{"identifier":"/us/usc/t12/s1467b","title":12,"num":"\u00a7\u202f1467b.","heading":"Intermediate holding companies","text":"\u00a7\u202f1467b.\nIntermediate holding companies\n(a)\nDefinition\nFor purposes of this section:\n(1)\nFinancial activities\nThe term \u201cfinancial activities\u201d means activities described in clauses (i) and (ii) of\nsection 1467a(c)(9)(A) of this title\n(2)\nGrandfathered unitary savings and loan holding company\nThe term \u201cgrandfathered unitary savings and loan holding company\u201d means a company described in\nsection 1467a(c)(9)(C) of this title\n(3)\nInternal financial activities\nThe term \u201cinternal financial activities\u201d includes\u2014\n(A) internal financial activities conducted by a grandfathered savings and loan holding company or any affiliate; and\n(B) internal treasury, investment, and employee benefit functions.\n(b)\nRequirement\n(1)\nIn general\n(A)\nActivities other than financial activities\nIf 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.\n1\n1 See References in Text note below.\n(B)\nOther activities\nNotwithstanding 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\u2014\n(i) to appropriately supervise activities that are determined to be financial activities; or\n(ii) to ensure that supervision by the Board does not extend to the activities of such company that are not financial activities.\n(2)\nInternal financial activities\n(A)\nTreatment of internal financial activities\nFor 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.\n(B)\nGrandfathered activities\nA 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\u2014\n(i) the grandfathered unitary savings and loan holding company engaged in the activity during the year before\nJuly 21, 2010\n(ii) at least \u2154 of the assets or \u2154 of the revenues generated from the activity are from or attributable to the grandfathered unitary savings and loan holding company.\n(3)\nSource of strength\nA 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.\n(4)\nParent company reports\nThe 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.\n(5)\nLimited parent company enforcement\n(A)\nIn general\nIn 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 [\n12 U.S.C. 1818\n(B)\nApplication of other Act\nAny 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 [\n12 U.S.C. 1811\n(C)\nNo effect on other authority\nNo 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.\n(c)\nRegulations\nThe Board\u2014\n(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\n(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.\n(d)\nRules of construction\n(1)\nActivities\nNothing in this section shall be construed to require a grandfathered unitary savings and loan holding company to conform its activities to permissible activities.\n(2)\nPermissible corporate reorganization\nThe formation of an intermediate holding company as required in subsection (b) shall be presumed to be a permissible corporate reorganization as described in\nsection 1467a(c)(9)(D) of this title","url":"https://projectusc.org/usc/t12/s1467b.html","content":[{"t":"sec","id":"/us/usc/t12/s1467b","children":[{"t":"num","text":"\u00a7\u202f1467b."},{"t":"heading","text":"Intermediate holding companies"},{"t":"subsec","id":"/us/usc/t12/s1467b/a","children":[{"t":"num","text":"(a)"},{"t":"heading","text":"Definition"},{"t":"chapeau","text":"For purposes of this section:"},{"t":"para","id":"/us/usc/t12/s1467b/a/1","children":[{"t":"num","text":"(1)"},{"t":"heading","text":"Financial activities"},{"t":"content","children":[{"t":"p","text":"The term \u201cfinancial activities\u201d means activities described in clauses (i) and (ii) of ","children":[{"t":"ref","text":"section 1467a(c)(9)(A) of this title","href":"/us/usc/t12/s1467a/c/9/A","tail":"."}],"tail":"\n"}],"tail":"\n"}],"tail":"\n"},{"t":"para","id":"/us/usc/t12/s1467b/a/2","children":[{"t":"num","text":"(2)"},{"t":"heading","text":"Grandfathered unitary savings and loan holding company"},{"t":"content","children":[{"t":"p","text":"The term \u201cgrandfathered unitary savings and loan holding company\u201d means a company described in ","children":[{"t":"ref","text":"section 1467a(c)(9)(C) of this title","href":"/us/usc/t12/s1467a/c/9/C","tail":"."}],"tail":"\n"}],"tail":"\n"}],"tail":"\n"},{"t":"para","id":"/us/usc/t12/s1467b/a/3","children":[{"t":"num","text":"(3)"},{"t":"heading","text":"Internal financial activities"},{"t":"chapeau","text":"The term \u201cinternal financial activities\u201d includes\u2014"},{"t":"subpara","id":"/us/usc/t12/s1467b/a/3/A","children":[{"t":"num","text":"(A)"},{"t":"content","text":" internal financial activities conducted by a grandfathered savings and loan holding company or any affiliate; and","tail":"\n"}],"tail":"\n"},{"t":"subpara","id":"/us/usc/t12/s1467b/a/3/B","children":[{"t":"num","text":"(B)"},{"t":"content","text":" internal treasury, investment, and employee benefit functions.","tail":"\n"}],"tail":"\n"}],"tail":"\n"}],"tail":"\n"},{"t":"subsec","id":"/us/usc/t12/s1467b/b","children":[{"t":"num","text":"(b)"},{"t":"heading","text":"Requirement"},{"t":"para","id":"/us/usc/t12/s1467b/b/1","children":[{"t":"num","text":"(1)"},{"t":"heading","text":"In general"},{"t":"subpara","id":"/us/usc/t12/s1467b/b/1/A","children":[{"t":"num","text":"(A)"},{"t":"heading","text":"Activities other than financial activities"},{"t":"content","children":[{"t":"p","text":"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.","children":[{"t":"ref","text":"1"},{"t":"num","text":"1","tail":"\u202fSee References in Text note below."},{"t":"text","text":"\u202fSee References in Text note below."}],"tail":"\n"}],"tail":"\n"}],"tail":"\n"},{"t":"subpara","id":"/us/usc/t12/s1467b/b/1/B","children":[{"t":"num","text":"(B)"},{"t":"heading","text":"Other activities"},{"t":"chapeau","text":"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\u2014"},{"t":"clause","id":"/us/usc/t12/s1467b/b/1/B/i","children":[{"t":"num","text":"(i)"},{"t":"content","text":" to appropriately supervise activities that are determined to be financial activities; or","tail":"\n"}],"tail":"\n"},{"t":"clause","id":"/us/usc/t12/s1467b/b/1/B/ii","children":[{"t":"num","text":"(ii)"},{"t":"content","text":" to ensure that supervision by the Board does not extend to the activities of such company that are not financial activities.","tail":"\n"}],"tail":"\n"}],"tail":"\n"}],"tail":"\n"},{"t":"para","id":"/us/usc/t12/s1467b/b/2","children":[{"t":"num","text":"(2)"},{"t":"heading","text":"Internal financial activities"},{"t":"subpara","id":"/us/usc/t12/s1467b/b/2/A","children":[{"t":"num","text":"(A)"},{"t":"heading","text":"Treatment of internal financial activities"},{"t":"content","children":[{"t":"p","text":"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.","tail":"\n"}],"tail":"\n"}],"tail":"\n"},{"t":"subpara","id":"/us/usc/t12/s1467b/b/2/B","children":[{"t":"num","text":"(B)"},{"t":"heading","text":"Grandfathered activities"},{"t":"chapeau","text":"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\u2014"},{"t":"clause","id":"/us/usc/t12/s1467b/b/2/B/i","children":[{"t":"num","text":"(i)"},{"t":"content","text":" the grandfathered unitary savings and loan holding company engaged in the activity during the year before ","children":[{"t":"text","text":"July 21, 2010","tail":"; and"}],"tail":"\n"}],"tail":"\n"},{"t":"clause","id":"/us/usc/t12/s1467b/b/2/B/ii","children":[{"t":"num","text":"(ii)"},{"t":"content","text":" at least \u2154 of the assets or \u2154 of the revenues generated from the activity are from or attributable to the grandfathered unitary savings and loan holding company.","tail":"\n"}],"tail":"\n"}],"tail":"\n"}],"tail":"\n"},{"t":"para","id":"/us/usc/t12/s1467b/b/3","children":[{"t":"num","text":"(3)"},{"t":"heading","text":"Source of strength"},{"t":"content","children":[{"t":"p","text":"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.","tail":"\n"}],"tail":"\n"}],"tail":"\n"},{"t":"para","id":"/us/usc/t12/s1467b/b/4","children":[{"t":"num","text":"(4)"},{"t":"heading","text":"Parent company reports"},{"t":"content","children":[{"t":"p","text":"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.","tail":"\n"}],"tail":"\n"}],"tail":"\n"},{"t":"para","id":"/us/usc/t12/s1467b/b/5","children":[{"t":"num","text":"(5)"},{"t":"heading","text":"Limited parent company enforcement"},{"t":"subpara","id":"/us/usc/t12/s1467b/b/5/A","children":[{"t":"num","text":"(A)"},{"t":"heading","text":"In general"},{"t":"content","children":[{"t":"p","text":"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 [","children":[{"t":"ref","text":"12 U.S.C. 1818","href":"/us/usc/t12/s1818","tail":"], 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."}],"tail":"\n"}],"tail":"\n"}],"tail":"\n"},{"t":"subpara","id":"/us/usc/t12/s1467b/b/5/B","children":[{"t":"num","text":"(B)"},{"t":"heading","text":"Application of other Act"},{"t":"content","children":[{"t":"p","text":"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 [","children":[{"t":"ref","text":"12 U.S.C. 1811","href":"/us/usc/t12/s1811","tail":" et seq.] for purposes of subparagraph (A)."}],"tail":"\n"}],"tail":"\n"}],"tail":"\n"},{"t":"subpara","id":"/us/usc/t12/s1467b/b/5/C","children":[{"t":"num","text":"(C)"},{"t":"heading","text":"No effect on other authority"},{"t":"content","children":[{"t":"p","text":"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.","tail":"\n"}],"tail":"\n"}],"tail":"\n"}],"tail":"\n"}],"tail":"\n"},{"t":"subsec","id":"/us/usc/t12/s1467b/c","children":[{"t":"num","text":"(c)"},{"t":"heading","text":"Regulations"},{"t":"chapeau","text":"The Board\u2014"},{"t":"para","id":"/us/usc/t12/s1467b/c/1","children":[{"t":"num","text":"(1)"},{"t":"content","text":" 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","tail":"\n"}],"tail":"\n"},{"t":"para","id":"/us/usc/t12/s1467b/c/2","children":[{"t":"num","text":"(2)"},{"t":"content","text":" 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.","tail":"\n"}],"tail":"\n"}],"tail":"\n"},{"t":"subsec","id":"/us/usc/t12/s1467b/d","children":[{"t":"num","text":"(d)"},{"t":"heading","text":"Rules of construction"},{"t":"para","id":"/us/usc/t12/s1467b/d/1","children":[{"t":"num","text":"(1)"},{"t":"heading","text":"Activities"},{"t":"content","children":[{"t":"p","text":"Nothing in this section shall be construed to require a grandfathered unitary savings and loan holding company to conform its activities to permissible activities.","tail":"\n"}],"tail":"\n"}],"tail":"\n"},{"t":"para","id":"/us/usc/t12/s1467b/d/2","children":[{"t":"num","text":"(2)"},{"t":"heading","text":"Permissible corporate reorganization"},{"t":"content","children":[{"t":"p","text":"The formation of an intermediate holding company as required in subsection (b) shall be presumed to be a permissible corporate reorganization as described in ","children":[{"t":"ref","text":"section 1467a(c)(9)(D) of this title","href":"/us/usc/t12/s1467a/c/9/D","tail":"."}],"tail":"\n"}],"tail":"\n"}],"tail":"\n"}],"tail":"\n"},{"t":"text","text":"\n"},{"t":"text","text":"\n"}]}]}