(II) market making, dealing,
trading, brokerage, or other securities-
related activities, and not with a view
to acquiring, exercising, or transfer-
ring any control over the management
or policies of such company; or
(iii) acquired in securing or collecting
a debt previously contracted in good faith,
until 2 years after the date of acquisition
or for such additional period of time as the
appropriate Federal banking agency may
permit; and
(B) no company formed for the sole pur-
pose of participating in a proxy solicitation is in
control of a company by virtue of its acquisition
of voting rights with respect to shares of such
company acquired in the course of such solicita-
tion;
(10) the term ‘‘adequately capitalized’’, with re-
spect to an insured depository institution, has the
same meaning as in section 38(b)(1) of the Federal
Deposit Insurance Act;
(11) the term ‘‘well capitalized’’ has the same
meaning as in section 38(b)(1) of the Federal De-
posit Insurance Act;
(12) the term ‘‘minimum required capital’’,
with respect to an insured depository institution,
means the amount of capital that is required for the
institution to be adequately capitalized; and
(13) the term ‘‘domestic branch’’ has the same
meaning as in section 3(o) of the Federal Deposit
Insurance Act.
(b) CHANGES IN CONTROL OF INSURED BANKS AND
INSURED INSTITUTIONS.—No financial services holding
company acting directly or indirectly, or through or in con-
cert with one or more other persons, shall acquire control
of an insured depository institution, a bank holding com-
pany, a savings and loan holding company, or a financial
services holding company not controlled by such company
on the date it became a financial services holding com-
pany, if such acquisition and control occurs through a pur-
chase, assignment, transfer, pledge, or other disposition
of voting stock of such insured depository institution, bank
holding company, savings and loan holding company, or
financial services holding company, unless the financial
services holding company has complied with the require-
ments of section 7(j) of the Federal Deposit Insurance
Act. Any failure to comply with the preceding require-
ments shall subject the relevant financial services holding
company to the penalties and other procedures provided
in subsections (i) through (m) of this section, in addition
to otherwise applicable penalties.
(c) AFFILIATE TRANSACTIONS.—
(1) IN
GENERAL.—The appropriate Federal
banking agency may—
(A) upon a finding of probable harm that
cannot adequately be prevented by less burden-
some rules and regulations, adopt such rules
and regulations, consistent with the purposes of
this Act, as may be necessary in order to pre-
vent an insured depository institution that is
controlled by a financial services holding com-
pany from engaging in unsafe or unsound prac-
tices that involve the financial services holding
company or any of its affiliates including, with-
out limitation, unsafe or unsound practices that
involve covered transactions, as defined in sec-
tion 23A of the Federal Reserve Act, and any
transactions described in section 23B(a)(2) of
the Federal Reserve Act; and
(B) by rule, regulation or order, exempt
any insured depository institution that is con-
trolled by a financial services holding company
or class of such banks or institutions, or any
transaction or class of transactions, from any