[Congressional Bills 111th Congress]
[From the U.S. Government Publishing Office]
[H.R. 4173 Enrolled Bill (ENR)]

        H.R.4173

                      One Hundred Eleventh Congress

                                 of the

                        United States of America


                          AT THE SECOND SESSION

          Begun and held at the City of Washington on Tuesday,
             the fifth day of January, two thousand and ten


                                 An Act


 
  To promote the financial stability of the United States by improving 
 accountability and transparency in the financial system, to end ``too 
 big to fail'', to protect the American taxpayer by ending bailouts, to 
  protect consumers from abusive financial services practices, and for 
                             other purposes.

    Be it enacted by the Senate and House of Representatives of the 
United States of America in Congress assembled,
SECTION 1. SHORT TITLE; TABLE OF CONTENTS.
    (a) Short Title.--This Act may be cited as the ``Dodd-Frank Wall 
Street Reform and Consumer Protection Act''.
    (b) Table of Contents.--The table of contents for this Act is as 
follows:

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

                      TITLE I--FINANCIAL STABILITY

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

            Subtitle A--Financial Stability Oversight Council

Sec. 111. Financial Stability Oversight Council established.
Sec. 112. Council authority.
Sec. 113. Authority to require supervision and regulation of certain 
          nonbank 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) to 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 effect for insured depository institutions as of the date 
    of enactment of this Act.
        (2) Minimum risk-based capital requirements.--The appropriate 
    Federal banking agencies shall establish minimum risk-based capital 
    requirements on a consolidated basis for insured depository 
    institutions, depository institution holding companies, and nonbank 
    financial companies supervised by the Board of Governors. The 
    minimum risk-based capital requirements established under this 
    paragraph shall not be less than the generally applicable risk-
    based capital 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; amd
        (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 State 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 State 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 lines 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 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 issues 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 other Federal agency under any other provision of 
        law.
    ``(c) Regulations.--The Board--
        ``(1) shall promulgate regulations to establish the criteria 
    for determining whether to require a grandfathered unitary savings 
    and loan holding company 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 parent of such company and its affiliates, as 
    necessary to prevent unsafe and unsound practices in connection 
    with transactions between the intermediate holding company, or any 
    subsidiary thereof, and its parent company or affiliates that are 
    not subsidiaries of the intermediate holding 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.
    ``(d) Rules of Construction.--
        ``(1) Activities.--Nothing in this section shall be construed 
    to require a grandfathered unitary savings and loan holding company 
    to conform its activities to permissible activities.
        ``(2) Permissible corporate reorganization.--The formation of 
    an intermediate holding company as required in subsection (b) shall 
    be presumed to be a permissible corporate reorganization as 
    described in section 10(c)(9)(D).''.
    SEC. 627. INTEREST-BEARING TRANSACTION ACCOUNTS AUTHORIZED.
    (a) Repeal of Prohibition on Payment of Interest on Demand 
Deposits.--
        (1) Federal reserve act.--Section 19(i) of the Federal Reserve 
    Act (12 U.S.C. 371a) is amended to read as follows:
    ``(i) [Repealed]''.
        (2) Home owners' loan act.--The first sentence of section 
    5(b)(1)(B) of the Home Owners' Loan Act (12 U.S.C. 1464(b)(1)(B)) 
    is amended by striking ``savings association may not--'' and all 
    that follows through ``(ii) permit any'' and inserting ``savings 
    association may not permit any''.
        (3) Federal deposit insurance act.--Section 18(g) of the 
    Federal Deposit Insurance Act (12 U.S.C. 1828(g)) is amended to 
    read as follows:
    ``(g) [Repealed]''.
    (b) Effective Date.--The amendments made by subsection (a) shall 
take effect 1 year after the date of the enactment of this Act.
    SEC. 628. CREDIT CARD BANK SMALL BUSINESS LENDING.
    Section 2(c)(2)(F)(v) of the Bank Holding Company Act of 1956 (12 
U.S.C. 1841(c)(2)(F)(v)) is amended by inserting before the period the 
following: ``, other than credit card loans that are made to businesses 
that meet the criteria for a small business concern to be eligible for 
business loans under regulations established by the Small Business 
Administration under part 121 of title 13, Code of Federal 
Regulations''.

         TITLE VII--WALL STREET TRANSPARENCY AND ACCOUNTABILITY

    SEC. 701. SHORT TITLE.
    This title may be cited as the ``Wall Street Transparency and 
Accountability Act of 2010''.

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

                      PART I--REGULATORY AUTHORITY

    SEC. 711. DEFINITIONS.
    In this subtitle, the terms ``prudential regulator'', ``swap'', 
``swap dealer'', ``major swap participant'', ``swap data repository'', 
``associated person of a swap dealer or major swap participant'', 
``eligible contract participant'', ``swap execution facility'', 
``security-based swap'', ``security-based swap dealer'', ``major 
security-based swap participant'', and ``associated person of a 
security-based swap dealer or major security-based swap participant'' 
have the meanings given the terms in section 1a of the Commodity 
Exchange Act (7 U.S.C. 1a), including any modification of the meanings 
under section 721(b) of this Act.
    SEC. 712. REVIEW OF REGULATORY AUTHORITY.
    (a) Consultation.--
        (1) Commodity futures trading commission.--Before commencing 
    any rulemaking or issuing an order regarding swaps, swap dealers, 
    major swap participants, swap data repositories, derivative 
    clearing organizations with regard to swaps, persons associated 
    with a swap dealer or major swap participant, eligible contract 
    participants, or swap execution facilities pursuant to this 
    subtitle, the Commodity Futures Trading Commission shall consult 
    and coordinate to the extent possible with the Securities and 
    Exchange Commission and the prudential regulators for the purposes 
    of assuring regulatory consistency and comparability, to the extent 
    possible.
        (2) Securities and exchange commission.--Before commencing any 
    rulemaking or issuing an order regarding security-based swaps, 
    security-based swap dealers, major security-based swap 
    participants, security-based swap data repositories, clearing 
    agencies with regard to security-based swaps, persons associated 
    with a security-based swap dealer or major security-based swap 
    participant, eligible contract participants with regard to 
    security-based swaps, or security-based swap execution facilities 
    pursuant to subtitle B, the Securities and Exchange Commission 
    shall consult and coordinate to the extent possible with the 
    Commodity Futures Trading Commission and the prudential regulators 
    for the purposes of assuring regulatory consistency and 
    comparability, to the extent possible.
        (3) Procedures and deadline.--Such regulations shall be 
    prescribed in accordance with applicable requirements of title 5, 
    United States Code, and shall be issued in final form not later 
    than 360 days after the date of enactment of this Act.
        (4) Applicability.--The requirements of paragraphs (1) and (2) 
    shall not apply to an order issued--
            (A) in connection with or arising from a violation or 
        potential violation of any provision of the Commodity Exchange 
        Act (7 U.S.C. 1 et seq.);
            (B) in connection with or arising from a violation or 
        potential violation of any provision of the securities laws; or
            (C) in any proceeding that is conducted on the record in 
        accordance with sections 556 and 557 of title 5, United States 
        Code.
        (5) Effect.--Nothing in this subsection authorizes any 
    consultation or procedure for consultation that is not consistent 
    with the requirements of subchapter II of chapter 5, and chapter 7, 
    of title 5, United States Code (commonly known as the 
    ``Administrative Procedure Act'').
        (6) Rules; orders.--In developing and promulgating rules or 
    orders pursuant to this subsection, each Commission shall consider 
    the views of the prudential regulators.
        (7) Treatment of similar products and entities.--
            (A) In general.--In adopting rules and orders under this 
        subsection, the Commodity Futures Trading Commission and the 
        Securities and Exchange Commission shall treat functionally or 
        economically similar products or entities described in 
        paragraphs (1) and (2) in a similar manner.
            (B) Effect.--Nothing in this subtitle requires the 
        Commodity Futures Trading Commission or the Securities and 
        Exchange Commission to adopt joint rules or orders that treat 
        functionally or economically similar products or entities 
        described in paragraphs (1) and (2) in an identical manner.
        (8) Mixed swaps.--The Commodity Futures Trading Commission and 
    the Securities and Exchange Commission, after consultation with the 
    Board of Governors, shall jointly prescribe such regulations 
    regarding mixed swaps, as described in section 1a(47)(D) of the 
    Commodity Exchange Act (7 U.S.C. 1a(47)(D)) and in section 
    3(a)(68)(D) of the Securities Exchange Act of 1934 (15 U.S.C. 
    78c(a)(68)(D)), as may be necessary to carry out the purposes of 
    this title.
    (b) Limitation.--
        (1) Commodity futures trading commission.--Nothing in this 
    title, unless specifically provided, confers jurisdiction on the 
    Commodity Futures Trading Commission to issue a rule, regulation, 
    or order providing for oversight or regulation of--
            (A) security-based swaps; or
            (B) with regard to its activities or functions concerning 
        security-based swaps--
                (i) security-based swap dealers;
                (ii) major security-based swap participants;
                (iii) security-based swap data repositories;
                (iv) associated persons of a security-based swap dealer 
            or major security-based swap participant;
                (v) eligible contract participants with respect to 
            security-based swaps; or
                (vi) swap execution facilities with respect to 
            security-based swaps.
        (2) Securities and exchange commission.--Nothing in this title, 
    unless specifically provided, confers jurisdiction on the 
    Securities and Exchange Commission or State securities regulators 
    to issue a rule, regulation, or order providing for oversight or 
    regulation of--
            (A) swaps; or
            (B) with regard to its activities or functions concerning 
        swaps--
                (i) swap dealers;
                (ii) major swap participants;
                (iii) swap data repositories;
                (iv) persons associated with a swap dealer or major 
            swap participant;
                (v) eligible contract participants with respect to 
            swaps; or
                (vi) swap execution facilities with respect to swaps.
        (3) Prohibition on certain futures associations and national 
    securities associations.--
            (A) Futures associations.--Notwithstanding any other 
        provision of law (including regulations), unless otherwise 
        authorized by this title, no futures association registered 
        under section 17 of the Commodity Exchange Act (7 U.S.C. 21) 
        may issue a rule, regulation, or order for the oversight or 
        regulation of, or otherwise assert jurisdiction over, for any 
        purpose, any security-based swap, except that this subparagraph 
        shall not limit the authority of a registered futures 
        association to examine for compliance with, and enforce, its 
        rules on capital adequacy.
            (B) National securities associations.--Notwithstanding any 
        other provision of law (including regulations), unless 
        otherwise authorized by this title, no national securities 
        association registered under section 15A of the Securities 
        Exchange Act of 1934 (15 U.S.C. 78o-3) may issue a rule, 
        regulation, or order for the oversight or regulation of, or 
        otherwise assert jurisdiction over, for any purpose, any swap, 
        except that this subparagraph shall not limit the authority of 
        a national securities association to examine for compliance 
        with, and enforce, its rules on capital adequacy.
    (c) Objection to Commission Regulation.--
        (1) Filing of petition for review.--
            (A) In general.--If either Commission referred to in this 
        section determines that a final rule, regulation, or order of 
        the other Commission conflicts with subsection (a)(7) or (b), 
        then the complaining Commission may obtain review of the final 
        rule, regulation, or order in the United States Court of 
        Appeals for the District of Columbia Circuit by filing in the 
        court, not later than 60 days after the date of publication of 
        the final rule, regulation, or order, a written petition 
        requesting that the rule, regulation, or order be set aside.
            (B) Expedited proceeding.--A proceeding described in 
        subparagraph (A) shall be expedited by the United States Court 
        of Appeals for the District of Columbia Circuit.
        (2) Transmittal of petition and record.--
            (A) In general.--A copy of a petition described in 
        paragraph (1) shall be transmitted not later than 1 business 
        day after the date of filing by the complaining Commission to 
        the Secretary of the responding Commission.
            (B) Duty of responding commission.--On receipt of the copy 
        of a petition described in paragraph (1), the responding 
        Commission shall file with the United States Court of Appeals 
        for the District of Columbia Circuit--
                (i) a copy of the rule, regulation, or order under 
            review (including any documents referred to therein); and
                (ii) any other materials prescribed by the United 
            States Court of Appeals for the District of Columbia 
            Circuit.
        (3) Standard of review.--The United States Court of Appeals for 
    the District of Columbia Circuit shall--
            (A) give deference to the views of neither Commission; and
            (B) determine to affirm or set aside a rule, regulation, or 
        order of the responding Commission under this subsection, based 
        on the determination of the court as to whether the rule, 
        regulation, or order is in conflict with subsection (a)(7) or 
        (b), as applicable.
        (4) Judicial stay.--The filing of a petition by the complaining 
    Commission pursuant to paragraph (1) shall operate as a stay of the 
    rule, regulation, or order until the date on which the 
    determination of the United States Court of Appeals for the 
    District of Columbia Circuit is final (including any appeal of the 
    determination).
    (d) Joint Rulemaking.--
        (1) In general.--Notwithstanding any other provision of this 
    title and subsections (b) and (c), the Commodity Futures Trading 
    Commission and the Securities and Exchange Commission, in 
    consultation with the Board of Governors, shall further define the 
    terms ``swap'', ``security-based swap'', ``swap dealer'', 
    ``security-based swap dealer'', ``major swap participant'', ``major 
    security-based swap participant'', ``eligible contract 
    participant'', and ``security-based swap agreement'' in section 
    1a(47)(A)(v) of the Commodity Exchange Act (7 U.S.C. 1a(47)(A)(v)) 
    and section 3(a)(78) of the Securities Exchange Act of 1934 (15 
    U.S.C. 78c(a)(78)).
        (2) Authority of the commissions.--
            (A) In general.--Notwithstanding any other provision of 
        this title, the Commodity Futures Trading Commission and the 
        Securities and Exchange Commission, in consultation with the 
        Board of Governors, shall jointly adopt such other rules 
        regarding such definitions as the Commodity Futures Trading 
        Commission and the Securities and Exchange Commission determine 
        are necessary and appropriate, in the public interest, and for 
        the protection of investors.
            (B) Trade repository recordkeeping.--Notwithstanding any 
        other provision of this title, the Commodity Futures Trading 
        Commission and the Securities and Exchange Commission, in 
        consultation with the Board of Governors, shall engage in joint 
        rulemaking to jointly adopt a rule or rules governing the books 
        and records that are required to be kept and maintained 
        regarding security-based swap agreements by persons that are 
        registered as swap data repositories under the Commodity 
        Exchange Act, including uniform rules that specify the data 
        elements that shall be collected and maintained by each 
        repository.
            (C) Books and records.--Notwithstanding any other provision 
        of this title, the Commodity Futures Trading Commission and the 
        Securities and Exchange Commission, in consultation with the 
        Board of Governors, shall engage in joint rulemaking to jointly 
        adopt a rule or rules governing books and records regarding 
        security-based swap agreements, including daily trading 
        records, for swap dealers, major swap participants, security-
        based swap dealers, and security-based swap participants.
            (D) Comparable rules.--Rules and regulations prescribed 
        jointly under this title by the Commodity Futures Trading 
        Commission and the Securities and Exchange Commission shall be 
        comparable to the maximum extent possible, taking into 
        consideration differences in instruments and in the applicable 
        statutory requirements.
            (E) Tracking uncleared transactions.--Any rules prescribed 
        under subparagraph (A) shall require the maintenance of records 
        of all activities relating to security-based swap agreement 
        transactions defined under subparagraph (A) that are not 
        cleared.
            (F) Sharing of information.--The Commodity Futures Trading 
        Commission shall make available to the Securities and Exchange 
        Commission information relating to security-based swap 
        agreement transactions defined in subparagraph (A) that are not 
        cleared.
        (3) Financial stability oversight council.--In the event that 
    the Commodity Futures Trading Commission and the Securities and 
    Exchange Commission fail to jointly prescribe rules pursuant to 
    paragraph (1) or (2) in a timely manner, at the request of either 
    Commission, the Financial Stability Oversight Council shall resolve 
    the dispute--
            (A) within a reasonable time after receiving the request;
            (B) after consideration of relevant information provided by 
        each Commission; and
            (C) by agreeing with 1 of the Commissions regarding the 
        entirety of the matter or by determining a compromise position.
        (4) Joint interpretation.--Any interpretation of, or guidance 
    by either Commission regarding, a provision of this title, shall be 
    effective only if issued jointly by the Commodity Futures Trading 
    Commission and the Securities and Exchange Commission, after 
    consultation with the Board of Governors, if this title requires 
    the Commodity Futures Trading Commission and the Securities and 
    Exchange Commission to issue joint regulations to implement the 
    provision.
    (e) Global Rulemaking Timeframe.--Unless otherwise provided in this 
title, or an amendment made by this title, the Commodity Futures 
Trading Commission or the Securities and Exchange Commission, or both, 
shall individually, and not jointly, promulgate rules and regulations 
required of each Commission under this title or an amendment made by 
this title not later than 360 days after the date of enactment of this 
Act.
    (f) Rules and Registration Before Final Effective Dates.--Beginning 
on the date of enactment of this Act and notwithstanding the effective 
date of any provision of this Act, the Commodity Futures Trading 
Commission and the Securities and Exchange Commission may, in order to 
prepare for the effective dates of the provisions of this Act--
        (1) promulgate rules, regulations, or orders permitted or 
    required by this Act;
        (2) conduct studies and prepare reports and recommendations 
    required by this Act;
        (3) register persons under the provisions of this Act; and
        (4) exempt persons, agreements, contracts, or transactions from 
    provisions of this Act, under the terms contained in this Act,
provided, however, that no action by the Commodity Futures Trading 
Commission or the Securities and Exchange Commission described in 
paragraphs (1) through (4) shall become effective prior to the 
effective date applicable to such action under the provisions of this 
Act.
    SEC. 713. PORTFOLIO MARGINING CONFORMING CHANGES.
    (a) Securities Exchange Act of 1934.--Section 15(c)(3) of the 
Securities Exchange Act of 1934 (15 U.S.C. 78o(c)(3)) is amended by 
adding at the end the following:
            ``(C) Notwithstanding any provision of sections 
        2(a)(1)(C)(i) or 4d(a)(2) of the Commodity Exchange Act and the 
        rules and regulations thereunder, and pursuant to an exemption 
        granted by the Commission under section 36 of this title or 
        pursuant to a rule or regulation, cash and securities may be 
        held by a broker or dealer registered pursuant to subsection 
        (b)(1) and also registered as a futures commission merchant 
        pursuant to section 4f(a)(1) of the Commodity Exchange Act, in 
        a portfolio margining account carried as a futures account 
        subject to section 4d of the Commodity Exchange Act and the 
        rules and regulations thereunder, pursuant to a portfolio 
        margining program approved by the Commodity Futures Trading 
        Commission, and subject to subchapter IV of chapter 7 of title 
        11 of the United States Code and the rules and regulations 
        thereunder. The Commission shall consult with the Commodity 
        Futures Trading Commission to adopt rules to ensure that such 
        transactions and accounts are subject to comparable 
        requirements to the extent practicable for similar products.''.
    (b) Commodity Exchange Act.--Section 4d of the Commodity Exchange 
Act (7 U.S.C. 6d) is amended by adding at the end the following:
    ``(h) Notwithstanding subsection (a)(2) or the rules and 
regulations thereunder, and pursuant to an exemption granted by the 
Commission under section 4(c) of this Act or pursuant to a rule or 
regulation, a futures commission merchant that is registered pursuant 
to section 4f(a)(1) of this Act and also registered as a broker or 
dealer pursuant to section 15(b)(1) of the Securities Exchange Act of 
1934 may, pursuant to a portfolio margining program approved by the 
Securities and Exchange Commission pursuant to section 19(b) of the 
Securities Exchange Act of 1934, hold in a portfolio margining account 
carried as a securities account subject to section 15(c)(3) of the 
Securities Exchange Act of 1934 and the rules and regulations 
thereunder, a contract for the purchase or sale of a commodity for 
future delivery or an option on such a contract, and any money, 
securities or other property received from a customer to margin, 
guarantee or secure such a contract, or accruing to a customer as the 
result of such a contract. The Commission shall consult with the 
Securities and Exchange Commission to adopt rules to ensure that such 
transactions and accounts are subject to comparable requirements to the 
extent practical for similar products.''.
    (c) Duty of Commodity Futures Trading Commission.--Section 20 of 
the Commodity Exchange Act (7 U.S.C. 24) is amended by adding at the 
end the following:
    ``(c) The Commission shall exercise its authority to ensure that 
securities held in a portfolio margining account carried as a futures 
account are customer property and the owners of those accounts are 
customers for the purposes of subchapter IV of chapter 7 of title 11 of 
the United States Code.''.
    SEC. 714. ABUSIVE SWAPS.
    The Commodity Futures Trading Commission or the Securities and 
Exchange Commission, or both, individually may, by rule or order--
        (1) collect information as may be necessary concerning the 
    markets for any types of--
            (A) swap (as defined in section 1a of the Commodity 
        Exchange Act (7 U.S.C. 1a)); or
            (B) security-based swap (as defined in section 1a of the 
        Commodity Exchange Act (7 U.S.C. 1a)); and
        (2) issue a report with respect to any types of swaps or 
    security-based swaps that the Commodity Futures Trading Commission 
    or the Securities and Exchange Commission determines to be 
    detrimental to--
            (A) the stability of a financial market; or
            (B) participants in a financial market.
    SEC. 715. AUTHORITY TO PROHIBIT PARTICIPATION IN SWAP ACTIVITIES.
    Except as provided in section 4 of the Commodity Exchange Act (7 
U.S.C. 6), if the Commodity Futures Trading Commission or the 
Securities and Exchange Commission determines that the regulation of 
swaps or security-based swaps markets in a foreign country undermines 
the stability of the United States financial system, either Commission, 
in consultation with the Secretary of the Treasury, may prohibit an 
entity domiciled in the foreign country from participating in the 
United States in any swap or security-based swap activities.
    SEC. 716. PROHIBITION AGAINST FEDERAL GOVERNMENT BAILOUTS OF SWAPS 
      ENTITIES.
    (a) Prohibition on Federal Assistance.--Notwithstanding any other 
provision of law (including regulations), no Federal assistance may be 
provided to any swaps entity with respect to any swap, security-based 
swap, or other activity of the swaps entity.
    (b) Definitions.--In this section:
        (1) Federal assistance.--The term ``Federal assistance'' means 
    the use of any advances from any Federal Reserve credit facility or 
    discount window that is not part of a program or facility with 
    broad-based eligibility under section 13(3)(A) of the Federal 
    Reserve Act, Federal Deposit Insurance Corporation insurance or 
    guarantees for the purpose of--
            (A) making any loan to, or purchasing any stock, equity 
        interest, or debt obligation of, any swaps entity;
            (B) purchasing the assets of any swaps entity;
            (C) guaranteeing any loan or debt issuance of any swaps 
        entity; or
            (D) entering into any assistance arrangement (including tax 
        breaks), loss sharing, or profit sharing with any swaps entity.
        (2) Swaps entity.--
            (A) In general.--The term ``swaps entity'' means any swap 
        dealer, security-based swap dealer, major swap participant, 
        major security-based swap participant, that is registered 
        under--
                (i) the Commodity Exchange Act (7 U.S.C. 1 et seq.); or
                (ii) the Securities Exchange Act of 1934 (15 U.S.C. 78a 
            et seq.).
            (B) Exclusion.--The term ``swaps entity'' does not include 
        any major swap participant or major security-based swap 
        participant that is an insured depository institution.
    (c) Affiliates of Insured Depository Institutions.--The prohibition 
on Federal assistance contained in subsection (a) does not apply to and 
shall not prevent an insured depository institution from having or 
establishing an affiliate which is a swaps entity, as long as such 
insured depository institution is part of a bank holding company, or 
savings and loan holding company, that is supervised by the Federal 
Reserve and such swaps entity affiliate complies with sections 23A and 
23B of the Federal Reserve Act and such other requirements as the 
Commodity Futures Trading Commission or the Securities Exchange 
Commission, as appropriate, and the Board of Governors of the Federal 
Reserve System, may determine to be necessary and appropriate.
    (d) Only Bona Fide Hedging and Traditional Bank Activities 
Permitted.--The prohibition in subsection (a) shall apply to any 
insured depository institution unless the insured depository 
institution limits its swap or security-based swap activities to:
        (1) Hedging and other similar risk mitigating activities 
    directly related to the insured depository institution's 
    activities.
        (2) Acting as a swaps entity for swaps or security-based swaps 
    involving rates or reference assets that are permissible for 
    investment by a national bank under the paragraph designated as 
    ``Seventh.'' of section 5136 of the Revised Statutes of the United 
    States ( 12 U.S.C. 24), other than as described in paragraph (3).
        (3) Limitation on credit default swaps.--Acting as a swaps 
    entity for credit default swaps, including swaps or security-based 
    swaps referencing the credit risk of asset-backed securities as 
    defined in section 3(a)(77) of the Securities Exchange Act of 1934 
    (15 U.S.C. 78c(a)(77)) (as amended by this Act) shall not be 
    considered a bank permissible activity for purposes of subsection 
    (d)(2) unless such swaps or security-based swaps are cleared by a 
    derivatives clearing organization (as such term is defined in 
    section la of the Commodity Exchange Act (7 U.S.C. la)) or a 
    clearing agency (as such term is defined in section 3 of the 
    Securities Exchange Act (15 U.S.C. 78c)) that is registered, or 
    exempt from registration, as a derivatives clearing organization 
    under the Commodity Exchange Act or as a clearing agency under the 
    Securities Exchange Act, respectively.
    (e) Existing Swaps and Security-based Swaps.--The prohibition in 
subsection (a) shall only apply to swaps or security-based swaps 
entered into by an insured depository institution after the end of the 
transition period described in subsection (f).
    (f) Transition Period.--To the extent an insured depository 
institution qualifies as a ``swaps entity'' and would be subject to the 
Federal assistance prohibition in subsection (a), the appropriate 
Federal banking agency, after consulting with and considering the views 
of the Commodity Futures Trading Commission or the Securities Exchange 
Commission, as appropriate, shall permit the insured depository 
institution up to 24 months to divest the swaps entity or cease the 
activities that require registration as a swaps entity. In establishing 
the appropriate transition period to effect such divestiture or 
cessation of activities, which may include making the swaps entity an 
affiliate of the insured depository institution, the appropriate 
Federal banking agency shall take into account and make written 
findings regarding the potential impact of such divestiture or 
cessation of activities on the insured depository institution's (1) 
mortgage lending, (2) small business lending, (3) job creation, and (4) 
capital formation versus the potential negative impact on insured 
depositors and the Deposit Insurance Fund of the Federal Deposit 
Insurance Corporation. The appropriate Federal banking agency may 
consider such other factors as may be appropriate. The appropriate 
Federal banking agency may place such conditions on the insured 
depository institution's divestiture or ceasing of activities of the 
swaps entity as it deems necessary and appropriate. The transition 
period under this subsection may be extended by the appropriate Federal 
banking agency, after consultation with the Commodity Futures Trading 
Commission and the Securities and Exchange Commission, for a period of 
up to 1 additional year.
    (g) Excluded Entities.--For purposes of this section, the term 
``swaps entity'' shall not include any insured depository institution 
under the Federal Deposit Insurance Act or a covered financial company 
under title II which is in a conservatorship, receivership, or a bridge 
bank operated by the Federal Deposit Insurance Corporation.
    (h) Effective Date.--The prohibition in subsection (a) shall be 
effective 2 years following the date on which this Act is effective.
    (i) Liquidation Required.--
        (1) In general.--
            (A) FDIC insured institutions.--All swaps entities that are 
        FDIC insured institutions that are put into receivership or 
        declared insolvent as a result of swap or security-based swap 
        activity of the swaps entities shall be subject to the 
        termination or transfer of that swap or security-based swap 
        activity in accordance with applicable law prescribing the 
        treatment of those contracts. No taxpayer funds shall be used 
        to prevent the receivership of any swap entity resulting from 
        swap or security-based swap activity of the swaps entity.
            (B) Institutions that pose a systemic risk and are subject 
        to heightened prudential supervision as regulated under section 
        113.--All swaps entities that are institutions that pose a 
        systemic risk and are subject to heightened prudential 
        supervision as regulated under section 113, that are put into 
        receivership or declared insolvent as a result of swap or 
        security-based swap activity of the swaps entities shall be 
        subject to the termination or transfer of that swap or 
        security-based swap activity in accordance with applicable law 
        prescribing the treatment of those contracts. No taxpayer funds 
        shall be used to prevent the receivership of any swap entity 
        resulting from swap or security-based swap activity of the 
        swaps entity.
            (C) Non-FDIC insured, non-systemically significant 
        institutions not subject to heightened prudential supervision 
        as regulated under section 113.--No taxpayer resources shall be 
        used for the orderly liquidation of any swaps entities that are 
        non-FDIC insured, non-systemically significant institutions not 
        subject to heightened prudential supervision as regulated under 
        section 113.
        (2) Recovery of funds.--All funds expended on the termination 
    or transfer of the swap or security-based swap activity of the 
    swaps entity shall be recovered in accordance with applicable law 
    from the disposition of assets of such swap entity or through 
    assessments, including on the financial sector as provided under 
    applicable law.
        (3) No losses to taxpayers.--Taxpayers shall bear no losses 
    from the exercise of any authority under this title.
    (j) Prohibition on Unregulated Combination of Swaps Entities and 
Banking.--At no time following adoption of the rules in subsection (k) 
may a bank or bank holding company be permitted to be or become a swap 
entity unless it conducts its swap or security-based swap activity in 
compliance with such minimum standards set by its prudential regulator 
as are reasonably calculated to permit the swaps entity to conduct its 
swap or security-based swap activities in a safe and sound manner and 
mitigate systemic risk.
    (k) Rules.--In prescribing rules, the prudential regulator for a 
swaps entity shall consider the following factors:
        (1) The expertise and managerial strength of the swaps entity, 
    including systems for effective oversight.
        (2) The financial strength of the swaps entity.
        (3) Systems for identifying, measuring and controlling risks 
    arising from the swaps entity's operations.
        (4) Systems for identifying, measuring and controlling the 
    swaps entity's participation in existing markets.
        (5) Systems for controlling the swaps entity's participation or 
    entry into in new markets and products.
    (l) Authority of the Financial Stability Oversight Council.--The 
Financial Stability Oversight Council may determine that, when other 
provisions established by this Act are insufficient to effectively 
mitigate systemic risk and protect taxpayers, that swaps entities may 
no longer access Federal assistance with respect to any swap, security-
based swap, or other activity of the swaps entity. Any such 
determination by the Financial Stability Oversight Council of a 
prohibition of federal assistance shall be made on an institution-by-
institution basis, and shall require the vote of not fewer than two-
thirds of the members of the Financial Stability Oversight Council, 
which must include the vote by the Chairman of the Council, the 
Chairman of the Board of Governors of the Federal Reserve System, and 
the Chairperson of the Federal Deposit Insurance Corporation. Notice 
and hearing requirements for such determinations shall be consistent 
with the standards provided in title I.
    (m) Ban on Proprietary Trading in Derivatives.--An insured 
depository institution shall comply with the prohibition on proprietary 
trading in derivatives as required by section 619 of the Dodd-Frank 
Wall Street Reform and Consumer Protection Act.
    SEC. 717. NEW PRODUCT APPROVAL CFTC--SEC PROCESS.
    (a) Amendments to the Commodity Exchange Act.--Section 2(a)(1)(C) 
of the Commodity Exchange Act (7 U.S.C. 2(a)(1)(C)) is amended--
        (1) in clause (i) by striking ``This'' and inserting ``(I) 
    Except as provided in subclause (II), this''; and
        (2) by adding at the end of clause (i) the following:

                    ``(II) This Act shall apply to and the Commission 
                shall have jurisdiction with respect to accounts, 
                agreements, and transactions involving, and may permit 
                the listing for trading pursuant to section 5c(c) of, a 
                put, call, or other option on 1 or more securities (as 
                defined in section 2(a)(1) of the Securities Act of 
                1933 or section 3(a)(10) of the Securities Exchange Act 
                of 1934 on the date of enactment of the Futures Trading 
                Act of 1982), including any group or index of such 
                securities, or any interest therein or based on the 
                value thereof, that is exempted by the Securities and 
                Exchange Commission pursuant to section 36(a)(1) of the 
                Securities Exchange Act of 1934 with the condition that 
                the Commission exercise concurrent jurisdiction over 
                such put, call, or other option; provided, however, 
                that nothing in this paragraph shall be construed to 
                affect the jurisdiction and authority of the Securities 
                and Exchange Commission over such put, call, or other 
                option.''.

    (b) Amendments to the Securities Exchange Act of 1934.--The 
Securities Exchange Act of 1934 is amended by adding the following 
section after section 3A (15 U.S.C. 78c-1):
  ``SEC. 3B. SECURITIES-RELATED DERIVATIVES.
    ``(a) Any agreement, contract, or transaction (or class thereof) 
that is exempted by the Commodity Futures Trading Commission pursuant 
to section 4(c)(1) of the Commodity Exchange Act (7 U.S.C. 6(c)(1)) 
with the condition that the Commission exercise concurrent jurisdiction 
over such agreement, contract, or transaction (or class thereof) shall 
be deemed a security for purposes of the securities laws.
    ``(b) With respect to any agreement, contract, or transaction (or 
class thereof) that is exempted by the Commodity Futures Trading 
Commission pursuant to section 4(c)(1) of the Commodity Exchange Act (7 
U.S.C. 6(c)(1)) with the condition that the Commission exercise 
concurrent jurisdiction over such agreement, contract, or transaction 
(or class thereof), references in the securities laws to the `purchase' 
or `sale' of a security shall be deemed to include the execution, 
termination (prior to its scheduled maturity date), assignment, 
exchange, or similar transfer or conveyance of, or extinguishing of 
rights or obligations under such agreement, contract, or transaction, 
as the context may require.''.
    (c) Amendment to Securities Exchange Act of 1934.--Section 19(b) of 
the Securities Exchange Act of 1934 (15 U.S.C. 78s(b)) is amended by 
adding at the end the following:
        ``(10) Notwithstanding paragraph (2), the time period within 
    which the Commission is required by order to approve a proposed 
    rule change or institute proceedings to determine whether the 
    proposed rule change should be disapproved is stayed pending a 
    determination by the Commission upon the request of the Commodity 
    Futures Trading Commission or its Chairman that the Commission 
    issue a determination as to whether a product that is the subject 
    of such proposed rule change is a security pursuant to section 718 
    of the Wall Street Transparency and Accountability Act of 2010.''.
    (d) Amendment to Commodity Exchange Act.--Section 5c(c)(1) of the 
Commodity Exchange Act (7 U.S.C. 7a-2(c)(1)) is amended--
        (1) by striking ``Subject to paragraph (2)'' and inserting the 
    following:
            ``(A) Election.--Subject to paragraph (2)''; and
        (2) by adding at the end the following:
            ``(B) Certification.--The certification of a product 
        pursuant to this paragraph shall be stayed pending a 
        determination by the Commission upon the request of the 
        Securities and Exchange Commission or its Chairman that the 
        Commission issue a determination as to whether the product that 
        is the subject of such certification is a contract of sale of a 
        commodity for future delivery, an option on such a contract, or 
        an option on a commodity pursuant to section 718 of the Wall 
        Street Transparency and Accountability Act of 2010.''.
    SEC. 718. DETERMINING STATUS OF NOVEL DERIVATIVE PRODUCTS.
    (a) Process for Determining the Status of a Novel Derivative 
Product.--
        (1) Notice.--
            (A) In general.--Any person filing a proposal to list or 
        trade a novel derivative product that may have elements of both 
        securities and contracts of sale of a commodity for future 
        delivery (or options on such contracts or options on 
        commodities) may concurrently provide notice and furnish a copy 
        of such filing with the Securities and Exchange Commission and 
        the Commodity Futures Trading Commission. Any such notice shall 
        state that notice has been made with both Commissions.
            (B) Notification.--If no concurrent notice is made pursuant 
        to subparagraph (A), within 5 business days after determining 
        that a proposal that seeks to list or trade a novel derivative 
        product may have elements of both securities and contracts of 
        sale of a commodity for future delivery (or options on such 
        contracts or options on commodities), the Securities and 
        Exchange Commission or the Commodity Futures Trading 
        Commission, as applicable, shall notify the other Commission 
        and provide a copy of such filing to the other Commission.
        (2) Request for determination.--
            (A) In general.--No later than 21 days after receipt of a 
        notice under paragraph (1), or upon its own initiative if no 
        such notice is received, the Commodity Futures Trading 
        Commission may request that the Securities and Exchange 
        Commission issue a determination as to whether a product is a 
        security, as defined in section 3(a)(10) of the Securities 
        Exchange Act of 1934 (15 U.S.C. 78c(a)(10)).
            (B) Request.--No later than 21 days after receipt of a 
        notice under paragraph (1), or upon its own initiative if no 
        such notice is received, the Securities and Exchange Commission 
        may request that the Commodity Futures Trading Commission issue 
        a determination as to whether a product is a contract of sale 
        of a commodity for future delivery, an option on such a 
        contract, or an option on a commodity subject to the Commodity 
        Futures Trading Commission's exclusive jurisdiction under 
        section 2(a)(1)(A) of the Commodity Exchange Act (7 U.S.C. 
        2(a)(1)(A)).
            (C) Requirement relating to request.--A request under 
        subparagraph (A) or (B) shall be made by submitting such 
        request, in writing, to the Securities and Exchange Commission 
        or the Commodity Futures Trading Commission, as applicable.
            (D) Effect.--Nothing in this paragraph shall be construed 
        to prevent--
                (i) the Commodity Futures Trading Commission from 
            requesting that the Securities and Exchange Commission 
            grant an exemption pursuant to section 36(a)(1) of the 
            Securities Exchange Act of 1934 (15 U.S.C. 78mm(a)(1)) with 
            respect to a product that is the subject of a filing under 
            paragraph (1); or
                (ii) the Securities and Exchange Commission from 
            requesting that the Commodity Futures Trading Commission 
            grant an exemption pursuant to section 4(c)(1) of the 
            Commodity Exchange Act (7 U.S.C. 6(c)(1)) with respect to a 
            product that is the subject of a filing under paragraph 
            (1),
        Provided, however, that nothing in this subparagraph shall be 
        construed to require the Commodity Futures Trading Commission 
        or the Securities and Exchange Commission to issue an exemption 
        requested pursuant to this subparagraph; provided further, That 
        an order granting or denying an exemption described in this 
        subparagraph and issued under paragraph (3)(B) shall not be 
        subject to judicial review pursuant to subsection (b).
            (E) Withdrawal of request.--A request under subparagraph 
        (A) or (B) may be withdrawn by the Commission making the 
        request at any time prior to a determination being made 
        pursuant to paragraph (3) for any reason by providing written 
        notice to the head of the other Commission.
        (3) Determination.--Notwithstanding any other provision of law, 
    no later than 120 days after the date of receipt of a request--
            (A) under subparagraph (A) or (B) of paragraph (2), unless 
        such request has been withdrawn pursuant to paragraph (2)(E), 
        the Securities and Exchange Commission or the Commodity Futures 
        Trading Commission, as applicable, shall, by order, issue the 
        determination requested in subparagraph (A) or (B) of paragraph 
        (2), as applicable, and the reasons therefor; or
            (B) under paragraph (2)(D), unless such request has been 
        withdrawn, the Securities and Exchange Commission or the 
        Commodity Futures Trading Commission, as applicable, shall 
        grant an exemption or provide reasons for not granting such 
        exemption, provided that any decision by the Securities and 
        Exchange Commission not to grant such exemption shall not be 
        reviewable under section 25 of the Securities Exchange Act of 
        1934 (15 U.S.C. 78y).
    (b) Judicial Resolution.--
        (1) In general.--The Commodity Futures Trading Commission or 
    the Securities and Exchange Commission may petition the United 
    States Court of Appeals for the District of Columbia Circuit for 
    review of a final order of the other Commission issued pursuant to 
    subsection (a)(3)(A), with respect to a novel derivative product 
    that may have elements of both securities and contracts of sale of 
    a commodity for future delivery (or options on such contracts or 
    options on commodities) that it believes affects its statutory 
    jurisdiction within 60 days after the date of entry of such order, 
    a written petition requesting a review of the order. Any such 
    proceeding shall be expedited by the Court of Appeals.
        (2) Transmittal of petition and record.--A copy of a petition 
    described in paragraph (1) shall be transmitted not later than 1 
    business day after filing by the complaining Commission to the 
    responding Commission. On receipt of the petition, the responding 
    Commission shall file with the court a copy of the order under 
    review and any documents referred to therein, and any other 
    materials prescribed by the court.
        (3) Standard of review.--The court, in considering a petition 
    filed pursuant to paragraph (1), shall give no deference to, or 
    presumption in favor of, the views of either Commission.
        (4) Judicial stay.--The filing of a petition by the complaining 
    Commission pursuant to paragraph (1) shall operate as a stay of the 
    order, until the date on which the determination of the court is 
    final (including any appeal of the determination).
    SEC. 719. STUDIES.
    (a) Study on Effects of Position Limits on Trading on Exchanges in 
the United States.--
        (1) Study.--The Commodity Futures Trading Commission, in 
    consultation with each entity that is a designated contract market 
    under the Commodity Exchange Act, shall conduct a study of the 
    effects (if any) of the position limits imposed pursuant to the 
    other provisions of this title on excessive speculation and on the 
    movement of transactions from exchanges in the United States to 
    trading venues outside the United States.
        (2) Report to the congress.--Within 12 months after the 
    imposition of position limits pursuant to the other provisions of 
    this title, the Commodity Futures Trading Commission, in 
    consultation with each entity that is a designated contract market 
    under the Commodity Exchange Act, shall submit to the Congress a 
    report on the matters described in paragraph (1).
        (3) Required hearing.--Within 30 legislative days after the 
    submission to the Congress of the report described in paragraph 
    (2), the Committee on Agriculture of the House of Representatives 
    shall hold a hearing examining the findings of the report.
        (4) Biennial reporting.--In addition to the study required in 
    paragraph (1), the Chairman of the Commodity Futures Trading 
    Commission shall prepare and submit to the Congress biennial 
    reports on the growth or decline of the derivatives markets in the 
    United States and abroad, which shall include assessments of the 
    causes of any such growth or decline, the effectiveness of 
    regulatory regimes in managing systemic risk, a comparison of the 
    costs of compliance at the time of the report for market 
    participants subject to regulation by the United States with the 
    costs of compliance in December 2008 for the market participants, 
    and the quality of the available data. In preparing the report, the 
    Chairman shall solicit the views of, consult with, and address the 
    concerns raised by, market participants, regulators, legislators, 
    and other interested parties.
    (b) Study on Feasibility of Requiring Use of Standardized 
Algorithmic Descriptions for Financial Derivatives.--
        (1) In general.--The Securities and Exchange Commission and the 
    Commodity Futures Trading Commission shall conduct a joint study of 
    the feasibility of requiring the derivatives industry to adopt 
    standardized computer-readable algorithmic descriptions which may 
    be used to describe complex and standardized financial derivatives.
        (2) Goals.--The algorithmic descriptions defined in the study 
    shall be designed to facilitate computerized analysis of individual 
    derivative contracts and to calculate net exposures to complex 
    derivatives. The algorithmic descriptions shall be optimized for 
    simultaneous use by--
            (A) commercial users and traders of derivatives;
            (B) derivative clearing houses, exchanges and electronic 
        trading platforms;
            (C) trade repositories and regulator investigations of 
        market activities; and
            (D) systemic risk regulators.
    The study will also examine the extent to which the algorithmic 
    description, together with standardized and extensible legal 
    definitions, may serve as the binding legal definition of 
    derivative contracts. The study will examine the logistics of 
    possible implementations of standardized algorithmic descriptions 
    for derivatives contracts. The study shall be limited to electronic 
    formats for exchange of derivative contract descriptions and will 
    not contemplate disclosure of proprietary valuation models.
        (3) International coordination.--In conducting the study, the 
    Securities and Exchange Commission and the Commodity Futures 
    Trading Commission shall coordinate the study with international 
    financial institutions and regulators as appropriate and practical.
        (4) Report.--Within 8 months after the date of the enactment of 
    this Act, the Securities and Exchange Commission and the Commodity 
    Futures Trading Commission shall jointly submit to the Committees 
    on Agriculture and on Financial Services of the House of 
    Representatives and the Committees on Agriculture, Nutrition, and 
    Forestry and on Banking, Housing, and Urban Affairs of the Senate a 
    written report which contains the results of the study required by 
    paragraphs (1) through (3).
    (c) International Swap Regulation.--
        (1) In general.--The Commodity Futures Trading Commission and 
    the Securities and Exchange Commission shall jointly conduct a 
    study--
            (A) relating to--
                (i) swap regulation in the United States, Asia, and 
            Europe; and
                (ii) clearing house and clearing agency regulation in 
            the United States, Asia, and Europe; and
            (B) that identifies areas of regulation that are similar in 
        the United States, Asia and Europe and other areas of 
        regulation that could be harmonized
        (2) Report.--Not later than 18 months after the date of 
    enactment of this Act, the Commodity Futures Trading Commission and 
    the Securities and Exchange Commission shall submit to the 
    Committee on Agriculture, Nutrition, and Forestry and the Committee 
    on Banking, Housing, and Urban Affairs of the Senate and the 
    Committee on Agriculture and the Committee on Financial Services of 
    the House of Representatives a report that includes a description 
    of the results of the study under subsection (a), including--
            (A) identification of the major exchanges and their 
        regulator in each geographic area for the trading of swaps and 
        security-based swaps including a listing of the major contracts 
        and their trading volumes and notional values as well as 
        identification of the major swap dealers participating in such 
        markets;
            (B) identification of the major clearing houses and 
        clearing agencies and their regulator in each geographic area 
        for the clearing of swaps and security-based swaps, including a 
        listing of the major contracts and the clearing volumes and 
        notional values as well as identification of the major clearing 
        members of such clearing houses and clearing agencies in such 
        markets;
            (C) a description of the comparative methods of clearing 
        swaps in the United States, Asia, and Europe; and
            (D) a description of the various systems used for 
        establishing margin on individual swaps, security-based swaps, 
        and swap portfolios.
    (d) Stable Value Contracts.--
        (1) Determination.--
            (A) Status.--Not later than 15 months after the date of the 
        enactment of this Act, the Securities and Exchange Commission 
        and the Commodity Futures Trading Commission shall, jointly, 
        conduct a study to determine whether stable value contracts 
        fall within the definition of a swap. In making the 
        determination required under this subparagraph, the Commissions 
        jointly shall consult with the Department of Labor, the 
        Department of the Treasury, and the State entities that 
        regulate the issuers of stable value contracts.
            (B) Regulations.--If the Commissions determine that stable 
        value contracts fall within the definition of a swap, the 
        Commissions jointly shall determine if an exemption for stable 
        value contracts from the definition of swap is appropriate and 
        in the public interest. The Commissions shall issue regulations 
        implementing the determinations required under this paragraph. 
        Until the effective date of such regulations, and 
        notwithstanding any other provision of this title, the 
        requirements of this title shall not apply to stable value 
        contracts.
            (C) Legal certainty.--Stable value contracts in effect 
        prior to the effective date of the regulations described in 
        subparagraph (B) shall not be considered swaps.
        (2) Definition.--For purposes of this subsection, the term 
    ``stable value contract'' means any contract, agreement, or 
    transaction that provides a crediting interest rate and guaranty or 
    financial assurance of liquidity at contract or book value prior to 
    maturity offered by a bank, insurance company, or other State or 
    federally regulated financial institution for the benefit of any 
    individual or commingled fund available as an investment in an 
    employee benefit plan (as defined in section 3(3) of the Employee 
    Retirement Income Security Act of 1974, including plans described 
    in section 3(32) of such Act) subject to participant direction, an 
    eligible deferred compensation plan (as defined in section 457(b) 
    of the Internal Revenue Code of 1986) that is maintained by an 
    eligible employer described in section 457(e)(1)(A) of such Code, 
    an arrangement described in section 403(b) of such Code, or a 
    qualified tuition program (as defined in section 529 of such Code).
    SEC. 720. MEMORANDUM.
    (a)(1) The Commodity Futures Trading Commission and the Federal 
Energy Regulatory Commission shall, not later than 180 days after the 
date of the enactment of this Act, negotiate a memorandum of 
understanding to establish procedures for--
        (A) applying their respective authorities in a manner so as to 
    ensure effective and efficient regulation in the public interest;
        (B) resolving conflicts concerning overlapping jurisdiction 
    between the 2 agencies; and
        (C) avoiding, to the extent possible, conflicting or 
    duplicative regulation.
    (2) Such memorandum and any subsequent amendments to the memorandum 
shall be promptly submitted to the appropriate committees of Congress.
    (b) The Commodity Futures Trading Commission and the Federal Energy 
Regulatory Commission shall, not later than 180 days after the date of 
the enactment of this section, negotiate a memorandum of understanding 
to share information that may be requested where either Commission is 
conducting an investigation into potential manipulation, fraud, or 
market power abuse in markets subject to such Commission's regulation 
or oversight. Shared information shall remain subject to the same 
restrictions on disclosure applicable to the Commission initially 
holding the information.

                  PART II--REGULATION OF SWAP MARKETS

    SEC. 721. DEFINITIONS.
    (a) In General.--Section 1a of the Commodity Exchange Act (7 U.S.C. 
1a) is amended--
        (1) by redesignating paragraphs (2), (3) and (4), (5) through 
    (17), (18) through (23), (24) through (28), (29), (30), (31) 
    through (33), and (34) as paragraphs (6), (8) and (9), (11) through 
    (23), (26) through (31), (34) through (38), (40), (41), (44) 
    through (46), and (51), respectively;
        (2) by inserting after paragraph (1) the following:
        ``(2) Appropriate federal banking agency.--The term 
    `appropriate Federal banking agency'--
            ``(A) has the meaning given the term in section 3 of the 
        Federal Deposit Insurance Act (12 U.S.C. 1813);
            ``(B) means the Board in the case of a noninsured State 
        bank; and
            ``(C) is the Farm Credit Administration for farm credit 
        system institutions.
        ``(3) Associated person of a security-based swap dealer or 
    major security-based swap participant.--The term `associated person 
    of a security-based swap dealer or major security-based swap 
    participant' has the meaning given the term in section 3(a) of the 
    Securities Exchange Act of 1934 (15 U.S.C. 78c(a)).
        ``(4) Associated person of a swap dealer or major swap 
    participant.--
            ``(A) In general.--The term `associated person of a swap 
        dealer or major swap participant' means a person who is 
        associated with a swap dealer or major swap participant as a 
        partner, officer, employee, or agent (or any person occupying a 
        similar status or performing similar functions), in any 
        capacity that involves--
                ``(i) the solicitation or acceptance of swaps; or
                ``(ii) the supervision of any person or persons so 
            engaged.
            ``(B) Exclusion.--Other than for purposes of section 
        4s(b)(6), the term `associated person of a swap dealer or major 
        swap participant' does not include any person associated with a 
        swap dealer or major swap participant the functions of which 
        are solely clerical or ministerial.
        ``(5) Board.--The term `Board' means the Board of Governors of 
    the Federal Reserve System.'';
        (3) by inserting after paragraph (6) (as redesignated by 
    paragraph (1)) the following:
        ``(7) Cleared swap.--The term `cleared swap' means any swap 
    that is, directly or indirectly, submitted to and cleared by a 
    derivatives clearing organization registered with the 
    Commission.'';
        (4) in paragraph (9) (as redesignated by paragraph (1)), by 
    striking ``except onions'' and all that follows through the period 
    at the end and inserting the following: ``except onions (as 
    provided by the first section of Public Law 85-839 (7 U.S.C. 13-1)) 
    and motion picture box office receipts (or any index, measure, 
    value, or data related to such receipts), and all services, rights, 
    and interests (except motion picture box office receipts, or any 
    index, measure, value or data related to such receipts) in which 
    contracts for future delivery are presently or in the future dealt 
    in.'';
        (5) by inserting after paragraph (9) (as redesignated by 
    paragraph (1)) the following:
        ``(10) Commodity pool.--
            ``(A) In general.--The term `commodity pool' means any 
        investment trust, syndicate, or similar form of enterprise 
        operated for the purpose of trading in commodity interests, 
        including any--
                ``(i) commodity for future delivery, security futures 
            product, or swap;
                ``(ii) agreement, contract, or transaction described in 
            section 2(c)(2)(C)(i) or section 2(c)(2)(D)(i);
                ``(iii) commodity option authorized under section 4c; 
            or
                ``(iv) leverage transaction authorized under section 
            19.
            ``(B) Further definition.--The Commission, by rule or 
        regulation, may include within, or exclude from, the term 
        `commodity pool' any investment trust, syndicate, or similar 
        form of enterprise if the Commission determines that the rule 
        or regulation will effectuate the purposes of this Act.'';
        (6) by striking paragraph (11) (as redesignated by paragraph 
    (1)) and inserting the following:
        ``(11) Commodity pool operator.--
            ``(A) In general.--The term `commodity pool operator' means 
        any person--
                ``(i) engaged in a business that is of the nature of a 
            commodity pool, investment trust, syndicate, or similar 
            form of enterprise, and who, in connection therewith, 
            solicits, accepts, or receives from others, funds, 
            securities, or property, either directly or through capital 
            contributions, the sale of stock or other forms of 
            securities, or otherwise, for the purpose of trading in 
            commodity interests, including any--

                    ``(I) commodity for future delivery, security 
                futures product, or swap;
                    ``(II) agreement, contract, or transaction 
                described in section 2(c)(2)(C)(i) or section 
                2(c)(2)(D)(i);
                    ``(III) commodity option authorized under section 
                4c; or
                    ``(IV) leverage transaction authorized under 
                section 19; or

                ``(ii) who is registered with the Commission as a 
            commodity pool operator.
            ``(B) Further definition.--The Commission, by rule or 
        regulation, may include within, or exclude from, the term 
        `commodity pool operator' any person engaged in a business that 
        is of the nature of a commodity pool, investment trust, 
        syndicate, or similar form of enterprise if the Commission 
        determines that the rule or regulation will effectuate the 
        purposes of this Act.'';
        (7) in paragraph (12) (as redesignated by paragraph (1)), in 
    subparagraph (A)--
            (A) in clause (i)--
                (i) in subclause (I), by striking ``made or to be made 
            on or subject to the rules of a contract market or 
            derivatives transaction execution facility'' and inserting 
            ``, security futures product, or swap'';
                (ii) by redesignating subclauses (II) and (III) as 
            subclauses (III) and (IV);
                (iii) by inserting after subclause (I) the following:

                    ``(II) any agreement, contract, or transaction 
                described in section 2(c)(2)(C)(i) or section 
                2(c)(2)(D)(i)''; and

                (iv) in subclause (IV) (as so redesignated), by 
            striking ``or'';
            (B) in clause (ii), by striking the period at the end and 
        inserting a semicolon; and
            (C) by adding at the end the following:
                ``(iii) is registered with the Commission as a 
            commodity trading advisor; or
                ``(iv) the Commission, by rule or regulation, may 
            include if the Commission determines that the rule or 
            regulation will effectuate the purposes of this Act.'';
        (8) in paragraph (17) (as redesignated by paragraph (1)), in 
    subparagraph (A), in the matter preceding clause (i), by striking 
    ``paragraph (12)(A)'' and inserting ``paragraph (18)(A)'';
        (9) in paragraph (18) (as redesignated by paragraph (1))--
            (A) in subparagraph (A)--
                (i) in the matter following clause (vii)(III)--

                    (I) by striking ``section 1a (11)(A)'' and 
                inserting ``paragraph (17)(A)''; and
                    (II) by striking ``$25,000,000'' and inserting 
                ``$50,000,000''; and

                (ii) in clause (xi), in the matter preceding subclause 
            (I), by striking ``total assets in an amount'' and 
            inserting ``amounts invested on a discretionary basis, the 
            aggregate of which is'';
        (10) by striking paragraph (22) (as redesignated by paragraph 
    (1)) and inserting the following:
        ``(22) Floor broker.--
            ``(A) In general.--The term `floor broker' means any 
        person--
                ``(i) who, in or surrounding any pit, ring, post, or 
            other place provided by a contract market for the meeting 
            of persons similarly engaged, shall purchase or sell for 
            any other person--

                    ``(I) any commodity for future delivery, security 
                futures product, or swap; or
                    ``(II) any commodity option authorized under 
                section 4c; or

                ``(ii) who is registered with the Commission as a floor 
            broker.
            ``(B) Further definition.--The Commission, by rule or 
        regulation, may include within, or exclude from, the term 
        `floor broker' any person in or surrounding any pit, ring, 
        post, or other place provided by a contract market for the 
        meeting of persons similarly engaged who trades for any other 
        person if the Commission determines that the rule or regulation 
        will effectuate the purposes of this Act.'';
        (11) by striking paragraph (23) (as redesignated by paragraph 
    (1)) and inserting the following:
        ``(23) Floor trader.--
            ``(A) In general.--The term `floor trader' means any 
        person--
                ``(i) who, in or surrounding any pit, ring, post, or 
            other place provided by a contract market for the meeting 
            of persons similarly engaged, purchases, or sells solely 
            for such person's own account--

                    ``(I) any commodity for future delivery, security 
                futures product, or swap; or
                    ``(II) any commodity option authorized under 
                section 4c; or

                ``(ii) who is registered with the Commission as a floor 
            trader.
            ``(B) Further definition.--The Commission, by rule or 
        regulation, may include within, or exclude from, the term 
        `floor trader' any person in or surrounding any pit, ring, 
        post, or other place provided by a contract market for the 
        meeting of persons similarly engaged who trades solely for such 
        person's own account if the Commission determines that the rule 
        or regulation will effectuate the purposes of this Act.'';
        (12) by inserting after paragraph (23) (as redesignated by 
    paragraph (1)) the following:
        ``(24) Foreign exchange forward.--The term `foreign exchange 
    forward' means a transaction that solely involves the exchange of 2 
    different currencies on a specific future date at a fixed rate 
    agreed upon on the inception of the contract covering the exchange.
        ``(25) Foreign exchange swap.--The term `foreign exchange swap' 
    means a transaction that solely involves--
            ``(A) an exchange of 2 different currencies on a specific 
        date at a fixed rate that is agreed upon on the inception of 
        the contract covering the exchange; and
            ``(B) a reverse exchange of the 2 currencies described in 
        subparagraph (A) at a later date and at a fixed rate that is 
        agreed upon on the inception of the contract covering the 
        exchange.'';
        (13) by striking paragraph (28) (as redesignated by paragraph 
    (1)) and inserting the following:
        ``(28) Futures commission merchant.--
            ``(A) In general.--The term `futures commission merchant' 
        means an individual, association, partnership, corporation, or 
        trust--
                ``(i) that--

                    ``(I) is--

                        ``(aa) engaged in soliciting or in accepting 
                    orders for--
                            ``(AA) the purchase or sale of a commodity 
                        for future delivery;
                            ``(BB) a security futures product;
                            ``(CC) a swap;
                            ``(DD) any agreement, contract, or 
                        transaction described in section 2(c)(2)(C)(i) 
                        or section 2(c)(2)(D)(i);
                            ``(EE) any commodity option authorized 
                        under section 4c; or
                            ``(FF) any leverage transaction authorized 
                        under section 19; or
                        ``(bb) acting as a counterparty in any 
                    agreement, contract, or transaction described in 
                    section 2(c)(2)(C)(i) or section 2(c)(2)(D)(i); and

                    ``(II) in or in connection with the activities 
                described in items (aa) or (bb) of subclause (I), 
                accepts any money, securities, or property (or extends 
                credit in lieu thereof) to margin, guarantee, or secure 
                any trades or contracts that result or may result 
                therefrom; or

                ``(ii) that is registered with the Commission as a 
            futures commission merchant.
            ``(B) Further definition.--The Commission, by rule or 
        regulation, may include within, or exclude from, the term 
        `futures commission merchant' any person who engages in 
        soliciting or accepting orders for, or acting as a counterparty 
        in, any agreement, contract, or transaction subject to this 
        Act, and who accepts any money, securities, or property (or 
        extends credit in lieu thereof) to margin, guarantee, or secure 
        any trades or contracts that result or may result therefrom, if 
        the Commission determines that the rule or regulation will 
        effectuate the purposes of this Act.'';
        (14) in paragraph (30) (as redesignated by paragraph (1)), in 
    subparagraph (B), by striking ``state'' and inserting ``State'';
        (15) by striking paragraph (31) (as redesignated by paragraph 
    (1)) and inserting the following:
        ``(31) Introducing broker.--
            ``(A) In general.--The term `introducing broker' means any 
        person (except an individual who elects to be and is registered 
        as an associated person of a futures commission merchant)--
                ``(i) who--

                    ``(I) is engaged in soliciting or in accepting 
                orders for--

                        ``(aa) the purchase or sale of any commodity 
                    for future delivery, security futures product, or 
                    swap;
                        ``(bb) any agreement, contract, or transaction 
                    described in section 2(c)(2)(C)(i) or section 
                    2(c)(2)(D)(i);
                        ``(cc) any commodity option authorized under 
                    section 4c; or
                        ``(dd) any leverage transaction authorized 
                    under section 19; and

                    ``(II) does not accept any money, securities, or 
                property (or extend credit in lieu thereof) to margin, 
                guarantee, or secure any trades or contracts that 
                result or may result therefrom; or

                ``(ii) who is registered with the Commission as an 
            introducing broker.
            ``(B) Further definition.--The Commission, by rule or 
        regulation, may include within, or exclude from, the term 
        `introducing broker' any person who engages in soliciting or 
        accepting orders for any agreement, contract, or transaction 
        subject to this Act, and who does not accept any money, 
        securities, or property (or extend credit in lieu thereof) to 
        margin, guarantee, or secure any trades or contracts that 
        result or may result therefrom, if the Commission determines 
        that the rule or regulation will effectuate the purposes of 
        this Act.'';
        (16) by inserting after paragraph (31) (as redesignated by 
    paragraph (1)) the following:
        ``(32) Major security-based swap participant.--The term `major 
    security-based swap participant' has the meaning given the term in 
    section 3(a) of the Securities Exchange Act of 1934 (15 U.S.C. 
    78c(a)).
        ``(33) Major swap participant.--
            ``(A) In general.--The term `major swap participant' means 
        any person who is not a swap dealer, and--
                ``(i) maintains a substantial position in swaps for any 
            of the major swap categories as determined by the 
            Commission, excluding--

                    ``(I) positions held for hedging or mitigating 
                commercial risk; and
                    ``(II) positions maintained by any employee benefit 
                plan (or any contract held by such a plan) as defined 
                in paragraphs (3) and (32) of section 3 of the Employee 
                Retirement Income Security Act of 1974 (29 U.S.C. 1002) 
                for the primary purpose of hedging or mitigating any 
                risk directly associated with the operation of the 
                plan;

                ``(ii) whose outstanding swaps create substantial 
            counterparty exposure that could have serious adverse 
            effects on the financial stability of the United States 
            banking system or financial markets; or
                ``(iii)(I) is a financial entity that is highly 
            leveraged relative to the amount of capital it holds and 
            that is not subject to capital requirements established by 
            an appropriate Federal banking agency; and
                ``(II) maintains a substantial position in outstanding 
            swaps in any major swap category as determined by the 
            Commission.
            ``(B) Definition of substantial position.--For purposes of 
        subparagraph (A), the Commission shall define by rule or 
        regulation the term `substantial position' at the threshold 
        that the Commission determines to be prudent for the effective 
        monitoring, management, and oversight of entities that are 
        systemically important or can significantly impact the 
        financial system of the United States. In setting the 
        definition under this subparagraph, the Commission shall 
        consider the person's relative position in uncleared as opposed 
        to cleared swaps and may take into consideration the value and 
        quality of collateral held against counterparty exposures.
            ``(C) Scope of designation.--For purposes of subparagraph 
        (A), a person may be designated as a major swap participant for 
        1 or more categories of swaps without being classified as a 
        major swap participant for all classes of swaps.
            ``(D) Exclusions.--The definition under this paragraph 
        shall not include an entity whose primary business is providing 
        financing, and uses derivatives for the purpose of hedging 
        underlying commercial risks related to interest rate and 
        foreign currency exposures, 90 percent or more of which arise 
        from financing that facilitates the purchase or lease of 
        products, 90 percent or more of which are manufactured by the 
        parent company or another subsidiary of the parent company.'';
        (17) by inserting after paragraph (38) (as redesignated by 
    paragraph (1)) the following:
        ``(39) Prudential regulator.--The term `prudential regulator' 
    means--
            ``(A) the Board in the case of a swap dealer, major swap 
        participant, security-based swap dealer, or major security-
        based swap participant that is--
                ``(i) a State-chartered bank that is a member of the 
            Federal Reserve System;
                ``(ii) a State-chartered branch or agency of a foreign 
            bank;
                ``(iii) any foreign bank which does not operate an 
            insured branch;
                ``(iv) any organization operating under section 25A of 
            the Federal Reserve Act or having an agreement with the 
            Board under section 225 of the Federal Reserve Act;
                ``(v) any bank holding company (as defined in section 2 
            of the Bank Holding Company Act of 1965 (12 U.S.C. 1841)), 
            any foreign bank (as defined in section 1(b)(7) of the 
            International Banking Act of 1978 (12 U.S.C. 3101(b)(7)) 
            that is treated as a bank holding company under section 
            8(a) of the International Banking Act of 1978 (12 U.S.C. 
            3106(a)), and any subsidiary of such a company or foreign 
            bank (other than a subsidiary that is described in 
            subparagraph (A) or (B) or that is required to be 
            registered with the Commission as a swap dealer or major 
            swap participant under this Act or with the Securities and 
            Exchange Commission as a security-based swap dealer or 
            major security-based swap participant);
                ``(vi) after the transfer date (as defined in section 
            311 of the Dodd-Frank Wall Street Reform and Consumer 
            Protection Act), any savings and loan holding company (as 
            defined in section 10 of the Home Owners' Loan Act (12 
            U.S.C. 1467a)) and any subsidiary of such company (other 
            than a subsidiary that is described in subparagraph (A) or 
            (B) or that is required to be registered as a swap dealer 
            or major swap participant with the Commission under this 
            Act or with the Securities and Exchange Commission as a 
            security-based swap dealer or major security-based swap 
            participant); or
                ``(vii) any organization operating under section 25A of 
            the Federal Reserve Act (12U.S.C. 611 et seq.) or having an 
            agreement with the Board under section 25 of the Federal 
            Reserve Act (12 U.S.C. 601 et seq.);
            ``(B) the Office of the Comptroller of the Currency in the 
        case of a swap dealer, major swap participant, security-based 
        swap dealer, or major security-based swap participant that is--
                ``(i) a national bank;
                ``(ii) a federally chartered branch or agency of a 
            foreign bank; or
                ``(iii) any Federal savings association;
            ``(C) the Federal Deposit Insurance Corporation in the case 
        of a swap dealer, major swap participant, security-based swap 
        dealer, or major security-based swap participant that is--
                ``(i) a State-chartered bank that is not a member of 
            the Federal Reserve System; or
                ``(ii) any State savings association;
            ``(D) the Farm Credit Administration, in the case of a swap 
        dealer, major swap participant, security-based swap dealer, or 
        major security-based swap participant that is an institution 
        chartered under the Farm Credit Act of 1971 (12 U.S.C. 2001 et 
        seq.); and
            ``(E) the Federal Housing Finance Agency in the case of a 
        swap dealer, major swap participant, security-based swap 
        dealer, or major security-based swap participant that is a 
        regulated entity (as such term is defined in section 1303 of 
        the Federal Housing Enterprises Financial Safety and Soundness 
        Act of 1992).'';
        (18) in paragraph (40) (as redesignated by paragraph (1))--
            (A) by striking subparagraph (B);
            (B) by redesignating subparagraphs (C), (D), and (E) as 
        subparagraphs (B), (C), and (F), respectively;
            (C) in subparagraph (C) (as so redesignated), by striking 
        ``and''; and
            (D) by inserting after subparagraph (C) (as so 
        redesignated) the following:
            ``(D) a swap execution facility registered under section 
        5h;
            ``(E) a swap data repository registered under section 21; 
        and'';
        (19) by inserting after paragraph (41) (as redesignated by 
    paragraph (1)) the following:
        ``(42) Security-based swap.--The term `security-based swap' has 
    the meaning given the term in section 3(a) of the Securities 
    Exchange Act of 1934 (15 U.S.C. 78c(a)).
        ``(43) Security-based swap dealer.--The term `security-based 
    swap dealer' has the meaning given the term in section 3(a) of the 
    Securities Exchange Act of 1934 (15 U.S.C. 78c(a)).'';
        (20) in paragraph (46) (as redesignated by paragraph (1)), by 
    striking ``subject to section 2(h)(7)'' and inserting ``subject to 
    section 2(h)(5)'';
        (21) by inserting after paragraph (46) (as redesignated by 
    paragraph (1)) the following:
        ``(47) Swap.--
            ``(A) In general.--Except as provided in subparagraph (B), 
        the term `swap' means any agreement, contract, or transaction--
                ``(i) that is a put, call, cap, floor, collar, or 
            similar option of any kind that is for the purchase or 
            sale, or based on the value, of 1 or more interest or other 
            rates, currencies, commodities, securities, instruments of 
            indebtedness, indices, quantitative measures, or other 
            financial or economic interests or property of any kind;
                ``(ii) that provides for any purchase, sale, payment, 
            or delivery (other than a dividend on an equity security) 
            that is dependent on the occurrence, nonoccurrence, or the 
            extent of the occurrence of an event or contingency 
            associated with a potential financial, economic, or 
            commercial consequence;
                ``(iii) that provides on an executory basis for the 
            exchange, on a fixed or contingent basis, of 1 or more 
            payments based on the value or level of 1 or more interest 
            or other rates, currencies, commodities, securities, 
            instruments of indebtedness, indices, quantitative 
            measures, or other financial or economic interests or 
            property of any kind, or any interest therein or based on 
            the value thereof, and that transfers, as between the 
            parties to the transaction, in whole or in part, the 
            financial risk associated with a future change in any such 
            value or level without also conveying a current or future 
            direct or indirect ownership interest in an asset 
            (including any enterprise or investment pool) or liability 
            that incorporates the financial risk so transferred, 
            including any agreement, contract, or transaction commonly 
            known as--

                    ``(I) an interest rate swap;
                    ``(II) a rate floor;
                    ``(III) a rate cap;
                    ``(IV) a rate collar;
                    ``(V) a cross-currency rate swap;
                    ``(VI) a basis swap;
                    ``(VII) a currency swap;
                    ``(VIII) a foreign exchange swap;
                    ``(IX) a total return swap;
                    ``(X) an equity index swap;
                    ``(XI) an equity swap;
                    ``(XII) a debt index swap;
                    ``(XIII) a debt swap;
                    ``(XIV) a credit spread;
                    ``(XV) a credit default swap;
                    ``(XVI) a credit swap;
                    ``(XVII) a weather swap;
                    ``(XVIII) an energy swap;
                    ``(XIX) a metal swap;
                    ``(XX) an agricultural swap;
                    ``(XXI) an emissions swap; and
                    ``(XXII) a commodity swap;

                ``(iv) that is an agreement, contract, or transaction 
            that is, or in the future becomes, commonly known to the 
            trade as a swap;
                ``(v) including any security-based swap agreement which 
            meets the definition of `swap agreement' as defined in 
            section 206A of the Gramm-Leach-Bliley Act (15 U.S.C. 78c 
            note) of which a material term is based on the price, 
            yield, value, or volatility of any security or any group or 
            index of securities, or any interest therein; or
                ``(vi) that is any combination or permutation of, or 
            option on, any agreement, contract, or transaction 
            described in any of clauses (i) through (v).
            ``(B) Exclusions.--The term `swap' does not include--
                ``(i) any contract of sale of a commodity for future 
            delivery (or option on such a contract), leverage contract 
            authorized under section 19, security futures product, or 
            agreement, contract, or transaction described in section 
            2(c)(2)(C)(i) or section 2(c)(2)(D)(i);
                ``(ii) any sale of a nonfinancial commodity or security 
            for deferred shipment or delivery, so long as the 
            transaction is intended to be physically settled;
                ``(iii) any put, call, straddle, option, or privilege 
            on any security, certificate of deposit, or group or index 
            of securities, including any interest therein or based on 
            the value thereof, that is subject to--

                    ``(I) the Securities Act of 1933 (15 U.S.C. 77a et 
                seq.); and
                    ``(II) the Securities Exchange Act of 1934 (15 
                U.S.C. 78a et seq.);

                ``(iv) any put, call, straddle, option, or privilege 
            relating to a foreign currency entered into on a national 
            securities exchange registered pursuant to section 6(a) of 
            the Securities Exchange Act of 1934 (15 U.S.C. 78f(a));
                ``(v) any agreement, contract, or transaction providing 
            for the purchase or sale of 1 or more securities on a fixed 
            basis that is subject to--

                    ``(I) the Securities Act of 1933 (15 U.S.C. 77a et 
                seq.); and
                    ``(II) the Securities Exchange Act of 1934 (15 
                U.S.C. 78a et seq.);

                ``(vi) any agreement, contract, or transaction 
            providing for the purchase or sale of 1 or more securities 
            on a contingent basis that is subject to the Securities Act 
            of 1933 (15 U.S.C. 77a et seq.) and the Securities Exchange 
            Act of 1934 (15 U.S.C. 78a et seq.), unless the agreement, 
            contract, or transaction predicates the purchase or sale on 
            the occurrence of a bona fide contingency that might 
            reasonably be expected to affect or be affected by the 
            creditworthiness of a party other than a party to the 
            agreement, contract, or transaction;
                ``(vii) any note, bond, or evidence of indebtedness 
            that is a security, as defined in section 2(a)(1) of the 
            Securities Act of 1933 (15 U.S.C. 77b(a)(1));
                ``(viii) any agreement, contract, or transaction that 
            is--

                    ``(I) based on a security; and
                    ``(II) entered into directly or through an 
                underwriter (as defined in section 2(a)(11) of the 
                Securities Act of 1933 (15 U.S.C. 77b(a)(11)) by the 
                issuer of such security for the purposes of raising 
                capital, unless the agreement, contract, or transaction 
                is entered into to manage a risk associated with 
                capital raising;

                ``(ix) any agreement, contract, or transaction a 
            counterparty of which is a Federal Reserve bank, the 
            Federal Government, or a Federal agency that is expressly 
            backed by the full faith and credit of the United States; 
            and
                ``(x) any security-based swap, other than a security-
            based swap as described in subparagraph (D).
            ``(C) Rule of construction regarding master agreements.--
                ``(i) In general.--Except as provided in clause (ii), 
            the term `swap' includes a master agreement that provides 
            for an agreement, contract, or transaction that is a swap 
            under subparagraph (A), together with each supplement to 
            any master agreement, without regard to whether the master 
            agreement contains an agreement, contract, or transaction 
            that is not a swap pursuant to subparagraph (A).
                ``(ii) Exception.--For purposes of clause (i), the 
            master agreement shall be considered to be a swap only with 
            respect to each agreement, contract, or transaction covered 
            by the master agreement that is a swap pursuant to 
            subparagraph (A).
            ``(D) Mixed swap.--The term `security-based swap' includes 
        any agreement, contract, or transaction that is as described in 
        section 3(a)(68)(A) of the Securities Exchange Act of 1934 (15 
        U.S.C. 78c(a)(68)(A)) and also is based on the value of 1 or 
        more interest or other rates, currencies, commodities, 
        instruments of indebtedness, indices, quantitative measures, 
        other financial or economic interest or property of any kind 
        (other than a single security or a narrow-based security 
        index), or the occurrence, non-occurrence, or the extent of the 
        occurrence of an event or contingency associated with a 
        potential financial, economic, or commercial consequence (other 
        than an event described in subparagraph (A)(iii)).
            ``(E) Treatment of foreign exchange swaps and forwards.--
                ``(i) In general.--Foreign exchange swaps and foreign 
            exchange forwards shall be considered swaps under this 
            paragraph unless the Secretary makes a written 
            determination under section 1b that either foreign exchange 
            swaps or foreign exchange forwards or both--

                    ``(I) should be not be regulated as swaps under 
                this Act; and
                    ``(II) are not structured to evade the Dodd-Frank 
                Wall Street Reform and Consumer Protection Act in 
                violation of any rule promulgated by the Commission 
                pursuant to section 721(c) of that Act.

                ``(ii) Congressional notice; effectiveness.--The 
            Secretary shall submit any written determination under 
            clause (i) to the appropriate committees of Congress, 
            including the Committee on Agriculture, Nutrition, and 
            Forestry of the Senate and the Committee on Agriculture of 
            the House of Representatives. Any such written 
            determination by the Secretary shall not be effective until 
            it is submitted to the appropriate committees of Congress.
                ``(iii) Reporting.--Notwithstanding a written 
            determination by the Secretary under clause (i), all 
            foreign exchange swaps and foreign exchange forwards shall 
            be reported to either a swap data repository, or, if there 
            is no swap data repository that would accept such swaps or 
            forwards, to the Commission pursuant to section 4r within 
            such time period as the Commission may by rule or 
            regulation prescribe.
                ``(iv) Business standards.--Notwithstanding a written 
            determination by the Secretary pursuant to clause (i), any 
            party to a foreign exchange swap or forward that is a swap 
            dealer or major swap participant shall conform to the 
            business conduct standards contained in section 4s(h).
                ``(v) Secretary.--For purposes of this subparagraph, 
            the term `Secretary' means the Secretary of the Treasury.
            ``(F) Exception for certain foreign exchange swaps and 
        forwards.--
                ``(i) Registered entities.--Any foreign exchange swap 
            and any foreign exchange forward that is listed and traded 
            on or subject to the rules of a designated contract market 
            or a swap execution facility, or that is cleared by a 
            derivatives clearing organization, shall not be exempt from 
            any provision of this Act or amendments made by the Wall 
            Street Transparency and Accountability Act of 2010 
            prohibiting fraud or manipulation.
                ``(ii) Retail transactions.--Nothing in subparagraph 
            (E) shall affect, or be construed to affect, the 
            applicability of this Act or the jurisdiction of the 
            Commission with respect to agreements, contracts, or 
            transactions in foreign currency pursuant to section 
            2(c)(2).
        ``(48) Swap data repository.--The term `swap data repository' 
    means any person that collects and maintains information or records 
    with respect to transactions or positions in, or the terms and 
    conditions of, swaps entered into by third parties for the purpose 
    of providing a centralized recordkeeping facility for swaps.
        ``(49) Swap dealer.--
            ``(A) In general.--The term `swap dealer' means any person 
        who--
                ``(i) holds itself out as a dealer in swaps;
                ``(ii) makes a market in swaps;
                ``(iii) regularly enters into swaps with counterparties 
            as an ordinary course of business for its own account; or
                ``(iv) engages in any activity causing the person to be 
            commonly known in the trade as a dealer or market maker in 
            swaps,
        provided however, in no event shall an insured depository 
        institution be considered to be a swap dealer to the extent it 
        offers to enter into a swap with a customer in connection with 
        originating a loan with that customer.
            ``(B) Inclusion.--A person may be designated as a swap 
        dealer for a single type or single class or category of swap or 
        activities and considered not to be a swap dealer for other 
        types, classes, or categories of swaps or activities.
            ``(C) Exception.--The term `swap dealer' does not include a 
        person that enters into swaps for such person's own account, 
        either individually or in a fiduciary capacity, but not as a 
        part of a regular business.
            ``(D) De minimis exception.--The Commission shall exempt 
        from designation as a swap dealer an entity that engages in a 
        de minimis quantity of swap dealing in connection with 
        transactions with or on behalf of its customers. The Commission 
        shall promulgate regulations to establish factors with respect 
        to the making of this determination to exempt.
        ``(50) Swap execution facility.--The term `swap execution 
    facility' means a trading system or platform in which multiple 
    participants have the ability to execute or trade swaps by 
    accepting bids and offers made by multiple participants in the 
    facility or system, through any means of interstate commerce, 
    including any trading facility, that--
            ``(A) facilitates the execution of swaps between persons; 
        and
            ``(B) is not a designated contract market.''.
        (22) in paragraph (51) (as redesignated by paragraph (1)), in 
    subparagraph (A)(i), by striking ``partipants'' and inserting 
    ``participants''.
    (b) Authority To Define Terms.--The Commodity Futures Trading 
Commission may adopt a rule to define--
        (1) the term ``commercial risk''; and
        (2) any other term included in an amendment to the Commodity 
    Exchange Act (7 U.S.C. 1 et seq.) made by this subtitle.
    (c) Modification of Definitions.--To include transactions and 
entities that have been structured to evade this subtitle (or an 
amendment made by this subtitle), the Commodity Futures Trading 
Commission shall adopt a rule to further define the terms ``swap'', 
``swap dealer'', ``major swap participant'', and ``eligible contract 
participant''.
    (d) Exemptions.--Section 4(c)(1) of the Commodity Exchange Act (7 
U.S.C. 6(c)(1)) is amended by striking ``except that'' and all that 
follows through the period at the end and inserting the following: 
``except that--
        ``(A) unless the Commission is expressly authorized by any 
    provision described in this subparagraph to grant exemptions, with 
    respect to amendments made by subtitle A of the Wall Street 
    Transparency and Accountability Act of 2010--
            ``(i) with respect to--
                ``(I) paragraphs (2), (3), (4), (5), and (7), paragraph 
            (18)(A)(vii)(III), paragraphs (23), (24), (31), (32), (38), 
            (39), (41), (42), (46), (47), (48), and (49) of section 1a, 
            and sections 2(a)(13), 2(c)(1)(D), 4a(a), 4a(b), 4d(c), 
            4d(d), 4r, 4s, 5b(a), 5b(b), 5(d), 5(g), 5(h), 5b(c), 
            5b(i), 8e, and 21; and
                ``(II) section 206(e) of the Gramm-Leach-Bliley Act 
            (Public Law 106-102; 15 U.S.C. 78c note); and
            ``(ii) in sections 721(c) and 742 of the Dodd-Frank Wall 
        Street Reform and Consumer Protection Act; and
        ``(B) the Commission and the Securities and Exchange Commission 
    may by rule, regulation, or order jointly exclude any agreement, 
    contract, or transaction from section 2(a)(1)(D)) if the 
    Commissions determine that the exemption would be consistent with 
    the public interest.''.
    (e) Conforming Amendments.--
        (1) Section 2(c)(2)(B)(i)(II) of the Commodity Exchange Act (7 
    U.S.C. 2(c)(2)(B)(i)(II)) is amended--
            (A) in item (cc)--
                (i) in subitem (AA), by striking ``section 1a(20)'' and 
            inserting ``section 1a''; and
                (ii) in subitem (BB), by striking ``section 1a(20)'' 
            and inserting ``section 1a''; and
            (B) in item (dd), by striking ``section 1a(12)(A)(ii)'' and 
        inserting ``section 1a(18)(A)(ii)''.
        (2) Section 4m(3) of the Commodity Exchange Act (7 U.S.C. 
    6m(3)) is amended by striking ``section 1a(6)'' and inserting 
    ``section 1a''.
        (3) Section 4q(a)(1) of the Commodity Exchange Act (7 U.S.C. 
    6o-1(a)(1)) is amended by striking ``section 1a(4)'' and inserting 
    ``section 1a(9)''.
        (4) Section 5(e)(1) of the Commodity Exchange Act (7 U.S.C. 
    7(e)(1)) is amended by striking ``section 1a(4)'' and inserting 
    ``section 1a(9)''.
        (5) Section 5a(b)(2)(F) of the Commodity Exchange Act (7 U.S.C. 
    7a(b)(2)(F)) is amended by striking ``section 1a(4)'' and inserting 
    ``section 1a(9)''.
        (6) Section 5b(a) of the Commodity Exchange Act (7 U.S.C. 7a-
    1(a)) is amended, in the matter preceding paragraph (1), by 
    striking ``section 1a(9)'' and inserting ``section 1a''.
        (7) Section 5c(c)(2)(B) of the Commodity Exchange Act (7 U.S.C. 
    7a-2(c)(2)(B)) is amended by striking ``section 1a(4)'' and 
    inserting ``section 1a(9)''.
        (8) Section 6(g)(5)(B)(i) of the Securities Exchange Act of 
    1934 (15 U.S.C. 78f(g)(5)(B)(i)) is amended--
            (A) in subclause (I), by striking ``section 1a(12)(B)(ii)'' 
        and inserting ``section 1a(18)(B)(ii)''; and
            (B) in subclause (II), by striking ``section 1a(12)'' and 
        inserting ``section 1a(18)''.
        (9) Section 402 of the Legal Certainty for Bank Products Act of 
    2000 (7 U.S.C. 27 et seq.) is amended--
            (A) in subsection (a)(7), by striking ``section 1a(20)'' 
        and inserting ``section 1a'';
            (B) in subsection (b)(2), by striking ``section 1a(12)'' 
        and inserting ``section 1a''; and
            (C) in subsection (c), by striking ``section 1a(4)'' and 
        inserting ``section 1a''.
        (10) The first section of Public Law 85-839 (7 U.S.C. 13-1) is 
    amended in subsection (a), in the first sentence, by inserting 
    ``motion picture box office receipts (or any index, measure, value, 
    or data related to such receipts) or'' after ``sale of''.
    (f) Effective Date.--Notwithstanding any other provision of this 
Act, the amendments made by subsection (a)(4) shall take effect on June 
1, 2010.
    SEC. 722. JURISDICTION.
    (a) Exclusive Jurisdiction.--Section 2(a)(1) of the Commodity 
Exchange Act (7 U.S.C. 2(a)(1)) is amended--
        (1) in subparagraph (A), in the first sentence--
            (A) by inserting ``the Wall Street Transparency and 
        Accountability Act of 2010 (including an amendment made by that 
        Act) and'' after ``otherwise provided in'';
            (B) by striking ``(C) and (D)'' and inserting ``(C), (D), 
        and (I)'';
            (C) by striking ``(c) through (i) of this section'' and 
        inserting ``(c) and (f)'';
            (D) by striking ``contracts of sale'' and inserting ``swaps 
        or contracts of sale''; and
            (E) by striking ``or derivatives transaction execution 
        facility registered pursuant to section 5 or 5a'' and inserting 
        ``pursuant to section 5 or a swap execution facility pursuant 
        to section 5h''; and
        (2) by adding at the end the following:
            ``(G)(i) Nothing in this paragraph shall limit the 
        jurisdiction conferred on the Securities and Exchange 
        Commission by the Wall Street Transparency and Accountability 
        Act of 2010 with regard to security-based swap agreements as 
        defined pursuant to section 3(a)(78) of the Securities Exchange 
        Act of 1934, and security-based swaps.
            ``(ii) In addition to the authority of the Securities and 
        Exchange Commission described in clause (i), nothing in this 
        subparagraph shall limit or affect any statutory authority of 
        the Commission with respect to an agreement, contract, or 
        transaction described in clause (i).
            ``(H) Notwithstanding any other provision of law, the Wall 
        Street Transparency and Accountability Act of 2010 shall not 
        apply to, and the Commodity Futures Trading Commission shall 
        have no jurisdiction under such Act (or any amendments to the 
        Commodity Exchange Act made by such Act) with respect to, any 
        security other than a security-based swap.''.
    (b) Regulation of Swaps Under Federal and State Law.--Section 12 of 
the Commodity Exchange Act (7 U.S.C. 16) is amended by adding at the 
end the following:
    ``(h) Regulation of Swaps as Insurance Under State Law.--A swap--
        ``(1) shall not be considered to be insurance; and
        ``(2) may not be regulated as an insurance contract under the 
    law of any State.''.
    (c) Agreements, Contracts, and Transactions Traded on an Organized 
Exchange.--Section 2(c)(2)(A) of the Commodity Exchange Act (7 U.S.C. 
2(c)(2)(A)) is amended--
        (1) in clause (i), by striking ``or'' at the end;
        (2) by redesignating clause (ii) as clause (iii); and
        (3) by inserting after clause (i) the following:
                ``(ii) a swap; or''.
    (d) Applicability.--Section 2 of the Commodity Exchange Act (7 
U.S.C. 2) (as amended by section 723(a)(3)) is amended by adding at the 
end the following:
    ``(i) Applicability.--The provisions of this Act relating to swaps 
that were enacted by the Wall Street Transparency and Accountability 
Act of 2010 (including any rule prescribed or regulation promulgated 
under that Act), shall not apply to activities outside the United 
States unless those activities--
        ``(1) have a direct and significant connection with activities 
    in, or effect on, commerce of the United States; or
        ``(2) contravene such rules or regulations as the Commission 
    may prescribe or promulgate as are necessary or appropriate to 
    prevent the evasion of any provision of this Act that was enacted 
    by the Wall Street Transparency and Accountability Act of 2010.''.
    (e) Federal Energy Regulatory Commission.--Section 2(a)(1) of the 
Commodity Exchange Act (7 U.S.C. 2(a)(1)) is amended by adding at the 
end the following:
            ``(I)(i) Nothing in this Act shall limit or affect any 
        statutory authority of the Federal Energy Regulatory Commission 
        or a State regulatory authority (as defined in section 3(21) of 
        the Federal Power Act (16 U.S.C. 796(21)) with respect to an 
        agreement, contract, or transaction that is entered into 
        pursuant to a tariff or rate schedule approved by the Federal 
        Energy Regulatory Commission or a State regulatory authority 
        and is--
                ``(I) not executed, traded, or cleared on a registered 
            entity or trading facility; or
                ``(II) executed, traded, or cleared on a registered 
            entity or trading facility owned or operated by a regional 
            transmission organization or independent system operator.
            ``(ii) In addition to the authority of the Federal Energy 
        Regulatory Commission or a State regulatory authority described 
        in clause (i), nothing in this subparagraph shall limit or 
        affect--
                ``(I) any statutory authority of the Commission with 
            respect to an agreement, contract, or transaction described 
            in clause (i); or
                ``(II) the jurisdiction of the Commission under 
            subparagraph (A) with respect to an agreement, contract, or 
            transaction that is executed, traded, or cleared on a 
            registered entity or trading facility that is not owned or 
            operated by a regional transmission organization or 
            independent system operator (as defined by sections 3(27) 
            and (28) of the Federal Power Act (16 U.S.C. 796(27), 
            796(28)).''.
    (f) Public Interest Waiver.--Section 4(c) of the Commodity Exchange 
Act (7 U.S.C. 6(c)) (as amended by section 721(d)) is amended by adding 
at the end the following:
        ``(6) If the Commission determines that the exemption would be 
    consistent with the public interest and the purposes of this Act, 
    the Commission shall, in accordance with paragraphs (1) and (2), 
    exempt from the requirements of this Act an agreement, contract, or 
    transaction that is entered into--
            ``(A) pursuant to a tariff or rate schedule approved or 
        permitted to take effect by the Federal Energy Regulatory 
        Commission;
            ``(B) pursuant to a tariff or rate schedule establishing 
        rates or charges for, or protocols governing, the sale of 
        electric energy approved or permitted to take effect by the 
        regulatory authority of the State or municipality having 
        jurisdiction to regulate rates and charges for the sale of 
        electric energy within the State or municipality; or
            ``(C) between entities described in section 201(f) of the 
        Federal Power Act (16 U.S.C. 824(f)).''.
    (g) Authority of FERC.--Nothing in the Wall Street Transparency and 
Accountability Act of 2010 or the amendments to the Commodity Exchange 
Act made by such Act shall limit or affect any statutory enforcement 
authority of the Federal Energy Regulatory Commission pursuant to 
section 222 of the Federal Power Act and section 4A of the Natural Gas 
Act that existed prior to the date of enactment of the Wall Street 
Transparency and Accountability Act of 2010.
    (h) Determination.--The Commodity Exchange Act is amended by 
inserting after section 1a (7 U.S.C. 1a) the following:
  ``SEC. 1b. REQUIREMENTS OF SECRETARY OF THE TREASURY REGARDING 
      EXEMPTION OF FOREIGN EXCHANGE SWAPS AND FOREIGN EXCHANGE FORWARDS 
      FROM DEFINITION OF THE TERM `SWAP'.
    ``(a) Required Considerations.--In determining whether to exempt 
foreign exchange swaps and foreign exchange forwards from the 
definition of the term `swap', the Secretary of the Treasury (referred 
to in this section as the `Secretary') shall consider--
        ``(1) whether the required trading and clearing of foreign 
    exchange swaps and foreign exchange forwards would create systemic 
    risk, lower transparency, or threaten the financial stability of 
    the United States;
        ``(2) whether foreign exchange swaps and foreign exchange 
    forwards are already subject to a regulatory scheme that is 
    materially comparable to that established by this Act for other 
    classes of swaps;
        ``(3) the extent to which bank regulators of participants in 
    the foreign exchange market provide adequate supervision, including 
    capital and margin requirements;
        ``(4) the extent of adequate payment and settlement systems; 
    and
        ``(5) the use of a potential exemption of foreign exchange 
    swaps and foreign exchange forwards to evade otherwise applicable 
    regulatory requirements.
    ``(b) Determination.--If the Secretary makes a determination to 
exempt foreign exchange swaps and foreign exchange forwards from the 
definition of the term `swap', the Secretary shall submit to the 
appropriate committees of Congress a determination that contains--
        ``(1) an explanation regarding why foreign exchange swaps and 
    foreign exchange forwards are qualitatively different from other 
    classes of swaps in a way that would make the foreign exchange 
    swaps and foreign exchange forwards ill-suited for regulation as 
    swaps; and
        ``(2) an identification of the objective differences of foreign 
    exchange swaps and foreign exchange forwards with respect to 
    standard swaps that warrant an exempted status.
    ``(c) Effect of Determination.--A determination by the Secretary 
under subsection (b) shall not exempt any foreign exchange swaps and 
foreign exchange forwards traded on a designated contract market or 
swap execution facility from any applicable antifraud and 
antimanipulation provision under this title.''.
    SEC. 723. CLEARING.
    (a) Clearing Requirement.--
        (1) In general.--Section 2 of the Commodity Exchange Act (7 
    U.S.C. 2) is amended--
            (A) by striking subsections (d), (e), (g), and (h); and
            (B) by redesignating subsection (i) as subsection (g).
        (2) Swaps; limitation on participation.--Section 2 of the 
    Commodity Exchange Act (7 U.S.C. 2) (as amended by paragraph (1)) 
    is amended by inserting after subsection (c) the following:
    ``(d) Swaps.--Nothing in this Act (other than subparagraphs (A), 
(B), (C), (D), (G), and (H) of subsection (a)(1), subsections (f) and 
(g), sections 1a, 2(a)(13), 2(c)(2)(A)(ii), 2(e), 2(h), 4(c), 4a, 4b, 
and 4b-1, subsections (a), (b), and (g) of section 4c, sections 4d, 4e, 
4f, 4g, 4h, 4i, 4j, 4k, 4l, 4m, 4n, 4o, 4p, 4r, 4s, 4t, 5, 5b, 5c, 5e, 
and 5h, subsections (c) and (d) of section 6, sections 6c, 6d, 8, 8a, 
and 9, subsections (e)(2), (f), and (h) of section 12, subsections (a) 
and (b) of section 13, sections 17, 20, 21, and 22(a)(4), and any other 
provision of this Act that is applicable to registered entities or 
Commission registrants) governs or applies to a swap.
    ``(e) Limitation on Participation.--It shall be unlawful for any 
person, other than an eligible contract participant, to enter into a 
swap unless the swap is entered into on, or subject to the rules of, a 
board of trade designated as a contract market under section 5.''.
        (3) Mandatory clearing of swaps.--Section 2 of the Commodity 
    Exchange Act (7 U.S.C. 2) is amended by inserting after subsection 
    (g) (as redesignated by paragraph (1)(B)) the following:
    ``(h) Clearing Requirement.--
        ``(1) In general.--
            ``(A) Standard for clearing.--It shall be unlawful for any 
        person to engage in a swap unless that person submits such swap 
        for clearing to a derivatives clearing organization that is 
        registered under this Act or a derivatives clearing 
        organization that is exempt from registration under this Act if 
        the swap is required to be cleared.
            ``(B) Open access.--The rules of a derivatives clearing 
        organization described in subparagraph (A) shall--
                ``(i) prescribe that all swaps (but not contracts of 
            sale of a commodity for future delivery or options on such 
            contracts) submitted to the derivatives clearing 
            organization with the same terms and conditions are 
            economically equivalent within the derivatives clearing 
            organization and may be offset with each other within the 
            derivatives clearing organization; and
                ``(ii) provide for non-discriminatory clearing of a 
            swap (but not a contract of sale of a commodity for future 
            delivery or option on such contract) executed bilaterally 
            or on or through the rules of an unaffiliated designated 
            contract market or swap execution facility.
        ``(2) Commission review.--
            ``(A) Commission-initiated review.--
                ``(i) The Commission on an ongoing basis shall review 
            each swap, or any group, category, type, or class of swaps 
            to make a determination as to whether the swap or group, 
            category, type, or class of swaps should be required to be 
            cleared.
                ``(ii) The Commission shall provide at least a 30-day 
            public comment period regarding any determination made 
            under clause (i).
            ``(B) Swap submissions.--
                ``(i) A derivatives clearing organization shall submit 
            to the Commission each swap, or any group, category, type, 
            or class of swaps that it plans to accept for clearing, and 
            provide notice to its members (in a manner to be determined 
            by the Commission) of the submission.
                ``(ii) Any swap or group, category, type, or class of 
            swaps listed for clearing by a derivative clearing 
            organization as of the date of enactment of this subsection 
            shall be considered submitted to the Commission.
                ``(iii) The Commission shall--

                    ``(I) make available to the public submissions 
                received under clauses (i) and (ii);
                    ``(II) review each submission made under clauses 
                (i) and (ii), and determine whether the swap, or group, 
                category, type, or class of swaps described in the 
                submission is required to be cleared; and
                    ``(III) provide at least a 30-day public comment 
                period regarding its determination as to whether the 
                clearing requirement under paragraph (1)(A) shall apply 
                to the submission.

            ``(C) Deadline.--The Commission shall make its 
        determination under subparagraph (B)(iii) not later than 90 
        days after receiving a submission made under subparagraphs 
        (B)(i) and (B)(ii), unless the submitting derivatives clearing 
        organization agrees to an extension for the time limitation 
        established under this subparagraph.
            ``(D) Determination.--
                ``(i) In reviewing a submission made under subparagraph 
            (B), the Commission shall review whether the submission is 
            consistent with section 5b(c)(2).
                ``(ii) In reviewing a swap, group of swaps, or class of 
            swaps pursuant to subparagraph (A) or a submission made 
            under subparagraph (B), the Commission shall take into 
            account the following factors:

                    ``(I) The existence of significant outstanding 
                notional exposures, trading liquidity, and adequate 
                pricing data.
                    ``(II) The availability of rule framework, 
                capacity, operational expertise and resources, and 
                credit support infrastructure to clear the contract on 
                terms that are consistent with the material terms and 
                trading conventions on which the contract is then 
                traded.
                    ``(III) The effect on the mitigation of systemic 
                risk, taking into account the size of the market for 
                such contract and the resources of the derivatives 
                clearing organization available to clear the contract.
                    ``(IV) The effect on competition, including 
                appropriate fees and charges applied to clearing.
                    ``(V) The existence of reasonable legal certainty 
                in the event of the insolvency of the relevant 
                derivatives clearing organization or 1 or more of its 
                clearing members with regard to the treatment of 
                customer and swap counterparty positions, funds, and 
                property.

                ``(iii) In making a determination under subparagraph 
            (A) or (B)(iii) that the clearing requirement shall apply, 
            the Commission may require such terms and conditions to the 
            requirement as the Commission determines to be appropriate.
            ``(E) Rules.--Not later than 1 year after the date of the 
        enactment of this subsection, the Commission shall adopt rules 
        for a derivatives clearing organization's submission for 
        review, pursuant to this paragraph, of a swap, or a group, 
        category, type, or class of swaps, that it seeks to accept for 
        clearing. Nothing in this subparagraph limits the Commission 
        from making a determination under subparagraph (B)(iii) for 
        swaps described in subparagraph (B)(ii).
        ``(3) Stay of clearing requirement.--
            ``(A) In general.--After making a determination pursuant to 
        paragraph (2)(B), the Commission, on application of a 
        counterparty to a swap or on its own initiative, may stay the 
        clearing requirement of paragraph (1) until the Commission 
        completes a review of the terms of the swap (or the group, 
        category, type, or class of swaps) and the clearing 
        arrangement.
            ``(B) Deadline.--The Commission shall complete a review 
        undertaken pursuant to subparagraph (A) not later than 90 days 
        after issuance of the stay, unless the derivatives clearing 
        organization that clears the swap, or group, category, type, or 
        class of swaps agrees to an extension of the time limitation 
        established under this subparagraph.
            ``(C) Determination.--Upon completion of the review 
        undertaken pursuant to subparagraph (A), the Commission may--
                ``(i) determine, unconditionally or subject to such 
            terms and conditions as the Commission determines to be 
            appropriate, that the swap, or group, category, type, or 
            class of swaps must be cleared pursuant to this subsection 
            if it finds that such clearing is consistent with paragraph 
            (2)(D); or
                ``(ii) determine that the clearing requirement of 
            paragraph (1) shall not apply to the swap, or group, 
            category, type, or class of swaps.
            ``(D) Rules.--Not later than 1 year after the date of the 
        enactment of the Wall Street Transparency and Accountability 
        Act of 2010, the Commission shall adopt rules for reviewing, 
        pursuant to this paragraph, a derivatives clearing 
        organization's clearing of a swap, or a group, category, type, 
        or class of swaps, that it has accepted for clearing.
        ``(4) Prevention of evasion.--
            ``(A) In general.--The Commission shall prescribe rules 
        under this subsection (and issue interpretations of rules 
        prescribed under this subsection) as determined by the 
        Commission to be necessary to prevent evasions of the mandatory 
        clearing requirements under this Act.
            ``(B) Duty of commission to investigate and take certain 
        actions.--To the extent the Commission finds that a particular 
        swap, group, category, type, or class of swaps would otherwise 
        be subject to mandatory clearing but no derivatives clearing 
        organization has listed the swap, group, category, type, or 
        class of swaps for clearing, the Commission shall--
                ``(i) investigate the relevant facts and circumstances;
                ``(ii) within 30 days issue a public report containing 
            the results of the investigation; and
                ``(iii) take such actions as the Commission determines 
            to be necessary and in the public interest, which may 
            include requiring the retaining of adequate margin or 
            capital by parties to the swap, group, category, type, or 
            class of swaps.
            ``(C) Effect on authority.--Nothing in this paragraph--
                ``(i) authorizes the Commission to adopt rules 
            requiring a derivatives clearing organization to list for 
            clearing a swap, group, category, type, or class of swaps 
            if the clearing of the swap, group, category, type, or 
            class of swaps would threaten the financial integrity of 
            the derivatives clearing organization; and
                ``(ii) affects the authority of the Commission to 
            enforce the open access provisions of paragraph (1)(B) with 
            respect to a swap, group, category, type, or class of swaps 
            that is listed for clearing by a derivatives clearing 
            organization.
        ``(5) Reporting transition rules.--Rules adopted by the 
    Commission under this section shall provide for the reporting of 
    data, as follows:
            ``(A) Swaps entered into before the date of the enactment 
        of this subsection shall be reported to a registered swap data 
        repository or the Commission no later than 180 days after the 
        effective date of this subsection.
            ``(B) Swaps entered into on or after such date of enactment 
        shall be reported to a registered swap data repository or the 
        Commission no later than the later of--
                ``(i) 90 days after such effective date; or
                ``(ii) such other time after entering into the swap as 
            the Commission may prescribe by rule or regulation.
        ``(6) Clearing transition rules.--
            ``(A) Swaps entered into before the date of the enactment 
        of this subsection are exempt from the clearing requirements of 
        this subsection if reported pursuant to paragraph (5)(A).
            ``(B) Swaps entered into before application of the clearing 
        requirement pursuant to this subsection are exempt from the 
        clearing requirements of this subsection if reported pursuant 
        to paragraph (5)(B).
        ``(7) Exceptions.--
            ``(A) In general.--The requirements of paragraph (1)(A) 
        shall not apply to a swap if 1 of the counterparties to the 
        swap--
                ``(i) is not a financial entity;
                ``(ii) is using swaps to hedge or mitigate commercial 
            risk; and
                ``(iii) notifies the Commission, in a manner set forth 
            by the Commission, how it generally meets its financial 
            obligations associated with entering into non-cleared 
            swaps.
            ``(B) Option to clear.--The application of the clearing 
        exception in subparagraph (A) is solely at the discretion of 
        the counterparty to the swap that meets the conditions of 
        clauses (i) through (iii) of subparagraph (A).
            ``(C) Financial entity definition.--
                ``(i) In general.--For the purposes of this paragraph, 
            the term `financial entity' means--

                    ``(I) a swap dealer;
                    ``(II) a security-based swap dealer;
                    ``(III) a major swap participant;
                    ``(IV) a major security-based swap participant;
                    ``(V) a commodity pool;
                    ``(VI) a private fund as defined in section 202(a) 
                of the Investment Advisers Act of 1940 (15 U.S.C. 80-b-
                2(a));
                    ``(VII) an employee benefit plan as defined in 
                paragraphs (3) and (32) of section 3 of the Employee 
                Retirement Income Security Act of 1974 (29 U.S.C. 
                1002);
                    ``(VIII) a person predominantly engaged in 
                activities that are in the business of banking, or in 
                activities that are financial in nature, as defined in 
                section 4(k) of the Bank Holding Company Act of 1956.

                ``(ii) Exclusion.--The Commission shall consider 
            whether to exempt small banks, savings associations, farm 
            credit system institutions, and credit unions, including--

                    ``(I) depository institutions with total assets of 
                $10,000,000,000 or less;
                    ``(II) farm credit system institutions with total 
                assets of $10,000,000,000 or less; or
                    ``(III) credit unions with total assets of 
                $10,000,000,000 or less.

                ``(iii) Limitation.--Such definition shall not include 
            an entity whose primary business is providing financing, 
            and uses derivatives for the purpose of hedging underlying 
            commercial risks related to interest rate and foreign 
            currency exposures, 90 percent or more of which arise from 
            financing that facilitates the purchase or lease of 
            products, 90 percent or more of which are manufactured by 
            the parent company or another subsidiary of the parent 
            company.
            ``(D) Treatment of affiliates.--
                ``(i) In general.--An affiliate of a person that 
            qualifies for an exception under subparagraph (A) 
            (including affiliate entities predominantly engaged in 
            providing financing for the purchase of the merchandise or 
            manufactured goods of the person) may qualify for the 
            exception only if the affiliate, acting on behalf of the 
            person and as an agent, uses the swap to hedge or mitigate 
            the commercial risk of the person or other affiliate of the 
            person that is not a financial entity.
                ``(ii) Prohibition relating to certain affiliates.--The 
            exception in clause (i) shall not apply if the affiliate 
            is--

                    ``(I) a swap dealer;
                    ``(II) a security-based swap dealer;
                    ``(III) a major swap participant;
                    ``(IV) a major security-based swap participant;
                    ``(V) 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 
                paragraph (1) or (7) of subsection (c) of that Act (15 
                U.S.C. 80a-3(c));
                    ``(VI) a commodity pool; or
                    ``(VII) a bank holding company with over 
                $50,000,000,000 in consolidated assets.

                ``(iii) Transition rule for affiliates.--An affiliate, 
            subsidiary, or a wholly owned entity of a person that 
            qualifies for an exception under subparagraph (A) and is 
            predominantly engaged in providing financing for the 
            purchase or lease of merchandise or manufactured goods of 
            the person shall be exempt from the margin requirement 
            described in section 4s(e) and the clearing requirement 
            described in paragraph (1) with regard to swaps entered 
            into to mitigate the risk of the financing activities for 
            not less than a 2-year period beginning on the date of 
            enactment of this clause.
            ``(E) Election of counterparty.--
                ``(i) Swaps required to be cleared.--With respect to 
            any swap that is subject to the mandatory clearing 
            requirement under this subsection and entered into by a 
            swap dealer or a major swap participant with a counterparty 
            that is not a swap dealer, major swap participant, 
            security-based swap dealer, or major security-based swap 
            participant, the counterparty shall have the sole right to 
            select the derivatives clearing organization at which the 
            swap will be cleared.
                ``(ii) Swaps not required to be cleared.--With respect 
            to any swap that is not subject to the mandatory clearing 
            requirement under this subsection and entered into by a 
            swap dealer or a major swap participant with a counterparty 
            that is not a swap dealer, major swap participant, 
            security-based swap dealer, or major security-based swap 
            participant, the counterparty--

                    ``(I) may elect to require clearing of the swap; 
                and
                    ``(II) shall have the sole right to select the 
                derivatives clearing organization at which the swap 
                will be cleared.

            ``(F) Abuse of exception.--The Commission may prescribe 
        such rules or issue interpretations of the rules as the 
        Commission determines to be necessary to prevent abuse of the 
        exceptions described in this paragraph. The Commission may also 
        request information from those persons claiming the clearing 
        exception as necessary to prevent abuse of the exceptions 
        described in this paragraph.
        ``(8) Trade execution.--
            ``(A) In general.--With respect to transactions involving 
        swaps subject to the clearing requirement of paragraph (1), 
        counterparties shall--
                ``(i) execute the transaction on a board of trade 
            designated as a contract market under section 5; or
                ``(ii) execute the transaction on a swap execution 
            facility registered under 5h or a swap execution facility 
            that is exempt from registration under section 5h(f) of 
            this Act.
            ``(B) Exception.--The requirements of clauses (i) and (ii) 
        of subparagraph (A) shall not apply if no board of trade or 
        swap execution facility makes the swap available to trade or 
        for swap transactions subject to the clearing exception under 
        paragraph (7).''.
    (b) Commodity Exchange Act.--Section 2 of the Commodity Exchange 
Act (7 U.S.C. 2) is amended by adding at the end the following:
    ``(j)  Committee Approval by Board.--Exemptions from the 
requirements of subsection (h)(1) to clear a swap and subsection (h)(8) 
to execute a swap through a board of trade or swap execution facility 
shall be available to a counterparty that is an issuer of securities 
that are registered under section 12 of the Securities Exchange Act of 
1934 (15 U.S.C. 78l) or that is required to file reports pursuant to 
section 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78o) 
only if an appropriate committee of the issuer's board or governing 
body has reviewed and approved its decision to enter into swaps that 
are subject to such exemptions.''.
    (c) Grandfather Provisions.--
        (1) Legal certainty for certain transactions in exempt 
    commodities.--Not later than 60 days after the date of enactment of 
    this Act, a person may submit to the Commodity Futures Trading 
    Commission a petition to remain subject to section 2(h) of the 
    Commodity Exchange Act (7 U.S.C. 2(h)) (as in effect on the day 
    before the date of enactment of this Act).
        (2) Consideration; authority of commodity futures trading 
    commission.--The Commodity Futures Trading Commission--
            (A) shall consider any petition submitted under 
        subparagraph (A) in a prompt manner; and
            (B) may allow a person to continue operating subject to 
        section 2(h) of the Commodity Exchange Act (7 U.S.C. 2(h)) (as 
        in effect on the day before the date of enactment of this Act) 
        for not longer than a 1-year period.
        (3) Agricultural swaps.--
            (A) In general.--Except as provided in subparagraph (B), no 
        person shall offer to enter into, enter into, or confirm the 
        execution of, any swap in an agricultural commodity (as defined 
        by the Commodity Futures Trading Commission).
            (B) Exception.--Notwithstanding subparagraph (A), a person 
        may offer to enter into, enter into, or confirm the execution 
        of, any swap in an agricultural commodity pursuant to section 
        4(c) of the Commodity Exchange Act (7 U.S.C. 6(c)) or any rule, 
        regulation, or order issued thereunder (including any rule, 
        regulation, or order in effect as of the date of enactment of 
        this Act) by the Commodity Futures Trading Commission to allow 
        swaps under such terms and conditions as the Commission shall 
        prescribe.
        (4) Required reporting.--If the exception described in section 
    2(h)(8)(B) of the Commodity Exchange Act applies, the 
    counterparties shall comply with any recordkeeping and transaction 
    reporting requirements that may be prescribed by the Commission 
    with respect to swaps subject to section 2(h)(8)(B) of the 
    Commodity Exchange Act.
    SEC. 724. SWAPS; SEGREGATION AND BANKRUPTCY TREATMENT.
    (a) Segregation Requirements for Cleared Swaps.--Section 4d of the 
Commodity Exchange Act (7 U.S.C. 6d) (as amended by section 732) is 
amended by adding at the end the following:
    ``(f) Swaps.--
        ``(1) Registration requirement.--It shall be unlawful for any 
    person to accept any money, securities, or property (or to extend 
    any credit in lieu of money, securities, or property) from, for, or 
    on behalf of a swaps customer to margin, guarantee, or secure a 
    swap cleared by or through a derivatives clearing organization 
    (including money, securities, or property accruing to the customer 
    as the result of such a swap), unless the person shall have 
    registered under this Act with the Commission as a futures 
    commission merchant, and the registration shall not have expired 
    nor been suspended nor revoked.
        ``(2) Cleared swaps.--
            ``(A) Segregation required.--A futures commission merchant 
        shall treat and deal with all money, securities, and property 
        of any swaps customer received to margin, guarantee, or secure 
        a swap cleared by or though a derivatives clearing organization 
        (including money, securities, or property accruing to the swaps 
        customer as the result of such a swap) as belonging to the 
        swaps customer.
            ``(B) Commingling prohibited.--Money, securities, and 
        property of a swaps customer described in subparagraph (A) 
        shall be separately accounted for and shall not be commingled 
        with the funds of the futures commission merchant or be used to 
        margin, secure, or guarantee any trades or contracts of any 
        swaps customer or person other than the person for whom the 
        same are held.
        ``(3) Exceptions.--
            ``(A) Use of funds.--
                ``(i) In general.--Notwithstanding paragraph (2), 
            money, securities, and property of swap customers of a 
            futures commission merchant described in paragraph (2) may, 
            for convenience, be commingled and deposited in the same 
            account or accounts with any bank or trust company or with 
            a derivatives clearing organization.
                ``(ii) Withdrawal.--Notwithstanding paragraph (2), such 
            share of the money, securities, and property described in 
            clause (i) as in the normal course of business shall be 
            necessary to margin, guarantee, secure, transfer, adjust, 
            or settle a cleared swap with a derivatives clearing 
            organization, or with any member of the derivatives 
            clearing organization, may be withdrawn and applied to such 
            purposes, including the payment of commissions, brokerage, 
            interest, taxes, storage, and other charges, lawfully 
            accruing in connection with the cleared swap.
            ``(B) Commission action.--Notwithstanding paragraph (2), in 
        accordance with such terms and conditions as the Commission may 
        prescribe by rule, regulation, or order, any money, securities, 
        or property of the swaps customers of a futures commission 
        merchant described in paragraph (2) may be commingled and 
        deposited in customer accounts with any other money, 
        securities, or property received by the futures commission 
        merchant and required by the Commission to be separately 
        accounted for and treated and dealt with as belonging to the 
        swaps customer of the futures commission merchant.
        ``(4) Permitted investments.--Money described in paragraph (2) 
    may be invested in obligations of the United States, in general 
    obligations of any State or of any political subdivision of a 
    State, and in obligations fully guaranteed as to principal and 
    interest by the United States, or in any other investment that the 
    Commission may by rule or regulation prescribe, and such 
    investments shall be made in accordance with such rules and 
    regulations and subject to such conditions as the Commission may 
    prescribe.
        ``(5) Commodity contract.--A swap cleared by or through a 
    derivatives clearing organization shall be considered to be a 
    commodity contract as such term is defined in section 761 of title 
    11, United States Code, with regard to all money, securities, and 
    property of any swaps customer received by a futures commission 
    merchant or a derivatives clearing organization to margin, 
    guarantee, or secure the swap (including money, securities, or 
    property accruing to the customer as the result of the swap).
        ``(6) Prohibition.--It shall be unlawful for any person, 
    including any derivatives clearing organization and any depository 
    institution, that has received any money, securities, or property 
    for deposit in a separate account or accounts as provided in 
    paragraph (2) to hold, dispose of, or use any such money, 
    securities, or property as belonging to the depositing futures 
    commission merchant or any person other than the swaps customer of 
    the futures commission merchant.''.
    (b) Bankruptcy Treatment of Cleared Swaps.--Section 761 of title 
11, United States Code, is amended--
        (1) in paragraph (4), by striking subparagraph (F) and 
    inserting the following:
            ``(F)(i) any other contract, option, agreement, or 
        transaction that is similar to a contract, option, agreement, 
        or transaction referred to in this paragraph; and
            ``(ii) with respect to a futures commission merchant or a 
        clearing organization, any other contract, option, agreement, 
        or transaction, in each case, that is cleared by a clearing 
        organization;''; and
        (2) in paragraph (9)(A)(i), by striking ``the commodity futures 
    account'' and inserting ``a commodity contract account''.
    (c) Segregation Requirements for Uncleared Swaps.--Section 4s of 
the Commodity Exchange Act (as added by section 731) is amended by 
adding at the end the following:
    ``(l) Segregation Requirements.--
        ``(1) Segregation of assets held as collateral in uncleared 
    swap transactions.--
            ``(A) Notification.--A swap dealer or major swap 
        participant shall be required to notify the counterparty of the 
        swap dealer or major swap participant at the beginning of a 
        swap transaction that the counterparty has the right to require 
        segregation of the funds or other property supplied to margin, 
        guarantee, or secure the obligations of the counterparty.
            ``(B) Segregation and maintenance of funds.--At the request 
        of a counterparty to a swap that provides funds or other 
        property to a swap dealer or major swap participant to margin, 
        guarantee, or secure the obligations of the counterparty, the 
        swap dealer or major swap participant shall--
                ``(i) segregate the funds or other property for the 
            benefit of the counterparty; and
                ``(ii) in accordance with such rules and regulations as 
            the Commission may promulgate, maintain the funds or other 
            property in a segregated account separate from the assets 
            and other interests of the swap dealer or major swap 
            participant.
        ``(2) Applicability.--The requirements described in paragraph 
    (1) shall--
            ``(A) apply only to a swap between a counterparty and a 
        swap dealer or major swap participant that is not submitted for 
        clearing to a derivatives clearing organization; and
            ``(B)(i) not apply to variation margin payments; or
            ``(ii) not preclude any commercial arrangement regarding--
                ``(I) the investment of segregated funds or other 
            property that may only be invested in such investments as 
            the Commission may permit by rule or regulation; and
                ``(II) the related allocation of gains and losses 
            resulting from any investment of the segregated funds or 
            other property.
        ``(3) Use of independent third-party custodians.--The 
    segregated account described in paragraph (1) shall be--
            ``(A) carried by an independent third-party custodian; and
            ``(B) designated as a segregated account for and on behalf 
        of the counterparty.
        ``(4) Reporting requirement.--If the counterparty does not 
    choose to require segregation of the funds or other property 
    supplied to margin, guarantee, or secure the obligations of the 
    counterparty, the swap dealer or major swap participant shall 
    report to the counterparty of the swap dealer or major swap 
    participant on a quarterly basis that the back office procedures of 
    the swap dealer or major swap participant relating to margin and 
    collateral requirements are in compliance with the agreement of the 
    counterparties.''.
    SEC. 725. DERIVATIVES CLEARING ORGANIZATIONS.
    (a) Registration Requirement.--Section 5b of the Commodity Exchange 
Act (7 U.S.C. 7a-1) is amended by striking subsections (a) and (b) and 
inserting the following:
    ``(a) Registration Requirement.--
        ``(1) In general.--Except as provided in paragraph (2), it 
    shall be unlawful for a derivatives clearing organization, directly 
    or indirectly, to make use of the mails or any means or 
    instrumentality of interstate commerce to perform the functions of 
    a derivatives clearing organization with respect to--
            ``(A) a contract of sale of a commodity for future delivery 
        (or an option on the contract of sale) or option on a 
        commodity, in each case, unless the contract or option is--
                ``(i) excluded from this Act by subsection 
            (a)(1)(C)(i), (c), or (f) of section 2; or
                ``(ii) a security futures product cleared by a clearing 
            agency registered with the Securities and Exchange 
            Commission under the Securities Exchange Act of 1934 (15 
            U.S.C. 78a et seq.); or
            ``(B) a swap.
        ``(2) Exception.--Paragraph (1) shall not apply to a 
    derivatives clearing organization that is registered with the 
    Commission.
    ``(b) Voluntary Registration.--A person that clears 1 or more 
agreements, contracts, or transactions that are not required to be 
cleared under this Act may register with the Commission as a 
derivatives clearing organization.''.
    (b) Registration for Depository Institutions and Clearing Agencies; 
Exemptions; Compliance Officer; Annual Reports.--Section 5b of the 
Commodity Exchange Act (7 U.S.C. 7a-1) is amended by adding at the end 
the following:
    ``(g) Existing Depository Institutions and Clearing Agencies.--
        ``(1) In general.--A depository institution or clearing agency 
    registered with the Securities and Exchange Commission under the 
    Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.) that is 
    required to be registered as a derivatives clearing organization 
    under this section is deemed to be registered under this section to 
    the extent that, before the date of enactment of this subsection--
            ``(A) the depository institution cleared swaps as a 
        multilateral clearing organization; or
            ``(B) the clearing agency cleared swaps.
        ``(2) Conversion of depository institutions.--A depository 
    institution to which this subsection applies may, by the vote of 
    the shareholders owning not less than 51 percent of the voting 
    interests of the depository institution, be converted into a State 
    corporation, partnership, limited liability company, or similar 
    legal form pursuant to a plan of conversion, if the conversion is 
    not in contravention of applicable State law.
        ``(3) Sharing of information.--The Securities and Exchange 
    Commission shall make available to the Commission, upon request, 
    all information determined to be relevant by the Securities and 
    Exchange Commission regarding a clearing agency deemed to be 
    registered with the Commission under paragraph (1).
    ``(h) Exemptions.--The Commission may exempt, conditionally or 
unconditionally, a derivatives clearing organization from registration 
under this section for the clearing of swaps if the Commission 
determines that the derivatives clearing organization is subject to 
comparable, comprehensive supervision and regulation by the Securities 
and Exchange Commission or the appropriate government authorities in 
the home country of the organization. Such conditions may include, but 
are not limited to, requiring that the derivatives clearing 
organization be available for inspection by the Commission and make 
available all information requested by the Commission.
    ``(i) Designation of Chief Compliance Officer.--
        ``(1) In general.--Each derivatives clearing organization shall 
    designate an individual to serve as a chief compliance officer.
        ``(2) Duties.--The chief compliance officer shall--
            ``(A) report directly to the board or to the senior officer 
        of the derivatives clearing organization;
            ``(B) review the compliance of the derivatives clearing 
        organization with respect to the core principles described in 
        subsection (c)(2);
            ``(C) in consultation with the board of the derivatives 
        clearing organization, a body performing a function similar to 
        the board of the derivatives clearing organization, or the 
        senior officer of the derivatives clearing organization, 
        resolve any conflicts of interest that may arise;
            ``(D) be responsible for administering each policy and 
        procedure that is required to be established pursuant to this 
        section;
            ``(E) ensure compliance with this Act (including 
        regulations) relating to agreements, contracts, or 
        transactions, including each rule prescribed by the Commission 
        under this section;
            ``(F) establish procedures for the remediation of 
        noncompliance issues identified by the compliance officer 
        through any--
                ``(i) compliance office review;
                ``(ii) look-back;
                ``(iii) internal or external audit finding;
                ``(iv) self-reported error; or
                ``(v) validated complaint; and
            ``(G) establish and follow appropriate procedures for the 
        handling, management response, remediation, retesting, and 
        closing of noncompliance issues.
        ``(3) Annual reports.--
            ``(A) In general.--In accordance with rules prescribed by 
        the Commission, the chief compliance officer shall annually 
        prepare and sign a report that contains a description of--
                ``(i) the compliance of the derivatives clearing 
            organization of the compliance officer with respect to this 
            Act (including regulations); and
                ``(ii) each policy and procedure of the derivatives 
            clearing organization of the compliance officer (including 
            the code of ethics and conflict of interest policies of the 
            derivatives clearing organization).
            ``(B) Requirements.--A compliance report under subparagraph 
        (A) shall--
                ``(i) accompany each appropriate financial report of 
            the derivatives clearing organization that is required to 
            be furnished to the Commission pursuant to this section; 
            and
                ``(ii) include a certification that, under penalty of 
            law, the compliance report is accurate and complete.''.
    (c) Core Principles for Derivatives Clearing Organizations.--
Section 5b(c) of the Commodity Exchange Act (7 U.S.C. 7a-1(c)) is 
amended by striking paragraph (2) and inserting the following:
        ``(2) Core principles for derivatives clearing organizations.--
            ``(A) Compliance.--
                ``(i) In general.--To be registered and to maintain 
            registration as a derivatives clearing organization, a 
            derivatives clearing organization shall comply with each 
            core principle described in this paragraph and any 
            requirement that the Commission may impose by rule or 
            regulation pursuant to section 8a(5).
                ``(ii) Discretion of derivatives clearing 
            organization.--Subject to any rule or regulation prescribed 
            by the Commission, a derivatives clearing organization 
            shall have reasonable discretion in establishing the manner 
            by which the derivatives clearing organization complies 
            with each core principle described in this paragraph.
            ``(B) Financial resources.--
                ``(i) In general.--Each derivatives clearing 
            organization shall have adequate financial, operational, 
            and managerial resources, as determined by the Commission, 
            to discharge each responsibility of the derivatives 
            clearing organization.
                ``(ii) Minimum amount of financial resources.--Each 
            derivatives clearing organization shall possess financial 
            resources that, at a minimum, exceed the total amount that 
            would--

                    ``(I) enable the organization to meet its financial 
                obligations to its members and participants 
                notwithstanding a default by the member or participant 
                creating the largest financial exposure for that 
                organization in extreme but plausible market 
                conditions; and
                    ``(II) enable the derivatives clearing organization 
                to cover the operating costs of the derivatives 
                clearing organization for a period of 1 year (as 
                calculated on a rolling basis).

            ``(C) Participant and product eligibility.--
                ``(i) In general.--Each derivatives clearing 
            organization shall establish--

                    ``(I) appropriate admission and continuing 
                eligibility standards (including sufficient financial 
                resources and operational capacity to meet obligations 
                arising from participation in the derivatives clearing 
                organization) for members of, and participants in, the 
                derivatives clearing organization; and
                    ``(II) appropriate standards for determining the 
                eligibility of agreements, contracts, or transactions 
                submitted to the derivatives clearing organization for 
                clearing.

                ``(ii) Required procedures.--Each derivatives clearing 
            organization shall establish and implement procedures to 
            verify, on an ongoing basis, the compliance of each 
            participation and membership requirement of the derivatives 
            clearing organization.
                ``(iii) Requirements.--The participation and membership 
            requirements of each derivatives clearing organization 
            shall--

                    ``(I) be objective;
                    ``(II) be publicly disclosed; and
                    ``(III) permit fair and open access.

            ``(D) Risk management.--
                ``(i) In general.--Each derivatives clearing 
            organization shall ensure that the derivatives clearing 
            organization possesses the ability to manage the risks 
            associated with discharging the responsibilities of the 
            derivatives clearing organization through the use of 
            appropriate tools and procedures.
                ``(ii) Measurement of credit exposure.--Each 
            derivatives clearing organization shall--

                    ``(I) not less than once during each business day 
                of the derivatives clearing organization, measure the 
                credit exposures of the derivatives clearing 
                organization to each member and participant of the 
                derivatives clearing organization; and
                    ``(II) monitor each exposure described in subclause 
                (I) periodically during the business day of the 
                derivatives clearing organization.

                ``(iii) Limitation of exposure to potential losses from 
            defaults.--Each derivatives clearing organization, through 
            margin requirements and other risk control mechanisms, 
            shall limit the exposure of the derivatives clearing 
            organization to potential losses from defaults by members 
            and participants of the derivatives clearing organization 
            to ensure that--

                    ``(I) the operations of the derivatives clearing 
                organization would not be disrupted; and
                    ``(II) nondefaulting members or participants would 
                not be exposed to losses that nondefaulting members or 
                participants cannot anticipate or control.

                ``(iv) Margin requirements.--The margin required from 
            each member and participant of a derivatives clearing 
            organization shall be sufficient to cover potential 
            exposures in normal market conditions.
                ``(v) Requirements regarding models and parameters.--
            Each model and parameter used in setting margin 
            requirements under clause (iv) shall be--

                    ``(I) risk-based; and
                    ``(II) reviewed on a regular basis.

            ``(E) Settlement procedures.--Each derivatives clearing 
        organization shall--
                ``(i) complete money settlements on a timely basis (but 
            not less frequently than once each business day);
                ``(ii) employ money settlement arrangements to 
            eliminate or strictly limit the exposure of the derivatives 
            clearing organization to settlement bank risks (including 
            credit and liquidity risks from the use of banks to effect 
            money settlements);
                ``(iii) ensure that money settlements are final when 
            effected;
                ``(iv) maintain an accurate record of the flow of funds 
            associated with each money settlement;
                ``(v) possess the ability to comply with each term and 
            condition of any permitted netting or offset arrangement 
            with any other clearing organization;
                ``(vi) regarding physical settlements, establish rules 
            that clearly state each obligation of the derivatives 
            clearing organization with respect to physical deliveries; 
            and
                ``(vii) ensure that each risk arising from an 
            obligation described in clause (vi) is identified and 
            managed.
            ``(F) Treatment of funds.--
                ``(i) Required standards and procedures.--Each 
            derivatives clearing organization shall establish standards 
            and procedures that are designed to protect and ensure the 
            safety of member and participant funds and assets.
                ``(ii) Holding of funds and assets.--Each derivatives 
            clearing organization shall hold member and participant 
            funds and assets in a manner by which to minimize the risk 
            of loss or of delay in the access by the derivatives 
            clearing organization to the assets and funds.
                ``(iii) Permissible investments.--Funds and assets 
            invested by a derivatives clearing organization shall be 
            held in instruments with minimal credit, market, and 
            liquidity risks.
            ``(G) Default rules and procedures.--
                ``(i) In general.--Each derivatives clearing 
            organization shall have rules and procedures designed to 
            allow for the efficient, fair, and safe management of 
            events during which members or participants--

                    ``(I) become insolvent; or
                    ``(II) otherwise default on the obligations of the 
                members or participants to the derivatives clearing 
                organization.

                ``(ii) Default procedures.--Each derivatives clearing 
            organization shall--

                    ``(I) clearly state the default procedures of the 
                derivatives clearing organization;
                    ``(II) make publicly available the default rules of 
                the derivatives clearing organization; and
                    ``(III) ensure that the derivatives clearing 
                organization may take timely action--

                        ``(aa) to contain losses and liquidity 
                    pressures; and
                        ``(bb) to continue meeting each obligation of 
                    the derivatives clearing organization.
            ``(H) Rule enforcement.--Each derivatives clearing 
        organization shall--
                ``(i) maintain adequate arrangements and resources 
            for--

                    ``(I) the effective monitoring and enforcement of 
                compliance with the rules of the derivatives clearing 
                organization; and
                    ``(II) the resolution of disputes;

                ``(ii) have the authority and ability to discipline, 
            limit, suspend, or terminate the activities of a member or 
            participant due to a violation by the member or participant 
            of any rule of the derivatives clearing organization; and
                ``(iii) report to the Commission regarding rule 
            enforcement activities and sanctions imposed against 
            members and participants as provided in clause (ii).
            ``(I) System safeguards.--Each derivatives clearing 
        organization shall--
                ``(i) establish and maintain a program of risk analysis 
            and oversight to identify and minimize sources of 
            operational risk through the development of appropriate 
            controls and procedures, and automated systems, that are 
            reliable, secure, and have adequate scalable capacity;
                ``(ii) establish and maintain emergency procedures, 
            backup facilities, and a plan for disaster recovery that 
            allows for--

                    ``(I) the timely recovery and resumption of 
                operations of the derivatives clearing organization; 
                and
                    ``(II) the fulfillment of each obligation and 
                responsibility of the derivatives clearing 
                organization; and

                ``(iii) periodically conduct tests to verify that the 
            backup resources of the derivatives clearing organization 
            are sufficient to ensure daily processing, clearing, and 
            settlement.
            ``(J) Reporting.--Each derivatives clearing organization 
        shall provide to the Commission all information that the 
        Commission determines to be necessary to conduct oversight of 
        the derivatives clearing organization.
            ``(K) Recordkeeping.--Each derivatives clearing 
        organization shall maintain records of all activities related 
        to the business of the derivatives clearing organization as a 
        derivatives clearing organization--
                ``(i) in a form and manner that is acceptable to the 
            Commission; and
                ``(ii) for a period of not less than 5 years.
            ``(L) Public information.--
                ``(i) In general.--Each derivatives clearing 
            organization shall provide to market participants 
            sufficient information to enable the market participants to 
            identify and evaluate accurately the risks and costs 
            associated with using the services of the derivatives 
            clearing organization.
                ``(ii) Availability of information.--Each derivatives 
            clearing organization shall make information concerning the 
            rules and operating and default procedures governing the 
            clearing and settlement systems of the derivatives clearing 
            organization available to market participants.
                ``(iii) Public disclosure.--Each derivatives clearing 
            organization shall disclose publicly and to the Commission 
            information concerning--

                    ``(I) the terms and conditions of each contract, 
                agreement, and transaction cleared and settled by the 
                derivatives clearing organization;
                    ``(II) each clearing and other fee that the 
                derivatives clearing organization charges the members 
                and participants of the derivatives clearing 
                organization;
                    ``(III) the margin-setting methodology, and the 
                size and composition, of the financial resource package 
                of the derivatives clearing organization;
                    ``(IV) daily settlement prices, volume, and open 
                interest for each contract settled or cleared by the 
                derivatives clearing organization; and
                    ``(V) any other matter relevant to participation in 
                the settlement and clearing activities of the 
                derivatives clearing organization.

            ``(M) Information-sharing.--Each derivatives clearing 
        organization shall--
                ``(i) enter into, and abide by the terms of, each 
            appropriate and applicable domestic and international 
            information-sharing agreement; and
                ``(ii) use relevant information obtained from each 
            agreement described in clause (i) in carrying out the risk 
            management program of the derivatives clearing 
            organization.
            ``(N) Antitrust considerations.--Unless necessary or 
        appropriate to achieve the purposes of this Act, a derivatives 
        clearing organization shall not--
                ``(i) adopt any rule or take any action that results in 
            any unreasonable restraint of trade; or
                ``(ii) impose any material anticompetitive burden.
            ``(O) Governance fitness standards.--
                ``(i) Governance arrangements.--Each derivatives 
            clearing organization shall establish governance 
            arrangements that are transparent--

                    ``(I) to fulfill public interest requirements; and
                    ``(II) to permit the consideration of the views of 
                owners and participants.

                ``(ii) Fitness standards.--Each derivatives clearing 
            organization shall establish and enforce appropriate 
            fitness standards for--

                    ``(I) directors;
                    ``(II) members of any disciplinary committee;
                    ``(III) members of the derivatives clearing 
                organization;
                    ``(IV) any other individual or entity with direct 
                access to the settlement or clearing activities of the 
                derivatives clearing organization; and
                    ``(V) any party affiliated with any individual or 
                entity described in this clause.

            ``(P) Conflicts of interest.--Each derivatives clearing 
        organization shall--
                ``(i) establish and enforce rules to minimize conflicts 
            of interest in the decision-making process of the 
            derivatives clearing organization; and
                ``(ii) establish a process for resolving conflicts of 
            interest described in clause (i).
            ``(Q) Composition of governing boards.--Each derivatives 
        clearing organization shall ensure that the composition of the 
        governing board or committee of the derivatives clearing 
        organization includes market participants.
            ``(R) Legal risk.--Each derivatives clearing organization 
        shall have a well-founded, transparent, and enforceable legal 
        framework for each aspect of the activities of the derivatives 
        clearing organization.''.
    (d) Conflicts of Interest.--The Commodity Futures Trading 
Commission shall adopt rules mitigating conflicts of interest in 
connection with the conduct of business by a swap dealer or a major 
swap participant with a derivatives clearing organization, board of 
trade, or a swap execution facility that clears or trades swaps in 
which the swap dealer or major swap participant has a material debt or 
material equity investment.
    (e) Reporting Requirements.--Section 5b of the Commodity Exchange 
Act (7 U.S.C. 7a-1) (as amended by subsection (b)) is amended by adding 
at the end the following:
    ``(k) Reporting Requirements.--
        ``(1) Duty of derivatives clearing organizations.--Each 
    derivatives clearing organization that clears swaps shall provide 
    to the Commission all information that is determined by the 
    Commission to be necessary to perform each responsibility of the 
    Commission under this Act.
        ``(2) Data collection and maintenance requirements.--The 
    Commission shall adopt data collection and maintenance requirements 
    for swaps cleared by derivatives clearing organizations that are 
    comparable to the corresponding requirements for--
            ``(A) swaps data reported to swap data repositories; and
            ``(B) swaps traded on swap execution facilities.
        ``(3) Reports on security-based swap agreements to be shared 
    with the securities and exchange commission.--
            ``(A) In general.--A derivatives clearing organization that 
        clears security-based swap agreements (as defined in section 
        1a(47)(A)(v)) shall, upon request, open to inspection and 
        examination to the Securities and Exchange Commission all books 
        and records relating to such security-based swap agreements, 
        consistent with the confidentiality and disclosure requirements 
        of section 8.
            ``(B) Jurisdiction.--Nothing in this paragraph shall affect 
        the exclusive jurisdiction of the Commission to prescribe 
        recordkeeping and reporting requirements for a derivatives 
        clearing organization that is registered with the Commission.
        ``(4) Information sharing.--Subject to section 8, and upon 
    request, the Commission shall share information collected under 
    paragraph (2) with--
            ``(A) the Board;
            ``(B) the Securities and Exchange Commission;
            ``(C) each appropriate prudential regulator;
            ``(D) the Financial Stability Oversight Council;
            ``(E) the Department of Justice; and
            ``(F) any other person that the Commission determines to be 
        appropriate, including--
                ``(i) foreign financial supervisors (including foreign 
            futures authorities);
                ``(ii) foreign central banks; and
                ``(iii) foreign ministries.
        ``(5) Confidentiality and indemnification agreement.--Before 
    the Commission may share information with any entity described in 
    paragraph (4)--
            ``(A) the Commission shall receive a written agreement from 
        each entity stating that the entity shall abide by the 
        confidentiality requirements described in section 8 relating to 
        the information on swap transactions that is provided; and
            ``(B) each entity shall agree to indemnify the Commission 
        for any expenses arising from litigation relating to the 
        information provided under section 8.
        ``(6) Public information.--Each derivatives clearing 
    organization that clears swaps shall provide to the Commission 
    (including any designee of the Commission) information under 
    paragraph (2) in such form and at such frequency as is required by 
    the Commission to comply with the public reporting requirements 
    contained in section 2(a)(13).''.
    (f) Public Disclosure.--Section 8(e) of the Commodity Exchange Act 
(7 U.S.C. 12(e)) is amended in the last sentence--
        (1) by inserting ``, central bank and ministries,'' after 
    ``department'' each place it appears; and
        (2) by striking ``. is a party.'' and inserting ``, is a 
    party.''.
    (g) Legal Certainty for Identified Banking Products.--
        (1) Repeals.--The Legal Certainty for Bank Products Act of 2000 
    (7 U.S.C. 27 et seq.) is amended--
            (A) by striking sections 404 and 407 (7 U.S.C. 27b, 27e);
            (B) in section 402 (7 U.S.C. 27), by striking subsection 
        (d); and
            (C) in section 408 (7 U.S.C. 27f)--
                (i) in subsection (c)--

                    (I) by striking ``in the case'' and all that 
                follows through ``a hybrid'' and inserting ``in the 
                case of a hybrid'';
                    (II) by striking ``; or'' and inserting a period; 
                and
                    (III) by striking paragraph (2);

                (ii) by striking subsection (b); and
                (iii) by redesignating subsection (c) as subsection 
            (b).
        (2) Legal certainty for bank products act of 2000.--Section 403 
    of the Legal Certainty for Bank Products Act of 2000 (7 U.S.C. 27a) 
    is amended to read as follows:
    ``SEC. 403. EXCLUSION OF IDENTIFIED BANKING PRODUCT.
    ``(a) Exclusion.--Except as provided in subsection (b) or (c)--
        ``(1) the Commodity Exchange Act (7 U.S.C. 1 et seq.) shall not 
    apply to, and the Commodity Futures Trading Commission shall not 
    exercise regulatory authority under the Commodity Exchange Act (7 
    U.S.C. 1 et seq.) with respect to, an identified banking product; 
    and
        ``(2) the definitions of `security-based swap' in section 
    3(a)(68) of the Securities Exchange Act of 1934 and `security-based 
    swap agreement' in section 1a(47)(A)(v) of the Commodity Exchange 
    Act and section 3(a)(78) of the Securities Exchange Act of 1934 do 
    not include any identified bank product.
    ``(b) Exception.--An appropriate Federal banking agency may except 
an identified banking product of a bank under its regulatory 
jurisdiction from the exclusion in subsection (a) if the agency 
determines, in consultation with the Commodity Futures Trading 
Commission and the Securities and Exchange Commission, that the 
product--
        ``(1) would meet the definition of a `swap' under section 
    1a(47) of the Commodity Exchange Act (7 U.S.C. 1a) or a `security-
    based swap' under that section 3(a)(68) of the Securities Exchange 
    Act of 1934; and
        ``(2) has become known to the trade as a swap or security-based 
    swap, or otherwise has been structured as an identified banking 
    product for the purpose of evading the provisions of the Commodity 
    Exchange Act (7 U.S.C. 1 et seq.), the Securities Act of 1933 (15 
    U.S.C. 77a et seq.), or the Securities Exchange Act of 1934 (15 
    U.S.C. 78a et seq.).
    ``(c) Exception.--The exclusions in subsection (a) shall not apply 
to an identified bank product that--
        ``(1) is a product of a bank that is not under the regulatory 
    jurisdiction of an appropriate Federal banking agency;
        ``(2) meets the definition of swap in section 1a(47) of the 
    Commodity Exchange Act or security-based swap in section 3(a)(68) 
    of the Securities Exchange Act of 1934; and
        ``(3) has become known to the trade as a swap or security-based 
    swap, or otherwise has been structured as an identified banking 
    product for the purpose of evading the provisions of the Commodity 
    Exchange Act (7 U.S.C. 1 et seq.), the Securities Act of 1933 (15 
    U.S.C. 77a et seq.), or the Securities Exchange Act of 1934 (15 
    U.S.C. 78a et seq.).''.
    (h) Reducing Clearing Systemic Risk.--Section 5b(f)(1) of the 
Commodity Exchange Act (7 U.S.C. 7a-1(F)(i)) is amended by adding at 
the end the following: ``In order to minimize systemic risk, under no 
circumstances shall a derivatives clearing organization be compelled to 
accept the counterparty credit risk of another clearing 
organization.''.
    SEC. 726. RULEMAKING ON CONFLICT OF INTEREST.
    (a) In General.--In order to mitigate conflicts of interest, not 
later than 180 days after the date of enactment of the Wall Street 
Transparency and Accountability Act of 2010, the Commodity Futures 
Trading Commission shall adopt rules which may include numerical limits 
on the control of, or the voting rights with respect to, any 
derivatives clearing organization that clears swaps, or swap execution 
facility or board of trade designated as a contract market that posts 
swaps or makes swaps available for trading, by a bank holding company 
(as defined in section 2 of the Bank Holding Company Act of 1956 (12 
U.S.C. 1841)) with total consolidated assets of $50,000,000,000 or 
more, a nonbank financial company (as defined in section 102) 
supervised by the Board, an affiliate of such a bank holding company or 
nonbank financial company, a swap dealer, major swap participant, or 
associated person of a swap dealer or major swap participant.
    (b) Purposes.--The Commission shall adopt rules if it determines, 
after the review described in subsection (a), that such rules are 
necessary or appropriate to improve the governance of, or to mitigate 
systemic risk, promote competition, or mitigate conflicts of interest 
in connection with a swap dealer or major swap participant's conduct of 
business with, a derivatives clearing organization, contract market, or 
swap execution facility that clears or posts swaps or makes swaps 
available for trading and in which such swap dealer or major swap 
participant has a material debt or equity investment.
    (c) Considerations.--In adopting rules pursuant to this section, 
the Commodity Futures Trading Commission shall consider any conflicts 
of interest arising from the amount of equity owned by a single 
investor, the ability to vote, cause the vote of, or withhold votes 
entitled to be cast on any matters by the holders of the ownership 
interest, and the governance arrangements of any derivatives clearing 
organization that clears swaps, or swap execution facility or board of 
trade designated as a contract market that posts swaps or makes swaps 
available for trading.
    SEC. 727. PUBLIC REPORTING OF SWAP TRANSACTION DATA.
    Section 2(a) of the Commodity Exchange Act (7 U.S.C. 2(a)) is 
amended by adding at the end the following:
        ``(13) Public availability of swap transaction data.--
            ``(A) Definition of real-time public reporting.--In this 
        paragraph, the term `real-time public reporting' means to 
        report data relating to a swap transaction, including price and 
        volume, as soon as technologically practicable after the time 
        at which the swap transaction has been executed.
            ``(B) Purpose.--The purpose of this section is to authorize 
        the Commission to make swap transaction and pricing data 
        available to the public in such form and at such times as the 
        Commission determines appropriate to enhance price discovery.
            ``(C) General rule.--The Commission is authorized and 
        required to provide by rule for the public availability of swap 
        transaction and pricing data as follows:
                ``(i) With respect to those swaps that are subject to 
            the mandatory clearing requirement described in subsection 
            (h)(1) (including those swaps that are excepted from the 
            requirement pursuant to subsection (h)(7)), the Commission 
            shall require real-time public reporting for such 
            transactions.
                ``(ii) With respect to those swaps that are not subject 
            to the mandatory clearing requirement described in 
            subsection (h)(1), but are cleared at a registered 
            derivatives clearing organization, the Commission shall 
            require real-time public reporting for such transactions.
                ``(iii) With respect to swaps that are not cleared at a 
            registered derivatives clearing organization and which are 
            reported to a swap data repository or the Commission under 
            subsection (h)(6), the Commission shall require real-time 
            public reporting for such transactions, in a manner that 
            does not disclose the business transactions and market 
            positions of any person.
                ``(iv) With respect to swaps that are determined to be 
            required to be cleared under subsection (h)(2) but are not 
            cleared, the Commission shall require real-time public 
            reporting for such transactions.
            ``(D) Registered entities and public reporting.--The 
        Commission may require registered entities to publicly 
        disseminate the swap transaction and pricing data required to 
        be reported under this paragraph.
            ``(E) Rulemaking required.--With respect to the rule 
        providing for the public availability of transaction and 
        pricing data for swaps described in clauses (i) and (ii) of 
        subparagraph (C), the rule promulgated by the Commission shall 
        contain provisions--
                ``(i) to ensure such information does not identify the 
            participants;
                ``(ii) to specify the criteria for determining what 
            constitutes a large notional swap transaction (block trade) 
            for particular markets and contracts;
                ``(iii) to specify the appropriate time delay for 
            reporting large notional swap transactions (block trades) 
            to the public; and
                ``(iv) that take into account whether the public 
            disclosure will materially reduce market liquidity.
            ``(F) Timeliness of reporting.--Parties to a swap 
        (including agents of the parties to a swap) shall be 
        responsible for reporting swap transaction information to the 
        appropriate registered entity in a timely manner as may be 
        prescribed by the Commission.
            ``(G) Reporting of swaps to registered swap data 
        repositories.--Each swap (whether cleared or uncleared) shall 
        be reported to a registered swap data repository.
        ``(14) Semiannual and annual public reporting of aggregate swap 
    data.--
            ``(A) In general.--In accordance with subparagraph (B), the 
        Commission shall issue a written report on a semiannual and 
        annual basis to make available to the public information 
        relating to--
                ``(i) the trading and clearing in the major swap 
            categories; and
                ``(ii) the market participants and developments in new 
            products.
            ``(B) Use; consultation.--In preparing a report under 
        subparagraph (A), the Commission shall--
                ``(i) use information from swap data repositories and 
            derivatives clearing organizations; and
                ``(ii) consult with the Office of the Comptroller of 
            the Currency, the Bank for International Settlements, and 
            such other regulatory bodies as may be necessary.
            ``(C) Authority of the commission.--The Commission may, by 
        rule, regulation, or order, delegate the public reporting 
        responsibilities of the Commission under this paragraph in 
        accordance with such terms and conditions as the Commission 
        determines to be appropriate and in the public interest.''.
    SEC. 728. SWAP DATA REPOSITORIES.
    The Commodity Exchange Act is amended by inserting after section 20 
(7 U.S.C. 24) the following:
  ``SEC. 21. SWAP DATA REPOSITORIES.
    ``(a) Registration Requirement.--
        ``(1) Requirement; authority of derivatives clearing 
    organization.--
            ``(A) In general.--It shall be unlawful for any person, 
        unless registered with the Commission, directly or indirectly 
        to make use of the mails or any means or instrumentality of 
        interstate commerce to perform the functions of a swap data 
        repository.
            ``(B) Registration of derivatives clearing organizations.--
        A derivatives clearing organization may register as a swap data 
        repository.
        ``(2) Inspection and examination.--Each registered swap data 
    repository shall be subject to inspection and examination by any 
    representative of the Commission.
        ``(3) Compliance with core principles.--
            ``(A) In general.--To be registered, and maintain 
        registration, as a swap data repository, the swap data 
        repository shall comply with--
                ``(i) the requirements and core principles described in 
            this section; and
                ``(ii) any requirement that the Commission may impose 
            by rule or regulation pursuant to section 8a(5).
            ``(B) Reasonable discretion of swap data repository.--
        Unless otherwise determined by the Commission by rule or 
        regulation, a swap data repository described in subparagraph 
        (A) shall have reasonable discretion in establishing the manner