II 
May 27 (legislative day, May 26), 2010 
Ordered to be printed as passed 
In the Senate of the United States, 
May 20, 2010. 
Resolved, That the bill from the House of Representa-
tives (H.R. 4173) entitled ‘‘An Act to provide for financial 
regulatory reform, to protect consumers and investors, to en-
hance Federal understanding of insurance issues, to regulate 
the over-the-counter derivatives markets, and for other pur-
poses.’’, do pass with the following 
AMENDMENTS: 
Strike all after the enacting clause and insert the 
following: 
SECTION 1. SHORT TITLE; TABLE OF CONTENTS. 
(a) SHORT TITLE.—This Act may be cited as the ‘‘Re-
storing American Financial Stability Act of 2010’’. 
(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.
† HR 4173 PP
Sec. 4. Effective date. 
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 fi-
nancial 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 holding companies. 
Sec. 116. Reports. 
Sec. 117. Treatment of certain companies that cease to be bank holding compa-
nies. 
Sec. 118. Council funding. 
Sec. 119. Resolution of supervisory jurisdictional disputes among member agen-
cies. 
Sec. 120. Additional standards applicable to activities or practices for financial 
stability purposes. 
Sec. 121. Mitigation of risks to financial stability. 
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. 
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 super-
vised 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 holding 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.
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TITLE II—ORDERLY LIQUIDATION AUTHORITY 
Sec. 201. Definitions. 
Sec. 202. Judicial review. 
Sec. 203. Systemic risk determination. 
Sec. 204. Orderly liquidation. 
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 senior executives and directors. 
Sec. 214. Prohibition on taxpayer funding. 
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. 
Subtitle C—Federal Deposit Insurance Corporation 
Sec. 331. Deposit insurance reforms. 
Sec. 332. Management of the Federal Deposit Insurance Corporation. 
Subtitle D—Termination of Federal Thrift Charter 
Sec. 341. Termination of Federal savings associations. 
Sec. 342. Branching.
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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 eliminated. 
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 registra-
tion 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. Establishment of Office of National Insurance. 
Subtitle B—State-based Insurance Reform 
Sec. 511. Short title. 
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.
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Sec. 542. Severability. 
TITLE VI—IMPROVEMENTS TO REGULATION OF BANK AND SAVINGS 
ASSOCIATION HOLDING COMPANIES AND DEPOSITORY INSTITU-
TIONS 
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 Company Act of 1956. 
Sec. 604. Reports and examinations of holding companies; regulation of function-
ally regulated subsidiaries. 
Sec. 605. Assuring consistent oversight of permissible activities of depository in-
stitution subsidiaries of holding companies. 
Sec. 606. Requirements for financial holding companies to remain well capital-
ized 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 secu-
rities lending and borrowing transactions. 
Sec. 611. Application of national bank lending limits to insured State banks. 
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 of holding companies. 
Sec. 617. Elimination of elective investment bank holding company framework. 
Sec. 618. Securities holding companies. 
Sec. 619. Restrictions on capital market activity by banks and bank holding com-
panies. 
Sec. 620. Concentration limits on large financial firms. 
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. Recommendations for changes to portfolio margining laws. 
Sec. 714. Abusive swaps. 
Sec. 715. Authority to prohibit participation in swap activities. 
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. 
PART II—REGULATION OF SWAP MARKETS 
Sec. 721. Definitions. 
Sec. 722. Jurisdiction. 
Sec. 723. Clearing.
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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 partici-
pants. 
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. Antimarket 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 
security-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 Advisors Act of 1940. 
Sec. 771. Other authority. 
Sec. 772. Jurisdiction. 
Sec. 773. Effective date. 
TITLE VIII—PAYMENT, CLEARING, AND SETTLEMENT SUPERVISION 
Sec. 801. Short title. 
Sec. 802. Findings and purposes. 
Sec. 803. Definitions.
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Sec. 804. Designation of systemic importance. 
Sec. 805. Standards for systemically important financial market utilities and 
payment, 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. 
Sec. 809. Requests for information, reports, or records. 
Sec. 810. Rulemaking. 
Sec. 811. Other authority. 
Sec. 812. Effective date. 
TITLE IX—INVESTOR PROTECTIONS AND IMPROVEMENTS TO THE 
REGULATION OF SECURITIES 
Subtitle A—Increasing Investor Protection 
Sec. 911. Investor Advisory Committee established. 
Sec. 912. Clarification of authority of the Commission to engage in investor test-
ing. 
Sec. 913. Study and rulemaking regarding obligations of brokers, dealers, and in-
vestment advisers. 
Sec. 914. Office of the Investor Advocate. 
Sec. 915. Streamlining of filing procedures for self-regulatory organizations. 
Sec. 916. Study regarding financial literacy among investors. 
Sec. 917. Study regarding mutual fund advertising. 
Sec. 918. Clarification of Commission authority to require investor disclosures be-
fore purchase of investment products and services. 
Sec. 919. Study on conflicts of interest. 
Sec. 919A. Study on improved investor access to information on investment ad-
visers and broker-dealers. 
Sec. 919B. Study on financial planners and the use of financial designations. 
Subtitle B—Increasing Regulatory Enforcement and Remedies 
Sec. 921. Authority to issue rules related to mandatory predispute 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 Offer-
ings. 
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 trad-
ed companies. 
Sec. 929B. FAIR Fund amendments. 
Sec. 929C. Increasing the borrowing limit on Treasury loans. 
Subtitle C—Improvements to the Regulation of Credit Rating Agencies 
Sec. 931. Findings. 
Sec. 932. Enhanced regulation, accountability, and transparency of nationally 
recognized statistical rating organizations.
† HR 4173 PP
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 rat-
ing 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. Securities and Exchange Commission study on strengthening credit 
rating agency independence. 
Sec. 939B. Government Accountability Office study on alternative business mod-
els. 
Sec. 939C. Government Accountability Office study on the creation of an inde-
pendent professional analyst organization. 
Sec. 939D. Initial credit rating assignments. 
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. 
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. Excessive compensation by holding companies of depository institutions. 
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. 
Subtitle G—Strengthening Corporate Governance 
Sec. 971. Election of directors by majority vote in uncontested elections. 
Sec. 972. Proxy access. 
Sec. 973. 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.
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Sec. 977. Government Accountability Office study on the municipal securities 
markets. 
Sec. 978. Study of funding for Government 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 Hold-
ing Company Act of 1935. 
Sec. 987. Amendment to definition of material loss and nonmaterial losses to the 
Deposit Insurance Fund for purposes of Inspector General re-
views. 
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. 
Subtitle J—Self-funding of the Securities and Exchange Commission 
Sec. 991. Securities and Exchange Commission self-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. 
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.
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Sec. 1027. Limitations on authorities of the Bureau; preservation of authorities. 
Sec. 1028. Authority to restrict mandatory pre-dispute arbitration. 
Sec. 1029. 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 subsidi-
aries. 
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. 
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. GAO study on the effectiveness and impact of various appraisal meth-
ods. 
Sec. 1073. Prohibited payments to mortgage originators. 
Sec. 1074. Minimum standards for residential mortgage loans. 
Sec. 1075. Prohibition on certain prepayment penalties.
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Sec. 1076. Assistance for economically vulnerable individuals and families. 
Sec. 1077. Remittance transfers. 
Sec. 1078. Department of the Treasury study on ending the conservatorship of 
Fannie Mae, Freddie Mac, and reforming the housing finance 
system. 
Sec. 1079. Reasonable fees and rules for payment card transactions. 
Sec. 1079A. Use of Consumer Reports. 
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. 
Sec. 1089. Amendments to the Fair Debt Collection Practices Act. 
Sec. 1090. Amendments to the Federal Deposit Insurance Act. 
Sec. 1091. Amendments to the Gramm-Leach-Bliley Act. 
Sec. 1092. Amendments to the Home Mortgage Disclosure Act. 
Sec. 1093. Amendments to the Homeowners Protection Act of 1998. 
Sec. 1094. Amendments to the Home Ownership and Equity Protection Act of 
1994. 
Sec. 1095. Amendments to the Omnibus Appropriations Act, 2009. 
Sec. 1096. Amendments to the Real Estate Settlement Procedures Act. 
Sec. 1097. Amendments to the Right to Financial Privacy Act of 1978. 
Sec. 1098. Amendments to the Secure and Fair Enforcement for Mortgage Licens-
ing Act of 2008. 
Sec. 1099. Amendments to the Truth in Lending Act. 
Sec. 1100. Amendments to the Truth in Savings Act. 
Sec. 1101. Amendments to the Telemarketing and Consumer Fraud and Abuse 
Prevention Act. 
Sec. 1102. Amendments to the Paperwork Reduction Act. 
Sec. 1103. Adjustments for inflation in the Truth in Lending Act. 
Sec. 1104. Small business fairness and regulatory transparency. 
Sec. 1105. Effective date. 
TITLE XI—FEDERAL RESERVE SYSTEM PROVISIONS 
Sec. 1151. Federal Reserve Act amendments on emergency lending authority. 
Sec. 1152. Reviews of special Federal Reserve credit facilities. 
Sec. 1153. Public access to information. 
Sec. 1154. Liquidity event determination. 
Sec. 1155. Emergency financial stabilization. 
Sec. 1156. Additional related amendments. 
Sec. 1157. Federal Reserve Act amendments on Federal reserve bank governance. 
Sec. 1158. Amendments to the Federal Reserve Act relating to supervision and 
regulation policy. 
Sec. 1159. GAO audit of the Federal Reserve facilities; Publication of Board ac-
tions.
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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—MISCELLANEOUS 
Sec. 1401. Restrictions on use of Federal funds to finance bailouts of foreign gov-
ernments. 
TITLE XV—CONGO CONFLICT MINERALS 
Sec. 1501. Sense of Congress on exploitation and trade of columbite-tantalite, cas-
siterite, gold, and wolframite originating in Democratic Repub-
lic of Congo. 
Sec. 1502. Disclosure to Securities and Exchange Commission relating to colum-
bite-tantalite, cassiterite, gold, and wolframite originating in 
Democratic Republic of Congo. 
Sec. 1503. Report. 
SEC. 2. DEFINITIONS. 
As used in this Act, the following definitions shall 
apply, except as the context otherwise requires or as other-
wise specifically provided in this Act: 
(1) AFFILIATE.—The term ‘‘affiliate’’ means any 
company that controls, is controlled by, or is under 
common control with another company. 
(2) APPROPRIATE FEDERAL BANKING AGENCY.— 
On and after the transfer date, the term ‘‘appropriate
† HR 4173 PP
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. 
(3) BOARD OF GOVERNORS.—The term ‘‘Board of 
Governors’’ means the Board of Governors of the Fed-
eral 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 Securities and Exchange Commission, ex-
cept in the context of the Commodity Futures Trading 
Commission. 
(6) CORPORATION.—The term ‘‘Corporation’’ 
means the Federal Deposit Insurance Corporation. 
(7) COUNCIL.—The term ‘‘Council’’ means the 
Financial Stability Oversight Council established 
under title I. 
(8) CREDIT UNION.—The term ‘‘credit union’’ 
means a Federal credit union, State credit union, or 
State-chartered credit union, as those terms are de-
fined in section 101 of the Federal Credit Union Act 
(12 U.S.C. 1752). 
(9) FEDERAL BANKING AGENCY.—The term—
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(A) ‘‘Federal banking agency’’ means, indi-
vidually, the Board of Governors, the Office of 
the Comptroller of the Currency, and the Cor-
poration; and 
(B) ‘‘Federal banking agencies’’ means all 
of the agencies referred to in subparagraph (A), 
collectively. 
(10) FUNCTIONALLY REGULATED SUBSIDIARY.— 
The term ‘‘functionally regulated subsidiary’’ has the 
same meaning as in section 5(c)(5) of the Bank Hold-
ing Company Act of 1956 (12 U.S.C. 1844(c)(5)). 
(11) PRIMARY
FINANCIAL
REGULATORY
AGEN-
CY.—The term ‘‘primary financial regulatory agen-
cy’’ means— 
(A) the appropriate Federal banking agen-
cy, with respect to institutions described in sec-
tion 3(q) of the Federal Deposit Insurance Act, 
except to the extent that an institution is or the 
activities of an institution are otherwise subject 
to the jurisdiction of an agency listed in sub-
paragraph (B), (C), (D), or (E); 
(B) the Securities and Exchange Commis-
sion, with respect to—
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(i) any broker or dealer that is reg-
istered with the Commission under the Se-
curities Exchange Act of 1934; 
(ii) any investment company that is 
registered with the Commission under the 
Investment Company Act of 1940; 
(iii) any investment adviser that is 
registered with the Commission under the 
Investment Advisers Act of 1940, with re-
spect to the investment advisory activities of 
such company and activities that are inci-
dental to such advisory activities; and 
(iv) any clearing agency registered 
with the Commission under the Securities 
Exchange Act of 1934; 
(C) the Commodity Futures Trading Com-
mission, with respect to any futures commission 
merchant, any commodity trading adviser, and 
any commodity pool operator registered with the 
Commodity Futures Trading Commission under 
the Commodity Exchange Act, with respect to the 
commodities activities of such entity and activi-
ties that are incidental to such commodities ac-
tivities;
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(D) the State insurance authority of the 
State in which an insurance company is domi-
ciled, with respect to the insurance activities and 
activities that are incidental to such insurance 
activities of an insurance company that is sub-
ject to supervision by the State insurance au-
thority 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 re-
spect to the Federal National Mortgage Associa-
tion or the Federal Home Loan Mortgage Cor-
poration. 
(12) PRUDENTIAL STANDARDS.—The term ‘‘pru-
dential standards’’ means enhanced supervision and 
regulatory standards developed by the Board of Gov-
ernors under section 115 or 165. 
(13) SECRETARY.—The term ‘‘Secretary’’ means 
the Secretary of the Treasury. 
(14) SECURITIES TERMS.—The— 
(A) terms ‘‘broker’’, ‘‘dealer’’, ‘‘issuer’’, ‘‘na-
tionally recognized statistical ratings organiza-
tion’’, ‘‘security’’, and ‘‘securities laws’’ have the 
same meanings as in section 3 of the Securities 
Exchange Act of 1934 (15 U.S.C. 78c);
† HR 4173 PP
(B) term ‘‘investment adviser’’ has the same 
meaning as in section 202 of the Investment Ad-
visers 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). 
(15) STATE.—The term ‘‘State’’ means any 
State, commonwealth, territory, or possession of the 
United States, the District of Columbia, the Common-
wealth of Puerto Rico, the Commonwealth of the 
Northern Mariana Islands, American Samoa, Guam, 
or the United States Virgin Islands. 
(16) TRANSFER
DATE.—The term ‘‘transfer 
date’’ means the date established under section 311. 
(17) OTHER INCORPORATED DEFINITIONS.— 
(A) FEDERAL DEPOSIT INSURANCE ACT.— 
The terms ‘‘affiliate’’, ‘‘bank’’, ‘‘bank holding 
company’’, ‘‘control’’ (when used with respect to 
a depository institution), ‘‘deposit’’, ‘‘depository 
institution’’, ‘‘Federal depository institution’’, 
‘‘Federal savings association’’, ‘‘foreign bank’’, 
‘‘including’’, ‘‘insured branch’’, ‘‘insured deposi-
tory institution’’, ‘‘national member bank’’, ‘‘na-
tional nonmember bank’’, ‘‘savings association’’, 
‘‘State bank’’, ‘‘State depository institution’’,
† HR 4173 PP
‘‘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 Company Act of 1956 (12 
U.S.C. 1841(p)); and 
(iii) ‘‘savings and loan holding com-
pany’’ 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 unconstitu-
tional, 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.
† HR 4173 PP
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 enact-
ment of this Act. 
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 company’’ has the same meaning as in sec-
tion 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, pursuant to 
section 8(a) of the International Banking Act of 1978 
(12 U.S.C. 3106(a)), shall be treated as a bank hold-
ing company for purposes of this title. 
(2) CHAIRPERSON.—The term ‘‘Chairperson’’ 
means the Chairperson of the Council.
† HR 4173 PP
(3) MEMBER AGENCY.—The term ‘‘member agen-
cy’’ means an agency represented by a voting member 
of the Council. 
(4) NONBANK
FINANCIAL
COMPANY
DEFINI-
TIONS.— 
(A) FOREIGN
NONBANK
FINANCIAL
COM-
PANY.—The term ‘‘foreign nonbank financial 
company’’ means a company (other than a com-
pany that is, or is treated in the United States 
as, a bank holding company or a subsidiary 
thereof) that is— 
(i) incorporated or organized in a 
country other than the United States; and 
(ii) predominantly engaged in, includ-
ing 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 or a subsidiary thereof, or 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.)) that is—
† HR 4173 PP
(i) incorporated or organized under the 
laws of the United States or any State; and 
(ii) predominantly engaged in finan-
cial activities as defined in paragraph (6). 
(C) NONBANK
FINANCIAL
COMPANY.—The 
term ‘‘nonbank financial company’’ means a 
U.S. nonbank financial company and a foreign 
nonbank financial company. 
(D) NONBANK FINANCIAL COMPANY SUPER-
VISED
BY
THE
BOARD
OF
GOVERNORS.—The 
term ‘‘nonbank financial company supervised by 
the Board of Governors’’ means a nonbank fi-
nancial 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 estab-
lished under section 152. 
(6) PREDOMINANTLY ENGAGED.—A company is 
‘‘predominantly engaged in financial activities’’ if— 
(A) the annual gross revenues derived by the 
company and all of its subsidiaries from activi-
ties that are financial in nature (as defined in 
section 4(k) of the Bank Holding Company Act 
of 1956) and, if applicable, from the ownership
† HR 4173 PP
or control of one or more insured depository in-
stitutions, represents 85 percent or more of the 
consolidated annual gross revenues of the com-
pany; or 
(B) the consolidated assets of the company 
and all of its subsidiaries related to activities 
that are financial in nature (as defined in sec-
tion 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 in-
stitutions, represents 85 percent or more of the 
consolidated assets of the company. 
(7) SIGNIFICANT INSTITUTIONS.—The terms ‘‘sig-
nificant nonbank financial company’’ and ‘‘signifi-
cant bank holding company’’ have the meanings given 
those terms by rule of the Board of Governors. 
(b) DEFINITIONAL CRITERIA.—The Board of Gov-
ernors shall establish, by regulation, the requirements for 
determining if a company is predominantly engaged in fi-
nancial activities, as defined in subsection (a)(6). 
(c) FOREIGN NONBANK FINANCIAL COMPANIES.—For 
purposes of the authority of the Board of Governors under 
this title with respect to foreign nonbank financial compa-
nies, references in this title to ‘‘company’’ or ‘‘subsidiary’’
† HR 4173 PP
include only the United States activities and subsidiaries 
of such foreign company. 
Subtitle A—Financial Stability 
Oversight Council 
SEC. 111. FINANCIAL STABILITY OVERSIGHT COUNCIL ES-
TABLISHED. 
(a) ESTABLISHMENT.—Effective on the date of enact-
ment 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— 
(A) the Secretary of the Treasury, who shall 
serve as Chairperson of the Council; 
(B) the Chairman of the Board of Gov-
ernors; 
(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 Fu-
tures Trading Commission; 
(H) the Director of the Federal Housing Fi-
nance Agency; and
† HR 4173 PP
(I) an independent member appointed by 
the President, by and with the advice and con-
sent of the Senate, having insurance expertise. 
(2) NONVOTING MEMBERS.—The Director of the 
Office of Financial Research— 
(A) shall serve in an advisory capacity as 
a nonvoting member of the Council; and 
(B) may not be excluded from any of the 
proceedings, meetings, discussions, or delibera-
tions of the Council. 
(c) TERMS; VACANCY.— 
(1) TERMS.—The independent member of the 
Council shall serve for a term of 6 years. 
(2) VACANCY.—Any vacancy on the Council shall 
be filled in the manner in which the original appoint-
ment 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 department, the act-
ing head of the member agency or department shall 
serve as a member of the Council in the place of that 
agency or department head.
† HR 4173 PP
(d) TECHNICAL AND PROFESSIONAL ADVISORY COM-
MITTEES.—The Council may appoint such special advisory, 
technical, or professional committees as may be useful in 
carrying out the functions of the Council, including an ad-
visory committee consisting of State 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 members then serving. 
(g) NONAPPLICABILITY OF FACA.—The Federal Advi-
sory Committee Act (5 U.S.C. App.) shall not apply to the 
Council, or to any special advisory, technical, or profes-
sional committee appointed by the Council, except that, if 
an advisory, technical, or professional committee has one
† HR 4173 PP
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 sta-
bility of the United States that could arise from 
the material financial distress or failure of large, 
interconnected 
bank 
holding 
companies 
or 
nonbank financial companies; 
(B) to promote market discipline, by elimi-
nating expectations on the part of shareholders, 
creditors, and 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 markets. 
(2) DUTIES.—The Council shall, in accordance 
with this title— 
(A) collect information from member agen-
cies and other Federal and State financial regu-
latory agencies and, if necessary to assess risks
† HR 4173 PP
to the United States financial system, direct the 
Office of Financial Research to collect informa-
tion from bank holding companies and nonbank 
financial companies; 
(B) provide direction to, and request data 
and analyses from, the Office of Financial Re-
search to support the work of the Council; 
(C) monitor the financial services market-
place in order to identify potential threats to the 
financial stability of the United States; 
(D) facilitate information sharing and co-
ordination among the member agencies and other 
Federal and State agencies regarding domestic 
financial services policy development, rule-
making, examinations, reporting requirements, 
and enforcement actions; 
(E) recommend to the member agencies gen-
eral supervisory priorities and principles reflect-
ing the outcome of discussions among the mem-
ber agencies; 
(F) identify gaps in regulation that could 
pose risks to the financial stability of the United 
States; 
(G) require supervision by the Board of 
Governors for nonbank financial companies that
† HR 4173 PP
may pose risks to the financial stability of the 
United States in the event of their material fi-
nancial distress or failure, pursuant to section 
113; 
(H) make recommendations to the Board of 
Governors concerning the establishment of height-
ened prudential standards for risk-based capital, 
leverage, liquidity, contingent capital, resolution 
plans and credit exposure reports, concentration 
limits, enhanced public disclosures, and overall 
risk management for nonbank financial compa-
nies and large, interconnected bank holding com-
panies supervised by the Board of Governors; 
(I) identify systemically important finan-
cial market utilities and payment, clearing, and 
settlement activities (as that term is defined in 
title VIII), and require such utilities and activi-
ties to be subject to standards established by the 
Board of Governors; 
(J) make recommendations to primary fi-
nancial regulatory agencies to apply new or 
heightened standards and safeguards for finan-
cial activities or practices that could create or 
increase risks of significant liquidity, credit, or 
other problems spreading among bank holding
† HR 4173 PP
companies, nonbank financial companies, and 
United States financial markets; 
(K) make determinations regarding exemp-
tions in title VII, where necessary; 
(L) provide a forum for— 
(i) discussion and analysis of emerging 
market developments and financial regu-
latory issues; and 
(ii) resolution of jurisdictional disputes 
among the members of the Council; and 
(M) annually report to and testify before 
Congress on— 
(i) the activities of the Council; 
(ii) significant financial market devel-
opments and potential emerging threats to 
the financial stability of the United States; 
(iii) all determinations made under 
section 113 or title VIII, and the basis for 
such determinations; and 
(iv) recommendations— 
(I) to enhance the integrity, effi-
ciency, competitiveness, and stability 
of United States financial markets; 
(II) to promote market discipline; 
and
† HR 4173 PP
(III) to maintain investor con-
fidence. 
(b) AUTHORITY TO OBTAIN INFORMATION.— 
(1) IN GENERAL.—The Council may receive, and 
may request the submission of, any data or informa-
tion from the Office of Financial Research and mem-
ber agencies, as necessary— 
(A) to monitor the financial services mar-
ketplace to identify potential risks to the finan-
cial stability of the United States; or 
(B) to otherwise carry out any of the provi-
sions of this title. 
(2) SUBMISSIONS BY THE OFFICE AND MEMBER 
AGENCIES.—Notwithstanding any other provision of 
law, the Office of Financial Research and any mem-
ber agency 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 re-
ports from any nonbank financial company or 
bank holding company for the purpose of assess-
ing the extent to which a financial activity or fi-
nancial market in which the nonbank financial
† HR 4173 PP
company or bank holding company participates, 
or the nonbank financial company or bank hold-
ing company itself, poses a threat to the finan-
cial stability of the United States. 
(B) MITIGATION OF REPORT BURDEN.—Be-
fore requiring the submission of reports from any 
nonbank financial company 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. 
(4) BACK-UP EXAMINATION BY THE BOARD OF 
GOVERNORS.—If the Council is unable to determine 
whether the financial activities of a nonbank finan-
cial company pose a threat to the financial stability 
of the United States, based on information or reports 
obtained under paragraph (3), discussions with man-
agement, and publicly available information, the 
Council may request the Board of Governors, and the 
Board of Governors is authorized, to conduct an ex-
amination of the nonbank financial company for the 
sole purpose of determining whether the nonbank fi-
† HR 4173 PP
nancial 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 subsection and subtitle B. 
(B) RETENTION OF PRIVILEGE.—The sub-
mission of any nonpublicly available data or in-
formation under this subsection and subtitle B 
shall not constitute a waiver of, or otherwise af-
fect, any privilege arising under Federal or State 
law (including the rules of any Federal or State 
court) to which the data or information is other-
wise subject. 
(C) FREEDOM OF INFORMATION ACT.—Sec-
tion 552 of title 5, United States Code, including 
the exceptions thereunder, shall apply to any 
data or information submitted under this sub-
section and subtitle B.
† HR 4173 PP
SEC. 113. AUTHORITY TO REQUIRE SUPERVISION AND REG-
ULATION OF CERTAIN NONBANK FINANCIAL 
COMPANIES. 
(a) U.S. NONBANK FINANCIAL COMPANIES SUPER-
VISED BY THE BOARD OF GOVERNORS.— 
(1) DETERMINATION.—The Council, on a non-
delegable basis and by a vote of not fewer than 2⁄3 of 
the 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 would pose a threat 
to the financial stability of the United States. 
(2) 
CONSIDERATIONS.—Each 
determination 
under paragraph (1) shall be based on a consider-
ation by the Council of— 
(A) the degree of leverage of the company; 
(B) the amount and nature of the financial 
assets of the company; 
(C) the amount and types of the liabilities 
of the company, including the degree of reliance 
on short-term funding; 
(D) the extent and types of the off-balance- 
sheet exposures of the company;
† HR 4173 PP
(E) the extent and types of the transactions 
and relationships of the company with other sig-
nificant nonbank financial companies and sig-
nificant bank holding companies; 
(F) 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; 
(G) the recommendation, if any, of a mem-
ber of the Council; 
(H) the operation of, or ownership interest 
in, any clearing, settlement, or payment business 
of the company; 
(I) the extent to which— 
(i) assets are managed rather than 
owned by the company; and 
(ii) ownership of assets under manage-
ment is diffuse; and 
(J) any other factors that the Council deems 
appropriate. 
(b) FOREIGN NONBANK FINANCIAL COMPANIES SU-
PERVISED BY THE BOARD OF GOVERNORS.— 
(1) DETERMINATION.—The Council, on a non-
delegable basis and by a vote of not fewer than 2⁄3 of 
the members then serving, including an affirmative
† HR 4173 PP
vote by the Chairperson, may determine that a for-
eign nonbank financial company that has substantial 
assets or operations in the United States shall be su-
pervised by the Board of Governors and shall be sub-
ject to prudential standards in accordance with this 
title, if the Council determines that material financial 
distress at the foreign nonbank financial company 
would pose a threat to the financial stability of the 
United States. 
(2) 
CONSIDERATIONS.—Each 
determination 
under paragraph (1) shall be based on a consider-
ation by the Council of— 
(A) the degree of leverage of the company; 
(B) the amount and nature of the United 
States financial assets of the company; 
(C) the amount and types of the liabilities 
of the company used to fund activities and oper-
ations in the United States, including the degree 
of reliance on short-term funding; 
(D) the extent of the United States-related 
off-balance-sheet exposure of the company; 
(E) the extent and type of the transactions 
and relationships of the company with other sig-
nificant nonbank financial companies and bank 
holding companies;
† HR 4173 PP
(F) 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 fi-
nancial system; 
(G) the recommendation, if any, of a mem-
ber of the Council; 
(H) the extent to which— 
(i) assets are managed rather than 
owned by the company; and 
(ii) ownership of assets under manage-
ment is diffuse; and 
(I) any other factors that the Council deems 
appropriate. 
(c) ANTI-EVASION.— 
(1) DETERMINATIONS.—In order to avoid eva-
sion of this Act, the Council, on its own initiative or 
at the request of the Board of Governors, may deter-
mine, on a nondelegable basis and by a vote of not 
fewer than 2⁄3 of the members then serving, including 
an affirmative vote by the Chairperson, that— 
(A) material financial distress related to fi-
nancial activities conducted directly or indi-
rectly by a company incorporated or organized 
under the laws of the United States or any State
† HR 4173 PP
or the financial activities in the United States of 
a company incorporated or organized in a coun-
try other than the United States would pose a 
threat to the financial stability of the United 
States based on consideration of the factors in 
subsection (b)(2); 
(B) the company is organized or operates in 
such a manner as to evade the application of 
this title; 
(C) such financial activities of the company 
shall be supervised by the Board of Governors 
and subject to prudential standards in accord-
ance with this title consistent with paragraph 
(2); and 
(D) upon making a determination under 
subsection (c)(1), the Council shall submit a re-
port to the appropriate committees of Congress 
detailing the reasons for making such determina-
tion under this subsection. 
(2) Consolidated supervision of only financial 
activities; Establishment of an intermediate holding 
company. 
(A) ESTABLISHMENT OF AN INTERMEDIATE 
HOLDING
COMPANY.—Upon a determination 
under paragraph (1), the company may establish
† HR 4173 PP
an intermediate holding company in which the 
financial activities of such company and its sub-
sidiaries will be conducted (other than the activi-
ties described in section 167(b)(2) in compliance 
with any regulations or guidance provided by 
the Board of Governors). Such intermediate hold-
ing 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 is a nonbank financial com-
pany supervised by the Board of Governors. 
(B) ACTION
OF
THE
BOARD
OF
GOV-
ERNORS.—To facilitate the supervision of the fi-
nancial activities subject to the determination in 
paragraph (1), the Board of Governors may re-
quire 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 Governors and to prudential standards 
under this title as if the intermediate holding 
company is a nonbank financial company super-
vised by the Board of Governors. 
(3) NOTICE
AND
OPPORTUNITY
FOR
HEARING 
AND FINAL DETERMINATION; JUDICIAL REVIEW.—Sub-
sections (d), (f), and (g) shall apply to determinations
† HR 4173 PP
made by the Council pursuant to paragraph (1) in 
the same manner as such subsections apply to 
nonbank financial companies. 
(4) COVERED FINANCIAL ACTIVITIES.—For pur-
poses of this subsection, the term ‘‘financial activi-
ties’’ means activities that are financial in nature (as 
defined in section 4(k) of the Bank Holding Company 
Act of 1956) and include the ownership or control of 
one or more insured depository institutions and shall 
not include internal financial activities conducted for 
the company or any affiliates thereof including inter-
nal treasury, investment, and employee benefit func-
tions. 
(5) ONLY
FINANCIAL
ACTIVITIES
SUBJECT
TO 
PRUDENTIAL
SUPERVISION.—Nonfinancial activities 
of the company shall not be subject to supervision by 
the Board of Governors and prudential standards of 
the Board. For purposes of this Act, the financial ac-
tivities that are the subject of the determination in 
paragraph (1) shall be subject to the same require-
ments as a nonbank financial company. Nothing in 
this paragraph shall prohibit or limit the authority 
of the Board of Governors to apply prudential stand-
ards under this title to the financial activities that 
are subject to the determination in paragraph (1).
† HR 4173 PP
(1) IN GENERAL.—The Council may waive or 
modify the requirements of subsection (d) with respect 
to a nonbank financial company, if the Council deter-
mines, by a vote of not fewer than 2⁄3 of the members 
then serving, including an affirmative vote by the 
Chairperson, that such waiver or modification is nec-
essary or appropriate to prevent or mitigate threats 
posed by the nonbank financial company to the finan-
cial stability of the United States. 
(2) NOTICE.—The Council shall provide notice of 
a waiver or modification under this paragraph to the 
nonbank financial company concerned as soon as 
practicable, but not later than 24 hours after the 
waiver or modification is granted. 
(3) OPPORTUNITY FOR HEARING.—The Council 
shall allow a nonbank financial company to request, 
in writing, an opportunity for a written or oral hear-
ing before the Council to contest a waiver or modi-
fication under this paragraph, not later than 10 days 
after the date of receipt of notice of the waiver or 
modification by the company. Upon receipt of a time-
ly 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 writ-
† HR 4173 PP
ten materials (or, at the sole discretion of the Council, 
oral testimony and oral argument). 
(4) NOTICE
OF
FINAL
DETERMINATION.—Not 
later than 30 days after the date of any hearing 
under paragraph (3), the Council shall notify the sub-
ject nonbank financial company of the final deter-
mination of the Council under this paragraph, 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 company or subsidiary of a nonbank fi-
nancial 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 
determination 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 subsection (d)(3) or (e)(4), 
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 Dis-
† HR 4173 PP
trict Court for the District of Columbia, for an order requir-
ing that the final determination be rescinded, and the court 
shall, upon review, dismiss such action or direct the final 
determination to be rescinded. Review of such an action 
shall be limited to whether the final determination made 
under this section was arbitrary and capricious. 
SEC. 114. REGISTRATION OF NONBANK FINANCIAL COMPA-
NIES SUPERVISED BY THE BOARD OF GOV-
ERNORS. 
Not later than 180 days after the date of a final Coun-
cil determination under section 113 that a nonbank finan-
cial 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 con-
sultation with the Council, may deem necessary or appro-
priate to carry out this title. 
SEC. 115. ENHANCED SUPERVISION AND PRUDENTIAL 
STANDARDS FOR NONBANK FINANCIAL COM-
PANIES SUPERVISED BY THE BOARD OF GOV-
ERNORS AND CERTAIN BANK HOLDING COM-
PANIES. 
(a) IN GENERAL.— 
(1) PURPOSE.—In order to prevent or mitigate 
risks to the financial stability of the United States
† HR 4173 PP
that could arise from the material financial distress 
or failure of large, interconnected financial institu-
tions, the Council may make recommendations to the 
Board of Governors concerning the establishment and 
refinement of prudential standards and reporting and 
disclosure requirements applicable to nonbank finan-
cial companies supervised by the Board of Governors 
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) LIMITATION
ON
BANK
HOLDING
COMPA-
NIES.—Any standards recommended under sub-
sections (b) through (f) shall not apply to any bank 
holding company with total consolidated assets of less 
than $50,000,000,000. The Council may recommend 
an asset threshold greater than $50,000,000,000 for 
the applicability of any particular standard under 
those subsections. 
(b) DEVELOPMENT OF PRUDENTIAL STANDARDS.—
† HR 4173 PP
(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 re-
port requirements; 
(E) concentration limits; 
(F) a contingent capital requirement; 
(G) enhanced public disclosures; and 
(H) overall risk management requirements. 
(2) PRUDENTIAL STANDARDS FOR FOREIGN FI-
NANCIAL
COMPANIES.—In making recommendations 
concerning the standards set forth in paragraph (1) 
that would apply to foreign nonbank financial com-
panies supervised by the Board of Governors or for-
eign-based bank holding companies, the Council shall 
give due regard to the principle of national treatment 
and competitive equity. 
(3) CONSIDERATIONS.—In making recommenda-
tions concerning prudential standards under para-
graph (1), the Council shall— 
(A) take into account differences among 
nonbank financial companies supervised by the
† HR 4173 PP
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 in-
sured depository institution; 
(iii) nonfinancial activities and affili-
ations of the company; and 
(iv) any other factors that the Council 
determines appropriate; and 
(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 stand-
ards established under paragraph (1). 
(c) CONTINGENT CAPITAL.— 
(1) STUDY REQUIRED.—The Council shall con-
duct 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 requirement would enhance the safety and 
soundness of companies subject to the require-
† HR 4173 PP
ment, promote the financial stability of the 
United States, and reduce risks to United States 
taxpayers; 
(B) an evaluation of the characteristics and 
amounts of convertible debt that should be re-
quired; 
(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 finan-
cial stress; 
(D) an evaluation of the costs to companies, 
the effects on the structure and operation of cred-
it and other financial markets, and other eco-
nomic effects of requiring contingent capital; 
(E) an evaluation of the effects of such re-
quirement on the international competitiveness 
of companies subject to the requirement and the 
prospects for international coordination in estab-
lishing such requirement; and 
(F) recommendations for implementing reg-
ulations. 
(2) REPORT.—The Council shall submit a report 
to Congress regarding the study required by para-
† HR 4173 PP
graph (1) not later than 2 years after the date of en-
actment of this Act. 
(3) RECOMMENDATIONS.— 
(A) IN
GENERAL.—Subsequent to submit-
ting a report to Congress under paragraph (2), 
the Council may make recommendations to the 
Board of Governors to require any nonbank fi-
nancial company supervised by the Board of 
Governors and any bank holding company de-
scribed in subsection (a) to maintain a min-
imum amount of long-term hybrid debt that is 
convertible to equity in times of financial stress. 
(B) FACTORS
TO
CONSIDER.—In making 
recommendations 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 Governors or a bank holding 
company described in subsection (a), and 
subsidiaries thereof;
† HR 4173 PP
(iv) results of the study required by 
paragraph (1); and 
(v) any other factor that the Council 
deems appropriate. 
(d) RESOLUTION PLAN AND CREDIT EXPOSURE RE-
PORTS.— 
(1) RESOLUTION PLAN.—The Council may make 
recommendations to the Board of Governors con-
cerning 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 material financial distress or failure. 
(2) CREDIT
EXPOSURE
REPORT.—The Council 
may make recommendations to the Board of Gov-
ernors concerning the advisability 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 com-
pany has credit exposure to other significant
† HR 4173 PP
nonbank financial companies and significant 
bank holding companies; and 
(B) the nature and extent to which other 
such significant 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 financial companies supervised by the Board 
of Governors or bank holding companies described in sub-
section (a), the Council may make recommendations to the 
Board of Governors to prescribe standards to limit such 
risks, as set forth in section 165. 
(f) ENHANCED PUBLIC DISCLOSURES.—The Council 
may make recommendations to the Board of Governors to 
require periodic public disclosures by bank holding compa-
nies described in subsection (a) and by nonbank financial 
companies supervised by the Board of Governors, in order 
to support market evaluation of the risk profile, capital ade-
quacy, and risk management capabilities thereof. 
SEC. 116. REPORTS. 
(a) IN GENERAL.—Subject to subsection (b), the Coun-
cil, acting through the Office of Financial Research, may 
require a bank holding company with total consolidated as-
sets of $50,000,000,000 or greater or a nonbank financial
† HR 4173 PP
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 fi-
nancial, operating, and other risks; 
(3) transactions with any subsidiary that is a 
depository institution; and 
(4) the extent to which the activities and oper-
ations of the company and any subsidiary thereof, 
could, under adverse circumstances, have the potential 
to disrupt financial markets or affect the overall fi-
nancial stability of the United States. 
(b) USE OF EXISTING REPORTS.— 
(1) IN GENERAL.—For purposes of compliance 
with subsection (a), the Council, acting through the 
Office of Financial Research, shall, to the fullest ex-
tent possible, use— 
(A) reports that a bank holding company, 
nonbank financial company supervised by the 
Board of Governors, or any functionally regu-
lated subsidiary of such company has been re-
quired to provide to other Federal or State regu-
latory agencies;
† HR 4173 PP
(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 re-
ferred to in paragraph (1). 
(3) CONFIDENTIALITY.—The Council shall main-
tain the confidentiality of the reports obtained under 
subsection (a) and paragraph (1)(A) of this sub-
section. 
SEC. 117. TREATMENT OF CERTAIN COMPANIES THAT 
CEASE TO BE BANK HOLDING COMPANIES. 
(a) APPLICABILITY.—This section shall apply to any 
entity or a successor entity that— 
(1) was a bank holding company having total 
consolidated 
assets 
equal 
to 
or 
greater 
than 
$50,000,000,000 as of January 1, 2010; and 
(2) received financial assistance under or par-
ticipated in the Capital Purchase Program estab-
lished under the Troubled Asset Relief Program au-
thorized by the Emergency Economic Stabilization 
Act of 2008.
† HR 4173 PP
(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 re-
quest, in writing, an opportunity for a written or 
oral hearing before the Council to appeal its treat-
ment as a nonbank financial company supervised by 
the Board of Governors in accordance with this sec-
tion. Upon receipt of the request, the Council shall fix 
a time (not later than 30 days after the date of re-
ceipt of the request) and place at which such entity 
may appear, personally or through counsel, to submit 
written materials (or, at the sole discretion of the 
Council, oral testimony and oral argument). 
(2) DECISION.— 
(A) PROPOSED DECISION.—Not later than 
60 days after the date of a hearing under para-
graph (1), the Council shall submit a report to, 
and may testify before, the Committee on Bank-
ing, Housing, and Urban Affairs of the Senate 
and the Committee on Financial Services of the
† HR 4173 PP
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 re-
port under subparagraph (A); or 
(ii) if 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 deci-
sion 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
† HR 4173 PP
term ‘‘nonbank financial company’’ under sec-
tion 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 fre-
quently than annually, review and reevaluate the de-
cision. 
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 DISPUTE RESOLUTION.—The Coun-
cil shall resolve a dispute among 2 or more member agen-
cies, if— 
(1) a member agency has a dispute with another 
member agency about the respective jurisdiction over 
a particular bank holding company, nonbank finan-
cial company, or financial activity or product (ex-
cluding matters for which another dispute mechanism 
specifically has been provided under Federal law); 
(2) the Council determines that the disputing 
agencies cannot, after a demonstrated good faith ef-
fort, resolve the dispute without the intervention of the 
Council; and
† HR 4173 PP
(3) any of the member agencies involved in the 
dispute— 
(A) provides all other disputants prior no-
tice 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 sub-
paragraph (A), that the Council resolve the dis-
pute. 
(b) COUNCIL DECISION.—The Council shall 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 regard-
ing the entirety of the matter, or by determining a 
compromise position. 
(c) FORM AND BINDING EFFECT.—A Council decision 
under this section shall— 
(1) be in writing; 
(2) include an explanation of the reasons there-
for; and 
(3) be binding on all Federal agencies that are 
parties to the dispute.
† HR 4173 PP
SEC. 120. ADDITIONAL STANDARDS APPLICABLE TO ACTIVI-
TIES OR PRACTICES FOR FINANCIAL STA-
BILITY PURPOSES. 
(a) IN
GENERAL.—The Council may issue rec-
ommendations to the primary financial regulatory agencies 
to apply new or heightened standards and safeguards, in-
cluding standards enumerated in section 115, for a finan-
cial activity or practice conducted by bank holding compa-
nies or nonbank financial companies under their respective 
jurisdictions, if the Council determines that the conduct 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 or the financial markets of the United States. 
(b) PROCEDURE FOR RECOMMENDATIONS TO REGU-
LATORS.— 
(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 rec-
ommendation that the primary financial regulatory 
agencies apply new or heightened standards and safe-
guards for a financial activity or practice. 
(2) CRITERIA.—The new or heightened standards 
and safeguards for a financial activity or practice 
recommended under paragraph (1)—
† HR 4173 PP
(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 requirements to the 
conduct of the activity) or prohibiting the activ-
ity or practice. 
(c) IMPLEMENTATION
OF
RECOMMENDED
STAND-
ARDS.— 
(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 en-
force 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 author-
ity under this paragraph is in addition to, and 
does not limit, any other authority of a primary 
financial regulatory agency. Compliance by an 
entity with actions taken by a primary financial 
regulatory agency under this section shall be en-
forceable in accordance with the statutes gov-
† HR 4173 PP
erning the respective jurisdiction of the primary 
financial regulatory agency over the entity, as if 
the agency action were taken under those stat-
utes. 
(2) IMPOSITION OF STANDARDS.—The primary 
financial regulatory agency shall impose the stand-
ards 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 recommenda-
tion 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 imple-
ment 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), recommendations for leg-
islation that would prevent such activities or prac-
† HR 4173 PP
SEC. 121. MITIGATION OF RISKS TO FINANCIAL STABILITY. 
(a) MITIGATORY ACTIONS.—If the Board of Governors 
determines that a bank holding company with total consoli-
dated assets of $50,000,000,000 or more, or a nonbank fi-
nancial company supervised 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 Council members then serving, 
shall require the subject company— 
(1) to terminate one or more activities; 
(2) to impose conditions on the manner in which 
the company conducts one or more activities; or 
(3) if the Board of Governors determines that 
such action is inadequate to mitigate a threat to the 
financial stability of the United States in its rec-
ommendation, to sell or otherwise transfer assets or 
off-balance-sheet items to unaffiliated entities. 
(b) NOTICE AND HEARING.— 
(1) IN GENERAL.—The Board of Governors, in 
consultation with the Council, shall provide to a com-
pany described in subsection (a) written notice that 
such company is being considered for mitigatory ac-
tion pursuant to this section, including an expla-
nation of the basis for, and description of, the pro-
posed mitigatory action.
† HR 4173 PP
(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 Gov-
ernors to contest the proposed mitigatory action. 
Upon receipt of a timely request, the Board of Gov-
ernors 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 discre-
tion of the Board of Governors, in consultation 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 deci-
sion 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 a determination described in subsection (a) 
and in a decision described in subsection (b).
† HR 4173 PP
(d) APPLICATION
TO FOREIGN FINANCIAL COMPA-
NIES.—The Board of Governors may prescribe regulations 
regarding the application of this section to foreign nonbank 
financial companies supervised by the Board of Governors 
and foreign-based bank holding companies, giving due re-
gard to the principle of national treatment and competitive 
equity. 
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 de-
pository institution and an insurance company; 
(3) the term ‘‘Data Center’’ means the data cen-
ter established under section 154; 
(4) the term ‘‘Research and Analysis Center’’ 
means the research and analysis center established 
under section 154; 
(5) the term ‘‘financial transaction data’’ means 
the structure and legal description of a financial con-
tract, with sufficient detail to describe the rights and
† HR 4173 PP
obligations between counterparties and make possible 
an independent valuation; 
(6) the term ‘‘position data’’— 
(A) means data on financial assets or li-
abilities held on the balance sheet of a financial 
company, where positions 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 valuation 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 fu-
ture delivery of items of intrinsic or extrinsic value 
among the counterparties; and 
(8) the term ‘‘financial instrument’’ means a fi-
nancial contract in which the terms and conditions 
are publicly available, and the roles of one or more 
of the counterparties are assignable without the con-
sent of any of the other counterparties (including 
common stock of a publicly traded company, govern-
ment bonds, or exchange traded futures and options 
contracts).
† HR 4173 PP
SEC. 152. OFFICE OF FINANCIAL RESEARCH ESTABLISHED. 
(a) ESTABLISHMENT.—There is established within the 
Department of the Treasury the Office of Financial Re-
search. 
(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 Di-
rector 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 indi-
vidual serving in the position of Director may not, 
during such service, also serve as the head of any fi-
nancial regulatory agency. 
(5) RESPONSIBILITIES, DUTIES, AND
AUTHOR-
ITY.—The Director shall have sole discretion in the 
manner in which the Director fulfills the responsibil-
ities and duties and exercises the authorities described 
in this subtitle.
† HR 4173 PP
(c) BUDGET.—The Director, in consultation with the 
Chairperson, 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 ap-
point and direct, all employees of the Office. 
(2) COMPENSATION.—The Director, in consulta-
tion with the Chairperson, shall fix, adjust, and ad-
minister the pay for all employees of the Office, with-
out regard to chapter 51 or subchapter III of chapter 
53 of title 5, United States Code, relating to classi-
fication of positions and General Schedule pay rates. 
(3) COMPARABILITY.—Section 1206(a) of the Fi-
nancial Institutions Reform, Recovery, and Enforce-
ment Act of 1989 (12 U.S.C. 1833b(a)) is amended— 
(A) by striking ‘‘Finance Board,’’ and in-
serting ‘‘Finance Board, the Office of Financial 
Research, and the Bureau of Consumer Finan-
cial Protection’’; and 
(B) by striking ‘‘and the Office of Thrift 
Supervision,’’. 
(e) ASSISTANCE FROM FEDERAL AGENCIES.—Any de-
partment or agency of the United States may provide to 
the Office and any special advisory, technical, or profes-
sional committees appointed by the Office, such services,
† HR 4173 PP
funds, facilities, staff, and other support services as the Of-
fice may determine advisable. Any Federal Government em-
ployee 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 
SERVICES.—The Director may procure temporary and 
intermittent services 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 pre-
scribed for level V of the Executive Schedule under section 
5316 of such title. 
(g) CONTRACTING AND LEASING AUTHORITY.—Not-
withstanding the Federal Property and Administrative 
Services Act of 1949 (41 U.S.C. 251 et seq.) or any other 
provision of law, the Director may— 
(1) enter into and perform contracts, execute in-
struments, and acquire, in any lawful manner, such 
goods and services, or personal or real property (or 
property interest), as the Director deems necessary to 
carry out the duties and responsibilities of the Office; 
and 
(2) hold, maintain, sell, lease, or otherwise dis-
pose of the property (or property interest) acquired 
under paragraph (1).
† HR 4173 PP
(h) NON-COMPETE.—The Director and any staff of the 
Office who has had access to the transaction or position 
data maintained by the Data Center or other business con-
fidential information about financial entities required to 
report to the Office, may not, for a period of 1 year after 
last having access to such transaction or position data or 
business confidential information, be employed by or pro-
vide advice or consulting services to a financial company, 
regardless of whether that entity is required to report to 
the Office. For staff whose access to business confidential 
information was limited, the Director may provide, on a 
case-by-case basis, for a shorter period of post-employment 
prohibition, provided that the shorter period does not com-
promise business confidential information. 
(i) TECHNICAL AND PROFESSIONAL ADVISORY COM-
MITTEES.—The Office, in consultation with the Chair-
person, 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 commit-
tees may be staff of the Office, or other persons, or both. 
(j) FELLOWSHIP PROGRAM.—The Office, in consulta-
tion 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 re-
† HR 4173 PP
search and to provide advanced training for Office per-
sonnel. 
(k) EXECUTIVE SCHEDULE COMPENSATION.—Section 
5314 of title 5, United States Code, is amended by adding 
at the end the following new item: 
‘‘Director of the Office of Financial Research.’’. 
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 du-
ties 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 agen-
cies; 
(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 Of-
fice available to financial regulatory agencies; and
† HR 4173 PP
(7) assisting such member agencies in deter-
mining 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 soft-
ware developed by the Office, with the Council and 
member agencies, which shared data, information, 
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 finan-
cial analyses undertaken at the request of other Fed-
eral agencies that are not member agencies. 
(c) RULEMAKING AUTHORITY.— 
(1) SCOPE.—The Office, in consultation with the 
Chairperson, 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 regula-
† HR 4173 PP
tions 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 imple-
ment such regulations prior to the expiration of the 
3-year period following the date of publication of 
final regulations, the Office, in consultation with the 
Chairperson, may implement such regulations with 
respect to the financial entities under the jurisdiction 
of the member agency. 
(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 activities of 
the Office, including the work of the Data Center and 
the Research and Analysis Center, and the assessment 
of the Office of significant financial market develop-
ments and potential 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
† HR 4173 PP
any officer or agency of the United States for ap-
proval, 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 rep-
resent the views of the President. 
(e) ADDITIONAL REPORTS.—The Director may provide 
additional reports to Congress concerning the financial sta-
bility of the United States. The Director shall notify the 
Council of any such additional reports provided to Con-
gress. 
(f) SUBPOENA.— 
(1) IN GENERAL.—The Director may require, 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 such 
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.
† HR 4173 PP
(3) ENFORCEMENT.—In the case of contumacy or 
failure to obey a subpoena, the subpoena shall be en-
forceable 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; RESPONSIBIL-
ITIES OF PRIMARY PROGRAMMATIC UNITS. 
(a) IN GENERAL.—There are established within the Of-
fice, 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 fi-
nancial entities under subparagraph (B). 
(B) AUTHORITY.—
† HR 4173 PP
(i) IN GENERAL.—The Office may, as 
determined by the Council or by the Direc-
tor 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 fi-
nancial activity or financial market in 
which the financial company participates, 
or the financial company itself, poses a 
threat to the financial stability of the 
United States. 
(ii) MITIGATION
OF
REPORT
BUR-
DEN.—Before requiring the submission of a 
report from any financial company that is 
regulated by a member agency or any pri-
mary financial regulatory agency, the Of-
fice shall coordinate with such agencies and 
shall, whenever possible, rely on information 
available from such agencies. 
(C) RULEMAKING.—The Office shall pro-
mulgate regulations 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 para-
graph.
† HR 4173 PP
(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 fi-
nancial transaction and position data to 
the Office. 
(B) CONFIDENTIALITY.—The Data Center 
shall not publish 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 IN-
STRUMENTS.—The Data Center shall maintain a 
catalog of the financial entities and instruments re-
ported to the Office. 
(5) AVAILABILITY TO THE COUNCIL AND MEMBER 
AGENCIES.—The Data Center shall make data col-
† HR 4173 PP
lected and maintained by the Data Center available 
to the Council and member agencies, as necessary to 
support their regulatory responsibilities. 
(6) OTHER AUTHORITY.—The Office shall, after 
consultation with the member agencies, provide cer-
tain 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 vio-
lated, 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 Anal-
ysis Center, on behalf of the Council, shall develop 
and maintain independent analytical capabilities 
and computing resources— 
(A) to develop and maintain metrics and 
reporting systems for risks to the financial sta-
bility of the United States; 
(B) to monitor, investigate, and report on 
changes in system-wide risk levels and patterns 
to the Council and Congress;
† HR 4173 PP
(C) to conduct, coordinate, and sponsor re-
search to support and improve regulation of fi-
nancial 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 assistance from financial regulators; 
(F) to investigate disruptions and failures 
in the financial 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 management. 
(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 re-
port to Congress.
† HR 4173 PP
(2) CONTENT.—Each report required by this sub-
section shall assess the state of the United States fi-
nancial system, including— 
(A) an analysis of any threats to the finan-
cial 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 Financial Research Fund. 
(3) INVESTMENTS AUTHORIZED.— 
(A) AMOUNTS
IN
FUND
MAY
BE
IN-
VESTED.—The Director may request the Sec-
retary to invest the portion of the Financial Re-
search Fund that is not, in the judgment of the 
Director, required to meet the needs of the Office.
† HR 4173 PP
(B) ELIGIBLE INVESTMENTS.—Investments 
shall be made by the Secretary in obligations of 
the United States or obligations that are guaran-
teed 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 redemp-
tion of, any obligations held in the Financial Re-
search Fund shall be credited to and form a part of 
the Financial Research Fund. 
(b) USE OF FUNDS.— 
(1) IN
GENERAL.—Funds obtained by, trans-
ferred 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 respon-
sibilities of the Office. 
(2) FEES, ASSESSMENTS, AND OTHER FUNDS NOT 
GOVERNMENT
FUNDS.—Funds obtained by, trans-
ferred to, or credited to the Financial Research Fund 
shall not be construed to be Government funds or ap-
propriated monies.
† HR 4173 PP
(3) AMOUNTS
NOT
SUBJECT
TO
APPORTION-
MENT.—Notwithstanding any other provision of law, 
amounts in the Financial Research Fund shall not be 
subject to apportionment for purposes of chapter 15 of 
title 31, United States Code, or under any other au-
thority, or for any other purpose. 
(c) INTERIM FUNDING.—During the 2-year period fol-
lowing the date of enactment of this Act, the Board of Gov-
ernors shall provide to the Office an amount sufficient to 
cover the expenses of the Office. 
(d) PERMANENT SELF-FUNDING.— 
(1) IN GENERAL.—Beginning 2 years after the 
date of enactment of this Act, the Secretary shall es-
tablish, by regulation, and with the approval of the 
Council, an assessment schedule, including the assess-
ment base and rates, applicable to bank holding com-
panies 
with 
total 
consolidated 
assets 
of 
$50,000,000,000 or greater and nonbank financial 
companies supervised by the Board of Governors, that 
takes into account differences among such companies, 
based on the considerations for establishing the pru-
dential standards under section 115, to collect assess-
ments equal to the estimated total expenses of the Of-
fice.
† HR 4173 PP
(2) SHORTFALL.—To the extent that the assess-
ments under paragraph (1) do not fully cover the 
total expenses of the Office, the Board of Governors 
shall provide to the Office an amount sufficient to 
cover the difference. 
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 benefits programs. 
(b) REPORTING REQUIREMENT.— 
(1) IN GENERAL.—The Office shall submit an 
annual report to the Committee on Banking, Hous-
ing, and Urban Affairs of the Senate and the Com-
mittee on Financial Services of the House of Rep-
resentatives that includes the plans described in para-
graph (2). 
(2) PLANS.—The plans described in this para-
graph are as follows: 
(A) TRAINING AND WORKFORCE DEVELOP-
MENT PLAN.—The Office shall submit a training
† HR 4173 PP
and workforce development 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 suc-
cession planning; and 
(iv) effective use of technology by em-
ployees. 
(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 assistance; 
(viii) domestic partner benefits; 
(ix) other workplace flexibilities; or
† HR 4173 PP
(x) any combination of the items de-
scribed in clauses (i) through (ix). 
(C) RECRUITMENT AND RETENTION PLAN.— 
The Office shall submit a recruitment and reten-
tion plan that includes, to the extent practicable, 
provisions relating to— 
(i) the steps necessary to target highly 
qualified applicant pools with diverse back-
grounds; 
(ii) streamlined employment applica-
tion processes; 
(iii) the provision of timely notifica-
tion of the status of employment applica-
tions to applicants; and 
(iv) the collection of information to 
measure indicators of hiring effectiveness. 
(c) EXPIRATION.—The reporting requirement under 
subsection (b) shall terminate 5 years after the date of en-
actment 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
† HR 4173 PP
(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 there-
of, to submit reports under oath, to keep the Board 
of Governors informed as to— 
(A) the financial condition of the company 
or subsidiary, systems of the company or sub-
sidiary for monitoring and controlling financial, 
operating, and other risks, and the extent to 
which the activities and operations of the com-
pany or subsidiary pose a threat to the financial 
stability of the United States; and 
(B) compliance by the company or sub-
sidiary with the requirements of this subtitle.
† HR 4173 PP
(2) USE OF EXISTING REPORTS AND INFORMA-
TION.—In carrying 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 Fed-
eral 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 Governors, a nonbank financial company 
supervised by the Board of Governors, or a subsidiary 
thereof, shall promptly provide to the Board of Gov-
ernors any information described in paragraph (2). 
(b) EXAMINATIONS.— 
(1) IN GENERAL.—Subject to paragraph (2), the 
Board of Governors may examine any nonbank fi-
nancial company supervised by the Board of Gov-
ernors and any subsidiary of such company, to deter-
mine—
† HR 4173 PP
(A) the nature of the operations and finan-
cial condition of the company and such sub-
sidiary; 
(B) the financial, operational, and other 
risks within the company that may pose a threat 
to the safety and soundness of such company or 
to the financial stability of the United States; 
(C) the systems for monitoring and control-
ling such risks; and 
(D) compliance by the company with the re-
quirements of this subtitle. 
(2) USE OF EXAMINATION REPORTS AND INFOR-
MATION.—For purposes of this subsection, the Board 
of Governors shall, to the fullest extent possible, rely 
on reports of examination of any depository institu-
tion subsidiary or functionally regulated subsidiary 
made by the primary financial regulatory agency for 
that subsidiary, and on information described in sub-
section (a)(2). 
(c) COORDINATION WITH PRIMARY FINANCIAL REGU-
LATORY AGENCY.—The Board of Governors shall— 
(1) provide to the primary financial regulatory 
agency for any company or subsidiary, reasonable no-
tice before requiring a report, requesting information,
† HR 4173 PP
or commencing an examination of such subsidiary 
under this section; and 
(2) avoid duplication of examination activities, 
reporting requirements, and requests for information, 
to the 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 subsections (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 com-
pany were a bank holding company, as provided 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 de-
termines that a condition, practice, or activity of a 
depository institution subsidiary or functionally regu-
lated subsidiary of a nonbank financial company su-
pervised 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
† HR 4173 PP
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 ac-
tion or enforcement proceeding. The recommendation 
shall be accompanied by a written explanation of the 
concerns giving rise to the recommendation. 
(2) BACK-UP AUTHORITY OF THE BOARD OF GOV-
ERNORS.—If, during the 60-day period beginning on 
the date on which the primary financial regulatory 
agency receives a recommendation under paragraph 
(1), the primary financial regulatory agency does not 
take supervisory or enforcement action against a sub-
sidiary that is acceptable to the Board of Governors, 
the Board of Governors (upon a vote of its members) 
may take the recommended supervisory or enforce-
ment action, as if the subsidiary were a bank holding 
company subject to supervision by the Board of Gov-
ernors. 
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 supervised by the Board of Governors
† HR 4173 PP
shall be deemed to be, and shall be treated as, a bank hold-
ing company. 
(b) ACQUISITION OF NONBANK COMPANIES.— 
(1) PRIOR NOTICE FOR LARGE ACQUISITIONS.— 
Notwithstanding section 4(k)(6)(B) of the Bank Hold-
ing Company Act of 1956 (12 U.S.C. 1843(k)(6)(B)), 
a bank holding company with total consolidated as-
sets 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 own-
ership or control of any voting shares of any com-
pany (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 Gov-
ernors in advance of the transaction. 
(2) EXEMPTIONS.—The prior notice requirement 
in paragraph (1) shall not apply with regard to the 
acquisition of shares that would qualify for the ex-
emptions 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 proce-
dures set forth in section 4(j)(1) of the Bank Holding
† HR 4173 PP
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 
$50,000,000,000 or a nonbank financial company su-
pervised 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. 
SEC. 164. PROHIBITION AGAINST MANAGEMENT INTER-
LOCKS BETWEEN CERTAIN FINANCIAL COM-
PANIES. 
A nonbank financial company supervised by the Board 
of Governors 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
† HR 4173 PP
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 offi-
cial 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 ex-
emption for interlocks resulting from a merger, acquisition, 
or consolidation). 
SEC. 165. ENHANCED SUPERVISION AND PRUDENTIAL 
STANDARDS FOR NONBANK FINANCIAL COM-
PANIES SUPERVISED BY THE BOARD OF GOV-
ERNORS AND CERTAIN BANK HOLDING COM-
PANIES. 
(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 of large, interconnected financial institu-
tions, the Board of Governors shall, on its own or 
pursuant to recommendations by the Council under 
section 115, establish prudential standards and re-
porting and disclosure requirements applicable to 
nonbank financial companies supervised by the Board
† HR 4173 PP
(i) risk-based capital requirements; 
(ii) leverage limits; 
(iii) liquidity requirements; 
(iv) resolution plan and credit expo-
sure report requirements; and 
(v) concentration limits. 
(B) 
ADDITIONAL
STANDARDS
AUTHOR-
IZED.—The Board of Governors may, by regula-
tion or order, establish 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; and 
(iii) overall risk management require-
ments. 
(2) PRUDENTIAL STANDARDS FOR FOREIGN FI-
NANCIAL COMPANIES.—In applying the standards set 
forth in paragraph (1) to foreign nonbank financial 
companies supervised by the Board of Governors and 
to foreign-based bank holding companies, the Board of 
Governors shall give due regard to the principle of 
national treatment and competitive equity.
† HR 4173 PP
(3) CONSIDERATIONS.—In prescribing pruden-
tial standards under paragraph (1), the Board of 
Governors shall— 
(A) take into account differences among 
nonbank financial 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 in-
sured depository institution; 
(iii) nonfinancial activities and affili-
ations of the company; and 
(iv) any other 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 stand-
ards established under paragraph (1) of this sub-
section; and 
(C) take into account any recommendations 
of the Council under section 115. 
(4) REPORT.—The Board of Governors shall sub-
mit an annual report to Congress regarding the im-
† HR 4173 PP
plementation 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 promulgate regu-
lations that require each nonbank financial company 
supervised by the Board of Governors and bank hold-
ing companies described in subsection (a) to main-
tain a minimum amount of long-term hybrid debt 
that is convertible to equity in times of financial 
stress. 
(2) FACTORS TO CONSIDER.—In establishing reg-
ulations 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 a conversion under this sub-
section; 
(C) the factors described in subsection 
(b)(3)(A);
† HR 4173 PP
(D) capital requirements applicable to the 
nonbank financial company supervised by the 
Board of Governors or a bank holding company 
described in subsection (a), and subsidiaries 
thereof; and 
(E) any other factor that the Board of Gov-
ernors deems appropriate. 
(d) RESOLUTION PLAN AND CREDIT EXPOSURE RE-
PORTS.— 
(1) RESOLUTION PLAN.—The Board of Governors 
shall require each nonbank financial company super-
vised by the Board of Governors and bank holding 
companies described in subsection (a) to report peri-
odically 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. 
(2) CREDIT EXPOSURE REPORT.—The Board of 
Governors shall require each nonbank financial com-
pany supervised by the Board of Governors and bank 
holding companies described in subsection (a) to re-
port periodically to the Board of Governors, the Coun-
cil, and the Corporation on— 
(A) the nature and extent to which the com-
pany has credit exposure to other significant
† HR 4173 PP
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 section by each nonbank finan-
cial 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 su-
pervised 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 com-
pany under title 11, United States Code— 
(A) the Board of Governors and the Cor-
poration shall notify the company, as applicable, 
of the deficiencies in the resolution plan; and 
(B) the company shall resubmit the resolu-
tion plan within a time frame determined by the
100 
† HR 4173 PP
Board of Governors and the Corporation, with 
revisions demonstrating that the plan is credible 
and would result in an orderly resolution under 
title 11, United States Code, including any pro-
posed changes in business operations and cor-
porate 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 sub-
section (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, lever-
age, or liquidity requirements, or restrictions on 
the growth, activities, or operations of the com-
pany, or any subsidiary thereof, until such time 
as the company resubmits a plan that remedies 
the deficiencies. 
(B) DIVESTITURE.—The Board of Gov-
ernors and the Corporation, in consultation with 
the Council, may direct a nonbank financial 
company supervised by the Board of Governors
101 
† HR 4173 PP
or a bank holding company described in sub-
section (a), by order, to divest certain assets or 
operations identified by the Board of Governors 
and the Corporation, to facilitate an orderly res-
olution 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 pur-
suant 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 sub-
paragraph (A), to resubmit the resolution 
plan with such revisions as were required 
under paragraph (4)(B). 
(6) RULES.—Not later than 18 months after the 
date of enactment of this Act, the Board of Governors 
and the Corporation shall jointly issue final rules im-
plementing 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
102 
† HR 4173 PP
Board of Governors or a bank holding company de-
scribed in subsection (a), the Board of Governors, by 
regulation, shall prescribe standards that limit such 
risks. 
(2) LIMITATION
ON
CREDIT
EXPOSURE.—The 
regulations prescribed by the Board of Governors 
under paragraph (1) shall prohibit each nonbank fi-
nancial company supervised by the Board of Gov-
ernors and bank holding company described in sub-
section (a) from having credit exposure to any unaf-
filiated company that exceeds 25 percent of the cap-
ital stock and surplus (or such lower amount as the 
Board of Governors may determine by regulation to 
be necessary to mitigate risks to the financial sta-
bility of the United States) of the company. 
(3) CREDIT EXPOSURE.—For purposes of para-
graph (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; 
(C) 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
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Board of Governors or a bank holding company 
described in subsection (a); 
(D) all guarantees, acceptances, or letters of 
credit (including endorsement or standby letters 
of credit) issued on behalf of the company; 
(E) all purchases of or investment in securi-
ties issued by the company; 
(F) counterparty credit exposure to the com-
pany in connection with a derivative transaction 
between the nonbank financial company super-
vised by the Board of Governors or a bank hold-
ing company described in subsection (a) and the 
company; and 
(G) any other similar transactions that the 
Board of Governors, by regulation, determines to 
be a credit exposure 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 company, to 
the extent that the proceeds of the transaction are 
used for the benefit of, or transferred to, that com-
pany.
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(5) RULEMAKING.—The Board of Governors may 
issue such regulations and orders, including defini-
tions consistent with this section, as may be necessary 
to administer and carry out this subsection. 
(6) EXEMPTIONS.—The Board of Governors may, 
by regulation or order, exempt transactions, in whole 
or in part, from the definition of ‘‘credit exposure’’ 
for purposes of this subsection, if the Board of Gov-
ernors finds that the exemption is in the public inter-
est and is consistent with the purpose of this sub-
section. 
(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 enactment of this Act. 
(B) EXTENSION AUTHORIZED.—The Board 
of Governors may extend the period specified in 
subparagraph (A) for not longer than an addi-
tional 2 years. 
(f) ENHANCED PUBLIC DISCLOSURES.—The Board of 
Governors may prescribe, by regulation, periodic public dis-
closures 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
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the risk profile, capital adequacy, and risk management ca-
pabilities thereof. 
(g) RISK COMMITTEE.— 
(1) NONBANK
FINANCIAL
COMPANIES
SUPER-
VISED BY THE BOARD OF GOVERNORS.—The Board of 
Governors shall require each nonbank financial com-
pany supervised by the Board of Governors that is a 
publicly traded company to establish a risk com-
mittee, as set forth in paragraph (3), not later than 
1 year after the date of receipt of a notice of final de-
termination under section 113(d)(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 Governors shall issue regulations re-
quiring each bank holding company that is a 
publicly traded company and that has total con-
solidated 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 hold-
ing company that is a publicly traded company 
and that has total consolidated assets of less than
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$10,000,000,000 to establish a risk committee, as 
set forth in paragraph (3), as determined nec-
essary or appropriate by the Board of Governors 
to promote sound risk management practices. 
(3) RISK
COMMITTEE.—A risk committee re-
quired by this subsection shall— 
(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 di-
rectors as the Board of Governors may determine 
appropriate, based on the nature of operations, 
size of assets, and other appropriate criteria re-
lated to the nonbank financial company super-
vised by the Board of Governors or a bank hold-
ing company described in subsection (a), as ap-
plicable; and 
(C) include at least 1 risk management ex-
pert 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
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than 1 year after the transfer date, to take effect not 
later than 15 months after the transfer date. 
(h) STRESS TESTS.—The Board of Governors shall 
conduct analyses in which nonbank financial companies su-
pervised by the Board of Governors and bank holding com-
panies described in subsection (a) are subject to evaluation 
of whether the companies have the capital, on a total con-
solidated basis, necessary to absorb losses as a result of ad-
verse economic conditions. The Board of Governors may de-
velop and apply such other analytic techniques as are nec-
essary to identify, measure, and monitor risks to the finan-
cial stability of the United States. 
SEC. 166. EARLY REMEDIATION REQUIREMENTS. 
(a) IN GENERAL.—The Board of Governors, in con-
sultation with the Council and the Corporation, shall pre-
scribe regulations establishing requirements to provide for 
the early remediation of financial distress of a nonbank fi-
nancial 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 REQUIRE-
MENTS.—The purpose of the early remediation require-
ments under subsection (a) shall be to establish a series of 
specific remedial actions to be taken by a nonbank financial
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company supervised by the Board of Governors or a bank 
holding company described in section 165(a) that is experi-
encing increasing financial distress, in order to minimize 
the probability that the company will become insolvent and 
the potential harm of such insolvency to the financial sta-
bility 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 company, including regulatory capital, liquidity 
measures, and other forward-looking indicators; and 
(2) establish requirements that increase in strin-
gency as the financial condition of the company de-
clines, including— 
(A) requirements in the initial stages of fi-
nancial decline, including limits on capital dis-
tributions, acquisitions, and asset growth; and 
(B) requirements at later stages of financial 
decline, including a capital restoration plan and 
capital-raising requirements, limits on trans-
actions with affiliates, management changes, and 
asset sales.
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SEC. 167. AFFILIATIONS. 
(a) AFFILIATIONS.—Nothing in this subtitle shall be 
construed to require a nonbank financial company super-
vised by the Board of Governors, or a company that controls 
a nonbank financial company supervised by the Board of 
Governors, to conform the activities thereof to the require-
ments of section 4 of the Bank Holding Company Act of 
1956 (12 U.S.C. 1843). 
(b) REQUIREMENT.— 
(1) IN GENERAL.—If a nonbank financial com-
pany supervised by the Board of Governors conducts 
activities other than those that are determined to be 
financial in nature or incidental thereto under sec-
tion 4(k) of the Bank Holding Company Act of 1956, 
the Board of Governors may require such company to 
establish and conduct such activities that are deter-
mined to be financial in nature or incidental thereto 
in an intermediate holding company established pur-
suant to regulation of the Board of Governors, not 
later than 90 days after the date on which the 
nonbank financial company supervised by the Board 
of Governors was notified of the determination under 
section 113(a). 
(2) INTERNAL FINANCIAL ACTIVITIES.—For pur-
poses of this subsection, activities that are determined 
to be financial in nature or incidental thereto under
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section 4(k) of the Bank Holding Company Act of 
1956, as described in paragraph (1), shall not include 
internal financial activities conducted for a nonbank 
financial company supervised by the Board of Gov-
ernors or any affiliate, including internal treasury, 
investment, and employee benefit functions. With re-
spect to any internal financial activity of such com-
pany during the year prior to the date of enactment 
of this Act, such company may continue to engage in 
such activity as long as at least 2⁄3 of the assets or 
2⁄3 of the revenues generated from the activity are 
from or attributable to such company, subject to re-
view 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. 
(c) REGULATIONS.—The Board of Governors— 
(1) shall promulgate regulations to establish the 
criteria for determining whether to require a nonbank 
financial company supervised by the Board of Gov-
ernors to establish an intermediate holding company 
under subsection (a); and 
(2) may promulgate regulations to establish any 
restrictions or limitations on transactions between an 
intermediate holding company or a nonbank finan-
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cial company supervised by the Board of Governors 
and its affiliates, as necessary to prevent unsafe and 
unsound practices in connection with transactions be-
tween such company, or any subsidiary thereof, and 
its parent company or affiliates that are not subsidi-
aries of such company, except that such regulations 
shall not restrict or limit any transaction in connec-
tion with the bona fide acquisition or lease by an un-
affiliated person of assets, goods, or services. 
SEC. 168. REGULATIONS. 
Except as otherwise specified in this subtitle, not later 
than 18 months after the transfer date, the Board of Gov-
ernors shall issue final regulations to implement this sub-
title and the amendments made by this subtitle. 
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 re-
quirements applicable to bank holding companies and 
nonbank financial companies under other provisions of law. 
SEC. 170. SAFE HARBOR. 
(a) REGULATIONS.—The Board of Governors shall pro-
mulgate 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 for-
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eign nonbank financial companies from supervision by the 
Board of Governors. 
(b) CONSIDERATIONS.—In developing the criteria 
under subsection (a), the Board of Governors shall take into 
account the factors for consideration described in sub-
sections (a) and (b) of section 113 in determining whether 
a U.S. nonbank financial company or foreign nonbank fi-
nancial company shall be supervised by the Board of Gov-
ernors. 
(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) UPDATE.—The Board of Governors shall, in con-
sultation with the Council, review the regulations promul-
gated 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 consulta-
tion with, the Council to update as necessary the criteria 
set forth in such regulations. 
(e) TRANSITION PERIOD.—No revisions under sub-
section (d) shall take effect before the end of the 2-year pe-
riod after the date of publication of such revisions in final 
form.
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(f) REPORT.—The Chairperson of the Board of Gov-
ernors 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 Finan-
cial Services of the House of Representatives not later than 
30 days after the date of the issuance in final form of the 
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 
exemption and empirical evidence to support the criteria 
for exemption. 
SEC. 171. LEVERAGE AND RISK-BASED CAPITAL REQUIRE-
MENTS. 
(a) DEFINITIONS.— 
(1) GENERALLY APPLICABLE LEVERAGE CAPITAL 
REQUIREMENTS.—The term ‘‘generally applicable le-
verage capital requirements’’ means— 
(A) the minimum ratios of tier 1 capital to 
average total assets, as established by the appro-
priate Federal banking agencies to apply to in-
sured depository institutions under the prompt 
corrective action regulations implementing sec-
tion 38 of the Federal Deposit Insurance Act, re-
gardless of total consolidated asset size or foreign 
financial exposure; and
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shall establish minimum leverage capital require-
ments on a consolidated basis for insured depository 
institutions, depository institution holding compa-
nies, and nonbank financial companies identified 
under section 113. The minimum leverage capital re-
quirements established under this paragraph shall not 
be less than the generally applicable leverage capital 
requirements, which shall serve as a floor for any cap-
ital requirements the agency may require, nor quan-
titatively 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
REQUIRE-
MENTS.—The appropriate Federal banking agencies 
shall establish minimum risk-based capital require-
ments on a consolidated basis for insured depository 
institutions, depository institution holding compa-
nies, and nonbank financial companies identified 
under section 113. The minimum risk-based capital 
requirements established under this paragraph shall 
not be less than the generally applicable risk-based 
capital requirements, which shall serve as a floor for 
any capital requirements the agency may require, nor 
quantitatively lower than the generally applicable
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risk-based capital requirements that were in effect for 
insured depository institutions as of the date of enact-
ment of this Act. 
(3) CAPITAL REQUIREMENTS TO ADDRESS AC-
TIVITIES THAT POSE RISKS TO THE FINANCIAL SYS-
TEM.— 
(A) IN
GENERAL.—Subject to the rec-
ommendations of the Council, in accordance with 
section 120, the Federal banking agencies shall 
develop capital requirements applicable to all in-
stitutions covered by this section that address the 
risks that the activities of such institutions pose, 
not only to the institution engaging in the activ-
ity, but to other public and private stakeholders 
in the event of adverse performance, disruption, 
or failure of the institution or the activity. 
(B) CONTENT.—Such rules shall address, at 
a minimum, 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 re-
purchase agreements;
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(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 dis-
rupt financial markets if the institution is 
forced to unexpectedly cease the activity. 
TITLE II—ORDERLY 
LIQUIDATION AUTHORITY 
SEC. 201. DEFINITIONS. 
(a) IN GENERAL.—In this title, the following defini-
tions shall apply: 
(1) ADMINISTRATIVE
EXPENSES
OF
THE
RE-
CEIVER.—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 company in liquidating a cov-
ered financial company; and 
(B) any obligations that the Corporation as 
receiver for a covered financial company deter-
mines are necessary and appropriate to facilitate
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the smooth and orderly liquidation 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 financial company’’ means a new financial 
company organized by the Corporation in accordance 
with section 210(h) for the purpose of resolving a cov-
ered financial company. 
(4) CLAIM.—The term ‘‘claim’’ means any right 
of payment, whether or not such right is reduced to 
judgment, liquidated, unliquidated, fixed, contingent, 
matured, unmatured, disputed, undisputed, legal, eq-
uitable, secured, or unsecured. 
(5) COMPANY.—The term ‘‘company’’ has the 
same meaning as in section 2(b) of the Bank Holding 
Company Act of 1956 (12 U.S.C. 1841(b)), except 
that such term includes any company described in 
paragraph (11), the majority of the securities of 
which are owned by the United States or any State. 
(6) COVERED BROKER OR DEALER.—The term 
‘‘covered broker or dealer’’ means a covered financial 
company that is a broker or dealer that—
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(A) is registered with the Commission under 
section 15(b) of the Securities Exchange Act of 
1934 (15 U.S.C. 78o(b)); and 
(B) is a member of SIPC. 
(7) COVERED
FINANCIAL
COMPANY.—The term 
‘‘covered financial company’’— 
(A) means a financial company for which 
a determination has been made under section 
203(b); and 
(B) does not include an insured depository 
institution. 
(8) COVERED SUBSIDIARY.—The term ‘‘covered 
subsidiary’’ means a subsidiary of a covered financial 
company, other than— 
(A) an insured depository institution; 
(B) an insurance company; or 
(C) a covered broker or dealer. 
(9) DEFINITIONS RELATING TO COVERED BRO-
KERS AND DEALERS.—The terms ‘‘customer’’, ‘‘cus-
tomer name securities’’, ‘‘customer property’’, and 
‘‘net equity’’ in the context of a covered broker or 
dealer, have the same meanings as in section 16 of the 
Securities Investor Protection Act of 1970 (15 U.S.C. 
78lll).
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(10) FINANCIAL COMPANY.—The term ‘‘financial 
company’’ means any company that— 
(A) is incorporated or organized under any 
provision of Federal law or the laws of any 
State; 
(B) is— 
(i) a bank holding company, as defined 
in section 2(a) of the Bank Holding Com-
pany Act of 1956 (12 U.S.C. 1841(a)), and 
including any company described in para-
graph (5); 
(ii) a nonbank financial company su-
pervised by the Board of Governors; 
(iii) any company that is predomi-
nantly engaged in activities that the Board 
of Governors has determined are financial 
in nature or incidental thereto for purposes 
of section 4(k) of the Bank Holding Com-
pany Act of 1956 (12 U.S.C. 1843(k)) other 
than a company described in clause (i) or 
(ii); or 
(iv) any subsidiary of any company 
described in any of clauses (i) through (iii) 
that is predominantly engaged in activities 
that the Board of Governors has determined
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are financial in nature or incidental thereto 
for purposes of section 4(k) of the Bank 
Holding Company Act of 1956 (12 U.S.C. 
1843(k)) (other than a subsidiary that is an 
insured depository institution or an insur-
ance company); and 
(C) is not a Farm Credit System institu-
tion chartered under and subject to the provi-
sions of the Farm Credit Act of 1971, as amend-
ed (12 U.S.C. 2001 et seq.), a governmental enti-
ty, or a regulated entity, as defined under sec-
tion 1303 of the Federal Housing Enterprises Fi-
nancial Safety and Soundness Act of 1992 (12 
U.S.C. 4502(20)). 
(11) FUND.—The term ‘‘Fund’’ means the Or-
derly Liquidation Fund established under section 
210(n). 
(12) INSURANCE
COMPANY.—The term ‘‘insur-
ance company’’ means any entity that is— 
(A) engaged in the business of insurance; 
(B) subject to regulation by a State insur-
ance regulator; and 
(C) covered by a State law that is designed 
to specifically deal with the rehabilitation, liq-
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uidation, or insolvency of an insurance com-
pany. 
(13) NONBANK FINANCIAL COMPANY.—The term 
‘‘nonbank financial company’’ has the same meaning 
as in section 102(a)(4)(C). 
(14) NONBANK FINANCIAL COMPANY SUPERVISED 
BY THE BOARD OF GOVERNORS.—The term ‘‘nonbank 
financial company supervised by the Board of Gov-
ernors’’ has the same meaning as in section 
102(a)(3)(D). 
(15) COURT.—The term ‘‘Court’’ means the 
United States District Court for the District of Co-
lumbia. 
(16) SIPC.—The term ‘‘SIPC’’ means the Secu-
rities Investor Protection Corporation. 
(b) DEFINITIONAL CRITERIA.—For purpose of the defi-
nition of the term ‘‘financial company’’ under subsection 
(a)(10), no company shall be deemed to be predominantly 
engaged in activities that the Board of Governors has deter-
mined are financial in nature or incidental thereto for pur-
poses of section 4(k) of the Bank Holding Company Act of 
1956 (12 U.S.C. 1843(k)), if the consolidated revenues of 
such company from such activities constitute less than 85 
percent of the total consolidated revenues of such company, 
as the Corporation, in consultation with the Secretary, shall
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establish by regulation. In determining whether a company 
is a financial company under this title, the consolidated 
revenues derived from the ownership or control of a deposi-
tory institution shall be included. 
SEC. 202. JUDICIAL REVIEW. 
(a) COMMENCEMENT OF ORDERLY LIQUIDATION.— 
(1) PETITION TO DISTRICT COURT.— 
(A) DISTRICT COURT REVIEW.— 
(i) PETITION
TO
DISTRICT
COURT.— 
Subsequent to a determination by the Sec-
retary under section 203 that a financial 
company satisfies the criteria in section 
203(b), the Secretary shall notify the Cor-
poration and the covered financial com-
pany. If the board of directors (or body per-
forming similar functions) of the covered fi-
nancial company acquiesces or consents to 
the appointment of the Corporation as a re-
ceiver, the Secretary shall appoint the Cor-
poration as a receiver. If the board of direc-
tors (or body performing similar functions) 
of the covered financial company does not 
acquiesce or consent to the appointment of 
the Corporation as receiver, the Secretary 
shall petition the United States District
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Court for the District of Columbia for an 
order authorizing the Secretary to appoint 
the Corporation as a receiver. 
(ii) FORM AND CONTENT OF ORDER.— 
The Secretary shall present all relevant 
findings and the recommendation made 
pursuant to section 203(a) to the Court. The 
petition shall be filed under seal. 
(iii) DETERMINATION.—On a strictly 
confidential basis, and without any prior 
public disclosure, the Court, after notice to 
the covered financial company and a hear-
ing in which the covered financial company 
may oppose the petition, shall determine 
whether the determination of the Secretary 
that the covered financial company is in de-
fault or in danger of default and satisfies 
the definition of a financial company under 
section 201(10) is arbitrary and capricious. 
(iv) ISSUANCE
OF
ORDER.—If the 
Court determines that the determination of 
the Secretary that the covered financial 
company is in default or in danger of de-
fault and satisfies the definition of a finan-
cial company under section 201(10)—
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(I) is not arbitrary and capri-
cious, the Court shall issue an order 
immediately authorizing the Secretary 
to appoint the Corporation as receiver 
of the covered financial company; or 
(II) is arbitrary and capricious, 
the Court shall immediately provide to 
the Secretary a written statement of 
each reason supporting its determina-
tion, and afford the Secretary an im-
mediate opportunity to amend and 
refile the petition under clause (i). 
(v) PETITION GRANTED BY OPERATION 
OF LAW.—If the Court does not make a de-
termination within 24 hours of receipt of 
the petition— 
(I) the petition shall be granted 
by operation of law; 
(II) the Secretary shall appoint 
the Corporation as receiver; and 
(III) liquidation under this title 
shall automatically and without fur-
ther notice or action be commenced 
and the Corporation may immediately
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take all actions authorized under this 
title. 
(B) EFFECT OF DETERMINATION.—The de-
termination of the Court under subparagraph 
(A) shall be final, and shall be subject to appeal 
only in accordance with paragraph (2). The de-
cision shall not be subject to any stay or injunc-
tion pending appeal. Upon conclusion of its pro-
ceedings under subparagraph (A), the Court 
shall provide immediately for the record a writ-
ten statement of each reason supporting the deci-
sion of the Court, and shall provide copies there-
of to the Secretary and the covered financial 
company. 
(C) CRIMINAL PENALTIES.—A person who 
recklessly discloses a determination of the Sec-
retary under section 203(b) or a petition of the 
Secretary under subparagraph (A), or the pend-
ency of court proceedings as provided for under 
subparagraph (A), shall be fined not more than 
$250,000, or imprisoned for not more than 5 
years, or both. 
(2) APPEAL
OF
DECISIONS
OF
THE
DISTRICT 
COURT.— 
(A) APPEAL TO COURT OF APPEALS.—
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(i) IN
GENERAL.—Subject to clause 
(ii), the United States Court of Appeals for 
the District of Columbia Circuit shall have 
jurisdiction of an appeal of a final decision 
of the Court filed by the Secretary or a cov-
ered financial company, through its board 
of 
directors, 
notwithstanding 
section 
210(a)(1)(A)(i), not later than 30 days after 
the date on which the decision of the Court 
is rendered or deemed rendered under this 
subsection. 
(ii) CONDITION
OF
JURISDICTION.— 
The Court of Appeals shall have jurisdiction 
of an appeal by a covered financial com-
pany only if the covered financial company 
did not acquiesce or consent to the appoint-
ment of a receiver by the Secretary under 
paragraph (1)(A). 
(iii) EXPEDITION.—The Court of Ap-
peals shall consider any appeal under this 
subparagraph on an expedited basis. 
(iv) SCOPE OF REVIEW.—For an ap-
peal taken under this subparagraph, review 
shall be limited to whether the determina-
tion of the Secretary that a covered finan-
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cial company is in default or in danger of 
default and satisfies the definition of a fi-
nancial company under section 201(10) is 
arbitrary and capricious. 
(B) APPEAL TO THE SUPREME COURT.— 
(i) IN GENERAL.—A petition for a writ 
of certiorari to review a decision of the 
Court of Appeals under subparagraph (A) 
may be filed by the Secretary or the covered 
financial company, through its board of di-
rectors, 
notwithstanding 
section 
210(a)(1)(A)(i), with the Supreme Court of 
the United States, not later than 30 days 
after the date of the final decision of the 
Court of Appeals, and the Supreme Court 
shall have discretionary jurisdiction to re-
view such decision. 
(ii) WRITTEN
STATEMENT.—In the 
event of a petition under clause (i), the 
Court of Appeals shall immediately provide 
for the record a written statement of each 
reason for its decision. 
(iii) 
EXPEDITION.—The 
Supreme 
Court shall consider any petition under this 
subparagraph on an expedited basis.
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(iv) SCOPE
OF
REVIEW.—Review by 
the Supreme Court under this subparagraph 
shall be limited to whether the determina-
tion of the Secretary that the covered finan-
cial company is in default or in danger of 
default and satisfies the definition of a fi-
nancial company under section 201(10) is 
arbitrary and capricious. 
(b) ESTABLISHMENT AND TRANSMITTAL OF RULES 
AND PROCEDURES.— 
(1) IN GENERAL.—Not later than 6 months after 
the date of enactment of this Act, the Court shall es-
tablish such rules and procedures as may be necessary 
to ensure the orderly conduct of proceedings, includ-
ing rules and procedures to ensure that the 24-hour 
deadline is met and that the Secretary shall have an 
ongoing opportunity to amend and refile petitions 
under subsection (a)(1). 
(2) PUBLICATION
OF
RULES.—The rules and 
procedures established under paragraph (1), and any 
modifications of such rules and procedures, shall be 
recorded and shall be transmitted to— 
(A) the Committee on the Judiciary of the 
Senate;
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(B) the Committee on Banking, Housing, 
and Urban Affairs of the Senate; 
(C) the Committee on the Judiciary of the 
House of Representatives; and 
(D) the Committee on Financial Services of 
the House of Representatives. 
(c) PROVISIONS APPLICABLE TO FINANCIAL COMPA-
NIES.— 
(1) BANKRUPTCY CODE.—Except as provided in 
this subsection, the provisions of the Bankruptcy Code 
and rules issued thereunder, and not the provisions of 
this title, shall apply to financial companies that are 
not covered financial companies for which the Cor-
poration has been appointed as receiver. 
(2) THIS
TITLE.—The provisions of this title 
shall exclusively apply to and govern all matters re-
lating to covered financial companies for which the 
Corporation is appointed as receiver, and no provi-
sions of the Bankruptcy Code or the rules issued 
thereunder shall apply in such cases. 
(d) TIME LIMIT ON RECEIVERSHIP AUTHORITY.— 
(1) BASELINE PERIOD.—Any appointment of the 
Corporation as receiver under this section shall termi-
nate at the end of the 3-year period beginning on the 
date on which such appointment is made.
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(2) EXTENSION OF TIME LIMIT.—The time limit 
established in paragraph (1) may be extended by the 
Corporation for up to 1 additional year, if the Chair-
person of the Corporation determines and certifies in 
writing to the Committee on Banking, Housing, and 
Urban Affairs of the Senate and the Committee on 
Financial Services of the House of Representatives 
that continuation of the receivership is necessary— 
(A) to— 
(i) maximize the net present value re-
turn from the sale or other disposition of 
the assets of the covered financial company; 
or 
(ii) minimize the amount of loss real-
ized upon the sale or other disposition of the 
assets of the covered financial company; and 
(B) to protect the stability of the financial 
system of the United States. 
(3) SECOND EXTENSION OF TIME LIMIT.— 
(A) IN
GENERAL.—The time limit under 
this subsection, as extended under paragraph (2), 
may be extended for up to 1 additional year, if 
the Chairperson of the Corporation, with the con-
currence of the Secretary, submits the certifi-
cations described in paragraph (2).
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(B) ADDITIONAL REPORT REQUIRED.—Not 
later than 30 days after the date of commence-
ment of the extension under subparagraph (A), 
the Corporation shall submit a report to the 
Committee on Banking, Housing, and Urban Af-
fairs of the Senate and the Committee on Finan-
cial Services of the House of Representatives de-
scribing the need for the extension and the spe-
cific plan of the Corporation to conclude the re-
ceivership before the end of the second extension. 
(4) ONGOING LITIGATION.—The time limit under 
this subsection, as extended under paragraph (3), 
may be further extended solely for the purpose of com-
pleting ongoing litigation in which the Corporation 
as receiver is a party, provided that the appointment 
of the Corporation as receiver shall terminate not 
later than 90 days after the date of completion of such 
litigation, if— 
(A) the Council determines that the Cor-
poration used its best efforts to conclude the re-
ceivership in accordance with its plan before the 
end of the time limit described in paragraph (3); 
(B) the Council determines that the comple-
tion of longer-term responsibilities in the form of
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ongoing litigation justifies the need for an exten-
sion; and 
(C) the Corporation submits a report ap-
proved by the Council not later than 30 days 
after the date of the determinations by the Coun-
cil under subparagraphs (A) and (B) to the 
Committee on Banking, Housing, and Urban Af-
fairs of the Senate and the Committee on Finan-
cial Services of the House of Representatives, de-
scribing— 
(i) the ongoing litigation justifying the 
need for an extension; and 
(ii) the specific plan of the Corporation 
to complete the litigation and conclude the 
receivership. 
(5) REGULATIONS.—The Corporation may issue 
regulations governing the termination of receiverships 
under this title. 
(6) NO LIABILITY.—The Corporation and the De-
posit Insurance Fund shall not be liable for unre-
solved claims arising from the receivership after the 
termination of the receivership. 
(e) STUDY OF BANKRUPTCY AND ORDERLY LIQUIDA-
TION PROCESS FOR FINANCIAL COMPANIES.— 
(1) STUDY.—
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(A) IN GENERAL.—The Administrative Of-
fice of the United States Courts and the Comp-
troller General of the United States shall each 
monitor the activities of the Court, and each 
such Office shall conduct separate studies regard-
ing the bankruptcy and orderly liquidation proc-
ess for financial companies under the Bank-
ruptcy Code. 
(B) ISSUES
TO
BE
STUDIED.—In con-
ducting the study under subparagraph (A), the 
Administrative Office of the United States 
Courts and the Comptroller General of the 
United States each shall evaluate— 
(i) the effectiveness of chapter 7 or 
chapter 11 of the Bankruptcy Code in fa-
cilitating the orderly liquidation or reorga-
nization of financial companies; 
(ii) ways to maximize the efficiency 
and effectiveness of the Court; and 
(iii) ways to make the orderly liquida-
tion process under the Bankruptcy Code for 
financial companies more effective. 
(2) REPORTS.—Not later than 1 year after the 
date of enactment of this Act, in each successive year 
until the third year, and every fifth year after that
135 
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date of enactment, the Administrative Office of the 
United States Courts and the Comptroller General of 
the United States shall submit to the Committee on 
Banking, Housing, and Urban Affairs and the Com-
mittee on the Judiciary of the Senate and the Com-
mittee on Financial Services and the Committee on 
the Judiciary of the House of Representatives sepa-
rate reports summarizing the results of the studies 
conducted under paragraph (1). 
(f) STUDY OF INTERNATIONAL COORDINATION RELAT-
ING TO BANKRUPTCY PROCESS FOR FINANCIAL COMPA-
NIES.— 
(1) STUDY.— 
(A) IN GENERAL.—The Comptroller General 
of the United States shall conduct a study re-
garding international coordination relating to 
the orderly liquidation of financial companies 
under the Bankruptcy Code. 
(B) ISSUES
TO
BE
STUDIED.—In con-
ducting the study under subparagraph (A), the 
Comptroller General of the United States shall 
evaluate, with respect to the bankruptcy process 
for financial companies— 
(i) the extent to which international 
coordination currently exists;
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† HR 4173 PP
(ii) current mechanisms and structures 
for facilitating international cooperation; 
(iii) barriers to effective international 
coordination; and 
(iv) ways to increase and make more 
effective international coordination. 
(2) REPORT.—Not later than 1 year 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 and the Com-
mittee on the Judiciary of the Senate and the Com-
mittee on Financial Services and the Committee on 
the Judiciary of the House of Representatives and the 
Secretary a report summarizing the results of the 
study conducted under paragraph (1). 
(g) STUDY OF PROMPT CORRECTIVE ACTION IMPLE-
MENTATION BY THE APPROPRIATE FEDERAL AGENCIES.— 
(1) STUDY.—The Comptroller General of the 
United States shall conduct a study regarding the im-
plementation of prompt corrective action by the ap-
propriate Federal banking agencies. 
(2) ISSUES TO BE STUDIED.—In conducting the 
study under paragraph (1), the Comptroller General 
shall evaluate—
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(A) the effectiveness of implementation of 
prompt corrective action by the appropriate Fed-
eral banking agencies and the resolution of in-
sured depository institutions by the Corporation; 
and 
(B) ways to make prompt corrective action 
a more effective tool to resolve the insured deposi-
tory institutions at the least possible long-term 
cost to the Deposit Insurance Fund. 
(3) REPORT
TO
COUNCIL.—Not later than 1 
years after the date of enactment of this Act, the 
Comptroller General shall submit a report to the 
Council on the results of the study conducted under 
this subsection. 
(4) COUNCIL
REPORT
OF
ACTION.—Not later 
than 6 months after the date of receipt of the report 
from the Comptroller General under paragraph (3), 
the Council shall submit a report to the Committee on 
Banking, Housing, and Urban Affairs of the Senate 
and the Committee on Financial Services of the 
House of Representatives on actions taken in response 
to the report, including any recommendations made 
to the Federal primary financial regulatory agencies 
under section 120.
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SEC. 203. SYSTEMIC RISK DETERMINATION. 
(a) WRITTEN RECOMMENDATION
AND DETERMINA-
TION.— 
(1) VOTE REQUIRED.— 
(A) IN GENERAL.—On their own initiative, 
or at the request of the Secretary, the Corpora-
tion and the Board of Governors shall consider 
whether to make a written recommendation de-
scribed in paragraph (2) with respect to whether 
the Secretary should appoint the Corporation as 
receiver for a financial company. Such rec-
ommendation shall be made upon a vote of not 
fewer than 2⁄3 of the members of the Board of 
Governors then serving and 2⁄3 of the members of 
the board of directors of the Corporation then 
serving. 
(B) CASES INVOLVING COVERED BROKERS 
OR DEALERS.—In the case of a covered broker or 
dealer, or in which the largest United States sub-
sidiary (as measured by total assets as of the end 
of the previous calendar quarter) of a financial 
company is a covered broker or dealer, the Com-
mission and the Board of Governors, at the re-
quest of the Secretary, or on their own initiative, 
shall consider whether to make the written rec-
ommendation described in paragraph (2) with
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respect to the financial company. Subject to the 
requirements in paragraph (2), such rec-
ommendation shall be made upon a vote of not 
fewer than 2⁄3 of the members of the Board of 
Governors then serving and the members of the 
Commission then serving, and in consultation 
with the Corporation. 
(2) RECOMMENDATION REQUIRED.—Any written 
recommendation pursuant to paragraph (1) shall con-
tain— 
(A) an evaluation of whether the financial 
company is in default or in danger of default; 
(B) a description of the effect that the de-
fault of the financial company would have on fi-
nancial stability in the United States; 
(C) a recommendation regarding the nature 
and the extent of actions to be taken under this 
title regarding the financial company; 
(D) an evaluation of the likelihood of a pri-
vate sector alternative to prevent the default of 
the financial company; 
(E) an evaluation of why a case under the 
Bankruptcy Code is not appropriate for the fi-
nancial company;
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† HR 4173 PP
(F) an evaluation of the effects on creditors, 
counterparties, and shareholders of the financial 
company and other market participants; and 
(G) an evaluation of whether the company 
satisfies the definition of a financial company 
under section 201. 
(b) DETERMINATION BY THE SECRETARY.—Notwith-
standing any other provision of Federal or State law, the 
Secretary shall take action in accordance with section 
202(a)(1)(A), if, upon the written recommendation under 
subsection (a), the Secretary (in consultation with the 
President) determines that— 
(1) the financial company is in default or in 
danger of default; 
(2) the failure of the financial company and its 
resolution under otherwise applicable Federal or State 
law would have serious adverse effects on financial 
stability in the United States; 
(3) no viable private sector alternative is avail-
able to prevent the default of the financial company; 
(4) any effect on the claims or interests of credi-
tors, counterparties, and shareholders of the financial 
company and other market participants as a result of 
actions to be taken under this title is appropriate, 
given the impact that any action taken under this
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title would have on financial stability in the United 
States; 
(5) any action under section 204 would avoid or 
mitigate such adverse effects, taking into consider-
ation the effectiveness of the action in mitigating po-
tential adverse effects on the financial system, the cost 
to the general fund of the Treasury, and the potential 
to increase excessive risk taking on the part of credi-
tors, counterparties, and shareholders in the financial 
company; 
(6) a Federal regulatory agency has ordered the 
financial company to convert all of its convertible 
debt instruments that are subject to the regulatory 
order; and 
(7) the company satisfies the definition of a fi-
nancial company under section 201. 
(c) DOCUMENTATION AND REVIEW.— 
(1) IN GENERAL.—The Secretary shall— 
(A) document any determination under sub-
section (b); 
(B) retain the documentation for review 
under paragraph (2); and 
(C) notify the covered financial company 
and the Corporation of such determination.
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(2) REPORT TO CONGRESS.—Not later than 24 
hours after the date of appointment of the Corpora-
tion as receiver for a covered financial company, the 
Secretary shall provide written notice of the rec-
ommendations and determinations reached in accord-
ance with subsections (a) and (b) to the Majority 
Leader and the Minority Leader of the Senate and the 
Speaker and the Minority Leader of the House of 
Representatives, the Committee on Banking, Housing, 
and Urban Affairs of the Senate, and the Committee 
on Financial Services of the House of Representatives, 
which shall consist of a summary of the basis for the 
determination, including, to the extent available at 
the time of the determination— 
(A) the size and financial condition of the 
covered financial company; 
(B) the sources of capital and credit sup-
port that were available to the covered financial 
company; 
(C) the operations of the covered financial 
company that could have had a significant im-
pact on financial stability, markets, or both; 
(D) identification of the banks and finan-
cial companies which may be able to provide the
143 
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services offered by the covered financial com-
pany; 
(E) any potential international ramifica-
tions of resolution of the covered financial com-
pany under other applicable insolvency law; 
(F) an estimate of the potential effect of the 
resolution of the covered financial company 
under other applicable insolvency law on the fi-
nancial stability of the United States; 
(G) the potential effect of the appointment 
of a receiver by the Secretary on consumers; 
(H) the potential effect of the appointment 
of a receiver by the Secretary on the financial 
system, financial markets, and banks and other 
financial companies; and 
(I) whether resolution of the covered finan-
cial company under other applicable insolvency 
law would cause banks or other financial compa-
nies to experience severe liquidity distress. 
(3) REPORTS TO CONGRESS AND THE PUBLIC.— 
(A) IN GENERAL.—Not later than 60 days 
after the date of appointment of the Corporation 
as receiver for a covered financial company, the 
Corporation shall file a report with the Com-
mittee on Banking, Housing, and Urban Affairs
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† HR 4173 PP
of the Senate and the Committee on Financial 
Services of the House of Representatives— 
(i) setting forth information on the fi-
nancial condition of the covered financial 
company as of the date of the appointment, 
including a description of its assets and li-
abilities; 
(ii) describing the plan of, and actions 
taken by, the Corporation to wind down the 
covered financial company; 
(iii) explaining each instance in which 
the Corporation waived any applicable re-
quirements of part 366 of title 12, Code of 
Federal Regulations (or any successor there-
to) with respect to conflicts of interest by 
any person in the private sector who was 
retained to provide services to the Corpora-
tion in connection with such receivership; 
(iv) describing the reasons for the pro-
vision of any funding to the receivership out 
of the Fund; 
(v) setting forth the expected costs of 
the orderly liquidation of the covered finan-
cial company;
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† HR 4173 PP
(vi) setting forth the identity of any 
claimant that is treated in a manner dif-
ferent from other similarly situated claim-
ants under subsection (b)(4), (d)(4), or 
(h)(5)(E), the amount of any additional 
payment to such claimant under subsection 
(d)(4), and the reason for any such action; 
and 
(vii) which report the Corporation 
shall publish on an online website main-
tained by the Corporation, subject to main-
taining appropriate confidentiality. 
(B) AMENDMENTS.—The Corporation shall, 
on a timely basis, not less frequently than quar-
terly, amend or revise and resubmit the reports 
prepared under this paragraph, as necessary. 
(C) CONGRESSIONAL TESTIMONY.—The Cor-
poration and the primary financial regulatory 
agency, if any, of the financial company for 
which the Corporation was appointed receiver 
under this title shall appear before Congress, if 
requested, not later than 30 days after the date 
on which the Corporation first files the reports 
required under subparagraph (A).
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(4) DEFAULT OR IN DANGER OF DEFAULT.—For 
purposes of this title, a financial company shall be 
considered to be in default or in danger of default if, 
as determined in accordance with subsection (b)— 
(A) a case has been, or likely will promptly 
be, commenced with respect to the financial com-
pany under the Bankruptcy Code; 
(B) the financial company has incurred, or 
is likely to incur, losses that will deplete all or 
substantially all of its capital, and there is no 
reasonable prospect for the company to avoid 
such depletion; 
(C) the assets of the financial company are, 
or are likely to be, less than its obligations to 
creditors and others; or 
(D) the financial company is, or is likely to 
be, unable to pay its obligations (other than 
those subject to a bona fide dispute) in the nor-
mal course of business. 
(5) GAO REVIEW.—The Comptroller General of 
the United States shall review and report to Congress 
on any determination under subsection (b), that re-
sults in the appointment of the Corporation as re-
ceiver, including— 
(A) the basis for the determination;
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† HR 4173 PP
(B) the purpose for which any action was 
taken pursuant thereto; 
(C) the likely effect of the determination 
and such action on the incentives and conduct of 
financial companies and their creditors, counter-
parties, and shareholders; and 
(D) the likely disruptive effect of the deter-
mination and such action on the reasonable ex-
pectations of creditors, counterparties, and share-
holders, taking into account the impact any ac-
tion under this title would have on financial sta-
bility in the United States, including whether 
the rights of such parties will be disrupted. 
(d) CORPORATION POLICIES AND PROCEDURES.—As 
soon as is practicable after the date of enactment of this 
Act, the Corporation shall establish policies and procedures 
that are acceptable to the Secretary governing the use of 
funds available to the Corporation to carry out this title, 
including the terms and conditions for the provision and 
use of funds under sections 204(d), 210(h)(2)(G)(iv), and 
210(h)(9). 
(e) TREATMENT OF INSURANCE COMPANIES AND IN-
SURANCE COMPANY SUBSIDIARIES.— 
(1) IN
GENERAL.—Notwithstanding subsection 
(b), if an insurance company is a covered financial
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† HR 4173 PP
company or a subsidiary or affiliate of a covered fi-
nancial company, the liquidation or rehabilitation of 
such insurance company, and any subsidiary or affil-
iate of such company that is not excepted under para-
graph (2), shall be conducted as provided under such 
State law. 
(2) EXCEPTION FOR SUBSIDIARIES AND AFFILI-
ATES.—The requirement of paragraph (1) shall not 
apply with respect to any subsidiary or affiliate of an 
insurance company that is not itself an insurance 
company. 
(3) 
BACKUP
AUTHORITY.—Notwithstanding 
paragraph (1), with respect to a covered financial 
company described in paragraph (1), if, after the end 
of the 60-day period beginning on the date on which 
a determination is made under section 202(a) with 
respect to such company, the appropriate regulatory 
agency has not filed the appropriate judicial action 
in the appropriate State court to place such company 
into orderly liquidation under the laws and require-
ments of the State, the Corporation shall have the au-
thority to stand in the place of the appropriate regu-
latory agency and file the appropriate judicial action 
in the appropriate State court to place such company
149 
† HR 4173 PP
into orderly liquidation under the laws and require-
ments of the State. 
SEC. 204. ORDERLY LIQUIDATION. 
(a) PURPOSE OF ORDERLY LIQUIDATION AUTHOR-
ITY.—It is the purpose of this title to provide the necessary 
authority to liquidate failing financial companies that pose 
a significant risk to the financial stability of the United 
States in a manner that mitigates such risk and minimizes 
moral hazard. The authority provided in this title shall be 
exercised in the manner that best fulfills such purpose, so 
that— 
(1) creditors and shareholders will bear the losses 
of the financial company; 
(2) management responsible for the condition of 
the financial company will not be retained; and 
(3) the Corporation and other appropriate agen-
cies will take all steps necessary and appropriate to 
assure that all parties, including management and 
third parties, having responsibility for the condition 
of the financial company bear losses consistent with 
their responsibility, including actions for damages, 
restitution, and recoupment of compensation and 
other gains not compatible with such responsibility. 
(b) CORPORATION AS RECEIVER.—Upon the appoint-
ment of the Corporation under section 202, the Corporation
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shall act as the receiver for the covered financial company, 
with all of the rights and obligations set forth in this title. 
(c) CONSULTATION.—The Corporation, as receiver— 
(1) shall consult with the primary financial reg-
ulatory agency or agencies of the covered financial 
company and its covered subsidiaries for purposes of 
ensuring an orderly liquidation of the covered finan-
cial company; 
(2) may consult with, or under subsection 
(a)(1)(B)(v) or (a)(1)(L) of section 210, acquire the 
services of, any outside experts, as appropriate to in-
form and aid the Corporation in the orderly liquida-
tion process; 
(3) shall consult with the primary financial reg-
ulatory agency or agencies of any subsidiaries of the 
covered financial company that are not covered sub-
sidiaries, and coordinate with such regulators regard-
ing the treatment of such solvent subsidiaries and the 
separate resolution of any such insolvent subsidiaries 
under other governmental authority, as appropriate; 
and 
(4) shall consult with the Commission and the 
Securities Investor Protection Corporation in the case 
of any covered financial company for which the Cor-
poration has been appointed as receiver that is a
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† HR 4173 PP
broker or dealer registered with the Commission under 
section 15(b) of the Securities Exchange Act of 1934 
(15 U.S.C. 78o(b)) and is a member of the Securities 
Investor Protection Corporation, for the purpose of 
determining whether to transfer to a bridge financial 
company organized by the Corporation as receiver, 
without consent of any customer, customer accounts of 
the covered financial company. 
(d) FUNDING FOR ORDERLY LIQUIDATION.—Upon its 
appointment as receiver for a covered financial company, 
and thereafter as the Corporation may, in its discretion, 
determine to be necessary or appropriate, the Corporation 
may make available to the receivership, subject to the condi-
tions set forth in section 206 and subject to the plan de-
scribed in section 210(n)(11), funds for the orderly liquida-
tion of the covered financial company. All funds provided 
by the Corporation under this subsection shall have a pri-
ority of claims under subparagraph (A) or (B) of section 
210(b)(1), as applicable, including funds used for— 
(1) making loans to, or purchasing any debt ob-
ligation of, the covered financial company or any cov-
ered subsidiary; 
(2) purchasing or guaranteeing against loss the 
assets of the covered financial company or any cov-
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† HR 4173 PP
ered subsidiary, directly or through an entity estab-
lished by the Corporation for such purpose; 
(3) assuming or guaranteeing the obligations of 
the covered financial company or any covered sub-
sidiary to 1 or more third parties; 
(4) taking a lien on any or all assets of the cov-
ered financial company or any covered subsidiary, 
including a first priority lien on all unencumbered 
assets of the covered financial company or any cov-
ered subsidiary to secure repayment of any trans-
actions conducted under this subsection; 
(5) selling or transferring all, or any part, of 
such acquired assets, liabilities, or obligations of the 
covered financial company or any covered subsidiary; 
and 
(6) making payments pursuant to subsections 
(b)(4), (d)(4), and (h)(5)(E) of section 210. 
SEC. 205. ORDERLY LIQUIDATION OF COVERED BROKERS 
AND DEALERS. 
(a) APPOINTMENT OF SIPC AS TRUSTEE FOR PROTEC-
TION OF CUSTOMER SECURITIES AND PROPERTY.—Upon 
the appointment of the Corporation as receiver for any cov-
ered broker or dealer, the Corporation shall appoint, with-
out any need for court approval, the Securities Investor 
Protection Corporation to act as trustee for liquidation
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† HR 4173 PP
under the Securities Investor Protection Act of 1970 (15 
U.S.C. 78aaa et seq.) of the covered broker or dealer. 
(b) POWERS AND DUTIES OF SIPC.— 
(1) IN GENERAL.—Except as provided in this 
section, upon its appointment as trustee for the liq-
uidation of a covered broker or dealer, SIPC shall 
have all of the powers and duties provided by the Se-
curities Investor Protection Act of 1970 (15 U.S.C. 
78aaa et seq.), including, without limitation, all 
rights of action against third parties, but shall have 
no powers or duties with respect to assets and liabil-
ities transferred by the Corporation from the covered 
broker or dealer to any bridge financial company es-
tablished in accordance with this title. 
(2) LIMITATION OF POWERS.—The exercise by 
SIPC of powers and functions as trustee under sub-
section (a) shall not impair or impede the exercise of 
the powers and duties of the Corporation with regard 
to— 
(A) any action, except as otherwise provided 
in this title— 
(i) to make funds available under sec-
tion 204(d); 
(ii) to organize, establish, operate, or 
terminate any bridge financial company;
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† HR 4173 PP
(iii) to transfer assets and liabilities; 
(iv) to enforce or repudiate contracts; 
or 
(v) to take any other action relating to 
such bridge financial company under sec-
tion 210; or 
(B) determining claims under subsection 
(d). 
(3) QUALIFIED
FINANCIAL
CONTRACTS.—Not-
withstanding any provision of the Securities Investor 
Protection Act of 1970 to the contrary (including sec-
tion 
5(b)(2)(C) 
of 
that 
Act 
(15 
U.S.C. 
78eee(b)(2)(C))), the rights and obligations of any 
party to a qualified financial contract (as that term 
is defined in section 210(c)(8)) to which a covered 
broker or dealer described in subsection (a) is a party 
shall be governed exclusively by section 210, including 
the limitations and restrictions contained in section 
210(c)(10)(B). 
(c) LIMITATION ON COURT ACTION.—Except as other-
wise provided in this title, no court may take any action, 
including any action pursuant to the Securities Investor 
Protection Act of 1970 or the Bankruptcy Code, to restrain 
or affect the exercise of powers or functions of the Corpora-
tion as receiver for a covered broker or dealer and any
155 
† HR 4173 PP
claims against the Corporation as such receiver shall be de-
termined in accordance with subsection (e) and such claims 
shall be limited to money damages. 
(d) ACTIONS BY CORPORATION AS RECEIVER.— 
(1) IN
GENERAL.—Notwithstanding any other 
provision of this title, no action taken by the Cor-
poration, as receiver with respect to a covered broker 
or dealer, shall— 
(A) adversely affect the rights of a customer 
to customer property or customer name securi-
ties; 
(B) diminish the amount or timely pay-
ment of net equity claims of customers; or 
(C) otherwise impair the recoveries provided 
to a customer under the Securities Investor Pro-
tection Act of 1970 (15 U.S.C. 78aaa et seq.). 
(2) NET PROCEEDS.—The net proceeds from any 
transfer, sale, or disposition of assets by the Corpora-
tion as receiver for the covered broker or dealer shall 
be for the benefit of the estate of the covered broker or 
dealer, as provided in this title. 
(e) CLAIMS AGAINST
THE CORPORATION
AS RE-
CEIVER.—Any claim against the Corporation as receiver for 
a covered broker or dealer for assets transferred to a bridge
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† HR 4173 PP
financial company established with respect to such covered 
broker or dealer— 
(1) shall be determined in accordance with sec-
tion 210(a)(2); and 
(2) may be reviewed by the appropriate district 
or territorial court of the United States in accordance 
with section 210(a)(5). 
(f) SATISFACTION OF CUSTOMER CLAIMS.— 
(1) OBLIGATIONS
TO
CUSTOMERS.—Notwith-
standing any other provision of this title, all obliga-
tions of a covered broker or dealer or of any bridge 
financial company established with respect to such 
covered broker or dealer to a customer relating to, or 
net equity claims based upon, customer property shall 
be promptly discharged by the delivery of securities or 
the making of payments to or for the account of such 
customer, in a manner and in an amount at least as 
beneficial to the customer as would have been the case 
had the covered broker or dealer been subject to a pro-
ceeding under the Securities Investor Protection Act 
of 1970 (15 U.S.C. 78aaa et seq.) without the ap-
pointment of the Corporation as receiver, and with a 
filing date as of the date on which the Corporation 
is appointed as receiver.
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(2) SATISFACTION OF CLAIMS BY SIPC.—SIPC, 
as trustee for a covered broker or dealer, shall satisfy 
customer claims in the manner and amount provided 
under the Securities Investor Protection Act of 1970 
(15 U.S.C. 78aaa et seq.), as if the appointment of the 
Corporation as receiver had not occurred, and with a 
filing date as of the date on which the Corporation 
is appointed as receiver. The Corporation shall satisfy 
customer claims, to the extent that a customer would 
have received more securities or cash with respect to 
the allocation of customer property had the covered fi-
nancial company been subject to a proceeding under 
the Securities Investor Protection Act (15 U.S.C. 
78aaa et seq.) without the appointment of the Cor-
poration as receiver, and with a filing date as of the 
date on which the Corporation is appointed as re-
ceiver. 
(g) PRIORITIES.— 
(1) CUSTOMER PROPERTY.—As trustee for a cov-
ered broker or dealer, SIPC shall allocate customer 
property and deliver customer name securities in ac-
cordance with section 8(c) of the Securities Investor 
Protection Act of 1970 (15 U.S.C. 78fff–2(c)). 
(2) OTHER CLAIMS.—All claims other than those 
described in paragraph (1) (including any unpaid
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claim by a customer for the allowed net equity claim 
of such customer from customer property) shall be 
paid in accordance with the priorities in section 
210(b). 
(h) RULEMAKING.—The Commission and the Corpora-
tion, after consultation with SIPC, shall jointly issue rules 
to implement this section. 
SEC. 206. MANDATORY TERMS AND CONDITIONS FOR ALL 
ORDERLY LIQUIDATION ACTIONS. 
In taking action under this title, the Corporation 
shall— 
(1) determine that such action is necessary for 
purposes of the financial stability of the United 
States, and not for the purpose of preserving the cov-
ered financial company; 
(2) ensure that the shareholders of a covered fi-
nancial company do not receive payment until after 
all other claims and the Fund are fully paid; 
(3) ensure that unsecured creditors bear losses in 
accordance with the priority of claim provisions in 
section 210; 
(4) ensure that management responsible for the 
failed condition of the covered financial company is 
removed (if such management has not already been
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removed at the time at which the Corporation is ap-
pointed receiver); and 
(5) not take an equity interest in or become a 
shareholder of any covered financial company or any 
covered subsidiary. 
SEC. 207. DIRECTORS NOT LIABLE FOR ACQUIESCING IN AP-
POINTMENT OF RECEIVER. 
The members of the board of directors (or body per-
forming similar functions) of a covered financial company 
shall not be liable to the shareholders or creditors thereof 
for acquiescing in or consenting in good faith to the ap-
pointment of the Corporation as receiver for the covered fi-
nancial company under section 203. 
SEC. 208. DISMISSAL AND EXCLUSION OF OTHER ACTIONS. 
(a) IN GENERAL.—Effective as of the date of the ap-
pointment of the Corporation as receiver for the covered fi-
nancial company under section 202 or the appointment of 
SIPC as trustee for a covered broker or dealer under section 
205, as applicable, any case or proceeding commenced with 
respect to the covered financial company under the Bank-
ruptcy Code or the Securities Investor Protection Act of 
1970 shall be dismissed, upon notice to the Bankruptcy 
Court (with respect to a case commenced under the Bank-
ruptcy Code), and upon notice to SIPC (with respect to 
a covered broker or dealer) and no such case or proceeding
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may be commenced with respect to a covered financial com-
pany at any time while the orderly liquidation is pending. 
(b) REVESTING OF ASSETS.—Effective as of the date 
of appointment of the Corporation as receiver, the assets 
of a covered financial company shall, to the extent they have 
vested in any entity other than the covered financial com-
pany as a result of any case or proceeding commenced with 
respect to the covered financial company under the Bank-
ruptcy Code, the Securities Investor Protection Act of 1970, 
or any similar provision of State liquidation or insolvency 
law applicable to the covered financial company, revest in 
the covered financial company. 
(c) LIMITATION.—Notwithstanding subsections (a) and 
(b), any order entered or other relief granted by a bank-
ruptcy court prior to the date of appointment of the Cor-
poration as receiver shall continue with the same validity 
as if an orderly liquidation had not been commenced. 
SEC. 209. RULEMAKING; NON-CONFLICTING LAW. 
The Corporation shall, in consultation with the Coun-
cil, prescribe such rules or regulations as the Corporation 
considers necessary or appropriate to implement this title, 
including rules and regulations with respect to the rights, 
interests, and priorities of creditors, counterparties, secu-
rity entitlement holders, or other persons with respect to 
any covered financial company or any assets or other prop-
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erty of or held by such covered financial company, and ad-
dress the potential for conflicts of interest between or among 
individual receiverships established under this title or 
under the Federal Deposit Insurance Act. To the extent pos-
sible, the Corporation shall seek to harmonize applicable 
rules and regulations promulgated under this section with 
the insolvency laws that would otherwise apply to a covered 
financial company. 
SEC. 210. POWERS AND DUTIES OF THE CORPORATION. 
(a) POWERS AND AUTHORITIES.— 
(1) GENERAL POWERS.— 
(A) SUCCESSOR
TO
COVERED
FINANCIAL 
COMPANY.—The Corporation shall, upon ap-
pointment as receiver for a covered financial 
company under this title, succeed to— 
(i) all rights, titles, powers, and privi-
leges of the covered financial company and 
its assets, and of any stockholder, member, 
officer, or director of such company; and 
(ii) title to the books, records, and as-
sets of any previous receiver or other legal 
custodian of such covered financial com-
pany. 
(B) OPERATION OF THE COVERED FINAN-
CIAL COMPANY DURING THE PERIOD OF ORDERLY
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LIQUIDATION.—The Corporation, as receiver for 
a covered financial company, may— 
(i) take over the assets of and operate 
the covered financial company with all of 
the powers of the members or shareholders, 
the directors, and the officers of the covered 
financial company, and conduct all busi-
ness of the covered financial company; 
(ii) collect all obligations and money 
owed to the covered financial company; 
(iii) perform all functions of the cov-
ered financial company, in the name of the 
covered financial company; 
(iv) manage the assets and property of 
the covered financial company, consistent 
with maximization of the value of the assets 
in the context of the orderly liquidation; 
and 
(v) provide by contract for assistance 
in fulfilling any function, activity, action, 
or duty of the Corporation as receiver. 
(C) FUNCTIONS
OF
COVERED
FINANCIAL 
COMPANY
OFFICERS, DIRECTORS, AND
SHARE-
HOLDERS.—
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(i) IN
GENERAL.—The Corporation 
may provide for the exercise of any function 
by any member or stockholder, director, or 
officer of any covered financial company for 
which the Corporation has been appointed 
as receiver under this title. 
(ii) PRESUMPTION.—There shall be a 
strong presumption that the Corporation, as 
receiver for a covered financial company, 
will remove management responsible for the 
failed condition of the covered financial 
company. 
(D) ADDITIONAL POWERS AS RECEIVER.— 
The Corporation shall, as receiver for a covered 
financial company, and subject to all legally en-
forceable and perfected security interests and all 
legally enforceable security entitlements in re-
spect of assets held by the covered financial com-
pany, liquidate, and wind-up the affairs of a 
covered financial company, including taking 
steps to realize upon the assets of the covered fi-
nancial company, in such manner as the Cor-
poration deems appropriate, including through 
the sale of assets, the transfer of assets to a 
bridge financial company established under sub-
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section (h), or the exercise of any other rights or 
privileges granted to the receiver under this sec-
tion. 
(E) ADDITIONAL POWERS WITH RESPECT TO 
FAILING SUBSIDIARIES OF A COVERED FINANCIAL 
COMPANY.— 
(i) IN
GENERAL.—In any case in 
which a receiver is appointed for a covered 
financial company under section 202, the 
Corporation may appoint itself as receiver 
of any subsidiary (other than an insured 
depository institution, any covered broker 
or dealer, or an insurance company) of the 
covered financial company that is organized 
under Federal law or the laws of any State, 
if the Corporation and the Secretary jointly 
determine that— 
(I) the subsidiary is in default or 
in danger of default; 
(II) such action would avoid or 
mitigate serious adverse effects on the 
financial stability or economic condi-
tions of the United States; and
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(III) such action would facilitate 
the orderly liquidation of the covered 
financial company. 
(ii) TREATMENT AS COVERED FINAN-
CIAL COMPANY.—If the Corporation is ap-
pointed as receiver of a subsidiary of a cov-
ered financial company under clause (i), 
the subsidiary shall thereafter be considered 
a covered financial company under this 
title, and the Corporation shall thereafter 
have all the powers and rights with respect 
to that subsidiary as it has with respect to 
a covered financial company under this 
title. 
(F) ORGANIZATION
OF
BRIDGE
COMPA-
NIES.—The Corporation, as receiver for a cov-
ered financial company, may organize a bridge 
financial company under subsection (h). 
(G) MERGER; TRANSFER OF ASSETS AND LI-
ABILITIES.— 
(i) IN
GENERAL.—Subject to clauses 
(ii) and (iii), the Corporation, as receiver 
for a covered financial company, may— 
(I) merge the covered financial 
company with another company; or
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(II) transfer any asset or liability 
of the covered financial company (in-
cluding any assets and liabilities held 
by the covered financial company for 
security entitlement holders, any cus-
tomer property, or any assets and li-
abilities associated with any trust or 
custody business) without obtaining 
any approval, assignment, or consent 
with respect to such transfer. 
(ii) 
FEDERAL
AGENCY
APPROVAL; 
ANTITRUST
REVIEW.—With respect to a 
transaction described in clause (i)(I) that 
requires approval by a Federal agency— 
(I) the transaction may not be 
consummated before the 5th calendar 
day after the date of approval by the 
Federal agency responsible for such ap-
proval; 
(II) if, in connection with any 
such approval, a report on competitive 
factors is required, the Federal agency 
responsible for such approval shall 
promptly notify the Attorney General 
of the United States of the proposed
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transaction, and the Attorney General 
shall provide the required report not 
later than 10 days after the date of the 
request; and 
(III) if notification under section 
7A of the Clayton Act is required with 
respect to such transaction, then the re-
quired waiting period shall end on the 
15th day after the date on which the 
Attorney General and the Federal 
Trade Commission receive such notifi-
cation, unless the waiting period is ter-
minated earlier under subsection (b)(2) 
of such section 7A, or is extended pur-
suant to subsection (e)(2) of such sec-
tion 7A. 
(iii) SETOFF.—Subject to the other 
provisions of this title, any transferee of as-
sets from a receiver, including a bridge fi-
nancial company, shall be subject to such 
claims or rights as would prevail over the 
rights of such transferee in such assets 
under applicable noninsolvency law. 
(H) PAYMENT OF VALID OBLIGATIONS.—The 
Corporation, as receiver for a covered financial
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company, shall, to the extent that funds are 
available, pay all valid obligations of the covered 
financial company that are due and payable at 
the time of the appointment of the Corporation 
as receiver, in accordance with the prescriptions 
and limitations of this title. 
(I) APPLICABLE NONINSOLVENCY LAW.—Ex-
cept as may otherwise be provided in this title, 
the applicable noninsolvency law shall be deter-
mined by the noninsolvency choice of law rules 
otherwise applicable to the claims, rights, titles, 
persons, or entities at issue. 
(J) SUBPOENA AUTHORITY.— 
(i) IN GENERAL.—The Corporation, as 
receiver for a covered financial company, 
may, for purposes of carrying out any 
power, authority, or duty with respect to 
the covered financial company (including 
determining any claim against the covered 
financial company and determining and re-
alizing upon any asset of any person in the 
course of collecting money due the covered 
financial company), exercise any power es-
tablished under section 8(n) of the Federal 
Deposit Insurance Act, as if the Corpora-
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tion were the appropriate Federal banking 
agency for the covered financial company, 
and the covered financial company were an 
insured depository institution. 
(ii) RULE
OF
CONSTRUCTION.—This 
subparagraph may not be construed as lim-
iting any rights that the Corporation, in 
any capacity, might otherwise have to exer-
cise any powers described in clause (i) or 
under any other provision of law. 
(K) INCIDENTAL
POWERS.—The Corpora-
tion, as receiver for a covered financial com-
pany, may exercise all powers and authorities 
specifically granted to receivers under this title, 
and such incidental powers as shall be necessary 
to carry out such powers under this title. 
(L) UTILIZATION OF PRIVATE SECTOR.—In 
carrying out its responsibilities in the manage-
ment and disposition of assets from the covered 
financial company, the Corporation, as receiver 
for a covered financial company, may utilize the 
services of private persons, including real estate 
and loan portfolio asset management, property 
management, auction marketing, legal, and bro-
kerage services, if such services are available in
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the private sector, and the Corporation deter-
mines that utilization of such services is prac-
ticable, efficient, and cost effective. 
(M) SHAREHOLDERS
AND
CREDITORS
OF 
COVERED
FINANCIAL
COMPANY.—Notwith-
standing any other provision of law, the Cor-
poration, as receiver for a covered financial com-
pany, shall succeed by operation of law to the 
rights, titles, powers, and privileges described in 
subparagraph (A), and shall terminate all rights 
and claims that the stockholders and creditors of 
the covered financial company may have against 
the assets of the covered financial company or 
the Corporation arising out of their status as 
stockholders or creditors, except for their right to 
payment, resolution, or other satisfaction of their 
claims, as permitted under this section. The Cor-
poration shall ensure that shareholders and unse-
cured creditors bear losses, consistent with the 
priority of claims provisions under this section. 
(N) COORDINATION WITH FOREIGN FINAN-
CIAL
AUTHORITIES.—The Corporation, as re-
ceiver for a covered financial company, shall co-
ordinate, to the maximum extent possible, with 
the appropriate foreign financial authorities re-
171 
† HR 4173 PP
garding the orderly liquidation of any covered fi-
nancial company that has assets or operations in 
a country other than the United States. 
(O) 
RESTRICTION
ON
TRANSFERS
TO 
BRIDGE FINANCIAL COMPANY.— 
(i) SECTION OF ACCOUNTS FOR TRANS-
FER.—If the Corporation establishes one or 
more bridge financial companies with re-
spect to a covered broker or dealer, the Cor-
poration shall transfer to a bridge financial 
company, all customer accounts of the cov-
ered financial company, unless the Corpora-
tion, after consulting with the Commission 
and SIPC, determines that— 
(I) the customer accounts are like-
ly to be promptly transferred to an-
other covered broker or dealer; or 
(II) the transfer of the accounts to 
a bridge financial company would ma-
terially interfere with the ability of the 
Corporation to avoid or mitigate seri-
ous adverse effects on financial sta-
bility or economic conditions in the 
United States.
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† HR 4173 PP
(ii) TRANSFER OF PROPERTY.—SIPC, 
as trustee for the liquidation of the covered 
broker or dealer, and the Commission, shall 
provide any and all reasonable assistance 
necessary to complete such transfers by the 
Corporation. 
(iii) CUSTOMER CONSENT AND COURT 
APPROVAL
NOT
REQUIRED.—Neither cus-
tomer consent nor court approval shall be 
required to transfer any customer accounts 
and associated customer property to a 
bridge financial company in accordance 
with this section. 
(iv) NOTIFICATION OF SIPC AND SHAR-
ING
OF
INFORMATION.—The Corporation 
shall identify to SIPC the customer ac-
counts and associated customer property 
transferred to the bridge financial company. 
The Corporation and SIPC shall cooperate 
in the sharing of any information necessary 
for each entity to discharge its obligations 
under this title and under the Securities In-
vestor Protection Act of 1970 (15 U.S.C. 
78aaa et seq.) including by providing access 
to the books and records of the covered fi-
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† HR 4173 PP
nancial company and any bridge financial 
company established in accordance with 
this title. 
(2) DETERMINATION OF CLAIMS.— 
(A) IN GENERAL.—The Corporation, as re-
ceiver for a covered financial company, shall re-
port on claims, as set forth in section 203(c)(3). 
Subject to paragraph (4) of this subsection, the 
Corporation, as receiver for a covered financial 
company, shall determine claims in accordance 
with the requirements of this subsection and reg-
ulations prescribed under section 209. 
(B) NOTICE REQUIREMENTS.—The Corpora-
tion, as receiver for a covered financial com-
pany, in any case involving the liquidation or 
winding up of the affairs of a covered financial 
company, shall— 
(i) promptly publish a notice to the 
creditors of the covered financial company 
to present their claims, together with proof, 
to the receiver by a date specified in the no-
tice, which shall be not earlier than 90 days 
after the date of publication of such notice; 
and
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† HR 4173 PP
(ii) republish such notice 1 month and 
2 months, respectively, after the date of pub-
lication under clause (i). 
(C) MAILING REQUIRED.—The Corporation 
as receiver shall mail a notice similar to the no-
tice published under clause (i) or (ii) of subpara-
graph (B), at the time of such publication, to 
any creditor shown on the books and records of 
the covered financial company— 
(i) at the last address of the creditor 
appearing in such books; 
(ii) in any claim filed by the claimant; 
or 
(iii) upon discovery of the name and 
address of a claimant not appearing on the 
books and records of the covered financial 
company, not later than 30 days after the 
date of the discovery of such name and ad-
dress. 
(3) 
PROCEDURES
FOR
RESOLUTION
OF 
CLAIMS.— 
(A) DECISION PERIOD.— 
(i) IN GENERAL.—Prior to the 180th 
day after the date on which a claim against 
a covered financial company is filed with
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the Corporation as receiver, or such later 
date as may be agreed as provided in clause 
(ii), the Corporation shall notify the claim-
ant whether it accepts or objects to the 
claim, in accordance with subparagraphs 
(B), (C), and (D). 
(ii) EXTENSION OF TIME.—By written 
agreement executed not later than 180 days 
after the date on which a claim against a 
covered financial company is filed with the 
Corporation, the period described in clause 
(i) may be extended by written agreement 
between the claimant and the Corporation. 
Failure to notify the claimant of any dis-
allowance within the time period set forth 
in clause (i), as it may be extended by 
agreement under this clause, shall be 
deemed to be a disallowance of such claim, 
and the claimant may file or continue an 
action in court, as provided in paragraph 
(4). 
(iii) 
MAILING
OF
NOTICE
SUFFI-
CIENT.—The requirements of clause (i) shall 
be deemed to be satisfied if the notice of any 
decision with respect to any claim is mailed
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† HR 4173 PP
to the last address of the claimant which 
appears— 
(I) on the books, records, or both 
of the covered financial company; 
(II) in the claim filed by the 
claimant; or 
(III) in documents submitted in 
proof of the claim. 
(iv) CONTENTS
OF
NOTICE
OF
DIS-
ALLOWANCE.—If the Corporation as receiver 
objects to any claim filed under clause (i), 
the notice to the claimant shall contain— 
(I) a statement of each reason for 
the disallowance; and 
(II) the procedures required to file 
or continue an action in court, as pro-
vided in paragraph (4). 
(B) ALLOWANCE OF PROVEN CLAIM.—The 
receiver shall allow any claim received by the re-
ceiver on or before the date specified in the notice 
under paragraph (2)(B)(i), which is proved to 
the satisfaction of the receiver. 
(C) DISALLOWANCE
OF
CLAIMS
FILED 
AFTER END OF FILING PERIOD.—
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(i) IN GENERAL.—Except as provided 
in clause (ii), claims filed after the date 
specified in the notice published under 
paragraph (2)(B)(i) shall be disallowed, 
and such disallowance shall be final. 
(ii) CERTAIN EXCEPTIONS.—Clause (i) 
shall not apply with respect to any claim 
filed by a claimant after the date specified 
in the notice published under paragraph 
(2)(B)(i), and such claim may be considered 
by the receiver under subparagraph (B), 
if— 
(I) the claimant did not receive 
notice of the appointment of the re-
ceiver in time to file such claim before 
such date; and 
(II) such claim is filed in time to 
permit payment of such claim. 
(D) AUTHORITY TO DISALLOW CLAIMS.— 
(i) IN
GENERAL.—The Corporation 
may object to any portion of any claim by 
a creditor or claim of a security, preference, 
setoff, or priority which is not proved to the 
satisfaction of the Corporation.