12 CFR 265.6 – Functions delegated to the General Counsel
The General Counsel (or the General Counsel’s delegatee) is authorized:
(a) Procedure—(1) Reconsideration of Board action. Pursuant to § 262.3(k) of the Board’s Rules of Procedure (12 CFR 262.3(k)) to determine whether or not to grant a request for reconsideration or whether to deny a request for stay of the effective date of any action taken by the Board with respect to an action as provided in that part.
(2) Public meetings. To order, after consulting with the directors of other interested divisions of the Board and the appropriate Reserve Bank, that a public meeting or other proceeding be held in accordance with § 262.25 of the Board’s Rules of Procedure (12 CFR 262.25), in connection with any application or notice filed with the Board, and to designate the presiding officer in the proceeding under terms and conditions the General Counsel deems appropriate.
(3) Designation of Board counsel for hearings. To designate Board staff attorneys as Board counsel in any proceeding ordered by the Board in accordance with § 263.6 of the Board’s Rules of Practice for Hearings (12 CFR 263.6).
(b) Availability of Information—(1) Board records. To make available information of the Board of the nature and in the circumstances described in the Board’s Rules Regarding Availability of Information (12 CFR part 261).
(2) Disclosure to foreign authorities. To make the determinations required for disclosure of information to a foreign bank regulatory or supervisory authority, and to obtain, to the extent necessary, the agreement of such authority to maintain the confidentiality of such information to the extent possible under applicable law.
(3) Assistance to foreign authorities. To approve requests for assistance from any foreign bank regulatory or supervisory authority that is conducting an investigation regarding violations of any law or regulation relating to banking matters or currency transactions administered or enforced by such authority, and to make the determinations required for any investigation or collection of information and evidence pertinent to such request. In deciding whether to approve requests for assistance under this paragraph (b)(3), the General Counsel shall consider:
(i) Whether the requesting authority has agreed to provide reciprocal assistance with respect to banking matters within the jurisdiction of any appropriate Federal banking agency;
(ii) Whether compliance with the request would prejudice the public interest of the United States; and
(iii) Whether the request is consistent with the requirement that the Board conduct any such investigation in compliance with the laws of the United States and the policies and procedures of the Board.
(c) Bank holding companies; savings and loan holding companies; change in bank control; mergers—(1) Control determinations under section 4(c)(8) of the Bank Holding Company Act. To determine, or issue an order for a hearing to determine, whether a company engaged in financial, fiduciary, or insurance activities falls within the exemption in section 4(c)(8) of the Bank Holding Company Act (12 U.S.C. § 1843(c)(8)), permitting retention or acquisition of control thereof by a bank holding company.
(2) Data processing. In consultation with the Director of the Division of Supervision and Regulation, to review and act on requests for permission by bank holding companies to administer the 49 percent revenue limit on nonfinancial data processing activities on a business-line or multiple-entity basis in appropriate circumstances under § 225.28(b)(14)(ii) of Regulation Y (12 CFR 225.28(b)(14)(ii)).
(3) Notices under the Change in Bank Control Act. To revoke acceptance of and return as incomplete a notice filed under the Change in Bank Control Act (12 U.S.C. § 1817(j)) or to extend the time during which action must be taken on a notice where the General Counsel determines, with the concurrence of the Director of the Division of Supervision and Regulation, that the notice is materially incomplete under that Act or Regulation Y (12 CFR part 225), or contains material information that is substantially inaccurate.
(d) Management interlocks—(1) General exemptions. After consultation with the Director of the Division of Supervision and Regulation, to grant exceptions from the prohibitions of Regulation L (12 CFR part 212) or subpart J of Regulation LL (12 CFR part 238 subpart J) under the general exemption of section 212.6 of Regulation L (12 CFR 212.6) or section 238.96 of Regulation LL (12 CFR 238.96).
(2) Legacy management interlocks. After consultation with the Director of the Division of Supervision and Regulation, to approve a request to extend a management interlock permissible under section 206 of the Depository Institution Management Interlocks Act (12 U.S.C. § 3205).
(e) Enforcement actions. With the concurrence of the Director of the Division of Supervision and Regulation:
(1) To enter into a cease-and-desist order, removal and prohibition order, or civil money penalty assessment order with a bank holding company or any nonbanking subsidiary thereof, with a State member bank, with a savings and loan holding company, or with any other person or entity subject to the Board’s jurisdiction under section 8(b) or (e) of the Federal Deposit Insurance Act (12 U.S.C. § 1818(b) or (e)), when the order has been consented to by the institution or individual subject to the order; or to issue a notice suspending or prohibiting an institution-affiliated party under section 8(g) of the Federal Deposit Insurance Act (12 U.S.C. § 1818(g)) when the notice has been consented to by the individual subject to the notice;
(2) To stay, modify, terminate, or suspend an order or notice issued pursuant to paragraph (e)(1) of this section.
(3) To grant consent to a person subject to an order of removal and/or prohibition or suspension notice or order issued by the Board or other Federal financial institutions regulatory agency to become an institution-affiliated party of, to otherwise participate in the conduct of the affairs of, or to take an action with respect to any voting rights in, any Board-supervised institution or entity.
(4) To take, or authorize designated persons to take actions permitted under 12 U.S.C. § 1818(n), 1820(c), and 12 U.S.C. § 1844(f), including administering oaths and affirmations, taking depositions, and issuing, revoking, quashing, or modifying subpoenas duces tecum.
(f) International banking—(1) After-the-fact applications. With the concurrence of the Director of the Division of Supervision and Regulation, to grant a request by a foreign bank to establish a branch, agency, commercial lending company, or representative office through certain acquisitions, mergers, consolidations, or similar transactions, in conjunction with which:
(i) The foreign bank would be required to file an after-the-fact application for the Board’s approval under § 211.24(a)(6) of Regulation K (12 CFR 211.24(a)(6)); or
(ii) The General Counsel may waive the requirement for an after-the-fact application if:
(A) The surviving foreign bank commits to wind down the U.S. operations of the acquired foreign bank; and
(B) The merger or consolidation raises no significant policy or supervisory issues.
(2) To modify the requirement that a foreign bank that has submitted an application or notice to establish a branch, agency, commercial lending company, or representative office pursuant to § 211.24(a) of Regulation K (12 CFR 211.24(a)) shall publish notice of the application or notice in a newspaper of general circulation in the community in which the applicant or notificant proposes to engage in business, as provided in § 211.24(b)(2) of Regulation K (12 CFR 211.24(b)(2)).
(3) With the concurrence of the Director of the Division of Supervision and Regulation, to grant a request for an exemption under section 4(c)(9) of the Bank Holding Company Act (12 U.S.C. § 1843(c)(9)), provided that the request raises no significant policy or supervisory issues that the Board has not already considered.
(4) To return applications and notices filed under the International Banking Act for informational deficits.
(5) To determine that an entity qualifies as a “special-purpose foreign government-owned bank” for purposes of § 211.24(d)(3) of Regulation K (12 CFR 211.24(d)(3)).
(g) Conflicts of interest waivers. To issue individual conflicts of interest waivers under 18 U.S.C. § 208(b)(1) to employees and officials other than Board members.
(h) Deregistration requests. With the concurrence of the Director of the Division of Supervision and Regulation, to determine, pursuant to section 10(a)(1)(D)(ii) of the Home Owners’ Loan Act (12 U.S.C. § 1467a(a)(1)(D)(ii)), that a company is not a savings and loan holding company by virtue of its control of 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 (12 U.S.C. § 1841(c)(2)(D)), where no significant legal, policy, or supervisory issues are raised by the specific proposal.
(i) Small entity compliance guides. In consultation with the director of any other division responsible for drafting the associated rule, as appropriate, to approve and publish small entity compliance guides in accordance with section 212 of the Small Business Regulatory Enforcement Fairness Act of 1996 (5 U.S.C. § 601 note).
(j) Internal debt conversion triggers. In consultation with the Director of the Division of Supervision and Regulation, to approve contractual language (“conversion trigger”) required to be included in the eligible internal debt securities (“eligible long-term debt”) issued pursuant to the Board’s total loss-absorbing capacity rule (“TLAC Rule”) by the U.S. intermediate holding companies of foreign global systemically important banking organizations required to be formed under 12 CFR 252.153(a) (“Covered IHCs”), to the extent that such language does not raise any significant legal, policy, or supervisory concerns. The authority delegated to the General Counsel in consultation with the Director of the Division of Supervision and Regulation to approve conversion triggers is limited to requests that meet the following criteria:
(1) The conversion trigger does not include any conditions for triggering the conversion other than the issuance of an internal debt conversion order by the Board;
(2) The instruments governing the long-term debt and related documents mitigate any impediments to conversion of the long-term debt into equity capital;
(3) The conversion trigger provides for the conversion of the long-term debt into common equity tier 1 capital;
(4) The conversion trigger requires the conversion of long-term debt in the amount specified by the Board’s internal debt conversion order; and
(5) Upon conversion of long-term debt pursuant to the conversion trigger, the converted long-term debt would no longer remain outstanding as a liability of the Covered IHC.
(k) Section 19 of the Federal Deposit Insurance Act. With the concurrence of the Director of the Division of Supervision and Regulation, to approve or disapprove requests under section 19 of the Federal Deposit Insurance Act (12 U.S.C. § 1829) where no significant legal, policy or supervisory issues are raised by the specific proposal.