors, 
the Council, and the Corporation the plan of such company 
for rapid and orderly resolution in the event of material finan-
cial distress or failure, which shall include— 
(A) information regarding the manner and extent to 
which any insured depository institution affiliated with 
the company is adequately protected from risks arising 
from the activities of any nonbank subsidiaries of the com-
pany; 
(B) full descriptions of the ownership structure, assets, 
liabilities, and contractual obligations of the company; 
(C) identification of the cross-guarantees tied to dif-
ferent securities, identification of major counterparties, and 
a process for determining to whom the collateral of the 
company is pledged; and 
(D) any other information that the Board of Governors 
and the Corporation jointly require by rule or order. 
(2) CREDIT EXPOSURE REPORT.—The Board of Governors 
shall require each nonbank financial company supervised by 
the Board of Governors and bank holding companies described 
in subsection (a) to report periodically to the Board of Gov-
ernors, the Council, and the Corporation on— 
(A) the nature and extent to which the company has 
credit exposure to other significant nonbank financial 
companies and significant bank holding companies; and 
(B) the nature and extent to which other significant 
nonbank financial companies and significant bank holding 
companies have credit exposure to that company. 
(3) REVIEW.—The Board of Governors and the Corporation 
shall review the information provided in accordance with this 
subsection by each nonbank financial company supervised by 
the Board of Governors and bank holding company described 
in subsection (a). 
(4) NOTICE OF DEFICIENCIES.—If the Board of Governors 
and the Corporation jointly determine, based on their review 
under paragraph (3), that the resolution plan of a nonbank 
financial company supervised by the Board of Governors or 
a bank holding company described in subsection (a) is not 
credible or would not facilitate an orderly resolution of the 
company under title 11, United States Code— 
(A) the Board of Governors and the Corporation shall 
notify the company of the deficiencies in the resolution 
plan; and 
(B) the company shall resubmit the resolution plan 
within a timeframe determined by the Board of Governors 
and the Corporation, with revisions demonstrating that 
the plan is credible and would result in an orderly resolu-
tion under title 11, United States Code, including any
H. R. 4173—52 
proposed changes in business operations and corporate 
structure to facilitate implementation of the plan. 
(5) FAILURE TO RESUBMIT CREDIBLE PLAN.— 
(A) IN
GENERAL.—If a nonbank financial company 
supervised by the Board of Governors or a bank holding 
company described in subsection (a) fails to timely resubmit 
the resolution plan as required under paragraph (4), with 
such revisions as are required under subparagraph (B), 
the Board of Governors and the Corporation may jointly 
impose more stringent capital, leverage, or liquidity 
requirements, or restrictions on the growth, activities, or 
operations of the company, or any subsidiary thereof, until 
such time as the company resubmits a plan that remedies 
the deficiencies. 
(B) DIVESTITURE.—The Board of Governors and the 
Corporation, in consultation with the Council, may jointly 
direct a nonbank financial company supervised by the 
Board of Governors or a bank holding company described 
in subsection (a), by order, to divest certain assets or oper-
ations identified by the Board of Governors and the Cor-
poration, to facilitate an orderly resolution of such company 
under title 11, United States Code, in the event of the 
failure of such company, in any case in which— 
(i) the Board of Governors and the Corporation 
have jointly imposed more stringent requirements on 
the company pursuant to subparagraph (A); and 
(ii) the company has failed, within the 2-year 
period beginning on the date of the imposition of such 
requirements under subparagraph (A), to resubmit the 
resolution plan with such revisions as were required 
under paragraph (4)(B). 
(6) NO LIMITING EFFECT.—A resolution plan submitted in 
accordance with this subsection shall not be binding on a bank-
ruptcy court, a receiver appointed under title II, or any other 
authority that is authorized or required to resolve the nonbank 
financial company supervised by the Board, any bank holding 
company, or any subsidiary or affiliate of the foregoing. 
(7) NO
PRIVATE
RIGHT
OF
ACTION.—No private right of 
action may be based on any resolution plan submitted in accord-
ance with this subsection. 
(8) RULES.—Not later than 18 months after the date of 
enactment of this Act, the Board of Governors and the Corpora-
tion shall jointly issue final rules implementing this subsection. 
(e) CONCENTRATION LIMITS.— 
(1) STANDARDS.—In order to limit the risks that the failure 
of any individual company could pose to a nonbank financial 
company supervised by the Board of Governors or a bank 
holding company described in subsection (a), the Board of Gov-
ernors, by regulation, shall prescribe standards that limit such 
risks. 
(2) LIMITATION ON CREDIT EXPOSURE.—The regulations pre-
scribed by the Board of Governors under paragraph (1) shall 
prohibit each nonbank financial company supervised by the 
Board of Governors and bank holding company described in 
subsection (a) from having credit exposure to any unaffiliated 
company that exceeds 25 percent of the capital stock and sur-
plus (or such lower amount as the Board of Governors may
H. R. 4173—53 
determine by regulation to be necessary to mitigate risks to 
the financial stability of the United States) of the company. 
(3) CREDIT
EXPOSURE.—For purposes of paragraph (2), 
‘‘credit exposure’’ to a company means— 
(A) all extensions of credit to the company, including 
loans, deposits, and lines of credit; 
(B) all repurchase agreements and reverse repurchase 
agreements with the company, and all securities borrowing 
and lending transactions with the company, to the extent 
that such transactions create credit exposure for the 
nonbank financial company supervised by the Board of 
Governors or a bank holding company described in sub-
section (a); 
(C) all guarantees, acceptances, or letters of credit 
(including endorsement or standby letters of credit) issued 
on behalf of the company; 
(D) all purchases of or investment in securities issued 
by the company; 
(E) counterparty credit exposure to the company in 
connection with a derivative transaction between the 
nonbank financial company supervised by the Board of 
Governors or a bank holding company described in sub-
section (a) and the company; and 
(F) any other similar transactions that the Board of 
Governors, by regulation, determines to be a credit expo-
sure for purposes of this section. 
(4) ATTRIBUTION RULE.—For purposes of this subsection, 
any transaction by a nonbank financial company supervised 
by the Board of Governors or a bank holding company described 
in subsection (a) with any person is a transaction with a com-
pany, to the extent that the proceeds of the transaction are 
used for the benefit of, or transferred to, that company. 
(5) RULEMAKING.—The Board of Governors may issue such 
regulations and orders, including definitions consistent with 
this section, as may be necessary to administer and carry 
out this subsection. 
(6) EXEMPTIONS.—This subsection shall not apply to any 
Federal home loan bank. The Board of Governors may, by 
regulation or order, exempt transactions, in whole or in part, 
from the definition of the term ‘‘credit exposure’’ for purposes 
of this subsection, if the Board of Governors finds that the 
exemption is in the public interest and is consistent with the 
purpose of this subsection. 
(7) TRANSITION PERIOD.— 
(A) IN GENERAL.—This subsection and any regulations 
and orders of the Board of Governors under this subsection 
shall not be effective until 3 years after the date of enact-
ment of this Act. 
(B) EXTENSION AUTHORIZED.—The Board of Governors 
may extend the period specified in subparagraph (A) for 
not longer than an additional 2 years. 
(f) ENHANCED PUBLIC DISCLOSURES.—The Board of Governors 
may prescribe, by regulation, periodic public disclosures by nonbank 
financial companies supervised by the Board of Governors and 
bank holding companies described in subsection (a) in order to 
support market evaluation of the risk profile, capital adequacy, 
and risk management capabilities thereof.
H. R. 4173—54 
(g) SHORT-TERM DEBT LIMITS.— 
(1) IN GENERAL.—In order to mitigate the risks that an 
over-accumulation of short-term debt could pose to financial 
companies and to the stability of the United States financial 
system, the Board of Governors may, by regulation, prescribe 
a limit on the amount of short-term debt, including off-balance 
sheet exposures, that may be accumulated by any bank holding 
company described in subsection (a) and any nonbank financial 
company supervised by the Board of Governors. 
(2) BASIS OF LIMIT.—Any limit prescribed under paragraph 
(1) shall be based on the short-term debt of the company 
described in paragraph (1) as a percentage of capital stock 
and surplus of the company or on such other measure as 
the Board of Governors considers appropriate. 
(3) SHORT-TERM DEBT DEFINED.—For purposes of this sub-
section, the term ‘‘short-term debt’’ means such liabilities with 
short-dated maturity that the Board of Governors identifies, 
by regulation, except that such term does not include insured 
deposits. 
(4) RULEMAKING
AUTHORITY.—In addition to prescribing 
regulations under paragraphs (1) and (3), the Board of Gov-
ernors may prescribe such regulations, including definitions 
consistent with this subsection, and issue such orders, as may 
be necessary to carry out this subsection. 
(5) AUTHORITY TO ISSUE EXEMPTIONS AND ADJUSTMENTS.— 
Notwithstanding the Bank Holding Company Act of 1956 (12 
U.S.C. 1841 et seq.), the Board of Governors may, if it deter-
mines such action is necessary to ensure appropriate heightened 
prudential supervision, with respect to a company described 
in paragraph (1) that does not control an insured depository 
institution, issue to such company an exemption from or adjust-
ment to the limit prescribed under paragraph (1). 
(h) RISK COMMITTEE.— 
(1) NONBANK
FINANCIAL
COMPANIES
SUPERVISED
BY
THE 
BOARD OF GOVERNORS.—The Board of Governors shall require 
each nonbank financial company supervised by the Board of 
Governors that is a publicly traded company to establish a 
risk committee, as set forth in paragraph (3), not later than 
1 year after the date of receipt of a notice of final determination 
under section 113(e)(3) with respect to such nonbank financial 
company supervised by the Board of Governors. 
(2) CERTAIN BANK HOLDING COMPANIES.— 
(A) MANDATORY
REGULATIONS.—The Board of Gov-
ernors shall issue regulations requiring each bank holding 
company that is a publicly traded company and that has 
total consolidated assets of not less than $10,000,000,000 
to establish a risk committee, as set forth in paragraph 
(3). 
(B) PERMISSIVE REGULATIONS.—The Board of Governors 
may require each bank holding company that is a publicly 
traded company and that has total consolidated assets 
of less than $10,000,000,000 to establish a risk committee, 
as set forth in paragraph (3), as determined necessary 
or appropriate by the Board of Governors to promote sound 
risk management practices. 
(3) RISK COMMITTEE.—A risk committee required by this 
subsection shall—
H. R. 4173—55 
(A) be responsible for the oversight of the enterprise- 
wide risk management practices of the nonbank financial 
company supervised by the Board of Governors or bank 
holding company described in subsection (a), as applicable; 
(B) include such number of independent directors as 
the Board of Governors may determine appropriate, based 
on the nature of operations, size of assets, and other appro-
priate criteria related to the nonbank financial company 
supervised by the Board of Governors or a bank holding 
company described in subsection (a), as applicable; and 
(C) include at least 1 risk management expert having 
experience in identifying, assessing, and managing risk 
exposures of large, complex firms. 
(4) RULEMAKING.—The Board of Governors shall issue final 
rules to carry out this subsection, not later than 1 year after 
the transfer date, to take effect not later than 15 months 
after the transfer date. 
(i) STRESS TESTS.— 
(1) BY THE BOARD OF GOVERNORS.— 
(A) ANNUAL TESTS REQUIRED.—The Board of Governors, 
in coordination with the appropriate primary financial 
regulatory agencies and the Federal Insurance Office, shall 
conduct annual analyses in which nonbank financial 
companies supervised by the Board of Governors and bank 
holding companies described in subsection (a) are subject 
to evaluation of whether such companies have the capital, 
on a total consolidated basis, necessary to absorb losses 
as a result of adverse economic conditions. 
(B) TEST PARAMETERS AND CONSEQUENCES.—The Board 
of Governors— 
(i) shall provide for at least 3 different sets of 
conditions under which the evaluation required by this 
subsection shall be conducted, including baseline, 
adverse, and severely adverse; 
(ii) may require the tests described in subpara-
graph (A) at bank holding companies and nonbank 
financial companies, in addition to those for which 
annual tests are required under subparagraph (A); 
(iii) may develop and apply such other analytic 
techniques as are necessary to identify, measure, and 
monitor risks to the financial stability of the United 
States; 
(iv) shall require the companies described in 
subparagraph (A) to update their resolution plans 
required under subsection (d)(1), as the Board of Gov-
ernors determines appropriate, based on the results 
of the analyses; and 
(v) shall publish a summary of the results of the 
tests required under subparagraph (A) or clause (ii) 
of this subparagraph. 
(2) BY THE COMPANY.— 
(A) REQUIREMENT.—A nonbank financial company 
supervised by the Board of Governors and a bank holding 
company described in subsection (a) shall conduct semi-
annual stress tests. All other financial companies that have 
total consolidated assets of more than $10,000,000,000 and 
are regulated by a primary Federal financial regulatory
H. R. 4173—56 
agency shall conduct annual stress tests. The tests required 
under this subparagraph shall be conducted in accordance 
with the regulations prescribed under subparagraph (C). 
(B) REPORT.—A company required to conduct stress 
tests under subparagraph (A) shall submit a report to 
the Board of Governors and to its primary financial regu-
latory agency at such time, in such form, and containing 
such information as the primary financial regulatory 
agency shall require. 
(C) REGULATIONS.—Each Federal primary financial 
regulatory agency, in coordination with the Board of Gov-
ernors and the Federal Insurance Office, shall issue con-
sistent and comparable regulations to implement this para-
graph that shall— 
(i) define the term ‘‘stress test’’ for purposes of 
this paragraph; 
(ii) establish methodologies for the conduct of 
stress tests required by this paragraph that shall pro-
vide for at least 3 different sets of conditions, including 
baseline, adverse, and severely adverse; 
(iii) establish the form and content of the report 
required by subparagraph (B); and 
(iv) require companies subject to this paragraph 
to publish a summary of the results of the required 
stress tests. 
(j) LEVERAGE LIMITATION.— 
(1) REQUIREMENT.—The Board of Governors shall require 
a bank holding company with total consolidated assets equal 
to or greater than $50,000,000,000 or a nonbank financial com-
pany supervised by the Board of Governors to maintain a 
debt to equity ratio of no more than 15 to 1, upon a determina-
tion by the Council that such company poses a grave threat 
to the financial stability of the United States and that the 
imposition of such requirement is necessary to mitigate the 
risk that such company poses to the financial stability of the 
United States. Nothing in this paragraph shall apply to a 
Federal home loan bank. 
(2) CONSIDERATIONS.—In making a determination under 
this subsection, the Council shall consider the factors described 
in subsections (a) and (b) of section 113 and any other risk- 
related factors that the Council deems appropriate. 
(3) REGULATIONS.—The Board of Governors shall promul-
gate regulations to establish procedures and timelines for com-
plying with the requirements of this subsection. 
(k) INCLUSION
OF OFF-BALANCE-SHEET ACTIVITIES
IN COM-
PUTING CAPITAL REQUIREMENTS.— 
(1) IN GENERAL.—In the case of any bank holding company 
described in subsection (a) or nonbank financial company super-
vised by the Board of Governors, the computation of capital 
for purposes of meeting capital requirements shall take into 
account any off-balance-sheet activities of the company. 
(2) EXEMPTIONS.—If the Board of Governors determines 
that an exemption from the requirement under paragraph (1) 
is appropriate, the Board of Governors may exempt a company, 
or any transaction or transactions engaged in by such company, 
from the requirements of paragraph (1).
H. R. 4173—57 
(3) OFF-BALANCE-SHEET ACTIVITIES DEFINED.—For purposes 
of this subsection, the term ‘‘off-balance-sheet activities’’ means 
an existing liability of a company that is not currently a balance 
sheet liability, but may become one upon the happening of 
some future event, including the following transactions, to the 
extent that they may create a liability: 
(A) Direct credit substitutes in which a bank sub-
stitutes its own credit for a third party, including standby 
letters of credit. 
(B) Irrevocable letters of credit that guarantee repay-
ment of commercial paper or tax-exempt securities. 
(C) Risk participations in bankers’ acceptances. 
(D) Sale and repurchase agreements. 
(E) Asset sales with recourse against the seller. 
(F) Interest rate swaps. 
(G) Credit swaps. 
(H) Commodities contracts. 
(I) Forward contracts. 
(J) Securities contracts. 
(K) Such other activities or transactions as the Board 
of Governors may, by rule, define. 
SEC. 166. EARLY REMEDIATION REQUIREMENTS. 
(a) IN GENERAL.—The Board of Governors, in consultation with 
the Council and the Corporation, shall prescribe regulations estab-
lishing requirements to provide for the early remediation of financial 
distress of a nonbank financial company supervised by the Board 
of Governors or a bank holding company described in section 165(a), 
except that nothing in this subsection authorizes the provision 
of financial assistance from the Federal Government. 
(b) PURPOSE
OF
THE EARLY REMEDIATION REQUIREMENTS.— 
The purpose of the early remediation requirements under subsection 
(a) shall be to establish a series of specific remedial actions to 
be taken by a nonbank financial company supervised by the Board 
of Governors or a bank holding company described in section 165(a) 
that is experiencing increasing financial distress, in order to mini-
mize the probability that the company will become insolvent and 
the potential harm of such insolvency to the financial stability 
of the United States. 
(c) REMEDIATION REQUIREMENTS.—The regulations prescribed 
by the Board of Governors under subsection (a) shall— 
(1) define measures of the financial condition of the com-
pany, including regulatory capital, liquidity measures, and 
other forward-looking indicators; and 
(2) establish requirements that increase in stringency as 
the financial condition of the company declines, including— 
(A) requirements in the initial stages of financial 
decline, including limits on capital distributions, acquisi-
tions, and asset growth; and 
(B) requirements at later stages of financial decline, 
including a capital restoration plan and capital-raising 
requirements, limits on transactions with affiliates, 
management changes, and asset sales. 
SEC. 167. AFFILIATIONS. 
(a) AFFILIATIONS.—Nothing in this subtitle shall be construed 
to require a nonbank financial company supervised by the Board
H. R. 4173—58 
of Governors, or a company that controls a nonbank financial com-
pany supervised by the Board of Governors, to conform the activities 
thereof to the requirements of section 4 of the Bank Holding Com-
pany Act of 1956 (12 U.S.C. 1843). 
(b) REQUIREMENT.— 
(1) IN GENERAL.— 
(A) BOARD AUTHORITY.—If a nonbank financial com-
pany supervised by the Board of Governors conducts activi-
ties other than those that are determined to be financial 
in nature or incidental thereto under section 4(k) of the 
Bank Holding Company Act of 1956, the Board of Gov-
ernors may require such company to establish and conduct 
all or a portion of such activities that are determined 
to be financial in nature or incidental thereto in or through 
an intermediate holding company established pursuant to 
regulation of the Board of Governors, not later than 90 
days (or such longer period as the Board of Governors 
may deem appropriate) after the date on which the 
nonbank financial company supervised by the Board of 
Governors is notified of the determination of the Board 
of Governors under this section. 
(B) NECESSARY
ACTIONS.—Notwithstanding subpara-
graph (A), the Board of Governors shall require a nonbank 
financial company supervised by the Board of Governors 
to establish an intermediate holding company if the Board 
of Governors makes a determination that the establishment 
of such intermediate holding company is necessary to— 
(i) appropriately supervise activities that are deter-
mined to be financial in nature or incidental thereto; 
or 
(ii) to ensure that supervision by the Board of 
Governors does not extend to the commercial activities 
of such nonbank financial company. 
(2) INTERNAL FINANCIAL ACTIVITIES.—For purposes of this 
subsection, activities that are determined to be financial in 
nature or incidental thereto under section 4(k) of the Bank 
Holding Company Act of 1956, as described in paragraph (1), 
shall not include internal financial activities, including internal 
treasury, investment, and employee benefit functions. With 
respect to any internal financial activity engaged in for the 
company or an affiliate and a non-affiliate of such company 
during the year prior to the date of enactment of this Act, 
such company (or an affiliate that is not an intermediate 
holding company or subsidiary of an intermediate holding com-
pany) may continue to engage in such activity, as long as 
not less than 2/3 of the assets or 2/3 of the revenues generated 
from the activity are from or attributable to such company 
or an affiliate, subject to review by the Board of Governors, 
to determine whether engaging in such activity presents undue 
risk to such company or to the financial stability of the United 
States. 
(3) SOURCE
OF
STRENGTH.—A company that directly or 
indirectly controls an intermediate holding company established 
under this section shall serve as a source of strength to its 
subsidiary intermediate holding company. 
(4) PARENT COMPANY REPORTS.—The Board of Governors 
may, from time to time, require reports under oath from a
H. R. 4173—59 
company that controls an intermediate holding company, and 
from the appropriate officers or directors of such company, 
solely for purposes of ensuring compliance with the provisions 
of this section, including assessing the ability of the company 
to serve as a source of strength to its subsidiary intermediate 
holding company pursuant to paragraph (3) and enforcing such 
compliance. 
(5) LIMITED PARENT COMPANY ENFORCEMENT.— 
(A) IN GENERAL.—In addition to any other authority 
of the Board of Governors, the Board of Governors may 
enforce compliance with the provisions of this subsection 
that are applicable to any company described in paragraph 
(1) that controls an intermediate holding company under 
section 8 of the Federal Deposit Insurance Act, and such 
company shall be subject to such section (solely for such 
purposes) in the same manner and to the same extent 
as if such company were a bank holding company. 
(B) APPLICATION OF OTHER ACT.—Any violation of this 
subsection by any company that controls an intermediate 
holding company may also be treated as a violation of 
the Federal Deposit Insurance Act for purposes of subpara-
graph (A). 
(C) NO EFFECT ON OTHER AUTHORITY.—No provision 
of this paragraph shall be construed as limiting any 
authority of the Board of Governors or any other Federal 
agency under any other provision of law. 
(c) REGULATIONS.—The Board of Governors— 
(1) shall promulgate regulations to establish the criteria 
for determining whether to require a nonbank financial com-
pany supervised by the Board of Governors to establish an 
intermediate holding company under subsection (b); and 
(2) may promulgate regulations to establish any restrictions 
or limitations on transactions between an intermediate holding 
company or a nonbank financial company supervised by the 
Board of Governors and its affiliates, as necessary to prevent 
unsafe and unsound practices in connection with transactions 
between such company, or any subsidiary thereof, and its 
parent company or affiliates that are not subsidiaries of such 
company, except that such regulations shall not restrict or 
limit any transaction in connection with the bona fide acquisi-
tion or lease by an unaffiliated person of assets, goods, or 
services. 
SEC. 168. REGULATIONS. 
The Board of Governors shall have authority to issue regula-
tions to implement subtitles A and C and the amendments made 
thereunder. Except as otherwise specified in subtitle A or C, not 
later than 18 months after the effective date of this Act, the Board 
of Governors shall issue final regulations to implement subtitles 
A and C, and the amendments made thereunder. 
SEC. 169. AVOIDING DUPLICATION. 
The Board of Governors shall take any action that the Board 
of Governors deems appropriate to avoid imposing requirements 
under this subtitle that are duplicative of requirements applicable 
to bank holding companies and nonbank financial companies under 
other provisions of law.
H. R. 4173—60 
SEC. 170. SAFE HARBOR. 
(a) REGULATIONS.—The Board of Governors shall promulgate 
regulations on behalf of, and in consultation with, the Council 
setting forth the criteria for exempting certain types or classes 
of U.S. nonbank financial companies or foreign nonbank financial 
companies from supervision by the Board of Governors. 
(b) CONSIDERATIONS.—In developing the criteria under sub-
section (a), the Board of Governors shall take into account the 
factors for consideration described in subsections (a) and (b) of 
section 113 in determining whether a U.S. nonbank financial com-
pany or foreign nonbank financial company shall be supervised 
by the Board of Governors. 
(c) RULE OF CONSTRUCTION.—Nothing in this section shall be 
construed to require supervision by the Board of Governors of 
a U.S. nonbank financial company or foreign nonbank financial 
company, if such company does not meet the criteria for exemption 
established under subsection (a). 
(d) REVISIONS.— 
(1) IN GENERAL.—The Board of Governors shall, in consulta-
tion with the Council, review the regulations promulgated 
under subsection (a), not less frequently than every 5 years, 
and based upon the review, the Board of Governors may revise 
such regulations on behalf of, and in consultation with, the 
Council to update as necessary the criteria set forth in such 
regulations. 
(2) TRANSITION PERIOD.—No revisions under paragraph (1) 
shall take effect before the end of the 2-year period after the 
date of publication of such revisions in final form. 
(e) REPORT.—The Chairman of the Board of Governors and 
the Chairperson of the Council shall submit a joint report to the 
Committee on Banking, Housing, and Urban Affairs of the Senate 
and the Committee on Financial Services of the House of Represent-
atives not later than 30 days after the date of the issuance in 
final form of regulations under subsection (a), or any subsequent 
revision to such regulations under subsection (d), as applicable. 
Such report shall include, at a minimum, the rationale for exemp-
tion and empirical evidence to support the criteria for exemption. 
SEC. 171. LEVERAGE AND RISK-BASED CAPITAL REQUIREMENTS. 
(a) DEFINITIONS.—For purposes of this section, the following 
definitions shall apply: 
(1) GENERALLY
APPLICABLE
LEVERAGE
CAPITAL
REQUIRE-
MENTS.—The term ‘‘generally applicable leverage capital 
requirements’’ means— 
(A) the minimum ratios of tier 1 capital to average 
total assets, as established by the appropriate Federal 
banking agencies to apply to insured depository institutions 
under the prompt corrective action regulations imple-
menting section 38 of the Federal Deposit Insurance Act, 
regardless of total consolidated asset size or foreign finan-
cial exposure; and 
(B) includes the regulatory capital components in the 
numerator of that capital requirement, average total assets 
in the denominator of that capital requirement, and the 
required ratio of the numerator to the denominator.
H. R. 4173—61 
(2) GENERALLY APPLICABLE RISK-BASED CAPITAL REQUIRE-
MENTS.—The term ‘‘generally applicable risk-based capital 
requirements’’ means— 
(A) the risk-based capital requirements, as established 
by the appropriate Federal banking agencies to apply to 
insured depository institutions under the prompt corrective 
action regulations implementing section 38 of the Federal 
Deposit Insurance Act, regardless of total consolidated asset 
size or foreign financial exposure; and 
(B) includes the regulatory capital components in the 
numerator of those capital requirements, the risk-weighted 
assets in the denominator of those capital requirements, 
and the required ratio of the numerator to the denominator. 
(3) DEFINITION OF DEPOSITORY INSTITUTION HOLDING COM-
PANY.—The term ‘‘depository institution holding company’’ 
means a bank holding company or a savings and loan holding 
company (as those terms are defined in section 3 of the Federal 
Deposit Insurance Act) that is organized in the United States, 
including any bank or savings and loan holding company that 
is owned or controlled by a foreign organization, but does not 
include the foreign organization. 
(b) MINIMUM CAPITAL REQUIREMENTS.— 
(1) MINIMUM
LEVERAGE
CAPITAL
REQUIREMENTS.—The 
appropriate Federal banking agencies shall establish minimum 
leverage capital requirements on a consolidated basis for 
insured depository institutions, depository institution holding 
companies, and nonbank financial companies supervised by 
the Board of Governors. The minimum leverage capital require-
ments established under this paragraph shall not be less than 
the generally applicable leverage capital requirements, which 
shall serve as a floor for any capital requirements that the 
agency may require, nor quantitatively lower than the generally 
applicable leverage capital requirements that were in effect 
for insured depository institutions as of the date of enactment 
of this Act. 
(2) MINIMUM
RISK-BASED
CAPITAL
REQUIREMENTS.—The 
appropriate Federal banking agencies shall establish minimum 
risk-based capital requirements on a consolidated basis for 
insured depository institutions, depository institution holding 
companies, and nonbank financial companies supervised by 
the Board of Governors. The minimum risk-based capital 
requirements established under this paragraph shall not be 
less than the generally applicable risk-based capital require-
ments, which shall serve as a floor for any capital requirements 
that the agency may require, nor quantitatively lower than 
the generally applicable risk-based capital requirements that 
were in effect for insured depository institutions as of the 
date of enactment of this Act. 
(3) INVESTMENTS IN FINANCIAL SUBSIDIARIES.—For purposes 
of this section, investments in financial subsidiaries that 
insured depository institutions are required to deduct from 
regulatory capital under section 5136A of the Revised Statutes 
of the United States or section 46(a)(2) of the Federal Deposit 
Insurance Act need not be deducted from regulatory capital 
by depository institution holding companies or nonbank finan-
cial companies supervised by the Board of Governors, unless 
such capital deduction is required by the Board of Governors
H. R. 4173—62 
or the primary financial regulatory agency in the case of 
nonbank financial companies supervised by the Board of Gov-
ernors. 
(4) EFFECTIVE DATES AND PHASE-IN PERIODS.— 
(A) DEBT OR EQUITY INSTRUMENTS ON OR AFTER MAY 
19, 2010.—For debt or equity instruments issued on or after 
May 19, 2010, by depository institution holding companies 
or by nonbank financial companies supervised by the Board 
of Governors, this section shall be deemed to have become 
effective as of May 19, 2010. 
(B) DEBT OR EQUITY INSTRUMENTS ISSUED BEFORE MAY 
19, 2010.—For debt or equity instruments issued before May 
19, 2010, by depository institution holding companies or 
by nonbank financial companies supervised by the Board 
of Governors, any regulatory capital deductions required 
under this section shall be phased in incrementally over 
a period of 3 years, with the phase-in period to begin 
on January 1, 2013, except as set forth in subparagraph 
(C). 
(C) DEBT OR EQUITY INSTRUMENTS OF SMALLER INSTITU-
TIONS.—For debt or equity instruments issued before May 
19, 2010, by depository institution holding companies with 
total consolidated assets of less than $15,000,000,000 as 
of December 31, 2009, and by organizations that were 
mutual holding companies on May 19, 2010, the capital 
deductions that would be required for other institutions 
under this section are not required as a result of this 
section. 
(D) DEPOSITORY INSTITUTION HOLDING COMPANIES NOT 
PREVIOUSLY SUPERVISED BY THE BOARD OF GOVERNORS.— 
For any depository institution holding company that was 
not supervised by the Board of Governors as of May 19, 
2010, the requirements of this section, except as set forth 
in subparagraphs (A) and (B), shall be effective 5 years 
after the date of enactment of this Act 
(E) CERTAIN BANK HOLDING COMPANY SUBSIDIARIES OF 
FOREIGN BANKING ORGANIZATIONS.—For bank holding com-
pany subsidiaries of foreign banking organizations that 
have relied on Supervision and Regulation Letter SR-01- 
1 issued by the Board of Governors (as in effect on May 
19, 2010), the requirements of this section, except as set 
forth in subparagraph (A), shall be effective 5 years after 
the date of enactment of this Act. 
(5) EXCEPTIONS.—This section shall not apply to— 
(A) debt or equity instruments issued to the United 
States or any agency or instrumentality thereof pursuant 
to the Emergency Economic Stabilization Act of 2008, and 
prior to October 4, 2010; 
(B) any Federal home loan bank; or 
(C) any small bank holding company that is subject 
to the Small Bank Holding Company Policy Statement 
of the Board of Governors, as in effect on May 19, 2010. 
(6) STUDY AND REPORT ON SMALL INSTITUTION ACCESS TO 
CAPITAL.— 
(A) STUDY REQUIRED.—The Comptroller General of the 
United States, after consultation with the Federal banking
H. R. 4173—63 
agencies, shall conduct a study of access to capital by 
smaller insured depository institutions. 
(B) SCOPE.—For purposes of this study required by 
subparagraph (A), the term ‘‘smaller insured depository 
institution’’ means an insured depository institution with 
total consolidated assets of $5,000,000,000 or less. 
(C) REPORT TO CONGRESS.—Not later than 18 months 
after the date of enactment of this Act, the Comptroller 
General of the United States shall submit to the Committee 
on Banking, Housing, and Urban Affairs of the Senate 
and the Committee on Financial Services of the House 
of Representatives a report summarizing the results of 
the study conducted under subparagraph (A), together with 
any recommendations for legislative or regulatory action 
that would enhance the access to capital of smaller insured 
depository institutions, in a manner that is consistent with 
safe and sound banking operations. 
(7) CAPITAL REQUIREMENTS TO ADDRESS ACTIVITIES THAT 
POSE RISKS TO THE FINANCIAL SYSTEM.— 
(A) IN GENERAL.—Subject to the recommendations of 
the Council, in accordance with section 120, the Federal 
banking agencies shall develop capital requirements 
applicable to insured depository institutions, depository 
institution holding companies, and nonbank financial 
companies supervised by the Board of Governors that 
address the risks that the activities of such institutions 
pose, not only to the institution engaging in the activity, 
but to other public and private stakeholders in the event 
of adverse performance, disruption, or failure of the institu-
tion or the activity. 
(B) CONTENT.—Such rules shall address, at a min-
imum, the risks arising from— 
(i) significant volumes of activity in derivatives, 
securitized products purchased and sold, financial 
guarantees purchased and sold, securities borrowing 
and lending, and repurchase agreements and reverse 
repurchase agreements; 
(ii) concentrations in assets for which the values 
presented in financial reports are based on models 
rather than historical cost or prices deriving from deep 
and liquid 2-way markets; and 
(iii) concentrations in market share for any activity 
that would substantially disrupt financial markets if 
the institution is forced to unexpectedly cease the 
activity. 
SEC. 172. EXAMINATION AND ENFORCEMENT ACTIONS FOR INSUR-
ANCE AND ORDERLY LIQUIDATION PURPOSES. 
(a) EXAMINATIONS
FOR
INSURANCE
AND
RESOLUTION
PUR-
POSES.—Section 10(b)(3) of the Federal Deposit Insurance Act (12 
U.S.C. 1820(b)(3)) is amended— 
(1) by striking ‘‘In addition’’ and inserting the following: 
‘‘(A) IN GENERAL.—In addition’’; and 
(2) by striking ‘‘whenever the board of directors determines’’ 
and all that follows through the period and inserting the fol-
lowing: ‘‘or nonbank financial company supervised by the Board 
of Governors or a bank holding company described in section
H. R. 4173—64 
165(a) of the Financial Stability Act of 2010, whenever the 
Board of Directors determines that a special examination of 
any such depository institution is necessary to determine the 
condition of such depository institution for insurance purposes, 
or of such nonbank financial company supervised by the Board 
of Governors or bank holding company described in section 
165(a) of the Financial Stability Act of 2010, for the purpose 
of implementing its authority to provide for orderly liquidation 
of any such company under title II of that Act, provided that 
such authority may not be used with respect to any such 
company that is in a generally sound condition. 
‘‘(B) LIMITATION.—Before conducting a special exam-
ination of a nonbank financial company supervised by the 
Board of Governors or a bank holding company described 
in section 165(a) of the Financial Stability Act of 2010, 
the Corporation shall review any available and acceptable 
resolution plan that the company has submitted in accord-
ance with section 165(d) of that Act, consistent with the 
nonbinding effect of such plan, and available reports of 
examination, and shall coordinate to the maximum extent 
practicable with the Board of Governors, in order to mini-
mize duplicative or conflicting examinations.’’. 
(b) ENFORCEMENT AUTHORITY.—Section 8(t) of the Federal 
Deposit Insurance Act (12 U.S.C. 1818(t)) is amended— 
(1) in paragraph (1), by inserting ‘‘, any depository institu-
tion holding company,’’ before ‘‘or any institution-affiliated 
party’’; 
(2) in paragraph (2)— 
(A) by striking ‘‘or’’ at the end of subparagraph (B); 
(B) at the end of subparagraph (C), by striking the 
period and inserting ‘‘or’’; and 
(C) by inserting at the end the following new subpara-
graph: 
‘‘(D) the conduct or threatened conduct (including any 
acts or omissions) of the depository institution holding com-
pany poses a risk to the Deposit Insurance Fund, provided 
that such authority may not be used with respect to a 
depository institution holding company that is in generally 
sound condition and whose conduct does not pose a foresee-
able and material risk of loss to the Deposit Insurance 
Fund;’’; and 
(3) by adding at the end the following: 
‘‘(6) POWERS
AND
DUTIES
WITH
RESPECT
TO
DEPOSITORY 
INSTITUTION HOLDING COMPANIES.—For purposes of exercising 
the backup authority provided in this subsection— 
‘‘(A) the Corporation shall have the same powers with 
respect to a depository institution holding company and 
its affiliates as the appropriate Federal banking agency 
has with respect to the holding company and its affiliates; 
and 
‘‘(B) the holding company and its affiliates shall have 
the same duties and obligations with respect to the Cor-
poration as the holding company and its affiliates have 
with respect to the appropriate Federal banking agency.’’. 
(c) RULE OF CONSTRUCTION.—Nothing in this Act shall be con-
strued to limit or curtail the Corporation’s current authority to
H. R. 4173—65 
examine or bring enforcement actions with respect to any insured 
depository institution or institution-affiliated party. 
SEC. 173. ACCESS TO UNITED STATES FINANCIAL MARKET BY FOREIGN 
INSTITUTIONS. 
(a) ESTABLISHMENT OF FOREIGN BANK OFFICES IN THE UNITED 
STATES.—Section 7(d)(3) of the International Banking Act of 1978 
(12 U.S.C. 3105(d)(3)) is amended— 
(1) in subparagraph (C), by striking ‘‘and’’ at the end; 
(2) in subparagraph (D), by striking the period at the 
end of and inserting ‘‘; and’’; and 
(3) by adding at the end the following new subparagraph: 
‘‘(E) for a foreign bank that presents a risk to the 
stability of United States financial system, whether the 
home country of the foreign bank has adopted, or is making 
demonstrable progress toward adopting, an appropriate 
system of financial regulation for the financial system of 
such home country to mitigate such risk.’’. 
(b) TERMINATION OF FOREIGN BANK OFFICES IN THE UNITED 
STATES.—Section 7(e)(1) of the International Banking Act of 1978 
(12 U.S.C. 3105(e)(1)) is amended— 
(1) in subparagraph (A), by striking ‘‘or’’ at the end; 
(2) in subparagraph (B), by striking the period at the 
end of and inserting ‘‘; or’’; and 
(3) by inserting after subparagraph (B), the following new 
subparagraph: 
‘‘(C) for a foreign bank that presents a risk to the 
stability of the United States financial system, the home 
country of the foreign bank has not adopted, or made 
demonstrable progress toward adopting, an appropriate 
system of financial regulation to mitigate such risk.’’. 
(c) REGISTRATION OR SUCCESSION TO A UNITED STATES BROKER 
OR DEALER
AND TERMINATION
OF SUCH REGISTRATION.—Section 
15 of the Securities Exchange Act of 1934 (15 U.S.C. 78o) is 
amended by adding at the end the following new subsections: 
‘‘(k) REGISTRATION OR SUCCESSION TO A UNITED STATES BROKER 
OR DEALER.—In determining whether to permit a foreign person 
or an affiliate of a foreign person to register as a United States 
broker or dealer, or succeed to the registration of a United States 
broker or dealer, the Commission may consider whether, for a 
foreign person, or an affiliate of a foreign person that presents 
a risk to the stability of the United States financial system, the 
home country of the foreign person has adopted, or made demon-
strable progress toward adopting, an appropriate system of financial 
regulation to mitigate such risk. 
‘‘(l) TERMINATION OF A UNITED STATES BROKER OR DEALER.— 
For a foreign person or an affiliate of a foreign person that presents 
such a risk to the stability of the United States financial system, 
the Commission may determine to terminate the registration of 
such foreign person or an affiliate of such foreign person as a 
broker or dealer in the United States, if the Commission determines 
that the home country of the foreign person has not adopted, 
or made demonstrable progress toward adopting, an appropriate 
system of financial regulation to mitigate such risk.’’.
H. R. 4173—66 
SEC. 174. STUDIES AND REPORTS ON HOLDING COMPANY CAPITAL 
REQUIREMENTS. 
(a) STUDY OF HYBRID CAPITAL INSTRUMENTS.—The Comptroller 
General of the United States, in consultation with the Board of 
Governors, the Comptroller of the Currency, and the Corporation, 
shall conduct a study of the use of hybrid capital instruments 
as a component of Tier 1 capital for banking institutions and 
bank holding companies. The study shall consider— 
(1) the current use of hybrid capital instruments, such 
as trust preferred shares, as a component of Tier 1 capital; 
(2) the differences between the components of capital per-
mitted for insured depository institutions and those permitted 
for companies that control insured depository institutions; 
(3) the benefits and risks of allowing such instruments 
to be used to comply with Tier 1 capital requirements; 
(4) the economic impact of prohibiting the use of such 
capital instruments for Tier 1; 
(5) a review of the consequences of disqualifying trust 
preferred instruments, and whether it could lead to the failure 
or undercapitalization of existing banking organizations; 
(6) the international competitive implications prohibiting 
hybrid capital instruments for Tier 1; 
(7) the impact on the cost and availability of credit in 
the United States from such a prohibition; 
(8) the availability of capital for financial institutions with 
less than $10,000,000,000 in total assets; and 
(9) any other relevant factors relating to the safety and 
soundness of our financial system and potential economic 
impact of such a prohibition. 
(b) STUDY OF FOREIGN BANK INTERMEDIATE HOLDING COMPANY 
CAPITAL REQUIREMENTS.—The Comptroller General of the United 
States, in consultation with the Secretary, the Board of Governors, 
the Comptroller of the Currency, and the Corporation, shall conduct 
a study of capital requirements applicable to United States inter-
mediate holding companies of foreign banks that are bank holding 
companies or savings and loan holding companies. The study shall 
consider— 
(1) current Board of Governors policy regarding the treat-
ment of intermediate holding companies; 
(2) the principle of national treatment and equality of 
competitive opportunity for foreign banks operating in the 
United States; 
(3) the extent to which foreign banks are subject on a 
consolidated basis to home country capital standards com-
parable to United States capital standards; 
(4) potential effects on United States banking organizations 
operating abroad of changes to United States policy regarding 
intermediate holding companies; 
(5) the impact on the cost and availability of credit in 
the United States from a change in United States policy 
regarding intermediate holding companies; and 
(6) any other relevant factors relating to the safety and 
soundness of our financial system and potential economic 
impact of such a prohibition. 
(c) REPORT.—Not later than 18 months after the date of enact-
ment of this Act, the Comptroller General of the United States 
shall submit reports to the Committee on Banking, Housing, and
H. R. 4173—67 
Urban Affairs of the Senate and the Committee on Financial Serv-
ices of the House of Representatives summarizing the results of 
the studies required under subsection (a). The reports shall include 
specific recommendations for legislative or regulatory action 
regarding the treatment of hybrid capital instruments, including 
trust preferred shares, and shall explain the basis for such rec-
ommendations. 
SEC. 175. INTERNATIONAL POLICY COORDINATION. 
(a) BY THE PRESIDENT.—The President, or a designee of the 
President, may coordinate through all available international policy 
channels, similar policies as those found in United States law 
relating to limiting the scope, nature, size, scale, concentration, 
and interconnectedness of financial companies, in order to protect 
financial stability and the global economy. 
(b) BY THE COUNCIL.—The Chairperson of the Council, in con-
sultation with the other members of the Council, shall regularly 
consult with the financial regulatory entities and other appropriate 
organizations of foreign governments or international organizations 
on matters relating to systemic risk to the international financial 
system. 
(c) BY THE BOARD OF GOVERNORS AND THE SECRETARY.—The 
Board of Governors and the Secretary shall consult with their 
foreign counterparts and through appropriate multilateral organiza-
tions to encourage comprehensive and robust prudential supervision 
and regulation for all highly leveraged and interconnected financial 
companies. 
SEC. 176. RULE OF CONSTRUCTION. 
No regulation or standard imposed under this title may be 
construed in a manner that would lessen the stringency of the 
requirements of any applicable primary financial regulatory agency 
or any other Federal or State agency that are otherwise applicable. 
This title, and the rules and regulations or orders prescribed pursu-
ant to this title, do not divest any such agency of any authority 
derived from any other applicable law. 
TITLE II—ORDERLY LIQUIDATION 
AUTHORITY 
SEC. 201. DEFINITIONS. 
(a) IN GENERAL.—In this title, the following definitions shall 
apply: 
(1) ADMINISTRATIVE EXPENSES OF THE RECEIVER.—The term 
‘‘administrative expenses of the receiver’’ includes— 
(A) the actual, necessary costs and expenses incurred 
by the Corporation as receiver for a covered financial com-
pany in liquidating a covered financial company; and 
(B) any obligations that the Corporation as receiver 
for a covered financial company determines are necessary 
and appropriate to facilitate the smooth and orderly liq-
uidation of the covered financial company. 
(2) BANKRUPTCY
CODE.—The term ‘‘Bankruptcy Code’’ 
means title 11, United States Code. 
(3) BRIDGE FINANCIAL COMPANY.—The term ‘‘bridge finan-
cial company’’ means a new financial company organized by