Voglio sapere a riguardo di…

Federal Register / Vol. 86, No. 21 / Wednesday, February 3, 2021 / Rules and Regulations savings associations to the list of entities for which the FDIC is designated as the appropriate Federal banking agency.
As a result, when the FDIC is designated as the appropriate Federal banking agency or under similar terminology for State savings associations, the FDIC
is authorized to issue, modify, and rescind regulations involving such associations.
As noted, on July 14, 2011, operating pursuant to this authority, the FDICs Board of Directors reissued and redesignated certain transferring regulations of the former OTS. These transferred OTS regulations were published as new FDIC regulations in the Federal Register on August 5, 2011.19 When it republished the transferred OTS regulations as new FDIC regulations, the FDIC specifically noted that its staff would evaluate the transferred OTS rules and might later recommend incorporating the transferred OTS regulations into other FDIC rules, amending them, or rescinding them, as appropriate.20
The final rule adopts, without change, the notice of proposed rulemaking NPR published in the Federal Register on October 26, 2020, which received no comments.
III. The Proposed Rule
jbell on DSKJLSW7X2PROD with RULES2

On October 26, 2020, the FDIC
published an NPR regarding the removal of part 390, subpart O formerly OTSs 12 CFR part 559,21 which generally addresses subordinate organizations of State savings associations.22 The OTS
adopted part 559, titled Subordinate Organizations, in 1996 to update and streamline its regulations and statements of policy concerning subsidiaries and other subordinate organizations in which savings associations have ownership interests including operating subsidiaries and service corporations and equity investments including pass-through investments.23 Part 559 consolidated all OTS regulations affecting thrift subsidiaries in order to make it easier for savings associations to find and use these regulations. The former OTS rule was transferred to the FDIC with only nominal changes and is found in the FDICs rules at subpart O, entitled Subordinate Organizations.24
The NPR proposed removing subpart O, because, after careful review and consideration, the FDIC believes it is 19 76

FR 47652 Aug. 5, 2011.

duplicative of substantially similar FDIC
statutory and regulatory provisions that produce the same supervisory result for an insured State savings association as subpart O.25
Section 28 of the FDI Act prohibits a State savings association from engaging as principal in any type of activity, or in any activity in an amount, that is not permissible for a Federal savings association unless the FDIC has determined the activity would pose no significant risk to the Deposit Insurance Fund DIF; and the State savings association is, and continues to be, in compliance with the capital standards set forth in section 5t of the Home Owners Loan Act HOLA.26 Pursuant to section 18m of the FDI Act, a State savings association must file a notice with the FDIC prior to establishing, acquiring or engaging in new activities of a subsidiary.27
The NPR proposed using 12 CFR part 362, Activities of Insured State Banks and Insured Savings Associations, to provide a substantially similar process for an insured State savings association, or its subsidiary, to apply for prior consent from the FDIC to engage in certain activities, that are not otherwise prohibited by Federal or State law, while reaching substantially the same result as provided in subpart O without the burden of referring to a duplicative set of regulations. Part 362, which includes subparts C and D, is issued pursuant to several FDIC authorities, including the FDICs general rulemaking authority pursuant to section 9aTenth and section 28 of the FDI
Act, the FDICs statutory authority over the activities of State savings associations and subsidiaries, that are substantially similar to the authorizing statutes pursuant to which subpart O
was issued.
Subpart C of part 362 governs the activities of insured State savings associations and implements section 28a of the FDI Act, which restricts and prohibits insured State savings associations and their service corporations from engaging in activities and investments of a type that are not permissible for a Federal savings association and their service corporations. Subpart D of part 362
governs acquiring, establishing, or conducting new activities through a subsidiary by an insured State savings association, and implements section 18m of the FDI Act, which requires that prior notice be given to the FDIC

20 Id.
21 12

25 85

22 85

CFR part 390, subpart O.
FR 67684 Oct. 26, 2020.
23 61 FR 66561, 66562 Dec. 18, 1996.
24 12 CFR part 390, subpart O.

26 12

VerDate Sep<11>2014

18:20 Feb 02, 2021

Jkt 253001

FR 67684, 67686 Oct. 26, 2020.
U.S.C. 1831ea, referencing 12 U.S.C. 1463

et seq.
27 12 U.S.C. 1828m.

PO 00000

Frm 00019

Fmt 4701

Sfmt 4700

8099

when an insured savings association establishes or acquires a subsidiary or engages in any new activity in a subsidiary. In doing so it applies the definitions of 362.2 unless otherwise indicated. The phrase activity permissible for a Federal savings association means any activity authorized for a Federal savings association under any statute including HOLA,28 as well as activities recognized as permissible for a Federal savings association in regulations issued by the OCC or in bulletins, orders or written interpretations issued by the OCC, or by the former OTS until modified, terminated, set aside, or superseded by the OCC.29
Rather than restate the rationale for the rescission and removal of each section of subpart O, the reader is referred to the fulsome explanations for the rescission and removal provided in the NPR,30 which the FDIC references here as the basis for finalizing the regulations as proposed. The regulations or statutes that the FDIC expects State savings associations and subsidiaries to refer to after the removal of subpart O
are briefly discussed below.
A. Section 390.251Definitions Section 390.251 is a definition section related to subordinate organizations.
Included in the definitions section are:
Control, GAAP-consolidated subsidiary, lower-tier entity, ownership interest, subordinate organization, and, subsidiary. The control definition is a cross-reference to the removed OTS
391.41 definition,31 which provided that a controlling shareholder is any person who, directly or indirectly, or acting in concert with one or more persons or companies, or together with members of his or her immediate family, owns, controls, or holds with power to vote 10 percent or more of the voting stock of a company, or controls in any manner the election or appointment of a majority of the companys board of directors.32 The FDIC proposed to apply the 362.2e control definition which is consistent with the control definition applicable to service companies of Federal savings associations which 28 12

U.S.C. 1463 et seq.
CFR 362.9a.
30 85 FR 67684 Oct. 26, 2020.
31 The FDIC rescinded the control definition at 391.41 as part of its 2015 Filing Requirements and Processing Procedures for Changes in Control with respect to State Nonmember Banks and State Savings Associations rulemaking. 80 FR 65889 Oct.
28, 2015.
32 12 CFR 391.41 2015.
29 12

E:FRFM03FER2.SGM

03FER2