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Transferred OTS Regulations and FDIC Regulations Regarding Management Official Interlocks

Federal Information & News Dispatch, Inc.

SUMMARY: In this notice of proposed rulemaking, the Federal Deposit Insurance Corporation ("FDIC") proposes to rescind and remove parts of our regulations, entitled "Management Official Interlocks" relating to State savings associations. This subpart was included in the regulations that were transferred to the FDIC from the Office of Thrift Supervision ("OTS") on July 21, 2011, in connection with the implementation of applicable provisions of Title III of the Dodd-Frank Wall Street Reform and Consumer Protection Act ("Dodd-Frank Act"). The requirements for State savings associations in the transferred OTS regulations are substantively similar to those in the FDIC's regulations, which is also entitled "Management Official Interlocks" and is applicable for all insured depository institutions ("IDIs") for which the FDIC has been designated the appropriate Federal banking agency.

Upon removal of the transferred OTS regulations applicable for all IDIs for which the FDIC has been designated the appropriate Federal banking agency will be found in our regulations.

EFFECTIVE DATE: Comments must be received on or before September 19, 2014.

ADDRESSES: You may submit comments by any of the following methods:

* FDIC Web site: http://www.fdic.gov/regulations/laws/federal/. Follow instructions for submitting comments on the agency Web site.

* FDIC Email: Comments@fdic.gov. Include RIN # 3064-AE20 on the subject line of the message.

* FDIC Mail: Robert E. Feldman, Executive Secretary, Attention: Comments, Federal Deposit Insurance Corporation, 550 17th Street NW., Washington, DC 20429.

* Hand Delivery to FDIC: Comments may be hand-delivered to the guard station at the rear of the 550 17th Street building (located on F Street) on business days between 7 a.m. and 5 p.m.

Please include your name, affiliation, address, email address, and telephone number(s) in your comment. Where appropriate, comments should include a short Executive Summary consisting of no more than five single-spaced pages. All statements received, including attachments and other supporting materials, are part of the public record and are subject to public disclosure. You should submit only information that you wish to make publicly available.

Please note: All comments received will be posted generally without change to http://www.fdic.gov/regulations/laws/federal/, including any personal information provided. Paper copies of public comments may be requested from the Public Information Center by telephone at 1-877-275-3342 or 1-703-562-2200.

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FOR FURTHER INFORMATION CONTACT: Martha L. Ellett, Legal Division, (202) 898-6765; Mark Mellon, Legal Division, (202) 898-3884; Jennifer Maree, Legal Division, (202) 898-6543; Deborah S. Calvert, Division of Risk Management Supervision, (703) 254-0976.

SUPPLEMENTARY INFORMATION:

I. Background

The Dodd-Frank Act

The Dodd-Frank Act /1/ provided for a substantial reorganization of the regulation of State and Federal savings associations and their holding companies. Beginning July 21, 2011, the transfer date established by section 311 of the Dodd-Frank Act, codified at 12 U.S.C. 5411, ("Transfer Date"), the powers, duties, and functions formerly performed by the OTS were respectively divided among the FDIC, as to State savings associations, the Office of the Comptroller of the Currency ("OCC"), as to Federal savings associations, and the Board of Governors of the Federal Reserve System ("FRB"), as to savings and loan holding companies. Section 316(b) of the Dodd-Frank Act, codified at 12 U.S.C. 5414(b), provides the manner of treatment for all orders, resolutions, determinations, regulations, and advisory materials that had been issued, made, prescribed, or allowed to become effective by the OTS. The section provides that if such materials were in effect on the day before the Transfer Date, they continue to be in effect and are enforceable by or against the appropriate successor agency until they are modified, terminated, set aside, or superseded in accordance with applicable law by such successor agency, by any court of competent jurisdiction, or by operation of law.

FOOTNOTE 1 Dodd-Frank Wall Street Reform and Consumer Protection Act, Public Law 111-203, 124 Stat. 1376 (2010) (codified at 12 U.S.C. 5301 et seq.). END FOOTNOTE

Section 316(c) of the Dodd-Frank Act, codified at 12 U.S.C. 5414(c), further directed the FDIC and the OCC to consult with one another and to publish a list of the continued OTS regulations which would be enforced by the FDIC and the OCC, respectively. On June 14, 2011, the FDIC's Board of Directors approved a "List of OTS Regulations to be Enforced by the OCC and the FDIC Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act." This list was published by the FDIC and the OCC as a Joint Notice in the Federal Register on July 6, 2011. /2/

FOOTNOTE 2 76 FR 39247 (July 6, 2011). END FOOTNOTE

Although section 312(b)(2)(B)(i)(II) of the Dodd-Frank Act, codified at 12 U.S.C. 5412(b)(2)(B)(i)(II), granted the OCC rulemaking authority relating to both State and Federal savings associations, nothing in the Dodd-Frank Act affected the FDIC's existing authority to issue regulations under the Federal Deposit Insurance Act ("FDI Act") and other laws as the "appropriate Federal banking agency" or under similar statutory terminology. Section 312(c) of the Dodd-Frank Act amended the definition of "appropriate Federal banking agency" contained in section 3(q) of the FDI Act, 12 U.S.C. 1813(q), to add State 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 acts as the designated "appropriate Federal banking agency," or under similar terminology, for State savings associations, as it does here, the FDIC is authorized to issue, modify and rescind regulations involving such associations, as well as for State nonmember banks and insured branches of foreign banks.

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As noted, on June 14, 2011, pursuant to this authority, the FDIC's 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. /3/ 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.

FOOTNOTE 3 76 FR 47652 (Aug. 5, 2011). END FOOTNOTE

One of the OTS rules transferred to the FDIC governed management official interlocks. The OTS rule, formerly found at 12 CFR part 563f ("part 563f"), was transferred to the FDIC with only minor, nonsubstantive changes and is now found in the FDIC's rules at part 390, subpart V, entitled "Management Official Interlocks." Before the transfer of the OTS rules and continuing today, the FDIC's rule contained in part 348, also entitled "Management Official Interlocks," prohibits a management official from serving two nonaffiliated depository organizations in situations where the management interlock likely would have an anticompetitive effect. After careful review and comparison of part 390, subpart V and part 348, the FDIC proposes to rescind part 390, subpart V, because, as discussed below, it is substantively redundant to existing part 348. Simultaneously we propose to make technical conforming edits to our existing rule and add an exemption to part 348 applicable to State savings associations which have issued stock in connection with a qualified stock issuance pursuant to section 10(q) of HOLA. /4/

FOOTNOTE 4 Home Owners' Loan Act, Public Law 101-73; SEC 301, 103 Stat. 277, (1989) (codified at 12 U.S.C. 1461 et seq.) END FOOTNOTE

FDIC's Existing 12 CFR Part 348 and Former OTS's Part 563f (Transferred, In Part, to FDIC's Part 390, Subpart V)

The Depository Institution Management Interlocks Act ("Interlocks Act") /5/ was enacted as Title II of the Financial Institutions Regulatory and Interest Rate Control Act of 1978. /6/ The Interlocks Act generally prohibits bank management officials from serving simultaneously with two unaffiliated depository institutions or their holding companies ("depository organizations"). The purpose of the Interlocks Act and the rules governing management interlocks generally is to foster competition between unaffiliated institutions. Thus, the Interlocks Act seeks to prohibit interlocks that could enable two institutions to engage in anticompetitive behavior. The scope of the prohibition depends on the size and location of the organizations involved. For example, the Interlocks Act prohibits interlocks between unaffiliated depository organizations, regardless of size, if each organization has an office in the same community (the "community prohibition"). Interlocks are also prohibited between unaffiliated depository organizations if each organization has total assets of $50 million or more and has an office in the same relevant metropolitan statistical area ("RMSA") (the "RMSA prohibition"). The Interlocks Act also prohibits interlocks between unaffiliated depository organizations, regardless of location, if each organization has total assets exceeding specified thresholds (the "major assets prohibition").

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FOOTNOTE 5 12 U.S.C. 3201 et seq. END FOOTNOTE

FOOTNOTE 6 Public Law 95-630, 92 Stat. 3665 (Nov. 10, 1978). END FOOTNOTE

--This is a summary of a Federal Register article originally published on the page number listed below--

Notice of proposed rulemaking.

CFR Part: "12 CFR Parts 348 and 390"

RIN Number: "RIN 3064-AE20"

Citation: "79 FR 42225"

Federal Register Page Number: "42225"

"Proposed Rules"

Copyright: (c) 2014 Federal Information & News Dispatch, Inc.
Wordcount: 1469



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