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Complexities of Acquiring Control: Where the Fed’s Control Rule Meets Other Regulatory Definitions

SKU: BNK6300
General Credits
1.5
Price$75
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Description

The Federal Reserve finalized revisions to its approach for determining whether one company has control over another for purposes of the Bank Holding Company Act and the Home Owners’ Loan Act, as amended. While in many respects the final rule codified the Fed’s existing control standards, it also introduced new concepts and raised critical questions about the industry should implement the rule in practice.

Over the last two years the industry has grappled with how to apply these revisions, particularly with respect to contractual rights and business relationships that may be buried in side letters and separate documentation. Additionally, many have begun to appreciate that there are a numericity of definitions of “control” under US banking laws, each of which has its own historical context.

In this CLE program, an experienced regulatory attorney and an experienced corporate attorney will take a hard look at the Fed’s control rule and the other regulatory definitions of control.

Among other items, they will cover

:
  • Statutory definition of “control” under the Bank Holding Company Act as amended
  • Federal Reserve’s recent rulemaking
  • Voting vs. non-voting securities
  • Control of securities
  • BHC partner provisions
  • Tiered framework
  • Standalone presumptions
  • Presumptions of non-control
  • Regulatory “puts”
  • Grandfathering or lack thereof
  • Status of passivity commitments
  • Alignment with Section 4(c)(6) exception
  • Fiduciary exception
  • Reg W and FAQ
  • Reg O and investment funds
  • Reg K and portfolio investments
  • FR Y-10 reporting issues
  • National Bank Act interpretive definition
  • Change in Bank Control Act definition
  • State law issues

Lecturer Bios

Matthew Bisanz, Esq.

Matthew Bisanz is a partner in Mayer Brown’s Financial Services Regulatory & Enforcement practice. Matt advises financial institutions on core bank regulatory issues and adjacent subject matter domains. Matt is knowledgeable in all major aspects of the operations of an insured depository institution, its affiliates, and its partners—including chartering, acquisition, and permissibility analyses; ongoing risk management, governance, and compliance requirements; and insolvency and resolution issues. He also advises clients on Dodd-Frank Act compliance issues, including the Volcker Rule, capital and liquidity requirements, Reg YY enhanced prudential standards, and Title VII compliance.

Further, his practice extends to the other regulatory and risk management needs of the firm’s financial institution clients through counseling on regulatory inventories and change management, cybersecurity and data privacy concerns, and anti-money laundering compliance. Matt currently serves as the vice-chair of the American Bar Association’s subcommittee on banking legislation and regulation.

Prior to joining the Washington DC office of Mayer Brown in 2013, Matt worked at the SEC, CFTC, DOJ, and FDIC in various regulatory and investigative roles and at a Big Four accounting firm in New York. He also is a certified public accountant and teaches accounting at the University of Maryland Global Campus.

Joseph E. Silvia, Esq.

Joseph E. Silvia is a Partner in the Chicago office of Dickinson Wright PLLC. Joe’s clients seek out his guidance on a variety of matters including mergers & acquisitions, strategic transactions, governance, international banking, payments systems, anti-money laundering and sanctions, and private equity and venture capital investments. He advises financial institutions, fintech companies, and corporations regarding risk and compliance, third party vendor management, consumer protection, digital currencies, affiliate transactions, privacy, and retail and commercial banking, including handling significant drafting and negotiation of vendor agreements and agreements between financial institutions and their customers and members.

Joe handles matters for his clients concerning banking and financial services regulation, including state and federal regulation with respect to licensing, retail banking, consumer credit, cannabis, anti-money laundering and OFAC compliance, and more. Having previously served as counsel to the Federal Reserve Bank of Chicago, where he focused on the supervision and regulation of banks, bank holding companies, and savings and loan holding companies as well as consumer finance and compliance matters, Joe has a unique perspective on all aspects of the banking system.

Joseph is an adjunct professor at Chicago-Kent College of Law, where he teaches a course on Consumer Banking Law.

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