[House Report 111-517]
[From the U.S. Government Printing Office]


111th Congress                                                   Report
                        HOUSE OF REPRESENTATIVES
 2d Session                                                     111-517
_______________________________________________________________________

                                     

 
       DODD-FRANK WALL STREET REFORM AND CONSUMER PROTECTION ACT

                               ----------                              

                           CONFERENCE REPORT

                              to accompany

                               H.R. 4173






                 June 29, 2010.--Ordered to be printed


                     DODD-FRANK WALL STREET REFORM
                      AND CONSUMER PROTECTION ACT


111th Congress                                                   Report
                        HOUSE OF REPRESENTATIVES
 2d Session                                                     111-517
_______________________________________________________________________

                                     


       DODD-FRANK WALL STREET REFORM AND CONSUMER PROTECTION ACT

                               __________

                           CONFERENCE REPORT

                              to accompany

                               H.R. 4173





                 June 29, 2010.--Ordered to be printed



111th Congress                                                   Report
                        HOUSE OF REPRESENTATIVES
 2d Session                                                     111-517

======================================================================




       DODD-FRANK WALL STREET REFORM AND CONSUMER PROTECTION ACT

                                _______
                                

                 June 29, 2010.--Ordered to be printed

                                _______
                                

  Mr. Frank, from the Committee of Conference, submitted the following

                           CONFERENCE REPORT

                        [To accompany H.R. 4173]

        The committee of conference on the disagreeing votes of 
the two Houses on the amendments of the Senate to the bill 
(H.R. 4173), to provide for financial regulatory reform, to 
protect consumers and investors, to enhance Federal 
understanding of insurance issues, to regulate the over-the-
counter derivatives markets, and for other purposes, having 
met, after full and free conference, have agreed to recommend 
and do recommend to their respective Houses as follows:
        That the House recede from its disagreement to the 
amendment of the Senate to the text of the bill and agree to 
the same with an amendment as follows:
        In lieu of the matter proposed to be inserted by the 
Senate amendment, insert the following:

SECTION 1. SHORT TITLE; TABLE OF CONTENTS.

    (a) Short Title.--This Act may be cited as the ``Dodd-Frank 
Wall Street Reform and Consumer Protection Act''.
    (b) Table of Contents.--The table of contents for this Act 
is as follows:

Sec. 1. Short title; table of contents.
Sec. 2. Definitions.
Sec. 3. Severability.
Sec. 4. Effective date.
Sec. 5. Budgetary effects.
Sec. 6. Antitrust savings clause.

                      TITLE I--FINANCIAL STABILITY

Sec. 101. Short title.
Sec. 102. Definitions.

            Subtitle A--Financial Stability Oversight Council

Sec. 111. Financial Stability Oversight Council established.
Sec. 112. Council authority.
Sec. 113. Authority to require supervision and regulation of certain 
          nonbank financial 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 
          companies.
Sec. 118. Council funding.
Sec. 119. Resolution of supervisory jurisdictional disputes among member 
          agencies.
Sec. 120. Additional standards applicable to activities or practices for 
          financial stability purposes.
Sec. 121. Mitigation of risks to financial stability.
Sec. 122. GAO Audit of Council.
Sec. 123. Study of the effects of size and complexity of financial 
          institutions on capital market efficiency and economic growth.

                Subtitle B--Office of Financial Research

Sec. 151. Definitions.
Sec. 152. Office of Financial Research established.
Sec. 153. Purpose and duties of the Office.
Sec. 154. Organizational structure; responsibilities of primary 
          programmatic units.
Sec. 155. Funding.
Sec. 156. Transition oversight.

Subtitle C--Additional Board of Governors Authority for Certain Nonbank 
             Financial Companies and Bank Holding Companies

Sec. 161. Reports by and examinations of nonbank financial companies by 
          the Board of Governors.
Sec. 162. Enforcement.
Sec. 163. Acquisitions.
Sec. 164. Prohibition against management interlocks between certain 
          financial companies.
Sec. 165. Enhanced supervision and prudential standards for nonbank 
          financial companies supervised by the Board of Governors and 
          certain bank 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.
Sec. 172. Examination and enforcement actions for insurance and orderly 
          liquidation purposes.
Sec. 173. Access to United States financial market by foreign 
          institutions.
Sec. 174. Studies and reports on holding company capital requirements.
Sec. 175. International policy coordination.
Sec. 176. Rule of construction.

                 TITLE II--ORDERLY LIQUIDATION AUTHORITY

Sec. 201. Definitions.
Sec. 202. Judicial review.
Sec. 203. Systemic risk determination.
Sec. 204. Orderly liquidation of covered financial companies.
Sec. 205. Orderly liquidation of covered brokers and dealers.
Sec. 206. Mandatory terms and conditions for all orderly liquidation 
          actions.
Sec. 207. Directors not liable for acquiescing in appointment of 
          receiver.
Sec. 208. Dismissal and exclusion of other actions.
Sec. 209. Rulemaking; non-conflicting law.
Sec. 210. Powers and duties of the Corporation.
Sec. 211. Miscellaneous provisions.
Sec. 212. Prohibition of circumvention and prevention of conflicts of 
          interest.
Sec. 213. Ban on certain activities by senior executives and directors.
Sec. 214. Prohibition on taxpayer funding.
Sec. 215. Study on secured creditor haircuts.
Sec. 216. Study on bankruptcy process for financial and nonbank 
          financial institutions.
Sec. 217. Study on international coordination relating to bankruptcy 
          process for nonbank financial institutions.

 TITLE III--TRANSFER OF POWERS TO THE COMPTROLLER OF THE CURRENCY, THE 
                 CORPORATION, AND THE BOARD OF GOVERNORS

Sec. 300. Short title.
Sec. 301. Purposes.
Sec. 302. Definition.

                Subtitle A--Transfer of Powers and Duties

Sec. 311. Transfer date.
Sec. 312. Powers and duties transferred.
Sec. 313. Abolishment.
Sec. 314. Amendments to the Revised Statutes.
Sec. 315. Federal information policy.
Sec. 316. Savings provisions.
Sec. 317. References in Federal law to Federal banking agencies.
Sec. 318. Funding.
Sec. 319. Contracting and leasing authority.

                   Subtitle B--Transitional Provisions

Sec. 321. Interim use of funds, personnel, and property of the Office of 
          Thrift Supervision.
Sec. 322. Transfer of employees.
Sec. 323. Property transferred.
Sec. 324. Funds transferred.
Sec. 325. Disposition of affairs.
Sec. 326. Continuation of services.
Sec. 327. Implementation plan and reports.

            Subtitle C--Federal Deposit Insurance Corporation

Sec. 331. Deposit insurance reforms.
Sec. 332. Elimination of procyclical assessments.
Sec. 333. Enhanced access to information for deposit insurance purposes.
Sec. 334. Transition reserve ratio requirements to reflect new 
          assessment base.
Sec. 335. Permanent increase in deposit and share insurance.
Sec. 336. Management of the Federal Deposit Insurance Corporation.

                        Subtitle D--Other Matters

Sec. 341. Branching.
Sec. 342. Office of Minority and Women Inclusion.
Sec. 343. Insurance of transaction accounts.

             Subtitle E--Technical and Conforming Amendments

Sec. 351. Effective date.
Sec. 352. Balanced Budget and Emergency Deficit Control Act of 1985.
Sec. 353. Bank Enterprise Act of 1991.
Sec. 354. Bank Holding Company Act of 1956.
Sec. 355. Bank Holding Company Act Amendments of 1970.
Sec. 356. Bank Protection Act of 1968.
Sec. 357. Bank Service Company Act.
Sec. 358. Community Reinvestment Act of 1977.
Sec. 359. Crime Control Act of 1990.
Sec. 360. Depository Institution Management Interlocks Act.
Sec. 361. Emergency Homeowners' Relief Act.
Sec. 362. Federal Credit Union Act.
Sec. 363. Federal Deposit Insurance Act.
Sec. 364. Federal Home Loan Bank Act.
Sec. 365. Federal Housing Enterprises Financial Safety and Soundness Act 
          of 1992.
Sec. 366. Federal Reserve Act.
Sec. 367. Financial Institutions Reform, Recovery, and Enforcement Act 
          of 1989.
Sec. 368. Flood Disaster Protection Act of 1973.
Sec. 369. Home Owners' Loan Act.
Sec. 370. Housing Act of 1948.
Sec. 371. Housing and Community Development Act of 1992.
Sec. 372. Housing and Urban-Rural Recovery Act of 1983.
Sec. 373. National Housing Act.
Sec. 374. Neighborhood Reinvestment Corporation Act.
Sec. 375. Public Law 93-100.
Sec. 376. Securities Exchange Act of 1934.
Sec. 377. Title 18, United States Code.
Sec. 378. Title 31, United States Code.

       TITLE IV--REGULATION OF ADVISERS TO HEDGE FUNDS AND OTHERS

Sec. 401. Short title.
Sec. 402. Definitions.
Sec. 403. Elimination of private adviser exemption; limited exemption 
          for foreign private advisers; limited intrastate exemption.
Sec. 404. Collection of systemic risk data; reports; examinations; 
          disclosures.
Sec. 405. Disclosure provision amendment.
Sec. 406. Clarification of rulemaking authority.
Sec. 407. Exemption of venture capital fund advisers.
Sec. 408. Exemption of and record keeping by private equity fund 
          advisers.
Sec. 409. Family offices.
Sec. 410. State and Federal responsibilities; asset threshold for 
          Federal registration of investment advisers.
Sec. 411. Custody of client assets.
Sec. 412. Adjusting the accredited investor standard.
Sec. 413. GAO study and report on accredited investors.
Sec. 414. GAO study on self-regulatory organization for private funds.
Sec. 415. Commission study and report on short selling.
Sec. 416. Transition period.

                           TITLE V--INSURANCE

                Subtitle A--Office of National Insurance

Sec. 501. Short title.
Sec. 502. Federal Insurance Office.

                Subtitle B--State-Based Insurance Reform

Sec. 511. Short title.
Sec. 512. Effective date.

                      PART I--Nonadmitted Insurance

Sec. 521. Reporting, payment, and allocation of premium taxes.
Sec. 522. Regulation of nonadmitted insurance by insured's home State.
Sec. 523. Participation in national producer database.
Sec. 524. Uniform standards for surplus lines eligibility.
Sec. 525. Streamlined application for commercial purchasers.
Sec. 526. GAO study of nonadmitted insurance market.
Sec. 527. Definitions.

                          PART II--Reinsurance

Sec. 531. Regulation of credit for reinsurance and reinsurance 
          agreements.
Sec. 532. Regulation of reinsurer solvency.
Sec. 533. Definitions.

                     PART III--Rule of Construction

Sec. 541. Rule of construction.
Sec. 542. Severability.

  TITLE VI--IMPROVEMENTS TO REGULATION OF BANK AND SAVINGS ASSOCIATION 
              HOLDING COMPANIES AND DEPOSITORY INSTITUTIONS

Sec. 601. Short title.
Sec. 602. Definition.
Sec. 603. Moratorium and study on treatment of credit card banks, 
          industrial loan companies, and certain other companies under 
          the Bank Holding Company Act of 1956.
Sec. 604. Reports and examinations of holding companies; regulation of 
          functionally regulated subsidiaries.
Sec. 605. Assuring consistent oversight of permissible activities of 
          depository institution subsidiaries of holding companies.
Sec. 606. Requirements for financial holding companies to remain well 
          capitalized and well managed.
Sec. 607. Standards for interstate acquisitions.
Sec. 608. Enhancing existing restrictions on bank transactions with 
          affiliates.
Sec. 609. Eliminating exceptions for transactions with financial 
          subsidiaries.
Sec. 610. Lending limits applicable to credit exposure on derivative 
          transactions, repurchase agreements, reverse repurchase 
          agreements, and securities lending and borrowing transactions.
Sec. 611. Consistent treatment of derivative transactions in lending 
          limits.
Sec. 612. Restriction on conversions of troubled banks.
Sec. 613. De novo branching into States.
Sec. 614. Lending limits to insiders.
Sec. 615. Limitations on purchases of assets from insiders.
Sec. 616. Regulations regarding capital levels.
Sec. 617. Elimination of elective investment bank holding company 
          framework.
Sec. 618. Securities holding companies.
Sec. 619. Prohibitions on proprietary trading and certain relationships 
          with hedge funds and private equity funds.
Sec. 620. Study of bank investment activities.
Sec. 621. Conflicts of interest.
Sec. 622. Concentration limits on large financial firms.
Sec. 623. Interstate merger transactions.
Sec. 624. Qualified thrift lenders.
Sec. 625. Treatment of dividends by certain mutual holding companies.
Sec. 626. Intermediate holding companies.
Sec. 627. Interest-bearing transaction accounts authorized.
Sec. 628. Credit card bank small business lending.

         TITLE VII--WALL STREET TRANSPARENCY AND ACCOUNTABILITY

Sec. 701. Short title.

        Subtitle A--Regulation of Over-the-Counter Swaps Markets

                      PART I--Regulatory Authority

Sec. 711. Definitions.
Sec. 712. Review of regulatory authority.
Sec. 713. Portfolio margining conforming changes.
Sec. 714. Abusive swaps.
Sec. 715. Authority to prohibit participation in swap activities.
Sec. 716. Prohibition against Federal Government bailouts of swaps 
          entities.
Sec. 717. New product approval CFTC--SEC process.
Sec. 718. Determining status of novel derivative products.
Sec. 719. Studies.
Sec. 720. Memorandum.

                   PART II--Regulation of Swap Markets

Sec. 721. Definitions.
Sec. 722. Jurisdiction.
Sec. 723. Clearing.
Sec. 724. Swaps; segregation and bankruptcy treatment.
Sec. 725. Derivatives clearing organizations.
Sec. 726. Rulemaking on conflict of interest.
Sec. 727. Public reporting of swap transaction data.
Sec. 728. Swap data repositories.
Sec. 729. Reporting and recordkeeping.
Sec. 730. Large swap trader reporting.
Sec. 731. Registration and regulation of swap dealers and major swap 
          participants.
Sec. 732. Conflicts of interest.
Sec. 733. Swap execution facilities.
Sec. 734. Derivatives transaction execution facilities and exempt boards 
          of trade.
Sec. 735. Designated contract markets.
Sec. 736. Margin.
Sec. 737. Position limits.
Sec. 738. Foreign boards of trade.
Sec. 739. Legal certainty for swaps.
Sec. 740. Multilateral clearing organizations.
Sec. 741. Enforcement.
Sec. 742. Retail commodity transactions.
Sec. 743. Other authority.
Sec. 744. Restitution remedies.
Sec. 745. Enhanced compliance by registered entities.
Sec. 746. Insider trading.
Sec. 747. Antidisruptive practices authority.
Sec. 748. Commodity whistleblower incentives and protection.
Sec. 749. Conforming amendments.
Sec. 750. Study on oversight of carbon markets.
Sec. 751. Energy and environmental markets advisory committee.
Sec. 752. International harmonization.
Sec. 753. Anti-manipulation authority.
Sec. 754. Effective date.

          Subtitle B--Regulation of Security-Based Swap Markets

Sec. 761. Definitions under the Securities Exchange Act of 1934.
Sec. 762. Repeal of prohibition on regulation of security-based swap 
          agreements.
Sec. 763. Amendments to the Securities Exchange Act of 1934.
Sec. 764. Registration and regulation of security-based swap dealers and 
          major 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 Advisers Act of 1940.
Sec. 771. Other authority.
Sec. 772. Jurisdiction.
Sec. 773. Civil penalties.
Sec. 774. Effective date.

        TITLE VIII--PAYMENT, CLEARING, AND SETTLEMENT SUPERVISION

Sec. 801. Short title.
Sec. 802. Findings and purposes.
Sec. 803. Definitions.
Sec. 804. Designation of systemic importance.
Sec. 805. Standards for systemically important financial market 
          utilities and 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. Consultation.
Sec. 813. Common framework for designated clearing entity risk 
          management.
Sec. 814. Effective date.

  TITLE IX--INVESTOR PROTECTIONS AND IMPROVEMENTS TO THE REGULATION OF 
                               SECURITIES

Sec. 901. Short title.

               Subtitle A--Increasing Investor Protection

Sec. 911. Investor Advisory Committee established.
Sec. 912. Clarification of authority of the Commission to engage in 
          investor testing.
Sec. 913. Study and rulemaking regarding obligations of brokers, 
          dealers, and investment advisers.
Sec. 914. Study on enhancing investment adviser examinations.
Sec. 915. Office of the Investor Advocate.
Sec. 916. Streamlining of filing procedures for self-regulatory 
          organizations.
Sec. 917. Study regarding financial literacy among investors.
Sec. 918. Study regarding mutual fund advertising.
Sec. 919. Clarification of Commission authority to require investor 
          disclosures before purchase of investment products and 
          services.
Sec. 919A. Study on conflicts of interest.
Sec. 919B. Study on improved investor access to information on 
          investment advisers and broker-dealers.
Sec. 919C. Study on financial planners and the use of financial 
          designations.
Sec. 919D. Ombudsman.

       Subtitle B--Increasing Regulatory Enforcement and Remedies

Sec. 921. Authority to restrict mandatory pre-dispute arbitration.
Sec. 922. Whistleblower protection.
Sec. 923. Conforming amendments for whistleblower protection.
Sec. 924. Implementation and transition provisions for whistleblower 
          protection.
Sec. 925. Collateral bars.
Sec. 926. Disqualifying felons and other ``bad actors'' from Regulation 
          D offerings.
Sec. 927. Equal treatment of self-regulatory organization rules.
Sec. 928. Clarification that section 205 of the Investment Advisers Act 
          of 1940 does not apply to State-registered advisers.
Sec. 929. Unlawful margin lending.
Sec. 929A. Protection for employees of subsidiaries and affiliates of 
          publicly traded companies.
Sec. 929B. Fair Fund amendments.
Sec. 929C. Increasing the borrowing limit on Treasury loans.
Sec. 929D. Lost and stolen securities.
Sec. 929E. Nationwide service of subpoenas.
Sec. 929F. Formerly associated persons.
Sec. 929G. Streamlined hiring authority for market specialists.
Sec. 929H. SIPC Reforms.
Sec. 929I. Protecting confidentiality of materials submitted to the 
          Commission.
Sec. 929J. Expansion of audit information to be produced and exchanged.
Sec. 929K. Sharing privileged information with other authorities.
Sec. 929L. Enhanced application of antifraud provisions.
Sec. 929M. Aiding and abetting authority under the Securities Act and 
          the Investment Company Act.
Sec. 929N. Authority to impose penalties for aiding and abetting 
          violations of the Investment Advisers Act.
Sec. 929O. Aiding and abetting standard of knowledge satisfied by 
          recklessness.
Sec. 929P. Strengthening enforcement by the Commission.
Sec. 929Q. Revision to recordkeeping rule.
Sec. 929R. Beneficial ownership and short-swing profit reporting.
Sec. 929S. Fingerprinting.
Sec. 929T. Equal treatment of self-regulatory organization rules.
Sec. 929U. Deadline for completing examinations, inspections and 
          enforcement actions.
Sec. 929V. Security Investor Protection Act amendments.
Sec. 929W. Notice to missing security holders.
Sec. 929X. Short sale reforms.
Sec. 929Y. Study on extraterritorial private rights of action.
Sec. 929Z. GAO study on securities litigation.

  Subtitle C--Improvements to the Regulation of Credit Rating Agencies

Sec. 931. Findings.
Sec. 932. Enhanced regulation, accountability, and transparency of 
          nationally recognized statistical rating organizations.
Sec. 933. State of mind in private actions.
Sec. 934. Referring tips to law enforcement or regulatory authorities.
Sec. 935. Consideration of information from sources other than the 
          issuer in rating decisions.
Sec. 936. Qualification standards for credit rating analysts.
Sec. 937. Timing of regulations.
Sec. 938. Universal ratings symbols.
Sec. 939. Removal of statutory references to credit ratings.
Sec. 939A. Review of reliance on ratings.
Sec. 939B. Elimination of exemption from fair disclosure rule.
Sec. 939C. Securities and Exchange Commission study on strengthening 
          credit rating agency independence.
Sec. 939D. Government Accountability Office study on alternative 
          business models.
Sec. 939E. Government Accountability Office study on the creation of an 
          independent professional analyst organization.
Sec. 939F. Study and rulemaking on assigned credit ratings.
Sec. 939G. Effect of Rule 436(g).
Sec. 939H. Sense of Congress.

   Subtitle D--Improvements to the Asset-Backed Securitization Process

Sec. 941. Regulation of credit risk retention.
Sec. 942. Disclosures and reporting for asset-backed securities.
Sec. 943. Representations and warranties in asset-backed offerings.
Sec. 944. Exempted transactions under the Securities Act of 1933.
Sec. 945. Due diligence analysis and disclosure in asset-backed 
          securities issues.
Sec. 946. Study on the macroeconomic effects of risk retention 
          requirements.

          Subtitle E--Accountability and Executive Compensation

Sec. 951. Shareholder vote on executive compensation disclosures.
Sec. 952. Compensation committee independence.
Sec. 953. Executive compensation disclosures.
Sec. 954. Recovery of erroneously awarded compensation.
Sec. 955. Disclosure regarding employee and director hedging.
Sec. 956. Enhanced compensation structure reporting.
Sec. 957. Voting by brokers.

    Subtitle F--Improvements to the Management of the Securities and 
                           Exchange Commission

Sec. 961. Report and certification of internal supervisory controls.
Sec. 962. Triennial report on personnel management.
Sec. 963. Annual financial controls audit.
Sec. 964. Report on oversight of national securities associations.
Sec. 965. Compliance examiners.
Sec. 966. Suggestion program for employees of the Commission.
Sec. 967. Commission organizational study and reform.
Sec. 968. Study on SEC revolving door.

             Subtitle G--Strengthening Corporate Governance

Sec. 971. Proxy access.
Sec. 972. Disclosures regarding chairman and CEO structures.

                    Subtitle H--Municipal Securities

Sec. 975. Regulation of municipal securities and changes to the board of 
          the MSRB.
Sec. 976. Government Accountability Office study of increased disclosure 
          to investors.
Sec. 977. Government Accountability Office study on the municipal 
          securities markets.
Sec. 978. Funding for Governmental Accounting Standards Board.
Sec. 979. Commission Office of Municipal Securities.

    Subtitle I--Public Company Accounting Oversight Board, Portfolio 
                      Margining, and Other Matters

Sec. 981. Authority to share certain information with foreign 
          authorities.
Sec. 982. Oversight of brokers and dealers.
Sec. 983. Portfolio margining.
Sec. 984. Loan or borrowing of securities.
Sec. 985. Technical corrections to Federal securities laws.
Sec. 986. Conforming amendments relating to repeal of the Public Utility 
          Holding Company Act of 1935.
Sec. 987. Amendment to definition of material loss and nonmaterial 
          losses to the Deposit Insurance Fund for purposes of Inspector 
          General reviews.
Sec. 988. Amendment to definition of material loss and nonmaterial 
          losses to the National Credit Union Share Insurance Fund for 
          purposes of Inspector General reviews.
Sec. 989. Government Accountability Office study on proprietary trading.
Sec. 989A. Senior investor protections.
Sec. 989B. Designated Federal entity inspectors general independence.
Sec. 989C. Strengthening Inspector General accountability.
Sec. 989D. Removal of Inspectors General of designated Federal entities.
Sec. 989E. Additional oversight of financial regulatory system.
Sec. 989F. GAO study of person to person lending.
Sec. 989G. Exemption for nonaccelerated filers.
Sec. 989H. Corrective responses by heads of certain establishments to 
          deficiencies identified by Inspectors General.
Sec. 989I. GAO study regarding exemption for smaller issuers.
Sec. 989J. Further promoting the adoption of the NAIC Model Regulations 
          that enhance protection of seniors and other consumers.

      Subtitle J--Securities and Exchange Commission Match Funding

Sec. 991. Securities and Exchange Commission match funding.

            TITLE X--BUREAU OF CONSUMER FINANCIAL PROTECTION

Sec. 1001. Short title.
Sec. 1002. Definitions.

           Subtitle A--Bureau of Consumer Financial Protection

Sec. 1011. Establishment of the Bureau of Consumer Financial Protection.
Sec. 1012. Executive and administrative powers.
Sec. 1013. Administration.
Sec. 1014. Consumer Advisory Board.
Sec. 1015. Coordination.
Sec. 1016. Appearances before and reports to Congress.
Sec. 1017. Funding; penalties and fines.
Sec. 1018. Effective date.

                Subtitle B--General Powers of the Bureau

Sec. 1021. Purpose, objectives, and functions.
Sec. 1022. Rulemaking authority.
Sec. 1023. Review of Bureau regulations.
Sec. 1024. Supervision of nondepository covered persons.
Sec. 1025. Supervision of very large banks, savings associations, and 
          credit unions.
Sec. 1026. Other banks, savings associations, and credit unions.
Sec. 1027. Limitations on authorities of the Bureau; preservation of 
          authorities.
Sec. 1028. Authority to restrict mandatory pre-dispute arbitration.
Sec. 1029. Exclusion for auto dealers.
Sec. 1029A. Effective date.

                 Subtitle C--Specific Bureau Authorities

Sec. 1031. Prohibiting unfair, deceptive, or abusive acts or practices.
Sec. 1032. Disclosures.
Sec. 1033. Consumer rights to access information.
Sec. 1034. Response to consumer complaints and inquiries.
Sec. 1035. Private education loan ombudsman.
Sec. 1036. Prohibited acts.
Sec. 1037. Effective date.

                  Subtitle D--Preservation of State Law

Sec. 1041. Relation to State law.
Sec. 1042. Preservation of enforcement powers of States.
Sec. 1043. Preservation of existing contracts.
Sec. 1044. State law preemption standards for national banks and 
          subsidiaries clarified.
Sec. 1045. Clarification of law applicable to nondepository institution 
          subsidiaries.
Sec. 1046. State law preemption standards for Federal savings 
          associations and subsidiaries clarified.
Sec. 1047. Visitorial standards for national banks and savings 
          associations.
Sec. 1048. Effective date.

                     Subtitle E--Enforcement Powers

Sec. 1051. Definitions.
Sec. 1052. Investigations and administrative discovery.
Sec. 1053. Hearings and adjudication proceedings.
Sec. 1054. Litigation authority.
Sec. 1055. Relief available.
Sec. 1056. Referrals for criminal proceedings.
Sec. 1057. Employee protection.
Sec. 1058. Effective date.

Subtitle F--Transfer of Functions and Personnel; Transitional Provisions

Sec. 1061. Transfer of consumer financial protection functions.
Sec. 1062. Designated transfer date.
Sec. 1063. Savings provisions.
Sec. 1064. Transfer of certain personnel.
Sec. 1065. Incidental transfers.
Sec. 1066. Interim authority of the Secretary.
Sec. 1067. Transition oversight.

                   Subtitle G--Regulatory Improvements

Sec. 1071. Small business data collection.
Sec. 1072. Assistance for economically vulnerable individuals and 
          families.
Sec. 1073. Remittance transfers.
Sec. 1074. Department of the Treasury study on ending the 
          conservatorship of Fannie Mae, Freddie Mac, and reforming the 
          housing finance system.
Sec. 1075. Reasonable fees and rules for payment card transactions.
Sec. 1076. Reverse mortgage study and regulations.
Sec. 1077. Report on private education loans and private educational 
          lenders.
Sec. 1078. Study and report on credit scores.
Sec. 1079. Review, report, and program with respect to exchange 
          facilitators.
Sec. 1079A. Financial fraud provisions.

                    Subtitle H--Conforming Amendments

Sec. 1081. Amendments to the Inspector General Act.
Sec. 1082. Amendments to the Privacy Act of 1974.
Sec. 1083. Amendments to the Alternative Mortgage Transaction Parity Act 
          of 1982.
Sec. 1084. Amendments to the Electronic Fund Transfer Act.
Sec. 1085. Amendments to the Equal Credit Opportunity Act.
Sec. 1086. Amendments to the Expedited Funds Availability Act.
Sec. 1087. Amendments to the Fair Credit Billing Act.
Sec. 1088. Amendments to the Fair Credit Reporting Act and the Fair and 
          Accurate Credit Transactions Act of 2003.
Sec. 1089. Amendments to the Fair Debt Collection Practices Act.
Sec. 1090. Amendments to the Federal Deposit Insurance Act.
Sec. 1091. Amendment to Federal Financial Institutions Examination 
          Council Act of 1978.
Sec. 1092. Amendments to the Federal Trade Commission Act.
Sec. 1093. Amendments to the Gramm-Leach-Bliley Act.
Sec. 1094. Amendments to the Home Mortgage Disclosure Act of 1975.
Sec. 1095. Amendments to the Homeowners Protection Act of 1998.
Sec. 1096. Amendments to the Home Ownership and Equity Protection Act of 
          1994.
Sec. 1097. Amendments to the Omnibus Appropriations Act, 2009.
Sec. 1098. Amendments to the Real Estate Settlement Procedures Act of 
          1974.
Sec. 1098A. Amendments to the Interstate Land Sales Full Disclosure Act.
Sec. 1099. Amendments to the Right to Financial Privacy Act of 1978.
Sec. 1100. Amendments to the Secure and Fair Enforcement for Mortgage 
          Licensing Act of 2008.
Sec. 1100A. Amendments to the Truth in Lending Act.
Sec. 1100B. Amendments to the Truth in Savings Act.
Sec. 1100C. Amendments to the Telemarketing and Consumer Fraud and Abuse 
          Prevention Act.
Sec. 1100D. Amendments to the Paperwork Reduction Act.
Sec. 1100E. Adjustments for inflation in the Truth in Lending Act.
Sec. 1100F. Use of consumer reports.
Sec. 1100G. Small business fairness and regulatory transparency.
Sec. 1100H. Effective date.

               TITLE XI--FEDERAL RESERVE SYSTEM PROVISIONS

Sec. 1101. Federal Reserve Act amendments on emergency lending 
          authority.
Sec. 1102. Reviews of special Federal reserve credit facilities.
Sec. 1103. Public access to information.
Sec. 1104. Liquidity event determination.
Sec. 1105. Emergency financial stabilization.
Sec. 1106. Additional related amendments.
Sec. 1107. Federal Reserve Act amendments on Federal reserve bank 
          governance.
Sec. 1108. Federal Reserve Act amendments on supervision and regulation 
          policy.
Sec. 1109. GAO audit of the Federal Reserve facilities; publication of 
          Board actions.

    TITLE XII--IMPROVING ACCESS TO MAINSTREAM FINANCIAL INSTITUTIONS

Sec. 1201. Short title.
Sec. 1202. Purpose.
Sec. 1203. Definitions.
Sec. 1204. Expanded access to mainstream financial institutions.
Sec. 1205. Low-cost alternatives to payday loans.
Sec. 1206. Grants to establish loan-loss reserve funds.
Sec. 1207. Procedural provisions.
Sec. 1208. Authorization of appropriations.
Sec. 1209. Regulations.
Sec. 1210. Evaluation and reports to Congress.

                       TITLE XIII--PAY IT BACK ACT

Sec. 1301. Short title.
Sec. 1302. Amendment to reduce TARP authorization.
Sec. 1303. Report.
Sec. 1304. Amendments to Housing and Economic Recovery Act of 2008.
Sec. 1305. Federal Housing Finance Agency report.
Sec. 1306. Repayment of unobligated ARRA funds.

        TITLE XIV--MORTGAGE REFORM AND ANTI-PREDATORY LENDING ACT

Sec. 1400. Short title; designation as enumerated consumer law.

       Subtitle A--Residential Mortgage Loan Origination Standards

Sec. 1401. Definitions.
Sec. 1402. Residential mortgage loan origination.
Sec. 1403. Prohibition on steering incentives.
Sec. 1404. Liability.
Sec. 1405. Regulations.
Sec. 1406. Study of shared appreciation mortgages.

               Subtitle B--Minimum Standards For Mortgages

Sec. 1411. Ability to repay.
Sec. 1412. Safe harbor and rebuttable presumption.
Sec. 1413. Defense to foreclosure.
Sec. 1414. Additional standards and requirements.
Sec. 1415. Rule of construction.
Sec. 1416. Amendments to civil liability provisions.
Sec. 1417. Lender rights in the context of borrower deception.
Sec. 1418. Six-month notice required before reset of hybrid adjustable 
          rate mortgages.
Sec. 1419. Required disclosures.
Sec. 1420. Disclosures required in monthly statements for residential 
          mortgage loans.
Sec. 1421. Report by the GAO.
Sec. 1422. State attorney general enforcement authority.

                     Subtitle C--High-Cost Mortgages

Sec. 1431. Definitions relating to high-cost mortgages.
Sec. 1432. Amendments to existing requirements for certain mortgages.
Sec. 1433. Additional requirements for certain mortgages.

                Subtitle D--Office of Housing Counseling

Sec. 1441. Short title.
Sec. 1442. Establishment of Office of Housing Counseling.
Sec. 1443. Counseling procedures.
Sec. 1444. Grants for housing counseling assistance.
Sec. 1445. Requirements to use HUD-certified counselors under HUD 
          programs.
Sec. 1446. Study of defaults and foreclosures.
Sec. 1447. Default and foreclosure database.
Sec. 1448. Definitions for counseling-related programs.
Sec. 1449. Accountability and transparency for grant recipients.
Sec. 1450. Updating and simplification of mortgage information booklet.
Sec. 1451. Home inspection counseling.
Sec. 1452. Warnings to homeowners of foreclosure rescue scams.

                     Subtitle E--Mortgage Servicing

Sec. 1461. Escrow and impound accounts relating to certain consumer 
          credit transactions.
Sec. 1462. Disclosure notice required for consumers who waive escrow 
          services.
Sec. 1463. Real Estate Settlement Procedures Act of 1974 amendments.
Sec. 1464. Truth in Lending Act amendments.
Sec. 1465. Escrows included in repayment analysis.

                    Subtitle F--Appraisal Activities

Sec. 1471. Property appraisal requirements.
Sec. 1472. Appraisal independence requirements.
Sec. 1473. Amendments relating to Appraisal Subcommittee of FFIEC, 
          Appraiser Independence Monitoring, Approved Appraiser 
          Education, Appraisal Management Companies, Appraiser Complaint 
          Hotline, Automated Valuation Models, and Broker Price 
          Opinions.
Sec. 1474. Equal Credit Opportunity Act amendment.
Sec. 1475. Real Estate Settlement Procedures Act of 1974 amendment 
          relating to certain appraisal fees.
Sec. 1476. GAO study on the effectiveness and impact of various 
          appraisal methods, valuation models and distributions 
          channels, and on the Home Valuation Code of conduct and the 
          Appraisal Subcommittee.

            Subtitle G--Mortgage Resolution and Modification

Sec. 1481. Multifamily mortgage resolution program.
Sec. 1482. Home Affordable Modification Program guidelines.
Sec. 1483. Public availability of information of Making Home Affordable 
          Program.
Sec. 1484. Protecting tenants at foreclosure extension and 
          clarification.

                  Subtitle H--Miscellaneous Provisions

Sec. 1491. Sense of Congress regarding the importance of government-
          sponsored enterprises reform to enhance the protection, 
          limitation, and regulation of the terms of residential 
          mortgage credit.
Sec. 1492. GAO study report on government efforts to combat mortgage 
          foreclosure rescue scams and loan modification fraud.
Sec. 1493. Reporting of mortgage data by State.
Sec. 1494. Study of effect of drywall presence on foreclosures.
Sec. 1495. Definition.
Sec. 1496. Emergency mortgage relief.
Sec. 1497. Additional assistance for Neighborhood Stabilization Program.
Sec. 1498. Legal assistance for foreclosure-related issues.

                   TITLE XV--MISCELLANEOUS PROVISIONS

Sec. 1501. Restrictions on use of United States funds for foreign 
          governments; protection of American taxpayers.
Sec. 1502. Conflict minerals.
Sec. 1503. Reporting requirements regarding coal or other mine safety.
Sec. 1504. Disclosure of payments by resource extraction issuers.
Sec. 1505. Study by the Comptroller General.
Sec. 1506. Study on core deposits and brokered deposits.

                    TITLE XVI--SECTION 1256 CONTRACTS

Sec. 1601. Certain swaps, etc., not treated as section 1256 contracts.

SEC. 2. DEFINITIONS.

    As used in this Act, the following definitions shall apply, 
except as the context otherwise requires or as otherwise 
specifically provided in this Act:
            (1) Affiliate.--The term ``affiliate'' has the same 
        meaning as in section 3 of the Federal Deposit 
        Insurance Act (12 U.S.C. 1813).
            (2) Appropriate federal banking agency.--On and 
        after the transfer date, the term ``appropriate Federal 
        banking agency'' has the same meaning as in section 
        3(q) of the Federal Deposit Insurance Act (12 U.S.C. 
        1813(q)), as amended by title III.
            (3) Board of governors.--The term ``Board of 
        Governors'' means the Board of Governors of the Federal 
        Reserve System.
            (4) Bureau.--The term ``Bureau'' means the Bureau 
        of Consumer Financial Protection established under 
        title X.
            (5) Commission.--The term ``Commission'' means the 
        Securities and Exchange Commission, except in the 
        context of the Commodity Futures Trading Commission.
            (6) Commodity futures terms.--The terms ``futures 
        commission merchant'', ``swap'', ``swap dealer'', 
        ``swap execution facility'', ``derivatives clearing 
        organization'', ``board of trade'', ``commodity trading 
        advisor'', ``commodity pool'', and ``commodity pool 
        operator'' have the same meanings as given the terms in 
        section 1a of the Commodity Exchange Act (7 U.S.C. 1 et 
        seq.).
            (7) Corporation.--The term ``Corporation'' means 
        the Federal Deposit Insurance Corporation.
            (8) Council.--The term ``Council'' means the 
        Financial Stability Oversight Council established under 
        title I.
            (9) Credit union.--The term ``credit union'' means 
        a Federal credit union, State credit union, or State-
        chartered credit union, as those terms are defined in 
        section 101 of the Federal Credit Union Act (12 U.S.C. 
        1752).
            (10) Federal banking agency.--The term--
                    (A) ``Federal banking agency'' means, 
                individually, the Board of Governors, the 
                Office of the Comptroller of the Currency, and 
                the Corporation; and
                    (B) ``Federal banking agencies'' means all 
                of the agencies referred to in subparagraph 
                (A), collectively.
            (11) Functionally regulated subsidiary.--The term 
        ``functionally regulated subsidiary'' has the same 
        meaning as in section 5(c)(5) of the Bank Holding 
        Company Act of 1956 (12 U.S.C. 1844(c)(5)).
            (12) Primary financial regulatory agency.--The term 
        ``primary financial regulatory agency'' means--
                    (A) the appropriate Federal banking agency, 
                with respect to institutions described in 
                section 3(q) of the Federal Deposit Insurance 
                Act, except to the extent that an institution 
                is or the activities of an institution are 
                otherwise described in subparagraph (B), (C), 
                (D), or (E);
                    (B) the Securities and Exchange Commission, 
                with respect to--
                            (i) any broker or dealer that is 
                        registered with the Commission under 
                        the Securities Exchange Act of 1934, 
                        with respect to the activities of the 
                        broker or dealer that require the 
                        broker or dealer to be registered under 
                        that Act;
                            (ii) any investment company that is 
                        registered with the Commission under 
                        the Investment Company Act of 1940, 
                        with respect to the activities of the 
                        investment company that require the 
                        investment company to be registered 
                        under that Act;
                            (iii) any investment adviser that 
                        is registered with the Commission under 
                        the Investment Advisers Act of 1940, 
                        with respect to the investment advisory 
                        activities of such company and 
                        activities that are incidental to such 
                        advisory activities;
                            (iv) any clearing agency registered 
                        with the Commission under the 
                        Securities Exchange Act of 1934, with 
                        respect to the activities of the 
                        clearing agency that require the agency 
                        to be registered under such Act;
                            (v) any nationally recognized 
                        statistical rating organization 
                        registered with the Commission under 
                        the Securities Exchange Act of 1934;
                            (vi) any transfer agent registered 
                        with the Commission under the 
                        Securities Exchange Act of 1934;
                            (vii) any exchange registered as a 
                        national securities exchange with the 
                        Commission under the Securities 
                        Exchange Act of 1934;
                            (viii) any national securities 
                        association registered with the 
                        Commission under the Securities 
                        Exchange Act of 1934;
                            (ix) any securities information 
                        processor registered with the 
                        Commission under the Securities 
                        Exchange Act of 1934;
                            (x) the Municipal Securities 
                        Rulemaking Board established under the 
                        Securities Exchange Act of 1934;
                            (xi) the Public Company Accounting 
                        Oversight Board established under the 
                        Sarbanes-Oxley Act of 2002 (15 U.S.C. 
                        7211 et seq.);
                            (xii) the Securities Investor 
                        Protection Corporation established 
                        under the Securities Investor 
                        Protection Act of 1970 (15 U.S.C. 78aaa 
                        et seq.); and
                            (xiii) any security-based swap 
                        execution facility, security-based swap 
                        data repository, security-based swap 
                        dealer or major security-based swap 
                        participant registered with the 
                        Commission under the Securities 
                        Exchange Act of 1934, with respect to 
                        the security-based swap activities of 
                        the person that require such person to 
                        be registered under such Act;
                    (C) the Commodity Futures Trading 
                Commission, with respect to--
                            (i) any futures commission merchant 
                        registered with the Commodity Futures 
                        Trading Commission under the Commodity 
                        Exchange Act (7 U.S.C. 1 et seq.), with 
                        respect to the activities of the 
                        futures commission merchant that 
                        require the futures commission merchant 
                        to be registered under that Act;
                            (ii) any commodity pool operator 
                        registered with the Commodity Futures 
                        Trading Commission under the Commodity 
                        Exchange Act (7 U.S.C. 1 et seq.), with 
                        respect to the activities of the 
                        commodity pool operator that require 
                        the commodity pool operator to be 
                        registered under that Act, or a 
                        commodity pool, as defined in that Act;
                            (iii) any commodity trading advisor 
                        or introducing broker registered with 
                        the Commodity Futures Trading 
                        Commission under the Commodity Exchange 
                        Act (7 U.S.C. 1 et seq.), with respect 
                        to the activities of the commodity 
                        trading advisor or introducing broker 
                        that require the commodity trading 
                        adviser or introducing broker to be 
                        registered under that Act;
                            (iv) any derivatives clearing 
                        organization registered with the 
                        Commodity Futures Trading Commission 
                        under the Commodity Exchange Act (7 
                        U.S.C. 1 et seq.), with respect to the 
                        activities of the derivatives clearing 
                        organization that require the 
                        derivatives clearing organization to be 
                        registered under that Act;
                            (v) any board of trade designated 
                        as a contract market by the Commodity 
                        Futures Trading Commission under the 
                        Commodity Exchange Act (7 U.S.C. 1 et 
                        seq.);
                            (vi) any futures association 
                        registered with the Commodity Futures 
                        Trading Commission under the Commodity 
                        Exchange Act (7 U.S.C. 1 et seq.);
                            (vii) any retail foreign exchange 
                        dealer registered with the Commodity 
                        Futures Trading Commission under the 
                        Commodity Exchange Act (7 U.S.C. 1 et 
                        seq.), with respect to the activities 
                        of the retail foreign exchange dealer 
                        that require the retail foreign 
                        exchange dealer to be registered under 
                        that Act;
                            (viii) any swap execution facility, 
                        swap data repository, swap dealer, or 
                        major swap participant registered with 
                        the Commodity Futures Trading 
                        Commission under the Commodity Exchange 
                        Act (7 U.S.C. 1 et seq.) with respect 
                        to the swap activities of the person 
                        that require such person to be 
                        registered under that Act; and
                            (ix) any registered entity under 
                        the Commodity Exchange Act (7 U.S.C. 1 
                        et seq.), with respect to the 
                        activities of the registered entity 
                        that require the registered entity to 
                        be registered under that Act;
                    (D) the State insurance authority of the 
                State in which an insurance company is 
                domiciled, with respect to the insurance 
                activities and activities that are incidental 
                to such insurance activities of an insurance 
                company that is subject to supervision by the 
                State insurance authority under State insurance 
                law; and
                    (E) the Federal Housing Finance Agency, 
                with respect to Federal Home Loan Banks or the 
                Federal Home Loan Bank System, and with respect 
                to the Federal National Mortgage Association or 
                the Federal Home Loan Mortgage Corporation.
            (13) Prudential standards.--The term ``prudential 
        standards'' means enhanced supervision and regulatory 
        standards developed by the Board of Governors under 
        section 165.
            (14) Secretary.--The term ``Secretary'' means the 
        Secretary of the Treasury.
            (15) Securities terms.--The--
                    (A) terms ``broker'', ``dealer'', 
                ``issuer'', ``nationally recognized statistical 
                rating organization'', ``security'', and 
                ``securities laws'' have the same meanings as 
                in section 3 of the Securities Exchange Act of 
                1934 (15 U.S.C. 78c);
                    (B) term ``investment adviser'' has the 
                same meaning as in section 202 of the 
                Investment Advisers Act of 1940 (15 U.S.C. 80b-
                2); and
                    (C) term ``investment company'' has the 
                same meaning as in section 3 of the Investment 
                Company Act of 1940 (15 U.S.C. 80a-3).
            (16) State.--The term ``State'' means any State, 
        commonwealth, territory, or possession of the United 
        States, the District of Columbia, the Commonwealth of 
        Puerto Rico, the Commonwealth of the Northern Mariana 
        Islands, American Samoa, Guam, or the United States 
        Virgin Islands.
            (17) Transfer date.--The term ``transfer date'' 
        means the date established under section 311.
            (18) Other incorporated definitions.--
                    (A) Federal deposit insurance act.--The 
                terms ``bank'', ``bank holding company'', 
                ``control'', ``deposit'', ``depository 
                institution'', ``Federal depository 
                institution'', ``Federal savings association'', 
                ``foreign bank'', ``including'', ``insured 
                branch'', ``insured depository institution'', 
                ``national member bank'', ``national nonmember 
                bank'', ``savings association'', ``State 
                bank'', ``State depository institution'', 
                ``State member bank'', ``State nonmember 
                bank'', ``State savings association'', and 
                ``subsidiary'' have the same meanings as in 
                section 3 of the Federal Deposit Insurance Act 
                (12 U.S.C. 1813).
                    (B) Holding companies.--The term--
                            (i) ``bank holding company'' has 
                        the same meaning as in section 2 of the 
                        Bank Holding Company Act of 1956 (12 
                        U.S.C. 1841);
                            (ii) ``financial holding company'' 
                        has the same meaning as in section 2(p) 
                        of the Bank Holding Company Act of 1956 
                        (12 U.S.C. 1841(p)); and
                            (iii) ``savings and loan holding 
                        company'' has the same meaning as in 
                        section 10 of the Home Owners' Loan Act 
                        (12 U.S.C. 1467a(a)).

SEC. 3. SEVERABILITY.

    If any provision of this Act, an amendment made by this 
Act, or the application of such provision or amendment to any 
person or circumstance is held to be unconstitutional, the 
remainder of this Act, the amendments made by this Act, and the 
application of the provisions of such to any person or 
circumstance shall not be affected thereby.

SEC. 4. EFFECTIVE DATE.

    Except as otherwise specifically provided in this Act or 
the amendments made by this Act, this Act and such amendments 
shall take effect 1 day after the date of enactment of this 
Act.

SEC. 5. BUDGETARY EFFECTS.

    The budgetary effects of this Act, for the purpose of 
complying with the Statutory Pay-As-You-Go-Act of 2010, shall 
be determined by reference to the latest statement titled 
``Budgetary Effects of PAYGO Legislation'' for this Act, 
jointly submitted for printing in the Congressional Record by 
the Chairmen of the House and Senate Budget Committees, 
provided that such statement has been submitted prior to the 
vote on passage in the House acting first on this conference 
report or amendment between the Houses.

SEC. 6. ANTITRUST SAVINGS CLAUSE.

    Nothing in this Act, or any amendment made by this Act, 
shall be construed to modify, impair, or supersede the 
operation of any of the antitrust laws, unless otherwise 
specified. For purposes of this section, the term ``antitrust 
laws'' has the same meaning as in subsection (a) of the first 
section of the Clayton Act, except that such term includes 
section 5 of the Federal Trade Commission Act, to the extent 
that such section 5 applies to unfair methods of competition.

                      TITLE I--FINANCIAL STABILITY

SEC. 101. SHORT TITLE.

    This title may be cited as the ``Financial Stability Act of 
2010''.

SEC. 102. DEFINITIONS.

    (a) In General.--For purposes of this title, unless the 
context otherwise requires, the following definitions shall 
apply:
            (1) Bank holding company.--The term ``bank holding 
        company'' has the same meaning as in section 2 of the 
        Bank Holding Company Act of 1956 (12 U.S.C. 1841). A 
        foreign bank or company that is treated as a bank 
        holding company for purposes of the Bank Holding 
        Company Act of 1956, pursuant to section 8(a) of the 
        International Banking Act of 1978 (12 U.S.C. 3106(a)), 
        shall be treated as a bank holding company for purposes 
        of this title.
            (2) Chairperson.--The term ``Chairperson'' means 
        the Chairperson of the Council.
            (3) Member agency.--The term ``member agency'' 
        means an agency represented by a voting member of the 
        Council.
            (4) Nonbank financial company definitions.--
                    (A) Foreign nonbank financial company.--The 
                term ``foreign nonbank financial company'' 
                means a company (other than a company that is, 
                or is treated in the United States as, a bank 
                holding company) that is--
                            (i) incorporated or organized in a 
                        country other than the United States; 
                        and
                            (ii) predominantly engaged in, 
                        including through a branch in the 
                        United States, financial activities, as 
                        defined in paragraph (6).
                    (B) U.S. nonbank financial company.--The 
                term ``U.S. nonbank financial company'' means a 
                company (other than a bank holding company, a 
                Farm Credit System institution chartered and 
                subject to the provisions of the Farm Credit 
                Act of 1971 (12 U.S.C. 2001 et seq.), or a 
                national securities exchange (or parent 
                thereof), clearing agency (or parent thereof, 
                unless the parent is a bank holding company), 
                security-based swap execution facility, or 
                security-based swap data repository registered 
                with the Commission, or a board of trade 
                designated as a contract market (or parent 
                thereof), or a derivatives clearing 
                organization (or parent thereof, unless the 
                parent is a bank holding company), swap 
                execution facility or a swap data repository 
                registered with the Commodity Futures Trading 
                Commission), that is--
                            (i) incorporated or organized under 
                        the laws of the United States or any 
                        State; and
                            (ii) predominantly engaged in 
                        financial activities, as defined in 
                        paragraph (6).
                    (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 supervised by 
                the board of governors.--The term ``nonbank 
                financial company supervised by the Board of 
                Governors'' means a nonbank financial company 
                that the Council has determined under section 
                113 shall be supervised by the Board of 
                Governors.
            (5) Office of financial research.--The term 
        ``Office of Financial Research'' means the office 
        established under section 152.
            (6) Predominantly engaged.--A company is 
        ``predominantly engaged in financial activities'' if--
                    (A) the annual gross revenues derived by 
                the company and all of its subsidiaries from 
                activities that are financial in nature (as 
                defined in section 4(k) of the Bank Holding 
                Company Act of 1956) and, if applicable, from 
                the ownership or control of one or more insured 
                depository institutions, represents 85 percent 
                or more of the consolidated annual gross 
                revenues of the company; or
                    (B) the consolidated assets of the company 
                and all of its subsidiaries related to 
                activities that are financial in nature (as 
                defined in section 4(k) of the Bank Holding 
                Company Act of 1956) and, if applicable, 
                related to the ownership or control of one or 
                more insured depository institutions, 
                represents 85 percent or more of the 
                consolidated assets of the company.
            (7) Significant institutions.--The terms 
        ``significant nonbank financial company'' and 
        ``significant bank holding company'' have the meanings 
        given those terms by rule of the Board of Governors, 
        but in no instance shall the term ``significant nonbank 
        financial company'' include those entities that are 
        excluded under paragraph (4)(B).
    (b) Definitional Criteria.--The Board of Governors shall 
establish, by regulation, the requirements for determining if a 
company is predominantly engaged in financial activities, as 
defined in subsection (a)(6).
    (c) Foreign Nonbank Financial Companies.--For purposes of 
the application of subtitles A and C (other than section 
113(b)) with respect to a foreign nonbank financial company, 
references in this title to ``company'' or ``subsidiary'' 
include only the United States activities and subsidiaries of 
such foreign company, except as otherwise provided.

           Subtitle A--Financial Stability Oversight Council

SEC. 111. FINANCIAL STABILITY OVERSIGHT COUNCIL ESTABLISHED.

    (a) Establishment.--Effective on the date of enactment of 
this Act, there is established the Financial Stability 
Oversight Council.
    (b) Membership.--The Council shall consist of the following 
members:
            (1) Voting members.--The voting members, who shall 
        each have 1 vote on the Council shall be--
                    (A) the Secretary of the Treasury, who 
                shall serve as Chairperson of the Council;
                    (B) the Chairman of the Board of Governors;
                    (C) the Comptroller of the Currency;
                    (D) the Director of the Bureau;
                    (E) the Chairman of the Commission;
                    (F) the Chairperson of the Corporation;
                    (G) the Chairperson of the Commodity 
                Futures Trading Commission;
                    (H) the Director of the Federal Housing 
                Finance Agency;
                    (I) the Chairman of the National Credit 
                Union Administration Board; and
                    (J) an independent member appointed by the 
                President, by and with the advice and consent 
                of the Senate, having insurance expertise.
            (2) Nonvoting members.--The nonvoting members, who 
        shall serve in an advisory capacity as a nonvoting 
        member of the Council, shall be--
                    (A) the Director of the Office of Financial 
                Research;
                    (B) the Director of the Federal Insurance 
                Office;
                    (C) a State insurance commissioner, to be 
                designated by a selection process determined by 
                the State insurance commissioners;
                    (D) a State banking supervisor, to be 
                designated by a selection process determined by 
                the State banking supervisors; and
                    (E) a State securities commissioner (or an 
                officer performing like functions), to be 
                designated by a selection process determined by 
                such State securities commissioners.
            (3) Nonvoting member participation.--The nonvoting 
        members of the Council shall not be excluded from any 
        of the proceedings, meetings, discussions, or 
        deliberations of the Council, except that the 
        Chairperson may, upon an affirmative vote of the member 
        agencies, exclude the nonvoting members from any of the 
        proceedings, meetings, discussions, or deliberations of 
        the Council when necessary to safeguard and promote the 
        free exchange of confidential supervisory information.
    (c) Terms; Vacancy.--
            (1) Terms.--The independent member of the Council 
        shall serve for a term of 6 years, and each nonvoting 
        member described in subparagraphs (C), (D), and (E) of 
        subsection (b)(2) shall serve for a term of 2 years.
            (2) Vacancy.--Any vacancy on the Council shall be 
        filled in the manner in which the original appointment 
        was made.
            (3) Acting officials may serve.--In the event of a 
        vacancy in the office of the head of a member agency or 
        department, and pending the appointment of a successor, 
        or during the absence or disability of the head of a 
        member agency or department, the acting head of the 
        member agency or department shall serve as a member of 
        the Council in the place of that agency or department 
        head.
    (d) Technical and Professional Advisory Committees.--The 
Council may appoint such special advisory, technical, or 
professional committees as may be useful in carrying out the 
functions of the Council, including an advisory 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 voting members then serving.
    (g) Nonapplicability of FACA.--The Federal Advisory 
Committee Act (5 U.S.C. App.) shall not apply to the Council, 
or to any special advisory, technical, or professional 
committee appointed by the Council, except that, if an 
advisory, technical, or professional committee has one or more 
members who are not employees of or affiliated with the United 
States Government, the Council shall publish a list of the 
names of the members of such committee.
    (h) Assistance From Federal Agencies.--Any department or 
agency of the United States may provide to the Council and any 
special advisory, technical, or professional committee 
appointed by the Council, such services, funds, facilities, 
staff, and other support services as the Council may determine 
advisable.
    (i) Compensation of Members.--
            (1) Federal employee members.--All members of the 
        Council who are officers or employees of the United 
        States shall serve without compensation in addition to 
        that received for their services as officers or 
        employees of the United States.
            (2) Compensation for non-federal member.--Section 
        5314 of title 5, United States Code, is amended by 
        adding at the end the following:
            ``Independent Member of the Financial Stability 
        Oversight Council (1).''.
    (j) Detail of Government Employees.--Any employee of the 
Federal Government may be detailed to the Council without 
reimbursement, and such detail shall be without interruption or 
loss of civil service status or privilege. An employee of the 
Federal Government detailed to the Council shall report to and 
be subject to oversight by the Council during the assignment to 
the Council, and shall be compensated by the department or 
agency from which the employee was detailed.

SEC. 112. COUNCIL AUTHORITY.

    (a) Purposes and Duties of the Council.--
            (1) In general.--The purposes of the Council are--
                    (A) to identify risks to the financial 
                stability of the United States that could arise 
                from the material financial distress or 
                failure, or ongoing activities, of large, 
                interconnected bank holding companies or 
                nonbank financial companies, or that could 
                arise outside the financial services 
                marketplace;
                    (B) to promote market discipline, by 
                eliminating expectations on the part of 
                shareholders, creditors, and counterparties of 
                such companies that the Government will shield 
                them from losses in the event of failure; and
                    (C) to respond to emerging threats to the 
                stability of the United States financial 
                system.
            (2) Duties.--The Council shall, in accordance with 
        this title--
                    (A) collect information from member 
                agencies, other Federal and State financial 
                regulatory agencies, the Federal Insurance 
                Office and, if necessary to assess risks to the 
                United States financial system, direct the 
                Office of Financial Research to collect 
                information from bank holding companies and 
                nonbank financial companies;
                    (B) provide direction to, and request data 
                and analyses from, the Office of Financial 
                Research to support the work of the Council;
                    (C) monitor the financial services 
                marketplace in order to identify potential 
                threats to the financial stability of the 
                United States;
                    (D) monitor domestic and international 
                financial regulatory proposals and 
                developments, including insurance and 
                accounting issues, and to advise Congress and 
                make recommendations in such areas that will 
                enhance the integrity, efficiency, 
                competitiveness, and stability of the U.S. 
                financial markets;
                    (E) facilitate information sharing and 
                coordination among the member agencies and 
                other Federal and State agencies regarding 
                domestic financial services policy development, 
                rulemaking, examinations, reporting 
                requirements, and enforcement actions;
                    (F) recommend to the member agencies 
                general supervisory priorities and principles 
                reflecting the outcome of discussions among the 
                member agencies;
                    (G) identify gaps in regulation that could 
                pose risks to the financial stability of the 
                United States;
                    (H) require supervision by the Board of 
                Governors for nonbank financial companies that 
                may pose risks to the financial stability of 
                the United States in the event of their 
                material financial distress or failure, or 
                because of their activities pursuant to section 
                113;
                    (I) make recommendations to the Board of 
                Governors concerning the establishment of 
                heightened prudential standards for risk-based 
                capital, leverage, liquidity, contingent 
                capital, resolution plans and credit exposure 
                reports, concentration limits, enhanced public 
                disclosures, and overall risk management for 
                nonbank financial companies and large, 
                interconnected bank holding companies 
                supervised by the Board of Governors;
                    (J) identify systemically important 
                financial market utilities and payment, 
                clearing, and settlement activities (as that 
                term is defined in title VIII);
                    (K) make recommendations to primary 
                financial regulatory agencies to apply new or 
                heightened standards and safeguards for 
                financial activities or practices that could 
                create or increase risks of significant 
                liquidity, credit, or other problems spreading 
                among bank holding companies, nonbank financial 
                companies, and United States financial markets;
                    (L) review and, as appropriate, may submit 
                comments to the Commission and any standard-
                setting body with respect to an existing or 
                proposed accounting principle, standard, or 
                procedure;
                    (M) provide a forum for--
                            (i) discussion and analysis of 
                        emerging market developments and 
                        financial regulatory issues; and
                            (ii) resolution of jurisdictional 
                        disputes among the members of the 
                        Council; and
                    (N) annually report to and testify before 
                Congress on--
                            (i) the activities of the Council;
                            (ii) significant financial market 
                        and regulatory developments, including 
                        insurance and accounting regulations 
                        and standards, along with an assessment 
                        of those developments on the stability 
                        of the financial system;
                            (iii) potential emerging threats to 
                        the financial stability of the United 
                        States;
                            (iv) all determinations made under 
                        section 113 or title VIII, and the 
                        basis for such determinations;
                            (v) all recommendations made under 
                        section 119 and the result of such 
                        recommendations; and
                            (vi) recommendations--
                                    (I) to enhance the 
                                integrity, efficiency, 
                                competitiveness, and stability 
                                of United States financial 
                                markets;
                                    (II) to promote market 
                                discipline; and
                                    (III) to maintain investor 
                                confidence.
    (b) Statements by Voting Members of the Council.--At the 
time at which each report is submitted under subsection (a), 
each voting member of the Council shall--
            (1) if such member believes that the Council, the 
        Government, and the private sector are taking all 
        reasonable steps to ensure financial stability and to 
        mitigate systemic risk that would negatively affect the 
        economy, submit a signed statement to Congress stating 
        such belief; or
            (2) if such member does not believe that all 
        reasonable steps described under paragraph (1) are 
        being taken, submit a signed statement to Congress 
        stating what actions such member believes need to be 
        taken in order to ensure that all reasonable steps 
        described under paragraph (1) are taken.
    (c) Testimony by the Chairperson.--The Chairperson shall 
appear before the Committee on Financial Services of the House 
of Representatives and the Committee on Banking, Housing, and 
Urban Affairs of the Senate at an annual hearing, after the 
report is submitted under subsection (a)--
            (1) to discuss the efforts, activities, objectives, 
        and plans of the Council; and
            (2) to discuss and answer questions concerning such 
        report.
    (d) Authority To Obtain Information.--
            (1) In general.--The Council may receive, and may 
        request the submission of, any data or information from 
        the Office of Financial Research, member agencies, and 
        the Federal Insurance Office, as necessary--
                    (A) to monitor the financial services 
                marketplace to identify potential risks to the 
                financial stability of the United States; or
                    (B) to otherwise carry out any of the 
                provisions of this title.
            (2) Submissions by the office and member 
        agencies.--Notwithstanding any other provision of law, 
        the Office of Financial Research, any member agency, 
        and the Federal Insurance Office, are authorized to 
        submit information to the Council.
            (3) Financial data collection.--
                    (A) In general.--The Council, acting 
                through the Office of Financial Research, may 
                require the submission of periodic and other 
                reports from any nonbank financial company or 
                bank holding company for the purpose of 
                assessing the extent to which a financial 
                activity or financial market in which the 
                nonbank financial company or bank holding 
                company participates, or the nonbank financial 
                company or bank holding company itself, poses a 
                threat to the financial stability of the United 
                States.
                    (B) Mitigation of report burden.--Before 
                requiring the submission of reports from any 
                nonbank financial 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.
                    (C) Mitigation in case of foreign financial 
                companies.--Before requiring the submission of 
                reports from a company that is a foreign 
                nonbank financial company or foreign-based bank 
                holding company, the Council shall, acting 
                through the Office of Financial Research, to 
                the extent appropriate, consult with the 
                appropriate foreign regulator of such company 
                and, whenever possible, rely on information 
                already being collected by such foreign 
                regulator, with English translation.
            (4) Back-up examination by the board of 
        governors.--If the Council is unable to determine 
        whether the financial activities of a U.S. nonbank 
        financial company pose a threat to the financial 
        stability of the United States, based on information or 
        reports obtained under paragraphs (1) and (3), 
        discussions with management, and publicly available 
        information, the Council may request the Board of 
        Governors, and the Board of Governors is authorized, to 
        conduct an examination of the U.S. nonbank financial 
        company for the sole purpose of determining whether the 
        nonbank financial company should be supervised by the 
        Board of Governors for purposes of this title.
            (5) Confidentiality.--
                    (A) In general.--The Council, the Office of 
                Financial Research, and the other member 
                agencies shall maintain the confidentiality of 
                any data, information, and reports submitted 
                under this title.
                    (B) Retention of privilege.--The submission 
                of any nonpublicly available data or 
                information under this subsection and subtitle 
                B shall not constitute a waiver of, or 
                otherwise affect, any privilege arising under 
                Federal or State law (including the rules of 
                any Federal or State court) to which the data 
                or information is otherwise subject.
                    (C) Freedom of information act.--Section 
                552 of title 5, United States Code, including 
                the exceptions thereunder, shall apply to any 
                data or information submitted under this 
                subsection and subtitle B.

SEC. 113. AUTHORITY TO REQUIRE SUPERVISION AND REGULATION OF CERTAIN 
                    NONBANK FINANCIAL COMPANIES.

    (a) U.S. Nonbank Financial Companies Supervised by the 
Board of Governors.--
            (1) Determination.--The Council, on a nondelegable 
        basis and by a vote of not fewer than \2/3\ of the 
        voting members then serving, including an affirmative 
        vote by the Chairperson, may determine that a U.S. 
        nonbank financial company shall be supervised by the 
        Board of Governors and shall be subject to prudential 
        standards, in accordance with this title, if the 
        Council determines that material financial distress at 
        the U.S. nonbank financial company, or the nature, 
        scope, size, scale, concentration, interconnectedness, 
        or mix of the activities of the U.S. nonbank financial 
        company, could pose a threat to the financial stability 
        of the United States.
            (2) Considerations.--In making a determination 
        under paragraph (1), the Council shall consider--
                    (A) the extent of the leverage of the 
                company;
                    (B) the extent and nature of the off-
                balance-sheet exposures of the company;
                    (C) the extent and nature of the 
                transactions and relationships of the company 
                with other significant nonbank financial 
                companies and significant bank holding 
                companies;
                    (D) the importance of the company as a 
                source of credit for households, businesses, 
                and State and local governments and as a source 
                of liquidity for the United States financial 
                system;
                    (E) the importance of the company as a 
                source of credit for low-income, minority, or 
                underserved communities, and the impact that 
                the failure of such company would have on the 
                availability of credit in such communities;
                    (F) the extent to which assets are managed 
                rather than owned by the company, and the 
                extent to which ownership of assets under 
                management is diffuse;
                    (G) the nature, scope, size, scale, 
                concentration, interconnectedness, and mix of 
                the activities of the company;
                    (H) the degree to which the company is 
                already regulated by 1 or more primary 
                financial regulatory agencies;
                    (I) the amount and nature of the financial 
                assets of the company;
                    (J) the amount and types of the liabilities 
                of the company, including the degree of 
                reliance on short-term funding; and
                    (K) any other risk-related factors that the 
                Council deems appropriate.
    (b) Foreign Nonbank Financial Companies Supervised by the 
Board of Governors.--
            (1) Determination.--The Council, on a nondelegable 
        basis and by a vote of not fewer than \2/3\ of the 
        voting members then serving, including an affirmative 
        vote by the Chairperson, may determine that a foreign 
        nonbank financial company shall be supervised by the 
        Board of Governors and shall be subject to prudential 
        standards, in accordance with this title, if the 
        Council determines that material financial distress at 
        the foreign nonbank financial company, or the nature, 
        scope, size, scale, concentration, interconnectedness, 
        or mix of the activities of the foreign nonbank 
        financial company, could pose a threat to the financial 
        stability of the United States.
            (2) Considerations.--In making a determination 
        under paragraph (1), the Council shall consider--
                    (A) the extent of the leverage of the 
                company;
                    (B) the extent and nature of the United 
                States related off-balance-sheet exposures of 
                the company;
                    (C) the extent and nature of the 
                transactions and relationships of the company 
                with other significant nonbank financial 
                companies and significant bank holding 
                companies;
                    (D) the importance of the company as a 
                source of credit for United States households, 
                businesses, and State and local governments and 
                as a source of liquidity for the United States 
                financial system;
                    (E) the importance of the company as a 
                source of credit for low-income, minority, or 
                underserved communities in the United States, 
                and the impact that the failure of such company 
                would have on the availability of credit in 
                such communities;
                    (F) the extent to which assets are managed 
                rather than owned by the company and the extent 
                to which ownership of assets under management 
                is diffuse;
                    (G) the nature, scope, size, scale, 
                concentration, interconnectedness, and mix of 
                the activities of the company;
                    (H) the extent to which the company is 
                subject to prudential standards on a 
                consolidated basis in its home country that are 
                administered and enforced by a comparable 
                foreign supervisory authority;
                    (I) the amount and nature of the United 
                States financial assets of the company;
                    (J) the amount and nature of the 
                liabilities of the company used to fund 
                activities and operations in the United States, 
                including the degree of reliance on short-term 
                funding; and
                    (K) any other risk-related factors that the 
                Council deems appropriate.
    (c) Antievasion.--
            (1) Determinations.--In order to avoid evasion of 
        this title, the Council, on its own initiative or at 
        the request of the Board of Governors, may determine, 
        on a nondelegable basis and by a vote of not fewer than 
        \2/3\ of the voting members then serving, including an 
        affirmative vote by the Chairperson, that--
                    (A) material financial distress related to, 
                or the nature, scope, size, scale, 
                concentration, interconnectedness, or mix of, 
                the financial activities conducted directly or 
                indirectly by a company incorporated or 
                organized under the laws of the United States 
                or any State or the financial activities in the 
                United States of a company incorporated or 
                organized in a country 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 
                (a)(2) or (b)(2), as applicable;
                    (B) the company is organized or operates in 
                such a manner as to evade the application of 
                this title; and
                    (C) such financial activities of the 
                company shall be supervised by the Board of 
                Governors and subject to prudential standards 
                in accordance with this title, consistent with 
                paragraph (3).
            (2) Report.--Upon making a determination under 
        paragraph (1), the Council shall submit a report to the 
        appropriate committees of Congress detailing the 
        reasons for making such determination.
            (3) Consolidated supervision of only financial 
        activities; establishment of an intermediate holding 
        company.--
                    (A) Establishment of an intermediate 
                holding company.--Upon a determination under 
                paragraph (1), the company that is the subject 
                of the determination may establish an 
                intermediate holding company in which the 
                financial activities of such company and its 
                subsidiaries shall be conducted (other than the 
                activities described in section 167(b)(2)) in 
                compliance with any regulations or guidance 
                provided by the Board of Governors. Such 
                intermediate holding company shall be subject 
                to the supervision of the Board of Governors 
                and to prudential standards under this title as 
                if the intermediate holding company were a 
                nonbank financial company supervised by the 
                Board of Governors.
                    (B) Action of the board of governors.--To 
                facilitate the supervision of the financial 
                activities subject to the determination in 
                paragraph (1), the Board of Governors may 
                require a company to establish an intermediate 
                holding company, as provided for in section 
                167, which would be subject to the supervision 
                of the Board of Governors and to prudential 
                standards under this title, as if the 
                intermediate holding company were a nonbank 
                financial company supervised by the Board of 
                Governors.
            (4) Notice and opportunity for hearing and final 
        determination; judicial review.--Subsections (d) 
        through (h) shall apply to determinations made by the 
        Council pursuant to paragraph (1) in the same manner as 
        such subsections apply to nonbank financial companies.
            (5) Covered financial activities.--For purposes of 
        this subsection, the term ``financial activities''--
                    (A) means activities that are financial in 
                nature (as defined in section 4(k) of the Bank 
                Holding Company Act of 1956);
                    (B) includes the ownership or control of 
                one or more insured depository institutions; 
                and
                    (C) does not include internal financial 
                activities conducted for the company or any 
                affiliate thereof, including internal treasury, 
                investment, and employee benefit functions.
            (6) 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 activities that are 
        the subject of the determination in paragraph (1) shall 
        be subject to the same requirements as a nonbank 
        financial company supervised by the Board of Governors. 
        Nothing in this paragraph shall prohibit or limit the 
        authority of the Board of Governors to apply prudential 
        standards under this title to the financial activities 
        that are subject to the determination in paragraph (1).
    (d) Reevaluation and Rescission.--The Council shall--
            (1) not less frequently than annually, reevaluate 
        each determination made under subsections (a) and (b) 
        with respect to such nonbank financial company 
        supervised by the Board of Governors; and
            (2) rescind any such determination, if the Council, 
        by a vote of not fewer than \2/3\ of the voting members 
        then serving, including an affirmative vote by the 
        Chairperson, determines that the nonbank financial 
        company no longer meets the standards under subsection 
        (a) or (b), as applicable.
    (e) Notice and Opportunity for Hearing and Final 
Determination.--
            (1) In general.--The Council shall provide to a 
        nonbank financial company written notice of a proposed 
        determination of the Council, including an explanation 
        of the basis of the proposed determination of the 
        Council, that a nonbank financial company shall be 
        supervised by the Board of Governors and shall be 
        subject to prudential standards in accordance with this 
        title.
            (2) Hearing.--Not later than 30 days after the date 
        of receipt of any notice of a proposed determination 
        under paragraph (1), the nonbank financial company may 
        request, in writing, an opportunity for a written or 
        oral hearing before the Council to contest the proposed 
        determination. Upon receipt of a timely request, the 
        Council shall fix a time (not later than 30 days after 
        the date of receipt of the request) and place at which 
        such company may appear, personally or through counsel, 
        to submit written materials (or, at the sole discretion 
        of the Council, oral testimony and oral argument).
            (3) Final determination.--Not later than 60 days 
        after the date of a hearing under paragraph (2), the 
        Council shall notify the nonbank financial company of 
        the final determination of the Council, which shall 
        contain a statement of the basis for the decision of 
        the Council.
            (4) No hearing requested.--If a nonbank financial 
        company does not make a timely request for a hearing, 
        the Council shall notify the nonbank financial company, 
        in writing, of the final determination of the Council 
        under subsection (a) or (b), as applicable, not later 
        than 10 days after the date by which the company may 
        request a hearing under paragraph (2).
    (f) Emergency Exception.--
            (1) In general.--The Council may waive or modify 
        the requirements of subsection (e) with respect to a 
        nonbank financial company, if the Council determines, 
        by a vote of not fewer than \2/3\ of the voting members 
        then serving, including an affirmative vote by the 
        Chairperson, that such waiver or modification is 
        necessary or appropriate to prevent or mitigate threats 
        posed by the nonbank financial company to the financial 
        stability of the United States.
            (2) Notice.--The Council shall provide notice of a 
        waiver or modification under this subsection to the 
        nonbank financial company concerned as soon as 
        practicable, but not later than 24 hours after the 
        waiver or modification is granted.
            (3) International coordination.--In making a 
        determination under paragraph (1), the Council shall 
        consult with the appropriate home country supervisor, 
        if any, of the foreign nonbank financial company that 
        is being considered for such a determination.
            (4) Opportunity for hearing.--The Council shall 
        allow a nonbank financial company to request, in 
        writing, an opportunity for a written or oral hearing 
        before the Council to contest a waiver or modification 
        under this subsection, not later than 10 days after the 
        date of receipt of notice of the waiver or modification 
        by the company. Upon receipt of a timely request, the 
        Council shall fix a time (not later than 15 days after 
        the date of receipt of the request) and place at which 
        the nonbank financial company may appear, personally or 
        through counsel, to submit written materials (or, at 
        the sole discretion of the Council, oral testimony and 
        oral argument).
            (5) Notice of final determination.--Not later than 
        30 days after the date of any hearing under paragraph 
        (4), the Council shall notify the subject nonbank 
        financial company of the final determination of the 
        Council under this subsection, which shall contain a 
        statement of the basis for the decision of the Council.
    (g) Consultation.--The Council shall consult with the 
primary financial regulatory agency, if any, for each nonbank 
financial company or subsidiary of a nonbank financial company 
that is being considered for supervision by the Board of 
Governors under this section before the Council makes any final 
determination with respect to such nonbank financial company 
under subsection (a), (b), or (c).
    (h) Judicial Review.--If the Council makes a final 
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)(2), (e)(3), or (f)(5), 
bring an action in the United States district court for the 
judicial district in which the home office of such nonbank 
financial company is located, or in the United States District 
Court for the District of Columbia, for an order requiring that 
the final determination be rescinded, and the court shall, upon 
review, dismiss such action or direct the final 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.
    (i) International Coordination.--In exercising its duties 
under this title with respect to foreign nonbank financial 
companies, foreign-based bank holding companies, and cross-
border activities and markets, the Council shall consult with 
appropriate foreign regulatory authorities, to the extent 
appropriate.

SEC. 114. REGISTRATION OF NONBANK FINANCIAL COMPANIES SUPERVISED BY THE 
                    BOARD OF GOVERNORS.

    Not later than 180 days after the date of a final Council 
determination under section 113 that a nonbank financial 
company is to be supervised by the Board of Governors, such 
company shall register with the Board of Governors, on forms 
prescribed by the Board of Governors, which shall include such 
information as the Board of Governors, in consultation with the 
Council, may deem necessary or appropriate to carry out this 
title.

SEC. 115. ENHANCED SUPERVISION AND PRUDENTIAL STANDARDS FOR NONBANK 
                    FINANCIAL COMPANIES SUPERVISED BY THE BOARD OF 
                    GOVERNORS AND CERTAIN BANK HOLDING COMPANIES.

    (a) In General.--
            (1) Purpose.--In order to prevent or mitigate risks 
        to the financial stability of the United States that 
        could arise from the material financial distress, 
        failure, or ongoing activities of large, interconnected 
        financial institutions, 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 financial 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) Recommended application of required 
        standards.--In making recommendations under this 
        section, the Council may--
                    (A) differentiate among companies that are 
                subject to heightened standards on an 
                individual basis or by category, taking into 
                consideration their capital structure, 
                riskiness, complexity, financial activities 
                (including the financial activities of their 
                subsidiaries), size, and any other risk-related 
                factors that the Council deems appropriate; or
                    (B) recommend an asset threshold that is 
                higher than $50,000,000,000 for the application 
                of any standard described in subsections (c) 
                through (g).
    (b) Development of Prudential Standards.--
            (1) In general.--The recommendations of the Council 
        under subsection (a) may include--
                    (A) risk-based capital requirements;
                    (B) leverage limits;
                    (C) liquidity requirements;
                    (D) resolution plan and credit exposure 
                report requirements;
                    (E) concentration limits;
                    (F) a contingent capital requirement;
                    (G) enhanced public disclosures;
                    (H) short-term debt limits; and
                    (I) overall risk management requirements.
            (2) Prudential standards for foreign financial 
        companies.--In making recommendations concerning the 
        standards set forth in paragraph (1) that would apply 
        to foreign nonbank financial companies supervised by 
        the Board of Governors or foreign-based bank holding 
        companies, the Council shall--
                    (A) give due regard to the principle of 
                national treatment and equality of competitive 
                opportunity; and
                    (B) take into account the extent to which 
                the foreign nonbank financial company or 
                foreign-based bank holding company is subject 
                on a consolidated basis to home country 
                standards that are comparable to those applied 
                to financial companies in the United States.
            (3) Considerations.--In making recommendations 
        concerning prudential standards under paragraph (1), 
        the Council 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 
                        insured depository institution;
                            (iii) nonfinancial activities and 
                        affiliations of the company; and
                            (iv) any other factors that the 
                        Council determines appropriate;
                    (B) to the extent possible, ensure that 
                small changes in the factors listed in 
                subsections (a) and (b) of section 113 would 
                not result in sharp, discontinuous changes in 
                the prudential standards established under 
                section 165; and
                    (C) adapt its recommendations as 
                appropriate in light of any predominant line of 
                business of such company, including assets 
                under management or other activities for which 
                particular standards may not be appropriate.
    (c) Contingent Capital.--
            (1) Study required.--The Council shall conduct a 
        study of the feasibility, benefits, costs, and 
        structure of a contingent capital requirement for 
        nonbank financial companies supervised by the Board of 
        Governors and bank holding companies described in 
        subsection (a), which study shall include--
                    (A) an evaluation of the degree to which 
                such requirement would enhance the safety and 
                soundness of companies subject to the 
                requirement, promote the financial stability of 
                the United States, and reduce risks to United 
                States taxpayers;
                    (B) an evaluation of the characteristics 
                and amounts of contingent capital that should 
                be required;
                    (C) an analysis of potential prudential 
                standards that should be used to determine 
                whether the contingent capital of a company 
                would be converted to equity in times of 
                financial stress;
                    (D) an evaluation of the costs to 
                companies, the effects on the structure and 
                operation of credit and other financial 
                markets, and other economic effects of 
                requiring contingent capital;
                    (E) an evaluation of the effects of such 
                requirement on the international 
                competitiveness of companies subject to the 
                requirement and the prospects for international 
                coordination in establishing such requirement; 
                and
                    (F) recommendations for implementing 
                regulations.
            (2) Report.--The Council shall submit a report to 
        Congress regarding the study required by paragraph (1) 
        not later than 2 years after the date of enactment of 
        this Act.
            (3) Recommendations.--
                    (A) In general.--Subsequent to submitting a 
                report to Congress under paragraph (2), the 
                Council may make recommendations to the Board 
                of Governors to require any nonbank financial 
                company supervised by the Board of Governors 
                and any bank holding company described in 
                subsection (a) to maintain a minimum amount of 
                contingent capital 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;
                            (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 Reports.--
            (1) Resolution plan.--The Council may make 
        recommendations to the Board of Governors concerning 
        the requirement that each nonbank financial company 
        supervised by the Board of Governors and each bank 
        holding company described in subsection (a) report 
        periodically to the Council, the Board of Governors, 
        and the Corporation, the plan of such company for rapid 
        and orderly resolution in the event of material 
        financial distress or failure.
            (2) Credit exposure report.--The Council may make 
        recommendations to the Board of Governors 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 
                company has credit exposure to other 
                significant nonbank financial companies and 
                significant bank holding companies; and
                    (B) the nature and extent to which other 
                such 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 subsection (a), the Council 
may make recommendations to the Board of Governors to prescribe 
standards to limit such risks, as set forth in section 165.
    (f) Enhanced Public Disclosures.--The Council may make 
recommendations to the Board of Governors to require periodic 
public disclosures by bank holding companies described in 
subsection (a) and by nonbank financial companies supervised by 
the Board of Governors, in order to support market evaluation 
of the risk profile, capital adequacy, and risk management 
capabilities thereof.
    (g) Short-term Debt Limits.--The Council may make 
recommendations to the Board of Governors to require short-term 
debt limits to mitigate the risks that an over-accumulation of 
such debt could pose to bank holding companies described in 
subsection (a), nonbank financial companies supervised by the 
Board of Governors, or the financial system.

SEC. 116. REPORTS.

    (a) In General.--Subject to subsection (b), the Council, 
acting through the Office of Financial Research, may require a 
bank holding company with total consolidated assets of 
$50,000,000,000 or greater or a nonbank financial company 
supervised by the Board of Governors, and any subsidiary 
thereof, to submit certified reports to keep the Council 
informed as to--
            (1) the financial condition of the company;
            (2) systems for monitoring and controlling 
        financial, operating, and other risks;
            (3) transactions with any subsidiary that is a 
        depository institution; and
            (4) the extent to which the activities and 
        operations of the company and any subsidiary thereof, 
        could, under adverse circumstances, have the potential 
        to disrupt financial markets or affect the overall 
        financial stability of the United States.
    (b) Use of Existing Reports.--
            (1) In general.--For purposes of compliance with 
        subsection (a), the Council, acting through the Office 
        of Financial Research, shall, to the fullest extent 
        possible, use--
                    (A) reports that a bank holding company, 
                nonbank financial company supervised by the 
                Board of Governors, or any functionally 
                regulated subsidiary of such company has been 
                required to provide to other Federal or State 
                regulatory agencies or to a relevant foreign 
                supervisory authority;
                    (B) information that is otherwise required 
                to be reported publicly; and
                    (C) externally audited financial 
                statements.
            (2) Availability.--Each bank holding company 
        described in subsection (a) and nonbank financial 
        company supervised by the Board of Governors, and any 
        subsidiary thereof, shall provide to the Council, at 
        the request of the Council, copies of all reports 
        referred to in paragraph (1).
            (3) Confidentiality.--The Council shall maintain 
        the confidentiality of the reports obtained under 
        subsection (a) and paragraph (1)(A) of this subsection.

SEC. 117. TREATMENT OF CERTAIN COMPANIES THAT CEASE TO BE BANK HOLDING 
                    COMPANIES.

    (a) Applicability.--This section shall apply to--
            (1) any entity that--
                    (A) was a bank holding company having total 
                consolidated assets equal to or greater than 
                $50,000,000,000 as of January 1, 2010; and
                    (B) received financial assistance under or 
                participated in the Capital Purchase Program 
                established under the Troubled Asset Relief 
                Program authorized by the Emergency Economic 
                Stabilization Act of 2008; and
            (2) any successor entity (as defined by the Board 
        of Governors, in consultation with the Council) to an 
        entity described in paragraph (1).
    (b) Treatment.--If an entity described in subsection (a) 
ceases to be a bank holding company at any time after January 
1, 2010, then such entity shall be treated as a nonbank 
financial company supervised by the Board of Governors, as if 
the Council had made a determination under section 113 with 
respect to that entity.
    (c) Appeal.--
            (1) Request for hearing.--An entity may request, in 
        writing, an opportunity for a written or oral hearing 
        before the Council to appeal its treatment as a nonbank 
        financial company supervised by the Board of Governors 
        in accordance with this section. Upon receipt of the 
        request, the Council shall fix a time (not later than 
        30 days after the date of receipt of the request) and 
        place at which such entity may appear, personally or 
        through counsel, to submit written materials (or, at 
        the sole discretion of the Council, oral testimony and 
        oral argument).
            (2) Decision.--
                    (A) Proposed decision.--A Council decision 
                to grant an appeal under this subsection shall 
                be made by a vote of not fewer than \2/3\ of 
                the voting members then serving, including an 
                affirmative vote by the Chairperson. Not later 
                than 60 days after the date of a hearing under 
                paragraph (1), the Council shall submit a 
                report to, and may testify before, the 
                Committee on Banking, Housing, and Urban 
                Affairs of the Senate and the Committee on 
                Financial Services of the House of 
                Representatives on the proposed decision of the 
                Council regarding an appeal under paragraph 
                (1), which report shall include a statement of 
                the basis for the proposed decision of the 
                Council.
                    (B) Notice of final decision.--The Council 
                shall notify the subject entity of the final 
                decision of the Council regarding an appeal 
                under paragraph (1), which notice shall contain 
                a statement of the basis for the final decision 
                of the Council, not later than 60 days after 
                the later of--
                            (i) the date of the submission of 
                        the report under subparagraph (A); or
                            (ii) if, not later than 1 year 
                        after the date of submission of the 
                        report under subparagraph (A), the 
                        Committee on Banking, Housing, and 
                        Urban Affairs of the Senate or the 
                        Committee on Financial Services of the 
                        House of Representatives holds one or 
                        more hearings regarding such report, 
                        the date of the last such hearing.
                    (C) Considerations.--In making a decision 
                regarding an appeal under paragraph (1), the 
                Council shall consider whether the company 
                meets the standards under section 113(a) or 
                113(b), as applicable, and the definition of 
                the term ``nonbank financial company'' under 
                section 102. The decision of the Council shall 
                be final, subject to the review under paragraph 
                (3).
            (3) Review.--If the Council denies an appeal under 
        this subsection, the Council shall, not less frequently 
        than annually, review and reevaluate the decision.

SEC. 118. COUNCIL FUNDING.

    Any expenses of the Council shall be treated as expenses 
of, and paid by, the Office of Financial Research.

SEC. 119. RESOLUTION OF SUPERVISORY JURISDICTIONAL DISPUTES AMONG 
                    MEMBER AGENCIES.

    (a) Request for Council Recommendation.--The Council shall 
seek to resolve a dispute among 2 or more member agencies, if--
            (1) a member agency has a dispute with another 
        member agency about the respective jurisdiction over a 
        particular bank holding company, nonbank financial 
        company, or financial activity or product (excluding 
        matters for which another dispute mechanism 
        specifically has been provided under title X);
            (2) the Council determines that the disputing 
        agencies cannot, after a demonstrated good faith 
        effort, resolve the dispute without the intervention of 
        the Council; and
            (3) any of the member agencies involved in the 
        dispute--
                    (A) provides all other disputants prior 
                notice of the intent to request dispute 
                resolution by the Council; and
                    (B) requests in writing, not earlier than 
                14 days after providing the notice described in 
                subparagraph (A), that the Council seek to 
                resolve the dispute.
    (b) Council Recommendation.--The Council shall seek to 
resolve each dispute described in subsection (a)--
            (1) within a reasonable time after receiving the 
        dispute resolution request;
            (2) after consideration of relevant information 
        provided by each agency party to the dispute; and
            (3) by agreeing with 1 of the disputants regarding 
        the entirety of the matter, or by determining a 
        compromise position.
    (c) Form of Recommendation.--Any Council recommendation 
under this section shall--
            (1) be in writing;
            (2) include an explanation of the reasons therefor; 
        and
            (3) be approved by the affirmative vote of \2/3\ of 
        the voting members of the Council then serving.
    (d) Nonbinding Effect.--Any recommendation made by the 
Council under subsection (c) shall not be binding on the 
Federal agencies that are parties to the dispute.

SEC. 120. ADDITIONAL STANDARDS APPLICABLE TO ACTIVITIES OR PRACTICES 
                    FOR FINANCIAL STABILITY PURPOSES.

    (a) In General.--The Council may provide for more stringent 
regulation of a financial activity by issuing recommendations 
to the primary financial regulatory agencies to apply new or 
heightened standards and safeguards, including standards 
enumerated in section 115, for a financial activity or practice 
conducted by bank holding companies or nonbank financial 
companies under their respective jurisdictions, if the Council 
determines that the conduct, scope, nature, size, scale, 
concentration, or interconnectedness of such activity or 
practice could create or increase the risk of significant 
liquidity, credit, or other problems spreading among bank 
holding companies and nonbank financial companies, financial 
markets of the United States, or low-income, minority, or 
underserved communities.
    (b) Procedure for Recommendations to Regulators.--
            (1) Notice and opportunity for comment.--The 
        Council shall consult with the primary financial 
        regulatory agencies and provide notice to the public 
        and opportunity for comment for any proposed 
        recommendation that the primary financial regulatory 
        agencies apply new or heightened standards and 
        safeguards for a financial activity or practice.
            (2) Criteria.--The new or heightened standards and 
        safeguards for a financial activity or practice 
        recommended under paragraph (1)--
                    (A) shall take costs to long-term economic 
                growth into account; and
                    (B) may include prescribing the conduct of 
                the activity or practice in specific ways (such 
                as by limiting its scope, or applying 
                particular capital or risk management 
                requirements to the conduct of the activity) or 
                prohibiting the activity or practice.
    (c) Implementation of Recommended Standards.--
            (1) Role of primary financial regulatory agency.--
                    (A) In general.--Each primary financial 
                regulatory agency may impose, require reports 
                regarding, examine for compliance with, and 
                enforce standards in accordance with this 
                section with respect to those entities for 
                which it is the primary financial regulatory 
                agency.
                    (B) Rule of construction.--The authority 
                under this paragraph is in addition to, and 
                does not limit, any other authority of a 
                primary financial regulatory agency. Compliance 
                by an entity with actions taken by a primary 
                financial regulatory agency under this section 
                shall be enforceable in accordance with the 
                statutes governing the respective jurisdiction 
                of the primary financial regulatory agency over 
                the entity, as if the agency action were taken 
                under those statutes.
            (2) Imposition of standards.--The primary financial 
        regulatory agency shall impose the standards 
        recommended by the Council in accordance with 
        subsection (a), or similar standards that the Council 
        deems acceptable, or shall explain in writing to the 
        Council, not later than 90 days after the date on which 
        the Council issues the recommendation, why the agency 
        has determined not to follow the recommendation of the 
        Council.
    (d) Report to Congress.--The Council shall report to 
Congress on--
            (1) any recommendations issued by the Council under 
        this section;
            (2) the implementation of, or failure to implement, 
        such recommendation on the part of a primary financial 
        regulatory agency; and
            (3) in any case in which no primary financial 
        regulatory agency exists for the nonbank financial 
        company conducting financial activities or practices 
        referred to in subsection (a), recommendations for 
        legislation that would prevent such activities or 
        practices from threatening the stability of the 
        financial system of the United States.
    (e) Effect of Rescission of Identification.--
            (1) Notice.--The Council may recommend to the 
        relevant primary financial regulatory agency that a 
        financial activity or practice no longer requires any 
        standards or safeguards implemented under this section.
            (2) Determination of primary financial regulatory 
        agency to continue.--
                    (A) In general.--Upon receipt of a 
                recommendation under paragraph (1), a primary 
                financial regulatory agency that has imposed 
                standards under this section shall determine 
                whether such standards should remain in effect.
                    (B) Appeal process.--Each primary financial 
                regulatory agency that has imposed standards 
                under this section shall promulgate regulations 
                to establish a procedure under which entities 
                under its jurisdiction may appeal a 
                determination by such agency under this 
                paragraph that standards imposed under this 
                section should remain in effect.

SEC. 121. MITIGATION OF RISKS TO FINANCIAL STABILITY.

    (a) Mitigatory Actions.--If the Board of Governors 
determines that a bank holding company with total consolidated 
assets of $50,000,000,000 or more, or a nonbank financial 
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 voting members of the Council then serving, 
shall--
            (1) limit the ability of the company to merge with, 
        acquire, consolidate with, or otherwise become 
        affiliated with another company;
            (2) restrict the ability of the company to offer a 
        financial product or products;
            (3) require the company to terminate one or more 
        activities;
            (4) impose conditions on the manner in which the 
        company conducts 1 or more activities; or
            (5) if the Board of Governors determines that the 
        actions described in paragraphs (1) through (4) are 
        inadequate to mitigate a threat to the financial 
        stability of the United States in its recommendation, 
        require the company to sell or otherwise transfer 
        assets or off-balance-sheet items to unaffiliated 
        entities.
    (b) Notice and Hearing.--
            (1) In general.--The Board of Governors, in 
        consultation with the Council, shall provide to a 
        company described in subsection (a) written notice that 
        such company is being considered for mitigatory action 
        pursuant to this section, including an explanation of 
        the basis for, and description of, the proposed 
        mitigatory action.
            (2) Hearing.--Not later than 30 days after the date 
        of receipt of notice under paragraph (1), the company 
        may request, in writing, an opportunity for a written 
        or oral hearing before the Board of Governors to 
        contest the proposed mitigatory action. Upon receipt of 
        a timely request, the Board of Governors shall fix a 
        time (not later than 30 days after the date of receipt 
        of the request) and place at which such company may 
        appear, personally or through counsel, to submit 
        written materials (or, at the discretion 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 
        decision of the Board of Governors, including the 
        results of the vote of the Council, as described in 
        subsection (a).
    (c) Factors for Consideration.--The Board of Governors and 
the Council shall take into consideration the factors set forth 
in subsection (a) or (b) of section 113, as applicable, in 
making any determination under subsection (a).
    (d) Application to Foreign Financial Companies.--The Board 
of Governors may prescribe regulations regarding the 
application of this section to foreign nonbank financial 
companies supervised by the Board of Governors and foreign-
based bank holding companies--
            (1) giving due regard to the principle of national 
        treatment and equality of competitive opportunity; and
            (2) taking into account the extent to which the 
        foreign nonbank financial company or foreign-based bank 
        holding company is subject on a consolidated basis to 
        home country standards that are comparable to those 
        applied to financial companies in the United States.

SEC. 122. GAO AUDIT OF COUNCIL.

    (a) Authority To Audit.--The Comptroller General of the 
United States may audit the activities of--
            (1) the Council; and
            (2) any person or entity acting on behalf of or 
        under the authority of the Council, to the extent that 
        such activities relate to work for the Council by such 
        person or entity.
    (b) Access to Information.--
            (1) In general.--Notwithstanding any other 
        provision of law, the Comptroller General shall, upon 
        request and at such reasonable time and in such 
        reasonable form as the Comptroller General may request, 
        have access to--
                    (A) any records or other information under 
                the control of or used by the Council;
                    (B) any records or other information under 
                the control of a person or entity acting on 
                behalf of or under the authority of the 
                Council, to the extent that such records or 
                other information is relevant to an audit under 
                subsection (a); and
                    (C) the officers, directors, employees, 
                financial advisors, staff, working groups, and 
                agents and representatives of the Council (as 
                related to the activities on behalf of the 
                Council of such agent or representative), at 
                such reasonable times as the Comptroller 
                General may request.
            (2) Copies.--The Comptroller General may make and 
        retain copies of such books, accounts, and other 
        records, access to which is granted under this section, 
        as the Comptroller General considers appropriate.

SEC. 123. STUDY OF THE EFFECTS OF SIZE AND COMPLEXITY OF FINANCIAL 
                    INSTITUTIONS ON CAPITAL MARKET EFFICIENCY AND 
                    ECONOMIC GROWTH.

    (a) Study Required.--
            (1) In general.--The Chairperson of the Council 
        shall carry out a study of the economic impact of 
        possible financial services regulatory limitations 
        intended to reduce systemic risk. Such study shall 
        estimate the benefits and costs on the efficiency of 
        capital markets, on the financial sector, and on 
        national economic growth, of--
                    (A) explicit or implicit limits on the 
                maximum size of banks, bank holding companies, 
                and other large financial institutions;
                    (B) limits on the organizational complexity 
                and diversification of large financial 
                institutions;
                    (C) requirements for operational separation 
                between business units of large financial 
                institutions in order to expedite resolution in 
                case of failure;
                    (D) limits on risk transfer between 
                business units of large financial institutions;
                    (E) requirements to carry contingent 
                capital or similar mechanisms;
                    (F) limits on commingling of commercial and 
                financial activities by large financial 
                institutions;
                    (G) segregation requirements between 
                traditional financial activities and trading or 
                other high-risk operations in large financial 
                institutions; and
                    (H) other limitations on the activities or 
                structure of large financial institutions that 
                may be useful to limit systemic risk.
            (2) Recommendations.--The study required by this 
        section shall include recommendations for the optimal 
        structure of any limits considered in subparagraphs (A) 
        through (E), in order to maximize their effectiveness 
        and minimize their economic impact.
    (b) Report.--Not later than the end of the 180-day period 
beginning on the date of enactment of this title, and not later 
than every 5 years thereafter, the Chairperson shall issue a 
report to the Congress containing any findings and 
determinations made in carrying out the study required under 
subsection (a).

                Subtitle B--Office of Financial Research

SEC. 151. DEFINITIONS.

    For purposes of this subtitle--
            (1) the terms ``Office'' and ``Director'' mean the 
        Office of Financial Research established under this 
        subtitle and the Director thereof, respectively;
            (2) the term ``financial company'' has the same 
        meaning as in title II, and includes an insured 
        depository institution and an insurance company;
            (3) the term ``Data Center'' means the data center 
        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 
        contract, with sufficient detail to describe the rights 
        and obligations between counterparties and make 
        possible an independent valuation;
            (6) the term ``position data''--
                    (A) means data on financial assets or 
                liabilities held on the balance sheet of a 
                financial company, where 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 
        future delivery of items of intrinsic or extrinsic 
        value among the counterparties; and
            (8) the term ``financial instrument'' means a 
        financial contract in which the terms and conditions 
        are publicly available, and the roles of one or more of 
        the counterparties are assignable without the consent 
        of any of the other counterparties (including common 
        stock of a publicly traded company, government bonds, 
        or exchange traded futures and options contracts).

SEC. 152. OFFICE OF FINANCIAL RESEARCH ESTABLISHED.

    (a) Establishment.--There is established within the 
Department of the Treasury the Office of Financial Research.
    (b) Director.--
            (1) In general.--The Office shall be headed by a 
        Director, who shall be appointed by the President, by 
        and with the advice and consent of the Senate.
            (2) Term of service.--The Director shall serve for 
        a term of 6 years, except that, in the event that a 
        successor is not nominated and confirmed by the end of 
        the term of service of a Director, the Director may 
        continue to serve until such time as the next Director 
        is appointed and confirmed.
            (3) Executive level.--The Director shall be 
        compensated at Level III of the Executive Schedule.
            (4) Prohibition on dual service.--The individual 
        serving in the position of Director may not, during 
        such service, also serve as the head of any financial 
        regulatory agency.
            (5) Responsibilities, duties, and authority.--The 
        Director shall have sole discretion in the manner in 
        which the Director fulfills the responsibilities and 
        duties and exercises the authorities described in this 
        subtitle.
    (c) Budget.--The Director, in consultation with the 
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 appoint and 
        direct, all employees of the Office.
            (2) Compensation.--The Director, in consultation 
        with the Chairperson, shall fix, adjust, and administer 
        the pay for all employees of the Office, without regard 
        to chapter 51 or subchapter III of chapter 53 of title 
        5, United States Code, relating to classification of 
        positions and General Schedule pay rates.
            (3) Comparability.--Section 1206(a) of the 
        Financial Institutions Reform, Recovery, and 
        Enforcement Act of 1989 (12 U.S.C. 1833b(a)) is 
        amended--
                    (A) by striking ``Finance Board,'' and 
                inserting ``Finance Board, the Office of 
                Financial Research, and the Bureau of Consumer 
                Financial Protection''; and
                    (B) by striking ``and the Office of Thrift 
                Supervision,''.
            (4) Senior executives.--Section 3132(a)(1)(D) of 
        title 5, United States Code, is amended by striking 
        ``and the National Credit Union Administration;'' and 
        inserting ``the National Credit Union Administration, 
        the Bureau of Consumer Financial Protection, and the 
        Office of Financial Research;''.
    (e) Assistance From Federal Agencies.--Any department or 
agency of the United States may provide to the Office and any 
special advisory, technical, or professional committees 
appointed by the Office, such services, funds, facilities, 
staff, and other support services as the Office may determine 
advisable. Any Federal Government employee may be detailed to 
the Office without reimbursement, and such detail shall be 
without interruption or loss of civil service status or 
privilege.
    (f) Procurement of Temporary and Intermittent 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 prescribed for Level V of the 
Executive Schedule under section 5316 of such title.
    (g) Post-employment Prohibitions.--The Secretary, with the 
concurrence of the Director of the Office of Government Ethics, 
shall issue regulations prohibiting the Director and any 
employee of the Office who has had access to the transaction or 
position data maintained by the Data Center or other business 
confidential information about financial entities required to 
report to the Office from being employed by or providing advice 
or consulting services to a financial company, for a period of 
1 year after last having had access in the course of official 
duties to such transaction or position data or business 
confidential information, regardless of whether that entity is 
required to report to the Office. For employees whose access to 
business confidential information was limited, the regulations 
may provide, on a case-by-case basis, for a shorter period of 
post-employment prohibition, provided that the shorter period 
does not compromise business confidential information.
    (h) Technical and Professional Advisory Committees.--The 
Office, in consultation with the Chairperson, may appoint such 
special advisory, technical, or professional committees as may 
be useful in carrying out the functions of the Office, and the 
members of such committees may be staff of the Office, or other 
persons, or both.
    (i) Fellowship Program.--The Office, in consultation with 
the Chairperson, may establish and maintain an academic and 
professional fellowship program, under which qualified 
academics and professionals shall be invited to spend not 
longer than 2 years at the Office, to perform research and to 
provide advanced training for Office personnel.
    (j) Executive Schedule Compensation.--Section 5314 of title 
5, United States Code, is amended by adding at the end the 
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 duties of 
the Council, as set forth in subtitle A, and to support member 
agencies, by--
            (1) collecting data on behalf of the Council, and 
        providing such data to the Council and member agencies;
            (2) standardizing the types and formats of data 
        reported and collected;
            (3) performing applied research and essential long-
        term research;
            (4) developing tools for risk measurement and 
        monitoring;
            (5) performing other related services;
            (6) making the results of the activities of the 
        Office available to financial regulatory agencies; and
            (7) assisting such member agencies in determining 
        the types and formats of data authorized by this Act to 
        be collected by such member agencies.
    (b) Administrative Authority.--The Office may--
            (1) share data and information, including software 
        developed by the Office, with the Council, member 
        agencies, and the Bureau of Economic Analysis, 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 financial 
        analyses undertaken at the request of other Federal 
        agencies that are not member agencies.
    (c) Rulemaking Authority.--
            (1) Scope.--The Office, in consultation with the 
        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 
        regulations promulgated by the Office under paragraph 
        (1) to standardize the types and formats of data 
        reported and collected on behalf of the Council, as 
        described in subsection (a)(2). If a member agency 
        fails to implement such regulations prior to the 
        expiration of the 3-year period following the date of 
        publication of final 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. This 
        paragraph shall not supersede or interfere with the 
        independent authority of a member agency under other 
        law to collect data, in such format and manner as the 
        member agency requires.
    (d) Testimony.--
            (1) In general.--The Director of the Office shall 
        report to and testify before the Committee on Banking, 
        Housing, and Urban Affairs of the Senate and the 
        Committee on Financial Services of the House of 
        Representatives annually on the 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 developments 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 any 
        officer or agency of the United States for approval, 
        comment, or review prior to the submission of such 
        testimony. Any such testimony to Congress shall include 
        a statement that the views expressed therein are those 
        of the Director and do not necessarily represent the 
        views of the President.
    (e) Additional Reports.--The Director may provide 
additional reports to Congress concerning the financial 
stability of the United States. The Director shall notify the 
Council of any such additional reports provided to Congress.
    (f) Subpoena.--
            (1) In general.--The Director may require from a 
        financial company, by subpoena, the production of the 
        data requested under subsection (a)(1) and section 
        154(b)(1), but only upon a written finding by the 
        Director that--
                    (A) such data is required to carry out the 
                functions described under this subtitle; and
                    (B) the Office has coordinated with the 
                relevant primary financial regulatory agency, 
                as required under section 154(b)(1)(B)(ii).
            (2) Format.--Subpoenas under paragraph (1) shall 
        bear the signature of the Director, and shall be served 
        by any person or class of persons designated by the 
        Director for that purpose.
            (3) Enforcement.--In the case of contumacy or 
        failure to obey a subpoena, the subpoena shall be 
        enforceable by order of any appropriate district court 
        of the United States. Any failure to obey the order of 
        the court may be punished by the court as a contempt of 
        court.

SEC. 154. ORGANIZATIONAL STRUCTURE; RESPONSIBILITIES OF PRIMARY 
                    PROGRAMMATIC UNITS.

    (a) In General.--There are established within the Office, 
to carry out the programmatic responsibilities of the Office--
            (1) the Data Center; and
            (2) the Research and Analysis Center.
    (b) Data Center.--
            (1) General duties.--
                    (A) Data collection.--The Data Center, on 
                behalf of the Council, shall collect, validate, 
                and maintain all data necessary to carry out 
                the duties of the Data Center, as described in 
                this subtitle. The data assembled shall be 
                obtained from member agencies, commercial data 
                providers, publicly available data sources, and 
                financial entities under subparagraph (B).
                    (B) Authority.--
                            (i) In general.--The Office may, as 
                        determined by the Council or by the 
                        Director in consultation with the 
                        Council, require the submission of 
                        periodic and other reports from any 
                        financial company for the purpose of 
                        assessing the extent to which a 
                        financial 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 burden.--
                        Before requiring the submission of a 
                        report from any financial company that 
                        is regulated by a member agency, any 
                        primary financial regulatory agency, a 
                        foreign supervisory authority, or the 
                        Office shall coordinate with such 
                        agencies or authority, and shall, 
                        whenever possible, rely on information 
                        available from such agencies or 
                        authority.
                            (iii) Collection of financial 
                        transaction and position data.--The 
                        Office shall collect, on a schedule 
                        determined by the Director, in 
                        consultation with the Council, 
                        financial transaction data and position 
                        data from financial companies.
                    (C) Rulemaking.--The Office shall 
                promulgate 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 
                paragraph.
            (2) Responsibilities.--
                    (A) Publication.--The Data Center shall 
                prepare and publish, in a manner that is easily 
                accessible to the public--
                            (i) a financial company reference 
                        database;
                            (ii) a financial instrument 
                        reference database; and
                            (iii) formats and standards for 
                        Office data, including standards for 
                        reporting financial transaction and 
                        position data to the Office.
                    (B) Confidentiality.--The Data Center shall 
                not 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 
        instruments.--The Data Center shall maintain a catalog 
        of the financial entities and instruments reported to 
        the Office.
            (5) Availability to the council and member 
        agencies.--The Data Center shall make data collected 
        and maintained by the Data Center available to the 
        Council and member agencies, as necessary to support 
        their regulatory responsibilities.
            (6) Other authority.--The Office shall, after 
        consultation with the member agencies, provide certain 
        data to financial industry participants and to the 
        general public to increase market transparency and 
        facilitate research on the financial system, to the 
        extent that intellectual property rights are not 
        violated, business confidential information is properly 
        protected, and the sharing of such information poses no 
        significant threats to the financial system of the 
        United States.
    (c) Research and Analysis Center.--
            (1) General duties.--The Research and Analysis 
        Center, on behalf of the Council, shall develop and 
        maintain independent analytical capabilities and 
        computing resources--
                    (A) to develop and maintain metrics and 
                reporting systems for risks to the financial 
                stability of the United States;
                    (B) to monitor, investigate, and report on 
                changes in systemwide risk levels and patterns 
                to the Council and Congress;
                    (C) to conduct, coordinate, and sponsor 
                research to support and improve regulation of 
                financial entities and markets;
                    (D) to evaluate and report on stress tests 
                or other stability-related evaluations of 
                financial entities overseen by the member 
                agencies;
                    (E) to maintain expertise in such areas as 
                may be necessary to support specific requests 
                for advice and 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 report to 
        Congress.
            (2) Content.--Each report required by this 
        subsection shall assess the state of the United States 
        financial system, including--
                    (A) an analysis of any threats to the 
                financial stability of the United States;
                    (B) the status of the efforts of the Office 
                in meeting the mission of the Office; and
                    (C) key findings from the research and 
                analysis of the financial system by the Office.

SEC. 155. FUNDING.

    (a) Financial Research Fund.--
            (1) Fund established.--There is established in the 
        Treasury of the United States a separate fund to be 
        known as the ``Financial Research Fund''.
            (2) Fund receipts.--All amounts provided to the 
        Office under subsection (c), and all assessments that 
        the Office receives under subsection (d) shall be 
        deposited into the Financial Research Fund.
            (3) Investments authorized.--
                    (A) Amounts in fund may be invested.--The 
                Director may request the Secretary to invest 
                the portion of the Financial Research Fund that 
                is not, in the judgment of the Director, 
                required to meet the needs of the Office.
                    (B) Eligible investments.--Investments 
                shall be made by the Secretary in obligations 
                of the United States or obligations that are 
                guaranteed as to principal and interest by the 
                United States, with maturities suitable to the 
                needs of the Financial Research Fund, as 
                determined by the Director.
            (4) Interest and proceeds credited.--The interest 
        on, and the proceeds from the sale or redemption of, 
        any obligations held in the Financial Research Fund 
        shall be credited to and form a part of the Financial 
        Research Fund.
    (b) Use of Funds.--
            (1) In general.--Funds obtained by, transferred to, 
        or credited to the Financial Research Fund shall be 
        immediately available to the Office, and shall remain 
        available until expended, to pay the expenses of the 
        Office in carrying out the duties and responsibilities 
        of the Office.
            (2) Fees, assessments, and other funds not 
        government funds.--Funds obtained by, transferred to, 
        or credited to the Financial Research Fund shall not be 
        construed to be Government funds or appropriated 
        moneys.
            (3) Amounts not subject to apportionment.--
        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 authority, or 
        for any other purpose.
    (c) Interim Funding.--During the 2-year period following 
the date of enactment of this Act, the Board of Governors shall 
provide to the Office an amount sufficient to cover the 
expenses of the Office.
    (d) Permanent Self-funding.--Beginning 2 years after the 
date of enactment of this Act, the Secretary shall establish, 
by regulation, and with the approval of the Council, an 
assessment schedule, including the assessment base and rates, 
applicable to bank holding companies with total consolidated 
assets of $50,000,000,000 or greater and nonbank financial 
companies supervised by the Board of Governors, that takes into 
account differences among such companies, based on the 
considerations for establishing the prudential standards under 
section 115, to collect assessments equal to the total expenses 
of the Office.

SEC. 156. TRANSITION OVERSIGHT.

    (a) Purpose.--The purpose of this section is to ensure that 
the Office--
            (1) has an orderly and organized startup;
            (2) attracts and retains a qualified workforce; and
            (3) establishes comprehensive employee training and 
        benefits programs.
    (b) Reporting Requirement.--
            (1) In general.--The Office shall submit an annual 
        report to the Committee on Banking, Housing, and Urban 
        Affairs of the Senate and the Committee on Financial 
        Services of the House of Representatives that includes 
        the plans described in paragraph (2).
            (2) Plans.--The plans described in this paragraph 
        are as follows:
                    (A) Training and workforce development 
                plan.--The Office shall submit a training and 
                workforce 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 
                        succession planning; and
                            (iv) effective use of technology by 
                        employees.
                    (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
                            (x) any combination of the items 
                        described in clauses (i) through (ix).
                    (C) Recruitment and retention plan.--The 
                Office shall submit a recruitment and retention 
                plan that includes, to the extent practicable, 
                provisions relating to--
                            (i) the steps necessary to target 
                        highly qualified applicant pools with 
                        diverse backgrounds;
                            (ii) streamlined employment 
                        application processes;
                            (iii) the provision of timely 
                        notification of the status of 
                        employment applications to applicants; 
                        and
                            (iv) the collection of information 
                        to measure indicators of hiring 
                        effectiveness.
    (c) Expiration.--The reporting requirement under subsection 
(b) shall terminate 5 years after the date of enactment of this 
Act.
    (d) Rule of Construction.--Nothing in this section may be 
construed to affect--
            (1) a collective bargaining agreement, as that term 
        is defined in section 7103(a)(8) of title 5, United 
        States Code, that is in effect on the date of enactment 
        of this Act; or
            (2) the rights of employees under chapter 71 of 
        title 5, United States Code.

Subtitle C--Additional Board of Governors Authority for Certain Nonbank 
             Financial Companies and Bank Holding Companies

SEC. 161. REPORTS BY AND EXAMINATIONS OF NONBANK FINANCIAL COMPANIES BY 
                    THE BOARD OF GOVERNORS.

    (a) Reports.--
            (1) In general.--The Board of Governors may require 
        each nonbank financial company supervised by the Board 
        of Governors, and any subsidiary thereof, to submit 
        reports under oath, to keep the Board of Governors 
        informed as to--
                    (A) the financial condition of the company 
                or subsidiary, systems of the company or 
                subsidiary for monitoring and controlling 
                financial, operating, and other risks, and the 
                extent to which the activities and operations 
                of the company or subsidiary pose a threat to 
                the financial stability of the United States; 
                and
                    (B) compliance by the company or subsidiary 
                with the requirements of this title.
            (2) Use of existing reports and information.--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 
                Federal or State regulatory agencies;
                    (B) information otherwise obtainable from 
                Federal or State regulatory agencies;
                    (C) information that is otherwise required 
                to be reported publicly; and
                    (D) externally audited financial statements 
                of such company or subsidiary.
            (3) Availability.--Upon the request of the Board of 
        Governors, a nonbank financial company supervised by 
        the Board of Governors, or a subsidiary thereof, shall 
        promptly provide to the Board of Governors any 
        information described in paragraph (2).
    (b) Examinations.--
            (1) In general.--Subject to paragraph (2), the 
        Board of Governors may examine any nonbank financial 
        company supervised by the Board of Governors and any 
        subsidiary of such company, to inform the Board of 
        Governors of--
                    (A) the nature of the operations and 
                financial condition of the company and such 
                subsidiary;
                    (B) the financial, operational, and other 
                risks of the company or such subsidiary that 
                may pose a threat to the safety and soundness 
                of such company or subsidiary or to the 
                financial stability of the United States;
                    (C) the systems for monitoring and 
                controlling such risks; and
                    (D) compliance by the company or such 
                subsidiary with the requirements of this title.
            (2) Use of examination reports and information.--
        For purposes of this subsection, the Board of Governors 
        shall, to the fullest extent possible, rely on reports 
        of examination of any subsidiary depository institution 
        or functionally regulated subsidiary made by the 
        primary financial regulatory agency for that 
        subsidiary, and on information described in subsection 
        (a)(2).
    (c) Coordination With Primary Financial Regulatory 
Agency.--The Board of Governors shall--
            (1) provide reasonable notice to, and consult with, 
        the primary financial regulatory agency for any 
        subsidiary before requiring a report or commencing an 
        examination of such subsidiary under this section; and
            (2) avoid duplication of examination activities, 
        reporting requirements, and requests for information, 
        to the fullest extent possible.

SEC. 162. ENFORCEMENT.

    (a) In General.--Except as provided in subsection (b), a 
nonbank financial company supervised by the Board of Governors 
and any subsidiaries of such company (other than any depository 
institution subsidiary) shall be subject to the provisions of 
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 company 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 determines 
        that a condition, practice, or activity of a depository 
        institution subsidiary or functionally regulated 
        subsidiary of a nonbank financial company supervised by 
        the Board of Governors does not comply with the 
        regulations or orders prescribed by the Board of 
        Governors under this Act, or otherwise poses a threat 
        to the financial stability of the United States, the 
        Board of Governors may recommend, in writing, to the 
        primary financial regulatory agency for the subsidiary 
        that such agency initiate a supervisory action or 
        enforcement proceeding. The recommendation shall be 
        accompanied by a written explanation of the concerns 
        giving rise to the recommendation.
            (2) Back-up authority of the board of governors.--
        If, during the 60-day period beginning on the date on 
        which the primary financial regulatory agency receives 
        a recommendation under paragraph (1), the primary 
        financial regulatory agency does not take supervisory 
        or enforcement action against a subsidiary that is 
        acceptable to the Board of Governors, the Board of 
        Governors (upon a vote of its members) may take the 
        recommended supervisory or enforcement action, as if 
        the subsidiary were a bank holding company subject to 
        supervision by the Board of Governors.

SEC. 163. ACQUISITIONS.

    (a) Acquisitions of Banks; Treatment as a Bank Holding 
Company.--For purposes of section 3 of the Bank Holding Company 
Act of 1956 (12 U.S.C. 1842), a nonbank financial company 
supervised by the Board of Governors shall be deemed to be, and 
shall be treated as, a bank holding company.
    (b) Acquisition of Nonbank Companies.--
            (1) Prior notice for large acquisitions.--
        Notwithstanding section 4(k)(6)(B) of the Bank Holding 
        Company Act of 1956 (12 U.S.C. 1843(k)(6)(B)), a bank 
        holding company with total consolidated assets equal to 
        or greater than $50,000,000,000 or a nonbank financial 
        company supervised by the Board of Governors shall not 
        acquire direct or indirect ownership or control of any 
        voting shares of any company (other than an insured 
        depository institution) that is engaged in activities 
        described in section 4(k) of the Bank Holding Company 
        Act of 1956 having total consolidated assets of 
        $10,000,000,000 or more, without providing written 
        notice to the Board of Governors in advance of the 
        transaction.
            (2) Exemptions.--The prior notice requirement in 
        paragraph (1) shall not apply with regard to the 
        acquisition of shares that would qualify for the 
        exemptions in section 4(c) or section 4(k)(4)(E) of the 
        Bank Holding Company Act of 1956 (12 U.S.C. 1843(c) and 
        (k)(4)(E)).
            (3) Notice procedures.--The notice procedures set 
        forth in section 4(j)(1) of the Bank Holding Company 
        Act of 1956 (12 U.S.C. 1843(j)(1)), without regard to 
        section 4(j)(3) of that Act, shall apply to an 
        acquisition of any company (other than an insured 
        depository institution) by a bank holding company with 
        total consolidated assets equal to or greater than 
        $50,000,000,000 or a nonbank financial company 
        supervised by the Board of Governors, as described in 
        paragraph (1), including any such company engaged in 
        activities described in section 4(k) of that Act.
            (4) Standards for review.--In addition to the 
        standards provided in section 4(j)(2) of the Bank 
        Holding Company Act of 1956 (12 U.S.C. 1843(j)(2)), the 
        Board of Governors shall consider the extent to which 
        the proposed acquisition would result in greater or 
        more concentrated risks to global or United States 
        financial stability or the United States economy.
            (5) Hart-Scott-Rodino filing requirement.--Solely 
        for purposes of section 7A(c)(8) of the Clayton Act (15 
        U.S.C. 18a(c)(8)), the transactions subject to the 
        requirements of paragraph (1) shall be treated as if 
        Board of Governors approval is not required.

SEC. 164. PROHIBITION AGAINST MANAGEMENT INTERLOCKS BETWEEN CERTAIN 
                    FINANCIAL COMPANIES.

    A nonbank financial company supervised by the Board of 
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 in section 
7 of that Act (12 U.S.C. 3207) to permit service by a 
management official of a nonbank financial company supervised 
by the Board of Governors as a management official of any bank 
holding company with total consolidated assets equal to or 
greater than $50,000,000,000, or other nonaffiliated nonbank 
financial company supervised by the Board of Governors (other 
than to provide a temporary exemption for interlocks resulting 
from a merger, acquisition, or consolidation).

SEC. 165. ENHANCED SUPERVISION AND PRUDENTIAL STANDARDS FOR NONBANK 
                    FINANCIAL COMPANIES SUPERVISED BY THE BOARD OF 
                    GOVERNORS AND CERTAIN BANK HOLDING COMPANIES.

    (a) In General.--
            (1) Purpose.--In order to prevent or mitigate risks 
        to the financial stability of the United States that 
        could arise from the material financial distress or 
        failure, or ongoing activities, of large, 
        interconnected financial institutions, the Board of 
        Governors shall, on its own or pursuant to 
        recommendations by the Council under section 115, 
        establish prudential standards for nonbank financial 
        companies supervised by the Board of Governors and bank 
        holding companies with total consolidated assets equal 
        to or greater than $50,000,000,000 that--
                    (A) are more stringent than the standards 
                and requirements applicable to nonbank 
                financial companies and bank holding companies 
                that do not present similar risks to the 
                financial stability of the United States; and
                    (B) increase in stringency, based on the 
                considerations identified in subsection (b)(3).
            (2) Tailored application.--
                    (A) In general.--In prescribing more 
                stringent prudential standards under this 
                section, the Board of Governors may, on its own 
                or pursuant to a recommendation by the Council 
                in accordance with section 115, differentiate 
                among companies on an individual basis or by 
                category, taking into consideration their 
                capital structure, riskiness, complexity, 
                financial activities (including the financial 
                activities of their subsidiaries), size, and 
                any other risk-related factors that the Board 
                of Governors deems appropriate.
                    (B) Adjustment of threshold for application 
                of certain standards.--The Board of Governors 
                may, pursuant to a recommendation by the 
                Council in accordance with section 115, 
                establish an asset threshold above 
                $50,000,000,000 for the application of any 
                standard established under subsections (c) 
                through (g).
    (b) Development of Prudential Standards.--
            (1) In general.--
                    (A) Required standards.--The Board of 
                Governors shall establish prudential standards 
                for nonbank financial companies supervised by 
                the Board of Governors and bank holding 
                companies described in subsection (a), that 
                shall include--
                            (i) risk-based capital requirements 
                        and leverage limits, unless the Board 
                        of Governors, in consultation with the 
                        Council, determines that such 
                        requirements are not appropriate for a 
                        company subject to more stringent 
                        prudential standards because of the 
                        activities of such company (such as 
                        investment company activities or assets 
                        under management) or structure, in 
                        which case, the Board of Governors 
                        shall apply other standards that result 
                        in similarly stringent risk controls;
                            (ii) liquidity requirements;
                            (iii) overall risk management 
                        requirements;
                            (iv) resolution plan and credit 
                        exposure report requirements; and
                            (v) concentration limits.
                    (B) Additional standards authorized.--The 
                Board of Governors may establish additional 
                prudential standards for nonbank financial 
                companies supervised by the Board of Governors 
                and bank holding companies described in 
                subsection (a), that include--
                            (i) a contingent capital 
                        requirement;
                            (ii) enhanced public disclosures;
                            (iii) short-term debt limits; and
                            (iv) such other prudential 
                        standards as the Board or Governors, on 
                        its own or pursuant to a recommendation 
                        made by the Council in accordance with 
                        section 115, determines are 
                        appropriate.
            (2) Standards for foreign financial companies.--In 
        applying the standards set forth in paragraph (1) to 
        any foreign nonbank financial company supervised by the 
        Board of Governors or foreign-based bank holding 
        company, the Board of Governors shall--
                    (A) give due regard to the principle of 
                national treatment and equality of competitive 
                opportunity; and
                    (B) take into account the extent to which 
                the foreign financial company is subject on a 
                consolidated basis to home country standards 
                that are comparable to those applied to 
                financial companies in the United States.
            (3) Considerations.--In prescribing prudential 
        standards under paragraph (1), the Board of Governors 
        shall--
                    (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 
                        insured depository institution;
                            (iii) nonfinancial activities and 
                        affiliations of the company; and
                            (iv) any other risk-related factors 
                        that the Board of Governors determines 
                        appropriate;
                    (B) to the extent possible, ensure that 
                small changes in the factors listed in 
                subsections (a) and (b) of section 113 would 
                not result in sharp, discontinuous changes in 
                the prudential standards established under 
                paragraph (1) of this subsection;
                    (C) take into account any recommendations 
                of the Council under section 115; and
                    (D) adapt the required standards as 
                appropriate in light of any predominant line of 
                business of such company, including assets 
                under management or other activities for which 
                particular standards may not be appropriate.
            (4) Consultation.--Before imposing prudential 
        standards or any other requirements pursuant to this 
        section, including notices of deficiencies in 
        resolution plans and more stringent requirements or 
        divestiture orders resulting from such notices, that 
        are likely to have a significant impact on a 
        functionally regulated subsidiary or depository 
        institution subsidiary of a nonbank financial company 
        supervised by the Board of Governors or a bank holding 
        company described in subsection (a), the Board of 
        Governors shall consult with each Council member that 
        primarily supervises any such subsidiary with respect 
        to any such standard or requirement.
            (5) Report.--The Board of Governors shall submit an 
        annual report to Congress regarding the implementation 
        of the prudential standards required pursuant to 
        paragraph (1), including the use of such standards to 
        mitigate risks to the financial stability of the United 
        States.
    (c) Contingent Capital.--
            (1) In general.--Subsequent to submission by the 
        Council of a report to Congress under section 115(c), 
        the Board of Governors may issue regulations that 
        require each nonbank financial company supervised by 
        the Board of Governors and bank holding companies 
        described in subsection (a) to maintain a minimum 
        amount of contingent capital that is convertible to 
        equity in times of financial stress.
            (2) Factors to consider.--In issuing regulations 
        under this subsection, the Board of Governors shall 
        consider--
                    (A) the results of the study undertaken by 
                the Council, and any recommendations of the 
                Council, under section 115(c);
                    (B) an appropriate transition period for 
                implementation of contingent capital under this 
                subsection;
                    (C) the factors described in subsection 
                (b)(3)(A);
                    (D) capital requirements applicable to the 
                nonbank financial company supervised by the 
                Board of Governors or a bank holding company 
                described in subsection (a), and subsidiaries 
                thereof; and
                    (E) any other factor that the Board of 
                Governors deems appropriate.
    (d) Resolution Plan and Credit Exposure Reports.--
            (1) Resolution plan.--The Board of Governors shall 
        require each nonbank financial company supervised by 
        the Board of Governors and bank holding companies 
        described in subsection (a) to report periodically to 
        the Board of Governors, the Council, and the 
        Corporation the plan of such company for rapid and 
        orderly resolution in the event of material financial 
        distress or failure, which shall include--
                    (A) information regarding the manner and 
                extent to which any insured depository 
                institution affiliated with the company is 
                adequately protected from risks arising from 
                the activities of any nonbank subsidiaries of 
                the company;
                    (B) full descriptions of the ownership 
                structure, assets, liabilities, and contractual 
                obligations of the company;
                    (C) identification of the cross-guarantees 
                tied to different securities, identification of 
                major counterparties, and a process for 
                determining to whom the collateral of the 
                company is pledged; and
                    (D) any other information that the Board of 
                Governors and the Corporation jointly require 
                by rule or order.
            (2) Credit exposure report.--The Board of Governors 
        shall require each nonbank financial company supervised 
        by the Board of Governors and bank holding companies 
        described in subsection (a) to report periodically to 
        the Board of Governors, the Council, and the 
        Corporation on--
                    (A) the nature and extent to which the 
                company has credit exposure to other 
                significant nonbank financial companies and 
                significant bank holding companies; and
                    (B) the nature and extent to which other 
                significant nonbank financial companies and 
                significant bank holding companies have credit 
                exposure to that company.
            (3) Review.--The Board of Governors and the 
        Corporation shall review the information provided in 
        accordance with this subsection by each nonbank 
        financial company supervised by the Board of Governors 
        and bank holding company described in subsection (a).
            (4) Notice of deficiencies.--If the Board of 
        Governors and the Corporation jointly determine, based 
        on their review under paragraph (3), that the 
        resolution plan of a nonbank financial company 
        supervised by the Board of Governors or a bank holding 
        company described in subsection (a) is not credible or 
        would not facilitate an orderly resolution of the 
        company under title 11, United States Code--
                    (A) the Board of Governors and the 
                Corporation shall notify the company of the 
                deficiencies in the resolution plan; and
                    (B) the company shall resubmit the 
                resolution plan within a timeframe determined 
                by the Board of Governors and the Corporation, 
                with revisions demonstrating that the plan is 
                credible and would result in an orderly 
                resolution under title 11, United States Code, 
                including any proposed changes in business 
                operations and corporate structure to 
                facilitate implementation of the plan.
            (5) Failure to resubmit credible plan.--
                    (A) In general.--If a nonbank financial 
                company supervised by the Board of Governors or 
                a bank holding company described in subsection 
                (a) fails to timely resubmit the resolution 
                plan as required under paragraph (4), with such 
                revisions as are required under subparagraph 
                (B), the Board of Governors and the Corporation 
                may jointly impose more stringent capital, 
                leverage, or liquidity requirements, or 
                restrictions on the growth, activities, or 
                operations of the company, or any subsidiary 
                thereof, until such time as the company 
                resubmits a plan that remedies the 
                deficiencies.
                    (B) Divestiture.--The Board of Governors 
                and the Corporation, in consultation with the 
                Council, may jointly direct a nonbank financial 
                company supervised by the Board of Governors or 
                a bank holding company described in subsection 
                (a), by order, to divest certain assets or 
                operations identified by the Board of Governors 
                and the Corporation, to facilitate an orderly 
                resolution of such company under title 11, 
                United States Code, in the event of the failure 
                of such company, in any case in which--
                            (i) the Board of Governors and the 
                        Corporation have jointly imposed more 
                        stringent requirements on the company 
                        pursuant to subparagraph (A); and
                            (ii) the company has failed, within 
                        the 2-year period beginning on the date 
                        of the imposition of such requirements 
                        under subparagraph (A), to resubmit the 
                        resolution plan with such revisions as 
                        were required under paragraph (4)(B).
            (6) No limiting effect.--A resolution plan 
        submitted in accordance with this subsection shall not 
        be binding on a bankruptcy court, a receiver appointed 
        under title II, or any other authority that is 
        authorized or required to resolve the nonbank financial 
        company supervised by the Board, any bank holding 
        company, or any subsidiary or affiliate of the 
        foregoing.
            (7) No private right of action.--No private right 
        of action may be based on any resolution plan submitted 
        in accordance with this subsection.
            (8) 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 
        implementing this subsection.
    (e) Concentration Limits.--
            (1) Standards.--In order to limit the risks that 
        the failure of any individual company could pose to a 
        nonbank financial company supervised by the Board of 
        Governors or a bank holding company described in 
        subsection (a), the Board of 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 financial company 
        supervised by the Board of Governors and bank holding 
        company described in subsection (a) from having credit 
        exposure to any unaffiliated company that exceeds 25 
        percent of the capital stock and surplus (or such lower 
        amount as the Board of Governors may determine by 
        regulation to be necessary to mitigate risks to the 
        financial stability of the United States) of the 
        company.
            (3) Credit exposure.--For purposes of paragraph 
        (2), ``credit exposure'' to a company means--
                    (A) all extensions of credit to the 
                company, including loans, deposits, and lines 
                of credit;
                    (B) all repurchase agreements and reverse 
                repurchase agreements with the company, and all 
                securities borrowing and lending transactions 
                with the company, to the extent that such 
                transactions create credit exposure for the 
                nonbank financial company supervised by the 
                Board of Governors or a bank holding company 
                described in subsection (a);
                    (C) all guarantees, acceptances, or letters 
                of credit (including endorsement or standby 
                letters of credit) issued on behalf of the 
                company;
                    (D) all purchases of or investment in 
                securities issued by the company;
                    (E) counterparty credit exposure to the 
                company in connection with a derivative 
                transaction between the nonbank financial 
                company supervised by the Board of Governors or 
                a bank holding company described in subsection 
                (a) and the company; and
                    (F) 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 company.
            (5) Rulemaking.--The Board of Governors may issue 
        such regulations and orders, including definitions 
        consistent with this section, as may be necessary to 
        administer and carry out this subsection.
            (6) Exemptions.--This subsection shall not apply to 
        any Federal home loan bank. The Board of Governors may, 
        by regulation or order, exempt transactions, in whole 
        or in part, from the definition of the term ``credit 
        exposure'' for purposes of this subsection, if the 
        Board of Governors finds that the exemption is in the 
        public interest and is consistent with the purpose of 
        this subsection.
            (7) Transition period.--
                    (A) In general.--This subsection and any 
                regulations and orders of the Board of 
                Governors under this subsection shall not be 
                effective until 3 years after the date of 
                enactment of this Act.
                    (B) Extension authorized.--The Board of 
                Governors may extend the period specified in 
                subparagraph (A) for not longer than an 
                additional 2 years.
    (f) Enhanced Public Disclosures.--The Board of Governors 
may prescribe, by regulation, periodic public disclosures by 
nonbank financial companies supervised by the Board of 
Governors and bank holding companies described in subsection 
(a) in order to support market evaluation of the risk profile, 
capital adequacy, and risk management capabilities thereof.
    (g) Short-term Debt Limits.--
            (1) In general.--In order to mitigate the risks 
        that an over-accumulation of short-term debt could pose 
        to financial companies and to the stability of the 
        United States financial system, the Board of Governors 
        may, by regulation, prescribe a limit on the amount of 
        short-term debt, including off-balance sheet exposures, 
        that may be accumulated by any bank holding company 
        described in subsection (a) and any nonbank financial 
        company supervised by the Board of Governors.
            (2) Basis of limit.--Any limit prescribed under 
        paragraph (1) shall be based on the short-term debt of 
        the company described in paragraph (1) as a percentage 
        of capital stock and surplus of the company or on such 
        other measure as the Board of Governors considers 
        appropriate.
            (3) Short-term debt defined.--For purposes of this 
        subsection, the term ``short-term debt'' means such 
        liabilities with short-dated maturity that the Board of 
        Governors identifies, by regulation, except that such 
        term does not include insured deposits.
            (4) Rulemaking authority.--In addition to 
        prescribing regulations under paragraphs (1) and (3), 
        the Board of Governors may prescribe such regulations, 
        including definitions consistent with this subsection, 
        and issue such orders, as may be necessary to carry out 
        this subsection.
            (5) Authority to issue exemptions and 
        adjustments.--Notwithstanding the Bank Holding Company 
        Act of 1956 (12 U.S.C. 1841 et seq.), the Board of 
        Governors may, if it determines such action is 
        necessary to ensure appropriate heightened prudential 
        supervision, with respect to a company described in 
        paragraph (1) that does not control an insured 
        depository institution, issue to such company an 
        exemption from or adjustment to the limit prescribed 
        under paragraph (1).
    (h) Risk Committee.--
            (1) Nonbank financial companies supervised by the 
        board of governors.--The Board of Governors shall 
        require each nonbank financial company supervised by 
        the Board of Governors that is a publicly traded 
        company to establish a risk committee, as set forth in 
        paragraph (3), not later than 1 year after the date of 
        receipt of a notice of final determination under 
        section 113(e)(3) with respect to such nonbank 
        financial company supervised by the Board of Governors.
            (2) Certain bank holding companies.--
                    (A) Mandatory regulations.--The Board of 
                Governors shall issue regulations requiring 
                each bank holding company that is a publicly 
                traded company and that has total consolidated 
                assets of not less than $10,000,000,000 to 
                establish a risk committee, as set forth in 
                paragraph (3).
                    (B) Permissive regulations.--The Board of 
                Governors may require each bank holding company 
                that is a publicly traded company and that has 
                total consolidated assets of less than 
                $10,000,000,000 to establish a risk committee, 
                as set forth in paragraph (3), as determined 
                necessary or appropriate by the Board of 
                Governors to promote sound risk management 
                practices.
            (3) Risk committee.--A risk committee required by 
        this subsection shall--
                    (A) be responsible for the oversight of the 
                enterprise-wide risk management practices of 
                the nonbank financial company supervised by the 
                Board of Governors or bank holding company 
                described in subsection (a), as applicable;
                    (B) include such number of independent 
                directors as the Board of Governors may 
                determine appropriate, based on the nature of 
                operations, size of assets, and other 
                appropriate criteria related to the nonbank 
                financial company supervised by the Board of 
                Governors or a bank holding company described 
                in subsection (a), as applicable; and
                    (C) include at least 1 risk management 
                expert having experience in identifying, 
                assessing, and managing risk exposures of 
                large, complex firms.
            (4) Rulemaking.--The Board of Governors shall issue 
        final rules to carry out this subsection, not later 
        than 1 year after the transfer date, to take effect not 
        later than 15 months after the transfer date.
    (i) Stress Tests.--
            (1) By the board of governors.--
                    (A) Annual tests required.--The Board of 
                Governors, in coordination with the appropriate 
                primary financial regulatory agencies and the 
                Federal Insurance Office, shall conduct annual 
                analyses in which nonbank financial companies 
                supervised by the Board of Governors and bank 
                holding companies described in subsection (a) 
                are subject to evaluation of whether such 
                companies have the capital, on a total 
                consolidated basis, necessary to absorb losses 
                as a result of adverse economic conditions.
                    (B) Test parameters and consequences.--The 
                Board of Governors--
                            (i) shall provide for at least 3 
                        different sets of conditions under 
                        which the evaluation required by this 
                        subsection shall be conducted, 
                        including baseline, adverse, and 
                        severely adverse;
                            (ii) may require the tests 
                        described in subparagraph (A) at bank 
                        holding companies and nonbank financial 
                        companies, in addition to those for 
                        which annual tests are required under 
                        subparagraph (A);
                            (iii) may develop and apply such 
                        other analytic techniques as are 
                        necessary to identify, measure, and 
                        monitor risks to the financial 
                        stability of the United States;
                            (iv) shall require the companies 
                        described in subparagraph (A) to update 
                        their resolution plans required under 
                        subsection (d)(1), as the Board of 
                        Governors determines appropriate, based 
                        on the results of the analyses; and
                            (v) shall publish a summary of the 
                        results of the tests required under 
                        subparagraph (A) or clause (ii) of this 
                        subparagraph.
            (2) By the company.--
                    (A) Requirement.--A nonbank financial 
                company supervised by the Board of Governors 
                and a bank holding company described in 
                subsection (a) shall conduct semiannual stress 
                tests. All other financial companies that have 
                total consolidated assets of more than 
                $10,000,000,000 and are regulated by a primary 
                Federal financial regulatory agency shall 
                conduct annual stress tests. The tests required 
                under this subparagraph shall be conducted in 
                accordance with the regulations prescribed 
                under subparagraph (C).
                    (B) Report.--A company required to conduct 
                stress tests under subparagraph (A) shall 
                submit a report to the Board of Governors and 
                to its primary financial regulatory agency at 
                such time, in such form, and containing such 
                information as the primary financial regulatory 
                agency shall require.
                    (C) Regulations.--Each Federal primary 
                financial regulatory agency, in coordination 
                with the Board of Governors and the Federal 
                Insurance Office, shall issue consistent and 
                comparable regulations to implement this 
                paragraph that shall--
                            (i) define the term ``stress test'' 
                        for purposes of this paragraph;
                            (ii) establish methodologies for 
                        the conduct of stress tests required by 
                        this paragraph that shall provide for 
                        at least 3 different sets of 
                        conditions, including baseline, 
                        adverse, and severely adverse;
                            (iii) establish the form and 
                        content of the report required by 
                        subparagraph (B); and
                            (iv) require companies subject to 
                        this paragraph to publish a summary of 
                        the results of the required stress 
                        tests.
    (j) Leverage Limitation.--
            (1) Requirement.--The Board of Governors shall 
        require a bank holding company with total consolidated 
        assets equal to or greater than $50,000,000,000 or a 
        nonbank financial company supervised by the Board of 
        Governors to maintain a debt to equity ratio of no more 
        than 15 to 1, upon a determination by the Council that 
        such company poses a grave threat to the financial 
        stability of the United States and that the imposition 
        of such requirement is necessary to mitigate the risk 
        that such company poses to the financial stability of 
        the United States. Nothing in this paragraph shall 
        apply to a Federal home loan bank.
            (2) Considerations.--In making a determination 
        under this subsection, the Council shall consider the 
        factors described in subsections (a) and (b) of section 
        113 and any other risk-related factors that the Council 
        deems appropriate.
            (3) Regulations.--The Board of Governors shall 
        promulgate regulations to establish procedures and 
        timelines for complying with the requirements of this 
        subsection.
    (k) Inclusion of Off-balance-sheet Activities in Computing 
Capital Requirements.--
            (1) In general.--In the case of any bank holding 
        company described in subsection (a) or nonbank 
        financial company supervised by the Board of Governors, 
        the computation of capital for purposes of meeting 
        capital requirements shall take into account any off-
        balance-sheet activities of the company.
            (2) Exemptions.--If the Board of Governors 
        determines that an exemption from the requirement under 
        paragraph (1) is appropriate, the Board of Governors 
        may exempt a company, or any transaction or 
        transactions engaged in by such company, from the 
        requirements of paragraph (1).
            (3) Off-balance-sheet activities defined.--For 
        purposes of this subsection, the term ``off-balance-
        sheet activities'' means an existing liability of a 
        company that is not currently a balance sheet 
        liability, but may become one upon the happening of 
        some future event, including the following 
        transactions, to the extent that they may create a 
        liability:
                    (A) Direct credit substitutes in which a 
                bank substitutes its own credit for a third 
                party, including standby letters of credit.
                    (B) Irrevocable letters of credit that 
                guarantee repayment of commercial paper or tax-
                exempt securities.
                    (C) Risk participations in bankers' 
                acceptances.
                    (D) Sale and repurchase agreements.
                    (E) Asset sales with recourse against the 
                seller.
                    (F) Interest rate swaps.
                    (G) Credit swaps.
                    (H) Commodities contracts.
                    (I) Forward contracts.
                    (J) Securities contracts.
                    (K) Such other activities or transactions 
                as the Board of Governors may, by rule, define.

SEC. 166. EARLY REMEDIATION REQUIREMENTS.

    (a) In General.--The Board of Governors, in consultation 
with the Council and the Corporation, shall prescribe 
regulations establishing requirements to provide for the early 
remediation of financial distress of a nonbank financial 
company supervised by the Board of Governors or a bank holding 
company described in section 165(a), except that nothing in 
this subsection authorizes the provision of financial 
assistance from the Federal Government.
    (b) Purpose of the Early Remediation Requirements.--The 
purpose of the early remediation requirements under subsection 
(a) shall be to establish a series of specific remedial actions 
to be taken by a nonbank financial company supervised by the 
Board of Governors or a bank holding company described in 
section 165(a) that is experiencing increasing financial 
distress, in order to minimize the probability that the company 
will become insolvent and the potential harm of such insolvency 
to the financial stability of the United States.
    (c) Remediation Requirements.--The regulations prescribed 
by the Board of Governors under subsection (a) shall--
            (1) define measures of the financial condition of 
        the company, including regulatory capital, liquidity 
        measures, and other forward-looking indicators; and
            (2) establish requirements that increase in 
        stringency as the financial condition of the company 
        declines, including--
                    (A) requirements in the initial stages of 
                financial decline, including limits on capital 
                distributions, acquisitions, and asset growth; 
                and
                    (B) requirements at later stages of 
                financial decline, including a capital 
                restoration plan and capital-raising 
                requirements, limits on transactions with 
                affiliates, management changes, and asset 
                sales.

SEC. 167. AFFILIATIONS.

    (a) Affiliations.--Nothing in this subtitle shall be 
construed to require a nonbank financial company supervised by 
the Board of Governors, or a company that controls a nonbank 
financial company supervised by the Board of Governors, to 
conform the activities thereof to the requirements of section 4 
of the Bank Holding Company Act of 1956 (12 U.S.C. 1843).
    (b) Requirement.--
            (1) In general.--
                    (A) Board authority.--If a nonbank 
                financial company supervised by the Board of 
                Governors conducts activities other than those 
                that are determined to be financial in nature 
                or incidental thereto under section 4(k) of the 
                Bank Holding Company Act of 1956, the Board of 
                Governors may require such company to establish 
                and conduct all or a portion of such activities 
                that are determined to be financial in nature 
                or incidental thereto in or through an 
                intermediate holding company established 
                pursuant to regulation of the Board of 
                Governors, not later than 90 days (or such 
                longer period as the Board of Governors may 
                deem appropriate) after the date on which the 
                nonbank financial company supervised by the 
                Board of Governors is notified of the 
                determination of the Board of Governors under 
                this section.
                    (B) Necessary actions.--Notwithstanding 
                subparagraph (A), the Board of Governors shall 
                require a nonbank financial company supervised 
                by the Board of Governors to establish an 
                intermediate holding company if the Board of 
                Governors makes a determination that the 
                establishment of such intermediate holding 
                company is necessary to--
                            (i) appropriately supervise 
                        activities that are determined to be 
                        financial in nature or incidental 
                        thereto; or
                            (ii) to ensure that supervision by 
                        the Board of Governors does not extend 
                        to the commercial activities of such 
                        nonbank financial company.
            (2) Internal financial activities.--For purposes of 
        this subsection, activities that are determined to be 
        financial in nature or incidental thereto under section 
        4(k) of the Bank Holding Company Act of 1956, as 
        described in paragraph (1), shall not include internal 
        financial activities, including internal treasury, 
        investment, and employee benefit functions. With 
        respect to any internal financial activity engaged in 
        for the company or an affiliate and a non-affiliate of 
        such company during the year prior to the date of 
        enactment of this Act, such company (or an affiliate 
        that is not an intermediate holding company or 
        subsidiary of an intermediate holding company) may 
        continue to engage in such activity, as long as not 
        less than 2/3 of the assets or 2/3 of the revenues 
        generated from the activity are from or attributable to 
        such company or an affiliate, subject to review by the 
        Board of Governors, to determine whether engaging in 
        such activity presents undue risk to such company or to 
        the financial stability of the United States.
            (3) Source of strength.--A company that directly or 
        indirectly controls an intermediate holding company 
        established under this section shall serve as a source 
        of strength to its subsidiary intermediate holding 
        company.
            (4) Parent company reports.--The Board of Governors 
        may, from time to time, require reports under oath from 
        a company that controls an intermediate holding 
        company, and from the appropriate officers or directors 
        of such company, solely for purposes of ensuring 
        compliance with the provisions of this section, 
        including assessing the ability of the company to serve 
        as a source of strength to its subsidiary intermediate 
        holding company pursuant to paragraph (3) and enforcing 
        such compliance.
            (5) Limited parent company enforcement.--
                    (A) In general.--In addition to any other 
                authority of the Board of Governors, the Board 
                of Governors may enforce compliance with the 
                provisions of this subsection that are 
                applicable to any company described in 
                paragraph (1) that controls an intermediate 
                holding company under section 8 of the Federal 
                Deposit Insurance Act, and such company shall 
                be subject to such section (solely for such 
                purposes) in the same manner and to the same 
                extent as if such company were a bank holding 
                company.
                    (B) Application of other act.--Any 
                violation of this subsection by any company 
                that controls an intermediate holding company 
                may also be treated as a violation of the 
                Federal Deposit Insurance Act for purposes of 
                subparagraph (A).
                    (C) No effect on other authority.--No 
                provision of this paragraph shall be construed 
                as limiting any authority of the Board of 
                Governors or any other Federal agency under any 
                other provision of law.
    (c) Regulations.--The Board of Governors--
            (1) shall promulgate regulations to establish the 
        criteria for determining whether to require a nonbank 
        financial company supervised by the Board of Governors 
        to establish an intermediate holding company under 
        subsection (b); and
            (2) may promulgate regulations to establish any 
        restrictions or limitations on transactions between an 
        intermediate holding company or a nonbank financial 
        company supervised by the Board of Governors and its 
        affiliates, as necessary to prevent unsafe and unsound 
        practices in connection with transactions between such 
        company, or any subsidiary thereof, and its parent 
        company or affiliates that are not subsidiaries of such 
        company, except that such regulations shall not 
        restrict or limit any transaction in connection with 
        the bona fide acquisition or lease by an unaffiliated 
        person of assets, goods, or services.

SEC. 168. REGULATIONS.

    The Board of Governors shall have authority to issue 
regulations to implement subtitles A and C and the amendments 
made thereunder. Except as otherwise specified in subtitle A or 
C, not later than 18 months after the effective date of this 
Act, the Board of Governors shall issue final regulations to 
implement subtitles A and C, and the amendments made 
thereunder.

SEC. 169. AVOIDING DUPLICATION.

    The Board of Governors shall take any action that the Board 
of Governors deems appropriate to avoid imposing requirements 
under this subtitle that are duplicative of requirements 
applicable to bank holding companies and nonbank financial 
companies under other provisions of law.

SEC. 170. SAFE HARBOR.

    (a) Regulations.--The Board of Governors shall promulgate 
regulations on behalf of, and in consultation with, the Council 
setting forth the criteria for exempting certain types or 
classes of U.S. nonbank financial companies or foreign nonbank 
financial companies from supervision by the Board of Governors.
    (b) Considerations.--In developing the criteria under 
subsection (a), the Board of Governors shall take into account 
the factors for consideration described in subsections (a) and 
(b) of section 113 in determining whether a U.S. nonbank 
financial company or foreign nonbank financial company shall be 
supervised by the Board of Governors.
    (c) Rule of Construction.--Nothing in this section shall be 
construed to require supervision by the Board of Governors of a 
U.S. nonbank financial company or foreign nonbank financial 
company, if such company does not meet the criteria for 
exemption established under subsection (a).
    (d) Revisions.--
            (1) In general.--The Board of Governors shall, in 
        consultation with the Council, review the regulations 
        promulgated under subsection (a), not less frequently 
        than every 5 years, and based upon the review, the 
        Board of Governors may revise such regulations on 
        behalf of, and in consultation with, the Council to 
        update as necessary the criteria set forth in such 
        regulations.
            (2) Transition period.--No revisions under 
        paragraph (1) shall take effect before the end of the 
        2-year period after the date of publication of such 
        revisions in final form.
    (e) Report.--The Chairman of the Board of Governors and the 
Chairperson of the Council shall submit a joint report to the 
Committee on Banking, Housing, and Urban Affairs of the Senate 
and the Committee on Financial Services of the House of 
Representatives not later than 30 days after the date of the 
issuance in final form of regulations under subsection (a), or 
any subsequent revision to such regulations under subsection 
(d), as applicable. Such report shall include, at a minimum, 
the rationale for exemption and empirical evidence to support 
the criteria for exemption.

SEC. 171. LEVERAGE AND RISK-BASED CAPITAL REQUIREMENTS.

    (a) Definitions.--For purposes of this section, the 
following definitions shall apply:
            (1) Generally applicable leverage capital 
        requirements.--The term ``generally applicable leverage 
        capital requirements'' means--
                    (A) the minimum ratios of tier 1 capital to 
                average total assets, as established by the 
                appropriate Federal banking agencies to apply 
                to insured depository institutions under the 
                prompt corrective action regulations 
                implementing section 38 of the Federal Deposit 
                Insurance Act, regardless of total consolidated 
                asset size or foreign financial exposure; and
                    (B) includes the regulatory capital 
                components in the numerator of that capital 
                requirement, average total assets in the 
                denominator of that capital requirement, and 
                the required ratio of the numerator to the 
                denominator.
            (2) Generally applicable risk-based capital 
        requirements.--The term ``generally applicable risk-
        based capital requirements'' means--
                    (A) the risk-based capital requirements, as 
                established by the appropriate Federal banking 
                agencies to apply to insured depository 
                institutions under the prompt corrective action 
                regulations implementing section 38 of the 
                Federal Deposit Insurance Act, regardless of 
                total consolidated asset size or foreign 
                financial exposure; and
                    (B) includes the regulatory capital 
                components in the numerator of those capital 
                requirements, the risk-weighted assets in the 
                denominator of those capital requirements, and 
                the required ratio of the numerator to the 
                denominator.
            (3) Definition of depository institution holding 
        company.--The term ``depository institution holding 
        company'' means a bank holding company or a savings and 
        loan holding company (as those terms are defined in 
        section 3 of the Federal Deposit Insurance Act) that is 
        organized in the United States, including any bank or 
        savings and loan holding company that is owned or 
        controlled by a foreign organization, but does not 
        include the foreign organization.
    (b) Minimum Capital Requirements.--
            (1) Minimum leverage capital requirements.--The 
        appropriate Federal banking agencies shall establish 
        minimum leverage capital requirements on a consolidated 
        basis for insured depository institutions, depository 
        institution holding companies, and nonbank financial 
        companies supervised by the Board of Governors. The 
        minimum leverage capital requirements established under 
        this paragraph shall not be less than the generally 
        applicable leverage capital requirements, which shall 
        serve as a floor for any capital requirements that the 
        agency may require, nor quantitatively lower than the 
        generally applicable leverage capital requirements that 
        were in
            (2) Minimum risk-based capital requirements.--The 
        appropriate Federal banking agencies shall establish 
        minimum risk-based capital requirements on a 
        consolidated basis for insured depository institutions, 
        depository institution holding companies, and nonbank 
        financial companies supervised by the Board of 
        Governors. The minimum risk-based capital requirements 
        established under this paragraph shall not be less than 
        the generally applicable risk-based capital 
        requirements, which shall serve as a floor for any 
        capital requirements that the agency may require, nor 
        quantitatively lower than the generally applicable 
        risk-based capital requirements that were in effect for 
        insured depository institutions as of the date of 
        enactment of this Act.
            (3) Investments in financial subsidiaries.--For 
        purposes of this section, investments in financial 
        subsidiaries that insured depository institutions are 
        required to deduct from regulatory capital under 
        section 5136A of the Revised Statutes of the United 
        States or section 46(a)(2) of the Federal Deposit 
        Insurance Act need not be deducted from regulatory 
        capital by depository institution holding companies or 
        nonbank financial companies supervised by the Board of 
        Governors, unless such capital deduction is required by 
        the Board of Governors or the primary financial 
        regulatory agency in the case of nonbank financial 
        companies supervised by the Board of Governors.
            (4) Effective dates and phase-in periods.--
                    (A) Debt or equity instruments on or after 
                may 19, 2010.--For debt or equity instruments 
                issued on or after May 19, 2010, by depository 
                institution holding companies or by nonbank 
                financial companies supervised by the Board of 
                Governors, this section shall be deemed to have 
                become effective as of May 19, 2010.
                    (B) Debt or equity instruments issued 
                before may 19, 2010.--For debt or equity 
                instruments issued before May 19, 2010, by 
                depository institution holding companies or by 
                nonbank financial companies supervised by the 
                Board of Governors, any regulatory capital 
                deductions required under this section shall be 
                phased in incrementally over a period of 3 
                years, with the phase-in period to begin on 
                January 1, 2013, except as set forth in 
                subparagraph (C).
                    (C) Debt or equity instruments of smaller 
                institutions.--For debt or equity instruments 
                issued before May 19, 2010, by depository 
                institution holding companies with total 
                consolidated assets of less than 
                $15,000,000,000 as of December 31, 2009, and by 
                organizations that were mutual holding 
                companies on May 19, 2010, the capital 
                deductions that would be required for other 
                institutions under this section are not 
                required as a result of this section.
                    (D) Depository institution holding 
                companies not previously supervised by the 
                board of governors.--For any depository 
                institution holding company that was not 
                supervised by the Board of Governors as of May 
                19, 2010, the requirements of this section, 
                except as set forth in subparagraphs (A) and 
                (B), shall be effective 5 years after the date 
                of enactment of this Act.
                    (E) Certain bank holding company 
                subsidiaries of foreign banking 
                organizations.--For bank holding company 
                subsidiaries of foreign banking organizations 
                that have relied on Supervision and Regulation 
                Letter SR-01-1 issued by the Board of Governors 
                (as in effect on May 19, 2010), the 
                requirements of this section, except as set 
                forth in subparagraph (A), shall be effective 5 
                years after the date of enactment of this Act.
            (5) Exceptions.--This section shall not apply to--
                    (A) debt or equity instruments issued to 
                the United States or any agency or 
                instrumentality thereof pursuant to the 
                Emergency Economic Stabilization Act of 2008, 
                and prior to October 4, 2010;
                    (B) any Federal home loan bank; or
                    (C) any small bank holding company that is 
                subject to the Small Bank Holding Company 
                Policy Statement of the Board of Governors, as 
                in effect on May 19, 2010.
            (6) Study and report on small institution access to 
        capital.--
                    (A) Study required.--The Comptroller 
                General of the United States, after 
                consultation with the Federal banking agencies, 
                shall conduct a study of access to capital by 
                smaller insured depository institutions.
                    (B) Scope.--For purposes of this study 
                required by subparagraph (A), the term 
                ``smaller insured depository institution'' 
                means an insured depository institution with 
                total consolidated assets of $5,000,000,000 or 
                less.
                    (C) Report to congress.--Not later than 18 
                months after the date of enactment of this Act, 
                the Comptroller General of the United States 
                shall submit to the Committee on Banking, 
                Housing, and Urban Affairs of the Senate and 
                the Committee on Financial Services of the 
                House of Representatives a report summarizing 
                the results of the study conducted under 
                subparagraph (A), together with any 
                recommendations for legislative or regulatory 
                action that would enhance the access to capital 
                of smaller insured depository institutions, in 
                a manner that is consistent with safe and sound 
                banking operations.
            (7) Capital requirements to address activities that 
        pose risks to the financial system.--
                    (A) In general.--Subject to the 
                recommendations of the Council, in accordance 
                with section 120, the Federal banking agencies 
                shall develop capital requirements applicable 
                to insured depository institutions, depository 
                institution holding companies, and nonbank 
                financial companies supervised by the Board of 
                Governors that address the risks that the 
                activities of such institutions pose, not only 
                to the institution engaging in the activity, 
                but to other public and private stakeholders in 
                the event of adverse performance, disruption, 
                or failure of the 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 
                        repurchase agreements;
                            (ii) concentrations in assets for 
                        which the values presented in financial 
                        reports are based on models rather than 
                        historical cost or prices deriving from 
                        deep and liquid 2-way markets; and
                            (iii) concentrations in market 
                        share for any activity that would 
                        substantially disrupt financial markets 
                        if the institution is forced to 
                        unexpectedly cease the activity.

SEC. 172. EXAMINATION AND ENFORCEMENT ACTIONS FOR INSURANCE AND ORDERLY 
                    LIQUIDATION PURPOSES.

    (a) Examinations for Insurance and Resolution Purposes.--
Section 10(b)(3) of the Federal Deposit Insurance Act (12 
U.S.C. 1820(b)(3)) is amended--
            (1) by striking ``In addition'' and inserting the 
        following:
                    ``(A) In general.--In addition''; and
            (2) by striking ``whenever the board of directors 
        determines'' and all that follows through the period 
        and inserting the following: ``or nonbank financial 
        company supervised by the Board of Governors or a bank 
        holding company described in section 165(a) of the 
        Financial Stability Act of 2010, whenever the Board of 
        Directors determines that a special examination of any 
        such depository institution is necessary to determine 
        the condition of such depository institution for 
        insurance purposes, or of such nonbank financial 
        company supervised by the Board of Governors or bank 
        holding company described in section 165(a) of the 
        Financial Stability Act of 2010, for the purpose of 
        implementing its authority to provide for orderly 
        liquidation of any such company under title II of that 
        Act, provided that such authority may not be used with 
        respect to any such company that is in a generally 
        sound condition.
                    ``(B) Limitation.--Before conducting a 
                special examination of a nonbank financial 
                company supervised by the Board of Governors or 
                a bank holding company described in section 
                165(a) of the Financial Stability Act of 2010, 
                the Corporation shall review any available and 
                acceptable resolution plan that the company has 
                submitted in accordance with section 165(d) of 
                that Act, consistent with the nonbinding effect 
                of such plan, and available reports of 
                examination, and shall coordinate to the 
                maximum extent practicable with the Board of 
                Governors, in order to minimize duplicative or 
                conflicting examinations.''.
    (b) Enforcement Authority.--Section 8(t) of the Federal 
Deposit Insurance Act (12 U.S.C. 1818(t)) is amended--
            (1) in paragraph (1), by inserting ``, any 
        depository institution holding company,'' before ``or 
        any institution-affiliated party'';
            (2) in paragraph (2)--
                    (A) by striking ``or'' at the end of 
                subparagraph (B);
                    (B) at the end of subparagraph (C), by 
                striking the period and inserting ``or''; and
                    (C) by inserting at the end the following 
                new subparagraph:
                    ``(D) the conduct or threatened conduct 
                (including any acts or omissions) of the 
                depository institution holding company poses a 
                risk to the Deposit Insurance Fund, provided 
                that such authority may not be used with 
                respect to a depository institution holding 
                company that is in generally sound condition 
                and whose conduct does not pose a foreseeable 
                and material risk of loss to the Deposit 
                Insurance Fund;''; and
            (3) by adding at the end the following:
            ``(6) Powers and duties with respect to depository 
        institution holding companies.--For purposes of 
        exercising the backup authority provided in this 
        subsection--
                    ``(A) the Corporation shall have the same 
                powers with respect to a depository institution 
                holding company and its affiliates as the 
                appropriate Federal banking agency has with 
                respect to the holding company and its 
                affiliates; and
                    ``(B) the holding company and its 
                affiliates shall have the same duties and 
                obligations with respect to the Corporation as 
                the holding company and its affiliates have 
                with respect to the appropriate Federal banking 
                agency.''.
    (c) Rule of Construction.--Nothing in this Act shall be 
construed to limit or curtail the Corporation's current 
authority to examine or bring enforcement actions with respect 
to any insured depository institution or institution-affiliated 
party.

SEC. 173. ACCESS TO UNITED STATES FINANCIAL MARKET BY FOREIGN 
                    INSTITUTIONS.

    (a) Establishment of Foreign Bank Offices in the United 
States.--Section 7(d)(3) of the International Banking Act of 
1978 (12 U.S.C. 3105(d)(3)) is amended--
            (1) in subparagraph (C), by striking ``and'' at the 
        end;
            (2) in subparagraph (D), by striking the period at 
        the end of and inserting ``; and''; and
            (3) by adding at the end the following new 
        subparagraph:
                    ``(E) for a foreign bank that presents a 
                risk to the stability of United States 
                financial system, whether the home country of 
                the foreign bank has adopted, or is making 
                demonstrable progress toward adopting, an 
                appropriate system of financial regulation for 
                the financial system of such home country to 
                mitigate such risk.''.
    (b) Termination of Foreign Bank Offices in the United 
States.--Section 7(e)(1) of the International Banking Act of 
1978 (12 U.S.C. 3105(e)(1)) is amended--
            (1) in subparagraph (A), by striking ``or'' at the 
        end;
            (2) in subparagraph (B), by striking the period at 
        the end of and inserting ``; or''; and
            (3) by inserting after subparagraph (B), the 
        following new subparagraph:
                    ``(C) for a foreign bank that presents a 
                risk to the stability of the United States 
                financial system, the home country of the 
                foreign bank has not adopted, or made 
                demonstrable progress toward adopting, an 
                appropriate system of financial regulation to 
                mitigate such risk.''.
    (c) Registration or Succession to a United States Broker or 
Dealer and Termination of Such Registration.--Section 15 of the 
Securities Exchange Act of 1934 (15 U.S.C. 78o) is amended by 
adding at the end the following new subsections:
    ``(k) Registration or Succession to a United States Broker 
or Dealer.--In determining whether to permit a foreign person 
or an affiliate of a foreign person to register as a United 
States broker or dealer, or succeed to the registration of a 
United States broker or dealer, the Commission may consider 
whether, for a foreign person, or an affiliate of a foreign 
person that presents a risk to the stability of the United 
States financial system, the home country of the foreign person 
has adopted, or made demonstrable progress toward adopting, an 
appropriate system of financial regulation to mitigate such 
risk.
    ``(l) Termination of a United States Broker or Dealer.--For 
a foreign person or an affiliate of a foreign person that 
presents such a risk to the stability of the United States 
financial system, the Commission may determine to terminate the 
registration of such foreign person or an affiliate of such 
foreign person as a broker or dealer in the United States, if 
the Commission determines that the home country of the foreign 
person has not adopted, or made demonstrable progress toward 
adopting, an appropriate system of financial regulation to 
mitigate such risk.''.

SEC. 174. STUDIES AND REPORTS ON HOLDING COMPANY CAPITAL REQUIREMENTS.

    (a) Study of Hybrid Capital Instruments.--The Comptroller 
General of the United States, in consultation with the Board of 
Governors, the Comptroller of the Currency, and the 
Corporation, shall conduct a study of the use of hybrid capital 
instruments as a component of Tier 1 capital for banking 
institutions and bank holding companies. The study shall 
consider--
            (1) the current use of hybrid capital instruments, 
        such as trust preferred shares, as a component of Tier 
        1 capital;
            (2) the differences between the components of 
        capital permitted for insured depository institutions 
        and those permitted for companies that control insured 
        depository institutions;
            (3) the benefits and risks of allowing such 
        instruments to be used to comply with Tier 1 capital 
        requirements;
            (4) the economic impact of prohibiting the use of 
        such capital instruments for Tier 1;
            (5) a review of the consequences of disqualifying 
        trust preferred instruments, and whether it could lead 
        to the failure or undercapitalization of existing 
        banking organizations;
            (6) the international competitive implications 
        prohibiting hybrid capital instruments for Tier 1;
            (7) the impact on the cost and availability of 
        credit in the United States from such a prohibition;
            (8) the availability of capital for financial 
        institutions with less than $10,000,000,000 in total 
        assets; and
            (9) any other relevant factors relating to the 
        safety and soundness of our financial system and 
        potential economic impact of such a prohibition.
    (b) Study of Foreign Bank Intermediate Holding Company 
Capital Requirements.--The Comptroller General of the United 
States, in consultation with the Secretary, the Board of 
Governors, the Comptroller of the Currency, and the 
Corporation, shall conduct a study of capital requirements 
applicable to United States intermediate holding companies of 
foreign banks that are bank holding companies or savings and 
loan holding companies. The study shall consider--
            (1) current Board of Governors policy regarding the 
        treatment of intermediate holding companies;
            (2) the principle of national treatment and 
        equality of competitive opportunity for foreign banks 
        operating in the United States;
            (3) the extent to which foreign banks are subject 
        on a consolidated basis to home country capital 
        standards comparable to United States capital 
        standards;
            (4) potential effects on United States banking 
        organizations operating abroad of changes to United 
        States policy regarding intermediate holding companies;
            (5) the impact on the cost and availability of 
        credit in the United States from a change in United 
        States policy regarding intermediate holding companies; 
        and
            (6) any other relevant factors relating to the 
        safety and soundness of our financial system and 
        potential economic impact of such a prohibition.
    (c) Report.--Not later than 18 months after the date of 
enactment of this Act, the Comptroller General of the United 
States shall submit reports to the Committee on Banking, 
Housing, and Urban Affairs of the Senate and the Committee on 
Financial Services of the House of Representatives summarizing 
the results of the studies required under subsection (a). The 
reports shall include specific recommendations for legislative 
or regulatory action regarding the treatment of hybrid capital 
instruments, including trust preferred shares, and shall 
explain the basis for such recommendations.

SEC. 175. INTERNATIONAL POLICY COORDINATION.

    (a) By the President.--The President, or a designee of the 
President, may coordinate through all available international 
policy channels, similar policies as those found in United 
States law relating to limiting the scope, nature, size, scale, 
concentration, and interconnectedness of financial companies, 
in order to protect financial stability and the global economy.
    (b) By the Council.--The Chairperson of the Council, in 
consultation with the other members of the Council, shall 
regularly consult with the financial regulatory entities and 
other appropriate organizations of foreign governments or 
international organizations on matters relating to systemic 
risk to the international financial system.
    (c) By the Board of Governors and the Secretary.--The Board 
of Governors and the Secretary shall consult with their foreign 
counterparts and through appropriate multilateral organizations 
to encourage comprehensive and robust prudential supervision 
and regulation for all highly leveraged and interconnected 
financial companies.

SEC. 176. RULE OF CONSTRUCTION.

    No regulation or standard imposed under this title may be 
construed in a manner that would lessen the stringency of the 
requirements of any applicable primary financial regulatory 
agency or any other Federal or State agency that are otherwise 
applicable. This title, and the rules and regulations or orders 
prescribed pursuant to this title, do not divest any such 
agency of any authority derived from any other applicable law.

                TITLE II--ORDERLY LIQUIDATION AUTHORITY

SEC. 201. DEFINITIONS.

    (a) In General.--In this title, the following definitions 
shall apply:
            (1) Administrative expenses of the receiver.--The 
        term ``administrative expenses of the receiver'' 
        includes--
                    (A) the actual, necessary costs and 
                expenses incurred by the Corporation as 
                receiver for a covered financial company in 
                liquidating a covered financial company; and
                    (B) any obligations that the Corporation as 
                receiver for a covered financial company 
                determines are necessary and appropriate to 
                facilitate the smooth and orderly 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 covered financial 
        company.
            (4) Claim.--The term ``claim'' means any right to 
        payment, whether or not such right is reduced to 
        judgment, liquidated, unliquidated, fixed, contingent, 
        matured, unmatured, disputed, undisputed, legal, 
        equitable, 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) Court.--The term ``Court'' means the United 
        States District Court for the District of Columbia, 
        unless the context otherwise requires.
            (7) Covered broker or dealer.--The term ``covered 
        broker or dealer'' means a covered financial company 
        that is a broker or dealer that--
                    (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.
            (8) 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.
            (9) 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.
            (10) Definitions relating to covered brokers and 
        dealers.--The terms ``customer'', ``customer 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).
            (11) 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 Company Act of 1956 (12 U.S.C. 
                        1841(a));
                            (ii) a nonbank financial company 
                        supervised by the Board of Governors;
                            (iii) any company that is 
                        predominantly 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 
                        Company 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 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 
                        insurance company); and
                    (C) is not a Farm Credit System institution 
                chartered under and subject to the provisions 
                of the Farm Credit Act of 1971, as amended (12 
                U.S.C. 2001 et seq.), a governmental entity, or 
                a regulated entity, as defined under section 
                1303(20) of the Federal Housing Enterprises 
                Financial Safety and Soundness Act of 1992 (12 
                U.S.C. 4502(20)).
            (12) Fund.--The term ``Fund'' means the Orderly 
        Liquidation Fund established under section 210(n).
            (13) Insurance company.--The term ``insurance 
        company'' means any entity that is--
                    (A) engaged in the business of insurance;
                    (B) subject to regulation by a State 
                insurance regulator; and
                    (C) covered by a State law that is designed 
                to specifically deal with the rehabilitation, 
                liquidation, or insolvency of an insurance 
                company.
            (14) Nonbank financial company.--The term ``nonbank 
        financial company'' has the same meaning as in section 
        102(a)(4)(C).
            (15) Nonbank financial company supervised by the 
        board of governors.--The term ``nonbank financial 
        company supervised by the Board of Governors'' has the 
        same meaning as in section 102(a)(4)(D).
            (16) SIPC.--The term ``SIPC'' means the Securities 
        Investor Protection Corporation.
    (b) Definitional Criteria.--For purpose of the definition 
of the term ``financial company'' under subsection (a)(11), no 
company shall be deemed to be predominantly 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 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 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 depository 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 
                        Secretary under section 203 that a 
                        financial company satisfies the 
                        criteria in section 203(b), the 
                        Secretary shall notify the Corporation 
                        and the covered financial company. If 
                        the board of directors (or body 
                        performing similar functions) of the 
                        covered financial company acquiesces or 
                        consents to the appointment of the 
                        Corporation as receiver, the Secretary 
                        shall appoint the Corporation as 
                        receiver. If the board of directors (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 Court for the District 
                        of Columbia for an order authorizing 
                        the Secretary to appoint the 
                        Corporation as 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 hearing 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 
                        default or in danger of default and 
                        satisfies the definition of a financial 
                        company under section 201(a)(11) 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 default and satisfies the 
                        definition of a financial company under 
                        section 201(a)(11)--
                                    (I) is not arbitrary and 
                                capricious, 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 
                                determination, and afford the 
                                Secretary an immediate 
                                opportunity to amend and refile 
                                the petition under clause (i).
                            (v) Petition granted by operation 
                        of law.--If the Court does not make a 
                        determination 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 further notice or 
                                action be commenced and the 
                                Corporation may immediately 
                                take all actions authorized 
                                under this title.
                    (B) Effect of determination.--The 
                determination of the Court under subparagraph 
                (A) shall be final, and shall be subject to 
                appeal only in accordance with paragraph (2). 
                The decision shall not be subject to any stay 
                or injunction pending appeal. Upon conclusion 
                of its proceedings under subparagraph (A), the 
                Court shall provide immediately for the record 
                a written statement of each reason supporting 
                the decision of the Court, and shall provide 
                copies thereof to the Secretary and the covered 
                financial company.
                    (C) Criminal penalties.--A person who 
                recklessly discloses a determination of the 
                Secretary under section 203(b) or a petition of 
                the Secretary under subparagraph (A), or the 
                pendency 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.--
                            (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 covered 
                        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 company only if the covered 
                        financial company did not acquiesce or 
                        consent to the appointment of a 
                        receiver by the Secretary under 
                        paragraph (1)(A).
                            (iii) Expedition.--The Court of 
                        Appeals shall consider any appeal under 
                        this subparagraph on an expedited 
                        basis.
                            (iv) Scope of review.--For an 
                        appeal taken under this subparagraph, 
                        review shall be limited to whether the 
                        determination of the Secretary that a 
                        covered financial company is in default 
                        or in danger of default and satisfies 
                        the definition of a financial company 
                        under section 201(a)(11) 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 
                        directors, 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 review 
                        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.
                            (iv) Scope of review.--Review by 
                        the Supreme Court under this 
                        subparagraph shall be limited to 
                        whether the determination of the 
                        Secretary that the covered financial 
                        company is in default or in danger of 
                        default and satisfies the definition of 
                        a financial company under section 
                        201(a)(11) 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 
        establish such rules and procedures as may be necessary 
        to ensure the orderly conduct of proceedings, including 
        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;
                    (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 Companies.--
            (1) Bankruptcy code.--Except as provided in this 
        subsection, the provisions of the Bankruptcy Code and 
        rules issued thereunder or otherwise applicable 
        insolvency law, and not the provisions of this title, 
        shall apply to financial companies that are not covered 
        financial companies for which the Corporation has been 
        appointed as receiver.
            (2) This title.--The provisions of this title shall 
        exclusively apply to and govern all matters relating to 
        covered financial companies for which the Corporation 
        is appointed as receiver, and no provisions of the 
        Bankruptcy Code or the rules issued thereunder shall 
        apply in such cases, except as expressly provided in 
        this title.
    (d) Time Limit on Receivership Authority.--
            (1) Baseline period.--Any appointment of the 
        Corporation as receiver under this section shall 
        terminate at the end of the 3-year period beginning on 
        the date on which such appointment is made.
            (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 
        Chairperson 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 
                        return from the sale or other 
                        disposition of the assets of the 
                        covered financial company; or
                            (ii) minimize the amount of loss 
                        realized 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 
                concurrence of the Secretary, submits the 
                certifications described in paragraph (2).
                    (B) Additional report required.--Not later 
                than 30 days after the date of commencement of 
                the extension under subparagraph (A), the 
                Corporation 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 describing the need for the 
                extension and the specific plan of the 
                Corporation to conclude the receivership 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 completing 
        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 
                Corporation used its best efforts to conclude 
                the receivership in accordance with its plan 
                before the end of the time limit described in 
                paragraph (3);
                    (B) the Council determines that the 
                completion of longer-term responsibilities in 
                the form of ongoing litigation justifies the 
                need for an extension; and
                    (C) the Corporation submits a report 
                approved by the Council not later than 30 days 
                after the date of the determinations by the 
                Council under subparagraphs (A) and (B) to the 
                Committee on Banking, Housing, and Urban 
                Affairs of the Senate and the Committee on 
                Financial Services of the House of 
                Representatives, describing--
                            (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 Deposit 
        Insurance Fund shall not be liable for unresolved 
        claims arising from the receivership after the 
        termination of the receivership.
    (e) Study of Bankruptcy and Orderly Liquidation Process for 
Financial Companies.--
            (1) Study.--
                    (A) In general.--The Administrative Office 
                of the United States Courts and the Comptroller 
                General of the United States shall each monitor 
                the activities of the Court, and each such 
                Office shall conduct separate studies regarding 
                the bankruptcy and orderly liquidation process 
                for financial companies under the Bankruptcy 
                Code.
                    (B) Issues to be studied.--In conducting 
                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 
                        facilitating the orderly liquidation or 
                        reorganization of financial companies;
                            (ii) ways to maximize the 
                        efficiency and effectiveness of the 
                        Court; and
                            (iii) ways to make the orderly 
                        liquidation 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 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 Committee on the 
        Judiciary of the Senate and the Committee on Financial 
        Services and the Committee on the Judiciary of the 
        House of Representatives separate reports summarizing 
        the results of the studies conducted under paragraph 
        (1).
    (f) Study of International Coordination Relating to 
Bankruptcy Process for Financial Companies.--
            (1) Study.--
                    (A) In general.--The Comptroller General of 
                the United States shall conduct a study 
                regarding international coordination relating 
                to the orderly liquidation of financial 
                companies under the Bankruptcy Code.
                    (B) Issues to be studied.--In conducting 
                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;
                            (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 Committee 
        on the Judiciary of the Senate and the Committee 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 Implementation by the 
Appropriate Federal Agencies.--
            (1) Study.--The Comptroller General of the United 
        States shall conduct a study regarding the 
        implementation of prompt corrective action by the 
        appropriate Federal banking agencies.
            (2) Issues to be studied.--In conducting the study 
        under paragraph (1), the Comptroller General shall 
        evaluate--
                    (A) the effectiveness of implementation of 
                prompt corrective action by the appropriate 
                Federal banking agencies and the resolution of 
                insured depository institutions by the 
                Corporation; and
                    (B) ways to make prompt corrective action a 
                more effective tool to resolve the insured 
                depository institutions at the least possible 
                long-term cost to the Deposit Insurance Fund.
            (3) Report to council.--Not later than 1 year 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.

SEC. 203. SYSTEMIC RISK DETERMINATION.

    (a) Written Recommendation and Determination.--
            (1) Vote required.--
                    (A) In general.--On their own initiative, 
                or at the request of the Secretary, the 
                Corporation and the Board of Governors shall 
                consider whether to make a written 
                recommendation described in paragraph (2) with 
                respect to whether the Secretary should appoint 
                the Corporation as receiver for a financial 
                company. Such recommendation 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 brokers or dealers.--In 
                the case of a broker or dealer, or in which the 
                largest United States subsidiary (as measured 
                by total assets as of the end of the previous 
                calendar quarter) of a financial company is a 
                broker or dealer, the Commission and the Board 
                of Governors, at the request of the Secretary, 
                or on their own initiative, shall consider 
                whether to make the written recommendation 
                described in paragraph (2) with respect to the 
                financial company. Subject to the requirements 
                in paragraph (2), such recommendation 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 Commission then 
                serving, and in consultation with the 
                Corporation.
                    (C) Cases involving insurance companies.--
                In the case of an insurance company, or in 
                which the largest United States subsidiary (as 
                measured by total assets as of the end of the 
                previous calendar quarter) of a financial 
                company is an insurance company, the Director 
                of the Federal Insurance Office and the Board 
                of Governors, at the request of the Secretary 
                or on their own initiative, shall consider 
                whether to make the written recommendation 
                described in paragraph (2) with respect to the 
                financial company. Subject to the requirements 
                in paragraph (2), such recommendation shall be 
                made upon a vote of not fewer than \2/3\ of the 
                Board of Governors then serving and the 
                affirmative approval of the Director of the 
                Federal Insurance Office, and in consultation 
                with the Corporation.
            (2) Recommendation required.--Any written 
        recommendation pursuant to paragraph (1) shall 
        contain--
                    (A) an evaluation of whether the financial 
                company is in default or in danger of default;
                    (B) a description of the effect that the 
                default of the financial company would have on 
                financial stability in the United States;
                    (C) a description of the effect that the 
                default of the financial company would have on 
                economic conditions or financial stability for 
                low income, minority, or underserved 
                communities;
                    (D) a recommendation regarding the nature 
                and the extent of actions to be taken under 
                this title regarding the financial company;
                    (E) an evaluation of the likelihood of a 
                private sector alternative to prevent the 
                default of the financial company;
                    (F) an evaluation of why a case under the 
                Bankruptcy Code is not appropriate for the 
                financial company;
                    (G) an evaluation of the effects on 
                creditors, counterparties, and shareholders of 
                the financial company and other market 
                participants; and
                    (H) an evaluation of whether the company 
                satisfies the definition of a financial company 
                under section 201.
    (b) Determination by the Secretary.--Notwithstanding 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 
        available to prevent the default of the financial 
        company;
            (4) any effect on the claims or interests of 
        creditors, 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 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 
        consideration the effectiveness of the action in 
        mitigating potential 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 creditors, 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 
        financial company under section 201.
    (c) Documentation and Review.--
            (1) In general.--The Secretary shall--
                    (A) document any determination under 
                subsection (b);
                    (B) retain the documentation for review 
                under paragraph (2); and
                    (C) notify the covered financial company 
                and the Corporation of such determination.
            (2) Report to congress.--Not later than 24 hours 
        after the date of appointment of the Corporation as 
        receiver for a covered financial company, the Secretary 
        shall provide written notice of the recommendations and 
        determinations reached in accordance 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 
                support that were available to the covered 
                financial company;
                    (C) the operations of the covered financial 
                company that could have had a significant 
                impact on financial stability, markets, or 
                both;
                    (D) identification of the banks and 
                financial companies which may be able to 
                provide the services offered by the covered 
                financial company;
                    (E) any potential international 
                ramifications of resolution of the covered 
                financial company 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 
                financial 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 
                financial company under other applicable 
                insolvency law would cause banks or other 
                financial companies 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 Committee on Banking, Housing, and 
                Urban Affairs of the Senate and the Committee 
                on Financial Services of the House of 
                Representatives--
                            (i) setting forth information on 
                        the financial condition of the covered 
                        financial company as of the date of the 
                        appointment, including a description of 
                        its assets and liabilities;
                            (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 requirements of part 366 of 
                        title 12, Code of Federal Regulations 
                        (or any successor thereto) with respect 
                        to conflicts of interest by any person 
                        in the private sector who was retained 
                        to provide services to the Corporation 
                        in connection with such receivership;
                            (iv) describing the reasons for the 
                        provision of any funding to the 
                        receivership out of the Fund;
                            (v) setting forth the expected 
                        costs of the orderly liquidation of the 
                        covered financial company;
                            (vi) setting forth the identity of 
                        any claimant that is treated in a 
                        manner different from other similarly 
                        situated claimants 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 
                        maintained by the Corporation, subject 
                        to maintaining appropriate 
                        confidentiality.
                    (B) Amendments.--The Corporation shall, on 
                a timely basis, not less frequently than 
                quarterly, amend or revise and resubmit the 
                reports prepared under this paragraph, as 
                necessary.
                    (C) Congressional testimony.--The 
                Corporation 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).
            (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 company 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 normal 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 results in 
        the appointment of the Corporation as receiver, 
        including--
                    (A) the basis for the determination;
                    (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, 
                counterparties, and shareholders; and
                    (D) the likely disruptive effect of the 
                determination and such action on the reasonable 
                expectations of creditors, counterparties, and 
                shareholders, taking into account the impact 
                any action under this title would have on 
                financial stability 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 Insurance Company 
Subsidiaries.--
            (1) In general.--Notwithstanding subsection (b), if 
        an insurance company is a covered financial company or 
        a subsidiary or affiliate of a covered financial 
        company, the liquidation or rehabilitation of such 
        insurance company, and any subsidiary or affiliate of 
        such company that is not excepted under paragraph (2), 
        shall be conducted as provided under applicable State 
        law.
            (2) Exception for subsidiaries and affiliates.--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 requirements of 
        the State, the Corporation shall have the authority to 
        stand in the place of the appropriate regulatory agency 
        and file the appropriate judicial action in the 
        appropriate State court to place such company into 
        orderly liquidation under the laws and requirements of 
        the State.

SEC. 204. ORDERLY LIQUIDATION OF COVERED FINANCIAL COMPANIES.

    (a) Purpose of Orderly Liquidation Authority.--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 agencies 
        will take all steps necessary and appropriate to assure 
        that all parties, including management, directors, 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 appointment of the 
Corporation under section 202, the Corporation 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 
        regulatory agency or agencies of the covered financial 
        company and its covered subsidiaries for purposes of 
        ensuring an orderly liquidation of the covered 
        financial 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 
        inform and aid the Corporation in the orderly 
        liquidation process;
            (3) shall consult with the primary financial 
        regulatory agency or agencies of any subsidiaries of 
        the covered financial company that are not covered 
        subsidiaries, and coordinate with such regulators 
        regarding 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 
        Corporation has been appointed as receiver that is a 
        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 conditions set forth in 
section 206 and subject to the plan described in section 
210(n)(9), funds for the orderly liquidation of the covered 
financial company. All funds provided by the Corporation under 
this subsection shall have a priority 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 
        obligation of, the covered financial company or any 
        covered subsidiary;
            (2) purchasing or guaranteeing against loss the 
        assets of the covered financial company or any covered 
        subsidiary, directly or through an entity established 
        by the Corporation for such purpose;
            (3) assuming or guaranteeing the obligations of the 
        covered financial company or any covered subsidiary to 
        1 or more third parties;
            (4) taking a lien on any or all assets of the 
        covered financial company or any covered subsidiary, 
        including a first priority lien on all unencumbered 
        assets of the covered financial company or any covered 
        subsidiary to secure repayment of any transactions 
        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.--
            (1) Appointment.--Upon the appointment of the 
        Corporation as receiver for any covered broker or 
        dealer, the Corporation shall appoint, without any need 
        for court approval, the Securities Investor Protection 
        Corporation to act as trustee for the liquidation under 
        the Securities Investor Protection Act of 1970 (15 
        U.S.C. 78aaa et seq.) of the covered broker or dealer.
            (2) Actions by sipc.--
                    (A) Filing.--Upon appointment of SIPC under 
                paragraph (1), SIPC shall promptly file with 
                any Federal district court of competent 
                jurisdiction specified in section 21 or 27 of 
                the Securities Exchange Act of 1934 (15 U.S.C. 
                78u, 78aa), an application for a protective 
                decree under the Securities Investor Protection 
                Act of 1970 (15 U.S.C. 78aaa et seq.) as to the 
                covered broker or dealer. The Federal district 
                court shall accept and approve the filing, 
                including outside of normal business hours, and 
                shall immediately issue the protective decree 
                as to the covered broker or dealer.
                    (B) Administration by sipc.--Following 
                entry of the protective decree, and except as 
                otherwise provided in this section, the 
                determination of claims and the liquidation of 
                assets retained in the receivership of the 
                covered broker or dealer and not transferred to 
                the bridge financial company shall be 
                administered under the Securities Investor 
                Protection Act of 1970 (15 U.S.C. 78aaa et 
                seq.) by SIPC, as trustee for the covered 
                broker or dealer.
                    (C) Definition of filing date.--For 
                purposes of the liquidation proceeding, the 
                term ``filing date'' means the date on which 
                the Corporation is appointed as receiver of the 
                covered broker or dealer.
                    (D) Determination of claims.--As trustee 
                for the covered broker or dealer, SIPC shall 
                determine and satisfy, consistent with this 
                title and with the Securities Investor 
                Protection Act of 1970 (15 U.S.C. 78aaa et 
                seq.), all claims against the covered broker or 
                dealer arising on or before the filing date.
    (b) Powers and Duties of SIPC.--
            (1) In general.--Except as provided in this 
        section, upon its appointment as trustee for the 
        liquidation of a covered broker or dealer, SIPC shall 
        have all of the powers and duties provided by the 
        Securities Investor Protection Act of 1970 (15 U.S.C. 
        78aaa et seq.), including, without limitation, all 
        rights of action against third parties, and shall 
        conduct such liquidation in accordance with the terms 
        of the Securities Investor Protection Act of 1970 (15 
        U.S.C. 78aaa et seq.), except that SIPC shall have no 
        powers or duties with respect to assets and liabilities 
        transferred by the Corporation from the covered broker 
        or dealer to any bridge financial company established 
        in accordance with this title.
            (2) Limitation of powers.--The exercise by SIPC of 
        powers and functions as trustee under subsection (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 
                        section 204(d);
                            (ii) to organize, establish, 
                        operate, or terminate any bridge 
                        financial company;
                            (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 section 210; or
                    (B) determining claims under subsection 
                (e).
            (3) Protective decree.--SIPC and the Corporation, 
        in consultation with the Commission, shall jointly 
        determine the terms of the protective decree to be 
        filed by SIPC with any court of competent jurisdiction 
        under section 21 or 27 of the Securities Exchange Act 
        of 1934 (15 U.S.C. 78u, 78aa), as required by 
        subsection (a).
            (4) Qualified financial contracts.--Notwithstanding 
        any provision of the Securities Investor Protection Act 
        of 1970 (15 U.S.C. 78aaa et seq.) to the contrary 
        (including section 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 for which the Corporation has been 
        appointed receiver 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 otherwise 
provided in this title, no court may take any action, including 
any action pursuant to the Securities Investor Protection Act 
of 1970 (15 U.S.C. 78aaa et seq.) or the Bankruptcy Code, to 
restrain or affect the exercise of powers or functions of the 
Corporation as receiver for a covered broker or dealer and any 
claims against the Corporation as such receiver shall be 
determined 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 
        Corporation 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 
                securities;
                    (B) diminish the amount or timely payment 
                of net equity claims of customers; or
                    (C) otherwise impair the recoveries 
                provided to a customer under the Securities 
                Investor Protection Act of 1970 (15 U.S.C. 
                78aaa et seq.).
            (2) Net proceeds.--The net proceeds from any 
        transfer, sale, or disposition of assets of the covered 
        broker or dealer, or proceeds thereof by the 
        Corporation 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 Receiver.--Any claim 
against the Corporation as receiver for a covered broker or 
dealer for assets transferred to a bridge financial company 
established with respect to such covered broker or dealer--
            (1) shall be determined in accordance with section 
        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.--Notwithstanding any 
        other provision of this title, all obligations 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 or customer name 
        securities shall be promptly discharged by SIPC, the 
        Corporation, or the bridge financial company, as 
        applicable, 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 actual 
        proceeds realized from the liquidation of the covered 
        broker or dealer under this title been distributed in a 
        proceeding under the Securities Investor Protection Act 
        of 1970 (15 U.S.C. 78aaa et seq.) without the 
        appointment of the Corporation as receiver and without 
        any transfer of assets or liabilities to a bridge 
        financial company, and with a filing date as of the 
        date on which the Corporation is appointed as receiver.
            (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 
        financial company been subject to a proceeding under 
        the Securities Investor Protection Act (15 U.S.C. 78aaa 
        et seq.) without the appointment of the Corporation as 
        receiver, and with a filing date as of the date on 
        which the Corporation is appointed as receiver.
    (g) Priorities.--
            (1) Customer property.--As trustee for a covered 
        broker or dealer, SIPC shall allocate customer property 
        and deliver customer name securities in accordance 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 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 Corporation, 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 
        covered financial company;
            (2) ensure that the shareholders of a covered 
        financial 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 
        removed at the time at which the Corporation is 
        appointed receiver);
            (5) ensure that the members of the board of 
        directors (or body performing similar functions) 
        responsible for the failed condition of the covered 
        financial company are removed, if such members have not 
        already been removed at the time the Corporation is 
        appointed as receiver; and
            (6) 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 APPOINTMENT OF 
                    RECEIVER.

    The members of the board of directors (or body performing 
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 appointment of the 
Corporation as receiver for the covered financial company under 
section 203.

SEC. 208. DISMISSAL AND EXCLUSION OF OTHER ACTIONS.

    (a) In General.--Effective as of the date of the 
appointment of the Corporation as receiver for the covered 
financial 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 Bankruptcy Code or the 
Securities Investor Protection Act of 1970 (15 U.S.C. 78aaa et 
seq.) shall be dismissed, upon notice to the bankruptcy court 
(with respect to a case commenced under the Bankruptcy Code), 
and upon notice to SIPC (with respect to a covered broker or 
dealer) and no such case or proceeding may be commenced with 
respect to a covered financial company 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 company as a 
result of any case or proceeding commenced with respect to the 
covered financial company under the Bankruptcy Code, the 
Securities Investor Protection Act of 1970 (15 U.S.C. 78aaa et 
seq.), 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 bankruptcy court 
prior to the date of appointment of the Corporation 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 Council, 
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, 
security entitlement holders, or other persons with respect to 
any covered financial company or any assets or other property 
of or held by such covered financial company, and address 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 possible, 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 
                appointment as receiver for a covered financial 
                company under this title, succeed to--
                            (i) all rights, titles, powers, and 
                        privileges 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 assets of any previous receiver or 
                        other legal custodian of such covered 
                        financial company.
                    (B) Operation of the covered financial 
                company during the period of orderly 
                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 business of 
                        the covered financial company;
                            (ii) collect all obligations and 
                        money owed to the covered financial 
                        company;
                            (iii) perform all functions of the 
                        covered 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 shareholders.--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.
                    (D) Additional powers as receiver.--The 
                Corporation shall, as receiver for a covered 
                financial company, and subject to all legally 
                enforceable and perfected security interests 
                and all legally enforceable security 
                entitlements in respect of assets held by the 
                covered financial company, liquidate, and wind-
                up the affairs of a covered financial company, 
                including taking steps to realize upon the 
                assets of the covered financial company, in 
                such manner as the Corporation deems 
                appropriate, including through the sale of 
                assets, the transfer of assets to a bridge 
                financial company established under subsection 
                (h), or the exercise of any other rights or 
                privileges granted to the receiver under this 
                section.
                    (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 covered subsidiary 
                        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 covered 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 
                                conditions of the United 
                                States; and
                                    (III) such action would 
                                facilitate the orderly 
                                liquidation of the covered 
                                financial company.
                            (ii) Treatment as covered financial 
                        company.--If the Corporation is 
                        appointed as receiver of a covered 
                        subsidiary of a covered financial 
                        company under clause (i), the covered 
                        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 covered 
                        subsidiary as it has with respect to a 
                        covered financial company under this 
                        title.
                    (F) Organization of bridge companies.--The 
                Corporation, as receiver for a covered 
                financial company, may organize a bridge 
                financial company under subsection (h).
                    (G) Merger; transfer of assets and 
                liabilities.--
                            (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
                                    (II) transfer any asset or 
                                liability of the covered 
                                financial company (including 
                                any assets and liabilities held 
                                by the covered financial 
                                company for security 
                                entitlement holders, any 
                                customer property, or any 
                                assets and liabilities 
                                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 approval;
                                    (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 
                                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 
                                required waiting period shall 
                                end on the 15th day after the 
                                date on which the Attorney 
                                General and the Federal Trade 
                                Commission receive such 
                                notification, unless the 
                                waiting period is terminated 
                                earlier under subsection (b)(2) 
                                of such section 7A, or is 
                                extended pursuant to subsection 
                                (e)(2) of such section 7A.
                            (iii) Setoff.--Subject to the other 
                        provisions of this title, any 
                        transferee of assets from a receiver, 
                        including a bridge financial 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 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.--Except 
                as may otherwise be provided in this title, the 
                applicable noninsolvency law shall be 
                determined 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 realizing 
                        upon any asset of any person in the 
                        course of collecting money due the 
                        covered financial company), exercise 
                        any power established under section 
                        8(n) of the Federal Deposit Insurance 
                        Act, as if the Corporation 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 
                        limiting any rights that the 
                        Corporation, in any capacity, might 
                        otherwise have to exercise any powers 
                        described in clause (i) or under any 
                        other provision of law.
                    (K) Incidental powers.--The Corporation, as 
                receiver for a covered financial company, 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 
                management 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 brokerage services, if 
                such services are available in the private 
                sector, and the Corporation determines that 
                utilization of such services is practicable, 
                efficient, and cost effective.
                    (M) Shareholders and creditors of covered 
                financial company.--Notwithstanding any other 
                provision of law, the Corporation, as receiver 
                for a covered financial company, 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 
                Corporation shall ensure that shareholders and 
                unsecured creditors bear losses, consistent 
                with the priority of claims provisions under 
                this section.
                    (N) Coordination with foreign financial 
                authorities.--The Corporation, as receiver for 
                a covered financial company, shall coordinate, 
                to the maximum extent possible, with the 
                appropriate foreign financial authorities 
                regarding the orderly liquidation of any 
                covered financial company that has assets or 
                operations in a country other than the United 
                States.
                    (O) Restriction on transfers.--
                            (i) Selection of accounts for 
                        transfer.--If the Corporation 
                        establishes one or more bridge 
                        financial companies with respect to a 
                        covered broker or dealer, the 
                        Corporation shall transfer to one of 
                        such bridge financial companies, all 
                        customer accounts of the covered broker 
                        or dealer, and all associated customer 
                        name securities and customer property, 
                        unless the Corporation, after 
                        consulting with the Commission and 
                        SIPC, determines that--
                                    (I) the customer accounts, 
                                customer name securities, and 
                                customer property are likely to 
                                be promptly transferred to 
                                another broker or dealer that 
                                is registered with the 
                                Commission under section 15(b) 
                                of the Securities Exchange Act 
                                of 1934 (15 U.S.C. 73o(b)) and 
                                is a member of SIPC; or
                                    (II) the transfer of the 
                                accounts to a bridge financial 
                                company would materially 
                                interfere with the ability of 
                                the Corporation to avoid or 
                                mitigate serious adverse 
                                effects on financial stability 
                                or economic conditions in the 
                                United States.
                            (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 
                        customer consent nor court approval 
                        shall be required to transfer any 
                        customer accounts or associated 
                        customer name securities or customer 
                        property to a bridge financial company 
                        in accordance with this section.
                            (iv) Notification of sipc and 
                        sharing of information.--The 
                        Corporation shall identify to SIPC the 
                        customer accounts and associated 
                        customer name securities and 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 Investor Protection Act of 
                        1970 (15 U.S.C. 78aaa et seq.) 
                        including by providing access to the 
                        books and records of the covered 
                        financial company and any bridge 
                        financial company established in 
                        accordance with this title.
            (2) Determination of claims.--
                    (A) In general.--The Corporation, as 
                receiver for a covered financial company, shall 
                report 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 regulations prescribed 
                under section 209.
                    (B) Notice requirements.--The Corporation, 
                as receiver for a covered financial company, 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 notice, which 
                        shall be not earlier than 90 days after 
                        the date of publication of such notice; 
                        and
                            (ii) republish such notice 1 month 
                        and 2 months, respectively, after the 
                        date of publication under clause (i).
                    (C) Mailing required.--The Corporation as 
                receiver shall mail a notice similar to the 
                notice published under clause (i) or (ii) of 
                subparagraph (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 address.
            (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 the Corporation as receiver, 
                        or such later date as may be agreed as 
                        provided in clause (ii), the 
                        Corporation shall notify the claimant 
                        whether it allows or disallows 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 
                        disallowance 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 
                        sufficient.--The requirements of clause 
                        (i) shall be deemed to be satisfied if 
                        the notice of any decision with respect 
                        to any claim is mailed 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 
                        disallowance.--If the Corporation as 
                        receiver disallows 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 provided in 
                                paragraph (4).
                    (B) Allowance of proven claim.--The 
                receiver shall allow any claim received by the 
                receiver 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.--
                            (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 receiver 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 disallow 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.
                            (ii) Payments to undersecured 
                        creditors.--In the case of a claim 
                        against a covered financial company 
                        that is secured by any property or 
                        other asset of such covered financial 
                        company, the receiver--
                                    (I) may treat the portion 
                                of such claim which exceeds an 
                                amount equal to the fair market 
                                value of such property or other 
                                asset as an unsecured claim; 
                                and
                                    (II) may not make any 
                                payment with respect to such 
                                unsecured portion of the claim, 
                                other than in connection with 
                                the disposition of all claims 
                                of unsecured creditors of the 
                                covered financial company.
                            (iii) Exceptions.--No provision of 
                        this paragraph shall apply with respect 
                        to--
                                    (I) any extension of credit 
                                from any Federal reserve bank, 
                                or the Corporation, to any 
                                covered financial company; or
                                    (II) subject to clause 
                                (ii), any legally enforceable 
                                and perfected security interest 
                                in the assets of the covered 
                                financial company securing any 
                                such extension of credit.
                    (E) Legal effect of filing.--
                            (i) Statute of limitations 
                        tolled.--For purposes of any applicable 
                        statute of limitations, the filing of a 
                        claim with the receiver shall 
                        constitute a commencement of an action.
                            (ii) No prejudice to other 
                        actions.--Subject to paragraph (8), the 
                        filing of a claim with the receiver 
                        shall not prejudice any right of the 
                        claimant to continue any action which 
                        was filed before the date of 
                        appointment of the receiver for the 
                        covered financial company.
            (4) Judicial determination of claims.--
                    (A) In general.--Subject to subparagraph 
                (B), a claimant may file suit on a claim (or 
                continue an action commenced before the date of 
                appointment of the Corporation as receiver) in 
                the district or territorial court of the United 
                States for the district within which the 
                principal place of business of the covered 
                financial company is located (and such court 
                shall have jurisdiction to hear such claim).
                    (B) Timing.--A claim under subparagraph (A) 
                may be filed before the end of the 60-day 
                period beginning on the earlier of--
                            (i) the end of the period described 
                        in paragraph (3)(A)(i) (or, if extended 
                        by agreement of the Corporation and the 
                        claimant, the period described in 
                        paragraph (3)(A)(ii)) with respect to 
                        any claim against a covered financial 
                        company for which the Corporation is 
                        receiver; or
                            (ii) the date of any notice of 
                        disallowance of such claim pursuant to 
                        paragraph (3)(A)(i).
                    (C) Statute of limitations.--If any 
                claimant fails to file suit on such claim (or 
                to continue an action on such claim commenced 
                before the date of appointment of the 
                Corporation as receiver) prior to the end of 
                the 60-day period described in subparagraph 
                (B), the claim shall be deemed to be disallowed 
                (other than any portion of such claim which was 
                allowed by the receiver) as of the end of such 
                period, such disallowance shall be final, and 
                the claimant shall have no further rights or 
                remedies with respect to such claim.
            (5) Expedited determination of claims.--
                    (A) Procedure required.--The Corporation 
                shall establish a procedure for expedited 
                relief outside of the claims process 
                established under paragraph (3), for any 
                claimant that alleges--
                            (i) having a legally valid and 
                        enforceable or perfected security 
                        interest in property of a covered 
                        financial company or control of any 
                        legally valid and enforceable security 
                        entitlement in respect of any asset 
                        held by the covered financial company 
                        for which the Corporation has been 
                        appointed receiver; and
                            (ii) that irreparable injury will 
                        occur if the claims procedure 
                        established under paragraph (3) is 
                        followed.
                    (B) Determination period.--Prior to the end 
                of the 90-day period beginning on the date on 
                which a claim is filed in accordance with the 
                procedures established pursuant to subparagraph 
                (A), the Corporation shall--
                            (i) determine--
                                    (I) whether to allow or 
                                disallow such claim, or any 
                                portion thereof; or
                                    (II) whether such claim 
                                should be determined pursuant 
                                to the procedures established 
                                pursuant to paragraph (3);
                            (ii) notify the claimant of the 
                        determination; and
                            (iii) if the claim is disallowed, 
                        provide a statement of each reason for 
                        the disallowance and the procedure for 
                        obtaining a judicial determination.
                    (C) Period for filing or renewing suit.--
                Any claimant who files a request for expedited 
                relief shall be permitted to file suit (or 
                continue a suit filed before the date of 
                appointment of the Corporation as receiver 
                seeking a determination of the rights of the 
                claimant with respect to such security interest 
                (or such security entitlement) after the 
                earlier of--
                            (i) the end of the 90-day period 
                        beginning on the date of the filing of 
                        a request for expedited relief; or
                            (ii) the date on which the 
                        Corporation denies the claim or a 
                        portion thereof.
                    (D) Statute of limitations.--If an action 
                described in subparagraph (C) is not filed, or 
                the motion to renew a previously filed suit is 
                not made, before the end of the 30-day period 
                beginning on the date on which such action or 
                motion may be filed in accordance with 
                subparagraph (C), the claim shall be deemed to 
                be disallowed as of the end of such period 
                (other than any portion of such claim which was 
                allowed by the receiver), such disallowance 
                shall be final, and the claimant shall have no 
                further rights or remedies with respect to such 
                claim.
                    (E) Legal effect of filing.--
                            (i) Statute of limitations 
                        tolled.--For purposes of any applicable 
                        statute of limitations, the filing of a 
                        claim with the receiver shall 
                        constitute a commencement of an action.
                            (ii) No prejudice to other 
                        actions.--Subject to paragraph (8), the 
                        filing of a claim with the receiver 
                        shall not prejudice any right of the 
                        claimant to continue any action which 
                        was filed before the appointment of the 
                        Corporation as receiver for the covered 
                        financial company.
            (6) Agreements against interest of the receiver.--
        No agreement that tends to diminish or defeat the 
        interest of the Corporation as receiver in any asset 
        acquired by the receiver under this section shall be 
        valid against the receiver, unless such agreement--
                    (A) is in writing;
                    (B) was executed by an authorized officer 
                or representative of the covered financial 
                company, or confirmed in the ordinary course of 
                business by the covered financial company; and
                    (C) has been, since the time of its 
                execution, an official record of the company or 
                the party claiming under the agreement provides 
                documentation, acceptable to the receiver, of 
                such agreement and its authorized execution or 
                confirmation by the covered financial company.
            (7) Payment of claims.--
                    (A) In general.--Subject to subparagraph 
                (B), the Corporation as receiver may, in its 
                discretion and to the extent that funds are 
                available, pay creditor claims, in such manner 
                and amounts as are authorized under this 
                section, which are--
                            (i) allowed by the receiver;
                            (ii) approved by the receiver 
                        pursuant to a final determination 
                        pursuant to paragraph (3) or (5), as 
                        applicable; or
                            (iii) determined by the final 
                        judgment of a court of competent 
                        jurisdiction.
                    (B) Limitation.--A creditor shall, in no 
                event, receive less than the amount that the 
                creditor is entitled to receive under 
                paragraphs (2) and (3) of subsection (d), as 
                applicable.
                    (C) Payment of dividends on claims.--The 
                Corporation as receiver may, in its sole 
                discretion, and to the extent otherwise 
                permitted by this section, pay dividends on 
                proven claims at any time, and no liability 
                shall attach to the Corporation as receiver, by 
                reason of any such payment or for failure to 
                pay dividends to a claimant whose claim is not 
                proved at the time of any such payment.
                    (D) Rulemaking by the corporation.--The 
                Corporation may prescribe such rules, including 
                definitions of terms, as the Corporation deems 
                appropriate to establish an interest rate for 
                or to make payments of post-insolvency interest 
                to creditors holding proven claims against the 
                receivership estate of a covered financial 
                company, except that no such interest shall be 
                paid until the Corporation as receiver has 
                satisfied the principal amount of all creditor 
                claims.
            (8) Suspension of legal actions.--
                    (A) In general.--After the appointment of 
                the Corporation as receiver for a covered 
                financial company, the Corporation may request 
                a stay in any judicial action or proceeding in 
                which such covered financial company is or 
                becomes a party, for a period of not to exceed 
                90 days.
                    (B) Grant of stay by all courts required.--
                Upon receipt of a request by the Corporation 
                pursuant to subparagraph (A), the court shall 
                grant such stay as to all parties.
            (9) Additional rights and duties.--
                    (A) Prior final adjudication.--The 
                Corporation shall abide by any final, non-
                appealable judgment of any court of competent 
                jurisdiction that was rendered before the 
                appointment of the Corporation as receiver.
                    (B) Rights and remedies of receiver.--In 
                the event of any appealable judgment, the 
                Corporation as receiver shall--
                            (i) have all the rights and 
                        remedies available to the covered 
                        financial company (before the date of 
                        appointment of the Corporation as 
                        receiver under section 202) and the 
                        Corporation, including removal to 
                        Federal court and all appellate rights; 
                        and
                            (ii) not be required to post any 
                        bond in order to pursue such remedies.
                    (C) No attachment or execution.--No 
                attachment or execution may be issued by any 
                court upon assets in the possession of the 
                Corporation as receiver for a covered financial 
                company.
                    (D) Limitation on judicial review.--Except 
                as otherwise provided in this title, no court 
                shall have jurisdiction over--
                            (i) any claim or action for payment 
                        from, or any action seeking a 
                        determination of rights with respect 
                        to, the assets of any covered financial 
                        company for which the Corporation has 
                        been appointed receiver, including any 
                        assets which the Corporation may 
                        acquire from itself as such receiver; 
                        or
                            (ii) any claim relating to any act 
                        or omission of such covered financial 
                        company or the Corporation as receiver.
                    (E) Disposition of assets.--In exercising 
                any right, power, privilege, or authority as 
                receiver in connection with any covered 
                financial company for which the Corporation is 
                acting as receiver under this section, the 
                Corporation shall, to the greatest extent 
                practicable, conduct its operations in a manner 
                that--
                            (i) maximizes the net present value 
                        return from the sale or disposition of 
                        such assets;
                            (ii) minimizes the amount of any 
                        loss realized in the resolution of 
                        cases;
                            (iii) mitigates the potential for 
                        serious adverse effects to the 
                        financial system;
                            (iv) ensures timely and adequate 
                        competition and fair and consistent 
                        treatment of offerors; and
                            (v) prohibits discrimination on the 
                        basis of race, sex, or ethnic group in 
                        the solicitation and consideration of 
                        offers.
            (10) Statute of limitations for actions brought by 
        receiver.--
                    (A) In general.--Notwithstanding any 
                provision of any contract, the applicable 
                statute of limitations with regard to any 
                action brought by the Corporation as receiver 
                for a covered financial company shall be--
                            (i) in the case of any contract 
                        claim, the longer of--
                                    (I) the 6-year period 
                                beginning on the date on which 
                                the claim accrues; or
                                    (II) the period applicable 
                                under State law; and
                            (ii) in the case of any tort claim, 
                        the longer of--
                                    (I) the 3-year period 
                                beginning on the date on which 
                                the claim accrues; or
                                    (II) the period applicable 
                                under State law.
                    (B) Date on which a claim accrues.--For 
                purposes of subparagraph (A), the date on which 
                the statute of limitations begins to run on any 
                claim described in subparagraph (A) shall be 
                the later of--
                            (i) the date of the appointment of 
                        the Corporation as receiver under this 
                        title; or
                            (ii) the date on which the cause of 
                        action accrues.
                    (C) Revival of expired state causes of 
                action.--
                            (i) In general.--In the case of any 
                        tort claim described in clause (ii) for 
                        which the applicable statute of 
                        limitations under State law has expired 
                        not more than 5 years before the date 
                        of appointment of the Corporation as 
                        receiver for a covered financial 
                        company, the Corporation may bring an 
                        action as receiver on such claim 
                        without regard to the expiration of the 
                        statute of limitations.
                            (ii) Claims described.--A tort 
                        claim referred to in clause (i) is a 
                        claim arising from fraud, intentional 
                        misconduct resulting in unjust 
                        enrichment, or intentional misconduct 
                        resulting in substantial loss to the 
                        covered financial company.
            (11) Avoidable transfers.--
                    (A) Fraudulent transfers.--The Corporation, 
                as receiver for any covered financial company, 
                may avoid a transfer of any interest of the 
                covered financial company in property, or any 
                obligation incurred by the covered financial 
                company, that was made or incurred at or within 
                2 years before the date on which the 
                Corporation was appointed receiver, if--
                            (i) the covered financial company 
                        voluntarily or involuntarily--
                                    (I) made such transfer or 
                                incurred such obligation with 
                                actual intent to hinder, delay, 
                                or defraud any entity to which 
                                the covered financial company 
                                was or became, on or after the 
                                date on which such transfer was 
                                made or such obligation was 
                                incurred, indebted; or
                                    (II) received less than a 
                                reasonably equivalent value in 
                                exchange for such transferor 
                                obligation; and
                            (ii) the covered financial company 
                        voluntarily or involuntarily--
                                    (I) was insolvent on the 
                                date that such transfer was 
                                made or such obligation was 
                                incurred, or became insolvent 
                                as a result of such transfer or 
                                obligation;
                                    (II) was engaged in 
                                business or a transaction, or 
                                was about to engage in business 
                                or a transaction, for which any 
                                property remaining with the 
                                covered financial company was 
                                an unreasonably small capital;
                                    (III) intended to incur, or 
                                believed that the covered 
                                financial company would incur, 
                                debts that would be beyond the 
                                ability of the covered 
                                financial company to pay as 
                                such debts matured; or
                                    (IV) made such transfer to 
                                or for the benefit of an 
                                insider, or incurred such 
                                obligation to or for the 
                                benefit of an insider, under an 
                                employment contract and not in 
                                the ordinary course of 
                                business.
                    (B) Preferential transfers.--The 
                Corporation as receiver for any covered 
                financial company may avoid a transfer of an 
                interest of the covered financial company in 
                property--
                            (i) to or for the benefit of a 
                        creditor;
                            (ii) for or on account of an 
                        antecedent debt that was owed by the 
                        covered financial company before the 
                        transfer was made;
                            (iii) that was made while the 
                        covered financial company was 
                        insolvent;
                            (iv) that was made--
                                    (I) 90 days or less before 
                                the date on which the 
                                Corporation was appointed 
                                receiver; or
                                    (II) more than 90 days, but 
                                less than 1 year before the 
                                date on which the Corporation 
                                was appointed receiver, if such 
                                creditor at the time of the 
                                transfer was an insider; and
                            (v) that enables the creditor to 
                        receive more than the creditor would 
                        receive if--
                                    (I) the covered financial 
                                company had been liquidated 
                                under chapter 7 of the 
                                Bankruptcy Code;
                                    (II) the transfer had not 
                                been made; and
                                    (III) the creditor received 
                                payment of such debt to the 
                                extent provided by the 
                                provisions of chapter 7 of the 
                                Bankruptcy Code.
                    (C) Post-receivership transactions.--The 
                Corporation as receiver for any covered 
                financial company may avoid a transfer of 
                property of the receivership that occurred 
                after the Corporation was appointed receiver 
                that was not authorized under this title by the 
                Corporation as receiver.
                    (D) Right of recovery.--To the extent that 
                a transfer is avoided under subparagraph (A), 
                (B), or (C), the Corporation may recover, for 
                the benefit of the covered financial company, 
                the property transferred or, if a court so 
                orders, the value of such property (at the time 
                of such transfer) from--
                            (i) the initial transferee of such 
                        transfer or the person for whose 
                        benefit such transfer was made; or
                            (ii) any immediate or mediate 
                        transferee of any such initial 
                        transferee.
                    (E) Rights of transferee or obligee.--The 
                Corporation may not recover under subparagraph 
                (D)(ii) from--
                            (i) any transferee that takes for 
                        value, including in satisfaction of or 
                        to secure a present or antecedent debt, 
                        in good faith, and without knowledge of 
                        the voidability of the transfer 
                        avoided; or
                            (ii) any immediate or mediate good 
                        faith transferee of such transferee.
                    (F) Defenses.--Subject to the other 
                provisions of this title--
                            (i) a transferee or obligee from 
                        which the Corporation seeks to recover 
                        a transfer or to avoid an obligation 
                        under subparagraph (A), (B), (C), or 
                        (D) shall have the same defenses 
                        available to a transferee or obligee 
                        from which a trustee seeks to recover a 
                        transfer or avoid an obligation under 
                        sections 547, 548, and 549 of the 
                        Bankruptcy Code; and
                            (ii) the authority of the 
                        Corporation to recover a transfer or 
                        avoid an obligation shall be subject to 
                        subsections (b) and (c) of section 546, 
                        section 547(c), and section 548(c) of 
                        the Bankruptcy Code.
                    (G) Rights under this section.--The rights 
                of the Corporation as receiver under this 
                section shall be superior to any rights of a 
                trustee or any other party (other than a 
                Federal agency) under the Bankruptcy Code.
                    (H) Rules of construction; definitions.--
                For purposes of--
                            (i) subparagraphs (A) and (B)--
                                    (I) the term ``insider'' 
                                has the same meaning as in 
                                section 101(31) of the 
                                Bankruptcy Code;
                                    (II) a transfer is made 
                                when such transfer is so 
                                perfected that a bona fide 
                                purchaser from the covered 
                                financial company against whom 
                                applicable law permits such 
                                transfer to be perfected cannot 
                                acquire an interest in the 
                                property transferred that is 
                                superior to the interest in 
                                such property of the 
                                transferee, but if such 
                                transfer is not so perfected 
                                before the date on which the 
                                Corporation is appointed as 
                                receiver for the covered 
                                financial company, such 
                                transfer is made immediately 
                                before the date of such 
                                appointment; and
                                    (III) the term ``value'' 
                                means property, or satisfaction 
                                or securing of a present or 
                                antecedent debt of the covered 
                                financial company, but does not 
                                include an unperformed promise 
                                to furnish support to the 
                                covered financial company; and
                            (ii) subparagraph (B)--
                                    (I) the covered financial 
                                company is presumed to have 
                                been insolvent on and during 
                                the 90-day period immediately 
                                preceding the date of 
                                appointment of the Corporation 
                                as receiver; and
                                    (II) the term ``insolvent'' 
                                has the same meaning as in 
                                section 101(32) of the 
                                Bankruptcy Code.
            (12) Setoff.--
                    (A) Generally.--Except as otherwise 
                provided in this title, any right of a creditor 
                to offset a mutual debt owed by the creditor to 
                any covered financial company that arose before 
                the Corporation was appointed as receiver for 
                the covered financial company against a claim 
                of such creditor may be asserted if enforceable 
                under applicable noninsolvency law, except to 
                the extent that--
                            (i) the claim of the creditor 
                        against the covered financial company 
                        is disallowed;
                            (ii) the claim was transferred, by 
                        an entity other than the covered 
                        financial company, to the creditor--
                                    (I) after the Corporation 
                                was appointed as receiver of 
                                the covered financial company; 
                                or
                                    (II)(aa) after the 90-day 
                                period preceding the date on 
                                which the Corporation was 
                                appointed as receiver for the 
                                covered financial company; and
                                    (bb) while the covered 
                                financial company was insolvent 
                                (except for a setoff in 
                                connection with a qualified 
                                financial contract); or
                            (iii) the debt owed to the covered 
                        financial company was incurred by the 
                        covered financial company--
                                    (I) after the 90-day period 
                                preceding the date on which the 
                                Corporation was appointed as 
                                receiver for the covered 
                                financial company;
                                    (II) while the covered 
                                financial company was 
                                insolvent; and
                                    (III) for the purpose of 
                                obtaining a right of setoff 
                                against the covered financial 
                                company (except for a setoff in 
                                connection with a qualified 
                                financial contract).
                    (B) Insufficiency.--
                            (i) In general.--Except with 
                        respect to a setoff in connection with 
                        a qualified financial contract, if a 
                        creditor offsets a mutual debt owed to 
                        the covered financial company against a 
                        claim of the covered financial company 
                        on or within the 90-day period 
                        preceding the date on which the 
                        Corporation is appointed as receiver 
                        for the covered financial company, the 
                        Corporation may recover from the 
                        creditor the amount so offset, to the 
                        extent that any insufficiency on the 
                        date of such setoff is less than the 
                        insufficiency on the later of--
                                    (I) the date that is 90 
                                days before the date on which 
                                the Corporation is appointed as 
                                receiver for the covered 
                                financial company; or
                                    (II) the first day on which 
                                there is an insufficiency 
                                during the 90-day period 
                                preceding the date on which the 
                                Corporation is appointed as 
                                receiver for the covered 
                                financial company.
                            (ii) Definition of insufficiency.--
                        In this subparagraph, the term 
                        ``insufficiency'' means the amount, if 
                        any, by which a claim against the 
                        covered financial company exceeds a 
                        mutual debt owed to the covered 
                        financial company by the holder of such 
                        claim.
                    (C) Insolvency.--The term ``insolvent'' has 
                the same meaning as in section 101(32) of the 
                Bankruptcy Code.
                    (D) Presumption of insolvency.--For 
                purposes of this paragraph, the covered 
                financial company is presumed to have been 
                insolvent on and during the 90-day period 
                preceding the date of appointment of the 
                Corporation as receiver.
                    (E) Limitation.--Nothing in this paragraph 
                (12) shall be the basis for any right of setoff 
                where no such right exists under applicable 
                noninsolvency law.
                    (F) Priority claim.--Except as otherwise 
                provided in this title, the Corporation as 
                receiver for the covered financial company may 
                sell or transfer any assets free and clear of 
                the setoff rights of any party, except that 
                such party shall be entitled to a claim, 
                subordinate to the claims payable under 
                subparagraphs (A), (B), (C), and (D) of 
                subsection (b)(1), but senior to all other 
                unsecured liabilities defined in subsection 
                (b)(1)(E), in an amount equal to the value of 
                such setoff rights.
            (13) Attachment of assets and other injunctive 
        relief.--Subject to paragraph (14), any court of 
        competent jurisdiction may, at the request of the 
        Corporation as receiver for a covered financial 
        company, issue an order in accordance with Rule 65 of 
        the Federal Rules of Civil Procedure, including an 
        order placing the assets of any person designated by 
        the Corporation under the control of the court and 
        appointing a trustee to hold such assets.
            (14) Standards.--
                    (A) Showing.--Rule 65 of the Federal Rules 
                of Civil Procedure shall apply with respect to 
                any proceeding under paragraph (13), without 
                regard to the requirement that the applicant 
                show that the injury, loss, or damage is 
                irreparable and immediate.
                    (B) State proceeding.--If, in the case of 
                any proceeding in a State court, the court 
                determines that rules of civil procedure 
                available under the laws of the State provide 
                substantially similar protections of the right 
                of the parties to due process as provided under 
                Rule 65 (as modified with respect to such 
                proceeding by subparagraph (A)), the relief 
                sought by the Corporation pursuant to paragraph 
                (14) may be requested under the laws of such 
                State.
            (15) Treatment of claims arising from breach of 
        contracts executed by the corporation as receiver.--
        Notwithstanding any other provision of this title, any 
        final and non-appealable judgment for monetary damages 
        entered against the Corporation as receiver for a 
        covered financial company for the breach of an 
        agreement executed or approved by the Corporation after 
        the date of its appointment shall be paid as an 
        administrative expense of the receiver. Nothing in this 
        paragraph shall be construed to limit the power of a 
        receiver to exercise any rights under contract or law, 
        including to terminate, breach, cancel, or otherwise 
        discontinue such agreement.
            (16) Accounting and recordkeeping requirements.--
                    (A) In general.--The Corporation as 
                receiver for a covered financial company shall, 
                consistent with the accounting and reporting 
                practices and procedures established by the 
                Corporation, maintain a full accounting of each 
                receivership or other disposition of any 
                covered financial company.
                    (B) Annual accounting or report.--With 
                respect to each receivership to which the 
                Corporation is appointed, the Corporation shall 
                make an annual accounting or report, as 
                appropriate, available to the Secretary and the 
                Comptroller General of the United States.
                    (C) Availability of reports.--Any report 
                prepared pursuant to subparagraph (B) and 
                section 203(c)(3) shall be made available to 
                the public by the Corporation.
                    (D) Recordkeeping requirement.--
                            (i) In general.--The Corporation 
                        shall prescribe such regulations and 
                        establish such retention schedules as 
                        are necessary to maintain the documents 
                        and records of the Corporation 
                        generated in exercising the authorities 
                        of this title and the records of a 
                        covered financial company for which the 
                        Corporation is appointed receiver, with 
                        due regard for--
                                    (I) the avoidance of 
                                duplicative record retention; 
                                and
                                    (II) the expected 
                                evidentiary needs of the 
                                Corporation as receiver for a 
                                covered financial company and 
                                the public regarding the 
                                records of covered financial 
                                companies.
                            (ii) Retention of records.--Unless 
                        otherwise required by applicable 
                        Federal law or court order, the 
                        Corporation may not, at any time, 
                        destroy any records that are subject to 
                        clause (i).
                            (iii) Records defined.--As used in 
                        this subparagraph, the terms 
                        ``records'' and ``records of a covered 
                        financial company'' mean any document, 
                        book, paper, map, photograph, 
                        microfiche, microfilm, computer or 
                        electronically-created record generated 
                        or maintained by the covered financial 
                        company in the course of and necessary 
                        to its transaction of business.
    (b) Priority of Expenses and Unsecured Claims.--
            (1) In general.--Unsecured claims against a covered 
        financial company, or the Corporation as receiver for 
        such covered financial company under this section, that 
        are proven to the satisfaction of the receiver shall 
        have priority in the following order:
                    (A) Administrative expenses of the 
                receiver.
                    (B) Any amounts owed to the United States, 
                unless the United States agrees or consents 
                otherwise.
                    (C) Wages, salaries, or commissions, 
                including vacation, severance, and sick leave 
                pay earned by an individual (other than an 
                individual described in subparagraph (G)), but 
                only to the extent of $11,725 for each 
                individual (as indexed for inflation, by 
                regulation of the Corporation) earned not later 
                than 180 days before the date of appointment of 
                the Corporation as receiver.
                    (D) Contributions owed to employee benefit 
                plans arising from services rendered not later 
                than 180 days before the date of appointment of 
                the Corporation as receiver, to the extent of 
                the number of employees covered by each such 
                plan, multiplied by $11,725 (as indexed for 
                inflation, by regulation of the Corporation), 
                less the aggregate amount paid to such 
                employees under subparagraph (C), plus the 
                aggregate amount paid by the receivership on 
                behalf of such employees to any other employee 
                benefit plan.
                    (E) Any other general or senior liability 
                of the covered financial company (which is not 
                a liability described under subparagraph (F), 
                (G), or (H)).
                    (F) Any obligation subordinated to general 
                creditors (which is not an obligation described 
                under subparagraph (G) or (H)).
                    (G) Any wages, salaries, or commissions, 
                including vacation, severance, and sick leave 
                pay earned, owed to senior executives and 
                directors of the covered financial company.
                    (H) Any obligation to shareholders, 
                members, general partners, limited partners, or 
                other persons, with interests in the equity of 
                the covered financial company arising as a 
                result of their status as shareholders, 
                members, general partners, limited partners, or 
                other persons with interests in the equity of 
                the covered financial company.
            (2) Post-receivership financing priority.--In the 
        event that the Corporation, as receiver for a covered 
        financial company, is unable to obtain unsecured credit 
        for the covered financial company from commercial 
        sources, the Corporation as receiver may obtain credit 
        or incur debt on the part of the covered financial 
        company, which shall have priority over any or all 
        administrative expenses of the receiver under paragraph 
        (1)(A).
            (3) Claims of the united states.--Unsecured claims 
        of the United States shall, at a minimum, have a higher 
        priority than liabilities of the covered financial 
        company that count as regulatory capital.
            (4) Creditors similarly situated.--All claimants of 
        a covered financial company that are similarly situated 
        under paragraph (1) shall be treated in a similar 
        manner, except that the Corporation may take any action 
        (including making payments, subject to subsection 
        (o)(1)(D)(i)) that does not comply with this 
        subsection, if--
                    (A) the Corporation determines that such 
                action is necessary--
                            (i) to maximize the value of the 
                        assets of the covered financial 
                        company;
                            (ii) to initiate and continue 
                        operations essential to implementation 
                        of the receivership or any bridge 
                        financial company;
                            (iii) to maximize the present value 
                        return from the sale or other 
                        disposition of the assets of the 
                        covered financial company; or
                            (iv) to minimize the amount of any 
                        loss realized upon the sale or other 
                        disposition of the assets of the 
                        covered financial company; and
                    (B) all claimants that are similarly 
                situated under paragraph (1) receive not less 
                than the amount provided in paragraphs (2) and 
                (3) of subsection (d).
            (5) Secured claims unaffected.--This section shall 
        not affect secured claims or security entitlements in 
        respect of assets or property held by the covered 
        financial company, except to the extent that the 
        security is insufficient to satisfy the claim, and then 
        only with regard to the difference between the claim 
        and the amount realized from the security.
            (6) Priority of expenses and unsecured claims in 
        the orderly liquidation of sipc member.--Where the 
        Corporation is appointed as receiver for a covered 
        broker or dealer, unsecured claims against such covered 
        broker or dealer, or the Corporation as receiver for 
        such covered broker or dealer under this section, that 
        are proven to the satisfaction of the receiver under 
        section 205(e), shall have the priority prescribed in 
        paragraph (1), except that--
                    (A) SIPC shall be entitled to recover 
                administrative expenses incurred in performing 
                its responsibilities under section 205 on an 
                equal basis with the Corporation, in accordance 
                with paragraph (1)(A);
                    (B) the Corporation shall be entitled to 
                recover any amounts paid to customers or to 
                SIPC pursuant to section 205(f), in accordance 
                with paragraph (1)(B);
                    (C) SIPC shall be entitled to recover any 
                amounts paid out of the SIPC Fund to meet its 
                obligations under section 205 and under the 
                Securities Investor Protection Act of 1970 (15 
                U.S.C. 78aaa et seq.), which claim shall be 
                subordinate to the claims payable under 
                subparagraphs (A) and (B) of paragraph (1), but 
                senior to all other claims; and
                    (D) the Corporation may, after paying any 
                proven claims to customers under section 205 
                and the Securities Investor Protection Act of 
                1970 (15 U.S.C. 78aaa et seq.), and as provided 
                above, pay dividends on other proven claims, in 
                its discretion, and to the extent that funds 
                are available, in accordance with the 
                priorities set forth in paragraph (1).
    (c) Provisions Relating to Contracts Entered Into Before 
Appointment of Receiver.--
            (1) Authority to repudiate contracts.--In addition 
        to any other rights that a receiver may have, the 
        Corporation as receiver for any covered financial 
        company may disaffirm or repudiate any contract or 
        lease--
                    (A) to which the covered financial company 
                is a party;
                    (B) the performance of which the 
                Corporation as receiver, in the discretion of 
                the Corporation, determines to be burdensome; 
                and
                    (C) the disaffirmance or repudiation of 
                which the Corporation as receiver determines, 
                in the discretion of the Corporation, will 
                promote the orderly administration of the 
                affairs of the covered financial company.
            (2) Timing of repudiation.--The Corporation, as 
        receiver for any covered financial company, shall 
        determine whether or not to exercise the rights of 
        repudiation under this section within a reasonable 
        period of time.
            (3) Claims for damages for repudiation.--
                    (A) In general.--Except as provided in 
                paragraphs (4), (5), and (6) and in 
                subparagraphs (C), (D), and (E) of this 
                paragraph, the liability of the Corporation as 
                receiver for a covered financial company for 
                the disaffirmance or repudiation of any 
                contract pursuant to paragraph (1) shall be--
                            (i) limited to actual direct 
                        compensatory damages; and
                            (ii) determined as of--
                                    (I) the date of the 
                                appointment of the Corporation 
                                as receiver; or
                                    (II) in the case of any 
                                contract or agreement referred 
                                to in paragraph (8), the date 
                                of the disaffirmance or 
                                repudiation of such contract or 
                                agreement.
                    (B) No liability for other damages.--For 
                purposes of subparagraph (A), the term ``actual 
                direct compensatory damages'' does not 
                include--
                            (i) punitive or exemplary damages;
                            (ii) damages for lost profits or 
                        opportunity; or
                            (iii) damages for pain and 
                        suffering.
                    (C) Measure of damages for repudiation of 
                qualified financial contracts.--In the case of 
                any qualified financial contract or agreement 
                to which paragraph (8) applies, compensatory 
                damages shall be--
                            (i) deemed to include normal and 
                        reasonable costs of cover or other 
                        reasonable measures of damages utilized 
                        in the industries for such contract and 
                        agreement claims; and
                            (ii) paid in accordance with this 
                        paragraph and subsection (d), except as 
                        otherwise specifically provided in this 
                        subsection.
                    (D) Measure of damages for repudiation or 
                disaffirmance of debt obligation.--In the case 
                of any debt for borrowed money or evidenced by 
                a security, actual direct compensatory damages 
                shall be no less than the amount lent plus 
                accrued interest plus any accreted original 
                issue discount as of the date the Corporation 
                was appointed receiver of the covered financial 
                company and, to the extent that an allowed 
                secured claim is secured by property the value 
                of which is greater than the amount of such 
                claim and any accrued interest through the date 
                of repudiation or disaffirmance, such accrued 
                interest pursuant to paragraph (1).
                    (E) Measure of damages for repudiation or 
                disaffirmance of contingent obligation.--In the 
                case of any contingent obligation of a covered 
                financial company consisting of any obligation 
                under a guarantee, letter of credit, loan 
                commitment, or similar credit obligation, the 
                Corporation may, by rule or regulation, 
                prescribe that actual direct compensatory 
                damages shall be no less than the estimated 
                value of the claim as of the date the 
                Corporation was appointed receiver of the 
                covered financial company, as such value is 
                measured based on the likelihood that such 
                contingent claim would become fixed and the 
                probable magnitude thereof.
            (4) Leases under which the covered financial 
        company is the lessee.--
                    (A) In general.--If the Corporation as 
                receiver disaffirms or repudiates a lease under 
                which the covered financial company is the 
                lessee, the receiver shall not be liable for 
                any damages (other than damages determined 
                pursuant to subparagraph (B)) for the 
                disaffirmance or repudiation of such lease.
                    (B) Payments of rent.--Notwithstanding 
                subparagraph (A), the lessor under a lease to 
                which subparagraph (A) would otherwise apply 
                shall--
                            (i) be entitled to the contractual 
                        rent accruing before the later of the 
                        date on which--
                                    (I) the notice of 
                                disaffirmance or repudiation is 
                                mailed; or
                                    (II) the disaffirmance or 
                                repudiation becomes effective, 
                                unless the lessor is in default 
                                or breach of the terms of the 
                                lease;
                            (ii) have no claim for damages 
                        under any acceleration clause or other 
                        penalty provision in the lease; and
                            (iii) have a claim for any unpaid 
                        rent, subject to all appropriate 
                        offsets and defenses, due as of the 
                        date of the appointment which shall be 
                        paid in accordance with this paragraph 
                        and subsection (d).
            (5) Leases under which the covered financial 
        company is the lessor.--
                    (A) In general.--If the Corporation as 
                receiver for a covered financial company 
                repudiates an unexpired written lease of real 
                property of the covered financial company under 
                which the covered financial company is the 
                lessor and the lessee is not, as of the date of 
                such repudiation, in default, the lessee under 
                such lease may either--
                            (i) treat the lease as terminated 
                        by such repudiation; or
                            (ii) remain in possession of the 
                        leasehold interest for the balance of 
                        the term of the lease, unless the 
                        lessee defaults under the terms of the 
                        lease after the date of such 
                        repudiation.
                    (B) Provisions applicable to lessee 
                remaining in possession.--If any lessee under a 
                lease described in subparagraph (A) remains in 
                possession of a leasehold interest pursuant to 
                clause (ii) of subparagraph (A)--
                            (i) the lessee--
                                    (I) shall continue to pay 
                                the contractual rent pursuant 
                                to the terms of the lease after 
                                the date of the repudiation of 
                                such lease; and
                                    (II) may offset against any 
                                rent payment which accrues 
                                after the date of the 
                                repudiation of the lease, any 
                                damages which accrue after such 
                                date due to the nonperformance 
                                of any obligation of the 
                                covered financial company under 
                                the lease after such date; and
                            (ii) the Corporation as receiver 
                        shall not be liable to the lessee for 
                        any damages arising after such date as 
                        a result of the repudiation, other than 
                        the amount of any offset allowed under 
                        clause (i)(II).
            (6) Contracts for the sale of real property.--
                    (A) In general.--If the receiver repudiates 
                any contract (which meets the requirements of 
                subsection (a)(6)) for the sale of real 
                property, and the purchaser of such real 
                property under such contract is in possession 
                and is not, as of the date of such repudiation, 
                in default, such purchaser may either--
                            (i) treat the contract as 
                        terminated by such repudiation; or
                            (ii) remain in possession of such 
                        real property.
                    (B) Provisions applicable to purchaser 
                remaining in possession.--If any purchaser of 
                real property under any contract described in 
                subparagraph (A) remains in possession of such 
                property pursuant to clause (ii) of 
                subparagraph (A)--
                            (i) the purchaser--
                                    (I) shall continue to make 
                                all payments due under the 
                                contract after the date of the 
                                repudiation of the contract; 
                                and
                                    (II) may offset against any 
                                such payments any damages which 
                                accrue after such date due to 
                                the nonperformance (after such 
                                date) of any obligation of the 
                                covered financial company under 
                                the contract; and
                            (ii) the Corporation as receiver 
                        shall--
                                    (I) not be liable to the 
                                purchaser for any damages 
                                arising after such date as a 
                                result of the repudiation, 
                                other than the amount of any 
                                offset allowed under clause 
                                (i)(II);
                                    (II) deliver title to the 
                                purchaser in accordance with 
                                the provisions of the contract; 
                                and
                                    (III) have no obligation 
                                under the contract other than 
                                the performance required under 
                                subclause (II).
                    (C) Assignment and sale allowed.--
                            (i) In general.--No provision of 
                        this paragraph shall be construed as 
                        limiting the right of the Corporation 
                        as receiver to assign the contract 
                        described in subparagraph (A) and sell 
                        the property, subject to the contract 
                        and the provisions of this paragraph.
                            (ii) No liability after assignment 
                        and sale.--If an assignment and sale 
                        described in clause (i) is consummated, 
                        the Corporation as receiver shall have 
                        no further liability under the contract 
                        described in subparagraph (A) or with 
                        respect to the real property which was 
                        the subject of such contract.
            (7) Provisions applicable to service contracts.--
                    (A) Services performed before 
                appointment.--In the case of any contract for 
                services between any person and any covered 
                financial company for which the Corporation has 
                been appointed receiver, any claim of such 
                person for services performed before the date 
                of appointment shall be--
                            (i) a claim to be paid in 
                        accordance with subsections (a), (b), 
                        and (d); and
                            (ii) deemed to have arisen as of 
                        the date on which the receiver was 
                        appointed.
                    (B) Services performed after appointment 
                and prior to repudiation.--If, in the case of 
                any contract for services described in 
                subparagraph (A), the Corporation as receiver 
                accepts performance by the other person before 
                making any determination to exercise the right 
                of repudiation of such contract under this 
                section--
                            (i) the other party shall be paid 
                        under the terms of the contract for the 
                        services performed; and
                            (ii) the amount of such payment 
                        shall be treated as an administrative 
                        expense of the receivership.
                    (C) Acceptance of performance no bar to 
                subsequent repudiation.--The acceptance by the 
                Corporation as receiver for services referred 
                to in subparagraph (B) in connection with a 
                contract described in subparagraph (B) shall 
                not affect the right of the Corporation as 
                receiver to repudiate such contract under this 
                section at any time after such performance.
            (8) Certain qualified financial contracts.--
                    (A) Rights of parties to contracts.--
                Subject to subsection (a)(8) and paragraphs (9) 
                and (10) of this subsection, and 
                notwithstanding any other provision of this 
                section, any other provision of Federal law, or 
                the law of any State, no person shall be stayed 
                or prohibited from exercising--
                            (i) any right that such person has 
                        to cause the termination, liquidation, 
                        or acceleration of any qualified 
                        financial contract with a covered 
                        financial company which arises upon the 
                        date of appointment of the Corporation 
                        as receiver for such covered financial 
                        company or at any time after such 
                        appointment;
                            (ii) any right under any security 
                        agreement or arrangement or other 
                        credit enhancement related to one or 
                        more qualified financial contracts 
                        described in clause (i); or
                            (iii) any right to offset or net 
                        out any termination value, payment 
                        amount, or other transfer obligation 
                        arising under or in connection with 1 
                        or more contracts or agreements 
                        described in clause (i), including any 
                        master agreement for such contracts or 
                        agreements.
                    (B) Applicability of other provisions.--
                Subsection (a)(8) shall apply in the case of 
                any judicial action or proceeding brought 
                against the Corporation as receiver referred to 
                in subparagraph (A), or the subject covered 
                financial company, by any party to a contract 
                or agreement described in subparagraph (A)(i) 
                with such covered financial company.
                    (C) Certain transfers not avoidable.--
                            (i) In general.--Notwithstanding 
                        subsection (a)(11), (a)(12), or 
                        (c)(12), section 5242 of the Revised 
                        Statutes of the United States, or any 
                        other provision of Federal or State law 
                        relating to the avoidance of 
                        preferential or fraudulent transfers, 
                        the Corporation, whether acting as the 
                        Corporation or as receiver for a 
                        covered financial company, may not 
                        avoid any transfer of money or other 
                        property in connection with any 
                        qualified financial contract with a 
                        covered financial company.
                            (ii) Exception for certain 
                        transfers.--Clause (i) shall not apply 
                        to any transfer of money or other 
                        property in connection with any 
                        qualified financial contract with a 
                        covered financial company if the 
                        transferee had actual intent to hinder, 
                        delay, or defraud such company, the 
                        creditors of such company, or the 
                        Corporation as receiver appointed for 
                        such company.
                    (D) Certain contracts and agreements 
                defined.--For purposes of this subsection, the 
                following definitions shall apply:
                            (i) Qualified financial contract.--
                        The term ``qualified financial 
                        contract'' means any securities 
                        contract, commodity contract, forward 
                        contract, repurchase agreement, swap 
                        agreement, and any similar agreement 
                        that the Corporation determines by 
                        regulation, resolution, or order to be 
                        a qualified financial contract for 
                        purposes of this paragraph.
                            (ii) Securities contract.--The term 
                        ``securities contract''--
                                    (I) means a contract for 
                                the purchase, sale, or loan of 
                                a security, a certificate of 
                                deposit, a mortgage loan, any 
                                interest in a mortgage loan, a 
                                group or index of securities, 
                                certificates of deposit, or 
                                mortgage loans or interests 
                                therein (including any interest 
                                therein or based on the value 
                                thereof), or any option on any 
                                of the foregoing, including any 
                                option to purchase or sell any 
                                such security, certificate of 
                                deposit, mortgage loan, 
                                interest, group or index, or 
                                option, and including any 
                                repurchase or reverse 
                                repurchase transaction on any 
                                such security, certificate of 
                                deposit, mortgage loan, 
                                interest, group or index, or 
                                option (whether or not such 
                                repurchase or reverse 
                                repurchase transaction is a 
                                ``repurchase agreement'', as 
                                defined in clause (v));
                                    (II) does not include any 
                                purchase, sale, or repurchase 
                                obligation under a 
                                participation in a commercial 
                                mortgage loan unless the 
                                Corporation determines by 
                                regulation, resolution, or 
                                order to include any such 
                                agreement within the meaning of 
                                such term;
                                    (III) means any option 
                                entered into on a national 
                                securities exchange relating to 
                                foreign currencies;
                                    (IV) means the guarantee 
                                (including by novation) by or 
                                to any securities clearing 
                                agency of any settlement of 
                                cash, securities, certificates 
                                of deposit, mortgage loans or 
                                interests therein, group or 
                                index of securities, 
                                certificates of deposit or 
                                mortgage loans or interests 
                                therein (including any interest 
                                therein or based on the value 
                                thereof) or an option on any of 
                                the foregoing, including any 
                                option to purchase or sell any 
                                such security, certificate of 
                                deposit, mortgage loan, 
                                interest, group or index, or 
                                option (whether or not such 
                                settlement is in connection 
                                with any agreement or 
                                transaction referred to in 
                                subclauses (I) through (XII) 
                                (other than subclause (II)));
                                    (V) means any margin loan;
                                    (VI) means any extension of 
                                credit for the clearance or 
                                settlement of securities 
                                transactions;
                                    (VII) means any loan 
                                transaction coupled with a 
                                securities collar transaction, 
                                any prepaid securities forward 
                                transaction, or any total 
                                return swap transaction coupled 
                                with a securities sale 
                                transaction;
                                    (VIII) means any other 
                                agreement or transaction that 
                                is similar to any agreement or 
                                transaction referred to in this 
                                clause;
                                    (IX) means any combination 
                                of the agreements or 
                                transactions referred to in 
                                this clause;
                                    (X) means any option to 
                                enter into any agreement or 
                                transaction referred to in this 
                                clause;
                                    (XI) means a master 
                                agreement that provides for an 
                                agreement or transaction 
                                referred to in any of 
                                subclauses (I) through (X), 
                                other than subclause (II), 
                                together with all supplements 
                                to any such master agreement, 
                                without regard to whether the 
                                master agreement provides for 
                                an agreement or transaction 
                                that is not a securities 
                                contract under this clause, 
                                except that the master 
                                agreement shall be considered 
                                to be a securities contract 
                                under this clause only with 
                                respect to each agreement or 
                                transaction under the master 
                                agreement that is referred to 
                                in any of subclauses (I) 
                                through (X), other than 
                                subclause (II); and
                                    (XII) means any security 
                                agreement or arrangement or 
                                other credit enhancement 
                                related to any agreement or 
                                transaction referred to in this 
                                clause, including any guarantee 
                                or reimbursement obligation in 
                                connection with any agreement 
                                or transaction referred to in 
                                this clause.
                            (iii) Commodity contract.--The term 
                        ``commodity contract'' means--
                                    (I) with respect to a 
                                futures commission merchant, a 
                                contract for the purchase or 
                                sale of a commodity for future 
                                delivery on, or subject to the 
                                rules of, a contract market or 
                                board of trade;
                                    (II) with respect to a 
                                foreign futures commission 
                                merchant, a foreign future;
                                    (III) with respect to a 
                                leverage transaction merchant, 
                                a leverage transaction;
                                    (IV) with respect to a 
                                clearing organization, a 
                                contract for the purchase or 
                                sale of a commodity for future 
                                delivery on, or subject to the 
                                rules of, a contract market or 
                                board of trade that is cleared 
                                by such clearing organization, 
                                or commodity option traded on, 
                                or subject to the rules of, a 
                                contract market or board of 
                                trade that is cleared by such 
                                clearing organization;
                                    (V) with respect to a 
                                commodity options dealer, a 
                                commodity option;
                                    (VI) any other agreement or 
                                transaction that is similar to 
                                any agreement or transaction 
                                referred to in this clause;
                                    (VII) any combination of 
                                the agreements or transactions 
                                referred to in this clause;
                                    (VIII) any option to enter 
                                into any agreement or 
                                transaction referred to in this 
                                clause;
                                    (IX) a master agreement 
                                that provides for an agreement 
                                or transaction referred to in 
                                any of subclauses (I) through 
                                (VIII), together with all 
                                supplements to any such master 
                                agreement, without regard to 
                                whether the master agreement 
                                provides for an agreement or 
                                transaction that is not a 
                                commodity contract under this 
                                clause, except that the master 
                                agreement shall be considered 
                                to be a commodity contract 
                                under this clause only with 
                                respect to each agreement or 
                                transaction under the master 
                                agreement that is referred to 
                                in any of subclauses (I) 
                                through (VIII); or
                                    (X) any security agreement 
                                or arrangement or other credit 
                                enhancement related to any 
                                agreement or transaction 
                                referred to in this clause, 
                                including any guarantee or 
                                reimbursement obligation in 
                                connection with any agreement 
                                or transaction referred to in 
                                this clause.
                            (iv) Forward contract.--The term 
                        ``forward contract'' means--
                                    (I) a contract (other than 
                                a commodity contract) for the 
                                purchase, sale, or transfer of 
                                a commodity or any similar 
                                good, article, service, right, 
                                or interest which is presently 
                                or in the future becomes the 
                                subject of dealing in the 
                                forward contract trade, or 
                                product or byproduct thereof, 
                                with a maturity date that is 
                                more than 2 days after the date 
                                on which the contract is 
                                entered into, including a 
                                repurchase or reverse 
                                repurchase transaction (whether 
                                or not such repurchase or 
                                reverse repurchase transaction 
                                is a ``repurchase agreement'', 
                                as defined in clause (v)), 
                                consignment, lease, swap, hedge 
                                transaction, deposit, loan, 
                                option, allocated transaction, 
                                unallocated transaction, or any 
                                other similar agreement;
                                    (II) any combination of 
                                agreements or transactions 
                                referred to in subclauses (I) 
                                and (III);
                                    (III) any option to enter 
                                into any agreement or 
                                transaction referred to in 
                                subclause (I) or (II);
                                    (IV) a master agreement 
                                that provides for an agreement 
                                or transaction referred to in 
                                subclause (I), (II), or (III), 
                                together with all supplements 
                                to any such master agreement, 
                                without regard to whether the 
                                master agreement provides for 
                                an agreement or transaction 
                                that is not a forward contract 
                                under this clause, except that 
                                the master agreement shall be 
                                considered to be a forward 
                                contract under this clause only 
                                with respect to each agreement 
                                or transaction under the master 
                                agreement that is referred to 
                                in subclause (I), (II), or 
                                (III); or
                                    (V) any security agreement 
                                or arrangement or other credit 
                                enhancement related to any 
                                agreement or transaction 
                                referred to in subclause (I), 
                                (II), (III), or (IV), including 
                                any guarantee or reimbursement 
                                obligation in connection with 
                                any agreement or transaction 
                                referred to in any such 
                                subclause.
                            (v) Repurchase agreement.--The term 
                        ``repurchase agreement'' (which 
                        definition also applies to a reverse 
                        repurchase agreement)--
                                    (I) means an agreement, 
                                including related terms, which 
                                provides for the transfer of 
                                one or more certificates of 
                                deposit, mortgage related 
                                securities (as such term is 
                                defined in section 3 of the 
                                Securities Exchange Act of 
                                1934), mortgage loans, 
                                interests in mortgage-related 
                                securities or mortgage loans, 
                                eligible bankers' acceptances, 
                                qualified foreign government 
                                securities (which, for purposes 
                                of this clause, means a 
                                security that is a direct 
                                obligation of, or that is fully 
                                guaranteed by, the central 
                                government of a member of the 
                                Organization for Economic 
                                Cooperation and Development, as 
                                determined by regulation or 
                                order adopted by the Board of 
                                Governors), or securities that 
                                are direct obligations of, or 
                                that are fully guaranteed by, 
                                the United States or any agency 
                                of the United States against 
                                the transfer of funds by the 
                                transferee of such certificates 
                                of deposit, eligible bankers' 
                                acceptances, securities, 
                                mortgage loans, or interests 
                                with a simultaneous agreement 
                                by such transferee to transfer 
                                to the transferor thereof 
                                certificates of deposit, 
                                eligible bankers' acceptances, 
                                securities, mortgage loans, or 
                                interests as described above, 
                                at a date certain not later 
                                than 1 year after such 
                                transfers or on demand, against 
                                the transfer of funds, or any 
                                other similar agreement;
                                    (II) does not include any 
                                repurchase obligation under a 
                                participation in a commercial 
                                mortgage loan, unless the 
                                Corporation determines, by 
                                regulation, resolution, or 
                                order to include any such 
                                participation within the 
                                meaning of such term;
                                    (III) means any combination 
                                of agreements or transactions 
                                referred to in subclauses (I) 
                                and (IV);
                                    (IV) means any option to 
                                enter into any agreement or 
                                transaction referred to in 
                                subclause (I) or (III);
                                    (V) means a master 
                                agreement that provides for an 
                                agreement or transaction 
                                referred to in subclause (I), 
                                (III), or (IV), together with 
                                all supplements to any such 
                                master agreement, without 
                                regard to whether the master 
                                agreement provides for an 
                                agreement or transaction that 
                                is not a repurchase agreement 
                                under this clause, except that 
                                the master agreement shall be 
                                considered to be a repurchase 
                                agreement under this subclause 
                                only with respect to each 
                                agreement or transaction under 
                                the master agreement that is 
                                referred to in subclause (I), 
                                (III), or (IV); and
                                    (VI) means any security 
                                agreement or arrangement or 
                                other credit enhancement 
                                related to any agreement or 
                                transaction referred to in 
                                subclause (I), (III), (IV), or 
                                (V), including any guarantee or 
                                reimbursement obligation in 
                                connection with any agreement 
                                or transaction referred to in 
                                any such subclause.
                            (vi) Swap agreement.--The term 
                        ``swap agreement'' means--
                                    (I) any agreement, 
                                including the terms and 
                                conditions incorporated by 
                                reference in any such 
                                agreement, which is an interest 
                                rate swap, option, future, or 
                                forward agreement, including a 
                                rate floor, rate cap, rate 
                                collar, cross-currency rate 
                                swap, and basis swap; a spot, 
                                same day-tomorrow, tomorrow-
                                next, forward, or other foreign 
                                exchange, precious metals, or 
                                other commodity agreement; a 
                                currency swap, option, future, 
                                or forward agreement; an equity 
                                index or equity swap, option, 
                                future, or forward agreement; a 
                                debt index or debt swap, 
                                option, future, or forward 
                                agreement; a total return, 
                                credit spread or credit swap, 
                                option, future, or forward 
                                agreement; a commodity index or 
                                commodity swap, option, future, 
                                or forward agreement; weather 
                                swap, option, future, or 
                                forward agreement; an emissions 
                                swap, option, future, or 
                                forward agreement; or an 
                                inflation swap, option, future, 
                                or forward agreement;
                                    (II) any agreement or 
                                transaction that is similar to 
                                any other agreement or 
                                transaction referred to in this 
                                clause and that is of a type 
                                that has been, is presently, or 
                                in the future becomes, the 
                                subject of recurrent dealings 
                                in the swap or other 
                                derivatives markets (including 
                                terms and conditions 
                                incorporated by reference in 
                                such agreement) and that is a 
                                forward, swap, future, option, 
                                or spot transaction on one or 
                                more rates, currencies, 
                                commodities, equity securities 
                                or other equity instruments, 
                                debt securities or other debt 
                                instruments, quantitative 
                                measures associated with an 
                                occurrence, extent of an 
                                occurrence, or contingency 
                                associated with a financial, 
                                commercial, or economic 
                                consequence, or economic or 
                                financial indices or measures 
                                of economic or financial risk 
                                or value;
                                    (III) any combination of 
                                agreements or transactions 
                                referred to in this clause;
                                    (IV) any option to enter 
                                into any agreement or 
                                transaction referred to in this 
                                clause;
                                    (V) a master agreement that 
                                provides for an agreement or 
                                transaction referred to in 
                                subclause (I), (II), (III), or 
                                (IV), together with all 
                                supplements to any such master 
                                agreement, without regard to 
                                whether the master agreement 
                                contains an agreement or 
                                transaction that is not a swap 
                                agreement under this clause, 
                                except that the master 
                                agreement shall be considered 
                                to be a swap agreement under 
                                this clause only with respect 
                                to each agreement or 
                                transaction under the master 
                                agreement that is referred to 
                                in subclause (I), (II), (III), 
                                or (IV); and
                                    (VI) any security agreement 
                                or arrangement or other credit 
                                enhancement related to any 
                                agreement or transaction 
                                referred to in any of 
                                subclauses (I) through (V), 
                                including any guarantee or 
                                reimbursement obligation in 
                                connection with any agreement 
                                or transaction referred to in 
                                any such clause.
                            (vii) Definitions relating to 
                        default.--When used in this paragraph 
                        and paragraphs (9) and (10)--
                                    (I) the term ``default'' 
                                means, with respect to a 
                                covered financial company, any 
                                adjudication or other official 
                                decision by any court of 
                                competent jurisdiction, or 
                                other public authority pursuant 
                                to which the Corporation has 
                                been appointed receiver; and
                                    (II) the term ``in danger 
                                of default'' means a covered 
                                financial company with respect 
                                to which the Corporation or 
                                appropriate State authority has 
                                determined that--
                                            (aa) in the opinion 
                                        of the Corporation or 
                                        such authority--
                                                    (AA) the 
                                                covered 
                                                financial 
                                                company is not 
                                                likely to be 
                                                able to pay its 
                                                obligations in 
                                                the normal 
                                                course of 
                                                business; and
                                                    (BB) there 
                                                is no 
                                                reasonable 
                                                prospect that 
                                                the covered 
                                                financial 
                                                company will be 
                                                able to pay 
                                                such 
                                                obligations 
                                                without Federal 
                                                assistance; or
                                            (bb) in the opinion 
                                        of the Corporation or 
                                        such authority--
                                                    (AA) the 
                                                covered 
                                                financial 
                                                company has 
                                                incurred or is 
                                                likely to incur 
                                                losses that 
                                                will deplete 
                                                all or 
                                                substantially 
                                                all of its 
                                                capital; and
                                                    (BB) there 
                                                is no 
                                                reasonable 
                                                prospect that 
                                                the capital 
                                                will be 
                                                replenished 
                                                without Federal 
                                                assistance.
                            (viii) Treatment of master 
                        agreement as one agreement.--Any master 
                        agreement for any contract or agreement 
                        described in any of clauses (i) through 
                        (vi) (or any master agreement for such 
                        master agreement or agreements), 
                        together with all supplements to such 
                        master agreement, shall be treated as a 
                        single agreement and a single qualified 
                        financial contact. If a master 
                        agreement contains provisions relating 
                        to agreements or transactions that are 
                        not themselves qualified financial 
                        contracts, the master agreement shall 
                        be deemed to be a qualified financial 
                        contract only with respect to those 
                        transactions that are themselves 
                        qualified financial contracts.
                            (ix) Transfer.--The term 
                        ``transfer'' means every mode, direct 
                        or indirect, absolute or conditional, 
                        voluntary or involuntary, of disposing 
                        of or parting with property or with an 
                        interest in property, including 
                        retention of title as a security 
                        interest and foreclosure of the equity 
                        of redemption of the covered financial 
                        company.
                            (x) Person.--The term ``person'' 
                        includes any governmental entity in 
                        addition to any entity included in the 
                        definition of such term in section 1, 
                        title 1, United States Code.
                    (E) Clarification.--No provision of law 
                shall be construed as limiting the right or 
                power of the Corporation, or authorizing any 
                court or agency to limit or delay, in any 
                manner, the right or power of the Corporation 
                to transfer any qualified financial contract or 
                to disaffirm or repudiate any such contract in 
                accordance with this subsection.
                    (F) Walkaway clauses not effective.--
                            (i) In general.--Notwithstanding 
                        the provisions of subparagraph (A) of 
                        this paragraph and sections 403 and 404 
                        of the Federal Deposit Insurance 
                        Corporation Improvement Act of 1991, no 
                        walkaway clause shall be enforceable in 
                        a qualified financial contract of a 
                        covered financial company in default.
                            (ii) Limited suspension of certain 
                        obligations.--In the case of a 
                        qualified financial contract referred 
                        to in clause (i), any payment or 
                        delivery obligations otherwise due from 
                        a party pursuant to the qualified 
                        financial contract shall be suspended 
                        from the time at which the Corporation 
                        is appointed as receiver until the 
                        earlier of--
                                    (I) the time at which such 
                                party receives notice that such 
                                contract has been transferred 
                                pursuant to paragraph (10)(A); 
                                or
                                    (II) 5:00 p.m. (eastern 
                                time) on the business day 
                                following the date of the 
                                appointment of the Corporation 
                                as receiver.
                            (iii) Walkaway clause defined.--For 
                        purposes of this subparagraph, the term 
                        ``walkaway clause'' means any provision 
                        in a qualified financial contract that 
                        suspends, conditions, or extinguishes a 
                        payment obligation of a party, in whole 
                        or in part, or does not create a 
                        payment obligation of a party that 
                        would otherwise exist, solely because 
                        of the status of such party as a 
                        nondefaulting party in connection with 
                        the insolvency of a covered financial 
                        company that is a party to the contract 
                        or the appointment of or the exercise 
                        of rights or powers by the Corporation 
                        as receiver for such covered financial 
                        company, and not as a result of the 
                        exercise by a party of any right to 
                        offset, setoff, or net obligations that 
                        exist under the contract, any other 
                        contract between those parties, or 
                        applicable law.
                    (G) Certain obligations to clearing 
                organizations.--In the event that the 
                Corporation has been appointed as receiver for 
                a covered financial company which is a party to 
                any qualified financial contract cleared by or 
                subject to the rules of a clearing organization 
                (as defined in paragraph (9)(D)), the receiver 
                shall use its best efforts to meet all margin, 
                collateral, and settlement obligations of the 
                covered financial company that arise under 
                qualified financial contracts (other than any 
                margin, collateral, or settlement obligation 
                that is not enforceable against the receiver 
                under paragraph (8)(F)(i) or paragraph 
                (10)(B)), as required by the rules of the 
                clearing organization when due. Notwithstanding 
                any other provision of this title, if the 
                receiver fails to satisfy any such margin, 
                collateral, or settlement obligations under the 
                rules of the clearing organization, the 
                clearing organization shall have the immediate 
                right to exercise, and shall not be stayed from 
                exercising, all of its rights and remedies 
                under its rules and applicable law with respect 
                to any qualified financial contract of the 
                covered financial company, including, without 
                limitation, the right to liquidate all 
                positions and collateral of such covered 
                financial company under the company's qualified 
                financial contracts, and suspend or cease to 
                act for such covered financial company, all in 
                accordance with the rules of the clearing 
                organization.
                    (H) Recordkeeping.--
                            (i) Joint rulemaking.--The Federal 
                        primary financial regulatory agencies 
                        shall jointly prescribe regulations 
                        requiring that financial companies 
                        maintain such records with respect to 
                        qualified financial contracts 
                        (including market valuations) that the 
                        Federal primary financial regulatory 
                        agencies determine to be necessary or 
                        appropriate in order to assist the 
                        Corporation as receiver for a covered 
                        financial company in being able to 
                        exercise its rights and fulfill its 
                        obligations under this paragraph or 
                        paragraph (9) or (10).
                            (ii) Time frame.--The Federal 
                        primary financial regulatory agencies 
                        shall prescribe joint final or interim 
                        final regulations not later than 24 
                        months after the date of enactment of 
                        this Act.
                            (iii) Back-up rulemaking 
                        authority.--If the Federal primary 
                        financial regulatory agencies do not 
                        prescribe joint final or interim final 
                        regulations within the time frame in 
                        clause (ii), the Chairperson of the 
                        Council shall prescribe, in 
                        consultation with the Corporation, the 
                        regulations required by clause (i).
                            (iv) Categorization and tiering.--
                        The joint regulations prescribed under 
                        clause (i) shall, as appropriate, 
                        differentiate among financial companies 
                        by taking into consideration their 
                        size, risk, complexity, leverage, 
                        frequency and dollar amount of 
                        qualified financial contracts, 
                        interconnectedness to the financial 
                        system, and any other factors deemed 
                        appropriate.
            (9) Transfer of qualified financial contracts.--
                    (A) In general.--In making any transfer of 
                assets or liabilities of a covered financial 
                company in default, which includes any 
                qualified financial contract, the Corporation 
                as receiver for such covered financial company 
                shall either--
                            (i) transfer to one financial 
                        institution, other than a financial 
                        institution for which a conservator, 
                        receiver, trustee in bankruptcy, or 
                        other legal custodian has been 
                        appointed or which is otherwise the 
                        subject of a bankruptcy or insolvency 
                        proceeding--
                                    (I) all qualified financial 
                                contracts between any person or 
                                any affiliate of such person 
                                and the covered financial 
                                company in default;
                                    (II) all claims of such 
                                person or any affiliate of such 
                                person against such covered 
                                financial company under any 
                                such contract (other than any 
                                claim which, under the terms of 
                                any such contract, is 
                                subordinated to the claims of 
                                general unsecured creditors of 
                                such company);
                                    (III) all claims of such 
                                covered financial company 
                                against such person or any 
                                affiliate of such person under 
                                any such contract; and
                                    (IV) all property securing 
                                or any other credit enhancement 
                                for any contract described in 
                                subclause (I) or any claim 
                                described in subclause (II) or 
                                (III) under any such contract; 
                                or
                            (ii) transfer none of the qualified 
                        financial contracts, claims, property 
                        or other credit enhancement referred to 
                        in clause (i) (with respect to such 
                        person and any affiliate of such 
                        person).
                    (B) Transfer to foreign bank, financial 
                institution, or branch or agency thereof.--In 
                transferring any qualified financial contracts 
                and related claims and property under 
                subparagraph (A)(i), the Corporation as 
                receiver for the covered financial company 
                shall not make such transfer to a foreign bank, 
                financial institution organized under the laws 
                of a foreign country, or a branch or agency of 
                a foreign bank or financial institution unless, 
                under the law applicable to such bank, 
                financial institution, branch or agency, to the 
                qualified financial contracts, and to any 
                netting contract, any security agreement or 
                arrangement or other credit enhancement related 
                to one or more qualified financial contracts, 
                the contractual rights of the parties to such 
                qualified financial contracts, netting 
                contracts, security agreements or arrangements, 
                or other credit enhancements are enforceable 
                substantially to the same extent as permitted 
                under this section.
                    (C) Transfer of contracts subject to the 
                rules of a clearing organization.--In the event 
                that the Corporation as receiver for a 
                financial institution transfers any qualified 
                financial contract and related claims, 
                property, or credit enhancement pursuant to 
                subparagraph (A)(i) and such contract is 
                cleared by or subject to the rules of a 
                clearing organization, the clearing 
                organization shall not be required to accept 
                the transferee as a member by virtue of the 
                transfer.
                    (D) Definitions.--For purposes of this 
                paragraph--
                            (i) the term ``financial 
                        institution'' means a broker or dealer, 
                        a depository institution, a futures 
                        commission merchant, a bridge financial 
                        company, or any other institution 
                        determined by the Corporation, by 
                        regulation, to be a financial 
                        institution; and
                            (ii) the term ``clearing 
                        organization'' has the same meaning as 
                        in section 402 of the Federal Deposit 
                        Insurance Corporation Improvement Act 
                        of 1991.
            (10) Notification of transfer.--
                    (A) In general.--
                            (i) Notice.--The Corporation shall 
                        provide notice in accordance with 
                        clause (ii), if--
                                    (I) the Corporation as 
                                receiver for a covered 
                                financial company in default or 
                                in danger of default transfers 
                                any assets or liabilities of 
                                the covered financial company; 
                                and
                                    (II) the transfer includes 
                                any qualified financial 
                                contract.
                            (ii) Timing.--The Corporation as 
                        receiver for a covered financial 
                        company shall notify any person who is 
                        a party to any contract described in 
                        clause (i) of such transfer not later 
                        than 5:00 p.m. (eastern time) on the 
                        business day following the date of the 
                        appointment of the Corporation as 
                        receiver.
                    (B) Certain rights not enforceable.--
                            (i) Receivership.--A person who is 
                        a party to a qualified financial 
                        contract with a covered financial 
                        company may not exercise any right that 
                        such person has to terminate, 
                        liquidate, or net such contract under 
                        paragraph (8)(A) solely by reason of or 
                        incidental to the appointment under 
                        this section of the Corporation as 
                        receiver for the covered financial 
                        company (or the insolvency or financial 
                        condition of the covered financial 
                        company for which the Corporation has 
                        been appointed as receiver)--
                                    (I) until 5:00 p.m. 
                                (eastern time) on the business 
                                day following the date of the 
                                appointment; or
                                    (II) after the person has 
                                received notice that the 
                                contract has been transferred 
                                pursuant to paragraph (9)(A).
                            (ii) Notice.--For purposes of this 
                        paragraph, the Corporation as receiver 
                        for a covered financial company shall 
                        be deemed to have notified a person who 
                        is a party to a qualified financial 
                        contract with such covered financial 
                        company, if the Corporation has taken 
                        steps reasonably calculated to provide 
                        notice to such person by the time 
                        specified in subparagraph (A).
                    (C) Treatment of bridge financial 
                company.--For purposes of paragraph (9), a 
                bridge financial company shall not be 
                considered to be a financial institution for 
                which a conservator, receiver, trustee in 
                bankruptcy, or other legal custodian has been 
                appointed, or which is otherwise the subject of 
                a bankruptcy or insolvency proceeding.
                    (D) Business day defined.--For purposes of 
                this paragraph, the term ``business day'' means 
                any day other than any Saturday, Sunday, or any 
                day on which either the New York Stock Exchange 
                or the Federal Reserve Bank of New York is 
                closed.
            (11) Disaffirmance or repudiation of qualified 
        financial contracts.--In exercising the rights of 
        disaffirmance or repudiation of the Corporation as 
        receiver with respect to any qualified financial 
        contract to which a covered financial company is a 
        party, the Corporation shall either--
                    (A) disaffirm or repudiate all qualified 
                financial contracts between--
                            (i) any person or any affiliate of 
                        such person; and
                            (ii) the covered financial company 
                        in default; or
                    (B) disaffirm or repudiate none of the 
                qualified financial contracts referred to in 
                subparagraph (A) (with respect to such person 
                or any affiliate of such person).
            (12) Certain security and customer interests not 
        avoidable.--No provision of this subsection shall be 
        construed as permitting the avoidance of any--
                    (A) legally enforceable or perfected 
                security interest in any of the assets of any 
                covered financial company, except in accordance 
                with subsection (a)(11); or
                    (B) legally enforceable interest in 
                customer property, security entitlements in 
                respect of assets or property held by the 
                covered financial company for any security 
                entitlement holder.
            (13) Authority to enforce contracts.--
                    (A) In general.--The Corporation, as 
                receiver for a covered financial company, may 
                enforce any contract, other than a liability 
                insurance contract of a director or officer, a 
                financial institution bond entered into by the 
                covered financial company, notwithstanding any 
                provision of the contract providing for 
                termination, default, acceleration, or exercise 
                of rights upon, or solely by reason of, 
                insolvency, the appointment of or the exercise 
                of rights or powers by the Corporation as 
                receiver, the filing of the petition pursuant 
                to section 202(a)(1), or the issuance of the 
                recommendations or determination, or any 
                actions or events occurring in connection 
                therewith or as a result thereof, pursuant to 
                section 203.
                    (B) Certain rights not affected.--No 
                provision of this paragraph may be construed as 
                impairing or affecting any right of the 
                Corporation as receiver to enforce or recover 
                under a liability insurance contract of a 
                director or officer or financial institution 
                bond under other applicable law.
                    (C) Consent requirement and ipso facto 
                clauses.--
                            (i) In general.--Except as 
                        otherwise provided by this section, no 
                        person may exercise any right or power 
                        to terminate, accelerate, or declare a 
                        default under any contract to which the 
                        covered financial company is a party 
                        (and no provision in any such contract 
                        providing for such default, 
                        termination, or acceleration shall be 
                        enforceable), or to obtain possession 
                        of or exercise control over any 
                        property of the covered financial 
                        company or affect any contractual 
                        rights of the covered financial 
                        company, without the consent of the 
                        Corporation as receiver for the covered 
                        financial company during the 90 day 
                        period beginning from the appointment 
                        of the Corporation as receiver.
                            (ii) Exceptions.--No provision of 
                        this subparagraph shall apply to a 
                        director or officer liability insurance 
                        contract or a financial institution 
                        bond, to the rights of parties to 
                        certain qualified financial contracts 
                        pursuant to paragraph (8), or to the 
                        rights of parties to netting contracts 
                        pursuant to subtitle A of title IV of 
                        the Federal Deposit Insurance 
                        Corporation Improvement Act of 1991 (12 
                        U.S.C. 4401 et seq.), or shall be 
                        construed as permitting the Corporation 
                        as receiver to fail to comply with 
                        otherwise enforceable provisions of 
                        such contract.
                    (D) Contracts to extend credit.--
                Notwithstanding any other provision in this 
                title, if the Corporation as receiver enforces 
                any contract to extend credit to the covered 
                financial company or bridge financial company, 
                any valid and enforceable obligation to repay 
                such debt shall be paid by the Corporation as 
                receiver, as an administrative expense of the 
                receivership.
            (14) Exception for federal reserve banks and 
        corporation security interest.--No provision of this 
        subsection shall apply with respect to--
                    (A) any extension of credit from any 
                Federal reserve bank or the Corporation to any 
                covered financial company; or
                    (B) any security interest in the assets of 
                the covered financial company securing any such 
                extension of credit.
            (15) Savings clause.--The meanings of terms used in 
        this subsection are applicable for purposes of this 
        subsection only, and shall not be construed or applied 
        so as to challenge or affect the characterization, 
        definition, or treatment of any similar terms under any 
        other statute, regulation, or rule, including the 
        Gramm-Leach-Bliley Act, the Legal Certainty for Bank 
        Products Act of 2000, the securities laws (as that term 
        is defined in section 3(a)(47) of the Securities 
        Exchange Act of 1934), and the Commodity Exchange Act.
            (16) Enforcement of contracts guaranteed by the 
        covered financial company.--
                    (A) In general.--The Corporation, as 
                receiver for a covered financial company or as 
                receiver for a subsidiary of a covered 
                financial company (including an insured 
                depository institution) shall have the power to 
                enforce contracts of subsidiaries or affiliates 
                of the covered financial company, the 
                obligations under which are guaranteed or 
                otherwise supported by or linked to the covered 
                financial company, notwithstanding any 
                contractual right to cause the termination, 
                liquidation, or acceleration of such contracts 
                based solely on the insolvency, financial 
                condition, or receivership of the covered 
                financial company, if--
                            (i) such guaranty or other support 
                        and all related assets and liabilities 
                        are transferred to and assumed by a 
                        bridge financial company or a third 
                        party (other than a third party for 
                        which a conservator, receiver, trustee 
                        in bankruptcy, or other legal custodian 
                        has been appointed, or which is 
                        otherwise the subject of a bankruptcy 
                        or insolvency proceeding) within the 
                        same period of time as the Corporation 
                        is entitled to transfer the qualified 
                        financial contracts of such covered 
                        financial company; or
                            (ii) the Corporation, as receiver, 
                        otherwise provides adequate protection 
                        with respect to such obligations.
                    (B) Rule of construction.--For purposes of 
                this paragraph, a bridge financial company 
                shall not be considered to be a third party for 
                which a conservator, receiver, trustee in 
                bankruptcy, or other legal custodian has been 
                appointed, or which is otherwise the subject of 
                a bankruptcy or insolvency proceeding.
    (d) Valuation of Claims in Default.--
            (1) In general.--Notwithstanding any other 
        provision of Federal law or the law of any State, and 
        regardless of the method utilized by the Corporation 
        for a covered financial company, including transactions 
        authorized under subsection (h), this subsection shall 
        govern the rights of the creditors of any such covered 
        financial company.
            (2) Maximum liability.--The maximum liability of 
        the Corporation, acting as receiver for a covered 
        financial company or in any other capacity, to any 
        person having a claim against the Corporation as 
        receiver or the covered financial company for which the 
        Corporation is appointed shall equal the amount that 
        such claimant would have received if--
                    (A) the Corporation had not been appointed 
                receiver with respect to the covered financial 
                company; and
                    (B) the covered financial company had been 
                liquidated under chapter 7 of the Bankruptcy 
                Code, or any similar provision of State 
                insolvency law applicable to the covered 
                financial company.
            (3) Special provision for orderly liquidation by 
        sipc.--The maximum liability of the Corporation, acting 
        as receiver or in its corporate capacity for any 
        covered broker or dealer to any customer of such 
        covered broker or dealer, with respect to customer 
        property of such customer, shall be--
                    (A) equal to the amount that such customer 
                would have received with respect to such 
                customer property in a case initiated by SIPC 
                under the Securities Investor Protection Act of 
                1970 (15 U.S.C. 78aaa et seq.); and
                    (B) determined as of the close of business 
                on the date on which the Corporation is 
                appointed as receiver.
            (4) Additional payments authorized.--
                    (A) In general.--Subject to subsection 
                (o)(1)(D)(i), the Corporation, with the 
                approval of the Secretary, may make additional 
                payments or credit additional amounts to or 
                with respect to or for the account of any 
                claimant or category of claimants of the 
                covered financial company, if the Corporation 
                determines that such payments or credits are 
                necessary or appropriate to minimize losses to 
                the Corporation as receiver from the orderly 
                liquidation of the covered financial company 
                under this section.
                    (B) Limitations.--
                            (i) Prohibition.--The Corporation 
                        shall not make any payments or credit 
                        amounts to any claimant or category of 
                        claimants that would result in any 
                        claimant receiving more than the face 
                        value amount of any claim that is 
                        proven to the satisfaction of the 
                        Corporation.
                            (ii) No obligation.--
                        Notwithstanding any other provision of 
                        Federal or State law, or the 
                        Constitution of any State, the 
                        Corporation shall not be obligated, as 
                        a result of having made any payment 
                        under subparagraph (A) or credited any 
                        amount described in subparagraph (A) to 
                        or with respect to, or for the account, 
                        of any claimant or category of 
                        claimants, to make payments to any 
                        other claimant or category of 
                        claimants.
                    (C) Manner of payment.--The Corporation may 
                make payments or credit amounts under 
                subparagraph (A) directly to the claimants or 
                may make such payments or credit such amounts 
                to a company other than a covered financial 
                company or a bridge financial company 
                established with respect thereto in order to 
                induce such other company to accept liability 
                for such claims.
    (e) Limitation on Court Action.--Except as provided in this 
title, no court may take any action to restrain or affect the 
exercise of powers or functions of the receiver hereunder, and 
any remedy against the Corporation or receiver shall be limited 
to money damages determined in accordance with this title.
    (f) Liability of Directors and Officers.--
            (1) In general.--A director or officer of a covered 
        financial company may be held personally liable for 
        monetary damages in any civil action described in 
        paragraph (2) by, on behalf of, or at the request or 
        direction of the Corporation, which action is 
        prosecuted wholly or partially for the benefit of the 
        Corporation--
                    (A) acting as receiver for such covered 
                financial company;
                    (B) acting based upon a suit, claim, or 
                cause of action purchased from, assigned by, or 
                otherwise conveyed by the Corporation as 
                receiver; or
                    (C) acting based upon a suit, claim, or 
                cause of action purchased from, assigned by, or 
                otherwise conveyed in whole or in part by a 
                covered financial company or its affiliate in 
                connection with assistance provided under this 
                title.
            (2) Actions covered.--Paragraph (1) shall apply 
        with respect to actions for gross negligence, including 
        any similar conduct or conduct that demonstrates a 
        greater disregard of a duty of care (than gross 
        negligence) including intentional tortious conduct, as 
        such terms are defined and determined under applicable 
        State law.
            (3) Savings clause.--Nothing in this subsection 
        shall impair or affect any right of the Corporation 
        under other applicable law.
    (g) Damages.--In any proceeding related to any claim 
against a director, officer, employee, agent, attorney, 
accountant, or appraiser of a covered financial company, or any 
other party employed by or providing services to a covered 
financial company, recoverable damages determined to result 
from the improvident or otherwise improper use or investment of 
any assets of the covered financial company shall include 
principal losses and appropriate interest.
    (h) Bridge Financial Companies.--
            (1) Organization.--
                    (A) Purpose.--The Corporation, as receiver 
                for one or more covered financial companies or 
                in anticipation of being appointed receiver for 
                one or more covered financial companies, may 
                organize one or more bridge financial companies 
                in accordance with this subsection.
                    (B) Authorities.--Upon the creation of a 
                bridge financial company under subparagraph (A) 
                with respect to a covered financial company, 
                such bridge financial company may--
                            (i) assume such liabilities 
                        (including liabilities associated with 
                        any trust or custody business, but 
                        excluding any liabilities that count as 
                        regulatory capital) of such covered 
                        financial company as the Corporation 
                        may, in its discretion, determine to be 
                        appropriate;
                            (ii) purchase such assets 
                        (including assets associated with any 
                        trust or custody business) of such 
                        covered financial company as the 
                        Corporation may, in its discretion, 
                        determine to be appropriate; and
                            (iii) perform any other temporary 
                        function which the Corporation may, in 
                        its discretion, prescribe in accordance 
                        with this section.
            (2) Charter and establishment.--
                    (A) Establishment.--Except as provided in 
                subparagraph (H), where the covered financial 
                company is a covered broker or dealer, the 
                Corporation, as receiver for a covered 
                financial company, may grant a Federal charter 
                to and approve articles of association for one 
                or more bridge financial company or companies, 
                with respect to such covered financial company 
                which shall, by operation of law and 
                immediately upon issuance of its charter and 
                approval of its articles of association, be 
                established and operate in accordance with, and 
                subject to, such charter, articles, and this 
                section.
                    (B) Management.--Upon its establishment, a 
                bridge financial company shall be under the 
                management of a board of directors appointed by 
                the Corporation.
                    (C) Articles of association.--The articles 
                of association and organization certificate of 
                a bridge financial company shall have such 
                terms as the Corporation may provide, and shall 
                be executed by such representatives as the 
                Corporation may designate.
                    (D) Terms of charter; rights and 
                privileges.--Subject to and in accordance with 
                the provisions of this subsection, the 
                Corporation shall--
                            (i) establish the terms of the 
                        charter of a bridge financial company 
                        and the rights, powers, authorities, 
                        and privileges of a bridge financial 
                        company granted by the charter or as an 
                        incident thereto; and
                            (ii) provide for, and establish the 
                        terms and conditions governing, the 
                        management (including the bylaws and 
                        the number of directors of the board of 
                        directors) and operations of the bridge 
                        financial company.
                    (E) Transfer of rights and privileges of 
                covered financial company.--
                            (i) In general.--Notwithstanding 
                        any other provision of Federal or State 
                        law, the Corporation may provide for a 
                        bridge financial company to succeed to 
                        and assume any rights, powers, 
                        authorities, or privileges of the 
                        covered financial company with respect 
                        to which the bridge financial company 
                        was established and, upon such 
                        determination by the Corporation, the 
                        bridge financial company shall 
                        immediately and by operation of law 
                        succeed to and assume such rights, 
                        powers, authorities, and privileges.
                            (ii) Effective without approval.--
                        Any succession to or assumption by a 
                        bridge financial company of rights, 
                        powers, authorities, or privileges of a 
                        covered financial company under clause 
                        (i) or otherwise shall be effective 
                        without any further approval under 
                        Federal or State law, assignment, or 
                        consent with respect thereto.
                    (F) Corporate governance and election and 
                designation of body of law.--To the extent 
                permitted by the Corporation and consistent 
                with this section and any rules, regulations, 
                or directives issued by the Corporation under 
                this section, a bridge financial company may 
                elect to follow the corporate governance 
                practices and procedures that are applicable to 
                a corporation incorporated under the general 
                corporation law of the State of Delaware, or 
                the State of incorporation or organization of 
                the covered financial company with respect to 
                which the bridge financial company was 
                established, as such law may be amended from 
                time to time.
                    (G) Capital.--
                            (i) Capital not required.--
                        Notwithstanding any other provision of 
                        Federal or State law, a bridge 
                        financial company may, if permitted by 
                        the Corporation, operate without any 
                        capital or surplus, or with such 
                        capital or surplus as the Corporation 
                        may in its discretion determine to be 
                        appropriate.
                            (ii) No contribution by the 
                        corporation required.--The Corporation 
                        is not required to pay capital into a 
                        bridge financial company or to issue 
                        any capital stock on behalf of a bridge 
                        financial company established under 
                        this subsection.
                            (iii) Authority.--If the 
                        Corporation determines that such action 
                        is advisable, the Corporation may cause 
                        capital stock or other securities of a 
                        bridge financial company established 
                        with respect to a covered financial 
                        company to be issued and offered for 
                        sale in such amounts and on such terms 
                        and conditions as the Corporation may, 
                        in its discretion, determine.
                            (iv) Operating funds in lieu of 
                        capital and implementation plan.--Upon 
                        the organization of a bridge financial 
                        company, and thereafter as the 
                        Corporation may, in its discretion, 
                        determine to be necessary or advisable, 
                        the Corporation may make available to 
                        the bridge financial company, subject 
                        to the plan described in subsection 
                        (n)(9), funds for the operation of the 
                        bridge financial company in lieu of 
                        capital.
                    (H) Bridge brokers or dealers.--
                            (i) In general.--The Corporation, 
                        as receiver for a covered broker or 
                        dealer, may approve articles of 
                        association for one or more bridge 
                        financial companies with respect to 
                        such covered broker or dealer, which 
                        bridge financial company or companies 
                        shall, by operation of law and 
                        immediately upon approval of its 
                        articles of association--
                                    (I) be established and 
                                deemed registered with the 
                                Commission under the Securities 
                                Exchange Act of 1934 and a 
                                member of SIPC;
                                    (II) operate in accordance 
                                with such articles and this 
                                section; and
                                    (III) succeed to any and 
                                all registrations and 
                                memberships of the covered 
                                financial company with or in 
                                any self-regulatory 
                                organizations.
                            (ii) Other requirements.--Except as 
                        provided in clause (i), and 
                        notwithstanding any other provision of 
                        this section, the bridge financial 
                        company shall be subject to the Federal 
                        securities laws and all requirements 
                        with respect to being a member of a 
                        self-regulatory organization, unless 
                        exempted from any such requirements by 
                        the Commission, as is necessary or 
                        appropriate in the public interest or 
                        for the protection of investors.
                            (iii) Treatment of customers.--
                        Except as otherwise provided by this 
                        title, any customer of the covered 
                        broker or dealer whose account is 
                        transferred to a bridge financial 
                        company shall have all the rights, 
                        privileges, and protections under 
                        section 205(f) and under the Securities 
                        Investor Protection Act of 1970 (15 
                        U.S.C. 78aaa et seq.), that such 
                        customer would have had if the account 
                        were not transferred from the covered 
                        financial company under this 
                        subparagraph.
                            (iv) Operation of bridge brokers or 
                        dealers.--Notwithstanding any other 
                        provision of this title, the 
                        Corporation shall not operate any 
                        bridge financial company created by the 
                        Corporation under this title with 
                        respect to a covered broker or dealer 
                        in such a manner as to adversely affect 
                        the ability of customers to promptly 
                        access their customer property in 
                        accordance with applicable law.
            (3) Interests in and assets and obligations of 
        covered financial company.--Notwithstanding paragraph 
        (1) or (2) or any other provision of law--
                    (A) a bridge financial company shall 
                assume, acquire, or succeed to the assets or 
                liabilities of a covered financial company 
                (including the assets or liabilities associated 
                with any trust or custody business) only to the 
                extent that such assets or liabilities are 
                transferred by the Corporation to the bridge 
                financial company in accordance with, and 
                subject to the restrictions set forth in, 
                paragraph (1)(B); and
                    (B) a bridge financial company shall not 
                assume, acquire, or succeed to any obligation 
                that a covered financial company for which the 
                Corporation has been appointed receiver may 
                have to any shareholder, member, general 
                partner, limited partner, or other person with 
                an interest in the equity of the covered 
                financial company that arises as a result of 
                the status of that person having an equity 
                claim in the covered financial company.
            (4) Bridge financial company treated as being in 
        default for certain purposes.--A bridge financial 
        company shall be treated as a covered financial company 
        in default at such times and for such purposes as the 
        Corporation may, in its discretion, determine.
            (5) Transfer of assets and liabilities.--
                    (A) Authority of corporation.--The 
                Corporation, as receiver for a covered 
                financial company, may transfer any assets and 
                liabilities of a covered financial company 
                (including any assets or liabilities associated 
                with any trust or custody business) to one or 
                more bridge financial companies, in accordance 
                with and subject to the restrictions of 
                paragraph (1).
                    (B) Subsequent transfers.--At any time 
                after the establishment of a bridge financial 
                company with respect to a covered financial 
                company, the Corporation, as receiver, may 
                transfer any assets and liabilities of such 
                covered financial company as the Corporation 
                may, in its discretion, determine to be 
                appropriate in accordance with and subject to 
                the restrictions of paragraph (1).
                    (C) Treatment of trust or custody 
                business.--For purposes of this paragraph, the 
                trust or custody business, including fiduciary 
                appointments, held by any covered financial 
                company is included among its assets and 
                liabilities.
                    (D) Effective without approval.--The 
                transfer of any assets or liabilities, 
                including those associated with any trust or 
                custody business of a covered financial 
                company, to a bridge financial company shall be 
                effective without any further approval under 
                Federal or State law, assignment, or consent 
                with respect thereto.
                    (E) Equitable treatment of similarly 
                situated creditors.--The Corporation shall 
                treat all creditors of a covered financial 
                company that are similarly situated under 
                subsection (b)(1), in a similar manner in 
                exercising the authority of the Corporation 
                under this subsection to transfer any assets or 
                liabilities of the covered financial company to 
                one or more bridge financial companies 
                established with respect to such covered 
                financial company, except that the Corporation 
                may take any action (including making payments, 
                subject to subsection (o)(1)(D)(i)) that does 
                not comply with this subparagraph, if--
                            (i) the Corporation determines that 
                        such action is necessary--
                                    (I) to maximize the value 
                                of the assets of the covered 
                                financial company;
                                    (II) to maximize the 
                                present value return from the 
                                sale or other disposition of 
                                the assets of the covered 
                                financial company; or
                                    (III) to minimize the 
                                amount of any loss realized 
                                upon the sale or other 
                                disposition of the assets of 
                                the covered financial company; 
                                and
                            (ii) all creditors that are 
                        similarly situated under subsection 
                        (b)(1) receive not less than the amount 
                        provided under paragraphs (2) and (3) 
                        of subsection (d).
                    (F) Limitation on transfer of 
                liabilities.--Notwithstanding any other 
                provision of law, the aggregate amount of 
                liabilities of a covered financial company that 
                are transferred to, or assumed by, a bridge 
                financial company from a covered financial 
                company may not exceed the aggregate amount of 
                the assets of the covered financial company 
                that are transferred to, or purchased by, the 
                bridge financial company from the covered 
                financial company.
            (6) Stay of judicial action.--Any judicial action 
        to which a bridge financial company becomes a party by 
        virtue of its acquisition of any assets or assumption 
        of any liabilities of a covered financial company shall 
        be stayed from further proceedings for a period of not 
        longer than 45 days (or such longer period as may be 
        agreed to upon the consent of all parties) at the 
        request of the bridge financial company.
            (7) Agreements against interest of the bridge 
        financial company.--No agreement that tends to diminish 
        or defeat the interest of the bridge financial company 
        in any asset of a covered financial company acquired by 
        the bridge financial company shall be valid against the 
        bridge financial company, unless such agreement--
                    (A) is in writing;
                    (B) was executed by an authorized officer 
                or representative of the covered financial 
                company or confirmed in the ordinary course of 
                business by the covered financial company; and
                    (C) has been on the official record of the 
                company, since the time of its execution, or 
                with which, the party claiming under the 
                agreement provides documentation of such 
                agreement and its authorized execution or 
                confirmation by the covered financial company 
                that is acceptable to the receiver.
            (8) No federal status.--
                    (A) Agency status.--A bridge financial 
                company is not an agency, establishment, or 
                instrumentality of the United States.
                    (B) Employee status.--Representatives for 
                purposes of paragraph (1)(B), directors, 
                officers, employees, or agents of a bridge 
                financial company are not, solely by virtue of 
                service in any such capacity, officers or 
                employees of the United States. Any employee of 
                the Corporation or of any Federal 
                instrumentality who serves at the request of 
                the Corporation as a representative for 
                purposes of paragraph (1)(B), director, 
                officer, employee, or agent of a bridge 
                financial company shall not--
                            (i) solely by virtue of service in 
                        any such capacity lose any existing 
                        status as an officer or employee of the 
                        United States for purposes of title 5, 
                        United States Code, or any other 
                        provision of law; or
                            (ii) receive any salary or benefits 
                        for service in any such capacity with 
                        respect to a bridge financial company 
                        in addition to such salary or benefits 
                        as are obtained through employment with 
                        the Corporation or such Federal 
                        instrumentality.
            (9) Funding authorized.--The Corporation may, 
        subject to the plan described in subsection (n)(9), 
        provide funding to facilitate any transaction described 
        in subparagraph (A), (B), (C), or (D) of paragraph (13) 
        with respect to any bridge financial company, or 
        facilitate the acquisition by a bridge financial 
        company of any assets, or the assumption of any 
        liabilities, of a covered financial company for which 
        the Corporation has been appointed receiver.
            (10) Exempt tax status.--Notwithstanding any other 
        provision of Federal or State law, a bridge financial 
        company, its franchise, property, and income shall be 
        exempt from all taxation now or hereafter imposed by 
        the United States, by any territory, dependency, or 
        possession thereof, or by any State, county, 
        municipality, or local taxing authority.
            (11) Federal agency approval; antitrust review.--If 
        a transaction involving the merger or sale of a bridge 
        financial company requires approval by a Federal 
        agency, the transaction may not be consummated before 
        the 5th calendar day after the date of approval by the 
        Federal agency responsible for such approval with 
        respect thereto. If, in connection with any such 
        approval a report on competitive factors from the 
        Attorney General is required, the Federal agency 
        responsible for such approval shall promptly notify the 
        Attorney General of the proposed transaction and the 
        Attorney General shall provide the required report 
        within 10 days of the request. If a notification is 
        required under section 7A of the Clayton Act with 
        respect to such transaction, the required waiting 
        period shall end on the 15th day after the date on 
        which the Attorney General and the Federal Trade 
        Commission receive such notification, unless the 
        waiting period is terminated earlier under section 
        7A(b)(2) of the Clayton Act, or extended under section 
        7A(e)(2) of that Act.
            (12) Duration of bridge financial company.--Subject 
        to paragraphs (13) and (14), the status of a bridge 
        financial company as such shall terminate at the end of 
        the 2-year period following the date on which it was 
        granted a charter. The Corporation may, in its 
        discretion, extend the status of the bridge financial 
        company as such for no more than 3 additional 1-year 
        periods.
            (13) Termination of bridge financial company 
        status.--The status of any bridge financial company as 
        such shall terminate upon the earliest of--
                    (A) the date of the merger or consolidation 
                of the bridge financial company with a company 
                that is not a bridge financial company;
                    (B) at the election of the Corporation, the 
                sale of a majority of the capital stock of the 
                bridge financial company to a company other 
                than the Corporation and other than another 
                bridge financial company;
                    (C) the sale of 80 percent, or more, of the 
                capital stock of the bridge financial company 
                to a person other than the Corporation and 
                other than another bridge financial company;
                    (D) at the election of the Corporation, 
                either the assumption of all or substantially 
                all of the liabilities of the bridge financial 
                company by a company that is not a bridge 
                financial company, or the acquisition of all or 
                substantially all of the assets of the bridge 
                financial company by a company that is not a 
                bridge financial company, or other entity as 
                permitted under applicable law; and
                    (E) the expiration of the period provided 
                in paragraph (12), or the earlier dissolution 
                of the bridge financial company, as provided in 
                paragraph (15).
            (14) Effect of termination events.--
                    (A) Merger or consolidation.--A merger or 
                consolidation, described in paragraph (13)(A) 
                shall be conducted in accordance with, and 
                shall have the effect provided in, the 
                provisions of applicable law. For the purpose 
                of effecting such a merger or consolidation, 
                the bridge financial company shall be treated 
                as a corporation organized under the laws of 
                the State of Delaware (unless the law of 
                another State has been selected by the bridge 
                financial company in accordance with paragraph 
                (2)(F)), and the Corporation shall be treated 
                as the sole shareholder thereof, 
                notwithstanding any other provision of State or 
                Federal law.
                    (B) Charter conversion.--Following the sale 
                of a majority of the capital stock of the 
                bridge financial company, as provided in 
                paragraph (13)(B), the Corporation may amend 
                the charter of the bridge financial company to 
                reflect the termination of the status of the 
                bridge financial company as such, whereupon the 
                company shall have all of the rights, powers, 
                and privileges under its constituent documents 
                and applicable Federal or State law. In 
                connection therewith, the Corporation may take 
                such steps as may be necessary or convenient to 
                reincorporate the bridge financial company 
                under the laws of a State and, notwithstanding 
                any provisions of Federal or State law, such 
                State-chartered corporation shall be deemed to 
                succeed by operation of law to such rights, 
                titles, powers, and interests of the bridge 
                financial company as the Corporation may 
                provide, with the same effect as if the bridge 
                financial company had merged with the State-
                chartered corporation under provisions of the 
                corporate laws of such State.
                    (C) Sale of stock.--Following the sale of 
                80 percent or more of the capital stock of a 
                bridge financial company, as provided in 
                paragraph (13)(C), the company shall have all 
                of the rights, powers, and privileges under its 
                constituent documents and applicable Federal or 
                State law. In connection therewith, the 
                Corporation may take such steps as may be 
                necessary or convenient to reincorporate the 
                bridge financial company under the laws of a 
                State and, notwithstanding any provisions of 
                Federal or State law, the State-chartered 
                corporation shall be deemed to succeed by 
                operation of law to such rights, titles, powers 
                and interests of the bridge financial company 
                as the Corporation may provide, with the same 
                effect as if the bridge financial company had 
                merged with the State-chartered corporation 
                under provisions of the corporate laws of such 
                State.
                    (D) Assumption of liabilities and sale of 
                assets.--Following the assumption of all or 
                substantially all of the liabilities of the 
                bridge financial company, or the sale of all or 
                substantially all of the assets of the bridge 
                financial company, as provided in paragraph 
                (13)(D), at the election of the Corporation, 
                the bridge financial company may retain its 
                status as such for the period provided in 
                paragraph (12) or may be dissolved at the 
                election of the Corporation.
                    (E) Amendments to charter.--Following the 
                consummation of a transaction described in 
                subparagraph (A), (B), (C), or (D) of paragraph 
                (13), the charter of the resulting company 
                shall be amended to reflect the termination of 
                bridge financial company status, if 
                appropriate.
            (15) Dissolution of bridge financial company.--
                    (A) In general.--Notwithstanding any other 
                provision of Federal or State law, if the 
                status of a bridge financial company as such 
                has not previously been terminated by the 
                occurrence of an event specified in 
                subparagraph (A), (B), (C), or (D) of paragraph 
                (13)--
                            (i) the Corporation may, in its 
                        discretion, dissolve the bridge 
                        financial company in accordance with 
                        this paragraph at any time; and
                            (ii) the Corporation shall promptly 
                        commence dissolution proceedings in 
                        accordance with this paragraph upon the 
                        expiration of the 2-year period 
                        following the date on which the bridge 
                        financial company was chartered, or any 
                        extension thereof, as provided in 
                        paragraph (12).
                    (B) Procedures.--The Corporation shall 
                remain the receiver for a bridge financial 
                company for the purpose of dissolving the 
                bridge financial company. The Corporation as 
                receiver for a bridge financial company shall 
                wind up the affairs of the bridge financial 
                company in conformity with the provisions of 
                law relating to the liquidation of covered 
                financial companies under this title. With 
                respect to any such bridge financial company, 
                the Corporation as receiver shall have all the 
                rights, powers, and privileges and shall 
                perform the duties related to the exercise of 
                such rights, powers, or privileges granted by 
                law to the Corporation as receiver for a 
                covered financial company under this title and, 
                notwithstanding any other provision of law, in 
                the exercise of such rights, powers, and 
                privileges, the Corporation shall not be 
                subject to the direction or supervision of any 
                State agency or other Federal agency.
            (16) Authority to obtain credit.--
                    (A) In general.--A bridge financial company 
                may obtain unsecured credit and issue unsecured 
                debt.
                    (B) Inability to obtain credit.--If a 
                bridge financial company is unable to obtain 
                unsecured credit or issue unsecured debt, the 
                Corporation may authorize the obtaining of 
                credit or the issuance of debt by the bridge 
                financial company--
                            (i) with priority over any or all 
                        of the obligations of the bridge 
                        financial company;
                            (ii) secured by a lien on property 
                        of the bridge financial company that is 
                        not otherwise subject to a lien; or
                            (iii) secured by a junior lien on 
                        property of the bridge financial 
                        company that is subject to a lien.
                    (C) Limitations.--
                            (i) In general.--The Corporation, 
                        after notice and a hearing, may 
                        authorize the obtaining of credit or 
                        the issuance of debt by a bridge 
                        financial company that is secured by a 
                        senior or equal lien on property of the 
                        bridge financial company that is 
                        subject to a lien, only if--
                                    (I) the bridge financial 
                                company is unable to otherwise 
                                obtain such credit or issue 
                                such debt; and
                                    (II) there is adequate 
                                protection of the interest of 
                                the holder of the lien on the 
                                property with respect to which 
                                such senior or equal lien is 
                                proposed to be granted.
                            (ii) Hearing.--The hearing required 
                        pursuant to this subparagraph shall be 
                        before a court of the United States, 
                        which shall have jurisdiction to 
                        conduct such hearing and to authorize a 
                        bridge financial company to obtain 
                        secured credit under clause (i).
                    (D) Burden of proof.--In any hearing under 
                this paragraph, the Corporation has the burden 
                of proof on the issue of adequate protection.
                    (E) Qualified financial contracts.--No 
                credit or debt obtained or issued by a bridge 
                financial company may contain terms that impair 
                the rights of a counterparty to a qualified 
                financial contract upon a default by the bridge 
                financial company, other than the priority of 
                such counterparty's unsecured claim (after the 
                exercise of rights) relative to the priority of 
                the bridge financial company's obligations in 
                respect of such credit or debt, unless such 
                counterparty consents in writing to any such 
                impairment.
            (17) Effect on debts and liens.--The reversal or 
        modification on appeal of an authorization under this 
        subsection to obtain credit or issue debt, or of a 
        grant under this section of a priority or a lien, does 
        not affect the validity of any debt so issued, or any 
        priority or lien so granted, to an entity that extended 
        such credit in good faith, whether or not such entity 
        knew of the pendency of the appeal, unless such 
        authorization and the issuance of such debt, or the 
        granting of such priority or lien, were stayed pending 
        appeal.
    (i) Sharing Records.--If the Corporation has been appointed 
as receiver for a covered financial company, other Federal 
regulators shall make all records relating to the covered 
financial company available to the Corporation, which may be 
used by the Corporation in any manner that the Corporation 
determines to be appropriate.
    (j) Expedited Procedures for Certain Claims.--
            (1) Time for filing notice of appeal.--The notice 
        of appeal of any order, whether interlocutory or final, 
        entered in any case brought by the Corporation against 
        a director, officer, employee, agent, attorney, 
        accountant, or appraiser of the covered financial 
        company, or any other person employed by or providing 
        services to a covered financial company, shall be filed 
        not later than 30 days after the date of entry of the 
        order. The hearing of the appeal shall be held not 
        later than 120 days after the date of the notice of 
        appeal. The appeal shall be decided not later than 180 
        days after the date of the notice of appeal.
            (2) Scheduling.--The court shall expedite the 
        consideration of any case brought by the Corporation 
        against a director, officer, employee, agent, attorney, 
        accountant, or appraiser of a covered financial company 
        or any other person employed by or providing services 
        to a covered financial company. As far as practicable, 
        the court shall give such case priority on its docket.
            (3) Judicial discretion.--The court may modify the 
        schedule and limitations stated in paragraphs (1) and 
        (2) in a particular case, based on a specific finding 
        that the ends of justice that would be served by making 
        such a modification would outweigh the best interest of 
        the public in having the case resolved expeditiously.
    (k) Foreign Investigations.--The Corporation, as receiver 
for any covered financial company, and for purposes of carrying 
out any power, authority, or duty with respect to a covered 
financial company--
            (1) may request the assistance of any foreign 
        financial authority and provide assistance to any 
        foreign financial authority in accordance with section 
        8(v) of the Federal Deposit Insurance Act, as if the 
        covered financial company were an insured depository 
        institution, the Corporation were the appropriate 
        Federal banking agency for the company, and any foreign 
        financial authority were the foreign banking authority; 
        and
            (2) may maintain an office to coordinate foreign 
        investigations or investigations on behalf of foreign 
        financial authorities.
    (l) Prohibition on Entering Secrecy Agreements and 
Protective Orders.--The Corporation may not enter into any 
agreement or approve any protective order which prohibits the 
Corporation from disclosing the terms of any settlement of an 
administrative or other action for damages or restitution 
brought by the Corporation in its capacity as receiver for a 
covered financial company.
    (m) Liquidation of Certain Covered Financial Companies or 
Bridge Financial Companies.--
            (1) In general.--Except as specifically provided in 
        this section, and notwithstanding any other provision 
        of law, the Corporation, in connection with the 
        liquidation of any covered financial company or bridge 
        financial company with respect to which the Corporation 
        has been appointed as receiver, shall--
                    (A) in the case of any covered financial 
                company or bridge financial company that is a 
                stockbroker, but is not a member of the 
                Securities Investor Protection Corporation, 
                apply the provisions of subchapter III of 
                chapter 7 of the Bankruptcy Code, in respect of 
                the distribution to any customer of all 
                customer name security and customer property 
                and member property, as if such covered 
                financial company or bridge financial company 
                were a debtor for purposes of such subchapter; 
                or
                    (B) in the case of any covered financial 
                company or bridge financial company that is a 
                commodity broker, apply the provisions of 
                subchapter IV of chapter 7 the Bankruptcy Code, 
                in respect of the distribution to any customer 
                of all customer property and member property, 
                as if such covered financial company or bridge 
                financial company were a debtor for purposes of 
                such subchapter.
            (2) Definitions.--For purposes of this subsection--
                    (A) the terms ``customer'', ``customer name 
                security'', and ``customer property and member 
                property'' have the same meanings as in 
                sections 741 and 761 of title 11, United States 
                Code; and
                    (B) the terms ``commodity broker'' and 
                ``stockbroker'' have the same meanings as in 
                section 101 of the Bankruptcy Code.
    (n) Orderly Liquidation Fund.--
            (1) Establishment.--There is established in the 
        Treasury of the United States a separate fund to be 
        known as the ``Orderly Liquidation Fund'', which shall 
        be available to the Corporation to carry out the 
        authorities contained in this title, for the cost of 
        actions authorized by this title, including the orderly 
        liquidation of covered financial companies, payment of 
        administrative expenses, the payment of principal and 
        interest by the Corporation on obligations issued under 
        paragraph (5), and the exercise of the authorities of 
        the Corporation under this title.
            (2) Proceeds.--Amounts received by the Corporation, 
        including assessments received under subsection (o), 
        proceeds of obligations issued under paragraph (5), 
        interest and other earnings from investments, and 
        repayments to the Corporation by covered financial 
        companies, shall be deposited into the Fund.
            (3) Management.--The Corporation shall manage the 
        Fund in accordance with this subsection and the 
        policies and procedures established under section 
        203(d).
            (4) Investments.--At the request of the 
        Corporation, the Secretary may invest such portion of 
        amounts held in the Fund that are not, in the judgment 
        of the Corporation, required to meet the current needs 
        of the Corporation, in obligations of the United States 
        having suitable maturities, as determined by the 
        Corporation. The interest on and the proceeds from the 
        sale or redemption of such obligations shall be 
        credited to the Fund.
            (5) Authority to issue obligations.--
                    (A) Corporation authorized to issue 
                obligations.--Upon appointment by the Secretary 
                of the Corporation as receiver for a covered 
                financial company, the Corporation is 
                authorized to issue obligations to the 
                Secretary.
                    (B) Secretary authorized to purchase 
                obligations.--The Secretary may, under such 
                terms and conditions as the Secretary may 
                require, purchase or agree to purchase any 
                obligations issued under subparagraph (A), and 
                for such purpose, the Secretary is authorized 
                to use as a public debt transaction the 
                proceeds of the sale of any securities issued 
                under chapter 31 of title 31, United States 
                Code, and the purposes for which securities may 
                be issued under chapter 31 of title 31, United 
                States Code, are extended to include such 
                purchases.
                    (C) Interest rate.--Each purchase of 
                obligations by the Secretary under this 
                paragraph shall be upon such terms and 
                conditions as to yield a return at a rate 
                determined by the Secretary, taking into 
                consideration the current average yield on 
                outstanding marketable obligations of the 
                United States of comparable maturity, plus an 
                interest rate surcharge to be determined by the 
                Secretary, which shall be greater than the 
                difference between--
                            (i) the current average rate on an 
                        index of corporate obligations of 
                        comparable maturity; and
                            (ii) the current average rate on 
                        outstanding marketable obligations of 
                        the United States of comparable 
                        maturity.
                    (D) Secretary authorized to sell 
                obligations.--The Secretary may sell, upon such 
                terms and conditions as the Secretary shall 
                determine, any of the obligations acquired 
                under this paragraph.
                    (E) Public debt transactions.--All 
                purchases and sales by the Secretary of such 
                obligations under this paragraph shall be 
                treated as public debt transactions of the 
                United States, and the proceeds from the sale 
                of any obligations acquired by the Secretary 
                under this paragraph shall be deposited into 
                the Treasury of the United States as 
                miscellaneous receipts.
            (6) Maximum obligation limitation.--The Corporation 
        may not, in connection with the orderly liquidation of 
        a covered financial company, issue or incur any 
        obligation, if, after issuing or incurring the 
        obligation, the aggregate amount of such obligations 
        outstanding under this subsection for each covered 
        financial company would exceed--
                    (A) an amount that is equal to 10 percent 
                of the total consolidated assets of the covered 
                financial company, based on the most recent 
                financial statement available, during the 30-
                day period immediately following the date of 
                appointment of the Corporation as receiver (or 
                a shorter time period if the Corporation has 
                calculated the amount described under 
                subparagraph (B)); and
                    (B) the amount that is equal to 90 percent 
                of the fair value of the total consolidated 
                assets of each covered financial company that 
                are available for repayment, after the time 
                period described in subparagraph (A).
            (7) Rulemaking.--The Corporation and the Secretary 
        shall jointly, in consultation with the Council, 
        prescribe regulations governing the calculation of the 
        maximum obligation limitation defined in this 
        paragraph.
            (8) Rule of construction.--
                    (A) In general.--Nothing in this section 
                shall be construed to affect the authority of 
                the Corporation under subsection (a) or (b) of 
                section 14 or section 15(c)(5) of the Federal 
                Deposit Insurance Act (12 U.S.C. 1824, 
                1825(c)(5)), the management of the Deposit 
                Insurance Fund by the Corporation, or the 
                resolution of insured depository institutions, 
                provided that--
                            (i) the authorities of the 
                        Corporation contained in this title 
                        shall not be used to assist the Deposit 
                        Insurance Fund or to assist any 
                        financial company under applicable law 
                        other than this Act;
                            (ii) the authorities of the 
                        Corporation relating to the Deposit 
                        Insurance Fund, or any other 
                        responsibilities of the Corporation 
                        under applicable law other than this 
                        title, shall not be used to assist a 
                        covered financial company pursuant to 
                        this title; and
                            (iii) the Deposit Insurance Fund 
                        may not be used in any manner to 
                        otherwise circumvent the purposes of 
                        this title.
                    (B) Valuation.--For purposes of determining 
                the amount of obligations under this 
                subsection--
                            (i) the Corporation shall include 
                        as an obligation any contingent 
                        liability of the Corporation pursuant 
                        to this title; and
                            (ii) the Corporation shall value 
                        any contingent liability at its 
                        expected cost to the Corporation.
            (9) Orderly liquidation and repayment plans.--
                    (A) Orderly liquidation plan.--Amounts in 
                the Fund shall be available to the Corporation 
                with regard to a covered financial company for 
                which the Corporation is appointed receiver 
                after the Corporation has developed an orderly 
                liquidation plan that is acceptable to the 
                Secretary with regard to such covered financial 
                company, including the provision and use of 
                funds, including taking any actions specified 
                under section 204(d) and subsection 
                (h)(2)(G)(iv) and (h)(9) of this section, and 
                payments to third parties. The orderly 
                liquidation plan shall take into account 
                actions to avoid or mitigate potential adverse 
                effects on low income, minority, or underserved 
                communities affected by the failure of the 
                covered financial company, and shall provide 
                for coordination with the primary financial 
                regulatory agencies, as appropriate, to ensure 
                that such actions are taken. The Corporation 
                may, at any time, amend any orderly liquidation 
                plan approved by the Secretary with the 
                concurrence of the Secretary.
                    (B) Mandatory repayment plan.--
                            (i) In general.--No amount 
                        authorized under paragraph (6)(B) may 
                        be provided by the Secretary to the 
                        Corporation under paragraph (5), unless 
                        an agreement is in effect between the 
                        Secretary and the Corporation that--
                                    (I) provides a specific 
                                plan and schedule to achieve 
                                the repayment of the 
                                outstanding amount of any 
                                borrowing under paragraph (5); 
                                and
                                    (II) demonstrates that 
                                income to the Corporation from 
                                the liquidated assets of the 
                                covered financial company and 
                                assessments under subsection 
                                (o) will be sufficient to 
                                amortize the outstanding 
                                balance within the period 
                                established in the repayment 
                                schedule and pay the interest 
                                accruing on such balance within 
                                the time provided in subsection 
                                (o)(1)(B).
                            (ii) Consultation with and report 
                        to congress.--The Secretary and the 
                        Corporation shall--
                                    (I) consult with the 
                                Committee on Banking, Housing, 
                                and Urban Affairs of the Senate 
                                and the Committee on Financial 
                                Services of the House of 
                                Representatives on the terms of 
                                any repayment schedule 
                                agreement; and
                                    (II) submit a copy of the 
                                repayment schedule agreement to 
                                the Committees described in 
                                subclause (I) before the end of 
                                the 30-day period beginning on 
                                the date on which any amount is 
                                provided by the Secretary to 
                                the Corporation under paragraph 
                                (5).
            (10) Implementation expenses.--
                    (A) In general.--Reasonable implementation 
                expenses of the Corporation incurred after the 
                date of enactment of this Act shall be treated 
                as expenses of the Council.
                    (B) Requests for reimbursement.--The 
                Corporation shall periodically submit a request 
                for reimbursement for implementation expenses 
                to the Chairperson of the Council, who shall 
                arrange for prompt reimbursement to the 
                Corporation of reasonable implementation 
                expenses.
                    (C) Definition.--As used in this paragraph, 
                the term ``implementation expenses''--
                            (i) means costs incurred by the 
                        Corporation beginning on the date of 
                        enactment of this Act, as part of its 
                        efforts to implement this title that do 
                        not relate to a particular covered 
                        financial company; and
                            (ii) includes the costs incurred in 
                        connection with the development of 
                        policies, procedures, rules, and 
                        regulations and other planning 
                        activities of the Corporation 
                        consistent with carrying out this 
                        title.
    (o) Assessments.--
            (1) Risk-based assessments.--
                    (A) Eligible financial companies defined.--
                For purposes of this subsection, the term 
                ``eligible financial company'' means any bank 
                holding company with total consolidated assets 
                equal to or greater than $50,000,000,000 and 
                any nonbank financial company supervised by the 
                Board of Governors.
                    (B) Assessments.--The Corporation shall 
                charge one or more risk-based assessments in 
                accordance with the provisions of subparagraph 
                (D), if such assessments are necessary to pay 
                in full the obligations issued by the 
                Corporation to the Secretary under this title 
                within 60 months of the date of issuance of 
                such obligations.
                    (C) Extensions authorized.--The Corporation 
                may, with the approval of the Secretary, extend 
                the time period under subparagraph (B), if the 
                Corporation determines that an extension is 
                necessary to avoid a serious adverse effect on 
                the financial system of the United States.
                    (D) Application of assessments.--To meet 
                the requirements of subparagraph (B), the 
                Corporation shall--
                            (i) impose assessments, as soon as 
                        practicable, on any claimant that 
                        received additional payments or amounts 
                        from the Corporation pursuant to 
                        subsection (b)(4), (d)(4), or 
                        (h)(5)(E), except for payments or 
                        amounts necessary to initiate and 
                        continue operations essential to 
                        implementation of the receivership or 
                        any bridge financial company, to 
                        recover on a cumulative basis, the 
                        entire difference between--
                                    (I) the aggregate value the 
                                claimant received from the 
                                Corporation on a claim pursuant 
                                to this title (including 
                                pursuant to subsection (b)(4), 
                                (d)(4), and (h)(5)(E)), as of 
                                the date on which such value 
                                was received; and
                                    (II) the value the claimant 
                                was entitled to receive from 
                                the Corporation on such claim 
                                solely from the proceeds of the 
                                liquidation of the covered 
                                financial company under this 
                                title; and
                            (ii) if the amounts to be recovered 
                        on a cumulative basis under clause (i) 
                        are insufficient to meet the 
                        requirements of subparagraph (B), after 
                        taking into account the considerations 
                        set forth in paragraph (4), impose 
                        assessments on--
                                    (I) eligible financial 
                                companies; and
                                    (II) financial companies 
                                with total consolidated assets 
                                equal to or greater than 
                                $50,000,000,000 that are not 
                                eligible financial companies.
                    (E) Provision of financing.--Payments or 
                amounts necessary to initiate and continue 
                operations essential to implementation of the 
                receivership or any bridge financial company 
                described in subparagraph (D)(i) shall not 
                include the provision of financing, as defined 
                by rule of the Corporation, to third parties.
            (2) Graduated assessment rate.--The Corporation 
        shall impose assessments on a graduated basis, with 
        financial companies having greater assets and risk 
        being assessed at a higher rate.
            (3) Notification and payment.--The Corporation 
        shall notify each financial company of that company's 
        assessment under this subsection. Any financial company 
        subject to assessment under this subsection shall pay 
        such assessment in accordance with the regulations 
        prescribed pursuant to paragraph (6).
            (4) Risk-based assessment considerations.--In 
        imposing assessments under paragraph (1)(D)(ii), the 
        Corporation shall use a risk matrix. The Council shall 
        make a recommendation to the Corporation on the risk 
        matrix to be used in imposing such assessments, and the 
        Corporation shall take into account any such 
        recommendation in the establishment of the risk matrix 
        to be used to impose such assessments. In recommending 
        or establishing such risk matrix, the Council and the 
        Corporation, respectively, shall take into account--
                    (A) economic conditions generally affecting 
                financial companies so as to allow assessments 
                to increase during more favorable economic 
                conditions and to decrease during less 
                favorable economic conditions;
                    (B) any assessments imposed on a financial 
                company or an affiliate of a financial company 
                that--
                            (i) is an insured depository 
                        institution, assessed pursuant to 
                        section 7 or 13(c)(4)(G) of the Federal 
                        Deposit Insurance Act;
                            (ii) is a member of the Securities 
                        Investor Protection Corporation, 
                        assessed pursuant to section 4 of the 
                        Securities Investor Protection Act of 
                        1970 (15 U.S.C. 78ddd);
                            (iii) is an insured credit union, 
                        assessed pursuant to section 
                        202(c)(1)(A)(i) of the Federal Credit 
                        Union Act (12 U.S.C. 1782(c)(1)(A)(i)); 
                        or
                            (iv) is an insurance company, 
                        assessed pursuant to applicable State 
                        law to cover (or reimburse payments 
                        made to cover) the costs of the 
                        rehabilitation, liquidation, or other 
                        State insolvency proceeding with 
                        respect to 1 or more insurance 
                        companies;
                    (C) the risks presented by the financial 
                company to the financial system and the extent 
                to which the financial company has benefitted, 
                or likely would benefit, from the orderly 
                liquidation of a financial company under this 
                title, including--
                            (i) the amount, different 
                        categories, and concentrations of 
                        assets of the financial company and its 
                        affiliates, including both on-balance 
                        sheet and off-balance sheet assets;
                            (ii) the activities of the 
                        financial company and its affiliates;
                            (iii) the relevant market share of 
                        the financial company and its 
                        affiliates;
                            (iv) the extent to which the 
                        financial company is leveraged;
                            (v) the potential exposure to 
                        sudden calls on liquidity precipitated 
                        by economic distress;
                            (vi) the amount, maturity, 
                        volatility, and stability of the 
                        company's financial obligations to, and 
                        relationship with, other financial 
                        companies;
                            (vii) the amount, maturity, 
                        volatility, and stability of the 
                        liabilities of the company, including 
                        the degree of reliance on short-term 
                        funding, taking into consideration 
                        existing systems for measuring a 
                        company's risk-based capital;
                            (viii) the stability and variety of 
                        the company's sources of funding;
                            (ix) the company's importance as a 
                        source of credit for households, 
                        businesses, and State and local 
                        governments and as a source of 
                        liquidity for the financial system;
                            (x) the extent to which assets are 
                        simply managed and not owned by the 
                        financial company and the extent to 
                        which ownership of assets under 
                        management is diffuse; and
                            (xi) the amount, different 
                        categories, and concentrations of 
                        liabilities, both insured and 
                        uninsured, contingent and 
                        noncontingent, including both on-
                        balance sheet and off-balance sheet 
                        liabilities, of the financial company 
                        and its affiliates;
                    (D) any risks presented by the financial 
                company during the 10-year period immediately 
                prior to the appointment of the Corporation as 
                receiver for the covered financial company that 
                contributed to the failure of the covered 
                financial company; and
                    (E) such other risk-related factors as the 
                Corporation, or the Council, as applicable, may 
                determine to be appropriate.
            (5) Collection of information.--The Corporation may 
        impose on covered financial companies such collection 
        of information requirements as the Corporation deems 
        necessary to carry out this subsection after the 
        appointment of the Corporation as receiver under this 
        title.
            (6) Rulemaking.--
                    (A) In general.--The Corporation shall 
                prescribe regulations to carry out this 
                subsection. The Corporation shall consult with 
                the Secretary in the development and 
                finalization of such regulations.
                    (B) Equitable treatment.--The regulations 
                prescribed under subparagraph (A) shall take 
                into account the differences in risks posed to 
                the financial stability of the United States by 
                financial companies, the differences in the 
                liability structures of financial companies, 
                and the different bases for other assessments 
                that such financial companies may be required 
                to pay, to ensure that assessed financial 
                companies are treated equitably and that 
                assessments under this subsection reflect such 
                differences.
    (p) Unenforceability of Certain Agreements.--
            (1) In general.--No provision described in 
        paragraph (2) shall be enforceable against or impose 
        any liability on any person, as such enforcement or 
        liability shall be contrary to public policy.
            (2) Prohibited provisions.--A provision described 
        in this paragraph is any term contained in any existing 
        or future standstill, confidentiality, or other 
        agreement that, directly or indirectly--
                    (A) affects, restricts, or limits the 
                ability of any person to offer to acquire or 
                acquire;
                    (B) prohibits any person from offering to 
                acquire or acquiring; or
                    (C) prohibits any person from using any 
                previously disclosed information in connection 
                with any such offer to acquire or acquisition 
                of,

        all or part of any covered financial company, including 
        any liabilities, assets, or interest therein, in 
        connection with any transaction in which the 
        Corporation exercises its authority under this title.
    (q) Other Exemptions.--
            (1) In general.--When acting as a receiver under 
        this title--
                    (A) the Corporation, including its 
                franchise, its capital, reserves and surplus, 
                and its income, shall be exempt from all 
                taxation imposed by any State, county, 
                municipality, or local taxing authority, except 
                that any real property of the Corporation shall 
                be subject to State, territorial, county, 
                municipal, or local taxation to the same extent 
                according to its value as other real property 
                is taxed, except that, notwithstanding the 
                failure of any person to challenge an 
                assessment under State law of the value of such 
                property, such value, and the tax thereon, 
                shall be determined as of the period for which 
                such tax is imposed;
                    (B) no property of the Corporation shall be 
                subject to levy, attachment, garnishment, 
                foreclosure, or sale without the consent of the 
                Corporation, nor shall any involuntary lien 
                attach to the property of the Corporation; and
                    (C) the Corporation shall not be liable for 
                any amounts in the nature of penalties or 
                fines, including those arising from the failure 
                of any person to pay any real property, 
                personal property, probate, or recording tax or 
                any recording or filing fees when due; and
                    (D) the Corporation shall be exempt from 
                all prosecution by the United States or any 
                State, county, municipality, or local authority 
                for any criminal offense arising under Federal, 
                State, county, municipal, or local law, which 
                was allegedly committed by the covered 
                financial company, or persons acting on behalf 
                of the covered financial company, prior to the 
                appointment of the Corporation as receiver.
            (2) Limitation.--Paragraph (1) shall not apply with 
        respect to any tax imposed (or other amount arising) 
        under the Internal Revenue Code of 1986.
    (r) Certain Sales of Assets Prohibited.--
            (1) Persons who engaged in improper conduct with, 
        or caused losses to, covered financial companies.--The 
        Corporation shall prescribe regulations which, at a 
        minimum, shall prohibit the sale of assets of a covered 
        financial company by the Corporation to--
                    (A) any person who--
                            (i) has defaulted, or was a member 
                        of a partnership or an officer or 
                        director of a corporation that has 
                        defaulted, on 1 or more obligations, 
                        the aggregate amount of which exceeds 
                        $1,000,000, to such covered financial 
                        company;
                            (ii) has been found to have engaged 
                        in fraudulent activity in connection 
                        with any obligation referred to in 
                        clause (i); and
                            (iii) proposes to purchase any such 
                        asset in whole or in part through the 
                        use of the proceeds of a loan or 
                        advance of credit from the Corporation 
                        or from any covered financial company;
                    (B) any person who participated, as an 
                officer or director of such covered financial 
                company or of any affiliate of such company, in 
                a material way in any transaction that resulted 
                in a substantial loss to such covered financial 
                company; or
                    (C) any person who has demonstrated a 
                pattern or practice of defalcation regarding 
                obligations to such covered financial company.
            (2) Convicted debtors.--Except as provided in 
        paragraph (3), a person may not purchase any asset of 
        such institution from the receiver, if that person--
                    (A) has been convicted of an offense under 
                section 215, 656, 657, 1005, 1006, 1007, 1008, 
                1014, 1032, 1341, 1343, or 1344 of title 18, 
                United States Code, or of conspiring to commit 
                such an offense, affecting any covered 
                financial company; and
                    (B) is in default on any loan or other 
                extension of credit from such covered financial 
                company which, if not paid, will cause 
                substantial loss to the Fund or the 
                Corporation.
            (3) Settlement of claims.--Paragraphs (1) and (2) 
        shall not apply to the sale or transfer by the 
        Corporation of any asset of any covered financial 
        company to any person, if the sale or transfer of the 
        asset resolves or settles, or is part of the resolution 
        or settlement, of 1 or more claims that have been, or 
        could have been, asserted by the Corporation against 
        the person.
            (4) Definition of default.--For purposes of this 
        subsection, the term ``default'' means a failure to 
        comply with the terms of a loan or other obligation to 
        such an extent that the property securing the 
        obligation is foreclosed upon.
    (s) Recoupment of Compensation From Senior Executives and 
Directors.--
            (1) In general.--The Corporation, as receiver of a 
        covered financial company, may recover from any current 
        or former senior executive or director substantially 
        responsible for the failed condition of the covered 
        financial company any compensation received during the 
        2-year period preceding the date on which the 
        Corporation was appointed as the receiver of the 
        covered financial company, except that, in the case of 
        fraud, no time limit shall apply.
            (2) Cost considerations.--In seeking to recover any 
        such compensation, the Corporation shall weigh the 
        financial and deterrent benefits of such recovery 
        against the cost of executing the recovery.
            (3) Rulemaking.--The Corporation shall promulgate 
        regulations to implement the requirements of this 
        subsection, including defining the term 
        ``compensation'' to mean any financial remuneration, 
        including salary, bonuses, incentives, benefits, 
        severance, deferred compensation, or golden parachute 
        benefits, and any profits realized from the sale of the 
        securities of the covered financial company.

SEC. 211. MISCELLANEOUS PROVISIONS.

    (a) Clarification of Prohibition Regarding Concealment of 
Assets From Receiver or Liquidating Agent.--Section 1032(1) of 
title 18, United States Code, is amended by inserting ``the 
Federal Deposit Insurance Corporation acting as receiver for a 
covered financial company, in accordance with title II of the 
Dodd-Frank Wall Street Reform and Consumer Protection Act,'' 
before ``or the National Credit''.
    (b) Conforming Amendment.--Section 1032 of title 18, United 
States Code, is amended in the section heading, by striking 
``of financial institution''.
    (c) Federal Deposit Insurance Corporation Improvement Act 
of 1991.--Section 403(a) of the Federal Deposit Insurance 
Corporation Improvement Act of 1991 (12 U.S.C. 4403(a)) is 
amended by inserting ``section 210(c) of the Dodd-Frank Wall 
Street Reform and Consumer Protection Act, section 1367 of the 
Federal Housing Enterprises Financial Safety and Soundness Act 
of 1992 (12 U.S.C. 4617(d)),'' after ``section 11(e) of the 
Federal Deposit Insurance Act,''.
    (d) FDIC Inspector General Reviews.--
            (1) Scope.--The Inspector General of the 
        Corporation shall conduct, supervise, and coordinate 
        audits and investigations of the liquidation of any 
        covered financial company by the Corporation as 
        receiver under this title, including collecting and 
        summarizing--
                    (A) a description of actions taken by the 
                Corporation as receiver;
                    (B) a description of any material sales, 
                transfers, mergers, obligations, purchases, and 
                other material transactions entered into by the 
                Corporation;
                    (C) an evaluation of the adequacy of the 
                policies and procedures of the Corporation 
                under section 203(d) and orderly liquidation 
                plan under section 210(n)(14);
                    (D) an evaluation of the utilization by the 
                Corporation of the private sector in carrying 
                out its functions, including the adequacy of 
                any conflict-of-interest reviews; and
                    (E) an evaluation of the overall 
                performance of the Corporation in liquidating 
                the covered financial company, including 
                administrative costs, timeliness of liquidation 
                process, and impact on the financial system.
            (2) Frequency.--Not later than 6 months after the 
        date of appointment of the Corporation as receiver 
        under this title and every 6 months thereafter, the 
        Inspector General of the Corporation shall conduct the 
        audit and investigation described in paragraph (1).
            (3) Reports and testimony.--The Inspector General 
        of the Corporation shall include in the semiannual 
        reports required by section 5(a) of the Inspector 
        General Act of 1978 (5 U.S.C. App.), a summary of the 
        findings and evaluations under paragraph (1), and shall 
        appear before the appropriate committees of Congress, 
        if requested, to present each such report.
            (4) Funding.--
                    (A) Initial funding.--The expenses of the 
                Inspector General of the Corporation in 
                carrying out this subsection shall be 
                considered administrative expenses of the 
                receivership.
                    (B) Additional funding.--If the maximum 
                amount available to the Corporation as receiver 
                under this title is insufficient to enable the 
                Inspector General of the Corporation to carry 
                out the duties under this subsection, the 
                Corporation shall pay such additional amounts 
                from assessments imposed under section 210.
            (5) Termination of responsibilities.--The duties 
        and responsibilities of the Inspector General of the 
        Corporation under this subsection shall terminate 1 
        year after the date of termination of the receivership 
        under this title.
    (e) Treasury Inspector General Reviews.--
            (1) Scope.--The Inspector General of the Department 
        of the Treasury shall conduct, supervise, and 
        coordinate audits and investigations of actions taken 
        by the Secretary related to the liquidation of any 
        covered financial company under this title, including 
        collecting and summarizing--
                    (A) a description of actions taken by the 
                Secretary under this title;
                    (B) an analysis of the approval by the 
                Secretary of the policies and procedures of the 
                Corporation under section 203 and acceptance of 
                the orderly liquidation plan of the Corporation 
                under section 210; and
                    (C) an assessment of the terms and 
                conditions underlying the purchase by the 
                Secretary of obligations of the Corporation 
                under section 210.
            (2) Frequency.--Not later than 6 months after the 
        date of appointment of the Corporation as receiver 
        under this title and every 6 months thereafter, the 
        Inspector General of the Department of the Treasury 
        shall conduct the audit and investigation described in 
        paragraph (1).
            (3) Reports and testimony.--The Inspector General 
        of the Department of the Treasury shall include in the 
        semiannual reports required by section 5(a) of the 
        Inspector General Act of 1978 (5 U.S.C. App.), a 
        summary of the findings and assessments under paragraph 
        (1), and shall appear before the appropriate committees 
        of Congress, if requested, to present each such report.
            (4) Termination of responsibilities.--The duties 
        and responsibilities of the Inspector General of the 
        Department of the Treasury under this subsection shall 
        terminate 1 year after the date on which the 
        obligations purchased by the Secretary from the 
        Corporation under section 210 are fully redeemed.
    (f) Primary Financial Regulatory Agency Inspector General 
Reviews.--
            (1) Scope.--Upon the appointment of the Corporation 
        as receiver for a covered financial company supervised 
        by a Federal primary financial regulatory agency or the 
        Board of Governors under section 165, the Inspector 
        General of the agency or the Board of Governors shall 
        make a written report reviewing the supervision by the 
        agency or the Board of Governors of the covered 
        financial company, which shall--
                    (A) evaluate the effectiveness of the 
                agency or the Board of Governors in carrying 
                out its supervisory responsibilities with 
                respect to the covered financial company;
                    (B) identify any acts or omissions on the 
                part of agency or Board of Governors officials 
                that contributed to the covered financial 
                company being in default or in danger of 
                default;
                    (C) identify any actions that could have 
                been taken by the agency or the Board of 
                Governors that would have prevented the company 
                from being in default or in danger of default; 
                and
                    (D) recommend appropriate administrative or 
                legislative action.
            (2) Reports and testimony.--Not later than 1 year 
        after the date of appointment of the Corporation as 
        receiver under this title, the Inspector General of the 
        Federal primary financial regulatory agency or the 
        Board of Governors shall provide the report required by 
        paragraph (1) to such agency or the Board of Governors, 
        and along with such agency or the Board of Governors, 
        as applicable, shall appear before the appropriate 
        committees of Congress, if requested, to present the 
        report required by paragraph (1). Not later than 90 
        days after the date of receipt of the report required 
        by paragraph (1), such agency or the Board of 
        Governors, as applicable, shall provide a written 
        report to Congress describing any actions taken in 
        response to the recommendations in the report, and if 
        no such actions were taken, describing the reasons why 
        no actions were taken.

SEC. 212. PROHIBITION OF CIRCUMVENTION AND PREVENTION OF CONFLICTS OF 
                    INTEREST.

    (a) No Other Funding.--Funds for the orderly liquidation of 
any covered financial company under this title shall only be 
provided as specified under this title.
    (b) Limit on Governmental Actions.--No governmental entity 
may take any action to circumvent the purposes of this title.
    (c) Conflict of Interest.--In the event that the 
Corporation is appointed receiver for more than 1 covered 
financial company or is appointed receiver for a covered 
financial company and receiver for any insured depository 
institution that is an affiliate of such covered financial 
company, the Corporation shall take appropriate action, as 
necessary to avoid any conflicts of interest that may arise in 
connection with multiple receiverships.

SEC. 213. BAN ON CERTAIN ACTIVITIES BY SENIOR EXECUTIVES AND DIRECTORS.

    (a) Prohibition Authority.--The Board of Governors or, if 
the covered financial company was not supervised by the Board 
of Governors, the Corporation, may exercise the authority 
provided by this section.
    (b) Authority To Issue Order.--The appropriate agency 
described in subsection (a) may take any action authorized by 
subsection (c), if the agency determines that--
            (1) a senior executive or a director of the covered 
        financial company, prior to the appointment of the 
        Corporation as receiver, has, directly or indirectly--
                    (A) violated--
                            (i) any law or regulation;
                            (ii) any cease-and-desist order 
                        which has become final;
                            (iii) any condition imposed in 
                        writing by a Federal agency in 
                        connection with any action on any 
                        application, notice, or request by such 
                        company or senior executive; or
                            (iv) any written agreement between 
                        such company and such agency;
                    (B) engaged or participated in any unsafe 
                or unsound practice in connection with any 
                financial company; or
                    (C) committed or engaged in any act, 
                omission, or practice which constitutes a 
                breach of the fiduciary duty of such senior 
                executive or director;
            (2) by reason of the violation, practice, or breach 
        described in any subparagraph of paragraph (1), such 
        senior executive or director has received financial 
        gain or other benefit by reason of such violation, 
        practice, or breach and such violation, practice, or 
        breach contributed to the failure of the company; and
            (3) such violation, practice, or breach--
                    (A) involves personal dishonesty on the 
                part of such senior executive or director; or
                    (B) demonstrates willful or continuing 
                disregard by such senior executive or director 
                for the safety or soundness of such company.
    (c) Authorized Actions.--
            (1) In general.--The appropriate agency for a 
        financial company, as described in subsection (a), may 
        serve upon a senior executive or director described in 
        subsection (b) a written notice of the intention of the 
        agency to prohibit any further participation by such 
        person, in any manner, in the conduct of the affairs of 
        any financial company for a period of time determined 
        by the appropriate agency to be commensurate with such 
        violation, practice, or breach, provided such period 
        shall be not less than 2 years.
            (2) Procedures.--The due process requirements and 
        other procedures under section 8(e) of the Federal 
        Deposit Insurance Act (12 U.S.C. 1818(e)) shall apply 
        to actions under this section as if the covered 
        financial company were an insured depository 
        institution and the senior executive or director were 
        an institution-affiliated party, as those terms are 
        defined in that Act.
    (d) Regulations.--The Corporation and the Board of 
Governors, in consultation with the Council, shall jointly 
prescribe rules or regulations to administer and carry out this 
section, including rules, regulations, or guidelines to further 
define the term senior executive for the purposes of this 
section.

SEC. 214. PROHIBITION ON TAXPAYER FUNDING.

    (a) Liquidation Required.--All financial companies put into 
receivership under this title shall be liquidated. No taxpayer 
funds shall be used to prevent the liquidation of any financial 
company under this title.
    (b) Recovery of Funds.--All funds expended in the 
liquidation of a financial company under this title shall be 
recovered from the disposition of assets of such financial 
company, or shall be the responsibility of the financial 
sector, through assessments.
    (c) No Losses to Taxpayers.--Taxpayers shall bear no losses 
from the exercise of any authority under this title.

SEC. 215. STUDY ON SECURED CREDITOR HAIRCUTS.

    (a) Study Required.--The Council shall conduct a study 
evaluating the importance of maximizing United States taxpayer 
protections and promoting market discipline with respect to the 
treatment of fully secured creditors in the utilization of the 
orderly liquidation authority authorized by this Act. In 
carrying out such study, the Council shall--
            (1) not be prejudicial to current or past laws or 
        regulations with respect to secured creditor treatment 
        in a resolution process;
            (2) study the similarities and differences between 
        the resolution mechanisms authorized by the Bankruptcy 
        Code, the Federal Deposit Insurance Corporation 
        Improvement Act of 1991, and the orderly liquidation 
        authority authorized by this Act;
            (3) determine how various secured creditors are 
        treated in such resolution mechanisms and examine how a 
        haircut (of various degrees) on secured creditors could 
        improve market discipline and protect taxpayers;
            (4) compare the benefits and dynamics of prudent 
        lending practices by depository institutions in secured 
        loans for consumers and small businesses to the lending 
        practices of secured creditors to large, interconnected 
        financial firms;
            (5) consider whether credit differs according to 
        different types of collateral and different terms and 
        timing of the extension of credit; and
            (6) include an examination of stakeholders who were 
        unsecured or under-collateralized and seek collateral 
        when a firm is failing, and the impact that such 
        behavior has on financial stability and an orderly 
        resolution that protects taxpayers if the firm fails.
    (b) Report.--Not later than the end of the 1-year period 
beginning on the date of enactment of this Act, the Council 
shall issue a report to the Congress containing all findings 
and conclusions made by the Council in carrying out the study 
required under subsection (a).

SEC. 216. STUDY ON BANKRUPTCY PROCESS FOR FINANCIAL AND NONBANK 
                    FINANCIAL INSTITUTIONS.

    (a) Study.--
            (1) In general.--Upon enactment of this Act, the 
        Board of Governors, in consultation with the 
        Administrative Office of the United States Courts, 
        shall conduct a study regarding the resolution of 
        financial companies under the Bankruptcy Code, under 
        chapter 7 or 11 thereof.
            (2) Issues to be studied.--Issues to be studied 
        under this section include--
                    (A) the effectiveness of chapter 7 and 
                chapter 11 of the Bankruptcy Code in 
                facilitating the orderly resolution or 
                reorganization of systemic financial companies;
                    (B) whether a special financial resolution 
                court or panel of special masters or judges 
                should be established to oversee cases 
                involving financial companies to provide for 
                the resolution of such companies under the 
                Bankruptcy Code, in a manner that minimizes 
                adverse impacts on financial markets without 
                creating moral hazard;
                    (C) whether amendments to the Bankruptcy 
                Code should be adopted to enhance the ability 
                of the Code to resolve financial companies in a 
                manner that minimizes adverse impacts on 
                financial markets without creating moral 
                hazard;
                    (D) whether amendments should be made to 
                the Bankruptcy Code, the Federal Deposit 
                Insurance Act, and other insolvency laws to 
                address the manner in which qualified financial 
                contracts of financial companies are treated; 
                and
                    (E) the implications, challenges, and 
                benefits to creating a new chapter or 
                subchapter of the Bankruptcy Code to deal with 
                financial companies.
    (b) Reports to Congress.--Not later than 1 year after the 
date of enactment of this Act, and in each successive year 
until the fifth year after the date of enactment of this Act, 
the Administrative Office of the United States courts shall 
submit to the Committees on Banking, Housing, and Urban Affairs 
and the Judiciary of the Senate and the Committees on Financial 
Services and the Judiciary of the House of Representatives a 
report summarizing the results of the study conducted under 
subsection (a).

SEC. 217. STUDY ON INTERNATIONAL COORDINATION RELATING TO BANKRUPTCY 
                    PROCESS FOR NONBANK FINANCIAL INSTITUTIONS.

    (a) Study.--
            (1) In general.--The Board of Governors, in 
        consultation with the Administrative Office of the 
        United States Courts, shall conduct a study regarding 
        international coordination relating to the resolution 
        of systemic financial companies under the United States 
        Bankruptcy Code and applicable foreign law.
            (2) Issues to be studied.--With respect to the 
        bankruptcy process for financial companies, issues to 
        be studied under this section include--
                    (A) the extent to which international 
                coordination currently exists;
                    (B) current mechanisms and structures for 
                facilitating international cooperation;
                    (C) barriers to effective international 
                coordination; and
                    (D) ways to increase and make more 
                effective international coordination of the 
                resolution of financial companies, so as to 
                minimize the impact on the financial system 
                without creating moral hazard.
    (b) Report to Congress.--Not later than 1 year after the 
date of enactment of this Act, the Administrative office of the 
United States Courts shall submit to the Committees on Banking, 
Housing, and Urban Affairs and the Judiciary of the Senate and 
the Committees on Financial Services and the Judiciary of the 
House of Representatives a report summarizing the results of 
the study conducted under subsection (a).

 TITLE III--TRANSFER OF POWERS TO THE COMPTROLLER OF THE CURRENCY, THE 
                CORPORATION, AND THE BOARD OF GOVERNORS

SEC. 300. SHORT TITLE.

    This title may be cited as the ``Enhancing Financial 
Institution Safety and Soundness Act of 2010''.

SEC. 301. PURPOSES.

    The purposes of this title are--
            (1) to provide for the safe and sound operation of 
        the banking system of the United States;
            (2) to preserve and protect the dual system of 
        Federal and State-chartered depository institutions;
            (3) to ensure the fair and appropriate supervision 
        of each depository institution, regardless of the size 
        or type of charter of the depository institution; and
            (4) to streamline and rationalize the supervision 
        of depository institutions and the holding companies of 
        depository institutions.

SEC. 302. DEFINITION.

    In this title, the term ``transferred employee'' means, as 
the context requires, an employee transferred to the Office of 
the Comptroller of the Currency or the Corporation under 
section 322.

               Subtitle A--Transfer of Powers and Duties

SEC. 311. TRANSFER DATE.

    (a) Transfer Date.--Except as provided in subsection (b), 
the term ``transfer date'' means the date that is 1 year after 
the date of enactment of this Act.
    (b) Extension Permitted.--
            (1) Notice required.--The Secretary, in 
        consultation with the Comptroller of the Currency, the 
        Director of the Office of Thrift Supervision, the 
        Chairman of the Board of Governors, and the Chairperson 
        of the Corporation, may extend the period under 
        subsection (a) and designate a transfer date that is 
        not later than 18 months after the date of enactment of 
        this Act, if the Secretary transmits to the Committee 
        on Banking, Housing, and Urban Affairs of the Senate 
        and the Committee on Financial Services of the House of 
        Representatives--
                    (A) a written determination that 
                commencement of the orderly process to 
                implement this title is not feasible by the 
                date that is 1 year after the date of enactment 
                of this Act;
                    (B) an explanation of why an extension is 
                necessary to commence the process of orderly 
                implementation of this title;
                    (C) the transfer date designated under this 
                subsection; and
                    (D) a description of the steps that will be 
                taken to initiate the process of an orderly and 
                timely implementation of this title within the 
                extended time period.
            (2) Publication of notice.--Not later than 270 days 
        after the date of enactment of this Act, the Secretary 
        shall publish in the Federal Register notice of any 
        transfer date designated under paragraph (1).

SEC. 312. POWERS AND DUTIES TRANSFERRED.

    (a) Effective Date.--This section, and the amendments made 
by this section, shall take effect on the transfer date.
    (b) Functions of the Office of Thrift Supervision.--
            (1) Savings and loan holding company functions 
        transferred.--
                    (A) Transfer of functions.--There are 
                transferred to the Board of Governors all 
                functions of the Office of Thrift Supervision 
                and the Director of the Office of Thrift 
                Supervision (including the authority to issue 
                orders) relating to--
                            (i) the supervision of--
                                    (I) any savings and loan 
                                holding company; and
                                    (II) any subsidiary (other 
                                than a depository institution) 
                                of a savings and loan holding 
                                company; and
                            (ii) all rulemaking authority of 
                        the Office of Thrift Supervision and 
                        the Director of the Office of Thrift 
                        Supervision relating to savings and 
                        loan holding companies.
                    (B) Powers, authorities, rights, and 
                duties.--The Board of Governors shall succeed 
                to all powers, authorities, rights, and duties 
                that were vested in the Office of Thrift 
                Supervision and the Director of the Office of 
                Thrift Supervision on the day before the 
                transfer date relating to the functions and 
                authority transferred under subparagraph (A).
            (2) All other functions transferred.--
                    (A) Board of governors.--All rulemaking 
                authority of the Office of Thrift Supervision 
                and the Director of the Office of Thrift 
                Supervision under section 11 of the Home 
                Owners' Loan Act (12 U.S.C. 1468) relating to 
                transactions with affiliates and extensions of 
                credit to executive officers, directors, and 
                principal shareholders and under section 5(q) 
                of such Act relating to tying arrangements is 
                transferred to the Board of Governors.
                    (B) Comptroller of the currency.--Except as 
                provided in paragraph (1) and subparagraph 
                (A)--
                            (i) there are transferred to the 
                        Office of the Comptroller of the 
                        Currency and the Comptroller of the 
                        Currency--
                                    (I) all functions of the 
                                Office of Thrift Supervision 
                                and the Director of the Office 
                                of Thrift Supervision, 
                                respectively, relating to 
                                Federal savings associations; 
                                and
                                    (II) all rulemaking 
                                authority of the Office of 
                                Thrift Supervision and the 
                                Director of the Office of 
                                Thrift Supervision, 
                                respectively, relating to 
                                savings associations; and
                            (ii) the Office of the Comptroller 
                        of the Currency and the Comptroller of 
                        the Currency shall succeed to all 
                        powers, authorities, rights, and duties 
                        that were vested in the Office of 
                        Thrift Supervision and the Director of 
                        the Office of Thrift Supervision, 
                        respectively, on the day before the 
                        transfer date relating to the functions 
                        and authority transferred under clause 
                        (i).
                    (C) Corporation.--Except as provided in 
                paragraph (1) and subparagraphs (A) and (B)--
                            (i) all functions of the Office of 
                        Thrift Supervision and the Director of 
                        the Office of Thrift Supervision 
                        relating to State savings associations 
                        are transferred to the Corporation; and
                            (ii) the Corporation shall succeed 
                        to all powers, authorities, rights, and 
                        duties that were vested in the Office 
                        of Thrift Supervision and the Director 
                        of the Office of Thrift Supervision on 
                        the day before the transfer date 
                        relating to the functions transferred 
                        under clause (i).
    (c) Conforming Amendments.--Section 3 of the Federal 
Deposit Insurance Act (12 U.S.C. 1813) is amended--
            (1) in subsection (q), by striking paragraphs (1) 
        through (4) and inserting the following:
            ``(1) the Office of the Comptroller of the 
        Currency, in the case of--
                    ``(A) any national banking association;
                    ``(B) any Federal branch or agency of a 
                foreign bank; and
                    ``(C) any Federal savings association;
            ``(2) the Federal Deposit Insurance Corporation, in 
        the case of--
                    ``(A) any State nonmember insured bank;
                    ``(B) any foreign bank having an insured 
                branch; and
                    ``(C) any State savings association;
            ``(3) the Board of Governors of the Federal Reserve 
        System, in the case of--
                    ``(A) any State member bank;
                    ``(B) any branch or agency of a foreign 
                bank with respect to any provision of the 
                Federal Reserve Act which is made applicable 
                under the International Banking Act of 1978;
                    ``(C) any foreign bank which does not 
                operate an insured branch;
                    ``(D) any agency or commercial lending 
                company other than a Federal agency;
                    ``(E) supervisory or regulatory proceedings 
                arising from the authority given to the Board 
                of Governors under section 7(c)(1) of the 
                International Banking Act of 1978, including 
                such proceedings under the Financial 
                Institutions Supervisory Act of 1966;
                    ``(F) any bank holding company and any 
                subsidiary (other than a depository 
                institution) of a bank holding company; and
                    ``(G) any savings and loan holding company 
                and any subsidiary (other than a depository 
                institution) of a savings and loan holding 
                company.''; and
            (2) in paragraphs (1) and (3) of subsection (u), by 
        striking ``(other than a bank holding company'' and 
        inserting ``(other than a bank holding company or 
        savings and loan holding company''.
    (d) Consumer Protection.--Nothing in this section may be 
construed to limit or otherwise affect the transfer of powers 
under title X.

SEC. 313. ABOLISHMENT.

    Effective 90 days after the transfer date, the Office of 
Thrift Supervision and the position of Director of the Office 
of Thrift Supervision are abolished.

SEC. 314. AMENDMENTS TO THE REVISED STATUTES.

    (a) Amendment to Section 324.--Section 324 of the Revised 
Statutes of the United States (12 U.S.C. 1) is amended to read 
as follows:

``SEC. 324. COMPTROLLER OF THE CURRENCY.

    ``(a) Office of the Comptroller of the Currency 
Established.--There is established in the Department of the 
Treasury a bureau to be known as the `Office of the Comptroller 
of the Currency' which is charged with assuring the safety and 
soundness of, and compliance with laws and regulations, fair 
access to financial services, and fair treatment of customers 
by, the institutions and other persons subject to its 
jurisdiction.
    ``(b) Comptroller of the Currency.--
            ``(1) In general.--The chief officer of the Office 
        of the Comptroller of the Currency shall be known as 
        the Comptroller of the Currency. The Comptroller of the 
        Currency shall perform the duties of the Comptroller of 
        the Currency under the general direction of the 
        Secretary of the Treasury. The Secretary of the 
        Treasury may not delay or prevent the issuance of any 
        rule or the promulgation of any regulation by the 
        Comptroller of the Currency, and may not intervene in 
        any matter or proceeding before the Comptroller of the 
        Currency (including agency enforcement actions), unless 
        otherwise specifically provided by law.
            ``(2) Additional authority.--The Comptroller of the 
        Currency shall have the same authority with respect to 
        functions transferred to the Comptroller of the 
        Currency under the Enhancing Financial Institution 
        Safety and Soundness Act of 2010 as was vested in the 
        Director of the Office of Thrift Supervision on the 
        transfer date, as defined in section 311 of that 
        Act.''.
    (b) Supervision of Federal Savings Associations.--Chapter 9 
of title VII of the Revised Statutes of the United States (12 
U.S.C. 1 et seq.) is amended by inserting after section 327A 
(12 U.S.C. 4a) the following:

``SEC. 327B. DEPUTY COMPTROLLER FOR THE SUPERVISION AND EXAMINATION OF 
                    FEDERAL SAVINGS ASSOCIATIONS.

    ``The Comptroller of the Currency shall designate a Deputy 
Comptroller, who shall be responsible for the supervision and 
examination of Federal savings associations.''.
    (c) Amendment to Section 329.--Section 329 of the Revised 
Statutes of the United States (12 U.S.C. 11) is amended by 
inserting before the period at the end the following: ``or any 
Federal savings association''.
    (d) Effective Date.--This section, and the amendments made 
by this section, shall take effect on the transfer date.

SEC. 315. FEDERAL INFORMATION POLICY.

    Section 3502(5) of title 44, United States Code, is amended 
by inserting ``Office of the Comptroller of the Currency,'' 
after ``the Securities and Exchange Commission,''.

SEC. 316. SAVINGS PROVISIONS.

    (a) Office of Thrift Supervision.--
            (1) Existing rights, duties, and obligations not 
        affected.--Sections 312(b) and 313 shall not affect the 
        validity of any right, duty, or obligation of the 
        United States, the Director of the Office of Thrift 
        Supervision, the Office of Thrift Supervision, or any 
        other person, that existed on the day before the 
        transfer date.
            (2) Continuation of suits.--This title shall not 
        abate any action or proceeding commenced by or against 
        the Director of the Office of Thrift Supervision or the 
        Office of Thrift Supervision before the transfer date, 
        except that--
                    (A) for any action or proceeding arising 
                out of a function of the Office of Thrift 
                Supervision or the Director of the Office of 
                Thrift Supervision transferred to the Board of 
                Governors by this title, the Board of Governors 
                shall be substituted for the Office of Thrift 
                Supervision or the Director of the Office of 
                Thrift Supervision as a party to the action or 
                proceeding on and after the transfer date;
                    (B) for any action or proceeding arising 
                out of a function of the Office of Thrift 
                Supervision or the Director of the Office of 
                Thrift Supervision transferred to the Office of 
                the Comptroller of the Currency or the 
                Comptroller of the Currency by this title, the 
                Office of the Comptroller of the Currency or 
                the Comptroller of the Currency shall be 
                substituted for the Office of Thrift 
                Supervision or the Director of the Office of 
                Thrift Supervision, as the case may be, as a 
                party to the action or proceeding on and after 
                the transfer date; and
                    (C) for any action or proceeding arising 
                out of a function of the Office of Thrift 
                Supervision or the Director of the Office of 
                Thrift Supervision transferred to the 
                Corporation by this title, the Corporation 
                shall be substituted for the Office of Thrift 
                Supervision or the Director of the Office of 
                Thrift Supervision as a party to the action or 
                proceeding on and after the transfer date.
    (b) Continuation of Existing OTS Orders, Resolutions, 
Determinations, Agreements, Regulations, etc.--All orders, 
resolutions, determinations, agreements, and regulations, 
interpretative rules, other interpretations, guidelines, 
procedures, and other advisory materials, that have been 
issued, made, prescribed, or allowed to become effective by the 
Office of Thrift Supervision or the Director of the Office of 
Thrift Supervision, or by a court of competent jurisdiction, in 
the performance of functions that are transferred by this title 
and that are in effect on the day before the transfer date, 
shall continue in effect according to the terms of such orders, 
resolutions, determinations, agreements, and regulations, 
interpretative rules, other interpretations, guidelines, 
procedures, and other advisory materials, and shall be 
enforceable by or against--
            (1) the Board of Governors, in the case of a 
        function of the Office of Thrift Supervision or the 
        Director of the Office of Thrift Supervision 
        transferred to the Board of Governors, until modified, 
        terminated, set aside, or superseded in accordance with 
        applicable law by the Board of Governors, by any court 
        of competent jurisdiction, or by operation of law;
            (2) the Office of the Comptroller of the Currency 
        or the Comptroller of the Currency, in the case of a 
        function of the Office of Thrift Supervision or the 
        Director of the Office of Thrift Supervision 
        transferred to the Office of the Comptroller of the 
        Currency or the Comptroller of the Currency, 
        respectively, until modified, terminated, set aside, or 
        superseded in accordance with applicable law by the 
        Office of the Comptroller of the Currency or the 
        Comptroller of the Currency, by any court of competent 
        jurisdiction, or by operation of law; and
            (3) the Corporation, in the case of a function of 
        the Office of Thrift Supervision or the Director of the 
        Office of Thrift Supervision transferred to the 
        Corporation, until modified, terminated, set aside, or 
        superseded in accordance with applicable law by the 
        Corporation, by any court of competent jurisdiction, or 
        by operation of law.
    (c) Identification of Regulations Continued.--
            (1) By the board of governors.--Not later than the 
        transfer date, the Board of Governors shall--
                    (A) identify the regulations continued 
                under subsection (b) that will be enforced by 
                the Board of Governors; and
                    (B) publish a list of the regulations 
                identified under subparagraph (A) in the 
                Federal Register.
            (2) By office of the comptroller of the currency.--
        Not later than the transfer date, the Office of the 
        Comptroller of the Currency shall--
                    (A) after consultation with the 
                Corporation, identify the regulations continued 
                under subsection (b) that will be enforced by 
                the Office of the Comptroller of the Currency; 
                and
                    (B) publish a list of the regulations 
                identified under subparagraph (A) in the 
                Federal Register.
            (3) By the corporation.--Not later than the 
        transfer date, the Corporation shall--
                    (A) after consultation with the Office of 
                the Comptroller of the Currency, identify the 
                regulations continued under subsection (b) that 
                will be enforced by the Corporation; and
                    (B) publish a list of the regulations 
                identified under subparagraph (A) in the 
                Federal Register.
    (d) Status of Regulations Proposed or Not Yet Effective.--
            (1) Proposed regulations.--Any proposed regulation 
        of the Office of Thrift Supervision, which the Office 
        of Thrift Supervision in performing functions 
        transferred by this title, has proposed before the 
        transfer date but has not published as a final 
        regulation before such date, shall be deemed to be a 
        proposed regulation of the Office of the Comptroller of 
        the Currency or the Board of Governors, as appropriate, 
        according to the terms of the proposed regulation.
            (2) Regulations not yet effective.--Any interim or 
        final regulation of the Office of Thrift Supervision, 
        which the Office of Thrift Supervision, in performing 
        functions transferred by this title, has published 
        before the transfer date but which has not become 
        effective before that date, shall become effective as a 
        regulation of the Office of the Comptroller of the 
        Currency or the Board of Governors, as appropriate, 
        according to the terms of the interim or final 
        regulation, unless modified, terminated, set aside, or 
        superseded in accordance with applicable law by the 
        Office of the Comptroller of the Currency or the Board 
        of Governors, as appropriate, by any court of competent 
        jurisdiction, or by operation of law.

SEC. 317. REFERENCES IN FEDERAL LAW TO FEDERAL BANKING AGENCIES.

    On and after the transfer date, any reference in Federal 
law to the Director of the Office of Thrift Supervision or the 
Office of Thrift Supervision, in connection with any function 
of the Director of the Office of Thrift Supervision or the 
Office of Thrift Supervision transferred under section 312(b) 
or any other provision of this subtitle, shall be deemed to be 
a reference to the Comptroller of the Currency, the Office of 
the Comptroller of the Currency, the Chairperson of the 
Corporation, the Corporation, the Chairman of the Board of 
Governors, or the Board of Governors, as appropriate and 
consistent with the amendments made in subtitle E.

SEC. 318. FUNDING.

    (a) Compensation of Examiners.--Section 5240 of the Revised 
Statutes of the United States (12 U.S.C. 481 et seq.) is 
amended--
            (1) in the second undesignated paragraph (12 U.S.C. 
        481), in the fourth sentence, by striking ``without 
        regard to the provisions of other laws applicable to 
        officers or employees of the United States'' and 
        inserting the following: ``set and adjusted subject to 
        chapter 71 of title 5, United States Code, and without 
        regard to the provisions of other laws applicable to 
        officers or employees of the United States''; and
            (2) in the third undesignated paragraph (12 U.S.C. 
        482), in the first sentence, by striking ``shall fix'' 
        and inserting ``shall, subject to chapter 71 of title 
        5, United States Code, fix''.
    (b) Funding of Office of the Comptroller of the Currency.--
Chapter 4 of title LXII of the Revised Statutes is amended by 
inserting after section 5240 (12 U.S.C. 481, 482) the 
following:
    ``Sec. 5240A.  The Comptroller of the Currency may collect 
an assessment, fee, or other charge from any entity described 
in section 3(q)(1) of the Federal Deposit Insurance Act (12 
U.S.C. 1813(q)(1)), as the Comptroller determines is necessary 
or appropriate to carry out the responsibilities of the Office 
of the Comptroller of the Currency. In establishing the amount 
of an assessment, fee, or charge collected from an entity under 
this section, the Comptroller of the Currency may take into 
account the nature and scope of the activities of the entity, 
the amount and type of assets that the entity holds, the 
financial and managerial condition of the entity, and any other 
factor, as the Comptroller of the Currency determines is 
appropriate. Funds derived from any assessment, fee, or charge 
collected or payment made pursuant to this section may be 
deposited by the Comptroller of the Currency in accordance with 
the provisions of section 5234. Such funds shall not be 
construed to be Government funds or appropriated monies, and 
shall not be subject to apportionment for purposes of chapter 
15 of title 31, United States Code, or any other provision of 
law. The authority of the Comptroller of the Currency under 
this section shall be in addition to the authority under 
section 5240.
    ``The Comptroller of the Currency shall have sole authority 
to determine the manner in which the obligations of the Office 
of the Comptroller of the Currency shall be incurred and its 
disbursements and expenses allowed and paid, in accordance with 
this section, except as provided in chapter 71 of title 5, 
United States Code (with respect to compensation).''.
    (c) Funding of Board of Governors.--Section 11 of the 
Federal Reserve Act (12 U.S.C. 248) is amended by adding at the 
end the following:
    ``(s) Assessments, Fees, and Other Charges for Certain 
Companies.--
            ``(1) In general.--The Board shall collect a total 
        amount of assessments, fees, or other charges from the 
        companies described in paragraph (2) that is equal to 
        the total expenses the Board estimates are necessary or 
        appropriate to carry out the supervisory and regulatory 
        responsibilities of the Board with respect to such 
        companies.
            ``(2) Companies.--The companies described in this 
        paragraph are--
                    ``(A) all bank holding companies having 
                total consolidated assets of $50,000,000,000 or 
                more;
                    ``(B) all savings and loan holding 
                companies having total consolidated assets of 
                $50,000,000,000 or more; and
                    ``(C) all nonbank financial companies 
                supervised by the Board under section 113 of 
                the Dodd-Frank Wall Street Reform and Consumer 
                Protection Act.''.
    (d) Corporation Examination Fees.--Section 10(e) of the 
Federal Deposit Insurance Act (12 U.S.C. 1820(e)) is amended by 
striking paragraph (1) and inserting the following:
            ``(1) Regular and special examinations of 
        depository institutions.--The cost of conducting any 
        regular examination or special examination of any 
        depository institution under subsection (b)(2), (b)(3), 
        or (d) or of any entity described in section 3(q)(2) 
        may be assessed by the Corporation against the 
        institution or entity to meet the expenses of the 
        Corporation in carrying out such examinations.''.
    (e) Effective Date.--This section, and the amendments made 
by this section, shall take effect on the transfer date.

SEC. 319. CONTRACTING AND LEASING AUTHORITY.

    Notwithstanding the Federal Property and Administrative 
Services Act of 1949 (41 U.S.C. 251 et seq.) or any other 
provision of law (except the full and open competition 
requirements of the Competition in Contracting Act), the Office 
of the Comptroller of the Currency may--
            (1) enter into and perform contracts, execute 
        instruments, and acquire real property (or property 
        interest) as the Comptroller deems necessary to carry 
        out the duties and responsibilities of the Office of 
        the Comptroller of the Currency; and
            (2) hold, maintain, sell, lease, or otherwise 
        dispose of the property (or property interest) acquired 
        under paragraph (1).

                  Subtitle B--Transitional Provisions

SEC. 321. INTERIM USE OF FUNDS, PERSONNEL, AND PROPERTY OF THE OFFICE 
                    OF THRIFT SUPERVISION.

    (a) In General.--Before the transfer date, the Office of 
the Comptroller of the Currency, the Corporation, and the Board 
of Governors shall--
            (1) consult and cooperate with the Office of Thrift 
        Supervision to facilitate the orderly transfer of 
        functions to the Office of the Comptroller of the 
        Currency, the Corporation, and the Board of Governors 
        in accordance with this title;
            (2) determine jointly, from time to time--
                    (A) the amount of funds necessary to pay 
                any expenses associated with the transfer of 
                functions (including expenses for personnel, 
                property, and administrative services) during 
                the period beginning on the date of enactment 
                of this Act and ending on the transfer date;
                    (B) which personnel are appropriate to 
                facilitate the orderly transfer of functions by 
                this title; and
                    (C) what property and administrative 
                services are necessary to support the Office of 
                the Comptroller of the Currency, the 
                Corporation, and the Board of Governors during 
                the period beginning on the date of enactment 
                of this Act and ending on the transfer date; 
                and
            (3) take such actions as may be necessary to 
        provide for the orderly implementation of this title.
    (b) Agency Consultation.--When requested jointly by the 
Office of the Comptroller of the Currency, the Corporation, and 
the Board of Governors to do so before the transfer date, the 
Office of Thrift Supervision shall--
            (1) pay to the Office of the Comptroller of the 
        Currency, the Corporation, or the Board of Governors, 
        as applicable, from funds obtained by the Office of 
        Thrift Supervision through assessments, fees, or other 
        charges that the Office of Thrift Supervision is 
        authorized by law to impose, such amounts as the Office 
        of the Comptroller of the Currency, the Corporation, 
        and the Board of Governors jointly determine to be 
        necessary under subsection (a);
            (2) detail to the Office of the Comptroller of the 
        Currency, the Corporation, or the Board of Governors, 
        as applicable, such personnel as the Office of the 
        Comptroller of the Currency, the Corporation, and the 
        Board of Governors jointly determine to be appropriate 
        under subsection (a); and
            (3) make available to the Office of the Comptroller 
        of the Currency, the Corporation, or the Board of 
        Governors, as applicable, such property and provide to 
        the Office of the Comptroller of the Currency, the 
        Corporation, or the Board of Governors, as applicable, 
        such administrative services as the Office of the 
        Comptroller of the Currency, the Corporation, and the 
        Board of Governors jointly determine to be necessary 
        under subsection (a).
    (c) Notice Required.--The Office of the Comptroller of the 
Currency, the Corporation, and the Board of Governors shall 
jointly give the Office of Thrift Supervision reasonable prior 
notice of any request that the Office of the Comptroller of the 
Currency, the Corporation, and the Board of Governors jointly 
intend to make under subsection (b).

SEC. 322. TRANSFER OF EMPLOYEES.

    (a) In General.--
            (1) Office of thrift supervision employees.--
                    (A) In general.--Except as provided in 
                section 1064, all employees of the Office of 
                Thrift Supervision shall be transferred to the 
                Office of the Comptroller of the Currency or 
                the Corporation for employment in accordance 
                with this section.
                    (B) Allocating employees for transfer to 
                receiving agencies.--The Director of the Office 
                of Thrift Supervision, the Comptroller of the 
                Currency, and the Chairperson of the 
                Corporation shall--
                            (i) jointly determine the number of 
                        employees of the Office of Thrift 
                        Supervision necessary to perform or 
                        support the functions that are 
                        transferred to the Office of the 
                        Comptroller of the Currency or the 
                        Corporation by this title; and
                            (ii) consistent with the 
                        determination under clause (i), jointly 
                        identify employees of the Office of 
                        Thrift Supervision for transfer to the 
                        Office of the Comptroller of the 
                        Currency or the Corporation.
            (2) Employees transferred; service periods 
        credited.--For purposes of this section, periods of 
        service with a Federal home loan bank, a joint office 
        of Federal home loan banks, or a Federal reserve bank 
        shall be credited as periods of service with a Federal 
        agency.
            (3) Appointment authority for excepted service 
        transferred.--
                    (A) In general.--Except as provided in 
                subparagraph (B), any appointment authority of 
                the Office of Thrift Supervision under Federal 
                law that relates to the functions transferred 
                under section 312, including the regulations of 
                the Office of Personnel Management, for filling 
                the positions of employees in the excepted 
                service shall be transferred to the Comptroller 
                of the Currency or the Chairperson of the 
                Corporation, as appropriate.
                    (B) Declining transfers allowed.--The 
                Comptroller of the Currency or the Chairperson 
                of the Corporation may decline to accept a 
                transfer of authority under subparagraph (A) 
                (and the employees appointed under that 
                authority) to the extent that such authority 
                relates to positions excepted from the 
                competitive service because of their 
                confidential, policy-making, policy-
                determining, or policy-advocating character.
            (4) Additional appointment authority.--
        Notwithstanding any other provision of law, the Office 
        of the Comptroller of the Currency and the Corporation 
        may appoint transferred employees to positions in the 
        Office of the Comptroller of the Currency or the 
        Corporation, respectively.
    (b) Timing of Transfers and Position Assignments.--Each 
employee to be transferred under subsection (a)(1) shall--
            (1) be transferred not later than 90 days after the 
        transfer date; and
            (2) receive notice of the position assignment of 
        the employee not later than 120 days after the 
        effective date of the transfer of the employee.
    (c) Transfer of Functions.--
            (1) In general.--Notwithstanding any other 
        provision of law, the transfer of employees under this 
        subtitle shall be deemed a transfer of functions for 
        the purpose of section 3503 of title 5, United States 
        Code.
            (2) Priority.--If any provision of this subtitle 
        conflicts with any protection provided to a transferred 
        employee under section 3503 of title 5, United States 
        Code, the provisions of this subtitle shall control.
    (d) Employee Status and Eligibility.--The transfer of 
functions and employees under this subtitle, and the 
abolishment of the Office of Thrift Supervision under section 
313, shall not affect the status of the transferred employees 
as employees of an agency of the United States under any 
provision of law.
    (e) Equal Status and Tenure Positions.--
            (1) Status and tenure.--Each transferred employee 
        from the Office of Thrift Supervision shall be placed 
        in a position at the Office of the Comptroller of the 
        Currency or the Corporation with the same status and 
        tenure as the transferred employee held on the day 
        before the date on which the employee was transferred.
            (2) Functions.--To the extent practicable, each 
        transferred employee shall be placed in a position at 
        the Office of the Comptroller of the Currency or the 
        Corporation, as applicable, responsible for the same 
        functions and duties as the transferred employee had on 
        the day before the date on which the employee was 
        transferred, in accordance with the expertise and 
        preferences of the transferred employee.
    (f) No Additional Certification Requirements.--An examiner 
who is a transferred employee shall not be subject to any 
additional certification requirements before being placed in a 
comparable position at the Office of the Comptroller of the 
Currency or the Corporation, if the examiner carries out 
examinations of the same type of institutions as an employee of 
the Office of the Comptroller of the Currency or the 
Corporation as the employee was responsible for carrying out 
before the date on which the employee was transferred.
    (g) Personnel Actions Limited.--
            (1) Protection.--
                    (A) In general.--Except as provided in 
                paragraph (2), each affected employee shall 
                not, during the 30-month period beginning on 
                the transfer date, be involuntarily separated, 
                or involuntarily reassigned outside his or her 
                locality pay area.
                    (B) Affected employees.--For purposes of 
                this paragraph, the term ``affected employee'' 
                means--
                            (i) an employee transferred from 
                        the Office of Thrift Supervision 
                        holding a permanent position on the day 
                        before the transfer date; and
                            (ii) an employee of the Office of 
                        the Comptroller of the Currency or the 
                        Corporation holding a permanent 
                        position on the day before the transfer 
                        date.
            (2) Exceptions.--Paragraph (1) does not limit the 
        right of the Office of the Comptroller of the Currency 
        or the Corporation to--
                    (A) separate an employee for cause or for 
                unacceptable performance;
                    (B) terminate an appointment to a position 
                excepted from the competitive service because 
                of its confidential policy-making, policy-
                determining, or policy-advocating character; or
                    (C) reassign an employee outside such 
                employee's locality pay area when the Office of 
                the Comptroller of the Currency or the 
                Corporation determines that the reassignment is 
                necessary for the efficient operation of the 
                agency.
    (h) Pay.--
            (1) 30-month protection.--Except as provided in 
        paragraph (2), during the 30-month period beginning on 
        the date on which the employee was transferred under 
        this subtitle, a transferred employee shall be paid at 
        a rate that is not less than the basic rate of pay, 
        including any geographic differential, that the 
        transferred employee received during the pay period 
        immediately preceding the date on which the employee 
        was transferred. Notwithstanding the preceding 
        sentence, if the employee was receiving a higher rate 
        of basic pay on a temporary basis (because of a 
        temporary assignment, temporary promotion, or other 
        temporary action) immediately before the transfer, the 
        Agency may reduce the rate of basic pay on the date the 
        rate would have been reduced but for the transfer, and 
        the protected rate for the remainder of the 30-month 
        period will be the reduced rate that would have applied 
        but for the transfer.
            (2) Exceptions.--The Comptroller of the Currency or 
        the Corporation may reduce the rate of basic pay of a 
        transferred employee--
                    (A) for cause, including for unacceptable 
                performance; or
                    (B) with the consent of the transferred 
                employee.
            (3) Protection only while employed.--This 
        subsection shall apply to a transferred employee only 
        during the period that the transferred employee remains 
        employed by Office of the Comptroller of the Currency 
        or the Corporation.
            (4) Pay increases permitted.--Nothing in this 
        subsection shall limit the authority of the Comptroller 
        of the Currency or the Chairperson of the Corporation 
        to increase the pay of a transferred employee.
    (i) Benefits.--
            (1) Retirement benefits for transferred 
        employees.--
                    (A) In general.--
                            (i) Continuation of existing 
                        retirement plan.--Each transferred 
                        employee shall remain enrolled in the 
                        retirement plan of the transferred 
                        employee, for as long as the 
                        transferred employee is employed by the 
                        Office of the Comptroller of the 
                        Currency or the Corporation.
                            (ii) Employer's contribution.--The 
                        Comptroller of the Currency or the 
                        Chairperson of the Corporation, as 
                        appropriate, shall pay any employer 
                        contributions to the existing 
                        retirement plan of each transferred 
                        employee, as required under each such 
                        existing retirement plan.
                    (B) Definition.--In this paragraph, the 
                term ``existing retirement plan'' means, with 
                respect to a transferred employee, the 
                retirement plan (including the Financial 
                Institutions Retirement Fund), and any 
                associated thrift savings plan, of the agency 
                from which the employee was transferred in 
                which the employee was enrolled on the day 
                before the date on which the employee was 
                transferred.
            (2) Benefits other than retirement benefits.--
                    (A) During first year.--
                            (i) Existing plans continue.--
                        During the 1-year period following the 
                        transfer date, each transferred 
                        employee may retain membership in any 
                        employee benefit program (other than a 
                        retirement benefit program) of the 
                        agency from which the employee was 
                        transferred under this title, including 
                        any dental, vision, long term care, or 
                        life insurance program to which the 
                        employee belonged on the day before the 
                        transfer date.
                            (ii) Employer's contribution.--The 
                        Office of the Comptroller of the 
                        Currency or the Corporation, as 
                        appropriate, shall pay any employer 
                        cost required to extend coverage in the 
                        benefit program to the transferred 
                        employee as required under that program 
                        or negotiated agreements.
                    (B) Dental, vision, or life insurance after 
                first year.--If, after the 1-year period 
                beginning on the transfer date, the Office of 
                the Comptroller of the Currency or the 
                Corporation determines that the Office of the 
                Comptroller of the Currency or the Corporation, 
                as the case may be, will not continue to 
                participate in any dental, vision, or life 
                insurance program of an agency from which an 
                employee was transferred, a transferred 
                employee who is a member of the program may, 
                before the decision takes effect and without 
                regard to any regularly scheduled open season, 
                elect to enroll in--
                            (i) the enhanced dental benefits 
                        program established under chapter 89A 
                        of title 5, United States Code;
                            (ii) the enhanced vision benefits 
                        established under chapter 89B of title 
                        5, United States Code; and
                            (iii) the Federal Employees' Group 
                        Life Insurance Program established 
                        under chapter 87 of title 5, United 
                        States Code, without regard to any 
                        requirement of insurability.
                    (C) Long term care insurance after 1st 
                year.--If, after the 1-year period beginning on 
                the transfer date, the Office of the 
                Comptroller of the Currency or the Corporation 
                determines that the Office of the Comptroller 
                of the Currency or the Corporation, as 
                appropriate, will not continue to participate 
                in any long term care insurance program of an 
                agency from which an employee transferred, a 
                transferred employee who is a member of such a 
                program may, before the decision takes effect, 
                elect to apply for coverage under the Federal 
                Long Term Care Insurance Program established 
                under chapter 90 of title 5, United States 
                Code, under the underwriting requirements 
                applicable to a new active workforce member, as 
                described in part 875 of title 5, Code of 
                Federal Regulations (or any successor thereto).
                    (D) Contribution of transferred employee.--
                            (i) In general.--Subject to clause 
                        (ii), a transferred employee who is 
                        enrolled in a plan under the Federal 
                        Employees Health Benefits Program shall 
                        pay any employee contribution required 
                        under the plan.
                            (ii) Cost differential.--The Office 
                        of the Comptroller of the Currency or 
                        the Corporation, as applicable, shall 
                        pay any difference in cost between the 
                        employee contribution required under 
                        the plan provided to transferred 
                        employees by the agency from which the 
                        employee transferred on the date of 
                        enactment of this Act and the plan 
                        provided by the Office of the 
                        Comptroller of the Currency or the 
                        Corporation, as the case may be, under 
                        this section.
                            (iii) Funds transfer.--The Office 
                        of the Comptroller of the Currency or 
                        the Corporation, as the case may be, 
                        shall transfer to the Employees Health 
                        Benefits Fund established under section 
                        8909 of title 5, United States Code, an 
                        amount determined by the Director of 
                        the Office of Personnel Management, 
                        after consultation with the Comptroller 
                        of the Currency or the Chairperson of 
                        the Corporation, as the case may be, 
                        and the Office of Management and 
                        Budget, to be necessary to reimburse 
                        the Fund for the cost to the Fund of 
                        providing any benefits under this 
                        subparagraph that are not otherwise 
                        paid for by a transferred employee 
                        under clause (i).
                    (E) Special provisions to ensure 
                continuation of life insurance benefits.--
                            (i) In general.--An annuitant, as 
                        defined in section 8901 of title 5, 
                        United States Code, who is enrolled in 
                        a life insurance plan administered by 
                        an agency from which employees are 
                        transferred under this title on the day 
                        before the transfer date shall be 
                        eligible for coverage by a life 
                        insurance plan under sections 8706(b), 
                        8714a, 8714b, or 8714c of title 5, 
                        United States Code, or by a life 
                        insurance plan established by the 
                        Office of the Comptroller of the 
                        Currency or the Corporation, as 
                        applicable, without regard to any 
                        regularly scheduled open season or any 
                        requirement of insurability.
                            (ii) Contribution of transferred 
                        employee.--
                                    (I) In general.--Subject to 
                                subclause (II), a transferred 
                                employee enrolled in a life 
                                insurance plan under this 
                                subparagraph shall pay any 
                                employee contribution required 
                                by the plan.
                                    (II) Cost differential.--
                                The Office of the Comptroller 
                                of the Currency or the 
                                Corporation, as the case may 
                                be, shall pay any difference in 
                                cost between the benefits 
                                provided by the agency from 
                                which the employee transferred 
                                on the date of enactment of 
                                this Act and the benefits 
                                provided under this section.
                                    (III) Funds transfer.--The 
                                Office of the Comptroller of 
                                the Currency or the 
                                Corporation, as the case may 
                                be, shall transfer to the 
                                Federal Employees' Group Life 
                                Insurance Fund established 
                                under section 8714 of title 5, 
                                United States Code, an amount 
                                determined by the Director of 
                                the Office of Personnel 
                                Management, after consultation 
                                with the Comptroller of the 
                                Currency or the Chairperson of 
                                the Corporation, as the case 
                                may be, and the Office of 
                                Management and Budget, to be 
                                necessary to reimburse the 
                                Federal Employees' Group Life 
                                Insurance Fund for the cost to 
                                the Federal Employees' Group 
                                Life Insurance Fund of 
                                providing benefits under this 
                                subparagraph not otherwise paid 
                                for by a transferred employee 
                                under subclause (I).
                                    (IV) Credit for time 
                                enrolled in other plans.--For 
                                any transferred employee, 
                                enrollment in a life insurance 
                                plan administered by the agency 
                                from which the employee 
                                transferred, immediately before 
                                enrollment in a life insurance 
                                plan under chapter 87 of title 
                                5, United States Code, shall be 
                                considered as enrollment in a 
                                life insurance plan under that 
                                chapter for purposes of section 
                                8706(b)(1)(A) of title 5, 
                                United States Code.
    (j) Incorporation Into Agency Pay System.--Not later than 
30 months after the transfer date, the Comptroller of the 
Currency and the Chairperson of the Corporation shall place 
each transferred employee into the established pay system and 
structure of the appropriate employing agency.
    (k) Equitable Treatment.--In administering the provisions 
of this section, the Comptroller of the Currency and the 
Chairperson of the Corporation--
            (1) may not take any action that would unfairly 
        disadvantage a transferred employee relative to any 
        other employee of the Office of the Comptroller of the 
        Currency or the Corporation on the basis of prior 
        employment by the Office of Thrift Supervision;
            (2) may take such action as is appropriate in an 
        individual case to ensure that a transferred employee 
        receives equitable treatment, with respect to the 
        status, tenure, pay, benefits (other than benefits 
        under programs administered by the Office of Personnel 
        Management), and accrued leave or vacation time for 
        prior periods of service with any Federal agency of the 
        transferred employee;
            (3) shall, jointly with the Director of the Office 
        of Thrift Supervision, develop and adopt procedures and 
        safeguards designed to ensure that the requirements of 
        this subsection are met; and
            (4) shall conduct a study detailing the position 
        assignments of all employees transferred pursuant to 
        subsection (a), describing the procedures and 
        safeguards adopted pursuant to paragraph (3), and 
        demonstrating that the requirements of this subsection 
        have been met; and shall, not later than 365 days after 
        the transfer date, submit a copy of such study to 
        Congress.
    (l) Reorganization.--
            (1) In general.--If the Comptroller of the Currency 
        or the Chairperson of the Corporation determines, 
        during the 2-year period beginning 1 year after the 
        transfer date, that a reorganization of the staff of 
        the Office of the Comptroller of the Currency or the 
        Corporation, respectively, is required, the 
        reorganization shall be deemed a ``major 
        reorganization'' for purposes of affording affected 
        employees retirement under section 8336(d)(2) or 
        8414(b)(1)(B) of title 5, United States Code.
            (2) Service credit.--For purposes of this 
        subsection, periods of service with a Federal home loan 
        bank or a joint office of Federal home loan banks shall 
        be credited as periods of service with a Federal 
        agency.

SEC. 323. PROPERTY TRANSFERRED.

    (a) Property Defined.--For purposes of this section, the 
term ``property'' includes all real property (including 
leaseholds) and all personal property, including computers, 
furniture, fixtures, equipment, books, accounts, records, 
reports, files, memoranda, paper, reports of examination, work 
papers, and correspondence related to such reports, and any 
other information or materials.
    (b) Property of the Office of Thrift Supervision.--
            (1) In general.--No later than 90 days after the 
        transfer date, all property of the Office of Thrift 
        Supervision (other than property described under 
        paragraph (b)(2)) that the Comptroller of the Currency 
        and the Chairperson of the Corporation jointly 
        determine is used, on the day before the transfer date, 
        to perform or support the functions of the Office of 
        Thrift Supervision transferred to the Office of the 
        Comptroller of the Currency or the Corporation under 
        this title, shall be transferred to the Office of the 
        Comptroller of the Currency or the Corporation in a 
        manner consistent with the transfer of employees under 
        this subtitle.
            (2) Personal property.--All books, accounts, 
        records, reports, files, memoranda, papers, documents, 
        reports of examination, work papers, and correspondence 
        of the Office of Thrift Supervision that the 
        Comptroller of the Currency, the Chairperson of the 
        Corporation, and the Chairman of the Board of Governors 
        jointly determine is used, on the day before the 
        transfer date, to perform or support the functions of 
        the Office of Thrift Supervision transferred to the 
        Board of Governors under this title shall be 
        transferred to the Board of Governors in a manner 
        consistent with the purposes of this title.
    (c) Contracts Related to Property Transferred.--Each 
contract, agreement, lease, license, permit, and similar 
arrangement relating to property transferred to the Office of 
the Comptroller of the Currency or the Corporation by this 
section shall be transferred to the Office of the Comptroller 
of the Currency or the Corporation, as appropriate, together 
with the property to which it relates.
    (d) Preservation of Property.--Property identified for 
transfer under this section shall not be altered, destroyed, or 
deleted before transfer under this section.

SEC. 324. FUNDS TRANSFERRED.

    The funds that, on the day before the transfer date, the 
Director of the Office of Thrift Supervision (in consultation 
with the Comptroller of the Currency, the Chairperson of the 
Corporation, and the Chairman of the Board of Governors) 
determines are not necessary to dispose of the affairs of the 
Office of Thrift Supervision under section 325 and are 
available to the Office of Thrift Supervision to pay the 
expenses of the Office of Thrift Supervision--
            (1) relating to the functions of the Office of 
        Thrift Supervision transferred under section 
        312(b)(2)(B), shall be transferred to the Office of the 
        Comptroller of the Currency on the transfer date;
            (2) relating to the functions of the Office of 
        Thrift Supervision transferred under section 
        312(b)(2)(C), shall be transferred to the Corporation 
        on the transfer date; and
            (3) relating to the functions of the Office of 
        Thrift Supervision transferred under section 
        312(b)(1)(A), shall be transferred to the Board of 
        Governors on the transfer date.

SEC. 325. DISPOSITION OF AFFAIRS.

    (a) Authority of Director.--During the 90-day period 
beginning on the transfer date, the Director of the Office of 
Thrift Supervision--
            (1) shall, solely for the purpose of winding up the 
        affairs of the Office of Thrift Supervision relating to 
        any function transferred to the Office of the 
        Comptroller of the Currency, the Corporation, or the 
        Board of Governors under this title--
                    (A) manage the employees of the Office of 
                Thrift Supervision who have not yet been 
                transferred and provide for the payment of the 
                compensation and benefits of the employees that 
                accrue before the date on which the employees 
                are transferred under this title; and
                    (B) manage any property of the Office of 
                Thrift Supervision, until the date on which the 
                property is transferred under section 323; and
            (2) may take any other action necessary to wind up 
        the affairs of the Office of Thrift Supervision.
    (b) Status of Director.--
            (1) In general.--Notwithstanding the transfer of 
        functions under this subtitle, during the 90-day period 
        beginning on the transfer date, the Director of the 
        Office of Thrift Supervision shall retain and may 
        exercise any authority vested in the Director of the 
        Office of Thrift Supervision on the day before the 
        transfer date, only to the extent necessary--
                    (A) to wind up the Office of Thrift 
                Supervision; and
                    (B) to carry out the transfer under this 
                subtitle during such 90-day period.
            (2) Other provisions.--For purposes of paragraph 
        (1), the Director of the Office of Thrift Supervision 
        shall, during the 90-day period beginning on the 
        transfer date, continue to be--
                    (A) treated as an officer of the United 
                States; and
                    (B) entitled to receive compensation at the 
                same annual rate of basic pay that the Director 
                of the Office of Thrift Supervision received on 
                the day before the transfer date.

SEC. 326. CONTINUATION OF SERVICES.

    Any agency, department, or other instrumentality of the 
United States, and any successor to any such agency, 
department, or instrumentality, that was, before the transfer 
date, providing support services to the Office of Thrift 
Supervision in connection with functions transferred to the 
Office of the Comptroller of the Currency, the Corporation or 
the Board of Governors under this title, shall--
            (1) continue to provide such services, subject to 
        reimbursement by the Office of the Comptroller of the 
        Currency, the Corporation, or the Board of Governors, 
        until the transfer of functions under this title is 
        complete; and
            (2) consult with the Comptroller of the Currency, 
        the Chairperson of the Corporation, or the Chairman of 
        the Board of Governors, as appropriate, to coordinate 
        and facilitate a prompt and orderly transition.

SEC. 327. IMPLEMENTATION PLAN AND REPORTS.

    (a) Plan Submission.--Within 180 days of the enactment of 
the Dodd-Frank Wall Street Reform and Consumer Protection Act, 
the Board of Governors, the Corporation, the Office of the 
Comptroller of the Currency, and the Office of Thrift 
Supervision, shall jointly submit a plan to the Committee on 
Banking, Housing, and Urban Affairs of the Senate, the 
Committee on Financial Services of the House of 
Representatives, and the Inspectors General of the Department 
of the Treasury, the Corporation, and the Board of Governors 
detailing the steps the Board of Governors, the Corporation, 
the Office of the Comptroller of the Currency, and the Office 
of Thrift Supervision will take to implement the provisions of 
sections 301 through 326, and the provisions of the amendments 
made by such sections.
    (b) Inspectors General Review of the Plan.--Within 60 days 
of receiving the plan required under subsection (a), the 
Inspectors General of the Department of the Treasury, the 
Corporation, and the Board of Governors shall jointly provide a 
written report to the Board of Governors, the Corporation, the 
Office of the Comptroller of the Currency, and the Office of 
Thrift Supervision and shall submit a copy to the Committee on 
Banking, Housing, and Urban Affairs of the Senate and the 
Committee on Financial Services of the House of Representatives 
detailing whether the plan conforms with the provisions of 
sections 301 through 326, and the provisions of the amendments 
made by such sections, including--
            (1) whether the plan sufficiently takes into 
        consideration the orderly transfer of personnel;
            (2) whether the plan describes procedures and 
        safeguards to ensure that the Office of Thrift 
        Supervision employees are not unfairly disadvantaged 
        relative to employees of the Office of the Comptroller 
        of the Currency and the Corporation;
            (3) whether the plan sufficiently takes into 
        consideration the orderly transfer of authority and 
        responsibilities;
            (4) whether the plan sufficiently takes into 
        consideration the effective transfer of funds;
            (5) whether the plan sufficiently takes in 
        consideration the orderly transfer of property; and
            (6) any additional recommendations for an orderly 
        and effective process.
    (c) Implementation Reports.--Not later than 6 months after 
the date on which the Committee on Banking, Housing, and Urban 
Affairs of the Senate and the Committee on Financial Services 
of the House of Representatives receives the report required 
under subsection (b), and every 6 months thereafter until all 
aspects of the plan have been implemented, the Inspectors 
General of the Department of the Treasury, the Corporation, and 
the Board of Governors shall jointly provide a written report 
on the status of the implementation of the plan to the Board of 
Governors, the Corporation, the Office of the Comptroller of 
the Currency, and the Office of Thrift Supervision and shall 
submit a copy to the Committee on Banking, Housing, and Urban 
Affairs of the Senate and the Committee on Financial Services 
of the House of Representatives.

           Subtitle C--Federal Deposit Insurance Corporation

SEC. 331. DEPOSIT INSURANCE REFORMS.

    (a) Size Distinctions.--Section 7(b)(2) of the Federal 
Deposit Insurance Act (12 U.S.C. 1817(b)(2)) is amended--
            (1) by striking subparagraph (D); and
            (2) by redesignating subparagraph (C) as 
        subparagraph (D).
    (b) Assessment Base.--The Corporation shall amend the 
regulations issued by the Corporation under section 7(b)(2) of 
the Federal Deposit Insurance Act (12 U.S.C. 1817(b)(2)) to 
define the term ``assessment base'' with respect to an insured 
depository institution for purposes of that section 7(b)(2), as 
an amount equal to--
            (1) the average consolidated total assets of the 
        insured depository institution during the assessment 
        period; minus
            (2) the sum of--
                    (A) the average tangible equity of the 
                insured depository institution during the 
                assessment period; and
                    (B) in the case of an insured depository 
                institution that is a custodial bank (as 
                defined by the Corporation, based on factors 
                including the percentage of total revenues 
                generated by custodial businesses and the level 
                of assets under custody) or a banker's bank (as 
                that term is used in section 5136 of the 
                Revised Statutes (12 U.S.C. 24)), an amount 
                that the Corporation determines is necessary to 
                establish assessments consistent with the 
                definition under section 7(b)(1) of the Federal 
                Deposit Insurance Act (12 U.S.C. 1817(b)(1)) 
                for a custodial bank or a banker's bank.

SEC. 332. ELIMINATION OF PROCYCLICAL ASSESSMENTS.

    Section 7(e) of the Federal Deposit Insurance Act is 
amended--
            (1) in paragraph (2)--
                    (A) by amending subparagraph (B) to read as 
                follows:
                    ``(B) Limitation.--The Board of Directors 
                may, in its sole discretion, suspend or limit 
                the declaration of payment of dividends under 
                subparagraph (A).'';
                    (B) by amending subparagraph (C) to read as 
                follows:
                    ``(C) Notice and opportunity for comment.--
                The Corporation shall prescribe, by regulation, 
                after notice and opportunity for comment, the 
                method for the declaration, calculation, 
                distribution, and payment of dividends under 
                this paragraph''; and
                    (C) by striking subparagraphs (D) through 
                (G); and
            (2) in paragraph (4)(A) by striking ``paragraphs 
        (2)(D) and'' and inserting ``paragraphs (2) and''.

SEC. 333. ENHANCED ACCESS TO INFORMATION FOR DEPOSIT INSURANCE 
                    PURPOSES.

    (a) Section 7(a)(2)(B) of the Federal Deposit Insurance Act 
is amended by striking ``agreement'' and inserting 
``consultation''.
    (b) Section 7(b)(1)(E) of the Federal Deposit Insurance Act 
is amended--
            (1) in clause (i), by striking ``such as'' and 
        inserting ``including''; and
            (2) in clause (iii), by striking ``Corporation'' 
        and inserting ``Corporation, except as provided in 
        section 7(a)(2)(B)''.

SEC. 334. TRANSITION RESERVE RATIO REQUIREMENTS TO REFLECT NEW 
                    ASSESSMENT BASE.

    (a) Section 7(b)(3)(B) of the Federal Deposit Insurance Act 
is amended to read as follows:
                    ``(B) Minimum reserve ratio.--The reserve 
                ratio designated by the Board of Directors for 
                any year may not be less than 1.35 percent of 
                estimated insured deposits, or the comparable 
                percentage of the assessment base set forth in 
                paragraph (2)(C).''.
    (b) Section 3(y)(3) of the Federal Deposit Insurance Act is 
amended by inserting ``, or such comparable percentage of the 
assessment base set forth in section 7(b)(2)(C)'' before the 
period.
    (c) For a period of not less than 5 years after the date of 
the enactment of this title, the Federal Deposit Insurance 
Corporation shall make available to the public the reserve 
ratio and the designated reserve ratio using both estimated 
insured deposits and the assessment base under section 
7(b)(2)(C) of the Federal Deposit Insurance Act.
    (d) Reserve ratio.--Notwithstanding the timing requirements 
of section 7(b)(3)(E)(ii) of the Federal Deposit Insurance Act, 
the Corporation shall take such steps as may be necessary for 
the reserve ratio of the Deposit Insurance Fund to reach 1.35 
percent of estimated insured deposits by September 30, 2020.
    (e) Offset.--In setting the assessments necessary to meet 
the requirements of subsection (d), the Corporation shall 
offset the effect of subsection (d) on insured depository 
institutions with total consolidated assets of less than 
$10,000,000,000.

SEC. 335. PERMANENT INCREASE IN DEPOSIT AND SHARE INSURANCE.

    (a) Permanent Increase in Deposit Insurance.--Section 
11(a)(1)(E) of the Federal Deposit Insurance Act (12 U.S.C. 
1821(a)(1)(E)) is amended--
            (1) by striking ``$100,000'' and inserting 
        ``$250,000''; and
            (2) by adding at the end the following new 
        sentences: ``Notwithstanding any other provision of 
        law, the increase in the standard maximum deposit 
        insurance amount to $250,000 shall apply to depositors 
        in any institution for which the Corporation was 
        appointed as receiver or conservator on or after 
        January 1, 2008, and before October 3, 2008. The 
        Corporation shall take such actions as are necessary to 
        carry out the requirements of this section with respect 
        to such depositors, without regard to any time 
        limitations under this Act. In implementing this and 
        the preceding 2 sentences, any payment on a deposit 
        claim made by the Corporation as receiver or 
        conservator to a depositor above the standard maximum 
        deposit insurance amount in effect at the time of the 
        appointment of the Corporation as receiver or 
        conservator shall be deemed to be part of the net 
        amount due to the depositor under subparagraph (B).''
    (b) Permanent Increase in Share Insurance.--Section 
207(k)(5) of the Federal Credit Union Act (12 U.S.C. 
1787(k)(5)) is amended by striking ``$100,000'' and inserting 
``$250,000''.

SEC. 336. MANAGEMENT OF THE FEDERAL DEPOSIT INSURANCE CORPORATION.

    (a) In General.--Section 2 of the Federal Deposit Insurance 
Act (12 U.S.C. 1812) is amended--
            (1) in subsection (a)(1)(B), by striking ``Director 
        of the Office of Thrift Supervision'' and inserting 
        ``Director of the Consumer Financial Protection 
        Bureau'';
            (2) by amending subsection (d)(2) to read as 
        follows:
            ``(2) Acting officials may serve.--In the event of 
        a vacancy in the office of the Comptroller of the 
        Currency or the office of Director of the Consumer 
        Financial Protection Bureau and pending the appointment 
        of a successor, or during the absence or disability of 
        the Comptroller of the Currency or the Director of the 
        Consumer Financial Protection Bureau, the acting 
        Comptroller of the Currency or the acting Director of 
        the Consumer Financial Protection Bureau, as the case 
        may be, shall be a member of the Board of Directors in 
        the place of the Comptroller or Director.''; and
            (3) in subsection (f)(2), by striking ``Office of 
        Thrift Supervision'' and inserting ``Consumer Financial 
        Protection Bureau''.
    (b) Effective Date.--This section, and the amendments made 
by this section, shall take effect on the transfer date.

                       Subtitle D--Other Matters

SEC. 341. BRANCHING.

    Notwithstanding the Federal Deposit Insurance Act (12 
U.S.C. 1811 et seq.), the Bank Holding Company Act of 1956 (12 
U.S.C. 1841 et seq.), or any other provision of Federal or 
State law, a savings association that becomes a bank may--
            (1) continue to operate any branch or agency that 
        the savings association operated immediately before the 
        savings association became a bank; and
            (2) establish, acquire, and operate additional 
        branches and agencies at any location within any State 
        in which the savings association operated a branch 
        immediately before the savings association became a 
        bank, if the law of the State in which the branch is 
        located, or is to be located, would permit 
        establishment of the branch if the bank were a State 
        bank chartered by such State.

SEC. 342. OFFICE OF MINORITY AND WOMEN INCLUSION.

    (a) Office of Minority and Women Inclusion.--
            (1) Establishment.--
                    (A) In general.--Except as provided in 
                subparagraph (B), not later than 6 months after 
                the date of enactment of this Act, each agency 
                shall establish an Office of Minority and Women 
                Inclusion that shall be responsible for all 
                matters of the agency relating to diversity in 
                management, employment, and business 
                activities.
                    (B) Bureau.--The Bureau shall establish an 
                Office of Minority and Women Inclusion not 
                later than 6 months after the designated 
                transfer date established under section 1062.
            (2) Transfer of responsibilities.--Each agency 
        that, on the day before the date of enactment of this 
        Act, assigned the responsibilities described in 
        paragraph (1) (or comparable responsibilities) to 
        another office of the agency shall ensure that such 
        responsibilities are transferred to the Office.
            (3) Duties with respect to civil rights laws.--The 
        responsibilities described in paragraph (1) do not 
        include enforcement of statutes, regulations, or 
        executive orders pertaining to civil rights, except 
        each Director shall coordinate with the agency 
        administrator, or the designee of the agency 
        administrator, regarding the design and implementation 
        of any remedies resulting from violations of such 
        statutes, regulations, or executive orders.
    (b) Director.--
            (1) In general.--The Director of each Office shall 
        be appointed by, and shall report to, the agency 
        administrator. The position of Director shall be a 
        career reserved position in the Senior Executive 
        Service, as that position is defined in section 3132 of 
        title 5, United States Code, or an equivalent 
        designation.
            (2) Duties.--Each Director shall develop standards 
        for--
                    (A) equal employment opportunity and the 
                racial, ethnic, and gender diversity of the 
                workforce and senior management of the agency;
                    (B) increased participation of minority-
                owned and women-owned businesses in the 
                programs and contracts of the agency, including 
                standards for coordinating technical assistance 
                to such businesses; and
                    (C) assessing the diversity policies and 
                practices of entities regulated by the agency.
            (3) Other duties.--Each Director shall advise the 
        agency administrator on the impact of the policies and 
        regulations of the agency on minority-owned and women-
        owned businesses.
            (4) Rule of construction.--Nothing in paragraph 
        (2)(C) may be construed to mandate any requirement on 
        or otherwise affect the lending policies and practices 
        of any regulated entity, or to require any specific 
        action based on the findings of the assessment.
    (c) Inclusion in All Levels of Business Activities.--
            (1) In general.--The Director of each Office shall 
        develop and implement standards and procedures to 
        ensure, to the maximum extent possible, the fair 
        inclusion and utilization of minorities, women, and 
        minority-owned and women-owned businesses in all 
        business and activities of the agency at all levels, 
        including in procurement, insurance, and all types of 
        contracts.
            (2) Contracts.--The procedures established by each 
        agency for review and evaluation of contract proposals 
        and for hiring service providers shall include, to the 
        extent consistent with applicable law, a component that 
        gives consideration to the diversity of the applicant. 
        Such procedure shall include a written statement, in a 
        form and with such content as the Director shall 
        prescribe, that a contractor shall ensure, to the 
        maximum extent possible, the fair inclusion of women 
        and minorities in the workforce of the contractor and, 
        as applicable, subcontractors.
            (3) Termination.--
                    (A) Determination.--The standards and 
                procedures developed and implemented under this 
                subsection shall include a procedure for the 
                Director to make a determination whether an 
                agency contractor, and, as applicable, a 
                subcontractor has failed to make a good faith 
                effort to include minorities and women in their 
                workforce.
                    (B) Effect of determination.--
                            (i) Recommendation to agency 
                        administrator.--Upon a determination 
                        described in subparagraph (A), the 
                        Director shall make a recommendation to 
                        the agency administrator that the 
                        contract be terminated.
                            (ii) Action by agency 
                        administrator.--Upon receipt of a 
                        recommendation under clause (i), the 
                        agency administrator may--
                                    (I) terminate the contract;
                                    (II) make a referral to the 
                                Office of Federal Contract 
                                Compliance Programs of the 
                                Department of Labor; or
                                    (III) take other 
                                appropriate action.
    (d) Applicability.--This section shall apply to all 
contracts of an agency for services of any kind, including the 
services of financial institutions, investment banking firms, 
mortgage banking firms, asset management firms, brokers, 
dealers, financial services entities, underwriters, 
accountants, investment consultants, and providers of legal 
services. The contracts referred to in this subsection include 
all contracts for all business and activities of an agency, at 
all levels, including contracts for the issuance or guarantee 
of any debt, equity, or security, the sale of assets, the 
management of the assets of the agency, the making of equity 
investments by the agency, and the implementation by the agency 
of programs to address economic recovery.
    (e) Reports.--Each Office shall submit to Congress an 
annual report regarding the actions taken by the agency and the 
Office pursuant to this section, which shall include--
            (1) a statement of the total amounts paid by the 
        agency to contractors since the previous report;
            (2) the percentage of the amounts described in 
        paragraph (1) that were paid to contractors described 
        in subsection (c)(1);
            (3) the successes achieved and challenges faced by 
        the agency in operating minority and women outreach 
        programs;
            (4) the challenges the agency may face in hiring 
        qualified minority and women employees and contracting 
        with qualified minority-owned and women-owned 
        businesses; and
            (5) any other information, findings, conclusions, 
        and recommendations for legislative or agency action, 
        as the Director determines appropriate.
    (f) Diversity in Agency Workforce.--Each agency shall take 
affirmative steps to seek diversity in the workforce of the 
agency at all levels of the agency in a manner consistent with 
applicable law. Such steps shall include--
            (1) recruiting at historically black colleges and 
        universities, Hispanic-serving institutions, women's 
        colleges, and colleges that typically serve majority 
        minority populations;
            (2) sponsoring and recruiting at job fairs in urban 
        communities;
            (3) placing employment advertisements in newspapers 
        and magazines oriented toward minorities and women;
            (4) partnering with organizations that are focused 
        on developing opportunities for minorities and women to 
        place talented young minorities and women in industry 
        internships, summer employment, and full-time 
        positions;
            (5) where feasible, partnering with inner-city high 
        schools, girls' high schools, and high schools with 
        majority minority populations to establish or enhance 
        financial literacy programs and provide mentoring; and
            (6) any other mass media communications that the 
        Office determines necessary.
    (g) Definitions.--For purposes of this section, the 
following definitions shall apply:
            (1) Agency.--The term ``agency'' means--
                    (A) the Departmental Offices of the 
                Department of the Treasury;
                    (B) the Corporation;
                    (C) the Federal Housing Finance Agency;
                    (D) each of the Federal reserve banks;
                    (E) the Board;
                    (F) the National Credit Union 
                Administration;
                    (G) the Office of the Comptroller of the 
                Currency;
                    (H) the Commission; and
                    (I) the Bureau.
            (2) Agency administrator.--The term ``agency 
        administrator'' means the head of an agency.
            (3) Minority.--The term ``minority'' has the same 
        meaning as in section 1204(c) of the Financial 
        Institutions Reform, Recovery, and Enforcement Act of 
        1989 (12 U.S.C. 1811 note).
            (4) Minority-owned business.--The term ``minority-
        owned business'' has the same meaning as in section 
        21A(r)(4)(A) of the Federal Home Loan Bank Act (12 
        U.S.C. 1441a(r)(4)(A)), as in effect on the day before 
        the transfer date.
            (5) Office.--The term ``Office'' means the Office 
        of Minority and Women Inclusion established by an 
        agency under subsection (a).
            (6) Women-owned business.--The term ``women-owned 
        business'' has the meaning given the term ``women's 
        business'' in section 21A(r)(4)(B) of the Federal Home 
        Loan Bank Act (12 U.S.C. 1441a(r)(4)(B)), as in effect 
        on the day before the transfer date.

SEC. 343. INSURANCE OF TRANSACTION ACCOUNTS.

    (a) Banks and Savings Associations.--
            (1) Amendments.--Section 11(a)(1) of the Federal 
        Deposit Insurance Act (12 U.S.C. 1821(a)(1)) is 
        amended--
                    (A) in subparagraph (B)--
                            (i) by striking ``The net amount'' 
                        and inserting the following:
                            ``(i) In general.--Subject to 
                        clause (ii), the net amount''; and
                            (ii) by adding at the end the 
                        following new clauses:
                            ``(ii) Insurance for noninterest-
                        bearing transaction accounts.--
                        Notwithstanding clause (i), the 
                        Corporation shall fully insure the net 
                        amount that any depositor at an insured 
                        depository institution maintains in a 
                        noninterest-bearing transaction 
                        account. Such amount shall not be taken 
                        into account when computing the net 
                        amount due to such depositor under 
                        clause (i).
                            ``(iii) Noninterest-bearing 
                        transaction account defined.--For 
                        purposes of this subparagraph, the term 
                        `noninterest-bearing transaction 
                        account' means a deposit or account 
                        maintained at an insured depository 
                        institution--
                                    ``(I) with respect to which 
                                interest is neither accrued nor 
                                paid;
                                    ``(II) on which the 
                                depositor or account holder is 
                                permitted to make withdrawals 
                                by negotiable or transferable 
                                instrument, payment orders of 
                                withdrawal, telephone or other 
                                electronic media transfers, or 
                                other similar items for the 
                                purpose of making payments or 
                                transfers to third parties or 
                                others; and
                                    ``(III) on which the 
                                insured depository institution 
                                does not reserve the right to 
                                require advance notice of an 
                                intended withdrawal.''; and
                    (B) in subparagraph (C), by striking 
                ``subparagraph (B)'' and inserting 
                ``subparagraph (B)(i)''.
            (2) Effective date.--The amendments made by 
        paragraph (1) shall take effect on December 31, 2010.
            (3) Prospective repeal.--Effective January 1, 2013, 
        section 11(a)(1) of the Federal Deposit Insurance Act 
        (12 U.S.C. 1821(a)(1)), as amended by paragraph (1), is 
        amended--
                    (A) in subparagraph (B)--
                            (i) by striking ``deposit.--'' and 
                        all that follows through ``clause (ii), 
                        the net amount'' and insert 
                        ``deposit.--The net amount''; and
                            (ii) by striking clauses (ii) and 
                        (iii); and
                    (B) in subparagraph (C), by striking 
                ``subparagraph (B)(i)'' and inserting 
                ``subparagraph (B)''.
    (b) Credit Unions.--
            (1) Amendments.--Section 207(k)(1) of the Federal 
        Credit Union Act (12 U.S.C. 1787(k)(1)) is amended--
                    (A) in subparagraph (A)--
                            (i) by striking ``Subject to the 
                        provisions of paragraph (2), the net 
                        amount'' and inserting the following:
                            ``(i) Net amount of insurance 
                        payable.--Subject to clause (ii) and 
                        the provisions of paragraph (2), the 
                        net amount''; and
                            (ii) by adding at the end the 
                        following new clauses:
                            ``(ii) Insurance for noninterest-
                        bearing transaction accounts.--
                        Notwithstanding clause (i), the Board 
                        shall fully insure the net amount that 
                        any member or depositor at an insured 
                        credit union maintains in a 
                        noninterest-bearing transaction 
                        account. Such amount shall not be taken 
                        into account when computing the net 
                        amount due to such member or depositor 
                        under clause (i).
                            ``(iii) Noninterest-bearing 
                        transaction account defined.--For 
                        purposes of this subparagraph, the term 
                        `noninterest-bearing transaction 
                        account' means an account or deposit 
                        maintained at an insured credit union--
                                    ``(I) with respect to which 
                                interest is neither accrued nor 
                                paid;
                                    ``(II) on which the account 
                                holder or depositor is 
                                permitted to make withdrawals 
                                by negotiable or transferable 
                                instrument, payment orders of 
                                withdrawal, telephone or other 
                                electronic media transfers, or 
                                other similar items for the 
                                purpose of making payments or 
                                transfers to third parties or 
                                others; and
                                    ``(III) on which the 
                                insured credit union does not 
                                reserve the right to require 
                                advance notice of an intended 
                                withdrawal.''; and
                    (B) in subparagraph (B), by striking 
                ``subparagraph (A)'' and inserting 
                ``subparagraph (A)(i)''.
            (2) Effective date.--The amendments made by 
        paragraph (1) shall take effect upon the date of the 
        enactment of this Act.
            (3) Prospective repeal.--Effective January 1, 2013, 
        section 207(k)(1) of the Federal Credit Union Act (12 
        U.S.C. 1787(k)(1)), as amended by paragraph (1), is 
        amended--
                    (A) in subparagraph (A)--
                            (i) by striking ``(i) net amount of 
                        insurance payable.--'' and all that 
                        follows through ``paragraph (2), the 
                        net amount'' and inserting ``Subject to 
                        the provisions of paragraph (2), the 
                        net amount''; and
                            (ii) by striking clauses (ii) and 
                        (iii); and
                    (B) in subparagraph (B), by striking 
                ``subparagraph (A)(i)'' and inserting 
                ``subparagraph (A)''.

            Subtitle E--Technical and Conforming Amendments

SEC. 351. EFFECTIVE DATE.

    Except as provided in section 364(a), the amendments made 
by this subtitle shall take effect on the transfer date.

SEC. 352. BALANCED BUDGET AND EMERGENCY DEFICIT CONTROL ACT OF 1985.

    Section 256(h) of the Balanced Budget and Emergency Deficit 
Control Act of 1985 (2 U.S.C. 906(h)) is amended--
            (1) in paragraph (4), by striking subparagraphs (C) 
        and (G); and
            (2) by redesignating subparagraphs (D), (E), (F), 
        and (H) as subparagraphs (C), (D), (E), and (F), 
        respectively.

SEC. 353. BANK ENTERPRISE ACT OF 1991.

    Section 232(a) of the Bank Enterprise Act of 1991 (12 
U.S.C. 1834(a)) is amended--
            (1) in the subsection heading, by striking ``by 
        Federal Reserve Board'';
            (2) in paragraph (1)--
                    (A) by striking ``The Board of Governors of 
                the Federal Reserve System,'' and inserting 
                ``The Comptroller of the Currency''; and
                    (B) by striking ``section 7(b)(2)(H)'' and 
                inserting ``section 7(b)(2)(E)'';
            (3) in paragraph (2)(A), by striking ``Board'' and 
        inserting ``Comptroller''; and
            (4) in paragraph (3)--
                    (A) by redesignating subparagraphs (A) 
                through (C) as subparagraphs (B) through (D), 
                respectively; and
                    (B) by inserting before subparagraph (B) 
                the following:
                    ``(A) Comptroller.--The term `Comptroller' 
                means the Comptroller of the Currency.''.

SEC. 354. BANK HOLDING COMPANY ACT OF 1956.

    The Bank Holding Company Act of 1956 (12 U.S.C. 1841 et 
seq.) is amended--
            (1) in section 2(j)(3) (12 U.S.C. 1841(j)(3)), 
        strike ``Director of the Office of Thrift Supervision'' 
        and inserting ``appropriate Federal banking agency'';
            (2) in section 4 (12 U.S.C. 1843)--
                    (A) in subsection (i)--
                            (i) in paragraph (4)--
                                    (I) in subparagraph (A)--
                                            (aa) in the 
                                        subparagraph heading, 
                                        by striking ``to 
                                        director''; and
                                            (bb) by striking 
                                        ``Board'' and all that 
                                        follows through the end 
                                        of the subparagraph and 
                                        inserting ``Board shall 
                                        solicit comments and 
                                        recommendations from--
                            ``(i) the Comptroller of the 
                        Currency, with respect to the 
                        acquisition of a Federal savings 
                        association; and
                            ``(ii) the Federal Deposit 
                        Insurance Corporation, with respect to 
                        the acquisition of a State savings 
                        association.''.
                                    (II) in subparagraph (B), 
                                by striking ``Director'' each 
                                place that term appears and 
                                inserting ``Comptroller of the 
                                Currency or the Federal Deposit 
                                Insurance Corporation, as 
                                applicable,'';
                            (ii) in paragraph (5)--
                                    (I) in subparagraph (B), by 
                                striking ``Director with'' and 
                                inserting ``Comptroller of the 
                                Currency or the Federal Deposit 
                                Insurance Corporation, as 
                                applicable, with''; and
                                    (II) by striking 
                                ``Director'' each place that 
                                term appears and inserting 
                                ``Comptroller of the Currency 
                                or the Federal Deposit 
                                Insurance Corporation'';
                            (iii) in paragraph (6), by striking 
                        ``Director'' and inserting 
                        ``Comptroller of the Currency or the 
                        Federal Deposit Insurance Corporation, 
                        as applicable,''; and
                            (iv) by striking paragraph (7); and
            (3) in section 5(f) (12 U.S.C. 1844(f))--
                    (A) by striking ``subpena'' each place that 
                term appears and inserting ``subpoena'';
                    (B) by striking ``subpenas'' each place 
                that term appears and inserting ``subpoenas''; 
                and
                    (C) by striking ``subpenaed'' and inserting 
                ``subpoenaed''.

SEC. 355. BANK HOLDING COMPANY ACT AMENDMENTS OF 1970.

    Section 106(b)(1) of the Bank Holding Company Act 
Amendments of 1970 (12 U.S.C. 1972(1)) is amended in the 
undesignated matter following subparagraph (E) by inserting 
``issue such regulations as are necessary to carry out this 
section, and, in consultation with the Comptroller of the 
Currency and the Federal Deposit Insurance Company, may'' after 
``The Board may''.

SEC. 356. BANK PROTECTION ACT OF 1968.

    The Bank Protection Act of 1968 (12 U.S.C. 1881 et seq.) is 
amended--
            (1) in section 2 (12 U.S.C. 1881), by striking 
        ``the term'' and all that follows through the end of 
        the section and inserting ``the term `Federal 
        supervisory agency' means the appropriate Federal 
        banking agency, as defined in section 3(q) of the 
        Federal Deposit Insurance Act (12 U.S.C. 1813(q)).'';
            (2) in section 3 (12 U.S.C. 1882), by striking 
        ``and loan'' each place that term appears; and
            (3) in section 5 (12 U.S.C. 1884), by striking 
        ``and loan''.

SEC. 357. BANK SERVICE COMPANY ACT.

    The Bank Service Company Act (12 U.S.C. 1861 et seq.) is 
amended--
            (1) in section 1(b)(4) (12 U.S.C. 1861(b)(4))--
                    (A) by inserting after ``an insured bank,'' 
                the following: ``a savings association,'';
                    (B) by striking ``Director of the Office of 
                Thrift Supervision'' and inserting 
                ``appropriate Federal banking agency''; and
                    (C) by striking ``, the Federal Savings and 
                Loan Insurance Corporation,'';
            (2) in section 1(b)(5), by striking ``term `insured 
        depository institution' has the same meaning as in 
        section 3(c)'' and inserting ``terms `depository 
        institution' and `savings association' have the same 
        meanings as in section 3''; and
            (3) in section 7(c)(2) (12 U.S.C. 1867(c)(2)), by 
        inserting ``each'' after ``notify''.

SEC. 358. COMMUNITY REINVESTMENT ACT OF 1977.

    The Community Reinvestment Act of 1977 (12 U.S.C. 2901 et 
seq.) is amended--
            (1) in section 803 (12 U.S.C. 2902)--
                    (A) in paragraph (1)--
                            (i) in subparagraph (A), by 
                        inserting ``and Federal savings 
                        associations (the deposits of which are 
                        insured by the Federal Deposit 
                        Insurance Corporation)'' after 
                        ``banks'';
                            (ii) in subparagraph (B), by 
                        striking ``and bank holding companies'' 
                        and inserting ``, bank holding 
                        companies, and savings and loan holding 
                        companies''; and
                            (iii) in subparagraph (C), by 
                        striking ``; and'' and inserting ``, 
                        and State savings associations (the 
                        deposits of which are insured by the 
                        Federal Deposit Insurance 
                        Corporation).''; and
                    (B) by striking paragraph (2) (relating to 
                the Office of Thrift Supervision), as added by 
                section 744(q) of the Financial Institutions 
                Reform, Recovery, and Enforcement Act of 1989 
                (Public Law 101-73; 103 Stat. 440); and
            (2) in section 806 (12 U.S.C. 2905), by inserting 
        ``, except that the Comptroller of the Currency shall 
        prescribe regulations applicable to savings 
        associations and the Board of Governors shall prescribe 
        regulations applicable to insured State member banks, 
        bank holding companies and savings and loan holding 
        companies,'' after ``supervisory agency''.

SEC. 359. CRIME CONTROL ACT OF 1990.

    The Crime Control Act of 1990 is amended--
            (1) in section 2539(c)(2) (28 U.S.C. 509 note)--
                    (A) by striking subparagraphs (C) and (D); 
                and
                    (B) by redesignating subparagraphs (E) 
                through (H) as subparagraphs (C) through (G), 
                respectively; and
            (2) in section 2554(b)(2) (Public Law 101-647; 104 
        Stat. 4890)--
                    (A) in subparagraph (A), by striking ``, 
                the Director of the Office of Thrift 
                Supervision,'' and inserting ``the Comptroller 
                of the Currency''; and
                    (B) in subparagraph (B), by striking ``, 
                the Director'' and all that follows through 
                ``Trust Corporation'' and inserting ``or the 
                Federal Deposit Insurance Corporation''.

SEC. 360. DEPOSITORY INSTITUTION MANAGEMENT INTERLOCKS ACT.

    The Depository Institution Management Interlocks Act (12 
U.S.C. 3201 et seq.) is amended--
            (1) in section 207 (12 U.S.C. 3206)--
                    (A) in paragraph (1), by inserting before 
                the comma at the end the following: ``and 
                Federal savings associations (the deposits of 
                which are insured by the Federal Deposit 
                Insurance Corporation)'';
                    (B) in paragraph (2), by striking ``, and 
                bank holding companies'' and inserting ``, bank 
                holding companies, and savings and loan holding 
                companies'';
                    (C) in paragraph (3), by striking 
                ``Corporation,'' and inserting ``Corporation 
                and State savings associations (the deposits of 
                which are insured by the Federal Deposit 
                Insurance Corporation),'';
                    (D) by striking paragraph (4);
                    (E) by redesignating paragraphs (5) and (6) 
                as paragraphs (4) and (5), respectively; and
                    (F) in paragraph (5), as so redesignated, 
                by striking ``through (5)'' and inserting 
                ``through (4)'';
            (2) in section 209 (12 U.S.C. 3207)--
                    (A) in paragraph (1), by inserting before 
                the comma at the end the following: ``and 
                Federal savings associations (the deposits of 
                which are insured by the Federal Deposit 
                Insurance Corporation)'';
                    (B) in paragraph (2), by striking ``, and 
                bank holding companies'' and inserting ``, bank 
                holding companies, and savings and loan holding 
                companies'';
                    (C) in paragraph (3), by striking 
                ``Corporation,'' and inserting ``Corporation 
                and State savings associations (the deposits of 
                which are insured by the Federal Deposit 
                Insurance Corporation),'';
                    (D) by striking paragraph (4); and
                    (E) by redesignating paragraph (5) as 
                paragraph (4); and
            (3) in section 210(a) (12 U.S.C. 3208(a))--
                    (A) by striking ``his'' and inserting 
                ``the''; and
                    (B) by inserting ``of the Attorney 
                General'' after ``enforcement functions''.

SEC. 361. EMERGENCY HOMEOWNERS' RELIEF ACT.

    Section 110 of the Emergency Homeowners' Relief Act (12 
U.S.C. 2709) is amended in the second sentence, by striking 
``Home Loan Bank Board, the Federal Savings and Loan Insurance 
Corporation'' and inserting ``Housing Finance Agency''.

SEC. 362. FEDERAL CREDIT UNION ACT.

    The Federal Credit Union Act (12 U.S.C. 1751 et seq.) is 
amended--
            (1) in section 107(8) (12 U.S.C. 1757(8)), by 
        striking ``or the Federal Savings and Loan Insurance 
        Corporation'';
            (2) in section 205 (12 U.S.C. 1785)--
                    (A) in subsection (b)(2)(G)(i), by striking 
                ``the Office of Thrift Supervision and''; and
                    (B) in subsection (i)(1), by striking ``or 
                the Federal Savings and Loan Insurance 
                Corporation''; and
            (3) in section 206(g)(7) (12 U.S.C. 1786(g)(7))--
                    (A) in subparagraph (A)--
                            (i) in clause (ii), by striking 
                        ``(b)(8)'' and inserting ``(b)(9)'';
                            (ii) in clause (v)--
                                    (I) by striking 
                                ``depository'' and inserting 
                                ``financial''; and
                                    (II) by adding ``and'' at 
                                the end;
                            (iii) in clause (vi)--
                                    (I) by striking ``Board'' 
                                and inserting ``Agency''; and
                                    (II) by striking ``; and'' 
                                and inserting a period; and
                            (iv) by striking clause (vii); and
                    (B) in subparagraph (D)--
                            (i) in clause (iii), by adding 
                        ``and'' at the end;
                            (ii) in clause (iv)--
                                    (I) by striking ``Board'' 
                                and inserting ``Agency''; and
                                    (II) by striking ``and'' at 
                                the end; and
                            (iii) by striking clause (v).

SEC. 363. FEDERAL DEPOSIT INSURANCE ACT.

    The Federal Deposit Insurance Act (12 U.S.C. 1811 et seq.) 
is amended--
            (1) in section 3 (12 U.S.C. 1813)--
                    (A) in subsection (b)(1)(C), by striking 
                ``Director of the Office of Thrift 
                Supervision'' and inserting ``Comptroller of 
                the Currency'';
                    (B) in subsection (l)(5), in the matter 
                preceding subparagraph (A), by striking 
                ``Director of the Office of Thrift 
                Supervision,''; and
                    (C) in subsection (z), by striking ``the 
                Director of the Office of Thrift 
                Supervision,'';
            (2) in section 7 (12 U.S.C. 1817)--
                    (A) in subsection (a)--
                            (i) in paragraph (2)--
                                    (I) in subparagraph (A)--
                                            (aa) in the first 
                                        sentence, by striking 
                                        ``the Director of the 
                                        Office of Thrift 
                                        Supervision,'';
                                            (bb) in the second 
                                        sentence--
                                            (AA) by striking 
                                        ``the Director of the 
                                        Office of Thrift 
                                        Supervision,'' and 
                                        inserting ``to''; and
                                            (BB) by inserting 
                                        ``to'' before ``any 
                                        Federal home''; and
                                            (cc) by striking 
                                        ``Finance Board'' each 
                                        place that term appears 
                                        and inserting ``Finance 
                                        Agency''; and
                                    (II) in subparagraph (B), 
                                by striking ``the Comptroller 
                                of the Currency, the Board of 
                                Governors of the Federal 
                                Reserve System, and the 
                                Director of the Office of 
                                Thrift Supervision,'' and 
                                inserting ``the Comptroller of 
                                the Currency and the Board of 
                                Governors of the Federal 
                                Reserve System,'';
                            (ii) in paragraph (3), in the first 
                        sentence, by striking ``Comptroller of 
                        the Currency, the Chairman of the Board 
                        of Governors of the Federal Reserve 
                        System, and the Director of the Office 
                        of Thrift Supervision.'' and inserting 
                        ``Comptroller of the Currency, and the 
                        Chairman of the Board of Governors of 
                        the Federal Reserve System.'';
                            (iii) in paragraph (6), by striking 
                        ``section 232(a)(3)(C)'' and inserting 
                        ``section 232(a)(3)(D)''; and
                            (iv) in paragraph (7), by striking 
                        ``, the Director of the Office of 
                        Thrift Supervision,''; and
                    (B) in subsection (n)--
                            (i) in the heading, by striking 
                        ``Director of the Office of Thrift 
                        Supervision'' and inserting 
                        ``Comptroller of the Currency'';
                            (ii) in the first sentence--
                                    (I) by striking ``the 
                                Director of the Office of 
                                Thrift Supervision'' and 
                                inserting ``the Comptroller of 
                                the Currency''; and
                                    (II) by inserting 
                                ``Federal'' before ``savings 
                                associations'';
                            (iii) in the third sentence, by 
                        striking ``, the Financing Corporation, 
                        and the Resolution Funding 
                        Corporation''; and
                            (iv) by striking ``the Director'' 
                        each place that term appears and 
                        inserting ``the Comptroller'';
            (3) in section 8 (12 U.S.C. 1818)--
                    (A) in subsection (a)(8)(B)(ii), in the 
                last sentence, by striking ``Director of the 
                Office of Thrift Supervision'' each place that 
                term appears and inserting ``Comptroller of the 
                Currency'';
                    (B) in subsection (b)(3)--
                            (i) by inserting ``any savings and 
                        loan holding company and any subsidiary 
                        (other than a depository institution) 
                        of a savings and loan holding company 
                        (as such terms are defined in section 
                        10 of Home Owners' Loan Act), any 
                        noninsured State member bank'' after 
                        ``Bank Holding Company Act of 1956,''; 
                        and
                            (ii) by inserting ``or against a 
                        savings and loan holding company or any 
                        subsidiary thereof (other than a 
                        depository institution or a subsidiary 
                        of such depository institution)'' 
                        before the period at the end;
                    (C) by striking paragraph (9) of subsection 
                (b) and inserting the following new paragraph:
            ``(9) [Repealed]''.
                    (D) in subsection (e)(7)--
                            (i) in subparagraph (A)--
                                    (I) in clause (v), by 
                                inserting ``and'' after the 
                                semicolon;
                                    (II) in clause (vi)--
                                            (aa) by striking 
                                        ``Board'' and inserting 
                                        ``Agency''; and
                                            (bb) by striking 
                                        ``; and'' and inserting 
                                        a period; and
                                    (III) by striking clause 
                                (vii); and
                            (ii) in subparagraph (D)--
                                    (I) in clause (iii), by 
                                inserting ``and'' after the 
                                semicolon;
                                    (II) in clause (iv)--
                                            (aa) by striking 
                                        ``Board'' and inserting 
                                        ``Agency''; and
                                            (bb) by striking 
                                        ``; and'' and inserting 
                                        a period; and
                                    (III) by striking clause 
                                (v);
                    (E) in subsection (j)--
                            (i) in paragraph (2), by striking 
                        ``, or as a savings association under 
                        subsection (b)(9) of this section'';
                            (ii) in paragraph (3), by inserting 
                        ``or'' after the semicolon;
                            (iii) in paragraph (4), by striking 
                        ``; or'' and inserting a comma; and
                            (iv) by striking paragraph (5);
                    (F) in subsection (o), by striking 
                ``Director of the Office of Thrift 
                Supervision'' and inserting ``Comptroller of 
                the Currency''; and
                    (G) in subsection (w)(3)(A), by striking 
                ``and the Office of Thrift Supervision'';
            (4) in section 10 (12 U.S.C. 1820)--
                    (A) in subsection (d)(5), by striking ``or 
                the Resolution Trust Corporation'' each place 
                that term appears; and
                    (B) in subsection (k)(5)(B)--
                            (i) in clause (ii), by inserting 
                        ``and'' after the semicolon;
                            (ii) in clause (iii), by striking 
                        ``; and'' and inserting a period; and
                            (iii) by striking clause (iv);
            (5) in section 11 (12 U.S.C. 1821)--
                    (A) in subsection (c)--
                            (i) in paragraph (2)(A)(ii), by 
                        striking ``(other than section 21A of 
                        the Federal Home Loan Bank Act)'';
                            (ii) in paragraph (4), by striking 
                        ``Except as otherwise provided in 
                        section 21A of the Federal Home Loan 
                        Bank Act and notwithstanding'' and 
                        inserting ``Notwithstanding'';
                            (iii) in paragraph (6)--
                                    (I) in the heading, by 
                                striking ``Director of the 
                                office of thrift supervision'' 
                                and inserting ``Comptroller of 
                                the currency'';
                                    (II) in subparagraph (A)--
                                            (aa) by striking 
                                        ``or the Resolution 
                                        Trust Corporation''; 
                                        and
                                            (bb) by striking 
                                        ``Director of the 
                                        Office of Thrift 
                                        Supervision'' and 
                                        inserting ``Comptroller 
                                        of the Currency''; and
                                    (III) by amending 
                                subparagraph (B) to read as 
                                follows:
                    ``(B) Receiver.--The Corporation may, at 
                the discretion of the Comptroller of the 
                Currency, be appointed receiver and the 
                Corporation may accept any such appointment.'';
                            (iv) in paragraph (12)(A), by 
                        striking ``or the Resolution Trust 
                        Corporation'';
                    (B) in subsection (d)--
                            (i) in paragraph (17)(A), by 
                        striking ``or the Director of the 
                        Office of Thrift Supervision''; and
                            (ii) in paragraph (18)(B), by 
                        striking ``or the Director of the 
                        Office of Thrift Supervision'';
                    (C) in subsection (m)--
                            (i) in paragraph (9), by striking 
                        ``or the Director of the Office of 
                        Thrift Supervision, as appropriate'';
                            (ii) in paragraph (16), by striking 
                        ``or the Director of the Office of 
                        Thrift Supervision, as appropriate'' 
                        each place that term appears; and
                            (iii) in paragraph (18), by 
                        striking ``or the Director of the 
                        Office of Thrift Supervision, as 
                        appropriate'' each place that term 
                        appears;
                    (D) in subsection (n)--
                            (i) in paragraph (1)(A)--
                                    (I) by striking ``, or the 
                                Director of the Office of 
                                Thrift Supervision, with 
                                respect to'' and inserting 
                                ``or''; and
                                    (II) by striking 
                                ``applicable,,'' and inserting 
                                ``applicable,'';
                            (ii) in paragraph (2)(A), by 
                        striking ``or the Director of the 
                        Office of Thrift Supervision'';
                            (iii) in paragraph (4)(D), by 
                        striking ``and the Director of the 
                        Office of Thrift Supervision, as 
                        appropriate,'';
                            (iv) in paragraph (4)(G), by 
                        striking ``and the Director of the 
                        Office of Thrift Supervision, as 
                        appropriate,''; and
                            (v) in paragraph (12)(B)--
                                    (I) by inserting ``as'' 
                                after ``shall appoint the 
                                Corporation'';
                                    (II) by striking ``or the 
                                Director of the Office of 
                                Thrift Supervision, as 
                                appropriate,'' each place such 
                                term appears;
                    (E) in subsection (p)--
                            (i) in paragraph (2)(B), by 
                        striking ``the Corporation, the FSLIC 
                        Resolution Fund, or the Resolution 
                        Trust Corporation,'' and inserting ``or 
                        the Corporation,''; and
                            (ii) in paragraph (3)(B), by 
                        striking ``, the FSLIC Resolution Fund, 
                        the Resolution Trust Corporation,''; 
                        and
                    (F) in subsection (r), by striking ``and 
                the Resolution Trust Corporation'';
            (6) in section 13(k)(1)(A)(iv) (12 U.S.C. 
        1823(k)(1)(A)(iv)), by striking ``Director of the 
        Office of Thrift Supervision'' and inserting 
        ``Comptroller of the Currency'';
            (7) in section 18 (12 U.S.C. 1828)--
                    (A) in subsection (c)(2)--
                            (i) in subparagraph (A), by 
                        inserting ``or a Federal savings 
                        association'' before the semicolon;
                            (ii) in subparagraph (B), by adding 
                        ``and'' at the end;
                            (iii) in subparagraph (C), by 
                        striking ``(except'' and all that 
                        follows through ``; and'' and inserting 
                        ``or a State savings association.''; 
                        and
                            (iv) by striking subparagraph (D);
                    (B) in subsection (g)(1), by striking ``the 
                Director of the Office of Thrift Supervision'' 
                and inserting ``the Comptroller of the 
                Currency'';
                    (C) in subsection (i)(2)(C), by striking 
                ``Director of the Office of Thrift 
                Supervision'' and inserting ``Corporation''; 
                and
                    (D) in subsection (m)--
                            (i) in paragraph (1)--
                                    (I) in subparagraph (A), by 
                                striking ``and the Director of 
                                the Office of Thrift 
                                Supervision'' and inserting 
                                ``or the Comptroller of the 
                                Currency, as appropriate,''; 
                                and
                                    (II) in subparagraph (B), 
                                by striking ``and orders of the 
                                Director of the Office of 
                                Thrift Supervision'' and 
                                inserting ``of the Comptroller 
                                of the Currency and orders of 
                                the Corporation and the 
                                Comptroller of the Currency'';
                            (ii) in paragraph (2)--
                                    (I) in subparagraph (A), by 
                                striking ``Director of the 
                                Office of Thrift Supervision'' 
                                and inserting ``Comptroller of 
                                the Currency, as 
                                appropriate,''; and
                                    (II) in subparagraph (B)--
                                            (aa) in the matter 
                                        before clause (i), by 
                                        striking ``Director of 
                                        the Office of Thrift 
                                        Supervision'' and 
                                        inserting ``Corporation 
                                        or the Comptroller of 
                                        the Currency, as 
                                        appropriate,''; and
                                            (bb) in the matter 
                                        following clause (ii)--
                                                    (AA) in the 
                                                first sentence, 
                                                by striking 
                                                ``Director of 
                                                the Office of 
                                                Thrift 
                                                Supervision'' 
                                                and inserting 
                                                ``Office of the 
                                                Comptroller of 
                                                the Currency, 
                                                as 
                                                appropriate,''; 
                                                and
                                                    (BB) by 
                                                striking the 
                                                second sentence 
                                                and inserting 
                                                the following: 
                                                ``The 
                                                Corporation or 
                                                the Comptroller 
                                                of the 
                                                Currency, as 
                                                appropriate, 
                                                may take any 
                                                other 
                                                corrective 
                                                measures with 
                                                respect to the 
                                                subsidiary, 
                                                including the 
                                                authority to 
                                                require the 
                                                subsidiary to 
                                                terminate the 
                                                activities or 
                                                operations 
                                                posing such 
                                                risks, as the 
                                                Corporation or 
                                                the Comptroller 
                                                of the 
                                                Currency, 
                                                respectively, 
                                                may deem 
                                                appropriate.''; 
                                                and
                            (iii) in paragraph (3)--
                                    (I) in subparagraph (A), in 
                                the second sentence--
                                            (aa) by inserting 
                                        ``, in the case of a 
                                        Federal savings 
                                        association,'' before 
                                        ``consult with''; and
                                            (bb) by striking 
                                        ``Director of the 
                                        Office of Thrift 
                                        Supervision'' and 
                                        inserting ``Comptroller 
                                        of the Currency''; and
                                    (II) in subparagraph (B)--
                                            (aa) in the 
                                        subparagraph heading, 
                                        by striking 
                                        ``Director'' and 
                                        inserting ``Comptroller 
                                        of the currency'';
                                            (bb) by striking 
                                        ``Office of Thrift 
                                        Supervision'' and 
                                        inserting ``Comptroller 
                                        of the Currency'';
                                            (cc) by inserting a 
                                        comma after 
                                        ``soundness''; and
                                            (dd) by inserting 
                                        ``as to Federal savings 
                                        associations'' after 
                                        ``compliance'';
            (8) in section 19(e) (12 U.S.C. 1829(e))--
                    (A) in paragraph (1), by striking 
                ``Director of the Office of Thrift 
                Supervision'' and inserting ``Board of 
                Governors of the Federal Reserve System''; and
                    (B) in paragraph (2), by striking 
                ``Director of the Office of Thrift 
                Supervision'' and inserting ``Board of 
                Governors of the Federal Reserve System'';
            (9) in section 28 (12 U.S.C. 1831e)--
                    (A) in subsection (e)--
                            (i) in paragraph (2)--
                                    (I) in subparagraph 
                                (A)(ii), by striking ``Director 
                                of the Office of Thrift 
                                Supervision'' and inserting 
                                ``Comptroller of the Currency 
                                or the Corporation, as 
                                appropriate'';
                                    (II) in subparagraph (C), 
                                by striking ``Director of the 
                                Office of Thrift Supervision'' 
                                and inserting ``Comptroller of 
                                the Currency or the 
                                Corporation, as appropriate,''; 
                                and
                                    (III) in subparagraph (F), 
                                by striking ``Director of the 
                                Office of Thrift Supervision'' 
                                and inserting ``Comptroller of 
                                the Currency or the 
                                Corporation, as appropriate''; 
                                and
                            (ii) in paragraph (3)--
                                    (I) in subparagraph (A), by 
                                striking ``Director of the 
                                Office of Thrift Supervision'' 
                                and inserting ``Comptroller of 
                                the Currency or the 
                                Corporation, as appropriate''; 
                                and
                                    (II) in subparagraph (B), 
                                by striking ``Director of the 
                                Office of Thrift Supervision'' 
                                and inserting ``Comptroller of 
                                the Currency or the 
                                Corporation, as appropriate,''; 
                                and
                    (B) in subsection (h)(2), by striking 
                ``Director of the Office of Thrift 
                Supervision'' and inserting ``Comptroller of 
                the Currency, of the Corporation,''; and
            (10) in section 33(e) (12 U.S.C. 1831j(e)), by 
        striking ``Federal Housing Finance Board, the 
        Comptroller of the Currency, and the Director of the 
        Office of Thrift Supervision'' and inserting ``Federal 
        Housing Finance Agency and the Comptroller of the 
        Currency''.

SEC. 364. FEDERAL HOME LOAN BANK ACT.

    (a) Repeal of Section 18(c).--Effective 90 days after the 
transfer date, section 18(c) of the Federal Home Loan Bank Act 
(12 U.S.C. 1438(c)) is repealed.
    (b) Repeal of Section 21A.--Section 21A of the Federal Home 
Loan Bank Act (12 U.S.C. 1441a) is repealed.

SEC. 365. FEDERAL HOUSING ENTERPRISES FINANCIAL SAFETY AND SOUNDNESS 
                    ACT OF 1992.

    The Federal Housing Enterprises Financial Safety and 
Soundness Act of 1992 (12 U.S.C. 4501 et seq.) is amended--
            (1) in section 1315(b) (12 U.S.C. 4515(b)), by 
        striking ``the Federal Deposit Insurance Corporation, 
        and the Office of Thrift Supervision.'' and inserting 
        ``and the Federal Deposit Insurance Corporation.''; and
            (2) in section 1317(c) (12 U.S.C. 4517(c)), by 
        striking ``the Federal Deposit Insurance Corporation, 
        or the Director of the Office of Thrift Supervision'' 
        and inserting ``or the Federal Deposit Insurance 
        Corporation''.

SEC. 366. FEDERAL RESERVE ACT.

    The Federal Reserve Act (12 U.S.C. 221 et seq.) is 
amended--
            (1) in section 11(a)(2) (12 U.S.C. 248(a)(2))--
                    (A) by inserting ``State savings 
                associations that are insured depository 
                institutions (as defined in section 3 of the 
                Federal Deposit Insurance Act),'' after ``case 
                of insured'';
                    (B) by striking ``Director of the Office of 
                Thrift Supervision'' and inserting 
                ``Comptroller of the Currency'';
                    (C) by inserting ``Federal'' before 
                ``savings association which''; and
                    (D) by striking ``savings and loan 
                association'' and inserting ``savings 
                association''; and
            (2) in section 19(b) (12 U.S.C. 461(b))--
                    (A) in paragraph (1)(F), by striking 
                ``Director of the Office of Thrift 
                Supervision'' and inserting ``Comptroller of 
                the Currency''; and
                    (B) in paragraph (4)(B), by striking 
                ``Director of the Office of Thrift 
                Supervision'' and inserting ``Comptroller of 
                the Currency''.

SEC. 367. FINANCIAL INSTITUTIONS REFORM, RECOVERY, AND ENFORCEMENT ACT 
                    OF 1989.

    The Financial Institutions Reform, Recovery, and 
Enforcement Act of 1989 is amended--
            (1) in section 203 (12 U.S.C. 1812 note), by 
        striking subsection (b);
            (2) in section 302(1) (12 U.S.C. 1467a note), by 
        striking ``Director of the Office of Thrift 
        Supervision'' and inserting ``Comptroller of the 
        Currency'';
            (3) in section 305 (12 U.S.C. 1464 note), by 
        striking subsection (b);
            (4) in section 308 (12 U.S.C. 1463 note)--
                    (A) in subsection (a), by striking 
                ``Director of the Office of Thrift 
                Supervision'' and inserting ``Chairman of the 
                Board of Governors of the Federal Reserve 
                System, the Comptroller of the Currency, the 
                Chairman of the National Credit Union 
                Administration,''; and
                    (B) by adding at the end the following new 
                subsection:
    ``(c) Reports.--The Secretary of the Treasury, the Chairman 
of the Board of Governors of the Federal Reserve System, the 
Comptroller of the Currency, the Chairman of the National 
Credit Union Administration, and the Chairperson of Board of 
Directors of the Federal Deposit Insurance Corporation shall 
each submit an annual report to the Congress containing a 
description of actions taken to carry out this section.'';
            (5) in section 402 (12 U.S.C. 1437 note)--
                    (A) in subsection (a), by striking 
                ``Director of the Office of Thrift 
                Supervision'' and inserting ``Comptroller of 
                the Currency'';
                    (B) by striking subsection (b);
                    (C) in subsection (e)--
                            (i) in paragraph (1), by striking 
                        ``Office of Thrift Supervision'' and 
                        inserting ``Comptroller of the 
                        Currency''; and
                            (ii) in each of paragraphs (2), 
                        (3), and (4), by striking ``Director of 
                        the Office of Thrift Supervision'' each 
                        place that term appears and inserting 
                        ``Comptroller of the Currency''; and
                    (D) by striking ``Federal Housing Finance 
                Board'' each place that term appears and 
                inserting ``Federal Housing Finance Agency'';
            (6) in section 1103(a) (12 U.S.C. 3332(a)), by 
        striking ``and the Resolution Trust Corporation'';
            (7) in section 1205(b) (12 U.S.C. 1818 note)--
                    (A) in paragraph (1)--
                            (i) by striking subparagraph (B); 
                        and
                            (ii) by redesignating subparagraphs 
                        (C) through (F) as subparagraphs (B) 
                        through (E), respectively; and
                    (B) in paragraph (2), by striking 
                ``paragraph (1)(F)'' and inserting ``paragraph 
                (1)(E)'';
            (8) in section 1206 (12 U.S.C. 1833b)--
                    (A) by striking ``Board, the Oversight 
                Board of the Resolution Trust Corporation'' and 
                inserting ``Agency, and''; and
                    (B) by striking ``, and the Office of 
                Thrift Supervision'';
            (9) in section 1216 (12 U.S.C. 1833e)--
                    (A) in subsection (a)--
                            (i) in paragraph (3), by adding 
                        ``and'' at the end;
                            (ii) in paragraph (4), by striking 
                        the semicolon at the end and inserting 
                        a period;
                            (iii) by striking paragraphs (2), 
                        (5), and (6); and
                            (iv) by redesignating paragraphs 
                        (3) and (4), as paragraphs (2) and (3), 
                        respectively;
                    (B) in subsection (c)--
                            (i) by striking ``the Director of 
                        the Office of Thrift Supervision,'' and 
                        inserting ``and''; and
                            (ii) by striking ``the Thrift 
                        Depositor Protection Oversight Board of 
                        the Resolution Trust Corporation, and 
                        the Resolution Trust Corporation''; and
                    (C) in subsection (d)--
                            (i) by striking paragraphs (3), 
                        (5), and (6); and
                            (ii) by redesignating paragraphs 
                        (4), (7), and (8) as paragraphs (3), 
                        (4), and (5), respectively.

SEC. 368. FLOOD DISASTER PROTECTION ACT OF 1973.

    Section 3(a)(5) of the Flood Disaster Protection Act of 
1973 (42 U.S.C. 4003(a)(5)) is amended by striking ``, the 
Office of Thrift Supervision''.

SEC. 369. HOME OWNERS' LOAN ACT.

    The Home Owners' Loan Act (12 U.S.C. 1461 et seq.) is 
amended--
            (1) in section 1 (12 U.S.C. 1461), by striking the 
        table of contents;
            (2) in section 2 (12 U.S.C. 1462), as amended by 
        this Act--
                    (A) by striking paragraphs (1) and (3);
                    (B) by redesignating paragraph (2) as 
                paragraph (1);
                    (C) by redesignating paragraphs (4) through 
                (9) as paragraphs (2) through (7), 
                respectively; and
                    (D) by adding at the end the following:
            ``(8) Board.--The term `Board', other than in the 
        context of the Board of Directors of the Corporation, 
        means the Board of Governors of the Federal Reserve 
        System.
            ``(9) Comptroller.--The term `Comptroller' means 
        the Comptroller of the Currency.'';
            (3) in section 3 (12 U.S.C. 1462a)--
                    (A) by striking the section heading and 
                inserting the following:

``SEC. 3. ADMINISTRATIVE PROVISIONS.'';

                    (B) by striking subsections (a), (b), (c), 
                (d), (g), (h), (i), and (j);
                    (C) by redesignating subsections (e) and 
                (f) as subsections (a) and (b), respectively;
                    (D) in subsection (a), as so redesignated--
                            (i) in the heading by striking ``of 
                        the Director''; and
                            (ii) in the matter preceding 
                        paragraph (1), by striking ``The 
                        Director'' and inserting ``In 
                        accordance with subtitle A of title III 
                        of the Dodd-Frank Wall Street Reform 
                        and Consumer Protection Act, the 
                        appropriate Federal banking agency''; 
                        and
                    (E) in subsection (b), as so redesignated, 
                by striking ``Director'' and inserting 
                ``appropriate Federal banking agency'';
            (4) in section 4 (12 U.S.C. 1463)--
                    (A) in subsection (a)--
                            (i) in the subsection heading, by 
                        striking ``Federal'';
                            (ii) by striking paragraphs (1) and 
                        (2) and inserting the following:
            ``(1) Examination and safe and sound operation.--
                    ``(A) Federal savings associations.--The 
                Comptroller shall provide for the examination 
                and safe and sound operation of Federal savings 
                associations.
                    ``(B) State savings associations.--The 
                Corporation shall provide for the examination 
                and safe and sound operation of State savings 
                associations.
            ``(2) Regulations for savings associations.--The 
        Comptroller may prescribe regulations with respect to 
        savings associations, as the Comptroller determines to 
        be appropriate to carry out the purposes of this 
        Act.''; and
                            (iii) in paragraph (3), by striking 
                        ``Director'' each place that term 
                        appears and inserting ``Comptroller and 
                        the Corporation'';
                    (B) in subsection (b)--
                            (i) in paragraph (2)--
                                    (I) in subparagraph (A), by 
                                adding ``and'' at the end;
                                    (II) in subparagraph (B), 
                                by striking ``; and'' and 
                                inserting a period; and
                                    (III) by striking 
                                subparagraph (C); and
                            (ii) by striking ``Director'' each 
                        place that term appears and inserting 
                        ``Comptroller'';
                    (C) in subsection (c)--
                            (i) by striking ``All regulations 
                        and policies of the Director'' and 
                        inserting ``The regulations of the 
                        Comptroller and the policies of the 
                        Comptroller and the Corporation''; and
                            (ii) by striking ``of the 
                        Currency'';
                    (D) in subsection (e)(5), by striking 
                ``Director'' and inserting ``Comptroller'';
                    (E) in subsection (f), by striking 
                ``Director'' each place that term appears and 
                inserting ``appropriate Federal banking 
                agency''; and
                    (F) in subsection (h), by striking 
                ``Director'' each place that term appears and 
                inserting ``appropriate Federal banking 
                agency'';
            (5) in section 5 (12 U.S.C. 1464)--
                    (A) in subsection (a), by striking 
                ``Director'', each place such term appears and 
                inserting ``Comptroller of the Currency'';
                    (B) in subsection (b), by striking 
                ``Director'', each place such term appears and 
                inserting ``Comptroller of the Currency'';
                    (C) in subsection (c)--
                            (i) in paragraph (5)--
                                    (I) in subparagraph (A), by 
                                striking ``Director'' and 
                                inserting ``appropriate Federal 
                                banking agency''; and
                                    (II) in subparagraph (B)--
                                            (aa) by striking 
                                        ``The Director'' and 
                                        inserting ``The 
                                        appropriate Federal 
                                        banking agency''; and
                                            (bb) by striking 
                                        ``the Director'' and 
                                        inserting ``the 
                                        appropriate Federal 
                                        banking agency'';
                    (D) in subsection (d)--
                            (i) in paragraph (1)--
                                    (I) in subparagraph (A)--
                                            (aa) in the first 
                                        sentence, by striking 
                                        ``Director'' and 
                                        inserting ``appropriate 
                                        Federal banking 
                                        agency'';
                                            (bb) in the second 
                                        sentence--
                                                    (AA) by 
                                                striking 
                                                ``Director's 
                                                own name and 
                                                through the 
                                                Director's own 
                                                attorneys'' and 
                                                inserting 
                                                ``name of the 
                                                appropriate 
                                                Federal banking 
                                                agency and 
                                                through the 
                                                attorneys of 
                                                the appropriate 
                                                Federal banking 
                                                agency''; and
                                                    (BB) by 
                                                striking 
                                                ``Director'' 
                                                each place that 
                                                term appears 
                                                and inserting 
                                                ``appropriate 
                                                Federal banking 
                                                agency''; and
                                            (cc) in the third 
                                        sentence, by striking 
                                        ``Director'' each place 
                                        that term appears and 
                                        inserting 
                                        ``Comptroller'';
                                    (II) in subparagraph (B)--
                                            (aa) in clauses (i) 
                                        through (iv), by 
                                        striking ``Director'' 
                                        each place that term 
                                        appears and inserting 
                                        ``appropriate Federal 
                                        banking agency'';
                                    (III) in clause (v)--
                                            (aa) in the matter 
                                        preceding subclause 
                                        (I), by striking 
                                        ``Director'' and 
                                        inserting ``appropriate 
                                        Federal banking 
                                        agency'';
                                            (bb) in subclause 
                                        (II), by striking 
                                        ``subpenas'' and 
                                        inserting 
                                        ``subpoenas''; and
                                            (cc) in the matter 
                                        following subclause 
                                        (II), by striking 
                                        ``subpena'' and 
                                        inserting ``subpoena'';
                                    (IV) in clause (vi)--
                                            (aa) in the first 
                                        sentence, by striking 
                                        ``Director'' and 
                                        inserting ``appropriate 
                                        Federal banking 
                                        agency''; and
                                            (bb) in the second 
                                        sentence, by striking 
                                        ``Director'' and 
                                        inserting 
                                        ``Comptroller'';
                                    (V) in clause (vii)--
                                            (aa) in the first 
                                        sentence, by striking 
                                        ``subpena'' and 
                                        inserting ``subpoena'';
                                            (bb) in the second 
                                        sentence, by striking 
                                        ``subpenaed'' and 
                                        inserting 
                                        ``subpoenaed''; and
                                            (cc) in the third 
                                        sentence, by striking 
                                        ``Director'' and 
                                        inserting ``appropriate 
                                        Federal banking 
                                        agency'';
                            (ii) in paragraph (2)--
                                    (I) in subparagraph (A)--
                                            (aa) by striking 
                                        ``Director of the 
                                        Office of Thrift 
                                        Supervision'' and 
                                        inserting ``appropriate 
                                        Federal banking 
                                        agency'';
                                            (bb) by striking 
                                        ``any insured savings 
                                        association'' and 
                                        inserting ``an insured 
                                        savings association''; 
                                        and
                                            (cc) by striking 
                                        ``Director determines, 
                                        in the Director's 
                                        discretion'' and 
                                        inserting ``appropriate 
                                        Federal banking agency 
                                        determines, in the 
                                        discretion of the 
                                        appropriate Federal 
                                        banking agency'';
                                    (II) in subparagraph (B), 
                                by striking ``Director'' each 
                                place that term appears and 
                                inserting ``appropriate Federal 
                                banking agency'';
                                    (III) in subparagraphs (C) 
                                and (D), by striking 
                                ``Director'' and inserting 
                                ``appropriate Federal banking 
                                agency'';
                                    (IV) in subparagraph (E)--
                                            (aa) in clause 
                                        (ii)--
                                            (AA) in the clause 
                                        heading, by striking 
                                        ``or rtc''; and
                                            (BB) by striking 
                                        ``or the Resolution 
                                        Trust Corporation, as 
                                        appropriate,'' each 
                                        place that term 
                                        appears; and
                                            (bb) by striking 
                                        ``Director'' each place 
                                        that term appears and 
                                        inserting ``appropriate 
                                        Federal banking 
                                        agency''; and
                            (iii) in paragraph (3)--
                                    (I) in subparagraph (A), by 
                                striking ``Director'' each 
                                place that term appears and 
                                inserting ``Comptroller''; and
                                    (II) in subparagraph (B)--
                                            (aa) in the 
                                        subparagraph heading, 
                                        by striking ``or rtc'';
                                            (bb) by striking 
                                        ``Corporation or the 
                                        Resolution Trust''; and
                                            (cc) by striking 
                                        ``Director'' and 
                                        inserting 
                                        ``Comptroller'';
                            (iv) in paragraph (4), by striking 
                        ``Director'' and inserting 
                        ``appropriate Federal banking agency'';
                            (v) in paragraph (6)--
                                    (I) in subparagraph (A), by 
                                striking ``Director'' and 
                                inserting ``Comptroller''; and
                                    (II) in subparagraphs (B) 
                                and (C), by striking 
                                ``Director'' each place that 
                                term appears and inserting 
                                ``appropriate Federal banking 
                                agency'';
                            (vi) in paragraph (7)--
                                    (I) in subparagraphs (A), 
                                (B), and (D), by striking 
                                ``Director'' each place that 
                                term appears and inserting 
                                ``appropriate Federal banking 
                                agency'';
                                    (II) in subparagraph (C), 
                                by striking ``Director'' and 
                                inserting ``Federal Deposit 
                                Insurance Corporation or the 
                                Comptroller, as appropriate,''; 
                                and
                                    (III) by striking 
                                subparagraph (E) and inserting 
                                the following:
                    ``(E) Administration by the comptroller and 
                the corporation.--The Comptroller may issue 
                such regulations, and the appropriate Federal 
                banking agency may issue such orders, including 
                those issued pursuant to section 8 of the 
                Federal Deposit Insurance Act, as may be 
                necessary to administer and carry out this 
                paragraph and to prevent evasion of this 
                paragraph.'';
                    (E) in subsection (e)(2), strike 
                ``Director'' and insert ``Comptroller'';
                    (F) in subsection (i)--
                            (i) by striking ``Director'', each 
                        place such term appears, and inserting 
                        ``Comptroller'';
                            (ii) in paragraph (2), in the 
                        heading, by striking ``director'' and 
                        inserting ``Comptroller'';
                            (iii) in paragraph (5)(A), by 
                        striking ``of the Currency''; and
                            (iv) except as provided in clauses 
                        (i) through (iii), by striking 
                        ``Director'' each place such term 
                        appears and inserting ``Comptroller'';
                    (G) in subsection (o)--
                            (i) in paragraph (1), by striking 
                        ``Director'' and inserting 
                        ``Comptroller''; and
                            (ii) in paragraph (2)(B), by 
                        striking ``Director's determination'' 
                        and inserting ``determination of the 
                        Comptroller'';
                    (H) in subsections (m), (n), (o), and (p), 
                by striking ``Director'', each place such term 
                appears, and inserting ``Comptroller'';
                    (I) in subsection (q)--
                            (i) in paragraph (6), by striking 
                        ``of Governors of the Federal Reserve 
                        System'';
                            (ii) by striking ``Director'' each 
                        place that term appears and inserting 
                        ``Board''; and
                            (iii) by inserting ``in 
                        consultation with the Comptroller and 
                        the Corporation,'' before 
                        ``considers'';
                    (J) in subsection (r)(3), by striking 
                ``Director'' and inserting ``Comptroller of the 
                Currency'';
                    (K) in subsection (s)--
                            (i) in paragraph (1), strike 
                        ``Director'' and insert ``Comptroller 
                        of the Currency'';
                            (ii) in paragraph (2), strike 
                        ``Director'' and insert ``Comptroller 
                        of the Currency'';
                            (iii) in paragraph (3), by striking 
                        ``Director's discretion, the Director'' 
                        and inserting ``discretion of the 
                        appropriate Federal banking agency, the 
                        appropriate Federal banking agency,'';
                            (iv) in paragraph (4), by striking 
                        ``Director'' each place that term 
                        appears and inserting ``appropriate 
                        Federal banking agency''; and
                            (v) in paragraph (5)--
                                    (I) by striking 
                                ``Director'', each place such 
                                term appears, and inserting 
                                ``appropriate Federal banking 
                                agency''; and
                                    (II) by striking 
                                ``Director's approval'' and 
                                inserting ``approval of the 
                                appropriate Federal banking 
                                agency'';
                    (L) in subsection (t)--
                            (i) in paragraph (1), by striking 
                        subparagraph (D);
                            (ii) by striking paragraph (3) and 
                        inserting the following:
            ``(3) [Repealed].'';
                            (iii) in paragraph (5)--
                                    (I) in subparagraph (B), by 
                                striking ``Corporation, in its 
                                sole discretion'' and inserting 
                                ``appropriate Federal banking 
                                agency, in the sole discretion 
                                of the appropriate Federal 
                                banking agency''; and
                                    (II) by striking 
                                subparagraph (D);
                            (iv) in paragraph (6)--
                                    (I) by striking 
                                subparagraph (A) and inserting 
                                the following:
                    ``(A) [Reserved].'';
                                    (II) in subparagraph (B), 
                                by striking ``Director'' each 
                                place that term appears and 
                                inserting ``appropriate Federal 
                                banking agency'';
                                    (III) in subparagraph (C)--
                                            (aa) in clause (i), 
                                        by striking 
                                        ``Director's prior 
                                        approval'' and 
                                        inserting ``prior 
                                        approval of the 
                                        appropriate Federal 
                                        banking agency'';
                                            (bb) in clause 
                                        (ii), by striking 
                                        ``Director's 
                                        discretion'' and 
                                        inserting ``discretion 
                                        of the appropriate 
                                        Federal banking 
                                        agency''; and
                                            (cc) by striking 
                                        ``Director'' each place 
                                        that term appears and 
                                        inserting ``appropriate 
                                        Federal banking 
                                        agency'';
                                    (IV) in subparagraph (E), 
                                by striking ``Director shall'' 
                                and inserting ``appropriate 
                                Federal banking agency may''; 
                                and
                                    (V) in subparagraph (F), by 
                                striking ``Director'' and all 
                                that follows through the end of 
                                the subparagraph and inserting 
                                ``appropriate Federal banking 
                                agency under this Act or any 
                                other provision of law.'';
                            (v) in paragraph (7), by striking 
                        ``Director'' each place that term 
                        appears and inserting ``appropriate 
                        Federal banking agency'';
                            (vi) by striking paragraph (8) and 
                        inserting the following:
            ``(8) [Repealed].'';
                            (vii) in paragraph (9)--
                                    (I) in subparagraph (A), by 
                                striking ``Director'' and 
                                inserting ``Comptroller'';
                                    (II) in subparagraph (C), 
                                by striking ``of the 
                                Currency''; and
                                    (III) by striking 
                                subparagraph (B) and 
                                redesignating subparagraphs (C) 
                                and (D) as subparagraphs (B) 
                                and (C), respectively; and
                            (viii) except as provided in 
                        clauses (i) through (vii), by striking 
                        ``Director'' each place that term 
                        appears and inserting ``appropriate 
                        Federal banking agency'';
                    (M) in subsection (u), by striking 
                ``Director'' each place that term appears and 
                inserting ``appropriate Federal banking 
                agency'';
                    (N) in subsection (v)--
                            (i) in paragraph (2), by striking 
                        ``Director's determinations'' and 
                        inserting ``determinations of the 
                        appropriate Federal banking agency''; 
                        and
                            (ii) by striking ``Director'' each 
                        place that term appears and inserting 
                        ``appropriate Federal banking agency'';
                    (O) in subsection (w)(1)--
                            (i) in subparagraph (A)(II), by 
                        striking ``Director's intention'' and 
                        inserting ``intention of the 
                        Comptroller''; and
                            (ii) in subparagraph (B), by 
                        striking ``Director's intention'' and 
                        inserting ``intention of the 
                        Comptroller''; and
                    (P) except as provided in subparagraphs (A) 
                through (J), by striking ``Director'' each 
                place that term appears and inserting 
                ``Comptroller'';
            (6) in section 8 (12 U.S.C. 1466a), by striking 
        ``Director'' each place that term appears and inserting 
        ``Comptroller'';
            (7) in section 9 (12 U.S.C. 1467)--
                    (A) in subsection (a), by striking 
                ``assessed by the Director'' and all that 
                follows through the end of the subsection and 
                inserting the following: ``assessed by--
            ``(1) the Comptroller, against each such Federal 
        savings association, as the Comptroller deems necessary 
        or appropriate; and
            ``(2) the Corporation, against each such State 
        savings association, as the Corporation deems necessary 
        or appropriate.'';
                    (B) in subsection (b), by striking 
                ``Director'', each place such term appears, and 
                inserting ``Comptroller or Corporation, as 
                appropriate'';
                    (C) in subsection (e)--
                            (i) by striking ``Only the 
                        Director'' and inserting ``The 
                        Comptroller''; and
                            (ii) by striking ``Director's 
                        designee'' and inserting ``designee of 
                        the Comptroller'';
                    (D) by striking subsection (f) and 
                inserting the following:
    ``(f) [Reserved].'';
                    (E) in subsection (g)--
                            (i) in paragraph (1), by striking 
                        ``Director'' and inserting 
                        ``appropriate Federal banking agency''; 
                        and
                            (ii) in paragraph (2), by striking 
                        ``Director, or the Corporation, as the 
                        case may be,'' and inserting 
                        ``appropriate Federal banking agency 
                        for the savings association'';
                    (F) in subsection (i), by striking 
                ``Director'' each place that term appears and 
                inserting ``appropriate Federal banking 
                agency'';
                    (G) in subsection (j), by striking 
                ``Director's sole discretion'' and inserting 
                ``sole discretion of the appropriate Federal 
                banking agency'';
                    (H) in subsection (k), by striking 
                ``Director may assess against institutions for 
                which the Director is the appropriate Federal 
                banking agency, as defined in section 3 of the 
                Federal Deposit Insurance Act,'' and inserting 
                ``appropriate Federal banking agency may assess 
                against an institution''; and
                    (I) except as provided in subparagraphs (A) 
                through (G), by striking ``Director'' each 
                place that term appears and inserting 
                ``appropriate Federal banking agency'';
            (8) in section 10 (12 U.S.C. 1467a)--
                    (A) in subsection (a)(1), by striking 
                ``Director'' each place that term appears and 
                inserting ``appropriate Federal banking 
                agency'';
                    (B) in subsection (b)--
                            (i) in paragraph (2), by striking 
                        ``and the regional office of the 
                        Director of the district in which its 
                        principal office is located,''; and
                            (ii) in paragraph (6), by striking 
                        ``Director's own motion or 
                        application'' and inserting ``motion or 
                        application of the Board'';
                    (C) in subsection (c)--
                            (i) in paragraph (2)(F), by 
                        striking ``of Governors of the Federal 
                        Reserve System'';
                            (ii) in paragraph (4)(B), in the 
                        subparagraph heading, by striking ``by 
                        director'';
                            (iii) in paragraph (6)(D), in the 
                        subparagraph heading, by striking ``by 
                        director''; and
                            (iv) in paragraph (9)(E), by 
                        inserting ``(in consultation with the 
                        appropriate Federal banking agency)'' 
                        after ``including a determination'';
                    (D) in subsection (g)(5)(B), by striking 
                ``the Director's discretion'' and inserting 
                ``the discretion of the Board'';
                    (E) in subsection (l), by striking 
                ``Director'' each place that term appears and 
                inserting ``appropriate Federal banking 
                agency'';
                    (F) in subsection (m), by striking 
                ``Director'' and inserting ``appropriate 
                Federal banking agency'';
                    (G) in subsection (p)--
                            (i) in paragraph (1)--
                                    (I) by striking ``Director 
                                determines'' the 1st place such 
                                term appears and inserting 
                                ``Board or the appropriate 
                                Federal banking agency for the 
                                savings association 
                                determines'';
                                    (II) by striking ``Director 
                                may'' and inserting ``Board 
                                may''; and
                                    (III) by striking 
                                ``Director determines'' the 2nd 
                                place such term appears and 
                                inserting ``Board, in 
                                consultation with the 
                                appropriate Federal banking 
                                agency for the savings 
                                association determines''; and
                            (ii) in paragraph (2), by striking 
                        ``Director'', each place such term 
                        appears, and inserting ``Board'';
                    (H) in subsection (q), by striking 
                ``Director'', each place such term appears, and 
                inserting ``Board'';
                    (I) in subsection (r), by striking 
                ``Director'', each place such term appears, and 
                inserting ``Board or appropriate Federal 
                banking agency'';
                    (J) in subsection (s)--
                            (i) in paragraph (2)--
                                    (I) in subparagraph 
                                (B)(ii), by striking 
                                ``Director's judgment'' and 
                                inserting ``judgment of the 
                                appropriate Federal banking 
                                agency for the savings 
                                association''; and
                                    (II) by striking 
                                ``Director'' each place that 
                                term appears and inserting 
                                ``appropriate Federal banking 
                                agency for the savings 
                                association''; and
                            (ii) in paragraph (4), by striking 
                        ``Director'' and inserting 
                        ``Comptroller''; and
                    (K) except as provided in subparagraphs (A) 
                through (J), by striking ``Director'' each 
                place that term appears and inserting 
                ``Board'';
            (9) in section 11 (12 U.S.C. 1468), by striking 
        ``Director'' each place that term appears and inserting 
        ``appropriate Federal banking agency'';
            (10) in section 12 (12 U.S.C. 1468a), by striking 
        ``the Director'' and inserting ``a Federal banking 
        agency''; and
            (11) in section 13 (12 U.S.C. 1468a) is amended by 
        striking ``Director'' and inserting ``a Federal banking 
        agency''.

SEC. 370. HOUSING ACT OF 1948.

    Section 502(c) of the Housing Act of 1948 (12 U.S.C. 
1701c(c)) is amended--
            (1) in the matter preceding paragraph (1), by 
        striking ``and the Director of the Office of Thrift 
        Supervision'' and inserting ``, the Comptroller of the 
        Currency, and the Federal Deposit Insurance 
        Corporation''; and
            (2) in paragraph (3), by striking ``Board'' and 
        inserting ``Agency''.

SEC. 371. HOUSING AND COMMUNITY DEVELOPMENT ACT OF 1992.

    Section 543 of the Housing and Community Development Act of 
1992 (Public Law 102-550; 106 Stat. 3798) is amended--
            (1) in subsection (c)(1)--
                    (A) by striking subparagraphs (D) through 
                (F); and
                    (B) by redesignating subparagraphs (G) and 
                (H) as subparagraphs (D) and (E), respectively; 
                and
            (2) in subsection (f)--
                    (A) in paragraph (2), by striking ``the 
                Office of Thrift Supervision,'' each place that 
                term appears; and
                    (B) in paragraph (3)--
                            (i) in the matter preceding 
                        subparagraph (A), by striking ``the 
                        Office of Thrift Supervision,''; and
                            (ii) in subparagraph (D), by 
                        striking ``Office of Thrift 
                        Supervision,''.

SEC. 372. HOUSING AND URBAN-RURAL RECOVERY ACT OF 1983.

    Section 469 of the Housing and Urban-Rural Recovery Act of 
1983 (12 U.S.C. 1701p-1) is amended in the first sentence, by 
striking ``Federal Home Loan Bank Board'' and inserting 
``Federal Housing Finance Agency''.

SEC. 373. NATIONAL HOUSING ACT.

    Section 202(f) of the National Housing Act (12 U.S.C. 
1708(f)) is amended--
            (1) by striking paragraph (5) and inserting the 
        following:
            ``(5) if the mortgagee is a national bank, a 
        subsidiary or affiliate of such bank, a Federal savings 
        association or a subsidiary or affiliate of a savings 
        association, the Comptroller of the Currency;'';
            (2) in paragraph (6), by adding ``and'' at the end;
            (3) in paragraph (7)--
                    (A) by inserting ``or State savings 
                association'' after ``State bank''; and
                    (B) by striking ``; and'' and inserting a 
                period; and
            (4) by striking paragraph (8).

SEC. 374. NEIGHBORHOOD REINVESTMENT CORPORATION ACT.

    Section 606(c)(3) of the Neighborhood Reinvestment 
Corporation Act (42 U.S.C. 8105(c)(3)) is amended by striking 
``Federal Home Loan Bank Board'' and inserting ``Federal 
Housing Finance Agency''.

SEC. 375. PUBLIC LAW 93-100.

    Section 5(d) of Public Law 93-100 (12 U.S.C. 1470(a)) is 
amended--
            (1) in paragraph (1), by striking ``Federal Savings 
        and Loan Insurance Corporation with respect to insured 
        institutions, the Board of Governors of the Federal 
        Reserve System with respect to State member insured 
        banks, and the Federal Deposit Insurance Corporation 
        with respect to State nonmember insured banks'' and 
        inserting ``appropriate Federal banking agency, with 
        respect to the institutions subject to the jurisdiction 
        of each such agency,''; and
            (2) in paragraph (2), by striking ``supervisory'' 
        and inserting ``banking''.

SEC. 376. SECURITIES EXCHANGE ACT OF 1934.

    The Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.) 
is amended--
            (1) in section 3(a)(34) (15 U.S.C. 78c(a)(34))--
                    (A) in subparagraph (A)--
                            (i) in clause (i), by striking ``or 
                        a subsidiary or a department or 
                        division of any such bank'' and 
                        inserting ``a subsidiary or a 
                        department or division of any such 
                        bank, a Federal savings association (as 
                        defined in section 3(b)(2) of the 
                        Federal Deposit Insurance Act (12 
                        U.S.C. 1813(b)(2))), the deposits of 
                        which are insured by the Federal 
                        Deposit Insurance Corporation, or a 
                        subsidiary or department or division of 
                        any such Federal savings association'';
                            (ii) in clause (ii), by striking 
                        ``or a subsidiary or a department or 
                        division of such subsidiary'' and 
                        inserting ``a subsidiary or a 
                        department or division of such 
                        subsidiary, or a savings and loan 
                        holding company'';
                            (iii) in clause (iii), by striking 
                        ``or a subsidiary or department or 
                        division thereof;'' and inserting ``a 
                        subsidiary or department or division of 
                        any such bank, a State savings 
                        association (as defined in section 
                        3(b)(3) of the Federal Deposit 
                        Insurance Act (12 U.S.C. 1813(b)(3))), 
                        the deposits of which are insured by 
                        the Federal Deposit Insurance 
                        Corporation, or a subsidiary or a 
                        department or division of any such 
                        State savings association; and'';
                            (iv) by striking clause (iv); and
                            (v) by redesignating clause (v) as 
                        clause (iv);
                    (B) in subparagraph (B)--
                            (i) in clause (i), by striking ``or 
                        a subsidiary of any such bank'' and 
                        inserting ``a subsidiary of any such 
                        bank, a Federal savings association (as 
                        defined in section 3(b)(2) of the 
                        Federal Deposit Insurance Act (12 
                        U.S.C. 1813(b)(2))), the deposits of 
                        which are insured by the Federal 
                        Deposit Insurance Corporation, or a 
                        subsidiary of any such Federal savings 
                        association'';
                            (ii) in clause (ii), by striking 
                        ``or a subsidiary of a bank holding 
                        company which is a bank other than a 
                        bank specified in clause (i), (iii), or 
                        (iv) of this subparagraph'' and 
                        inserting ``a subsidiary of a bank 
                        holding company that is a bank other 
                        than a bank specified in clause (i) or 
                        (iii) of this subparagraph, or a 
                        savings and loan holding company'';
                            (iii) in clause (iii), by striking 
                        ``or a subsidiary thereof;'' and 
                        inserting ``a subsidiary of any such 
                        bank, a State savings association (as 
                        defined in section 3(b)(3) of the 
                        Federal Deposit Insurance Act (12 
                        U.S.C. 1813(b)(3))), the deposits of 
                        which are insured by the Federal 
                        Deposit Insurance Corporation, or a 
                        subsidiary of any such State savings 
                        association; and'';
                            (iv) by striking clause (iv); and
                            (v) by redesignating clause (v) as 
                        clause (iv);
                    (C) in subparagraph (C)--
                            (i) in clause (i), by striking 
                        ``bank'' and inserting ``bank or a 
                        Federal savings association (as defined 
                        in section 3(b)(2) of the Federal 
                        Deposit Insurance Act (12 U.S.C. 
                        1813(b)(2))), the deposits of which are 
                        insured by the Federal Deposit 
                        Insurance Corporation'';
                            (ii) in clause (ii), by striking 
                        ``or a subsidiary of a bank holding 
                        company which is a bank other than a 
                        bank specified in clause (i), (iii), or 
                        (iv) of this subparagraph'' and 
                        inserting ``a subsidiary of a bank 
                        holding company that is a bank other 
                        than a bank specified in clause (i) or 
                        (iii) of this subparagraph, or a 
                        savings and loan holding company'';
                            (iii) in clause (iii), by striking 
                        ``System)'' and inserting, ``System) or 
                        a State savings association (as defined 
                        in section 3(b)(3) of the Federal 
                        Deposit Insurance Act (12 U.S.C. 
                        1813(b)(3))), the deposits of which are 
                        insured by the Federal Deposit 
                        Insurance Corporation; and'';
                            (iv) by striking clause (iv); and
                            (v) by redesignating clause (v) as 
                        clause (iv);
                    (D) in subparagraph (D)--
                            (i) in clause (i), by inserting 
                        after ``bank'' the following: ``or a 
                        Federal savings association (as defined 
                        in section 3(b)(2) of the Federal 
                        Deposit Insurance Act (12 U.S.C. 
                        1813(b)(2))), the deposits of which are 
                        insured by the Federal Deposit 
                        Insurance Corporation'';
                            (ii) in clause (ii), by adding 
                        ``and'' at the end;
                            (iii) by striking clause (iii);
                            (iv) by redesignating clause (iv) 
                        as clause (iii); and
                            (v) in clause (iii), as so 
                        redesignated, by inserting after 
                        ``bank'' the following: ``or a State 
                        savings association (as defined in 
                        section 3(b)(3) of the Federal Deposit 
                        Insurance Act (12 U.S.C. 1813(b)(3))), 
                        the deposits of which are insured by 
                        the Federal Deposit Insurance 
                        Corporation'';
                    (E) in subparagraph (F)--
                            (i) in clause (i), by inserting 
                        after ``bank'' the following: ``or a 
                        Federal savings association (as defined 
                        in section 3(b)(2) of the Federal 
                        Deposit Insurance Act (12 U.S.C. 
                        1813(b)(2))), the deposits of which are 
                        insured by the Federal Deposit 
                        Insurance Corporation'';
                            (ii) by striking clause (ii);
                            (iii) by redesignating clauses 
                        (iii), (iv), and (v) as clauses (ii), 
                        (iii), and (iv), respectively; and
                            (iv) in clause (iii), as so 
                        redesignated, by inserting before the 
                        semicolon the following: ``or a State 
                        savings association (as defined in 
                        section 3(b)(3) of the Federal Deposit 
                        Insurance Act (12 U.S.C. 1813(b)(3))), 
                        the deposits of which are insured by 
                        the Federal Deposit Insurance 
                        Corporation'';
                    (F) in subparagraph (G)--
                            (i) in clause (i), by inserting 
                        after ``national bank'' the following: 
                        ``, a Federal savings association (as 
                        defined in section 3(b)(2) of the 
                        Federal Deposit Insurance Act), the 
                        deposits of which are insured by the 
                        Federal Deposit Insurance 
                        Corporation,'';
                            (ii) in clause (iii)--
                                    (I) by inserting after 
                                ``bank)'' the following: ``, a 
                                State savings association (as 
                                defined in section 3(b)(3) of 
                                the Federal Deposit Insurance 
                                Act), the deposits of which are 
                                insured by the Federal Deposit 
                                Insurance Corporation,''; and
                                    (II) by adding ``and'' at 
                                the end;
                            (iii) by striking clause (iv); and
                            (iv) by redesignating clause (v) as 
                        clause (iv); and
                    (G) in the undesignated matter following 
                subparagraph (H), by striking ``, and the term 
                `District of Columbia savings and loan 
                association' means any association subject to 
                examination and supervision by the Office of 
                Thrift Supervision under section 8 of the Home 
                Owners' Loan Act of 1933'';
            (2) in section 12(i) (15 U.S.C. 78l(i))--
                    (A) in paragraph (1), by inserting after 
                ``national banks'' the following: ``and Federal 
                savings associations, the accounts of which are 
                insured by the Federal Deposit Insurance 
                Corporation'';
                    (B) by striking ``(3)'' and all that 
                follows through ``vested in the Office of 
                Thrift Supervision'' and inserting ``and (3) 
                with respect to all other insured banks and 
                State savings associations, the accounts of 
                which are insured by the Federal Deposit 
                Insurance Corporation, are vested in the 
                Federal Deposit Insurance Corporation''; and
                    (C) in the second sentence, by striking 
                ``the Federal Deposit Insurance Corporation, 
                and the Office of Thrift Supervision'' and 
                inserting ``and the Federal Deposit Insurance 
                Corporation'';
            (3) in section 15C(g)(1) (15 U.S.C. 78o-5(g)(1)), 
        by striking ``the Director of the Office of Thrift 
        Supervision, the Federal Savings and Loan Insurance 
        Corporation,''; and
            (4) in section 23(b)(1) (15 U.S.C. 78w(b)(1)), by 
        striking ``, other than the Office of Thrift 
        Supervision,''.

SEC. 377. TITLE 18, UNITED STATES CODE.

    Title 18, United States Code, is amended--
            (1) in section 212(c)(2)--
                    (A) by striking subparagraph (C); and
                    (B) by redesignating subparagraphs (D) 
                through (H) as subparagraphs (C) through (G), 
                respectively;
            (2) in section 657, by striking ``Office of Thrift 
        Supervision, the Resolution Trust Corporation,'';
            (3) in section 981(a)(1)(D)--
                    (A) by striking ``Resolution Trust 
                Corporation,''; and
                    (B) by striking ``or the Office of Thrift 
                Supervision'';
            (4) in section 982(a)(3)--
                    (A) by striking ``Resolution Trust 
                Corporation,''; and
                    (B) by striking ``or the Office of Thrift 
                Supervision'';
            (5) in section 1006--
                    (A) by striking ``Office of Thrift 
                Supervision,''; and
                    (B) by striking ``the Resolution Trust 
                Corporation,'';
            (6) in section 1014--
                    (A) by striking ``the Office of Thrift 
                Supervision''; and
                    (B) by striking ``the Resolution Trust 
                Corporation,''; and
            (7) in section 1032(1)--
                    (A) by striking ``the Resolution Trust 
                Corporation,''; and
                    (B) by striking ``or the Director of the 
                Office of Thrift Supervision''.

SEC. 378. TITLE 31, UNITED STATES CODE.

    Title 31, United States Code, is amended--
            (1) in section 321--
                    (A) in subsection (c)--
                            (i) in paragraph (1), by adding 
                        ``and'' at the end;
                            (ii) in paragraph (2), by striking 
                        ``; and'' and inserting a period; and
                            (iii) by striking paragraph (3); 
                        and
                    (B) by striking subsection (e); and
            (2) in section 714(a), by striking ``the Office of 
        the Comptroller of the Currency, and the Office of 
        Thrift Supervision.'' and inserting ``and the Office of 
        the Comptroller of the Currency.''.

       TITLE IV--REGULATION OF ADVISERS TO HEDGE FUNDS AND OTHERS

SEC. 401. SHORT TITLE.

    This title may be cited as the ``Private Fund Investment 
Advisers Registration Act of 2010''.

SEC. 402. DEFINITIONS.

    (a) Investment Advisers Act of 1940 Definitions.--Section 
202(a) of the Investment Advisers Act of 1940 (15 U.S.C. 80b-
2(a)) is amended by adding at the end the following:
            ``(29) The term `private fund' means an issuer that 
        would be an investment company, as defined in section 3 
        of the Investment Company Act of 1940 (15 U.S.C. 80a-
        3), but for section 3(c)(1) or 3(c)(7) of that Act.
            ``(30) The term `foreign private adviser' means any 
        investment adviser who--
                    ``(A) has no place of business in the 
                United States;
                    ``(B) has, in total, fewer than 15 clients 
                and investors in the United States in private 
                funds advised by the investment adviser;
                    ``(C) has aggregate assets under management 
                attributable to clients in the United States 
                and investors in the United States in private 
                funds advised by the investment adviser of less 
                than $25,000,000, or such higher amount as the 
                Commission may, by rule, deem appropriate in 
                accordance with the purposes of this title; and
                    ``(D) neither--
                            ``(i) holds itself out generally to 
                        the public in the United States as an 
                        investment adviser; nor
                            ``(ii) acts as--
                                    ``(I) an investment adviser 
                                to any investment company 
                                registered under the Investment 
                                Company Act of 1940; or
                                    ``(II) a company that has 
                                elected to be a business 
                                development company pursuant to 
                                section 54 of the Investment 
                                Company Act of 1940 (15 U.S.C. 
                                80a-53), and has not withdrawn 
                                its election.''.
    (b) Other Definitions.--As used in this title, the terms 
``investment adviser'' and ``private fund'' have the same 
meanings as in section 202 of the Investment Advisers Act of 
1940, as amended by this title.

SEC. 403. ELIMINATION OF PRIVATE ADVISER EXEMPTION; LIMITED EXEMPTION 
                    FOR FOREIGN PRIVATE ADVISERS; LIMITED INTRASTATE 
                    EXEMPTION.

    Section 203(b) of the Investment Advisers Act of 1940 (15 
U.S.C. 80b-3(b)) is amended--
            (1) in paragraph (1), by inserting ``, other than 
        an investment adviser who acts as an investment adviser 
        to any private fund,'' before ``all of whose'';
            (2) by striking paragraph (3) and inserting the 
        following:
            ``(3) any investment adviser that is a foreign 
        private adviser;''; and
            (3) in paragraph (5), by striking ``or'' at the 
        end;
            (4) in paragraph (6)--
                    (A) by striking ``any investment adviser'' 
                and inserting ``(A) any investment adviser'';
                    (B) by redesignating subparagraphs (A) and 
                (B) as clauses (i) and (ii), respectively; and
                    (C) in clause (ii) (as so redesignated), by 
                striking the period at the end and inserting 
                ``; or''; and
                    (D) by adding at the end the following:
    ``(B) any investment adviser that is registered with the 
Commodity Futures Trading Commission as a commodity trading 
advisor and advises a private fund, provided that, if after the 
date of enactment of the Private Fund Investment Advisers 
Registration Act of 2010, the business of the advisor should 
become predominately the provision of securities-related 
advice, then such adviser shall register with the 
Commission.''.
            (5) by adding at the end the following:
            ``(7) any investment adviser, other than any entity 
        that has elected to be regulated or is regulated as a 
        business development company pursuant to section 54 of 
        the Investment Company Act of 1940 (15 U.S.C. 80a-54), 
        who solely advises--
                    ``(A) small business investment companies 
                that are licensees under the Small Business 
                Investment Act of 1958;
                    ``(B) entities that have received from the 
                Small Business Administration notice to proceed 
                to qualify for a license as a small business 
                investment company under the Small Business 
                Investment Act of 1958, which notice or license 
                has not been revoked; or
                    ``(C) applicants that are affiliated with 1 
                or more licensed small business investment 
                companies described in subparagraph (A) and 
                that have applied for another license under the 
                Small Business Investment Act of 1958, which 
                application remains pending.''.

SEC. 404. COLLECTION OF SYSTEMIC RISK DATA; REPORTS; EXAMINATIONS; 
                    DISCLOSURES.

    Section 204 of the Investment Advisers Act of 1940 (15 
U.S.C. 80b-4) is amended--
            (1) by redesignating subsections (b) and (c) as 
        subsections (c) and (d), respectively; and
            (2) by inserting after subsection (a) the 
        following:
    ``(b) Records and Reports of Private Funds.--
            ``(1) In general.--The Commission may require any 
        investment adviser registered under this title--
                    ``(A) to maintain such records of, and file 
                with the Commission such reports regarding, 
                private funds advised by the investment 
                adviser, as necessary and appropriate in the 
                public interest and for the protection of 
                investors, or for the assessment of systemic 
                risk by the Financial Stability Oversight 
                Council (in this subsection referred to as the 
                `Council'); and
                    ``(B) to provide or make available to the 
                Council those reports or records or the 
                information contained therein.
            ``(2) Treatment of records.--The records and 
        reports of any private fund to which an investment 
        adviser registered under this title provides investment 
        advice shall be deemed to be the records and reports of 
        the investment adviser.
            ``(3) Required information.--The records and 
        reports required to be maintained by an investment 
        adviser and subject to inspection by the Commission 
        under this subsection shall include, for each private 
        fund advised by the investment adviser, a description 
        of--
                    ``(A) the amount of assets under management 
                and use of leverage, including off-balance-
                sheet leverage;
                    ``(B) counterparty credit risk exposure;
                    ``(C) trading and investment positions;
                    ``(D) valuation policies and practices of 
                the fund;
                    ``(E) types of assets held;
                    ``(F) side arrangements or side letters, 
                whereby certain investors in a fund obtain more 
                favorable rights or entitlements than other 
                investors;
                    ``(G) trading practices; and
                    ``(H) such other information as the 
                Commission, in consultation with the Council, 
                determines is necessary and appropriate in the 
                public interest and for the protection of 
                investors or for the assessment of systemic 
                risk, which may include the establishment of 
                different reporting requirements for different 
                classes of fund advisers, based on the type or 
                size of private fund being advised.
            ``(4) Maintenance of records.--An investment 
        adviser registered under this title shall maintain such 
        records of private funds advised by the investment 
        adviser for such period or periods as the Commission, 
        by rule, may prescribe as necessary and appropriate in 
        the public interest and for the protection of 
        investors, or for the assessment of systemic risk.
            ``(5) Filing of records.--The Commission shall 
        issue rules requiring each investment adviser to a 
        private fund to file reports containing such 
        information as the Commission deems necessary and 
        appropriate in the public interest and for the 
        protection of investors or for the assessment of 
        systemic risk.
            ``(6) Examination of records.--
                    ``(A) Periodic and special examinations.--
                The Commission--
                            ``(i) shall conduct periodic 
                        inspections of the records of private 
                        funds maintained by an investment 
                        adviser registered under this title in 
                        accordance with a schedule established 
                        by the Commission; and
                            ``(ii) may conduct at any time and 
                        from time to time such additional, 
                        special, and other examinations as the 
                        Commission may prescribe as necessary 
                        and appropriate in the public interest 
                        and for the protection of investors, or 
                        for the assessment of systemic risk.
                    ``(B) Availability of records.--An 
                investment adviser registered under this title 
                shall make available to the Commission any 
                copies or extracts from such records as may be 
                prepared without undue effort, expense, or 
                delay, as the Commission or its representatives 
                may reasonably request.
            ``(7) Information sharing.--
                    ``(A) In general.--The Commission shall 
                make available to the Council copies of all 
                reports, documents, records, and information 
                filed with or provided to the Commission by an 
                investment adviser under this subsection as the 
                Council may consider necessary for the purpose 
                of assessing the systemic risk posed by a 
                private fund.
                    ``(B) Confidentiality.--The Council shall 
                maintain the confidentiality of information 
                received under this paragraph in all such 
                reports, documents, records, and information, 
                in a manner consistent with the level of 
                confidentiality established for the Commission 
                pursuant to paragraph (8). The Council shall be 
                exempt from section 552 of title 5, United 
                States Code, with respect to any information in 
                any report, document, record, or information 
                made available, to the Council under this 
                subsection.''.
            ``(8) Commission confidentiality of reports.--
        Notwithstanding any other provision of law, the 
        Commission may not be compelled to disclose any report 
        or information contained therein required to be filed 
        with the Commission under this subsection, except that 
        nothing in this subsection authorizes the Commission--
                    ``(A) to withhold information from 
                Congress, upon an agreement of confidentiality; 
                or
                    ``(B) prevent the Commission from complying 
                with--
                            ``(i) a request for information 
                        from any other Federal department or 
                        agency or any self-regulatory 
                        organization requesting the report or 
                        information for purposes within the 
                        scope of its jurisdiction; or
                            ``(ii) an order of a court of the 
                        United States in an action brought by 
                        the United States or the Commission.
            ``(9) Other recipients confidentiality.--Any 
        department, agency, or self-regulatory organization 
        that receives reports or information from the 
        Commission under this subsection shall maintain the 
        confidentiality of such reports, documents, records, 
        and information in a manner consistent with the level 
        of confidentiality established for the Commission under 
        paragraph (8).
            ``(10) Public information exception.--
                    ``(A) In general.--The Commission, the 
                Council, and any other department, agency, or 
                self-regulatory organization that receives 
                information, reports, documents, records, or 
                information from the Commission under this 
                subsection, shall be exempt from the provisions 
                of section 552 of title 5, United States Code, 
                with respect to any such report, document, 
                record, or information. Any proprietary 
                information of an investment adviser 
                ascertained by the Commission from any report 
                required to be filed with the Commission 
                pursuant to this subsection shall be subject to 
                the same limitations on public disclosure as 
                any facts ascertained during an examination, as 
                provided by section 210(b) of this title.
                    ``(B) Proprietary information.--For 
                purposes of this paragraph, proprietary 
                information includes sensitive, non-public 
                information regarding--
                            ``(i) the investment or trading 
                        strategies of the investment adviser;
                            ``(ii) analytical or research 
                        methodologies;
                            ``(iii) trading data;
                            ``(iv) computer hardware or 
                        software containing intellectual 
                        property; and
                            ``(v) any additional information 
                        that the Commission determines to be 
                        proprietary.
            ``(11) Annual report to congress.--The Commission 
        shall report annually to Congress on how the Commission 
        has used the data collected pursuant to this subsection 
        to monitor the markets for the protection of investors 
        and the integrity of the markets.''.

SEC. 405. DISCLOSURE PROVISION AMENDMENT.

    Section 210(c) of the Investment Advisers Act of 1940 (15 
U.S.C. 80b-10(c)) is amended by inserting before the period at 
the end the following: ``or for purposes of assessment of 
potential systemic risk''.

SEC. 406. CLARIFICATION OF RULEMAKING AUTHORITY.

    Section 211 of the Investment Advisers Act of 1940 (15 
U.S.C. 80b-11) is amended--
            (1) in subsection (a), by inserting before the 
        period at the end of the first sentence the following: 
        ``, including rules and regulations defining technical, 
        trade, and other terms used in this title, except that 
        the Commission may not define the term `client' for 
        purposes of paragraphs (1) and (2) of section 206 to 
        include an investor in a private fund managed by an 
        investment adviser, if such private fund has entered 
        into an advisory contract with such adviser''; and
            (2) by adding at the end the following:
    ``(e) Disclosure Rules on Private Funds.--The Commission 
and the Commodity Futures Trading Commission shall, after 
consultation with the Council but not later than 12 months 
after the date of enactment of the Private Fund Investment 
Advisers Registration Act of 2010, jointly promulgate rules to 
establish the form and content of the reports required to be 
filed with the Commission under subsection 204(b) and with the 
Commodity Futures Trading Commission by investment advisers 
that are registered both under this title and the Commodity 
Exchange Act (7 U.S.C. 1a et seq.).''.

SEC. 407. EXEMPTION OF AND REPORTING BY VENTURE CAPITAL FUND ADVISERS.

    Section 203 of the Investment Advisers Act of 1940 (15 
U.S.C. 80b-3) is amended by adding at the end the following:
    ``(l) Exemption of Venture Capital Fund Advisers.--No 
investment adviser that acts as an investment adviser solely to 
1 or more venture capital funds shall be subject to the 
registration requirements of this title with respect to the 
provision of investment advice relating to a venture capital 
fund. Not later than 1 year after the date of enactment of this 
subsection, the Commission shall issue final rules to define 
the term `venture capital fund' for purposes of this 
subsection. The Commission shall require such advisers to 
maintain such records and provide to the Commission such annual 
or other reports as the Commission determines necessary or 
appropriate in the public interest or for the protection of 
investors.''.

SEC. 408. EXEMPTION OF AND REPORTING BY CERTAIN PRIVATE FUND ADVISERS.

    Section 203 of the Investment Advisers Act of 1940 (15 
U.S.C. 80b-3) is amended by adding at the end the following:
    ``(m) Exemption of and Reporting by Certain Private Fund 
Advisers.--
            ``(1) In general.--The Commission shall provide an 
        exemption from the registration requirements under this 
        section to any investment adviser of private funds, if 
        each of such investment adviser acts solely as an 
        adviser to private funds and has assets under 
        management in the United States of less than 
        $150,000,000.
            ``(2) Reporting.--The Commission shall require 
        investment advisers exempted by reason of this 
        subsection to maintain such records and provide to the 
        Commission such annual or other reports as the 
        Commission determines necessary or appropriate in the 
        public interest or for the protection of investors.
    ``(n) Registration and Examination of Mid-Sized Private 
Fund Advisers.--In prescribing regulations to carry out the 
requirements of this section with respect to investment 
advisers acting as investment advisers to mid-sized private 
funds, the Commission shall take into account the size, 
governance, and investment strategy of such funds to determine 
whether they pose systemic risk, and shall provide for 
registration and examination procedures with respect to the 
investment advisers of such funds which reflect the level of 
systemic risk posed by such funds.''.

SEC. 409. FAMILY OFFICES.

    (a) In General.--Section 202(a)(11) of the Investment 
Advisers Act of 1940 (15 U.S.C. 80b-2(a)(11)) is amended by 
striking ``or (G)'' and inserting the following: ``; (G) any 
family office, as defined by rule, regulation, or order of the 
Commission, in accordance with the purposes of this title; or 
(H)''.
    (b) Rulemaking.--The rules, regulations, or orders issued 
by the Commission pursuant to section 202(a)(11)(G) of the 
Investment Advisers Act of 1940, as added by this section, 
regarding the definition of the term ``family office'' shall 
provide for an exemption that--
            (1) is consistent with the previous exemptive 
        policy of the Commission, as reflected in exemptive 
        orders for family offices in effect on the date of 
        enactment of this Act, and the grandfathering 
        provisions in paragraph (3);
            (2) recognizes the range of organizational, 
        management, and employment structures and arrangements 
        employed by family offices; and
            (3) does not exclude any person who was not 
        registered or required to be registered under the 
        Investment Advisers Act of 1940 on January 1, 2010 from 
        the definition of the term ``family office'', solely 
        because such person provides investment advice to, and 
        was engaged before January 1, 2010 in providing 
        investment advice to--
                    (A) natural persons who, at the time of 
                their applicable investment, are officers, 
                directors, or employees of the family office 
                who--
                            (i) have invested with the family 
                        office before January 1, 2010; and
                            (ii) are accredited investors, as 
                        defined in Regulation D of the 
                        Commission (or any successor thereto) 
                        under the Securities Act of 1933, or, 
                        as the Commission may prescribe by 
                        rule, the successors-in-interest 
                        thereto;
                    (B) any company owned exclusively and 
                controlled by members of the family of the 
                family office, or as the Commission may 
                prescribe by rule;
                    (C) any investment adviser registered under 
                the Investment Adviser Act of 1940 that 
                provides investment advice to the family office 
                and who identifies investment opportunities to 
                the family office, and invests in such 
                transactions on substantially the same terms as 
                the family office invests, but does not invest 
                in other funds advised by the family office, 
                and whose assets as to which the family office 
                directly or indirectly provides investment 
                advice represent, in the aggregate, not more 
                than 5 percent of the value of the total assets 
                as to which the family office provides 
                investment advice.
    (c) Antifraud Authority.--A family office that would not be 
a family office, but for subsection (b)(3), shall be deemed to 
be an investment adviser for the purposes of paragraphs (1), 
(2) and (4) of section 206 of the Investment Advisers Act of 
1940.

SEC. 410. STATE AND FEDERAL RESPONSIBILITIES; ASSET THRESHOLD FOR 
                    FEDERAL REGISTRATION OF INVESTMENT ADVISERS.

    Section 203A(a) of the of the Investment Advisers Act of 
1940 (15 U.S.C. 80b-3a(a)) is amended--
            (1) by redesignating paragraph (2) as paragraph 
        (3); and
            (2) by inserting after paragraph (1) the following:
            ``(2) Treatment of mid-sized investment advisers.--
                    ``(A) In general.--No investment adviser 
                described in subparagraph (B) shall register 
                under section 203, unless the investment 
                adviser is an adviser to an investment company 
                registered under the Investment Company Act of 
                1940, or a company which has elected to be a 
                business development company pursuant to 
                section 54 of the Investment Company Act of 
                1940, and has not withdrawn the election, 
                except that, if by effect of this paragraph an 
                investment adviser would be required to 
                register with 15 or more States, then the 
                adviser may register under section 203.
                    ``(B) Covered persons.--An investment 
                adviser described in this subparagraph is an 
                investment adviser that--
                            ``(i) is required to be registered 
                        as an investment adviser with the 
                        securities commissioner (or any agency 
                        or office performing like functions) of 
                        the State in which it maintains its 
                        principal office and place of business 
                        and, if registered, would be subject to 
                        examination as an investment adviser by 
                        any such commissioner, agency, or 
                        office; and
                            ``(ii) has assets under management 
                        between--
                                    ``(I) the amount specified 
                                under subparagraph (A) of 
                                paragraph (1), as such amount 
                                may have been adjusted by the 
                                Commission pursuant to that 
                                subparagraph; and
                                    ``(II) $100,000,000, or 
                                such higher amount as the 
                                Commission may, by rule, deem 
                                appropriate in accordance with 
                                the purposes of this title.''.

SEC. 411. CUSTODY OF CLIENT ASSETS.

    The Investment Advisers Act of 1940 (15 U.S.C. 80b-1 et 
seq.) is amended by adding at the end the following new 
section:

``SEC. 223. CUSTODY OF CLIENT ACCOUNTS.

    ``An investment adviser registered under this title shall 
take such steps to safeguard client assets over which such 
adviser has custody, including, without limitation, 
verification of such assets by an independent public 
accountant, as the Commission may, by rule, prescribe.''.

SEC. 412. COMPTROLLER GENERAL STUDY ON CUSTODY RULE COSTS.

    The Comptroller General of the United States shall--
            (1) conduct a study of--
                    (A) the compliance costs associated with 
                the current Securities and Exchange Commission 
                rules 204-2 (17 C.F.R. Parts 275.204-2) and 
                rule 206(4)-2 (17 C.F.R. 275.206(4)-2) under 
                the Investment Advisers Act of 1940 regarding 
                custody of funds or securities of clients by 
                investment advisers; and
                    (B) the additional costs if subsection 
                (b)(6) of rule 206(4)-2 (17 C.F.R. 275.206(4)-
                2(b)(6)) relating to operational independence 
                were eliminated; and
            (2) 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 the results of such study, not later 
        than 3 years after the date of enactment of this Act.

SEC. 413. ADJUSTING THE ACCREDITED INVESTOR STANDARD.

    (a) In General.--The Commission shall adjust any net worth 
standard for an accredited investor, as set forth in the rules 
of the Commission under the Securities Act of 1933, so that the 
individual net worth of any natural person, or joint net worth 
with the spouse of that person, at the time of purchase, is 
more than $1,000,000 (as such amount is adjusted periodically 
by rule of the Commission), excluding the value of the primary 
residence of such natural person, except that during the 4-year 
period that begins on the date of enactment of this Act, any 
net worth standard shall be $1,000,000, excluding the value of 
the primary residence of such natural person.
    (b) Review and Adjustment.--
            (1) Initial review and adjustment.--
                    (A) Initial review.--The Commission may 
                undertake a review of the definition of the 
                term ``accredited investor'', as such term 
                applies to natural persons, to determine 
                whether the requirements of the definition, 
                excluding the requirement relating to the net 
                worth standard described in subsection (a), 
                should be adjusted or modified for the 
                protection of investors, in the public 
                interest, and in light of the economy.
                    (B) Adjustment or modification.--Upon 
                completion of a review under subparagraph (A), 
                the Commission may, by notice and comment 
                rulemaking, make such adjustments to the 
                definition of the term ``accredited investor'', 
                excluding adjusting or modifying the 
                requirement relating to the net worth standard 
                described in subsection (a), as such term 
                applies to natural persons, as the Commission 
                may deem appropriate for the protection of 
                investors, in the public interest, and in light 
                of the economy.
            (2) Subsequent reviews and adjustment.--
                    (A) Subsequent reviews.--Not earlier than 4 
                years after the date of enactment of this Act, 
                and not less frequently than once every 4 years 
                thereafter, the Commission shall undertake a 
                review of the definition, in its entirety, of 
                the term ``accredited investor'', as defined in 
                section 230.215 of title 17, Code of Federal 
                Regulations, or any successor thereto, as such 
                term applies to natural persons, to determine 
                whether the requirements of the definition 
                should be adjusted or modified for the 
                protection of investors, in the public 
                interest, and in light of the economy.
                    (B) Adjustment or modification.--Upon 
                completion of a review under subparagraph (A), 
                the Commission may, by notice and comment 
                rulemaking, make such adjustments to the 
                definition of the term ``accredited investor'', 
                as defined in section 230.215 of title 17, Code 
                of Federal Regulations, or any successor 
                thereto, as such term applies to natural 
                persons, as the Commission may deem appropriate 
                for the protection of investors, in the public 
                interest, and in light of the economy.

SEC. 414. RULE OF CONSTRUCTION RELATING TO THE COMMODITIES EXCHANGE 
                    ACT.

    The Investment Advisers Act of 1940 (15 U.S.C. 80b-1 et 
seq.) is further amended by adding at the end the following new 
section:

``SEC. 224. RULE OF CONSTRUCTION RELATING TO THE COMMODITIES EXCHANGE 
                    ACT.

    ``Nothing in this title shall relieve any person of any 
obligation or duty, or affect the availability of any right or 
remedy available to the Commodity Futures Trading Commission or 
any private party, arising under the Commodity Exchange Act (7 
U.S.C. 1 et seq.) governing commodity pools, commodity pool 
operators, or commodity trading advisors.''.

SEC. 415. GAO STUDY AND REPORT ON ACCREDITED INVESTORS.

    The Comptroller General of the United States shall conduct 
a study on the appropriate criteria for determining the 
financial thresholds or other criteria needed to qualify for 
accredited investor status and eligibility to invest in private 
funds, and 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 the 
results of such study not later than 3 years after the date of 
enactment of this Act.

SEC. 416. GAO STUDY ON SELF-REGULATORY ORGANIZATION FOR PRIVATE FUNDS.

    The Comptroller General of the United States shall--
            (1) conduct a study of the feasibility of forming a 
        self-regulatory organization to oversee private funds; 
        and
            (2) 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 the results of such study, not later 
        than 1 year after the date of enactment of this Act.

SEC. 417. COMMISSION STUDY AND REPORT ON SHORT SELLING.

    (a) Studies.--The Division of Risk, Strategy, and Financial 
Innovation of the Commission shall conduct--
            (1) a study, taking into account current 
        scholarship, on the state of short selling on national 
        securities exchanges and in the over-the-counter 
        markets, with particular attention to the impact of 
        recent rule changes and the incidence of--
                    (A) the failure to deliver shares sold 
                short; or
                    (B) delivery of shares on the fourth day 
                following the short sale transaction; and
            (2) a study of--
                    (A) the feasibility, benefits, and costs of 
                requiring reporting publicly, in real time 
                short sale positions of publicly listed 
                securities, or, in the alternative, reporting 
                such short positions in real time only to the 
                Commission and the Financial Industry 
                Regulatory Authority; and
                    (B) the feasibility, benefits, and costs of 
                conducting a voluntary pilot program in which 
                public companies will agree to have all trades 
                of their shares marked ``short'', ``market 
                maker short'', ``buy'', ``buy-to-cover'', or 
                ``long'', and reported in real time through the 
                Consolidated Tape.
    (b) Reports.--The Commission 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--
            (1) on the results of the study required under 
        subsection (a)(1), including recommendations for market 
        improvements, not later than 2 years after the date of 
        enactment of this Act; and
            (2) on the results of the study required under 
        subsection (a)(2), not later than 1 year after the date 
        of enactment of this Act.

SEC. 418. QUALIFIED CLIENT STANDARD.

    Section 205(e) of the Investment Advisers Act of 1940 (15 
U.S.C. 80b-5(e)) is amended by adding at the end the following: 
``With respect to any factor used in any rule or regulation by 
the Commission in making a determination under this subsection, 
if the Commission uses a dollar amount test in connection with 
such factor, such as a net asset threshold, the Commission 
shall, by order, not later than 1 year after the date of 
enactment of the Private Fund Investment Advisers Registration 
Act of 2010, and every 5 years thereafter, adjust for the 
effects of inflation on such test. Any such adjustment that is 
not a multiple of $100,000 shall be rounded to the nearest 
multiple of $100,000.''.

SEC. 419. TRANSITION PERIOD.

    Except as otherwise provided in this title, this title and 
the amendments made by this title shall become effective 1 year 
after the date of enactment of this Act, except that any 
investment adviser may, at the discretion of the investment 
adviser, register with the Commission under the Investment 
Advisers Act of 1940 during that 1-year period, subject to the 
rules of the Commission.

                           TITLE V--INSURANCE

                  Subtitle A--Federal Insurance Office

SEC. 501. SHORT TITLE.

    This subtitle may be cited as the ``Federal Insurance 
Office Act of 2010''.

SEC. 502. FEDERAL INSURANCE OFFICE.

    (a) Establishment of Office.--Subchapter I of chapter 3 of 
subtitle I of title 31, United States Code, is amended--
            (1) by redesignating section 312 as section 315;
            (2) by redesignating section 313 as section 312; 
        and
            (3) by inserting after section 312 (as so 
        redesignated) the following new sections:

``SEC. 313. FEDERAL INSURANCE OFFICE.

    ``(a) Establishment.--There is established within the 
Department of the Treasury the Federal Insurance Office.
    ``(b) Leadership.--The Office shall be headed by a 
Director, who shall be appointed by the Secretary of the 
Treasury. The position of Director shall be a career reserved 
position in the Senior Executive Service, as that position is 
defined under section 3132 of title 5, United States Code.
    ``(c) Functions.--
            ``(1) Authority pursuant to direction of 
        secretary.--The Office, pursuant to the direction of 
        the Secretary, shall have the authority--
                    ``(A) to monitor all aspects of the 
                insurance industry, including identifying 
                issues or gaps in the regulation of insurers 
                that could contribute to a systemic crisis in 
                the insurance industry or the United States 
                financial system;
                    ``(B) to monitor the extent to which 
                traditionally underserved communities and 
                consumers, minorities (as such term is defined 
                in section 1204(c) of the Financial 
                Institutions Reform, Recovery, and Enforcement 
                Act of 1989 (12 U.S.C. 1811 note)), and low- 
                and moderate-income persons have access to 
                affordable insurance products regarding all 
                lines of insurance, except health insurance;
                    ``(C) to recommend to the Financial 
                Stability Oversight Council that it designate 
                an insurer, including the affiliates of such 
                insurer, as an entity subject to regulation as 
                a nonbank financial company supervised by the 
                Board of Governors pursuant to title I of the 
                Dodd-Frank Wall Street Reform and Consumer 
                Protection Act;
                    ``(D) to assist the Secretary in 
                administering the Terrorism Insurance Program 
                established in the Department of the Treasury 
                under the Terrorism Risk Insurance Act of 2002 
                (15 U.S.C. 6701 note);
                    ``(E) to coordinate Federal efforts and 
                develop Federal policy on prudential aspects of 
                international insurance matters, including 
                representing the United States, as appropriate, 
                in the International Association of Insurance 
                Supervisors (or a successor entity) and 
                assisting the Secretary in negotiating covered 
                agreements (as such term is defined in 
                subsection (r));
                    ``(F) to determine, in accordance with 
                subsection (f), whether State insurance 
                measures are preempted by covered agreements;
                    ``(G) to consult with the States (including 
                State insurance regulators) regarding insurance 
                matters of national importance and prudential 
                insurance matters of international importance; 
                and
                    ``(H) to perform such other related duties 
                and authorities as may be assigned to the 
                Office by the Secretary.
            ``(2) Advisory functions.--The Office shall advise 
        the Secretary on major domestic and prudential 
        international insurance policy issues.
            ``(3) Advisory capacity on council.--The Director 
        shall serve in an advisory capacity on the Financial 
        Stability Oversight Council established under the 
        Financial Stability Act of 2010.
    ``(d) Scope.--The authority of the Office shall extend to 
all lines of insurance except--
            ``(1) health insurance, as determined by the 
        Secretary in coordination with the Secretary of Health 
        and Human Services based on section 2791 of the Public 
        Health Service Act (42 U.S.C. 300gg-91);
            ``(2) long-term care insurance, except long-term 
        care insurance that is included with life or annuity 
        insurance components, as determined by the Secretary in 
        coordination with the Secretary of Health and Human 
        Services, and in the case of long-term care insurance 
        that is included with such components, the Secretary 
        shall coordinate with the Secretary of Health and Human 
        Services in performing the functions of the Office; and
            ``(3) crop insurance, as established by the Federal 
        Crop Insurance Act (7 U.S.C. 1501 et seq.).
    ``(e) Gathering of Information.--
            ``(1) In general.--In carrying out the functions 
        required under subsection (c), the Office may--
                    ``(A) receive and collect data and 
                information on and from the insurance industry 
                and insurers;
                    ``(B) enter into information-sharing 
                agreements;
                    ``(C) analyze and disseminate data and 
                information; and
                    ``(D) issue reports regarding all lines of 
                insurance except health insurance.
            ``(2) Collection of information from insurers and 
        affiliates.--
                    ``(A) In general.--Except as provided in 
                paragraph (3), the Office may require an 
                insurer, or any affiliate of an insurer, to 
                submit such data or information as the Office 
                may reasonably require in carrying out the 
                functions described under subsection (c).
                    ``(B) Rule of construction.--
                Notwithstanding any other provision of this 
                section, for purposes of subparagraph (A), the 
                term `insurer' means any entity that writes 
                insurance or reinsures risks and issues 
                contracts or policies in 1 or more States.
            ``(3) Exception for small insurers.--Paragraph (2) 
        shall not apply with respect to any insurer or 
        affiliate thereof that meets a minimum size threshold 
        that the Office may establish, whether by order or 
        rule.
            ``(4) Advance coordination.--Before collecting any 
        data or information under paragraph (2) from an 
        insurer, or affiliate of an insurer, the Office shall 
        coordinate with each relevant Federal agency and State 
        insurance regulator (or other relevant Federal or State 
        regulatory agency, if any, in the case of an affiliate 
        of an insurer) and any publicly available sources to 
        determine if the information to be collected is 
        available from, and may be obtained in a timely manner 
        by, such Federal agency or State insurance regulator, 
        individually or collectively, other regulatory agency, 
        or publicly available sources. If the Director 
        determines that such data or information is available, 
        and may be obtained in a timely manner, from such an 
        agency, regulator, regulatory agency, or source, the 
        Director shall obtain the data or information from such 
        agency, regulator, regulatory agency, or source. If the 
        Director determines that such data or information is 
        not so available, the Director may collect such data or 
        information from an insurer (or affiliate) only if the 
        Director complies with the requirements of subchapter I 
        of chapter 35 of title 44, United States Code (relating 
        to Federal information policy; commonly known as the 
        Paperwork Reduction Act), in collecting such data or 
        information. Notwithstanding any other provision of 
        law, each such relevant Federal agency and State 
        insurance regulator or other Federal or State 
        regulatory agency is authorized to provide to the 
        Office such data or information.
            ``(5) Confidentiality.--
                    ``(A) Retention of privilege.--The 
                submission of any nonpublicly available data 
                and information to the Office under this 
                subsection shall not constitute a waiver of, or 
                otherwise affect, any privilege arising under 
                Federal or State law (including the rules of 
                any Federal or State court) to which the data 
                or information is otherwise subject.
                    ``(B) Continued application of prior 
                confidentiality agreements.--Any requirement 
                under Federal or State law to the extent 
                otherwise applicable, or any requirement 
                pursuant to a written agreement in effect 
                between the original source of any nonpublicly 
                available data or information and the source of 
                such data or information to the Office, 
                regarding the privacy or confidentiality of any 
                data or information in the possession of the 
                source to the Office, shall continue to apply 
                to such data or information after the data or 
                information has been provided pursuant to this 
                subsection to the Office.
                    ``(C) Information-sharing agreement.--Any 
                data or information obtained by the Office may 
                be made available to State insurance 
                regulators, individually or collectively, 
                through an information-sharing agreement that--
                            ``(i) shall comply with applicable 
                        Federal law; and
                            ``(ii) shall not constitute a 
                        waiver of, or otherwise affect, any 
                        privilege under Federal or State law 
                        (including the rules of any Federal or 
                        State court) to which the data or 
                        information is otherwise subject.
                    ``(D) Agency disclosure requirements.--
                Section 552 of title 5, United States Code, 
                shall apply to any data or information 
                submitted to the Office by an insurer or an 
                affiliate of an insurer.
            ``(6) Subpoenas and enforcement.--The Director 
        shall have the power to require by subpoena the 
        production of the data or information requested under 
        paragraph (2), but only upon a written finding by the 
        Director that such data or information is required to 
        carry out the functions described under subsection (c) 
        and that the Office has coordinated with such regulator 
        or agency as required under paragraph (4). Subpoenas 
        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. In the case of contumacy 
        or failure to obey a subpoena, the subpoena shall be 
        enforceable by order of any appropriate district court 
        of the United States. Any failure to obey the order of 
        the court may be punished by the court as a contempt of 
        court.
    ``(f) Preemption of State Insurance Measures.--
            ``(1) Standard.--A State insurance measure shall be 
        preempted pursuant to this section or section 314 if, 
        and only to the extent that the Director determines, in 
        accordance with this subsection, that the measure--
                    ``(A) results in less favorable treatment 
                of a non-United States insurer domiciled in a 
                foreign jurisdiction that is subject to a 
                covered agreement than a United States insurer 
                domiciled, licensed, or otherwise admitted in 
                that State; and
                    ``(B) is inconsistent with a covered 
                agreement.
            ``(2) Determination.--
                    ``(A) Notice of potential inconsistency.--
                Before making any determination under paragraph 
                (1), the Director shall--
                            ``(i) notify and consult with the 
                        appropriate State regarding any 
                        potential inconsistency or preemption;
                            ``(ii) notify and consult with the 
                        United States Trade Representative 
                        regarding any potential inconsistency 
                        or preemption;
                            ``(iii) cause to be published in 
                        the Federal Register notice of the 
                        issue regarding the potential 
                        inconsistency or preemption, including 
                        a description of each State insurance 
                        measure at issue and any applicable 
                        covered agreement;
                            ``(iv) provide interested parties a 
                        reasonable opportunity to submit 
                        written comments to the Office; and
                            ``(v) consider any comments 
                        received.
                    ``(B) Scope of review.--For purposes of 
                this subsection, any determination of the 
                Director regarding State insurance measures, 
                and any preemption under paragraph (1) as a 
                result of such determination, shall be limited 
                to the subject matter contained within the 
                covered agreement involved and shall achieve a 
                level of protection for insurance or 
                reinsurance consumers that is substantially 
                equivalent to the level of protection achieved 
                under State insurance or reinsurance 
                regulation.
                    ``(C) Notice of determination of 
                inconsistency.--Upon making any determination 
                under paragraph (1), the Director shall--
                            ``(i) notify the appropriate State 
                        of the determination and the extent of 
                        the inconsistency;
                            ``(ii) establish a reasonable 
                        period of time, which shall not be less 
                        than 30 days, before the determination 
                        shall become effective; and
                            ``(iii) notify the Committees on 
                        Financial Services and Ways and Means 
                        of the House of Representatives and the 
                        Committees on Banking, Housing, and 
                        Urban Affairs and Finance of the 
                        Senate.
            ``(3) Notice of effectiveness.--Upon the conclusion 
        of the period referred to in paragraph (2)(C)(ii), if 
        the basis for such determination still exists, the 
        determination shall become effective and the Director 
        shall--
                    ``(A) cause to be published a notice in the 
                Federal Register that the preemption has become 
                effective, as well as the effective date; and
                    ``(B) notify the appropriate State.
            ``(4) Limitation.--No State may enforce a State 
        insurance measure to the extent that such measure has 
        been preempted under this subsection.
    ``(g) Applicability of Administrative Procedures Act.--
Determinations of inconsistency made pursuant to subsection 
(f)(2) shall be subject to the applicable provisions of 
subchapter II of chapter 5 of title 5, United States Code 
(relating to administrative procedure), and chapter 7 of such 
title (relating to judicial review), except that in any action 
for judicial review of a determination of inconsistency, the 
court shall determine the matter de novo.
    ``(h) Regulations, Policies, and Procedures.--The Secretary 
may issue orders, regulations, policies, and procedures to 
implement this section.
    ``(i) Consultation.--The Director shall consult with State 
insurance regulators, individually or collectively, to the 
extent the Director determines appropriate, in carrying out the 
functions of the Office.
    ``(j) Savings Provisions.--Nothing in this section shall--
            ``(1) preempt--
                    ``(A) any State insurance measure that 
                governs any insurer's rates, premiums, 
                underwriting, or sales practices;
                    ``(B) any State coverage requirements for 
                insurance;
                    ``(C) the application of the antitrust laws 
                of any State to the business of insurance; or
                    ``(D) any State insurance measure governing 
                the capital or solvency of an insurer, except 
                to the extent that such State insurance measure 
                results in less favorable treatment of a non-
                United States insurer than a United States 
                insurer;
            ``(2) be construed to alter, amend, or limit any 
        provision of the Consumer Financial Protection Agency 
        Act of 2010; or
            ``(3) affect the preemption of any States insurance 
        measure otherwise inconsistent with and preempted by 
        Federal law.
    ``(k) Retention of Existing State Regulatory Authority.--
Nothing in this section or section 314 shall be construed to 
establish or provide the Office or the Department of the 
Treasury with general supervisory or regulatory authority over 
the business of insurance.
    ``(l) Retention of Authority of Federal Financial 
Regulatory Agencies.--Nothing in this section or section 314 
shall be construed to limit the authority of any Federal 
financial regulatory agency, including the authority to develop 
and coordinate policy, negotiate, and enter into agreements 
with foreign governments, authorities, regulators, and 
multinational regulatory committees and to preempt State 
measures to affect uniformity with international regulatory 
agreements.
    ``(m) Retention of Authority of United States Trade 
Representative.--Nothing in this section or section 314 shall 
be construed to affect the authority of the Office of the 
United States Trade Representative pursuant to section 141 of 
the Trade Act of 1974 (19 U.S.C. 2171) or any other provision 
of law, including authority over the development and 
coordination of United States international trade policy and 
the administration of the United States trade agreements 
program.
    ``(n) Annual Reports to Congress.--
            ``(1) Section 313(f) reports.--Beginning September 
        30, 2011, the Director shall submit a report on or 
        before September 30 of each calendar year to the 
        President and to the Committees on Financial Services 
        and Ways and Means of the House of Representatives and 
        the Committees on Banking, Housing, and Urban Affairs 
        and Finance of the Senate on any actions taken by the 
        Office pursuant to subsection (f) (regarding preemption 
        of inconsistent State insurance measures).
            ``(2) Insurance industry.--Beginning September 30, 
        2011, the Director shall submit a report on or before 
        September 30 of each calendar year to the President and 
        to the Committee on Financial Services of the House of 
        Representatives and the Committee on Banking, Housing, 
        and Urban Affairs of the Senate on the insurance 
        industry and any other information as deemed relevant 
        by the Director or requested by such Committees.
    ``(o) Reports on U.S. and Global Reinsurance Market.--The 
Director shall submit to the Committee on Financial Services of 
the House of Representatives and the Committee on Banking, 
Housing, and Urban Affairs of the Senate--
            ``(1) a report received not later than September 
        30, 2012, describing the breadth and scope of the 
        global reinsurance market and the critical role such 
        market plays in supporting insurance in the United 
        States; and
            ``(2) a report received not later than January 1, 
        2013, and updated not later than January 1, 2015, 
        describing the impact of part II of the Nonadmitted and 
        Reinsurance Reform Act of 2010 on the ability of State 
        regulators to access reinsurance information for 
        regulated companies in their jurisdictions.
    ``(p) Study and Report on Regulation of Insurance.--
            ``(1) In general.--Not later than 18 months after 
        the date of enactment of this section, the Director 
        shall conduct a study and submit a report to Congress 
        on how to modernize and improve the system of insurance 
        regulation in the United States.
            ``(2) Considerations.--The study and report 
        required under paragraph (1) shall be based on and 
        guided by the following considerations:
                    ``(A) Systemic risk regulation with respect 
                to insurance.
                    ``(B) Capital standards and the 
                relationship between capital allocation and 
                liabilities, including standards relating to 
                liquidity and duration risk.
                    ``(C) Consumer protection for insurance 
                products and practices, including gaps in State 
                regulation.
                    ``(D) The degree of national uniformity of 
                State insurance regulation.
                    ``(E) The regulation of insurance companies 
                and affiliates on a consolidated basis.
                    ``(F) International coordination of 
                insurance regulation.
            ``(3) Additional factors.--The study and report 
        required under paragraph (1) shall also examine the 
        following factors:
                    ``(A) The costs and benefits of potential 
                Federal regulation of insurance across various 
                lines of insurance (except health insurance).
                    ``(B) The feasibility of regulating only 
                certain lines of insurance at the Federal 
                level, while leaving other lines8 of insurance 
                to be regulated at the State level.
                    ``(C) The ability of any potential Federal 
                regulation or Federal regulators to eliminate 
                or minimize regulatory arbitrage.
                    ``(D) The impact that developments in the 
                regulation of insurance in foreign 
                jurisdictions might have on the potential 
                Federal regulation of insurance.
                    ``(E) The ability of any potential Federal 
                regulation or Federal regulator to provide 
                robust consumer protection for policyholders.
                    ``(F) The potential consequences of 
                subjecting insurance companies to a Federal 
                resolution authority, including the effects of 
                any Federal resolution authority--
                            ``(i) on the operation of State 
                        insurance guaranty fund systems, 
                        including the loss of guaranty fund 
                        coverage if an insurance company is 
                        subject to a Federal resolution 
                        authority;
                            ``(ii) on policyholder protection, 
                        including the loss of the priority 
                        status of policyholder claims over 
                        other unsecured general creditor 
                        claims;
                            ``(iii) in the case of life 
                        insurance companies, on the loss of the 
                        special status of separate account 
                        assets and separate account 
                        liabilities; and
                            ``(iv) on the international 
                        competitiveness of insurance companies.
                    ``(G) Such other factors as the Director 
                determines necessary or appropriate, consistent 
                with the principles set forth in paragraph (2).
            ``(4) Required recommendations.--The study and 
        report required under paragraph (1) shall also contain 
        any legislative, administrative, or regulatory 
        recommendations, as the Director determines 
        appropriate, to carry out or effectuate the findings 
        set forth in such report.
            ``(5) Consultation.--With respect to the study and 
        report required under paragraph (1), the Director shall 
        consult with the State insurance regulators, consumer 
        organizations, representatives of the insurance 
        industry and policyholders, and other organizations and 
        experts, as appropriate.
    ``(q) Use of Existing Resources.--To carry out this 
section, the Office may employ personnel, facilities, and any 
other resource of the Department of the Treasury available to 
the Secretary and the Secretary shall dedicate specific 
personnel to the Office.
    ``(r) Definitions.--In this section and section 314, the 
following definitions shall apply:
            ``(1) Affiliate.--The term `affiliate' means, with 
        respect to an insurer, any person who controls, is 
        controlled by, or is under common control with the 
        insurer.
            ``(2) Covered agreement.--The term `covered 
        agreement' means a written bilateral or multilateral 
        agreement regarding prudential measures with respect to 
        the business of insurance or reinsurance that--
                    ``(A) is entered into between the United 
                States and one or more foreign governments, 
                authorities, or regulatory entities; and
                    ``(B) relates to the recognition of 
                prudential measures with respect to the 
                business of insurance or reinsurance that 
                achieves a level of protection for insurance or 
                reinsurance consumers that is substantially 
                equivalent to the level of protection achieved 
                under State insurance or reinsurance 
                regulation.
            ``(3) Insurer.--The term `insurer' means any person 
        engaged in the business of insurance, including 
        reinsurance.
            ``(4) Federal financial regulatory agency.--The 
        term `Federal financial regulatory agency' means the 
        Department of the Treasury, the Board of Governors of 
        the Federal Reserve System, the Office of the 
        Comptroller of the Currency, the Office of Thrift 
        Supervision, the Securities and Exchange Commission, 
        the Commodity Futures Trading Commission, the Federal 
        Deposit Insurance Corporation, the Federal Housing 
        Finance Agency, or the National Credit Union 
        Administration.
            ``(5) Non-united states insurer.--The term `non-
        United States insurer' means an insurer that is 
        organized under the laws of a jurisdiction other than a 
        State, but does not include any United States branch of 
        such an insurer.
            ``(6) Office.--The term `Office' means the Federal 
        Insurance Office established by this section.
            ``(7) State insurance measure.--The term `State 
        insurance measure' means any State law, regulation, 
        administrative ruling, bulletin, guideline, or practice 
        relating to or affecting prudential measures applicable 
        to insurance or reinsurance.
            ``(8) State insurance regulator.--The term `State 
        insurance regulator' means any State regulatory 
        authority responsible for the supervision of insurers.
            ``(9) Substantially equivalent to the level of 
        protection achieved.--The term `substantially 
        equivalent to the level of protection achieved' means 
        the prudential measures of a foreign government, 
        authority, or regulatory entity achieve a similar 
        outcome in consumer protection as the outcome achieved 
        under State insurance or reinsurance regulation.
            ``(10) United states insurer.--The term `United 
        States insurer' means--
                    ``(A) an insurer that is organized under 
                the laws of a State; or
                    ``(B) a United States branch of a non-
                United States insurer.
    ``(s) Authorization of Appropriations.--There are 
authorized to be appropriated for the Office for each fiscal 
year such sums as may be necessary.

``SEC. 314. COVERED AGREEMENTS.

    ``(a) Authority.--The Secretary and the United States Trade 
Representative are authorized, jointly, to negotiate and enter 
into covered agreements on behalf of the United States.
    ``(b) Requirements for Consultation With Congress.--
            ``(1) In general.--Before initiating negotiations 
        to enter into a covered agreement under subsection (a), 
        during such negotiations, and before entering into any 
        such agreement, the Secretary and the United States 
        Trade Representative shall jointly consult with the 
        Committee on Financial Services and the Committee on 
        Ways and Means of the House of Representatives and the 
        Committee on Banking, Housing, and Urban Affairs and 
        the Committee on Finance of the Senate.
            ``(2) Scope.--The consultation described in 
        paragraph (1) shall include consultation with respect 
        to--
                    ``(A) the nature of the agreement;
                    ``(B) how and to what extent the agreement 
                will achieve the applicable purposes, policies, 
                priorities, and objectives of section 313 and 
                this section; and
                    ``(C) the implementation of the agreement, 
                including the general effect of the agreement 
                on existing State laws.
    ``(c) Submission and Layover Provisions.--A covered 
agreement under subsection (a) may enter into force with 
respect to the United States only if--
            ``(1) the Secretary and the United States Trade 
        Representative jointly submit to the congressional 
        committees specified in subsection (b)(1), on a day on 
        which both Houses of Congress are in session, a copy of 
        the final legal text of the agreement; and
            ``(2) a period of 90 calendar days beginning on the 
        date on which the copy of the final legal text of the 
        agreement is submitted to the congressional committees 
        under paragraph (1) has expired.''.
    (b) Duties of Secretary.--Section 321(a) of title 31, 
United States Code, is amended--
            (1) in paragraph (7), by striking ``; and'' and 
        inserting a semicolon;
            (2) in paragraph (8)(C), by striking the period at 
        the end and inserting ``; and''; and
            (3) by adding at the end the following new 
        paragraph:
            ``(9) advise the President on major domestic and 
        international prudential policy issues in connection 
        with all lines of insurance except health insurance.''.
    (c) Clerical Amendment.--The table of sections for 
subchapter I of chapter 3 of title 31, United States Code, is 
amended by striking the item relating to section 312 and 
inserting the following new items:

``Sec. 312. Terrorism and financial intelligence.
``Sec. 313. Federal Insurance Office.
``Sec. 314. Covered agreements.
``Sec. 315. Continuing in office.''.

                Subtitle B--State-Based Insurance Reform

SEC. 511. SHORT TITLE.

    This subtitle may be cited as the ``Nonadmitted and 
Reinsurance Reform Act of 2010''.

SEC. 512. EFFECTIVE DATE.

    Except as otherwise specifically provided in this subtitle, 
this subtitle shall take effect upon the expiration of the 12-
month period beginning on the date of the enactment of this 
subtitle.

                     PART I--NONADMITTED INSURANCE

SEC. 521. REPORTING, PAYMENT, AND ALLOCATION OF PREMIUM TAXES.

    (a) Home State's Exclusive Authority.--No State other than 
the home State of an insured may require any premium tax 
payment for nonadmitted insurance.
    (b) Allocation of Nonadmitted Premium Taxes.--
            (1) In general.--The States may enter into a 
        compact or otherwise establish procedures to allocate 
        among the States the premium taxes paid to an insured's 
        home State described in subsection (a).
            (2) Effective date.--Except as expressly otherwise 
        provided in such compact or other procedures, any such 
        compact or other procedures--
                    (A) if adopted on or before the expiration 
                of the 330-day period that begins on the date 
                of the enactment of this subtitle, shall apply 
                to any premium taxes that, on or after such 
                date of enactment, are required to be paid to 
                any State that is subject to such compact or 
                procedures; and
                    (B) if adopted after the expiration of such 
                330-day period, shall apply to any premium 
                taxes that, on or after January 1 of the first 
                calendar year that begins after the expiration 
                of such 330-day period, are required to be paid 
                to any State that is subject to such compact or 
                procedures.
            (3) Report.--Upon the expiration of the 330-day 
        period referred to in paragraph (2), the NAIC may 
        submit a report to the Committee on Financial Services 
        and the Committee on the Judiciary of the House of 
        Representatives and the Committee on Banking, Housing, 
        and Urban Affairs of the Senate identifying and 
        describing any compact or other procedures for 
        allocation among the States of premium taxes that have 
        been adopted during such period by any States.
            (4) Nationwide system.--The Congress intends that 
        each State adopt nationwide uniform requirements, 
        forms, and procedures, such as an interstate compact, 
        that provide for the reporting, payment, collection, 
        and allocation of premium taxes for nonadmitted 
        insurance consistent with this section.
    (c) Allocation Based on Tax Allocation Report.--To 
facilitate the payment of premium taxes among the States, an 
insured's home State may require surplus lines brokers and 
insureds who have independently procured insurance to annually 
file tax allocation reports with the insured's home State 
detailing the portion of the nonadmitted insurance policy 
premium or premiums attributable to properties, risks, or 
exposures located in each State. The filing of a nonadmitted 
insurance tax allocation report and the payment of tax may be 
made by a person authorized by the insured to act as its agent.

SEC. 522. REGULATION OF NONADMITTED INSURANCE BY INSURED'S HOME STATE.

    (a) Home State Authority.--Except as otherwise provided in 
this section, the placement of nonadmitted insurance shall be 
subject to the statutory and regulatory requirements solely of 
the insured's home State.
    (b) Broker Licensing.--No State other than an insured's 
home State may require a surplus lines broker to be licensed in 
order to sell, solicit, or negotiate nonadmitted insurance with 
respect to such insured.
    (c) Enforcement Provision.--With respect to section 521 and 
subsections (a) and (b) of this section, any law, regulation, 
provision, or action of any State that applies or purports to 
apply to nonadmitted insurance sold to, solicited by, or 
negotiated with an insured whose home State is another State 
shall be preempted with respect to such application.
    (d) Workers' Compensation Exception.--This section may not 
be construed to preempt any State law, rule, or regulation that 
restricts the placement of workers' compensation insurance or 
excess insurance for self-funded workers' compensation plans 
with a nonadmitted insurer.

SEC. 523. PARTICIPATION IN NATIONAL PRODUCER DATABASE.

    After the expiration of the 2-year period beginning on the 
date of the enactment of this subtitle, a State may not collect 
any fees relating to licensing of an individual or entity as a 
surplus lines broker in the State unless the State has in 
effect at such time laws or regulations that provide for 
participation by the State in the national insurance producer 
database of the NAIC, or any other equivalent uniform national 
database, for the licensure of surplus lines brokers and the 
renewal of such licenses.

SEC. 524. UNIFORM STANDARDS FOR SURPLUS LINES ELIGIBILITY.

    A State may not--
            (1) impose eligibility requirements on, or 
        otherwise establish eligibility criteria for, 
        nonadmitted insurers domiciled in a United States 
        jurisdiction, except in conformance with such 
        requirements and criteria in sections 5A(2) and 
        5C(2)(a) of the Non-Admitted Insurance Model Act, 
        unless the State has adopted nationwide uniform 
        requirements, forms, and procedures developed in 
        accordance with section 521(b) of this subtitle that 
        include alternative nationwide uniform eligibility 
        requirements; or
            (2) prohibit a surplus lines broker from placing 
        nonadmitted insurance with, or procuring nonadmitted 
        insurance from, a nonadmitted insurer domiciled outside 
        the United States that is listed on the Quarterly 
        Listing of Alien Insurers maintained by the 
        International Insurers Department of the NAIC.

SEC. 525. STREAMLINED APPLICATION FOR COMMERCIAL PURCHASERS.

    A surplus lines broker seeking to procure or place 
nonadmitted insurance in a State for an exempt commercial 
purchaser shall not be required to satisfy any State 
requirement to make a due diligence search to determine whether 
the full amount or type of insurance sought by such exempt 
commercial purchaser can be obtained from admitted insurers 
if--
            (1) the broker procuring or placing the surplus 
        lines insurance has disclosed to the exempt commercial 
        purchaser that such insurance may or may not be 
        available from the admitted market that may provide 
        greater protection with more regulatory oversight; and
            (2) the exempt commercial purchaser has 
        subsequently requested in writing the broker to procure 
        or place such insurance from a nonadmitted insurer.

SEC. 526. GAO STUDY OF NONADMITTED INSURANCE MARKET.

    (a) In General.--The Comptroller General of the United 
States shall conduct a study of the nonadmitted insurance 
market to determine the effect of the enactment of this part on 
the size and market share of the nonadmitted insurance market 
for providing coverage typically provided by the admitted 
insurance market.
    (b) Contents.--The study shall determine and analyze--
            (1) the change in the size and market share of the 
        nonadmitted insurance market and in the number of 
        insurance companies and insurance holding companies 
        providing such business in the 18-month period that 
        begins upon the effective date of this subtitle;
            (2) the extent to which insurance coverage 
        typically provided by the admitted insurance market has 
        shifted to the nonadmitted insurance market;
            (3) the consequences of any change in the size and 
        market share of the nonadmitted insurance market, 
        including differences in the price and availability of 
        coverage available in both the admitted and nonadmitted 
        insurance markets;
            (4) the extent to which insurance companies and 
        insurance holding companies that provide both admitted 
        and nonadmitted insurance have experienced shifts in 
        the volume of business between admitted and nonadmitted 
        insurance; and
            (5) the extent to which there has been a change in 
        the number of individuals who have nonadmitted 
        insurance policies, the type of coverage provided under 
        such policies, and whether such coverage is available 
        in the admitted insurance market.
    (c) Consultation With NAIC.--In conducting the study under 
this section, the Comptroller General shall consult with the 
NAIC.
    (d) Report.--The Comptroller General shall complete the 
study under this section and 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 
regarding the findings of the study not later than 30 months 
after the effective date of this subtitle.

SEC. 527. DEFINITIONS.

    For purposes of this part, the following definitions shall 
apply:
            (1) Admitted insurer.--The term ``admitted 
        insurer'' means, with respect to a State, an insurer 
        licensed to engage in the business of insurance in such 
        State.
            (2) Affiliate.--The term ``affiliate'' means, with 
        respect to an insured, any entity that controls, is 
        controlled by, or is under common control with the 
        insured.
            (3) Affiliated group.--The term ``affiliated 
        group'' means any group of entities that are all 
        affiliated.
            (4) Control.--An entity has ``control'' over 
        another entity if--
                    (A) the entity directly or indirectly or 
                acting through 1 or more other persons owns, 
                controls, or has the power to vote 25 percent 
                or more of any class of voting securities of 
                the other entity; or
                    (B) the entity controls in any manner the 
                election of a majority of the directors or 
                trustees of the other entity.
            (5) Exempt commercial purchaser.--The term ``exempt 
        commercial purchaser'' means any person purchasing 
        commercial insurance that, at the time of placement, 
        meets the following requirements:
                    (A) The person employs or retains a 
                qualified risk manager to negotiate insurance 
                coverage.
                    (B) The person has paid aggregate 
                nationwide commercial property and casualty 
                insurance premiums in excess of $100,000 in the 
                immediately preceding 12 months.
                    (C)(i) The person meets at least 1 of the 
                following criteria:
                            (I) The person possesses a net 
                        worth in excess of $20,000,000, as such 
                        amount is adjusted pursuant to clause 
                        (ii).
                            (II) The person generates annual 
                        revenues in excess of $50,000,000, as 
                        such amount is adjusted pursuant to 
                        clause (ii).
                            (III) The person employs more than 
                        500 full-time or full-time equivalent 
                        employees per individual insured or is 
                        a member of an affiliated group 
                        employing more than 1,000 employees in 
                        the aggregate.
                            (IV) The person is a not-for-profit 
                        organization or public entity 
                        generating annual budgeted expenditures 
                        of at least $30,000,000, as such amount 
                        is adjusted pursuant to clause (ii).
                            (V) The person is a municipality 
                        with a population in excess of 50,000 
                        persons.
                    (ii) Effective on the fifth January 1 
                occurring after the date of the enactment of 
                this subtitle and each fifth January 1 
                occurring thereafter, the amounts in subclauses 
                (I), (II), and (IV) of clause (i) shall be 
                adjusted to reflect the percentage change for 
                such 5-year period in the Consumer Price Index 
                for All Urban Consumers published by the Bureau 
                of Labor Statistics of the Department of Labor.
            (6) Home state.--
                    (A) In general.--Except as provided in 
                subparagraph (B), the term ``home State'' 
                means, with respect to an insured--
                            (i) the State in which an insured 
                        maintains its principal place of 
                        business or, in the case of an 
                        individual, the individual's principal 
                        residence; or
                            (ii) if 100 percent of the insured 
                        risk is located out of the State 
                        referred to in clause (i), the State to 
                        which the greatest percentage of the 
                        insured's taxable premium for that 
                        insurance contract is allocated.
                    (B) Affiliated groups.--If more than 1 
                insured from an affiliated group are named 
                insureds on a single nonadmitted insurance 
                contract, the term ``home State'' means the 
                home State, as determined pursuant to 
                subparagraph (A), of the member of the 
                affiliated group that has the largest 
                percentage of premium attributed to it under 
                such insurance contract.
            (7) Independently procured insurance.--The term 
        ``independently procured insurance'' means insurance 
        procured directly by an insured from a nonadmitted 
        insurer.
            (8) NAIC.--The term ``NAIC'' means the National 
        Association of Insurance Commissioners or any successor 
        entity.
            (9) Nonadmitted insurance.--The term ``nonadmitted 
        insurance'' means any property and casualty insurance 
        permitted to be placed directly or through a surplus 
        lines broker with a nonadmitted insurer eligible to 
        accept such insurance.
            (10) Non-admitted insurance model act.--The term 
        ``Non-Admitted Insurance Model Act'' means the 
        provisions of the Non-Admitted Insurance Model Act, as 
        adopted by the NAIC on August 3, 1994, and amended on 
        September 30, 1996, December 6, 1997, October 2, 1999, 
        and June 8, 2002.
            (11) Nonadmitted insurer.--The term ``nonadmitted 
        insurer''--
                    (A) means, with respect to a State, an 
                insurer not licensed to engage in the business 
                of insurance in such State; but
                    (B) does not include a risk retention 
                group, as that term is defined in section 
                2(a)(4) of the Liability Risk Retention Act of 
                1986 (15 U.S.C. 3901(a)(4)).
            (12) Premium tax.--The term ``premium tax'' means, 
        with respect to surplus lines or independently procured 
        insurance coverage, any tax, fee, assessment, or other 
        charge imposed by a government entity directly or 
        indirectly based on any payment made as consideration 
        for an insurance contract for such insurance, including 
        premium deposits, assessments, registration fees, and 
        any other compensation given in consideration for a 
        contract of insurance.
            (13) Qualified risk manager.--The term ``qualified 
        risk manager'' means, with respect to a policyholder of 
        commercial insurance, a person who meets all of the 
        following requirements:
                    (A) The person is an employee of, or third-
                party consultant retained by, the commercial 
                policyholder.
                    (B) The person provides skilled services in 
                loss prevention, loss reduction, or risk and 
                insurance coverage analysis, and purchase of 
                insurance.
                    (C) The person--
                            (i)(I) has a bachelor's degree or 
                        higher from an accredited college or 
                        university in risk management, business 
                        administration, finance, economics, or 
                        any other field determined by a State 
                        insurance commissioner or other State 
                        regulatory official or entity to 
                        demonstrate minimum competence in risk 
                        management; and
                            (II)(aa) has 3 years of experience 
                        in risk financing, claims 
                        administration, loss prevention, risk 
                        and insurance analysis, or purchasing 
                        commercial lines of insurance; or
                            (bb) has--
                                    (AA) a designation as a 
                                Chartered Property and Casualty 
                                Underwriter (in this 
                                subparagraph referred to as 
                                ``CPCU'') issued by the 
                                American Institute for CPCU/
                                Insurance Institute of America;
                                    (BB) a designation as an 
                                Associate in Risk Management 
                                (ARM) issued by the American 
                                Institute for CPCU/Insurance 
                                Institute of America;
                                    (CC) a designation as 
                                Certified Risk Manager (CRM) 
                                issued by the National Alliance 
                                for Insurance Education & 
                                Research;
                                    (DD) a designation as a 
                                RIMS Fellow (RF) issued by the 
                                Global Risk Management 
                                Institute; or
                                    (EE) any other designation, 
                                certification, or license 
                                determined by a State insurance 
                                commissioner or other State 
                                insurance regulatory official 
                                or entity to demonstrate 
                                minimum competency in risk 
                                management;
                            (ii)(I) has at least 7 years of 
                        experience in risk financing, claims 
                        administration, loss prevention, risk 
                        and insurance coverage analysis, or 
                        purchasing commercial lines of 
                        insurance; and
                            (II) has any 1 of the designations 
                        specified in subitems (AA) through (EE) 
                        of clause (i)(II)(bb);
                            (iii) has at least 10 years of 
                        experience in risk financing, claims 
                        administration, loss prevention, risk 
                        and insurance coverage analysis, or 
                        purchasing commercial lines of 
                        insurance; or
                            (iv) has a graduate degree from an 
                        accredited college or university in 
                        risk management, business 
                        administration, finance, economics, or 
                        any other field determined by a State 
                        insurance commissioner or other State 
                        regulatory official or entity to 
                        demonstrate minimum competence in risk 
                        management.
            (14) Reinsurance.--The term ``reinsurance'' means 
        the assumption by an insurer of all or part of a risk 
        undertaken originally by another insurer.
            (15) Surplus lines broker.--The term ``surplus 
        lines broker'' means an individual, firm, or 
        corporation which is licensed in a State to sell, 
        solicit, or negotiate insurance on properties, risks, 
        or exposures located or to be performed in a State with 
        nonadmitted insurers.
            (16) State.--The term ``State'' includes any State 
        of the United States, the District of Columbia, the 
        Commonwealth of Puerto Rico, Guam, the Northern Mariana 
        Islands, the Virgin Islands, and American Samoa.

                          PART II--REINSURANCE

SEC. 531. REGULATION OF CREDIT FOR REINSURANCE AND REINSURANCE 
                    AGREEMENTS.

    (a) Credit for Reinsurance.--If the State of domicile of a 
ceding insurer is an NAIC-accredited State, or has financial 
solvency requirements substantially similar to the requirements 
necessary for NAIC accreditation, and recognizes credit for 
reinsurance for the insurer's ceded risk, then no other State 
may deny such credit for reinsurance.
    (b) Additional Preemption of Extraterritorial Application 
of State Law.--In addition to the application of subsection 
(a), all laws, regulations, provisions, or other actions of a 
State that is not the domiciliary State of the ceding insurer, 
except those with respect to taxes and assessments on insurance 
companies or insurance income, are preempted to the extent that 
they--
            (1) restrict or eliminate the rights of the ceding 
        insurer or the assuming insurer to resolve disputes 
        pursuant to contractual arbitration to the extent such 
        contractual provision is not inconsistent with the 
        provisions of title 9, United States Code;
            (2) require that a certain State's law shall govern 
        the reinsurance contract, disputes arising from the 
        reinsurance contract, or requirements of the 
        reinsurance contract;
            (3) attempt to enforce a reinsurance contract on 
        terms different than those set forth in the reinsurance 
        contract, to the extent that the terms are not 
        inconsistent with this part; or
            (4) otherwise apply the laws of the State to 
        reinsurance agreements of ceding insurers not domiciled 
        in that State.

SEC. 532. REGULATION OF REINSURER SOLVENCY.

    (a) Domiciliary State Regulation.--If the State of domicile 
of a reinsurer is an NAIC-accredited State or has financial 
solvency requirements substantially similar to the requirements 
necessary for NAIC accreditation, such State shall be solely 
responsible for regulating the financial solvency of the 
reinsurer.
    (b) Nondomiciliary States.--
            (1) Limitation on financial information 
        requirements.--If the State of domicile of a reinsurer 
        is an NAIC-accredited State or has financial solvency 
        requirements substantially similar to the requirements 
        necessary for NAIC accreditation, no other State may 
        require the reinsurer to provide any additional 
        financial information other than the information the 
        reinsurer is required to file with its domiciliary 
        State.
            (2) Receipt of information.--No provision of this 
        section shall be construed as preventing or prohibiting 
        a State that is not the State of domicile of a 
        reinsurer from receiving a copy of any financial 
        statement filed with its domiciliary State.

SEC. 533. DEFINITIONS.

    For purposes of this part, the following definitions shall 
apply:
            (1) Ceding insurer.--The term ``ceding insurer'' 
        means an insurer that purchases reinsurance.
            (2) Domiciliary state.--The terms ``State of 
        domicile'' and ``domiciliary State'' mean, with respect 
        to an insurer or reinsurer, the State in which the 
        insurer or reinsurer is incorporated or entered 
        through, and licensed.
            (3) NAIC.--The term ``NAIC'' means the National 
        Association of Insurance Commissioners or any successor 
        entity.
            (4) Reinsurance.--The term ``reinsurance'' means 
        the assumption by an insurer of all or part of a risk 
        undertaken originally by another insurer.
            (5) Reinsurer.--
                    (A) In general.--The term ``reinsurer'' 
                means an insurer to the extent that the 
                insurer--
                            (i) is principally engaged in the 
                        business of reinsurance;
                            (ii) does not conduct significant 
                        amounts of direct insurance as a 
                        percentage of its net premiums; and
                            (iii) is not engaged in an ongoing 
                        basis in the business of soliciting 
                        direct insurance.
                    (B) Determination.--A determination of 
                whether an insurer is a reinsurer shall be made 
                under the laws of the State of domicile in 
                accordance with this paragraph.
            (6) State.--The term ``State'' includes any State 
        of the United States, the District of Columbia, the 
        Commonwealth of Puerto Rico, Guam, the Northern Mariana 
        Islands, the Virgin Islands, and American Samoa.

                     PART III--RULE OF CONSTRUCTION

SEC. 541. RULE OF CONSTRUCTION.

    Nothing in this subtitle or the amendments made by this 
subtitle shall be construed to modify, impair, or supersede the 
application of the antitrust laws. Any implied or actual 
conflict between this subtitle and any amendments to this 
subtitle and the antitrust laws shall be resolved in favor of 
the operation of the antitrust laws.

SEC. 542. SEVERABILITY.

    If any section or subsection of this subtitle, or any 
application of such provision to any person or circumstance, is 
held to be unconstitutional, the remainder of this subtitle, 
and the application of the provision to any other person or 
circumstance, shall not be affected.

 TITLE VI--IMPROVEMENTS TO REGULATION OF BANK AND SAVINGS ASSOCIATION 
             HOLDING COMPANIES AND DEPOSITORY INSTITUTIONS

SEC. 601. SHORT TITLE.

    This title may be cited as the ``Bank and Savings 
Association Holding Company and Depository Institution 
Regulatory Improvements Act of 2010''.

SEC. 602. DEFINITION.

    For purposes of this title, a company is a ``commercial 
firm'' if the annual gross revenues derived by the company and 
all of its affiliates from activities that are financial in 
nature (as defined in section 4(k) of the Bank Holding Company 
Act of 1956 (12 U.S.C. 1843(k))) and, if applicable, from the 
ownership or control of one or more insured depository 
institutions, represent less than 15 percent of the 
consolidated annual gross revenues of the company.

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.

    (a) Moratorium.--
            (1) Definitions.--In this subsection--
                    (A) the term ``credit card bank'' means an 
                institution described in section 2(c)(2)(F) of 
                the Bank Holding Company Act of 1956 (12 U.S.C. 
                1841(c)(2)(F));
                    (B) the term ``industrial bank'' means an 
                institution described in section 2(c)(2)(H) of 
                the Bank Holding Company Act of 1956 (12 U.S.C. 
                1841(c)(2)(H)); and
                    (C) the term ``trust bank'' means an 
                institution described in section 2(c)(2)(D) of 
                the Bank Holding Company Act of 1956 (12 U.S.C. 
                1841(c)(2)(D)).
            (2) Moratorium on provision of deposit insurance.--
        The Corporation may not approve an application for 
        deposit insurance under section 5 of the Federal 
        Deposit Insurance Act (12 U.S.C. 1815) that is received 
        after November 23, 2009, for an industrial bank, a 
        credit card bank, or a trust bank that is directly or 
        indirectly owned or controlled by a commercial firm.
            (3) Change in control.--
                    (A) In general.--Except as provided in 
                subparagraph (B), the appropriate Federal 
                banking agency shall disapprove a change in 
                control, as provided in section 7(j) of the 
                Federal Deposit Insurance Act (12 U.S.C. 
                1817(j)), of an industrial bank, a credit card 
                bank, or a trust bank if the change in control 
                would result in direct or indirect control of 
                the industrial bank, credit card bank, or trust 
                bank by a commercial firm.
                    (B) Exceptions.--Subparagraph (A) shall not 
                apply to a change in control of an industrial 
                bank, credit card bank, or trust bank--
                            (i) that--
                                    (I) is in danger of 
                                default, as determined by the 
                                appropriate Federal banking 
                                agency;
                                    (II) results from the 
                                merger or whole acquisition of 
                                a commercial firm that directly 
                                or indirectly controls the 
                                industrial bank, credit card 
                                bank, or trust bank in a bona 
                                fide merger with or acquisition 
                                by another commercial firm, as 
                                determined by the appropriate 
                                Federal banking agency; or
                                    (III) results from an 
                                acquisition of voting shares of 
                                a publicly traded company that 
                                controls an industrial bank, 
                                credit card bank, or trust 
                                bank, if, after the 
                                acquisition, the acquiring 
                                shareholder (or group of 
                                shareholders acting in concert) 
                                holds less than 25 percent of 
                                any class of the voting shares 
                                of the company; and
                            (ii) that has obtained all 
                        regulatory approvals otherwise required 
                        for such change of control under any 
                        applicable Federal or State law, 
                        including section 7(j) of the Federal 
                        Deposit Insurance Act (12 U.S.C. 
                        1817(j)).
            (4) Sunset.--This subsection shall cease to have 
        effect 3 years after the date of enactment of this Act.
    (b) Government Accountability Office Study of Exceptions 
Under the Bank Holding Company Act of 1956.--
            (1) Study required.--The Comptroller General of the 
        United States shall carry out a study to determine 
        whether it is necessary, in order to strengthen the 
        safety and soundness of institutions or the stability 
        of the financial system, to eliminate the exceptions 
        under section 2 of the Bank Holding Company Act of 1956 
        (12 U.S.C. 1841) for institutions described in--
                    (A) section 2(a)(5)(E) of the Bank Holding 
                Company Act of 1956 (12 U.S.C. 1841(a)(5)(E));
                    (B) section 2(a)(5)(F) of the Bank Holding 
                Company Act of 1956 (12 U.S.C. 1841(a)(5)(F));
                    (C) section 2(c)(2)(D) of the Bank Holding 
                Company Act of 1956 (12 U.S.C. 1841(c)(2)(D));
                    (D) section 2(c)(2)(F) of the Bank Holding 
                Company Act of 1956 (12 U.S.C. 1841(c)(2)(F));
                    (E) section 2(c)(2)(H) of the Bank Holding 
                Company Act of 1956 (12 U.S.C. 1841(c)(2)(H)); 
                and
                    (F) section 2(c)(2)(B) of the Bank Holding 
                Company Act of 1956 (12 U.S.C. 1841(c)(2)(B)).
            (2) Content of study.--
                    (A) In general.--The study required under 
                paragraph (1), with respect to the institutions 
                referenced in each of subparagraphs (A) through 
                (E) of paragraph (1), shall, to the extent 
                feasible be based on information provided to 
                the Comptroller General by the appropriate 
                Federal or State regulator, and shall--
                            (i) identify the types and number 
                        of institutions excepted from section 2 
                        of the Bank Holding Company Act of 1956 
                        (12 U.S.C. 1841) under each of the 
                        subparagraphs described in 
                        subparagraphs (A) through (E) of 
                        paragraph (1);
                            (ii) generally describe the size 
                        and geographic locations of the 
                        institutions described in clause (i);
                            (iii) determine the extent to which 
                        the institutions described in clause 
                        (i) are held by holding companies that 
                        are commercial firms;
                            (iv) determine whether the 
                        institutions described in clause (i) 
                        have any affiliates that are commercial 
                        firms;
                            (v) identify the Federal banking 
                        agency responsible for the supervision 
                        of the institutions described in clause 
                        (i) on and after the transfer date;
                            (vi) determine the adequacy of the 
                        Federal bank regulatory framework 
                        applicable to each category of 
                        institution described in clause (i), 
                        including any restrictions (including 
                        limitations on affiliate transactions 
                        or cross-marketing) that apply to 
                        transactions between an institution, 
                        the holding company of the institution, 
                        and any other affiliate of the 
                        institution; and
                            (vii) evaluate the potential 
                        consequences of subjecting the 
                        institutions described in clause (i) to 
                        the requirements of the Bank Holding 
                        Company Act of 1956, including with 
                        respect to the availability and 
                        allocation of credit, the stability of 
                        the financial system and the economy, 
                        the safe and sound operation of each 
                        category of institution, and the impact 
                        on the types of activities in which 
                        such institutions, and the holding 
                        companies of such institutions, may 
                        engage.
                    (B) Savings associations.--With respect to 
                institutions described in paragraph (1)(F), the 
                study required under paragraph (1) shall--
                            (i) determine the adequacy of the 
                        Federal bank regulatory framework 
                        applicable to such institutions, 
                        including any restrictions (including 
                        limitations on affiliate transactions 
                        or cross-marketing) that apply to 
                        transactions between an institution, 
                        the holding company of the institution, 
                        and any other affiliate of the 
                        institution; and
                            (ii) evaluate the potential 
                        consequences of subjecting the 
                        institutions described in paragraph 
                        (1)(F) to the requirements of the Bank 
                        Holding Company Act of 1956, including 
                        with respect to the availability and 
                        allocation of credit, the stability of 
                        the financial system and the economy, 
                        the safe and sound operation of such 
                        institutions, and the impact on the 
                        types of activities in which such 
                        institutions, and the holding companies 
                        of such institutions, may engage.
            (3) Report.--Not later than 18 months after the 
        date of enactment of this Act, the Comptroller General 
        shall submit to the Committee on Banking, Housing, and 
        Urban Affairs of the Senate and the Committee on 
        Financial Services of the House of Representatives a 
        report on the study required under paragraph (1).

SEC. 604. REPORTS AND EXAMINATIONS OF HOLDING COMPANIES; REGULATION OF 
                    FUNCTIONALLY REGULATED SUBSIDIARIES.

    (a) Reports by Bank Holding Companies.--Sections 5(c)(1) of 
the Bank Holding Company Act of 1956 (12 U.S.C. 1844(c)(1)) is 
amended--
            (1) by striking subclause (A)(ii) and inserting the 
        following:
                            ``(ii) compliance by the bank 
                        holding company or subsidiary with--
                                    ``(I) this Act;
                                    ``(II) Federal laws that 
                                the Board has specific 
                                jurisdiction to enforce against 
                                the company or subsidiary; and
                                    ``(III) other than in the 
                                case of an insured depository 
                                institution or functionally 
                                regulated subsidiary, any other 
                                applicable provision of Federal 
                                law.'';
            (2) by striking subparagraph (B) and inserting the 
        following:
                    ``(B) Use of existing reports and other 
                supervisory information.--The Board shall, to 
                the fullest extent possible, use--
                            ``(i) reports and other supervisory 
                        information that the bank holding 
                        company or any subsidiary thereof has 
                        been required to provide to other 
                        Federal or State regulatory agencies;
                            ``(ii) externally audited financial 
                        statements of the bank holding company 
                        or subsidiary;
                            ``(iii) information otherwise 
                        available from Federal or State 
                        regulatory agencies; and
                            ``(iv) information that is 
                        otherwise required to be reported 
                        publicly.''; and
            (3) by adding at the end the following:
                    ``(C) Availability.--Upon the request of 
                the Board, the bank holding company or a 
                subsidiary of the bank holding company shall 
                promptly provide to the Board any information 
                described in clauses (i) through (iii) of 
                subparagraph (B).''.
    (b) Examinations of Bank Holding Companies.--Section 
5(c)(2) of the Bank Holding Company Act of 1956 (12 U.S.C. 
1844(c)(2)) is amended to read as follows:
            ``(2) Examinations.--
                    ``(A) In general.--Subject to subtitle B of 
                the Consumer Financial Protection Act of 2010, 
                the Board may make examinations of a bank 
                holding company and each subsidiary of a bank 
                holding company in order to--
                            ``(i) inform the Board of--
                                    ``(I) the nature of the 
                                operations and financial 
                                condition of the bank holding 
                                company and the subsidiary;
                                    ``(II) the financial, 
                                operational, and other risks 
                                within the bank holding company 
                                system that may pose a threat 
                                to--
                                            ``(aa) the safety 
                                        and soundness of the 
                                        bank holding company or 
                                        of any depository 
                                        institution subsidiary 
                                        of the bank holding 
                                        company; or
                                            ``(bb) the 
                                        stability of the 
                                        financial system of the 
                                        United States; and
                                    ``(III) the systems of the 
                                bank holding company for 
                                monitoring and controlling the 
                                risks described in subclause 
                                (II); and
                            ``(ii) monitor the compliance of 
                        the bank holding company and the 
                        subsidiary with--
                                    ``(I) this Act;
                                    ``(II) Federal laws that 
                                the Board has specific 
                                jurisdiction to enforce against 
                                the company or subsidiary; and
                                    ``(III) other than in the 
                                case of an insured depository 
                                institution or functionally 
                                regulated subsidiary, any other 
                                applicable provisions of 
                                Federal law.
                    ``(B) Use of reports to reduce 
                examinations.--For purposes of this paragraph, 
                the Board shall, to the fullest extent 
                possible, rely on--
                            ``(i) examination reports made by 
                        other Federal or State regulatory 
                        agencies relating to a bank holding 
                        company and any subsidiary of a bank 
                        holding company; and
                            ``(ii) the reports and other 
                        information required under paragraph 
                        (1).
                    ``(C) Coordination with other regulators.--
                The Board shall--
                            ``(i) provide reasonable notice to, 
                        and consult with, the appropriate 
                        Federal banking agency, the Securities 
                        and Exchange Commission, the Commodity 
                        Futures Trading Commission, or State 
                        regulatory agency, as appropriate, for 
                        a subsidiary that is a depository 
                        institution or a functionally regulated 
                        subsidiary of a bank holding company 
                        before commencing an examination of the 
                        subsidiary under this section; and
                            ``(ii) to the fullest extent 
                        possible, avoid duplication of 
                        examination activities, reporting 
                        requirements, and requests for 
                        information.''.
    (c) Authority To Regulate Functionally Regulated 
Subsidiaries of Bank Holding Companies.--The Bank Holding 
Company Act of 1956 (12 U.S.C. 1841 et seq.) is amended--
            (1) in section 5(c)(5)(B) (12 U.S.C. 
        1844(c)(5)(B)), by striking clause (v) and inserting 
        the following:
                            ``(v) an entity that is subject to 
                        regulation by, or registration with, 
                        the Commodity Futures Trading 
                        Commission, with respect to activities 
                        conducted as a futures commission 
                        merchant, commodity trading adviser, 
                        commodity pool, commodity pool 
                        operator, swap execution facility, swap 
                        data repository, swap dealer, major 
                        swap participant, and activities that 
                        are incidental to such commodities and 
                        swaps activities.''; and
            (2) by striking section 10A (12 U.S.C. 1848a).
    (d) Acquisitions of Banks.--Section 3(c) of the Bank 
Holding Company Act of 1956 (12 U.S.C. 1842(c)) is amended by 
adding at the end the following:
            ``(7) Financial stability.--In every case, the 
        Board shall take into consideration the extent to which 
        a proposed acquisition, merger, or consolidation would 
        result in greater or more concentrated risks to the 
        stability of the United States banking or financial 
        system.''.
    (e) Acquisitions of Nonbanks.--
            (1) Notice procedures.--Section 4(j)(2)(A) of the 
        Bank Holding Company Act of 1956 (12 U.S.C. 
        1843(j)(2)(A)) is amended by striking ``or unsound 
        banking practices'' and inserting ``unsound banking 
        practices, or risk to the stability of the United 
        States banking or financial system''.
            (2) Activities that are financial in nature.--
        Section 4(k)(6)(B) of the Bank Holding Company Act of 
        1956 (12 U.S.C. 1843(k)(6)(B)) is amended to read as 
        follows:
                    ``(B) Approval not required for certain 
                financial activities.--
                            ``(i) In general.--Except as 
                        provided in subsection (j) with regard 
                        to the acquisition of a savings 
                        association and clause (ii), a 
                        financial holding company may commence 
                        any activity, or acquire any company, 
                        pursuant to paragraph (4) or any 
                        regulation prescribed or order issued 
                        under paragraph (5), without prior 
                        approval of the Board.
                            ``(ii) Exception.--A financial 
                        holding company may not acquire a 
                        company, without the prior approval of 
                        the Board, in a transaction in which 
                        the total consolidated assets to be 
                        acquired by the financial holding 
                        company exceed $10,000,000,000.
                            ``(iii) Hart-scott-rodino filing 
                        requirement.--Solely for purposes of 
                        section 7A(c)(8) of the Clayton Act (15 
                        U.S.C. 18a(c)(8)), the transactions 
                        subject to the requirements of this 
                        paragraph shall be treated as if the 
                        approval of the Board is not 
                        required.''.
    (f) Bank Merger Act Transactions.--Section 18(c)(5) of the 
Federal Deposit Insurance Act (12 U.S.C. 1828(c)(5)) is 
amended, in the matter immediately following subparagraph (B), 
by striking ``and the convenience and needs of the community to 
be served'' and inserting ``the convenience and needs of the 
community to be served, and the risk to the stability of the 
United States banking or financial system''.
    (g) Reports by Savings and Loan Holding Companies.--Section 
10(b)(2) of the Home Owners' Loan Act (12 U.S.C. 1467a(b)(2) is 
amended--
            (1) by striking ``Each savings'' and inserting the 
        following:
                    ``(A) In general.--Each savings''; and
            (2) by adding at the end the following:
                    ``(B) Use of existing reports and other 
                supervisory information.--The Board shall, to 
                the fullest extent possible, use--
                            ``(i) reports and other supervisory 
                        information that the savings and loan 
                        holding company or any subsidiary 
                        thereof has been required to provide to 
                        other Federal or State regulatory 
                        agencies;
                            ``(ii) externally audited financial 
                        statements of the savings and loan 
                        holding company or subsidiary;
                            ``(iii) information that is 
                        otherwise available from Federal or 
                        State regulatory agencies; and
                            ``(iv) information that is 
                        otherwise required to be reported 
                        publicly.
                    ``(C) Availability.--Upon the request of 
                the Board, a savings and loan holding company 
                or a subsidiary of a savings and loan holding 
                company shall promptly provide to the Board any 
                information described in clauses (i) through 
                (iii) of subparagraph (B).''.
    (h) Examination of Savings and Loan Holding Companies.--
            (1) Definitions.--Section 2 of the Home Owners' 
        Loan Act (12 U.S.C. 1462) is amended by adding at the 
        end the following:
            ``(10) Appropriate federal banking agency.--The 
        term `appropriate Federal banking agency' has the same 
        meaning as in section 3(q) of the Federal Deposit 
        Insurance Act (12 U.S.C. 1813(q)).
            ``(11) Functionally regulated subsidiary.--The term 
        `functionally regulated subsidiary' has the same 
        meaning as in section 5(c)(5) of the Bank Holding 
        Company Act of 1956 (12 U.S.C. 1844(c)(5)).''.
            (2) Examination.--Section 10(b) of the Home Owners' 
        Loan Act (12 U.S.C. 1467a(b)) is amended by striking 
        paragraph (4) and inserting the following:
            ``(4) Examinations.--
                    ``(A) In general.--Subject to subtitle B of 
                the Consumer Financial Protection Act of 2010, 
                the Board may make examinations of a savings 
                and loan holding company and each subsidiary of 
                a savings and loan holding company system, in 
                order to--
                            ``(i) inform the Board of--
                                    ``(I) the nature of the 
                                operations and financial 
                                condition of the savings and 
                                loan holding company and the 
                                subsidiary;
                                    ``(II) the financial, 
                                operational, and other risks 
                                within the savings and loan 
                                holding company system that may 
                                pose a threat to--
                                            ``(aa) the safety 
                                        and soundness of the 
                                        savings and loan 
                                        holding company or of 
                                        any depository 
                                        institution subsidiary 
                                        of the savings and loan 
                                        holding company; or
                                            ``(bb) the 
                                        stability of the 
                                        financial system of the 
                                        United States; and
                                    ``(III) the systems of the 
                                savings and loan holding 
                                company for monitoring and 
                                controlling the risks described 
                                in subclause (II); and
                            ``(ii) monitor the compliance of 
                        the savings and loan holding company 
                        and the subsidiary with--
                                    ``(I) this Act;
                                    ``(II) Federal laws that 
                                the Board has specific 
                                jurisdiction to enforce against 
                                the company or subsidiary; and
                                    ``(III) other than in the 
                                case of an insured depository 
                                institution or functionally 
                                regulated subsidiary, any other 
                                applicable provisions of 
                                Federal law.
                    ``(B) Use of reports to reduce 
                examinations.--For purposes of this subsection, 
                the Board shall, to the fullest extent 
                possible, rely on--
                            ``(i) the examination reports made 
                        by other Federal or State regulatory 
                        agencies relating to a savings and loan 
                        holding company and any subsidiary; and
                            ``(ii) the reports and other 
                        information required under paragraph 
                        (2).
                    ``(C) Coordination with other regulators.--
                The Board shall--
                            ``(i) provide reasonable notice to, 
                        and consult with, the appropriate 
                        Federal banking agency, the Securities 
                        and Exchange Commission, the Commodity 
                        Futures Trading Commission, or State 
                        regulatory agency, as appropriate, for 
                        a subsidiary that is a depository 
                        institution or a functionally regulated 
                        subsidiary of a savings and loan 
                        holding company before commencing an 
                        examination of the subsidiary under 
                        this section; and
                            ``(ii) to the fullest extent 
                        possible, avoid duplication of 
                        examination activities, reporting 
                        requirements, and requests for 
                        information.''.
    (i) Definition of the Term ``Savings and Loan Holding 
Company''.--Section 10(a)(1)(D)(ii) of the Home Owners' Loan 
Act (12 U.S.C. 1467a(a)(1)(D)(ii)) is amended to read as 
follows:
                            ``(ii) Exclusion.--The term 
                        `savings and loan holding company' does 
                        not include--
                                    ``(I) a bank holding 
                                company that is registered 
                                under, and subject to, the Bank 
                                Holding Company Act of 1956 (12 
                                U.S.C. 1841 et seq.), or to any 
                                company directly or indirectly 
                                controlled by such company 
                                (other than a savings 
                                association);
                                    ``(II) a company that 
                                controls a savings association 
                                that functions solely in a 
                                trust or fiduciary capacity as 
                                described in section 2(c)(2)(D) 
                                of the Bank Holding Company Act 
                                of 1956 (12 U.S.C. 
                                1841(c)(2)(D)); or
                                    ``(III) a company described 
                                in subsection (c)(9)(C) solely 
                                by virtue of such company's 
                                control of an intermediate 
                                holding company established 
                                pursuant to section 10A.''.
    (j) Effective Date.--The amendments made by this section 
shall take effect on the transfer date.

SEC. 605. ASSURING CONSISTENT OVERSIGHT OF PERMISSIBLE ACTIVITIES OF 
                    DEPOSITORY INSTITUTION SUBSIDIARIES OF HOLDING 
                    COMPANIES.

    (a) In General.--The Federal Deposit Insurance Act (12 
U.S.C. 1811 et seq.) is amended by inserting after section 25 
the following new section:

``SEC. 26. ASSURING CONSISTENT OVERSIGHT OF SUBSIDIARIES OF HOLDING 
                    COMPANIES.

    ``(a) Definitions.--For purposes of this section:
            ``(1) Board.--The term `Board' means the Board of 
        Governors of the Federal Reserve System.
            ``(2) Functionally regulated subsidiary.--The term 
        `functionally regulated subsidiary' has the same 
        meaning as in section 5(c)(5) of the Bank Holding 
        Company Act.
            ``(3) Lead insured depository institution.--The 
        term `lead insured depository institution' has the same 
        meaning as in section 2(o)(8) of the Bank Holding 
        Company Act.
    ``(b) Examination Requirements.--Subject to subtitle B of 
the Consumer Financial Protection Act of 2010, the Board shall 
examine the activities of a nondepository institution 
subsidiary (other than a functionally regulated subsidiary or a 
subsidiary of a depository institution) of a depository 
institution holding company that are permissible for the 
insured depository institution subsidiaries of the depository 
institution holding company in the same manner, subject to the 
same standards, and with the same frequency as would be 
required if such activities were conducted in the lead insured 
depository institution of the depository institution holding 
company.
    ``(c) State Coordination.--
            ``(1) Consultation and coordination.--If a 
        nondepository institution subsidiary is supervised by a 
        State bank supervisor or other State regulatory 
        authority, the Board, in conducting the examinations 
        required in subsection (b), shall consult and 
        coordinate with such State regulator.
            ``(2) Alternating examinations permitted.--The 
        examinations required under subsection (b) may be 
        conducted in joint or alternating manner with a State 
        regulator, if the Board determines that an examination 
        of a nondepository institution subsidiary conducted by 
        the State carries out the purposes of this section.
    ``(d) Appropriate Federal Banking Agency Backup Examination 
Authority.--
            ``(1) In general.--In the event that the Board does 
        not conduct examinations required under subsection (b) 
        in the same manner, subject to the same standards, and 
        with the same frequency as would be required if such 
        activities were conducted by the lead insured 
        depository institution subsidiary of the depository 
        institution holding company, the appropriate Federal 
        banking agency for the lead insured depository 
        institution may recommend in writing (which shall 
        include a written explanation of the concerns giving 
        rise to the recommendation) that the Board perform the 
        examination required under subsection (b).
            ``(2) Examination by an appropriate federal banking 
        agency.--If the Board does not, before the end of the 
        60-day period beginning on the date on which the Board 
        receives a recommendation under paragraph (1), begin an 
        examination as required under subsection (b) or provide 
        a written explanation or plan to the appropriate 
        Federal banking agency making such recommendation 
        responding to the concerns raised by the appropriate 
        Federal banking agency for the lead insured depository 
        institution, the appropriate Federal banking agency for 
        the lead insured depository institution may, subject to 
        the Consumer Financial Protection Act of 2010, examine 
        the activities that are permissible for a depository 
        institution subsidiary conducted by such nondepository 
        institution subsidiary (other than a functionally 
        regulated subsidiary or a subsidiary of a depository 
        institution) of the depository institution holding 
        company as if the nondepository institution subsidiary 
        were an insured depository institution for which the 
        appropriate Federal banking agency of the lead insured 
        depository institution was the appropriate Federal 
        banking agency, to determine whether the activities--
                    ``(A) pose a material threat to the safety 
                and soundness of any insured depository 
                institution subsidiary of the depository 
                institution holding company;
                    ``(B) are conducted in accordance with 
                applicable Federal law; and
                    ``(C) are subject to appropriate systems 
                for monitoring and controlling the financial, 
                operating, and other material risks of the 
                activities that may pose a material threat to 
                the safety and soundness of the insured 
                depository institution subsidiaries of the 
                holding company.
            ``(3) Agency coordination with the board.--An 
        appropriate Federal banking agency that conducts an 
        examination pursuant to paragraph (2) shall coordinate 
        examination of the activities of nondepository 
        institution subsidiaries described in subsection (b) 
        with the Board in a manner that--
                    ``(A) avoids duplication;
                    ``(B) shares information relevant to the 
                supervision of the depository institution 
                holding company;
                    ``(C) achieves the objectives of subsection 
                (b); and
                    ``(D) ensures that the depository 
                institution holding company and the 
                subsidiaries of the depository institution 
                holding company are not subject to conflicting 
                supervisory demands by such agency and the 
                Board.
            ``(4) Fee permitted for examination costs.--An 
        appropriate Federal banking agency that conducts an 
        examination or enforcement action pursuant to this 
        section may collect an assessment, fee, or such other 
        charge from the subsidiary as the appropriate Federal 
        banking agency determines necessary or appropriate to 
        carry out the responsibilities of the appropriate 
        Federal banking agency in connection with such 
        examination.
    ``(e) Referrals for Enforcement by Appropriate Federal 
Banking Agency.--
            ``(1) Recommendation of enforcement action.--The 
        appropriate Federal banking agency for the lead insured 
        depository institution, based upon its examination of a 
        nondepository institution subsidiary conducted pursuant 
        to subsection (d), or other relevant information, may 
        submit to the Board, in writing, a recommendation that 
        the Board take enforcement action against such 
        nondepository institution subsidiary, together with an 
        explanation of the concerns giving rise to the 
        recommendation, if the appropriate Federal banking 
        agency determines (by a vote of its members, if 
        applicable) that the activities of the nondepository 
        institution subsidiary pose a material threat to the 
        safety and soundness of any insured depository 
        institution subsidiary of the depository institution 
        holding company.
            ``(2) Back-up authority of the appropriate federal 
        banking agency.--If, within the 60-day period beginning 
        on the date on which the Board receives a 
        recommendation under paragraph (1), the Board does not 
        take enforcement action against the nondepository 
        institution subsidiary or provide a plan for 
        supervisory or enforcement action that is acceptable to 
        the appropriate Federal banking agency that made the 
        recommendation pursuant to paragraph (1), such agency 
        may take the recommended enforcement action against the 
        nondepository institution subsidiary, in the same 
        manner as if the nondepository institution subsidiary 
        were an insured depository institution for which the 
        agency was the appropriate Federal banking agency.
    ``(f) Coordination Among Appropriate Federal Banking 
Agencies.--Each Federal banking agency, prior to or when 
exercising authority under subsection (d) or (e) shall--
            ``(1) provide reasonable notice to, and consult 
        with, the appropriate Federal banking agency or State 
        bank supervisor (or other State regulatory agency) of 
        the nondepository institution subsidiary of a 
        depository institution holding company that is 
        described in subsection (d) before commencing any 
        examination of the subsidiary;
            ``(2) to the fullest extent possible--
                    ``(A) rely on the examinations, 
                inspections, and reports of the appropriate 
                Federal banking agency or the State bank 
                supervisor (or other State regulatory agency) 
                of the subsidiary;
                    ``(B) avoid duplication of examination 
                activities, reporting requirements, and 
                requests for information; and
                    ``(C) ensure that the depository 
                institution holding company and the 
                subsidiaries of the depository institution 
                holding company are not subject to conflicting 
                supervisory demands by the appropriate Federal 
                banking agencies.
    ``(g) Rule of Construction.--No provision of this section 
shall be construed as limiting any authority of the Board, the 
Corporation, or the Comptroller of the Currency under any other 
provision of law.''.
    (b) Effective Date.--The amendment made by subsection (a) 
shall take effect on the transfer date.

SEC. 606. REQUIREMENTS FOR FINANCIAL HOLDING COMPANIES TO REMAIN WELL 
                    CAPITALIZED AND WELL MANAGED.

    (a) Amendment.--Section 4(l)(1) of the Bank Holding Company 
Act of 1956 (12 U.S.C. 1843(l)(1)) is amended--
            (1) in subparagraph (B), by striking ``and'' at the 
        end;
            (2) by redesignating subparagraph (C) as 
        subparagraph (D);
            (3) by inserting after subparagraph (B) the 
        following:
                    ``(C) the bank holding company is well 
                capitalized and well managed; and''; and
            (4) in subparagraph (D)(ii), as so redesignated, by 
        striking ``subparagraphs (A) and (B)'' and inserting 
        ``subparagraphs (A), (B), and (C)''.
    (b) Home Owners' Loan Act Amendment.--Section 10(c)(2) of 
the Home Owners' Loan Act (12 U.S.C. 1467a(c)(2)) is amended by 
adding at the end the following new subparagraph:
                    ``(H) Any activity that is permissible for 
                a financial holding company (as such term is 
                defined under section 2(p) of the Bank Holding 
                Company Act of 1956 (12 U.S.C. 1841(p)) to 
                conduct under section 4(k) of the Bank Holding 
                Company Act of 1956 if--
                            ``(i) the savings and loan holding 
                        company meets all of the criteria to 
                        qualify as a financial holding company, 
                        and complies with all of the 
                        requirements applicable to a financial 
                        holding company, under sections 4(l) 
                        and 4(m) of the Bank Holding Company 
                        Act and section 804(c) of the Community 
                        Reinvestment Act of 1977 (12 U.S.C. 
                        2903(c)) as if the savings and loan 
                        holding company was a bank holding 
                        company; and
                            ``(ii) the savings and loan holding 
                        company conducts the activity in 
                        accordance with the same terms, 
                        conditions, and requirements that apply 
                        to the conduct of such activity by a 
                        bank holding company under the Bank 
                        Holding Company Act of 1956 and the 
                        Board's regulations and interpretations 
                        under such Act.''.
    (c) Effective Date.--The amendments made by this section 
shall take effect on the transfer date.

SEC. 607. STANDARDS FOR INTERSTATE ACQUISITIONS.

    (a) Acquisition of Banks.--Section 3(d)(1)(A) of the Bank 
Holding Company Act of 1956 (12 U.S.C. 1842(d)(1)(A)) is 
amended by striking ``adequately capitalized and adequately 
managed'' and inserting ``well capitalized and well managed''.
    (b) Interstate Bank Mergers.--Section 44(b)(4)(B) of the 
Federal Deposit Insurance Act (12 U.S.C. 1831u(b)(4)(B)) is 
amended by striking ``will continue to be adequately 
capitalized and adequately managed'' and inserting ``will be 
well capitalized and well managed''.
    (c) Effective Date.--The amendments made by this section 
shall take effect on the transfer date.

SEC. 608. ENHANCING EXISTING RESTRICTIONS ON BANK TRANSACTIONS WITH 
                    AFFILIATES.

    (a) Affiliate Transactions.--Section 23A of the Federal 
Reserve Act (12 U.S.C. 371c) is amended--
            (1) in subsection (b)--
                    (A) in paragraph (1), by striking 
                subparagraph (D) and inserting the following:
                    ``(D) any investment fund with respect to 
                which a member bank or affiliate thereof is an 
                investment adviser; and''; and
                    (B) in paragraph (7)--
                            (i) in subparagraph (A), by 
                        inserting before the semicolon at the 
                        end the following: ``, including a 
                        purchase of assets subject to an 
                        agreement to repurchase'';
                            (ii) in subparagraph (C), by 
                        striking ``, including assets subject 
                        to an agreement to repurchase,'';
                            (iii) in subparagraph (D)--
                                    (I) by inserting ``or other 
                                debt obligations'' after 
                                ``acceptance of securities''; 
                                and
                                    (II) by striking ``or'' at 
                                the end; and
                            (iv) by adding at the end the 
                        following:
                    ``(F) a transaction with an affiliate that 
                involves the borrowing or lending of 
                securities, to the extent that the transaction 
                causes a member bank or a subsidiary to have 
                credit exposure to the affiliate; or
                    ``(G) a derivative transaction, as defined 
                in paragraph (3) of section 5200(b) of the 
                Revised Statutes of the United States (12 
                U.S.C. 84(b)), with an affiliate, to the extent 
                that the transaction causes a member bank or a 
                subsidiary to have credit exposure to the 
                affiliate;'';
            (2) in subsection (c)--
                    (A) in paragraph (1)--
                            (i) in the matter preceding 
                        subparagraph (A), by striking 
                        ``subsidiary'' and all that follows 
                        through ``time of the transaction'' and 
                        inserting ``subsidiary, and any credit 
                        exposure of a member bank or a 
                        subsidiary to an affiliate resulting 
                        from a securities borrowing or lending 
                        transaction, or a derivative 
                        transaction, shall be secured at all 
                        times''; and
                            (ii) in each of subparagraphs (A) 
                        through (D), by striking ``or letter of 
                        credit'' and inserting ``letter of 
                        credit, or credit exposure'';
                    (B) by striking paragraph (2);
                    (C) by redesignating paragraphs (3) through 
                (5) as paragraphs (2) through (4), 
                respectively;
                    (D) in paragraph (2), as so redesignated, 
                by inserting before the period at the end ``, 
                or credit exposure to an affiliate resulting 
                from a securities borrowing or lending 
                transaction, or derivative transaction''; and
                    (E) in paragraph (3), as so redesignated--
                            (i) by inserting ``or other debt 
                        obligations'' after ``securities''; and
                            (ii) by striking ``or guarantee'' 
                        and all that follows through ``behalf 
                        of,'' and inserting ``guarantee, 
                        acceptance, or letter of credit issued 
                        on behalf of, or credit exposure from a 
                        securities borrowing or lending 
                        transaction, or derivative transaction 
                        to,'';
            (3) in subsection (d)(4), in the matter preceding 
        subparagraph (A), by striking ``or issuing'' and all 
        that follows through ``behalf of,'' and inserting 
        ``issuing a guarantee, acceptance, or letter of credit 
        on behalf of, or having credit exposure resulting from 
        a securities borrowing or lending transaction, or 
        derivative transaction to,''; and
            (4) in subsection (f)--
                    (A) in paragraph (2)--
                            (i) by striking ``or order'';
                            (ii) by striking ``if it finds'' 
                        and all that follows through the end of 
                        the paragraph and inserting the 
                        following: ``if--
                            ``(i) the Board finds the exemption 
                        to be in the public interest and 
                        consistent with the purposes of this 
                        section, and notifies the Federal 
                        Deposit Insurance Corporation of such 
                        finding; and
                            ``(ii) before the end of the 60-day 
                        period beginning on the date on which 
                        the Federal Deposit Insurance 
                        Corporation receives notice of the 
                        finding under clause (i), the Federal 
                        Deposit Insurance Corporation does not 
                        object, in writing, to the finding, 
                        based on a determination that the 
                        exemption presents an unacceptable risk 
                        to the Deposit Insurance Fund.'';
                            (iii) by striking the Board and 
                        inserting the following:
                    ``(A) In general.--The Board''; and
                            (iv) by adding at the end the 
                        following:
                    ``(B) Additional exemptions.--
                            ``(i) National banks.--The 
                        Comptroller of the Currency may, by 
                        order, exempt a transaction of a 
                        national bank from the requirements of 
                        this section if--
                                    ``(I) the Board and the 
                                Office of the Comptroller of 
                                the Currency jointly find the 
                                exemption to be in the public 
                                interest and consistent with 
                                the purposes of this section 
                                and notify the Federal Deposit 
                                Insurance Corporation of such 
                                finding; and
                                    ``(II) before the end of 
                                the 60-day period beginning on 
                                the date on which the Federal 
                                Deposit Insurance Corporation 
                                receives notice of the finding 
                                under subclause (I), the 
                                Federal Deposit Insurance 
                                Corporation does not object, in 
                                writing, to the finding, based 
                                on a determination that the 
                                exemption presents an 
                                unacceptable risk to the 
                                Deposit Insurance Fund.
                            ``(ii) State banks.--The Federal 
                        Deposit Insurance Corporation may, by 
                        order, exempt a transaction of a State 
                        nonmember bank, and the Board may, by 
                        order, exempt a transaction of a State 
                        member bank, from the requirements of 
                        this section if--
                                    ``(I) the Board and the 
                                Federal Deposit Insurance 
                                Corporation jointly find that 
                                the exemption is in the public 
                                interest and consistent with 
                                the purposes of this section; 
                                and
                                    ``(II) the Federal Deposit 
                                Insurance Corporation finds 
                                that the exemption does not 
                                present an unacceptable risk to 
                                the Deposit Insurance Fund.''; 
                                and
                    (B) by adding at the end the following:
            ``(4) Amounts of covered transactions.--The Board 
        may issue such regulations or interpretations as the 
        Board determines are necessary or appropriate with 
        respect to the manner in which a netting agreement may 
        be taken into account in determining the amount of a 
        covered transaction between a member bank or a 
        subsidiary and an affiliate, including the extent to 
        which netting agreements between a member bank or a 
        subsidiary and an affiliate may be taken into account 
        in determining whether a covered transaction is fully 
        secured for purposes of subsection (d)(4). An 
        interpretation under this paragraph with respect to a 
        specific member bank, subsidiary, or affiliate shall be 
        issued jointly with the appropriate Federal banking 
        agency for such member bank, subsidiary, or 
        affiliate.''.
    (b) Transactions With Affiliates.--Section 23B(e) of the 
Federal Reserve Act (12 U.S.C. 371c-1(e)) is amended--
            (1) by striking the undesignated matter following 
        subparagraph (B);
            (2) by redesignating subparagraphs (A) and (B) as 
        clauses (i) and (ii), respectively, and adjusting the 
        clause margins accordingly;
            (3) by redesignating paragraphs (1) and (2) as 
        subparagraphs (A) and (B), respectively, and adjusting 
        the subparagraph margins accordingly;
            (4) by striking ``The Board'' and inserting the 
        following:
            ``(1) In general.--The Board'';
            (5) in paragraph (1)(B), as so redesignated--
                    (A) in the matter preceding clause (i), by 
                inserting before ``regulations'' the following: 
                ``subject to paragraph (2), if the Board finds 
                that an exemption or exclusion is in the public 
                interest and is consistent with the purposes of 
                this section, and notifies the Federal Deposit 
                Insurance Corporation of such finding,''; and
                    (B) in clause (ii), by striking the comma 
                at the end and inserting a period; and
            (6) by adding at the end the following:
            ``(2) Exception.--The Board may grant an exemption 
        or exclusion under this subsection only if, during the 
        60-day period beginning on the date of receipt of 
        notice of the finding from the Board under paragraph 
        (1)(B), the Federal Deposit Insurance Corporation does 
        not object, in writing, to such exemption or exclusion, 
        based on a determination that the exemption presents an 
        unacceptable risk to the Deposit Insurance Fund.''.
    (c) Home Owners' Loan Act.--Section 11 of the Home Owners' 
Loan Act (12 U.S.C. 1468) is amended by adding at the end the 
following:
    ``(d) Exemptions.--
            ``(1) Federal savings associations.--The 
        Comptroller of the Currency may, by order, exempt a 
        transaction of a Federal savings association from the 
        requirements of this section if--
                    ``(A) the Board and the Office of the 
                Comptroller of the Currency jointly find the 
                exemption to be in the public interest and 
                consistent with the purposes of this section 
                and notify the Federal Deposit Insurance 
                Corporation of such finding; and
                    ``(B) before the end of the 60-day period 
                beginning on the date on which the Federal 
                Deposit Insurance Corporation receives notice 
                of the finding under subparagraph (A), the 
                Federal Deposit Insurance Corporation does not 
                object, in writing, to the finding, based on a 
                determination that the exemption presents an 
                unacceptable risk to the Deposit Insurance 
                Fund.
            ``(2) State savings association.--The Federal 
        Deposit Insurance Corporation may, by order, exempt a 
        transaction of a State savings association from the 
        requirements of this section if the Board and the 
        Federal Deposit Insurance Corporation jointly find 
        that--
                    ``(A) the exemption is in the public 
                interest and consistent with the purposes of 
                this section; and
                    ``(B) the exemption does not present an 
                unacceptable risk to the Deposit Insurance 
                Fund.''.
    (d) Effective Date.--The amendments made by this section 
shall take effect 1 year after the transfer date.

SEC. 609. ELIMINATING EXCEPTIONS FOR TRANSACTIONS WITH FINANCIAL 
                    SUBSIDIARIES.

    (a) Amendment.--Section 23A(e) of the Federal Reserve Act 
(12 U.S.C. 371c(e)) is amended--
            (1) by striking paragraph (3); and
            (2) by redesignating paragraph (4) as paragraph 
        (3).
    (b) Prospective Application of Amendment.--The amendments 
made by this section shall apply with respect to any covered 
transaction between a bank and a subsidiary of the bank, as 
those terms are defined in section 23A of the Federal Reserve 
Act (12 U.S.C. 371c), that is entered into on or after the date 
of enactment of this Act.
    (c) Effective Date.--The amendments made by this section 
shall take effect 1 year after the transfer date.

SEC. 610. LENDING LIMITS APPLICABLE TO CREDIT EXPOSURE ON DERIVATIVE 
                    TRANSACTIONS, REPURCHASE AGREEMENTS, REVERSE 
                    REPURCHASE AGREEMENTS, AND SECURITIES LENDING AND 
                    BORROWING TRANSACTIONS.

    (a) National Banks.--Section 5200(b) of the Revised 
Statutes of the United States (12 U.S.C. 84(b)) is amended--
            (1) in paragraph (1), by striking ``shall include'' 
        and all that follows through the end of the paragraph 
        and inserting the following: ``shall include--
                    ``(A) all direct or indirect advances of 
                funds to a person made on the basis of any 
                obligation of that person to repay the funds or 
                repayable from specific property pledged by or 
                on behalf of the person;
                    ``(B) to the extent specified by the 
                Comptroller of the Currency, any liability of a 
                national banking association to advance funds 
                to or on behalf of a person pursuant to a 
                contractual commitment; and
                    ``(C) any credit exposure to a person 
                arising from a derivative transaction, 
                repurchase agreement, reverse repurchase 
                agreement, securities lending transaction, or 
                securities borrowing transaction between the 
                national banking association and the person;'';
            (2) in paragraph (2), by striking the period at the 
        end and inserting ``; and''; and
            (3) by adding at the end the following:
            ``(3) the term `derivative transaction' includes 
        any transaction that is a contract, agreement, swap, 
        warrant, note, or option that is based, in whole or in 
        part, on the value of, any interest in, or any 
        quantitative measure or the occurrence of any event 
        relating to, one or more commodities, securities, 
        currencies, interest or other rates, indices, or other 
        assets.''.
    (b) Savings Associations.--Section 5(u)(3) of the Home 
Owners' Loan Act (12 U.S.C. 1464(u)(3)) is amended by striking 
``Director'' each place that term appears and inserting 
``Comptroller of the Currency''.
    (c) Effective Date.--The amendments made by this section 
shall take effect 1 year after the transfer date.

SEC. 611. CONSISTENT TREATMENT OF DERIVATIVE TRANSACTIONS IN LENDING 
                    LIMITS.

    (a) Amendment.--Section 18 of the Federal Deposit Insurance 
Act (12 U.S.C. 1828) is amended by adding at the end the 
following:
    ``(y) State Lending Limit Treatment of Derivatives 
Transactions.--An insured State bank may engage in a derivative 
transaction, as defined in section 5200(b)(3) of the Revised 
Statutes of the United States (12 U.S.C. 84(b)(3)), only if the 
law with respect to lending limits of the State in which the 
insured State bank is chartered takes into consideration credit 
exposure to derivative transactions.''.
    (b) Effective Date.--The amendment made by this section 
shall take effect 18 months after the transfer date.

SEC. 612. RESTRICTION ON CONVERSIONS OF TROUBLED BANKS.

    (a) Conversion of a National Banking Association.--The Act 
entitled ``An Act to provide for the conversion of national 
banking associations into and their merger or consolidation 
with State banks, and for other purposes.'' (12 U.S.C. 214 et 
seq.) is amended by adding at the end the following:

``SEC. 10. PROHIBITION ON CONVERSION.

    ``A national banking association may not convert to a State 
bank or State savings association during any period in which 
the national banking association is subject to a cease and 
desist order (or other formal enforcement order) issued by, or 
a memorandum of understanding entered into with, the 
Comptroller of the Currency with respect to a significant 
supervisory matter.''.
    (b) Conversion of a State Bank or Savings Association.--
Section 5154 of the Revised Statutes of the United States (12 
U.S.C. 35) is amended by adding at the end the following: ``The 
Comptroller of the Currency may not approve the conversion of a 
State bank or State savings association to a national banking 
association or Federal savings association during any period in 
which the State bank or State savings association is subject to 
a cease and desist order (or other formal enforcement order) 
issued by, or a memorandum of understanding entered into with, 
a State bank supervisor or the appropriate Federal banking 
agency with respect to a significant supervisory matter or a 
final enforcement action by a State Attorney General.''.
    (c) Conversion of a Federal Savings Association.--Section 
5(i) of the Home Owners' Loan Act (12 U.S.C. 1464(i)) is 
amended by adding at the end the following:
            ``(6) Limitation on certain conversions by federal 
        savings associations.--A Federal savings association 
        may not convert to a State bank or State savings 
        association during any period in which the Federal 
        savings association is subject to a cease and desist 
        order (or other formal enforcement order) issued by, or 
        a memorandum of understanding entered into with, the 
        Office of Thrift Supervision or the Comptroller of the 
        Currency with respect to a significant supervisory 
        matter.''.
    (d) Exception.--The prohibition on the approval of 
conversions under the amendments made by subsections (a), (b), 
and (c) shall not apply, if--
            (1) the Federal banking agency that would be the 
        appropriate Federal banking agency after the proposed 
        conversion gives the appropriate Federal banking agency 
        or State bank supervisor that issued the cease and 
        desist order (or other formal enforcement order) or 
        memorandum of understanding, as appropriate, written 
        notice of the proposed conversion including a plan to 
        address the significant supervisory matter in a manner 
        that is consistent with the safe and sound operation of 
        the institution;
            (2) within 30 days of receipt of the written notice 
        required under paragraph (1), the appropriate Federal 
        banking agency or State bank supervisor that issued the 
        cease and desist order (or other formal enforcement 
        order) or memorandum of understanding, as appropriate, 
        does not object to the conversion or the plan to 
        address the significant supervisory matter;
            (3) after conversion of the insured depository 
        institution, the appropriate Federal banking agency 
        after the conversion implements such plan; and
            (4) in the case of a final enforcement action by a 
        State Attorney General, approval of the conversion is 
        conditioned on compliance by the insured depository 
        institution with the terms of such final enforcement 
        action.
    (e) Notification of Pending Enforcement Actions.--
            (1) Copy of conversion application.--At the time an 
        insured depository institution files a conversion 
        application, the insured depository institution shall 
        transmit a copy of the conversion application to--
                    (A) the appropriate Federal banking agency 
                for the insured depository institution; and
                    (B) the Federal banking agency that would 
                be the appropriate Federal banking agency of 
                the insured depository institution after the 
                proposed conversion.
            (2) Notification and access to information.--Upon 
        receipt of a copy of the application described in 
        paragraph (1), the appropriate Federal banking agency 
        for the insured depository institution proposing the 
        conversion shall--
                    (A) notify the Federal banking agency that 
                would be the appropriate Federal banking agency 
                for the institution after the proposed 
                conversion in writing of any ongoing 
                supervisory or investigative proceedings that 
                the appropriate Federal banking agency for the 
                institution proposing to convert believes is 
                likely to result, in the near term and absent 
                the proposed conversion, in a cease and desist 
                order (or other formal enforcement order) or 
                memorandum of understanding with respect to a 
                significant supervisory matter; and
                    (B) provide the Federal banking agency that 
                would be the appropriate Federal banking agency 
                for the institution after the proposed 
                conversion access to all investigative and 
                supervisory information relating to the 
                proceedings described in subparagraph (A).

SEC. 613. DE NOVO BRANCHING INTO STATES.

    (a) National Banks.--Section 5155(g)(1)(A) of the Revised 
Statutes of the United States (12 U.S.C. 36(g)(1)(A)) is 
amended to read as follows:
                    ``(A) the law of the State in which the 
                branch is located, or is to be located, would 
                permit establishment of the branch, if the 
                national bank were a State bank chartered by 
                such State; and''.
    (b) State Insured Banks.--Section 18(d)(4)(A)(i) of the 
Federal Deposit Insurance Act (12 U.S.C. 1828(d)(4)(A)(i)) is 
amended to read as follows:
                            ``(i) the law of the State in which 
                        the branch is located, or is to be 
                        located, would permit establishment of 
                        the branch, if the bank were a State 
                        bank chartered by such State; and''.

SEC. 614. LENDING LIMITS TO INSIDERS.

    (a) Extensions of Credit.--Section 22(h)(9)(D)(i) of the 
Federal Reserve Act (12 U.S.C. 375b(9)(D)(i)) is amended--
            (1) by striking the period at the end and inserting 
        ``; or'';
            (2) by striking ``a person'' and inserting ``the 
        person'';
            (3) by striking ``extends credit by making'' and 
        inserting the following: ``extends credit to a person 
        by--
                                    ``(I) making''; and
            (4) by adding at the end the following:
                                    ``(II) having credit 
                                exposure to the person arising 
                                from a derivative transaction 
                                (as defined in section 5200(b) 
                                of the Revised Statutes of the 
                                United States (12 U.S.C. 
                                84(b))), repurchase agreement, 
                                reverse repurchase agreement, 
                                securities lending transaction, 
                                or securities borrowing 
                                transaction between the member 
                                bank and the person.''.
    (b) Effective Date.--The amendments made by this section 
shall take effect 1 year after the transfer date.

SEC. 615. LIMITATIONS ON PURCHASES OF ASSETS FROM INSIDERS.

    (a) Amendment to the Federal Deposit Insurance Act.--
Section 18 of the Federal Deposit Insurance Act (12 U.S.C. 
1828) is amended by adding at the end the following:
    ``(z) General Prohibition on Sale of Assets.--
            ``(1) In general.--An insured depository 
        institution may not purchase an asset from, or sell an 
        asset to, an executive officer, director, or principal 
        shareholder of the insured depository institution, or 
        any related interest of such person (as such terms are 
        defined in section 22(h) of Federal Reserve Act), 
        unless--
                    ``(A) the transaction is on market terms; 
                and
                    ``(B) if the transaction represents more 
                than 10 percent of the capital stock and 
                surplus of the insured depository institution, 
                the transaction has been approved in advance by 
                a majority of the members of the board of 
                directors of the insured depository institution 
                who do not have an interest in the transaction.
            ``(2) Rulemaking.--The Board of Governors of the 
        Federal Reserve System may issue such rules as may be 
        necessary to define terms and to carry out the purposes 
        of this subsection. Before proposing or adopting a rule 
        under this paragraph, the Board of Governors of the 
        Federal Reserve System shall consult with the 
        Comptroller of the Currency and the Corporation as to 
        the terms of the rule.''.
    (b) Amendments to the Federal Reserve Act.--Section 22(d) 
of the Federal Reserve Act (12 U.S.C. 375) is amended to read 
as follows:
    ``(d) [Reserved]''.
    (c) Effective Date.--The amendments made by this section 
shall take effect on the transfer date.

SEC. 616. REGULATIONS REGARDING CAPITAL LEVELS.

    (a) Capital Levels of Bank Holding Companies.--Section 5(b) 
of the Bank Holding Company Act of 1956 (12 U.S.C. 1844(b)) is 
amended--
            (1) by inserting after ``orders'' the following: 
        ``, including regulations and orders relating to the 
        capital requirements for bank holding companies,''; and
            (2) by adding at the end the following: ``In 
        establishing capital regulations pursuant to this 
        subsection, the Board shall seek to make such 
        requirements countercyclical, so that the amount of 
        capital required to be maintained by a company 
        increases in times of economic expansion and decreases 
        in times of economic contraction, consistent with the 
        safety and soundness of the company.''.
    (b) Capital Levels of Savings and Loan Holding Companies.--
Section 10(g)(1) of the Home Owners' Loan Act (12 U.S.C. 
1467a(g)(1)) is amended--
            (1) by inserting after ``orders'' the following: 
        ``, including regulations and orders relating to 
        capital requirements for savings and loan holding 
        companies,''; and
            (2) by inserting at the end the following: ``In 
        establishing capital regulations pursuant to this 
        subsection, the appropriate Federal banking agency 
        shall seek to make such requirements countercyclical so 
        that the amount of capital required to be maintained by 
        a company increases in times of economic expansion and 
        decreases in times of economic contraction, consistent 
        with the safety and soundness of the company.''.
    (c) Capital Levels of Insured Depository Institutions.--
Section 908(a)(1) of the International Lending Supervision Act 
of 1983 (12 U.S.C. 3907(a)(1)) is amended by adding at the end 
the following: ``Each appropriate Federal banking agency shall 
seek to make the capital standards required under this section 
or other provisions of Federal law for insured depository 
institutions countercyclical so that the amount of capital 
required to be maintained by an insured depository institution 
increases in times of economic expansion and decreases in times 
of economic contraction, consistent with the safety and 
soundness of the insured depository institution.''
    (d) Source of Strength.--The Federal Deposit Insurance Act 
(12 U.S.C. 1811 et seq.) is amended by inserting after section 
38 (12 U.S.C. 1831o) the following:

``SEC. 38A. SOURCE OF STRENGTH.

    ``(a) Holding Companies.--The appropriate Federal banking 
agency for a bank holding company or savings and loan holding 
company shall require the bank holding company or savings and 
loan holding company to serve as a source of financial strength 
for any subsidiary of the bank holding company or savings and 
loan holding company that is a depository institution.
    ``(b) Other Companies.--If an insured depository 
institution is not the subsidiary of a bank holding company or 
savings and loan holding company, the appropriate Federal 
banking agency for the insured depository institution shall 
require any company that directly or indirectly controls the 
insured depository institution to serve as a source of 
financial strength for such institution.
    ``(c) Reports.--The appropriate Federal banking agency for 
an insured depository institution described in subsection (b) 
may, from time to time, require the company, or a company that 
directly or indirectly controls the insured depository 
institution, to submit a report, under oath, for the purposes 
of--
            ``(1) assessing the ability of such company to 
        comply with the requirement under subsection (b); and
            ``(2) enforcing the compliance of such company with 
        the requirement under subsection (b).
    ``(d) Rules.--Not later than 1 year after the transfer 
date, as defined in section 311 of the Enhancing Financial 
Institution Safety and Soundness Act of 2010, the appropriate 
Federal banking agencies shall jointly issue final rules to 
carry out this section.
    ``(e) Definition.--In this section, the term `source of 
financial strength' means the ability of a company that 
directly or indirectly owns or controls an insured depository 
institution to provide financial assistance to such insured 
depository institution in the event of the financial distress 
of the insured depository institution.''.
    (e) Effective Date.--The amendments made by this section 
shall take effect on the transfer date.

SEC. 617. ELIMINATION OF ELECTIVE INVESTMENT BANK HOLDING COMPANY 
                    FRAMEWORK.

    (a) Amendment.--Section 17 of the Securities Exchange Act 
of 1934 (15 U.S.C. 78q) is amended--
            (1) by striking subsection (i); and
            (2) by redesignating subsections (j) and (k) as 
        subsections (i) and (j), respectively.
    (b) Effective Date.--The amendments made by this section 
shall take effect on the transfer date.

SEC. 618. SECURITIES HOLDING COMPANIES.

    (a) Definitions.--In this section--
            (1) the term ``associated person of a securities 
        holding company'' means a person directly or indirectly 
        controlling, controlled by, or under common control 
        with, a securities holding company;
            (2) the term ``foreign bank'' has the same meaning 
        as in section 1(b)(7) of the International Banking Act 
        of 1978 (12 U.S.C. 3101(7));
            (3) the term ``insured bank'' has the same meaning 
        as in section 3 of the Federal Deposit Insurance Act 
        (12 U.S.C. 1813);
            (4) the term ``securities holding company''--
                    (A) means--
                            (i) a person (other than a natural 
                        person) that owns or controls 1 or more 
                        brokers or dealers registered with the 
                        Commission; and
                            (ii) the associated persons of a 
                        person described in clause (i); and
                    (B) does not include a person that is--
                            (i) a nonbank financial company 
                        supervised by the Board under title I;
                            (ii) an insured bank (other than an 
                        institution described in subparagraphs 
                        (D), (F), or (H) of section 2(c)(2) of 
                        the Bank Holding Company Act of 1956 
                        (12 U.S.C. 1841(c)(2)) or a savings 
                        association;
                            (iii) an affiliate of an insured 
                        bank (other than an institution 
                        described in subparagraphs (D), (F), or 
                        (H) of section 2(c)(2) of the Bank 
                        Holding Company Act of 1956 (12 U.S.C. 
                        1841(c)(2)) or an affiliate of a 
                        savings association;
                            (iv) a foreign bank, foreign 
                        company, or company that is described 
                        in section 8(a) of the International 
                        Banking Act of 1978 (12 U.S.C. 
                        3106(a));
                            (v) a foreign bank that controls, 
                        directly or indirectly, a corporation 
                        chartered under section 25A of the 
                        Federal Reserve Act (12 U.S.C. 611 et 
                        seq.); or
                            (vi) subject to comprehensive 
                        consolidated supervision by a foreign 
                        regulator;
            (5) the term ``supervised securities holding 
        company'' means a securities holding company that is 
        supervised by the Board of Governors under this 
        section; and
            (6) the terms ``affiliate'', ``bank'', ``bank 
        holding company'', ``company'', ``control'', ``savings 
        association'', and ``subsidiary'' have the same 
        meanings as in section 2 of the Bank Holding Company 
        Act of 1956.
    (b) Supervision of a Securities Holding Company Not Having 
a Bank or Savings Association Affiliate.--
            (1) In general.--A securities holding company that 
        is required by a foreign regulator or provision of 
        foreign law to be subject to comprehensive consolidated 
        supervision may register with the Board of Governors 
        under paragraph (2) to become a supervised securities 
        holding company. Any securities holding company filing 
        such a registration shall be supervised in accordance 
        with this section, and shall comply with the rules and 
        orders prescribed by the Board of Governors applicable 
        to supervised securities holding companies.
            (2) Registration as a supervised securities holding 
        company.--
                    (A) Registration.--A securities holding 
                company that elects to be subject to 
                comprehensive consolidated supervision shall 
                register by filing with the Board of Governors 
                such information and documents as the Board of 
                Governors, by regulation, may prescribe as 
                necessary or appropriate in furtherance of the 
                purposes of this section.
                    (B) Effective date.--A securities holding 
                company that registers under subparagraph (A) 
                shall be deemed to be a supervised securities 
                holding company, effective on the date that is 
                45 days after the date of receipt of the 
                registration information and documents under 
                subparagraph (A) by the Board of Governors, or 
                within such shorter period as the Board of 
                Governors, by rule or order, may determine.
    (c) Supervision of Securities Holding Companies.--
            (1) Recordkeeping and reporting.--
                    (A) Recordkeeping and reporting required.--
                Each supervised securities holding company and 
                each affiliate of a supervised securities 
                holding company shall make and keep for periods 
                determined by the Board of Governors such 
                records, furnish copies of such records, and 
                make such reports, as the Board of Governors 
                determines to be necessary or appropriate to 
                carry out this section, to prevent evasions 
                thereof, and to monitor compliance by the 
                supervised securities holding company or 
                affiliate with applicable provisions of law.
                    (B) Form and contents.--
                            (i) In general.--Any record or 
                        report required to be made, furnished, 
                        or kept under this paragraph shall--
                                    (I) be prepared in such 
                                form and according to such 
                                specifications (including 
                                certification by a registered 
                                public accounting firm), as the 
                                Board of Governors may require; 
                                and
                                    (II) be provided promptly 
                                to the Board of Governors at 
                                any time, upon request by the 
                                Board of Governors.
                            (ii) Contents.--Records and reports 
                        required to be made, furnished, or kept 
                        under this paragraph may include--
                                    (I) a balance sheet or 
                                income statement of the 
                                supervised securities holding 
                                company or an affiliate of a 
                                supervised securities holding 
                                company;
                                    (II) an assessment of the 
                                consolidated capital and 
                                liquidity of the supervised 
                                securities holding company;
                                    (III) a report by an 
                                independent auditor attesting 
                                to the compliance of the 
                                supervised securities holding 
                                company with the internal risk 
                                management and internal control 
                                objectives of the supervised 
                                securities holding company; and
                                    (IV) a report concerning 
                                the extent to which the 
                                supervised securities holding 
                                company or affiliate has 
                                complied with the provisions of 
                                this section and any 
                                regulations prescribed and 
                                orders issued under this 
                                section.
            (2) Use of existing reports.--
                    (A) In general.--The Board of Governors 
                shall, to the fullest extent possible, accept 
                reports in fulfillment of the requirements of 
                this paragraph that a supervised securities 
                holding company or an affiliate of a supervised 
                securities holding company has been required to 
                provide to another regulatory agency or a self-
                regulatory organization.
                    (B) Availability.--A supervised securities 
                holding company or an affiliate of a supervised 
                securities holding company shall promptly 
                provide to the Board of Governors, at the 
                request of the Board of Governors, any report 
                described in subparagraph (A), as permitted by 
                law.
            (3) Examination authority.--
                    (A) Focus of examination authority.--The 
                Board of Governors may make examinations of any 
                supervised securities holding company and any 
                affiliate of a supervised securities holding 
                company to carry out this subsection, to 
                prevent evasions thereof, and to monitor 
                compliance by the supervised securities holding 
                company or affiliate with applicable provisions 
                of law.
                    (B) Deference to other examinations.--For 
                purposes of this subparagraph, the Board of 
                Governors shall, to the fullest extent 
                possible, use the reports of examination made 
                by other appropriate Federal or State 
                regulatory authorities with respect to any 
                functionally regulated subsidiary or any 
                institution described in subparagraph (D), (F), 
                or (H) of section 2(c)(2) of the Bank Holding 
                Company Act of 1956 (12 U.S.C. 1841(c)(2)).
    (d) Capital and Risk Management.--
            (1) In general.--The Board of Governors shall, by 
        regulation or order, prescribe capital adequacy and 
        other risk management standards for supervised 
        securities holding companies that are appropriate to 
        protect the safety and soundness of the supervised 
        securities holding companies and address the risks 
        posed to financial stability by supervised securities 
        holding companies.
            (2) Differentiation.--In imposing standards under 
        this subsection, the Board of Governors may 
        differentiate among supervised securities holding 
        companies on an individual basis, or by category, 
        taking into consideration the requirements under 
        paragraph (3).
            (3) Content.--Any standards imposed on a supervised 
        securities holding company under this subsection shall 
        take into account--
                    (A) the differences among types of business 
                activities carried out by the supervised 
                securities holding company;
                    (B) the amount and nature of the financial 
                assets of the supervised securities holding 
                company;
                    (C) the amount and nature of the 
                liabilities of the supervised securities 
                holding company, including the degree of 
                reliance on short-term funding;
                    (D) the extent and nature of the off-
                balance sheet exposures of the supervised 
                securities holding company;
                    (E) the extent and nature of the 
                transactions and relationships of the 
                supervised securities holding company with 
                other financial companies;
                    (F) the importance of the supervised 
                securities holding company as a source of 
                credit for households, businesses, and State 
                and local governments, and as a source of 
                liquidity for the financial system; and
                    (G) the nature, scope, and mix of the 
                activities of the supervised securities holding 
                company.
            (4) Notice.--A capital requirement imposed under 
        this subsection may not take effect earlier than 180 
        days after the date on which a supervised securities 
        holding company is provided notice of the capital 
        requirement.
    (e) Other Provisions of Law Applicable to Supervised 
Securities Holding Companies.--
            (1) Federal deposit insurance act.--Subsections 
        (b), (c) through (s), and (u) of section 8 of the 
        Federal Deposit Insurance Act (12 U.S.C. 1818) shall 
        apply to any supervised securities holding company, and 
        to any subsidiary (other than a bank or an institution 
        described in subparagraph (D), (F), or (H) of section 
        2(c)(2) of the Bank Holding Company Act of 1956 (12 
        U.S.C. 1841(c)(2))) of a supervised securities holding 
        company, in the same manner as such subsections apply 
        to a bank holding company for which the Board of 
        Governors is the appropriate Federal banking agency. 
        For purposes of applying such subsections to a 
        supervised securities holding company or a subsidiary 
        (other than a bank or an institution described in 
        subparagraph (D), (F), or (H) of section 2(c)(2) of the 
        Bank Holding Company Act of 1956 (12 U.S.C. 
        1841(c)(2))) of a supervised securities holding 
        company, the Board of Governors shall be deemed the 
        appropriate Federal banking agency for the supervised 
        securities holding company or subsidiary.
            (2) Bank holding company act of 1956.--Except as 
        the Board of Governors may otherwise provide by 
        regulation or order, a supervised securities holding 
        company shall be subject to the provisions of the Bank 
        Holding Company Act of 1956 (12 U.S.C. 1841 et seq.) in 
        the same manner and to the same extent a bank holding 
        company is subject to such provisions, except that a 
        supervised securities holding company may not, by 
        reason of this paragraph, be deemed to be a bank 
        holding company for purposes of section 4 of the Bank 
        Holding Company Act of 1956 (12 U.S.C. 1843).

SEC. 619. PROHIBITIONS ON PROPRIETARY TRADING AND CERTAIN RELATIONSHIPS 
                    WITH HEDGE FUNDS AND PRIVATE EQUITY FUNDS.

    The Bank Holding Company Act of 1956 (12 U.S.C. 1841 et 
seq.) is amended by adding at the end the following:

``SEC. 13. PROHIBITIONS ON PROPRIETARY TRADING AND CERTAIN 
                    RELATIONSHIPS WITH HEDGE FUNDS AND PRIVATE EQUITY 
                    FUNDS.

    ``(a) In General.--
            ``(1) Prohibition.--Unless otherwise provided in 
        this section, a banking entity shall not--
                    ``(A) engage in proprietary trading; or
                    ``(B) acquire or retain any equity, 
                partnership, or other ownership interest in or 
                sponsor a hedge fund or a private equity fund.
            ``(2) Nonbank financial companies supervised by the 
        board.--Any nonbank financial company supervised by the 
        Board that engages in proprietary trading or takes or 
        retains any equity, partnership, or other ownership 
        interest in or sponsors a hedge fund or a private 
        equity fund shall be subject, by rule, as provided in 
        subsection (b)(2), to additional capital requirements 
        for and additional quantitative limits with regards to 
        such proprietary trading and taking or retaining any 
        equity, partnership, or other ownership interest in or 
        sponsorship of a hedge fund or a private equity fund, 
        except that permitted activities as described in 
        subsection (d) shall not be subject to the additional 
        capital and additional quantitative limits except as 
        provided in subsection (d)(3), as if the nonbank 
        financial company supervised by the Board were a 
        banking entity.
    ``(b) Study and Rulemaking.--
            ``(1) Study.--Not later than 6 months after the 
        date of enactment of this section, the Financial 
        Stability Oversight Council shall study and make 
        recommendations on implementing the provisions of this 
        section so as to--
                    ``(A) promote and enhance the safety and 
                soundness of banking entities;
                    ``(B) protect taxpayers and consumers and 
                enhance financial stability by minimizing the 
                risk that insured depository institutions and 
                the affiliates of insured depository 
                institutions will engage in unsafe and unsound 
                activities;
                    ``(C) limit the inappropriate transfer of 
                Federal subsidies from institutions that 
                benefit from deposit insurance and liquidity 
                facilities of the Federal Government to 
                unregulated entities;
                    ``(D) reduce conflicts of interest between 
                the self-interest of banking entities and 
                nonbank financial companies supervised by the 
                Board, and the interests of the customers of 
                such entities and companies;
                    ``(E) limit activities that have caused 
                undue risk or loss in banking entities and 
                nonbank financial companies supervised by the 
                Board, or that might reasonably be expected to 
                create undue risk or loss in such banking 
                entities and nonbank financial companies 
                supervised by the Board;
                    ``(F) appropriately accommodate the 
                business of insurance within an insurance 
                company, subject to regulation in accordance 
                with the relevant insurance company investment 
                laws, while protecting the safety and soundness 
                of any banking entity with which such insurance 
                company is affiliated and of the United States 
                financial system; and
                    ``(G) appropriately time the divestiture of 
                illiquid assets that are affected by the 
                implementation of the prohibitions under 
                subsection (a).
            ``(2) Rulemaking.--
                    ``(A) In general.--Unless otherwise 
                provided in this section, not later than 9 
                months after the completion of the study under 
                paragraph (1), the appropriate Federal banking 
                agencies, the Securities and Exchange 
                Commission, and the Commodity Futures Trading 
                Commission, shall consider the findings of the 
                study under paragraph (1) and adopt rules to 
                carry out this section, as provided in 
                subparagraph (B).
                    ``(B) Coordinated rulemaking.--
                            ``(i) Regulatory authority.--The 
                        regulations issued under this paragraph 
                        shall be issued by--
                                    ``(I) the appropriate 
                                Federal banking agencies, 
                                jointly, with respect to 
                                insured depository 
                                institutions;
                                    ``(II) the Board, with 
                                respect to any company that 
                                controls an insured depository 
                                institution, or that is treated 
                                as a bank holding company for 
                                purposes of section 8 of the 
                                International Banking Act, any 
                                nonbank financial company 
                                supervised by the Board, and 
                                any subsidiary of any of the 
                                foregoing (other than a 
                                subsidiary for which an agency 
                                described in subclause (I), 
                                (III), or (IV) is the primary 
                                financial regulatory agency);
                                    ``(III) the Commodity 
                                Futures Trading Commission, 
                                with respect to any entity for 
                                which the Commodity Futures 
                                Trading Commission is the 
                                primary financial regulatory 
                                agency, as defined in section 2 
                                of the Dodd-Frank Wall Street 
                                Reform and Consumer Protection 
                                Act; and
                                    ``(IV) the Securities and 
                                Exchange Commission, with 
                                respect to any entity for which 
                                the Securities and Exchange 
                                Commission is the primary 
                                financial regulatory agency, as 
                                defined in section 2 of the 
                                Dodd-Frank Wall Street Reform 
                                and Consumer Protection Act.
                            ``(ii) Coordination, consistency, 
                        and comparability.--In developing and 
                        issuing regulations pursuant to this 
                        section, the appropriate Federal 
                        banking agencies, the Securities and 
                        Exchange Commission, and the Commodity 
                        Futures Trading Commission shall 
                        consult and coordinate with each other, 
                        as appropriate, for the purposes of 
                        assuring, to the extent possible, that 
                        such regulations are comparable and 
                        provide for consistent application and 
                        implementation of the applicable 
                        provisions of this section to avoid 
                        providing advantages or imposing 
                        disadvantages to the companies affected 
                        by this subsection and to protect the 
                        safety and soundness of banking 
                        entities and nonbank financial 
                        companies supervised by the Board.
                            ``(iii) Council role.--The 
                        Chairperson of the Financial Stability 
                        Oversight Council shall be responsible 
                        for coordination of the regulations 
                        issued under this section.
    ``(c) Effective Date.--
            ``(1) In general.--Except as provided in paragraphs 
        (2) and (3), this section shall take effect on the 
        earlier of--
                    ``(A) 12 months after the date of the 
                issuance of final rules under subsection (b); 
                or
                    ``(B) 2 years after the date of enactment 
                of this section.
            ``(2) Conformance period for divestiture.--A 
        banking entity or nonbank financial company supervised 
        by the Board shall bring its activities and investments 
        into compliance with the requirements of this section 
        not later than 2 years after the date on which the 
        requirements become effective pursuant to this section 
        or 2 years after the date on which the entity or 
        company becomes a nonbank financial company supervised 
        by the Board. The Board may, by rule or order, extend 
        this two-year period for not more than one year at a 
        time, if, in the judgment of the Board, such an 
        extension is consistent with the purposes of this 
        section and would not be detrimental to the public 
        interest. The extensions made by the Board under the 
        preceding sentence may not exceed an aggregate of 3 
        years.
            ``(3) Extended transition for illiquid funds.--
                    ``(A) Application.--The Board may, upon the 
                application of a banking entity, extend the 
                period during which the banking entity, to the 
                extent necessary to fulfill a contractual 
                obligation that was in effect on May 1, 2010, 
                may take or retain its equity, partnership, or 
                other ownership interest in, or otherwise 
                provide additional capital to, an illiquid 
                fund.
                    ``(B) Time limit on approval.--The Board 
                may grant 1 extension under subparagraph (A), 
                which may not exceed 5 years.
            ``(4) Divestiture required.--Except as otherwise 
        provided in subsection (d)(1)(G), a banking entity may 
        not engage in any activity prohibited under subsection 
        (a)(1)(B) after the earlier of--
                    ``(A) the date on which the contractual 
                obligation to invest in the illiquid fund 
                terminates; and
                    ``(B) the date on which any extensions 
                granted by the Board under paragraph (3) 
                expire.
            ``(5) Additional capital during transition 
        period.--Notwithstanding paragraph (2), on the date on 
        which the rules are issued under subsection (b)(2), the 
        appropriate Federal banking agencies, the Securities 
        and Exchange Commission, and the Commodity Futures 
        Trading Commission shall issue rules, as provided in 
        subsection (b)(2), to impose additional capital 
        requirements, and any other restrictions, as 
        appropriate, on any equity, partnership, or ownership 
        interest in or sponsorship of a hedge fund or private 
        equity fund by a banking entity.
            ``(6) Special rulemaking.--Not later than 6 months 
        after the date of enactment of this section, the Board 
        shall issue rules to implement paragraphs (2) and (3).
    ``(d) Permitted Activities.--
            ``(1) In general.--Notwithstanding the restrictions 
        under subsection (a), to the extent permitted by any 
        other provision of Federal or State law, and subject to 
        the limitations under paragraph (2) and any 
        restrictions or limitations that the appropriate 
        Federal banking agencies, the Securities and Exchange 
        Commission, and the Commodity Futures Trading 
        Commission, may determine, the following activities (in 
        this section referred to as `permitted activities') are 
        permitted:
                    ``(A) The purchase, sale, acquisition, or 
                disposition of obligations of the United States 
                or any agency thereof, obligations, 
                participations, or other instruments of or 
                issued by the Government National Mortgage 
                Association, the Federal National Mortgage 
                Association, the Federal Home Loan Mortgage 
                Corporation, a Federal Home Loan Bank, the 
                Federal Agricultural Mortgage Corporation, or a 
                Farm Credit System institution chartered under 
                and subject to the provisions of the Farm 
                Credit Act of 1971 (12 U.S.C. 2001 et seq.), 
                and obligations of any State or of any 
                political subdivision thereof.
                    ``(B) The purchase, sale, acquisition, or 
                disposition of securities and other instruments 
                described in subsection (h)(4) in connection 
                with underwriting or market-making-related 
                activities, to the extent that any such 
                activities permitted by this subparagraph are 
                designed not to exceed the reasonably expected 
                near term demands of clients, customers, or 
                counterparties.
                    ``(C) Risk-mitigating hedging activities in 
                connection with and related to individual or 
                aggregated positions, contracts, or other 
                holdings of a banking entity that are designed 
                to reduce the specific risks to the banking 
                entity in connection with and related to such 
                positions, contracts, or other holdings.
                    ``(D) The purchase, sale, acquisition, or 
                disposition of securities and other instruments 
                described in subsection (h)(4) on behalf of 
                customers.
                    ``(E) Investments in one or more small 
                business investment companies, as defined in 
                section 102 of the Small Business Investment 
                Act of 1958 (15 U.S.C. 662), investments 
                designed primarily to promote the public 
                welfare, of the type permitted under paragraph 
                (11) of section 5136 of the Revised Statutes of 
                the United States (12 U.S.C. 24), or 
                investments that are qualified rehabilitation 
                expenditures with respect to a qualified 
                rehabilitated building or certified historic 
                structure, as such terms are defined in section 
                47 of the Internal Revenue Code of 1986 or a 
                similar State historic tax credit program.
                    ``(F) The purchase, sale, acquisition, or 
                disposition of securities and other instruments 
                described in subsection (h)(4) by a regulated 
                insurance company directly engaged in the 
                business of insurance for the general account 
                of the company and by any affiliate of such 
                regulated insurance company, provided that such 
                activities by any affiliate are solely for the 
                general account of the regulated insurance 
                company, if--
                            ``(i) the purchase, sale, 
                        acquisition, or disposition is 
                        conducted in compliance with, and 
                        subject to, the insurance company 
                        investment laws, regulations, and 
                        written guidance of the State or 
                        jurisdiction in which each such 
                        insurance company is domiciled; and
                            ``(ii) the appropriate Federal 
                        banking agencies, after consultation 
                        with the Financial Stability Oversight 
                        Council and the relevant insurance 
                        commissioners of the States and 
                        territories of the United States, have 
                        not jointly determined, after notice 
                        and comment, that a particular law, 
                        regulation, or written guidance 
                        described in clause (i) is insufficient 
                        to protect the safety and soundness of 
                        the banking entity, or of the financial 
                        stability of the United States.
                    ``(G) Organizing and offering a private 
                equity or hedge fund, including serving as a 
                general partner, managing member, or trustee of 
                the fund and in any manner selecting or 
                controlling (or having employees, officers, 
                directors, or agents who constitute) a majority 
                of the directors, trustees, or management of 
                the fund, including any necessary expenses for 
                the foregoing, only if--
                            ``(i) the banking entity provides 
                        bona fide trust, fiduciary, or 
                        investment advisory services;
                            ``(ii) the fund is organized and 
                        offered only in connection with the 
                        provision of bona fide trust, 
                        fiduciary, or investment advisory 
                        services and only to persons that are 
                        customers of such services of the 
                        banking entity;
                            ``(iii) the banking entity does not 
                        acquire or retain an equity interest, 
                        partnership interest, or other 
                        ownership interest in the funds except 
                        for a de minimis investment subject to 
                        and in compliance with paragraph (4);
                            ``(iv) the banking entity complies 
                        with the restrictions under paragraphs 
                        (1) and (2) of subparagraph (f);
                            ``(v) the banking entity does not, 
                        directly or indirectly, guarantee, 
                        assume, or otherwise insure the 
                        obligations or performance of the hedge 
                        fund or private equity fund or of any 
                        hedge fund or private equity fund in 
                        which such hedge fund or private equity 
                        fund invests;
                            ``(vi) the banking entity does not 
                        share with the hedge fund or private 
                        equity fund, for corporate, marketing, 
                        promotional, or other purposes, the 
                        same name or a variation of the same 
                        name;
                            ``(vii) no director or employee of 
                        the banking entity takes or retains an 
                        equity interest, partnership interest, 
                        or other ownership interest in the 
                        hedge fund or private equity fund, 
                        except for any director or employee of 
                        the banking entity who is directly 
                        engaged in providing investment 
                        advisory or other services to the hedge 
                        fund or private equity fund; and
                            ``(viii) the banking entity 
                        discloses to prospective and actual 
                        investors in the fund, in writing, that 
                        any losses in such hedge fund or 
                        private equity fund are borne solely by 
                        investors in the fund and not by the 
                        banking entity, and otherwise complies 
                        with any additional rules of the 
                        appropriate Federal banking agencies, 
                        the Securities and Exchange Commission, 
                        or the Commodity Futures Trading 
                        Commission, as provided in subsection 
                        (b)(2), designed to ensure that losses 
                        in such hedge fund or private equity 
                        fund are borne solely by investors in 
                        the fund and not by the banking entity.
                    ``(H) Proprietary trading conducted by a 
                banking entity pursuant to paragraph (9) or 
                (13) of section 4(c), provided that the trading 
                occurs solely outside of the United States and 
                that the banking entity is not directly or 
                indirectly controlled by a banking entity that 
                is organized under the laws of the United 
                States or of one or more States.
                    ``(I) The acquisition or retention of any 
                equity, partnership, or other ownership 
                interest in, or the sponsorship of, a hedge 
                fund or a private equity fund by a banking 
                entity pursuant to paragraph (9) or (13) of 
                section 4(c) solely outside of the United 
                States, provided that no ownership interest in 
                such hedge fund or private equity fund is 
                offered for sale or sold to a resident of the 
                United States and that the banking entity is 
                not directly or indirectly controlled by a 
                banking entity that is organized under the laws 
                of the United States or of one or more States.
                    ``(J) Such other activity as the 
                appropriate Federal banking agencies, the 
                Securities and Exchange Commission, and the 
                Commodity Futures Trading Commission determine, 
                by rule, as provided in subsection (b)(2), 
                would promote and protect the safety and 
                soundness of the banking entity and the 
                financial stability of the United States.
            ``(2) Limitation on permitted activities.--
                    ``(A) In general.--No transaction, class of 
                transactions, or activity may be deemed a 
                permitted activity under paragraph (1) if the 
                transaction, class of transactions, or 
                activity--
                            ``(i) would involve or result in a 
                        material conflict of interest (as such 
                        term shall be defined by rule as 
                        provided in subsection (b)(2)) between 
                        the banking entity and its clients, 
                        customers, or counterparties;
                            ``(ii) would result, directly or 
                        indirectly, in a material exposure by 
                        the banking entity to high-risk assets 
                        or high-risk trading strategies (as 
                        such terms shall be defined by rule as 
                        provided in subsection (b)(2));
                            ``(iii) would pose a threat to the 
                        safety and soundness of such banking 
                        entity; or
                            ``(iv) would pose a threat to the 
                        financial stability of the United 
                        States.
                    ``(B) Rulemaking.--The appropriate Federal 
                banking agencies, the Securities and Exchange 
                Commission, and the Commodity Futures Trading 
                Commission shall issue regulations to implement 
                subparagraph (A), as part of the regulations 
                issued under subsection (b)(2).
            ``(3) Capital and quantitative limitations.--The 
        appropriate Federal banking agencies, the Securities 
        and Exchange Commission, and the Commodity Futures 
        Trading Commission shall, as provided in subsection 
        (b)(2), adopt rules imposing additional capital 
        requirements and quantitative limitations, including 
        diversification requirements, regarding the activities 
        permitted under this section if the appropriate Federal 
        banking agencies, the Securities and Exchange 
        Commission, and the Commodity Futures Trading 
        Commission determine that additional capital and 
        quantitative limitations are appropriate to protect the 
        safety and soundness of banking entities engaged in 
        such activities.
            ``(4) De minimis investment.--
                    ``(A) In general.--A banking entity may 
                make and retain an investment in a hedge fund 
                or private equity fund that the banking entity 
                organizes and offers, subject to the 
                limitations and restrictions in subparagraph 
                (B) for the purposes of--
                            ``(i) establishing the fund and 
                        providing the fund with sufficient 
                        initial equity for investment to permit 
                        the fund to attract unaffiliated 
                        investors; or
                            ``(ii) making a de minimis 
                        investment.
                    ``(B) Limitations and restrictions on 
                investments.--
                            ``(i) Requirement to seek other 
                        investors.--A banking entity shall 
                        actively seek unaffiliated investors to 
                        reduce or dilute the investment of the 
                        banking entity to the amount permitted 
                        under clause (ii).
                            ``(ii) Limitations on size of 
                        investments.--Notwithstanding any other 
                        provision of law, investments by a 
                        banking entity in a hedge fund or 
                        private equity fund shall--
                                    ``(I) not later than 1 year 
                                after the date of establishment 
                                of the fund, be reduced through 
                                redemption, sale, or dilution 
                                to an amount that is not more 
                                than 3 percent of the total 
                                ownership interests of the 
                                fund;
                                    ``(II) be immaterial to the 
                                banking entity, as defined, by 
                                rule, pursuant to subsection 
                                (b)(2), but in no case may the 
                                aggregate of all of the 
                                interests of the banking entity 
                                in all such funds exceed 3 
                                percent of the Tier 1 capital 
                                of the banking entity.
                            ``(iii) Capital.--For purposes of 
                        determining compliance with applicable 
                        capital standards under paragraph (3), 
                        the aggregate amount of the outstanding 
                        investments by a banking entity under 
                        this paragraph, including retained 
                        earnings, shall be deducted from the 
                        assets and tangible equity of the 
                        banking entity, and the amount of the 
                        deduction shall increase commensurate 
                        with the leverage of the hedge fund or 
                        private equity fund.
                    ``(C) Extension.--Upon an application by a 
                banking entity, the Board may extend the period 
                of time to meet the requirements under 
                subparagraph (B)(ii)(I) for 2 additional years, 
                if the Board finds that an extension would be 
                consistent with safety and soundness and in the 
                public interest.
    ``(e) Anti-evasion.--
            ``(1) Rulemaking.--The appropriate Federal banking 
        agencies, the Securities and Exchange Commission, and 
        the Commodity Futures Trading Commission shall issue 
        regulations, as part of the rulemaking provided for in 
        subsection (b)(2), regarding internal controls and 
        recordkeeping, in order to insure compliance with this 
        section.
            ``(2) Termination of activities or investment.--
        Notwithstanding any other provision of law, whenever an 
        appropriate Federal banking agency, the Securities and 
        Exchange Commission, or the Commodity Futures Trading 
        Commission, as appropriate, has reasonable cause to 
        believe that a banking entity or nonbank financial 
        company supervised by the Board under the respective 
        agency's jurisdiction has made an investment or engaged 
        in an activity in a manner that functions as an evasion 
        of the requirements of this section (including through 
        an abuse of any permitted activity) or otherwise 
        violates the restrictions under this section, the 
        appropriate Federal banking agency, the Securities and 
        Exchange Commission, or the Commodity Futures Trading 
        Commission, as appropriate, shall order, after due 
        notice and opportunity for hearing, the banking entity 
        or nonbank financial company supervised by the Board to 
        terminate the activity and, as relevant, dispose of the 
        investment. Nothing in this paragraph shall be 
        construed to limit the inherent authority of any 
        Federal agency or State regulatory authority to further 
        restrict any investments or activities under otherwise 
        applicable provisions of law.
    ``(f) Limitations on Relationships With Hedge Funds and 
Private Equity Funds.--
            ``(1) In general.--No banking entity that serves, 
        directly or indirectly, as the investment manager, 
        investment adviser, or sponsor to a hedge fund or 
        private equity fund, or that organizes and offers a 
        hedge fund or private equity fund pursuant to paragraph 
        (d)(1)(G), and no affiliate of such entity, may enter 
        into a transaction with the fund, or with any other 
        hedge fund or private equity fund that is controlled by 
        such fund, that would be a covered transaction, as 
        defined in section 23A of the Federal Reserve Act (12 
        U.S.C. 371c), with the hedge fund or private equity 
        fund, as if such banking entity and the affiliate 
        thereof were a member bank and the hedge fund or 
        private equity fund were an affiliate thereof.
            ``(2) Treatment as member bank.--A banking entity 
        that serves, directly or indirectly, as the investment 
        manager, investment adviser, or sponsor to a hedge fund 
        or private equity fund, or that organizes and offers a 
        hedge fund or private equity fund pursuant to paragraph 
        (d)(1)(G), shall be subject to section 23B of the 
        Federal Reserve Act (12 U.S.C. 371c-1), as if such 
        banking entity were a member bank and such hedge fund 
        or private equity fund were an affiliate thereof.
            ``(3) Permitted services.--
                    ``(A) In general.--Notwithstanding 
                paragraph (1), the Board may permit a banking 
                entity to enter into any prime brokerage 
                transaction with any hedge fund or private 
                equity fund in which a hedge fund or private 
                equity fund managed, sponsored, or advised by 
                such banking entity has taken an equity, 
                partnership, or other ownership interest, if--
                            ``(i) the banking entity is in 
                        compliance with each of the limitations 
                        set forth in subsection (d)(1)(G) with 
                        regard to a hedge fund or private 
                        equity fund organized and offered by 
                        such banking entity;
                            ``(ii) the chief executive officer 
                        (or equivalent officer) of the banking 
                        entity certifies in writing annually 
                        (with a duty to update the 
                        certification if the information in the 
                        certification materially changes) that 
                        the conditions specified in subsection 
                        (d)(1)(g)(v) are satisfied; and
                            ``(iii) the Board has determined 
                        that such transaction is consistent 
                        with the safe and sound operation and 
                        condition of the banking entity.
                    ``(B) Treatment of prime brokerage 
                transactions.--For purposes of subparagraph 
                (A), a prime brokerage transaction described in 
                subparagraph (A) shall be subject to section 
                23B of the Federal Reserve Act (12 U.S.C. 371c-
                1) as if the counterparty were an affiliate of 
                the banking entity.
            ``(4) Application to nonbank financial companies 
        supervised by the board.--The appropriate Federal 
        banking agencies, the Securities and Exchange 
        Commission, and the Commodity Futures Trading 
        Commission shall adopt rules, as provided in subsection 
        (b)(2), imposing additional capital charges or other 
        restrictions for nonbank financial companies supervised 
        by the Board to address the risks to and conflicts of 
        interest of banking entities described in paragraphs 
        (1), (2), and (3) of this subsection.
    ``(g) Rules of Construction.--
            ``(1) Limitation on contrary authority.--Except as 
        provided in this section, notwithstanding any other 
        provision of law, the prohibitions and restrictions 
        under this section shall apply to activities of a 
        banking entity or nonbank financial company supervised 
        by the Board, even if such activities are authorized 
        for a banking entity or nonbank financial company 
        supervised by the Board.
            ``(2) Sale or securitization of loans.--Nothing in 
        this section shall be construed to limit or restrict 
        the ability of a banking entity or nonbank financial 
        company supervised by the Board to sell or securitize 
        loans in a manner otherwise permitted by law.
            ``(3) Authority of federal agencies and state 
        regulatory authorities.--Nothing in this section shall 
        be construed to limit the inherent authority of any 
        Federal agency or State regulatory authority under 
        otherwise applicable provisions of law.
    ``(h) Definitions.--In this section, the following 
definitions shall apply:
            ``(1) Banking entity.--The term `banking entity' 
        means any insured depository institution (as defined in 
        section 3 of the Federal Deposit Insurance Act (12 
        U.S.C. 1813)), any company that controls an insured 
        depository institution, or that is treated as a bank 
        holding company for purposes of section 8 of the 
        International Banking Act of 1978, and any affiliate or 
        subsidiary of any such entity. For purposes of this 
        paragraph, the term `insured depository institution' 
        does not include an institution that functions solely 
        in a trust or fiduciary capacity, if--
                    ``(A) all or substantially all of the 
                deposits of such institution are in trust funds 
                and are received in a bona fide fiduciary 
                capacity;
                    ``(B) no deposits of such institution which 
                are insured by the Federal Deposit Insurance 
                Corporation are offered or marketed by or 
                through an affiliate of such institution;
                    ``(C) such institution does not accept 
                demand deposits or deposits that the depositor 
                may withdraw by check or similar means for 
                payment to third parties or others or make 
                commercial loans; and
                    ``(D) such institution does not--
                            ``(i) obtain payment or payment 
                        related services from any Federal 
                        Reserve bank, including any service 
                        referred to in section 11A of the 
                        Federal Reserve Act (12 U.S.C. 248a); 
                        or
                            ``(ii) exercise discount or 
                        borrowing privileges pursuant to 
                        section 19(b)(7) of the Federal Reserve 
                        Act (12 U.S.C. 461(b)(7)).
            ``(2) Hedge fund; private equity fund.--The terms 
        `hedge fund' and `private equity fund' mean an issuer 
        that would be an investment company, as defined in the 
        Investment Company Act of 1940 (15 U.S.C. 80a-1 et 
        seq.), but for section 3(c)(1) or 3(c)(7) of that Act, 
        or such similar funds as the appropriate Federal 
        banking agencies, the Securities and Exchange 
        Commission, and the Commodity Futures Trading 
        Commission may, by rule, as provided in subsection 
        (b)(2), determine.
            ``(3) Nonbank financial company supervised by the 
        board.--The term `nonbank financial company supervised 
        by the Board' means a nonbank financial company 
        supervised by the Board of Governors, as defined in 
        section 102 of the Financial Stability Act of 2010.
            ``(4) Proprietary trading.--The term `proprietary 
        trading', when used with respect to a banking entity or 
        nonbank financial company supervised by the Board, 
        means engaging as a principal for the trading account 
        of the banking entity or nonbank financial company 
        supervised by the Board in any transaction to purchase 
        or sell, or otherwise acquire or dispose of, any 
        security, any derivative, any contract of sale of a 
        commodity for future delivery, any option on any such 
        security, derivative, or contract, or any other 
        security or financial instrument that the appropriate 
        Federal banking agencies, the Securities and Exchange 
        Commission, and the Commodity Futures Trading 
        Commission may, by rule as provided in subsection 
        (b)(2), determine.
            ``(5) Sponsor.--The term to `sponsor' a fund 
        means--
                    ``(A) to serve as a general partner, 
                managing member, or trustee of a fund;
                    ``(B) in any manner to select or to control 
                (or to have employees, officers, or directors, 
                or agents who constitute) a majority of the 
                directors, trustees, or management of a fund; 
                or
                    ``(C) to share with a fund, for corporate, 
                marketing, promotional, or other purposes, the 
                same name or a variation of the same name.
            ``(6) Trading account.--The term `trading account' 
        means any account used for acquiring or taking 
        positions in the securities and instruments described 
        in paragraph (4) principally for the purpose of selling 
        in the near term (or otherwise with the intent to 
        resell in order to profit from short-term price 
        movements), and any such other accounts as the 
        appropriate Federal banking agencies, the Securities 
        and Exchange Commission, and the Commodity Futures 
        Trading Commission may, by rule as provided in 
        subsection (b)(2), determine.
            ``(7) Illiquid fund.--
                    ``(A) In general.--The term `illiquid fund' 
                means a hedge fund or private equity fund 
                that--
                            ``(i) as of May 1, 2010, was 
                        principally invested in, or was 
                        invested and contractually committed to 
                        principally invest in, illiquid assets, 
                        such as portfolio companies, real 
                        estate investments, and venture capital 
                        investments; and
                            ``(ii) makes all investments 
                        pursuant to, and consistent with, an 
                        investment strategy to principally 
                        invest in illiquid assets. In issuing 
                        rules regarding this subparagraph, the 
                        Board shall take into consideration the 
                        terms of investment for the hedge fund 
                        or private equity fund, including 
                        contractual obligations, the ability of 
                        the fund to divest of assets held by 
                        the fund, and any other factors that 
                        the Board determines are appropriate.
                    ``(B) Hedge fund.--For the purposes of this 
                paragraph, the term `hedge fund' means any fund 
                identified under subsection (h)(2), and does 
                not include a private equity fund, as such term 
                is used in section 203(m) of the Investment 
                Advisers Act of 1940 (15 U.S.C. 80b-3(m)).''.

SEC. 620. STUDY OF BANK INVESTMENT ACTIVITIES.

    (a) Study.--
            (1) In general.--Not later than 18 months after the 
        date of enactment of this Act, the appropriate Federal 
        banking agencies shall jointly review and prepare a 
        report on the activities that a banking entity, as such 
        term is defined in the Bank Holding Company Act of 1956 
        (12 U.S.C. 1841 et seq.), may engage in under Federal 
        and State law, including activities authorized by 
        statute and by order, interpretation and guidance.
            (2) Content.--In carrying out the study under 
        paragraph (1), the appropriate Federal banking agencies 
        shall review and consider--
                    (A) the type of activities or investments;
                    (B) any financial, operational, managerial, 
                or reputation risks associated with or 
                presented as a result of the banking entity 
                engaged in the activity or making the 
                investment; and
                    (C) risk mitigation activities undertaken 
                by the banking entity with regard to the risks.
    (b) Report and Recommendations to the Council and to 
Congress.--The appropriate Federal banking agencies shall 
submit to the Council, the Committee on Financial Services of 
the House of Representatives, and the Committee on Banking, 
Housing, and Urban Affairs of the Senate the study conducted 
pursuant to subsection (a) no later than 2 months after its 
completion. In addition to the information described in 
subsection (a), the report shall include recommendations 
regarding--
            (1) whether each activity or investment has or 
        could have a negative effect on the safety and 
        soundness of the banking entity or the United States 
        financial system;
            (2) the appropriateness of the conduct of each 
        activity or type of investment by banking entities; and
            (3) additional restrictions as may be necessary to 
        address risks to safety and soundness arising from the 
        activities or types of investments described in 
        subsection (a).

SEC. 621. CONFLICTS OF INTEREST.

    (a) In General.--The Securities Act of 1933 (15 U.S.C. 77a 
et seq.) is amended by inserting after section 27A the 
following:

``SEC. 27B. CONFLICTS OF INTEREST RELATING TO CERTAIN SECURITIZATIONS.

    ``(a) In General.--An underwriter, placement agent, initial 
purchaser, or sponsor, or any affiliate or subsidiary of any 
such entity, of an asset-backed security (as such term is 
defined in section 3 of the Securities and Exchange Act of 1934 
(15 U.S.C. 78c), which for the purposes of this section shall 
include a synthetic asset-backed security), shall not, at any 
time for a period ending on the date that is one year after the 
date of the first closing of the sale of the asset-backed 
security, engage in any transaction that would involve or 
result in any material conflict of interest with respect to any 
investor in a transaction arising out of such activity.
    ``(b) Rulemaking.--Not later than 270 days after the date 
of enactment of this section, the Commission shall issue rules 
for the purpose of implementing subsection (a).
    ``(c) Exception.--The prohibitions of subsection (a) shall 
not apply to--
            ``(1) risk-mitigating hedging activities in 
        connection with positions or holdings arising out of 
        the underwriting, placement, initial purchase, or 
        sponsorship of an asset-backed security, provided that 
        such activities are designed to reduce the specific 
        risks to the underwriter, placement agent, initial 
        purchaser, or sponsor associated with positions or 
        holdings arising out of such underwriting, placement, 
        initial purchase, or sponsorship; or
            ``(2) purchases or sales of asset-backed securities 
        made pursuant to and consistent with--
                    ``(A) commitments of the underwriter, 
                placement agent, initial purchaser, or sponsor, 
                or any affiliate or subsidiary of any such 
                entity, to provide liquidity for the asset-
                backed security, or
                    ``(B) bona fide market-making in the asset 
                backed security.
    ``(d) Rule of Construction.--This subsection shall not 
otherwise limit the application of section 15G of the 
Securities Exchange Act of 1934.''.
    (b) Effective Date.--Section 27B of the Securities Act of 
1933, as added by this section, shall take effect on the 
effective date of final rules issued by the Commission under 
subsection (b) of such section 27B, except that subsections (b) 
and (d) of such section 27B shall take effect on the date of 
enactment of this Act.

SEC. 622. CONCENTRATION LIMITS ON LARGE FINANCIAL FIRMS.

    The Bank Holding Company Act of 1956 (12 U.S.C. 1841 et 
seq.) is amended by adding at the end the following:

``SEC. 14. CONCENTRATION LIMITS ON LARGE FINANCIAL FIRMS.

    ``(a) Definitions.--In this section--
            ``(1) the term `Council' means the Financial 
        Stability Oversight Council;
            ``(2) the term `financial company' means--
                    ``(A) an insured depository institution;
                    ``(B) a bank holding company;
                    ``(C) a savings and loan holding company;
                    ``(D) a company that controls an insured 
                depository institution;
                    ``(E) a nonbank financial company 
                supervised by the Board under title I of the 
                Dodd-Frank Wall Street Reform and Consumer 
                Protection Act; and
                    ``(F) a foreign bank or company that is 
                treated as a bank holding company for purposes 
                of this Act; and
            ``(3) the term `liabilities' means--
                    ``(A) with respect to a United States 
                financial company--
                            ``(i) the total risk-weighted 
                        assets of the financial company, as 
                        determined under the risk-based capital 
                        rules applicable to bank holding 
                        companies, as adjusted to reflect 
                        exposures that are deducted from 
                        regulatory capital; less
                            ``(ii) the total regulatory capital 
                        of the financial company under the 
                        risk-based capital rules applicable to 
                        bank holding companies;
                    ``(B) with respect to a foreign-based 
                financial company--
                            ``(i) the total risk-weighted 
                        assets of the United States operations 
                        of the financial company, as determined 
                        under the applicable risk-based capital 
                        rules, as adjusted to reflect exposures 
                        that are deducted from regulatory 
                        capital; less
                            ``(ii) the total regulatory capital 
                        of the United States operations of the 
                        financial company, as determined under 
                        the applicable risk-based capital 
                        rules; and
                    ``(C) with respect to an insurance company 
                or other nonbank financial company supervised 
                by the Board, such assets of the company as the 
                Board shall specify by rule, in order to 
                provide for consistent and equitable treatment 
                of such companies.
    ``(b) Concentration Limit.--Subject to the recommendations 
by the Council under subsection (e), a financial company may 
not merge or consolidate with, acquire all or substantially all 
of the assets of, or otherwise acquire control of, another 
company, if the total consolidated liabilities of the acquiring 
financial company upon consummation of the transaction would 
exceed 10 percent of the aggregate consolidated liabilities of 
all financial companies at the end of the calendar year 
preceding the transaction.
    ``(c) Exception to Concentration Limit.--With the prior 
written consent of the Board, the concentration limit under 
subsection (b) shall not apply to an acquisition--
            ``(1) of a bank in default or in danger of default;
            ``(2) with respect to which assistance is provided 
        by the Federal Deposit Insurance Corporation under 
        section 13(c) of the Federal Deposit Insurance Act (12 
        U.S.C. 1823(c)); or
            ``(3) that would result only in a de minimis 
        increase in the liabilities of the financial company.
    ``(d) Rulemaking and Guidance.--The Board shall issue 
regulations implementing this section in accordance with the 
recommendations of the Council under subsection (e), including 
the definition of terms, as necessary. The Board may issue 
interpretations or guidance regarding the application of this 
section to an individual financial company or to financial 
companies in general.
    ``(e) Council Study and Rulemaking.--
            ``(1) Study and recommendations.--Not later than 6 
        months after the date of enactment of this section, the 
        Council shall--
                    ``(A) complete a study of the extent to 
                which the concentration limit under this 
                section would affect financial stability, moral 
                hazard in the financial system, the efficiency 
                and competitiveness of United States financial 
                firms and financial markets, and the cost and 
                availability of credit and other financial 
                services to households and businesses in the 
                United States; and
                    ``(B) make recommendations regarding any 
                modifications to the concentration limit that 
                the Council determines would more effectively 
                implement this section.
            ``(2) Rulemaking.--Not later than 9 months after 
        the date of completion of the study under paragraph 
        (1), and notwithstanding subsections (b) and (d), the 
        Board shall issue final regulations implementing this 
        section, which shall reflect any recommendations by the 
        Council under paragraph (1)(B).''.

SEC. 623. INTERSTATE MERGER TRANSACTIONS.

    (a) Interstate Merger Transactions.--Section 18(c) of the 
Federal Deposit Insurance Act (12 U.S.C. 1828(c)) is amended by 
adding at the end the following:
    ``(13)(A) Except as provided in subparagraph (B), the 
responsible agency may not approve an application for an 
interstate merger transaction if the resulting insured 
depository institution (including all insured depository 
institutions which are affiliates of the resulting insured 
depository institution), upon consummation of the transaction, 
would control more than 10 percent of the total amount of 
deposits of insured depository institutions in the United 
States.
    ``(B) Subparagraph (A) shall not apply to an interstate 
merger transaction that involves 1 or more insured depository 
institutions in default or in danger of default, or with 
respect to which the Corporation provides assistance under 
section 13.
    ``(C) In this paragraph--
            ``(i) the term `interstate merger transaction' 
        means a merger transaction involving 2 or more insured 
        depository institutions that have different home States 
        and that are not affiliates; and
            ``(ii) the term `home State' means--
                    ``(I) with respect to a national bank, the 
                State in which the main office of the bank is 
                located;
                    ``(II) with respect to a State bank or 
                State savings association, the State by which 
                the State bank or State savings association is 
                chartered; and
                    ``(III) with respect to a Federal savings 
                association, the State in which the home office 
                (as defined by the regulations of the Director 
                of the Office of Thrift Supervision, or, on and 
                after the transfer date, the Comptroller of the 
                Currency) of the Federal savings association is 
                located.''.
    (b) Acquisitions by Bank Holding Companies.--
            (1) In general.--Section 4 of the Bank Holding 
        Company Act of 1956 (12 U.S.C. 1843) is amended--
                    (A) in subsection (i), by adding at the end 
                the following:
            ``(8) Interstate acquisitions.--
                    ``(A) In general.--The Board may not 
                approve an application by a bank holding 
                company to acquire an insured depository 
                institution under subsection (c)(8) or any 
                other provision of this Act if--
                            ``(i) the home State of such 
                        insured depository institution is a 
                        State other than the home State of the 
                        bank holding company; and
                            ``(ii) the applicant (including all 
                        insured depository institutions which 
                        are affiliates of the applicant) 
                        controls, or upon consummation of the 
                        transaction would control, more than 10 
                        percent of the total amount of deposits 
                        of insured depository institutions in 
                        the United States.
                    ``(B) Exception.--Subparagraph (A) shall 
                not apply to an acquisition that involves an 
                insured depository institution in default or in 
                danger of default, or with respect to which the 
                Federal Deposit Insurance Corporation provides 
                assistance under section 13 of the Federal 
                Deposit Insurance Act (12 U.S.C. 1823).''; and
                    (B) in subsection (k)(6)(B), by striking 
                ``savings association'' and inserting ``insured 
                depository institution''.
            (2) Definitions.--Section 2(o)(4) of the Bank 
        Holding Company Act of 1956 (12 U.S.C. 1841(o)(4)) is 
        amended--
                    (A) in subparagraph (B), by striking 
                ``and'' at the end;
                    (B) in subparagraph (C)(ii), by striking 
                the period at the end and inserting a 
                semicolon; and
                    (C) by adding at the end the following:
                    ``(D) with respect to a State savings 
                association, the State by which the savings 
                association is chartered; and
                    ``(E) with respect to a Federal savings 
                association, the State in which the home office 
                (as defined by the regulations of the Director 
                of the Office of Thrift Supervision, or, on and 
                after the transfer date, the Comptroller of the 
                Currency) of the Federal savings association is 
                located.''.
    (c) Acquisitions by Savings and Loan Holding Companies.--
Section 10(e)(2) of the Home Owners' Loan Act (12 U.S.C. 
1467a(e)(2)) is amended--
            (1) in paragraph (2)--
                    (A) in subparagraph (C), by striking ``or'' 
                at the end;
                    (B) in subparagraph (D), by striking the 
                period at the end and inserting ``, or''; and
                    (C) by adding at the end the following:
                    ``(E) in the case of an application by a 
                savings and loan holding company to acquire an 
                insured depository institution, if--
                            ``(i) the home State of the insured 
                        depository institution is a State other 
                        than the home State of the savings and 
                        loan holding company;
                            ``(ii) the applicant (including all 
                        insured depository institutions which 
                        are affiliates of the applicant) 
                        controls, or upon consummation of the 
                        transaction would control, more than 10 
                        percent of the total amount of deposits 
                        of insured depository institutions in 
                        the United States; and
                            ``(iii) the acquisition does not 
                        involve an insured depository 
                        institution in default or in danger of 
                        default, or with respect to which the 
                        Federal Deposit Insurance Corporation 
                        provides assistance under section 13 of 
                        the Federal Deposit Insurance Act (12 
                        U.S.C. 1823).''; and
            (2) by adding at the end the following:
            ``(7) Definitions.--For purposes of paragraph 
        (2)(E)--
                    ``(A) the terms `default', `in danger of 
                default', and `insured depository institution' 
                have the same meanings as in section 3 of the 
                Federal Deposit Insurance Act (12 U.S.C. 1813); 
                and
                    ``(B) the term `home State' means--
                            ``(i) with respect to a national 
                        bank, the State in which the main 
                        office of the bank is located;
                            ``(ii) with respect to a State bank 
                        or State savings association, the State 
                        by which the savings association is 
                        chartered;
                            ``(iii) with respect to a Federal 
                        savings association, the State in which 
                        the home office (as defined by the 
                        regulations of the Director of the 
                        Office of Thrift Supervision, or, on 
                        and after the transfer date, the 
                        Comptroller of the Currency) of the 
                        Federal savings association is located; 
                        and
                            ``(iv) with respect to a savings 
                        and loan holding company, the State in 
                        which the amount of total deposits of 
                        all insured depository institution 
                        subsidiaries of such company was the 
                        greatest on the date on which the 
                        company became a savings and loan 
                        holding company.''.

SEC. 624. QUALIFIED THRIFT LENDERS.

    Section 10(m)(3) of the Home Owners' Loan Act (12 U.S.C. 
1467a(m)(3)) is amended--
            (1) by striking subparagraph (A) and inserting the 
        following:
                    ``(A) In general.--A savings association 
                that fails to become or remain a qualified 
                thrift lender shall immediately be subject to 
                the restrictions under subparagraph (B).''; and
            (2) in subparagraph (B)(i), by striking subclause 
        (III) and inserting the following:
                                    ``(III) Dividends.--The 
                                savings association may not pay 
                                dividends, except for dividends 
                                that--
                                            ``(aa) would be 
                                        permissible for a 
                                        national bank;
                                            ``(bb) are 
                                        necessary to meet 
                                        obligations of a 
                                        company that controls 
                                        such savings 
                                        association; and
                                            ``(cc) are 
                                        specifically approved 
                                        by the Comptroller of 
                                        the Currency and the 
                                        Board after a written 
                                        request submitted to 
                                        the Comptroller of the 
                                        Currency and the Board 
                                        by the savings 
                                        association not later 
                                        than 30 days before the 
                                        date of the proposed 
                                        payment.
                                    ``(IV) Regulatory 
                                authority.--A savings 
                                association that fails to 
                                become or remain a qualified 
                                thrift lender shall be deemed 
                                to have violated section 5 of 
                                the Home Owners' Loan Act (12 
                                U.S.C. 1464) and subject to 
                                actions authorized by section 
                                5(d) of the Home Owners' Loan 
                                Act (12 U.S.C. 1464(d)).''.

SEC. 625. TREATMENT OF DIVIDENDS BY CERTAIN MUTUAL HOLDING COMPANIES.

    (a) In General.--Section 10(o) of the Home Owners' Loan Act 
(12 U.S.C. 1467a(o) is amended by adding at the end the 
following:
            ``(11) Dividends.--
                    ``(A) Declaration of dividends.--
                            ``(i) Advance notice required.--
                        Each subsidiary of a mutual holding 
                        company that is a savings association 
                        shall give the appropriate Federal 
                        banking agency and the Board notice not 
                        later than 30 days before the date of a 
                        proposed declaration by the board of 
                        directors of the savings association of 
                        any dividend on the guaranty, 
                        permanent, or other nonwithdrawable 
                        stock of the savings association.
                            ``(ii) Invalid dividends.--Any 
                        dividend described in clause (i) that 
                        is declared without giving notice to 
                        the appropriate Federal banking agency 
                        and the Board under clause (i), or that 
                        is declared during the 30-day period 
                        preceding the date of a proposed 
                        declaration for which notice is given 
                        to the appropriate Federal banking 
                        agency and the Board under clause (i), 
                        shall be invalid and shall confer no 
                        rights or benefits upon the holder of 
                        any such stock.
                    ``(B) Waiver of dividends.--A mutual 
                holding company may waive the right to receive 
                any dividend declared by a subsidiary of the 
                mutual holding company, if--
                            ``(i) no insider of the mutual 
                        holding company, associate of an 
                        insider, or tax-qualified or non-tax-
                        qualified employee stock benefit plan 
                        of the mutual holding company holds any 
                        share of the stock in the class of 
                        stock to which the waiver would apply; 
                        or
                            ``(ii) the mutual holding company 
                        gives written notice to the Board of 
                        the intent of the mutual holding 
                        company to waive the right to receive 
                        dividends, not later than 30 days 
                        before the date of the proposed date of 
                        payment of the dividend, and the Board 
                        does not object to the waiver.
                    ``(C) Resolution included in waiver 
                notice.--A notice of a waiver under 
                subparagraph (B) shall include a copy of the 
                resolution of the board of directors of the 
                mutual holding company, in such form and 
                substance as the Board may determine, together 
                with any supporting materials relied upon by 
                the board of directors of the mutual holding 
                company, concluding that the proposed dividend 
                waiver is consistent with the fiduciary duties 
                of the board of directors to the mutual members 
                of the mutual holding company.
                    ``(D) Standards for waiver of dividend.--
                The Board may not object to a waiver of 
                dividends under subparagraph (B) if--
                            ``(i) the waiver would not be 
                        detrimental to the safe and sound 
                        operation of the savings association;
                            ``(ii) the board of directors of 
                        the mutual holding company expressly 
                        determines that a waiver of the 
                        dividend by the mutual holding company 
                        is consistent with the fiduciary duties 
                        of the board of directors to the mutual 
                        members of the mutual holding company; 
                        and
                            ``(iii) the mutual holding company 
                        has, prior to December 1, 2009--
                                    ``(I) reorganized into a 
                                mutual holding company under 
                                subsection (o);
                                    ``(II) issued minority 
                                stock either from its mid-tier 
                                stock holding company or its 
                                subsidiary stock savings 
                                association; and
                                    ``(III) waived dividends it 
                                had a right to receive from the 
                                subsidiary stock savings 
                                association.
                    ``(E) Valuation.--
                            ``(i) In general.--The appropriate 
                        Federal banking agency shall consider 
                        waived dividends in determining an 
                        appropriate exchange ratio in the event 
                        of a full conversion to stock form.
                            ``(ii) Exception.--In the case of a 
                        savings association that has 
                        reorganized into a mutual holding 
                        company, has issued minority stock from 
                        a mid-tier stock holding company or a 
                        subsidiary stock savings association of 
                        the mutual holding company, and has 
                        waived dividends it had a right to 
                        receive from a subsidiary savings 
                        association before December 1, 2009, 
                        the appropriate Federal banking agency 
                        shall not consider waived dividends in 
                        determining an appropriate exchange 
                        ratio in the event of a full conversion 
                        to stock form.''.
    (b) Effective Date.--The amendment made by subsection (a) 
shall take effect on the transfer date.

SEC. 626. INTERMEDIATE HOLDING COMPANIES.

    The Home Owners' Loan Act (12 U.S.C. 1461 et seq.) is 
amended by inserting after section 10 (12 U.S.C. 1467a) the 
following new section:

``SEC. 10A. INTERMEDIATE HOLDING COMPANIES.

    ``(a) Definition.--For purposes of this section:
            ``(1) Financial activities.--The term `financial 
        activities' means activities described in clauses (i) 
        and (ii) of section 10(c)(9)(A).
            ``(2) Grandfathered unitary savings and loan 
        holding company.--The term `grandfathered unitary 
        savings and loan holding company' means a company 
        described in section 10(c)(9)(C).
            ``(3) Internal financial activities.--The term 
        `internal financial activities' includes--
                    ``(A) internal financial activities 
                conducted by a grandfathered savings and loan 
                holding company or any affiliate; and
                    ``(B) internal treasury, investment, and 
                employee benefit functions.
    ``(b) Requirement.--
            ``(1) In general.--
                    ``(A) Activities other than financial 
                activities.--If a grandfathered unitary savings 
                and loan holding company conducts activities 
                other than financial activities, the Board may 
                require such company to establish and conduct 
                all or a portion of such financial activities 
                in or through an intermediate holding company, 
                which shall be a savings and loan holding 
                company, established pursuant to regulations of 
                the Board, not later than 90 days (or such 
                longer period as the Board may deem 
                appropriate) after the transfer date.
                    ``(B) Other activities.--Notwithstanding 
                subparagraph (A), the Board shall require a 
                grandfathered unitary savings and loan holding 
                company to establish an intermediate holding 
                company if the Board makes a determination that 
                the establishment of such intermediate holding 
                company is necessary--
                            ``(i) to appropriately supervise 
                        activities that are determined to be 
                        financial activities; or
                            ``(ii) to ensure that supervision 
                        by the Board does not extend to the 
                        activities of such company that are not 
                        financial activities.
            ``(2) Internal financial activities.--
                    ``(A) Treatment of internal financial 
                activities.--For purposes of this subsection, 
                the internal financial activities of a 
                grandfathered unitary savings and loan holding 
                company shall not be required to be placed in 
                an intermediate holding company.
                    ``(B) Grandfathered activities.--A 
                grandfathered unitary savings and loan holding 
                company may continue to engage in an internal 
                financial activity, subject to review by the 
                Board to determine whether engaging in such 
                activity presents undue risk to the 
                grandfathered unitary savings and loan holding 
                company or to the financial stability of the 
                United States, if--
                            ``(i) the grandfathered unitary 
                        savings and loan holding company 
                        engaged in the activity during the year 
                        before the date of enactment of this 
                        section; and
                            ``(ii) at least \2/3\ of the assets 
                        or \2/3\ of the revenues generated from 
                        the activity are from or attributable 
                        to the grandfathered unitary savings 
                        and loan holding company.
            ``(3) Source of strength.--A grandfathered unitary 
        savings and loan holding company that directly or 
        indirectly controls an intermediate holding company 
        established under this section shall serve as a source 
        of strength to its subsidiary intermediate holding 
        company.
            ``(4) Parent company reports.--The Board, may from 
        time to time, examine and require reports under oath 
        from a grandfathered unitary savings and loan holding 
        company that controls an intermediate holding company, 
        and from the appropriate officers or directors of such 
        company, solely for purposes of ensuring compliance 
        with the provisions of this section, including 
        assessing the ability of the company to serve as a 
        source of strength to its subsidiary intermediate 
        holding company as required under paragraph (3) and 
        enforcing compliance with such requirement.
            ``(5) Limited parent company enforcement.--
                    ``(A) In general.--In addition to any other 
                authority of the Board, the Board may enforce 
                compliance with the provisions of this 
                subsection that are applicable to any company 
                described in paragraph (1)(A) that controls an 
                intermediate holding company under section 8 of 
                the Federal Deposit Insurance Act, and a 
                company described in paragraph (1)(A) shall be 
                subject to such section (solely for purposes of 
                this subparagraph) in the same manner and to 
                the same extent as if the company described in 
                paragraph (1)(A) were a savings and loan 
                holding company.
                    ``(B) Application of other act.--Any 
                violation of this subsection by a grandfathered 
                unitary savings and loan holding company that 
                controls an intermediate holding company may 
                also be treated as a violation of the Federal 
                Deposit Insurance Act for purposes of 
                subparagraph (A).
                    ``(C) No effect on other authority.--No 
                provision of this paragraph shall be construed 
                as limiting any authority of the Board or any