Sec. 931. Revisions to Council authority

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Section 112(a)(2)(I) of the Financial Stability Act of 2010 ( 12 U.S.C. 5322(a)(2)(I) ) is amended— by striking and large, interconnected bank holding companies ; and by inserting and bank holding companies subject to a determination under section 113A(a) before the semicolon at the end. The Financial Stability Act of 2010 ( 12 U.S.C. 5311 et seq. ) is amended by adding after section 113 ( 12 U.S.C. 5323 ) the following: The Council may, in accordance with the procedures described in subsections

(c)and (d), determine that a bank holding company shall be deemed systemically important. The Council shall, not later than 90 days after the date of enactment of this section, issue regulations describing with specificity the factors that the Council will use to make a determination under subsection (a). Such factors shall initially include the following: The size of the bank holding company. The interconnectedness of the bank holding company. The extent of readily available substitutes or financial institution infrastructure for the services provided by the bank holding company. The global cross-jurisdictional activity of the bank holding company. The complexity of the bank holding company. The Council may, by regulation, add to, subtract, or modify the factors used by the Council pursuant to paragraph

(1)if the Council— provides notice to the public and opportunity for comment on any proposed changes; explains, as part of the notice required in subparagraph (A), with specificity how any proposed changes would result in factors that more accurately measure the threat that the material financial distress of a bank holding company could pose to the financial stability of the United States, in comparison with the existing factors; and finds, on a nondelegable basis and by a vote of not fewer than 2/3 of the voting members then serving, including an affirmative vote by the Chairperson, that such a change would result in factors that more accurately measure the threat that the material financial distress of a bank holding company could pose to the financial stability of the United States, in comparison with the existing factors. With respect to a bank holding company with total consolidated assets of not less than $50,000,000,000 and not more than $500,000,000,000 (as such amounts are adjusted annually by the Council to reflect the percentage change for the previous calendar year in the gross domestic product of the United States, as calculated by the Bureau of Economic Analysis of the Department of Commerce), the Council may, on a nondelegable basis and by a vote of not fewer than 2/3 of the voting members then serving, including an affirmative vote by the Chairperson, make a determination under subsection

(a)if the Council determines, based on the factors considered pursuant to subsection (b), that the material financial distress of a bank holding company could pose a threat to the financial stability of the United States. The Board of Governors may identify a bank holding company for an evaluation of whether, based on the factors considered pursuant to subsection (b), the material financial distress of the bank holding company could pose a threat to the financial stability of the United States. Upon identifying such bank holding company, the Board of Governors— shall provide the bank holding company with— a written notice that shall include any quantitative analysis used in identifying the bank holding company and shall explain with specificity the basis for identifying the bank holding company; an opportunity to submit written materials for consideration by the Board of Governors as part of an evaluation by the Board of Governors under clause (ii); and an opportunity to meet with representatives of the Board of Governors to discuss the analysis conducted by the Board of Governors to identify the bank holding company; may, after fulfilling the requirements of clause (i), evaluate whether, based on the factors considered pursuant to subsection (b), the material financial distress of the bank holding company could pose a threat to the financial stability of the United States; may, at the conclusion of an evaluation under clause (ii), make a recommendation to the Council that the Council perform an evaluation under subparagraph (B)(ii)(I); and shall, if a recommendation is made under clause (iii), provide written notice to the bank holding company that a recommendation was made, which notice shall include a detailed explanation of the basis for the recommendation, including how each factor considered pursuant to subsection

(b)relates to the potential threat posed by the bank holding company to the financial stability of the United States. The Council may only make a proposed determination with respect to a bank holding company under subparagraph (C)(i) if the Council— has received a recommendation under subparagraph (A)(iii) with respect to the bank holding company; or not earlier than the effective date of this section, and after consultation and coordination with the Board of Governors, on a nondelegable basis and by a vote of not fewer than 2/3 of the voting members then serving, including an affirmative vote by the Chairperson, decides to evaluate the bank holding company for a proposed determination under subparagraph (C)(i). Before making a proposed determination with respect to a bank holding company under subparagraph (C)(i), and after receiving a recommendation under clause (i)(I) or making a decision under clause (i)(II), the Council shall— perform an evaluation of the bank holding company, including an evaluation of— whether the material financial distress of the bank holding company could pose a threat to the financial stability of the United States; and how each of the factors considered pursuant to subsection

(b)relates to the potential threat posed by the bank holding company to the financial stability of the United States; and provide the bank holding company with— a written notice that the bank holding company is being evaluated; an opportunity to meet with representatives of the Council to discuss the evaluation by the Council; and an opportunity to submit written materials to the Council, within such time as the Council deems appropriate (but not earlier than 30 days after the date of receipt of the notice under item (aa)). After fulfilling the requirements of subparagraph (B), the Council may, on a nondelegable basis and by a vote of not fewer than 2/3 of the voting members then serving, including an affirmative vote by the Chairperson, propose to make a determination under paragraph

(1)with respect to a bank holding company. If the Council makes a proposed determination under clause (i), the Council shall provide a notice to the bank holding company, which notice shall contain the basis for the proposed determination, including a detailed explanation of the evaluation performed under subparagraph (B)(ii)(I). After making a proposed determination under subparagraph (C)(i) and prior to making a final determination under paragraph (1), the Council shall— not later than 30 days after the date of receipt of any notice under subparagraph (C)(ii), provide the bank holding company with an opportunity to request, in writing, a hearing before the Council to contest the proposed determination; if the Council receives a timely request under clause (i), fix a time (not earlier than 30 days after the date of receipt of the request) and place at which the bank holding company may appear, personally or through counsel, to, at the discretion of the bank holding company— submit a plan to modify the business, structure, or operations of the bank holding company in order to address the factors and the potential threat posed by the bank holding company to the financial stability of the United States identified pursuant to subparagraph (C)(ii); submit written materials in addition to or separate from the plan described in subclause (I); and provide oral testimony and oral argument to the members of the Council, with not fewer than 2/3 of the voting members of the Council, including the Chairperson, in attendance; and in the event a plan is submitted to the Council under clause (ii)(I)— consider whether the plan, if implemented, would address the factors and the potential threat posed by the bank holding company to the financial stability of the United States identified pursuant to subparagraph (C)(ii); and provide the bank holding company with— analysis of whether and to what extent the plan addresses the factors and the potential threat posed by the bank holding company to the financial stability of the United States identified pursuant to subparagraph (C)(ii); an opportunity to meet with representatives of the Council to discuss the analysis provided under item (aa); and an opportunity to revise the plan after discussions with representatives of the Council. After fulfilling the requirements of subparagraph (D), and not later than 90 days after the date on which a hearing is held under subparagraph (D)(ii), the Council may vote to make a final determination under paragraph (1). The Council may delay the vote up to 1 additional year after the conclusion of the 90-day period if considering a plan under subparagraph (D)(iii). If the Council votes on a final determination under paragraph (1), the Council shall promptly inform the bank holding company of the outcome of the vote in writing. If the Council votes to make a final determination under paragraph (1), the Council shall, not later than 30 days after the date of the vote, provide a notice to the bank holding company, which notice shall contain— the basis for the determination, including— a detailed analysis of any plan submitted by the bank holding company and considered by the Council under subparagraph (D), if applicable, which analysis shall, at a minimum, include— whether and to what extent successful implementation of the plan could address the factors and the potential threat posed by the bank holding company to the financial stability of the United States identified pursuant to subparagraph (C)(ii); and a detailed explanation of why the plan would not address the factors and the potential threat posed by the bank holding company to the financial stability of the United States identified pursuant to subparagraph (C)(ii), if the Council, during its consideration of the plan under subparagraph (D)(iii)(I), concluded that the plan would not address such factors or potential threat; the reasons why the materials and other information submitted or provided by the bank holding company under subclauses

(II)and

(III)of subparagraph (D)(ii) did not address the potential threat posed by the bank holding company to the financial stability of the United States; a detailed analysis of how the factors, including an explanation of how each factor relates to the potential threat posed by the bank holding company to the financial stability of the United States, that the Council considered pursuant to subsection

(b)resulted in the final determination under paragraph (1); and specific aspects of the business, operations, or structure of the bank holding company that the Council believes could pose a threat to the financial stability of the United States, including an assessment by the Council of the probability and magnitude of the threat; and an explanation of actions the bank holding company could take in order for the Council to rescind the determination. The Council shall, in accordance with this paragraph, reevaluate a final determination made under paragraph

(1)with respect to a bank holding company— if, at any time, the Board of Governors recommends that the Council do so; and not less frequently than once every 5 years. The Council, in conducting any reevaluation of a bank holding company required under subparagraph (A), shall— provide a written notice to the bank holding company being reevaluated; afford the bank holding company an opportunity to submit a plan, within such time as the Council determines to be appropriate (but which shall be not earlier than 30 days after the date of receipt by the bank holding company of the notice provided under clause (i)), to modify the business, structure, or operations of the bank holding company; afford the bank holding company an opportunity to submit written materials in addition to, or separate from, the plan described in clause (ii), within such time as the Council determines to be appropriate (but which shall be not earlier than 30 days after the date of receipt by the bank holding company of the notice provided under clause (i)), to contest the determination, including materials concerning whether, in the view of the bank holding company, the material financial distress at the bank holding company could pose a threat to the financial stability of the United States; provide an opportunity for the bank holding company to meet with representatives of the Council to present the information described in clauses

(ii)and (iii); not earlier than 30 days after the date of receipt of any notice under clause (i), provide the bank holding company with an opportunity to request, in writing, a hearing before the Council to contest its final determination under paragraph (1); and if the Council receives a timely request under clause (v), fix a time (not earlier than 30 days after the date of receipt of the request) and place at which the bank holding company may appear, personally or through counsel, to, at the discretion of the bank holding company, provide oral testimony and oral argument to the members of the Council, with not fewer than 2/3 of the voting members of the Council, including the Chairperson, in attendance. If a bank holding company submits a plan in accordance with subparagraph (B)(ii), the Council shall— consider whether the plan, if implemented, would result in the bank holding company no longer meeting the criteria for a final determination under paragraph (1); and provide the bank holding company with— analysis of whether and to what extent the plan addresses the potential threat posed by the bank holding company to the financial stability of the United States; an opportunity to meet with representatives of the Council to discuss the analysis provided under subclause (I); and an opportunity to revise the plan after discussions with representatives of the Council. After evaluating the materials and information provided by a bank holding company under subparagraph

(B)and fulfilling the requirements of subparagraph (C), and not later than 180 days after the date of receipt by the bank holding company of the notice provided under subparagraph (B)(i), the Council shall, on a nondelegable basis and by a vote of not fewer than 2/3 of the voting members then serving, including an affirmative vote by the Chairperson, determine whether to renew a final determination under paragraph (1). If the Council votes to renew a final determination under clause (i), the Council shall provide a notice to the bank holding company with the reasons for the decision by the Council, which notice shall address with specificity— any changes to the basis for the final determination decision made under paragraph

(1)since the date on which the final determination under paragraph

(1)was made, including any changes to the information provided to the bank holding company under— paragraph (2)(E)(iii)(I)(cc); or this clause, in prior years; any plan submitted by the bank holding company and considered by the Council under subparagraph (C), and shall, at a minimum, include— a detailed analysis of whether and to what extent successful implementation of the plan could result in the bank holding company no longer meeting the criteria for a final determination under paragraph (1); and a detailed explanation of why, if the plan were implemented, the bank holding company would still meet the criteria for a final determination under paragraph (1), if the Council, during its consideration of the plan under subparagraph (C), concluded that the bank holding company would still meet those criteria if the plan were implemented; aspects of the business, operations, or structure of the bank holding company that the Council believes could pose a threat to the financial stability of the United States, including the probability and magnitude of that threat; and an explanation of actions the bank holding company could take in order for the Council to rescind the determination. If the Council does not vote to renew a final determination under clause (i), then the existing final determination under paragraph

(1)shall be rescinded and the Council shall inform the bank holding company in writing. Notwithstanding clause (iii), the Council may, at any time, on a nondelegable basis and by a vote of not fewer than 2/3 of the voting members then serving, including an affirmative vote by the Chairperson, determine that a bank holding company no longer meets the criteria for a final determination under paragraph (1), in which case the Council shall rescind the final determination. The Council may waive or modify the requirements of paragraph

(2)with respect to a bank holding company with total consolidated assets of not less than $50,000,000,000 and not more than $500,000,000,000 (as such amounts are adjusted annually by the Council to reflect the percentage change for the previous calendar year in the gross domestic product of the United States, as calculated by the Bureau of Economic Analysis of the Department of Commerce) if the Council determines, on a nondelegable basis and by a vote of not fewer than 2⁄3 of the voting members then serving, including an affirmative vote by the Chairperson, that such waiver or modification is necessary or appropriate to prevent or mitigate threats posed by the bank holding company to the financial stability of the United States. The Council shall provide notice of a waiver or modification under this paragraph to the bank holding company concerned as soon as practicable, but not later than 24 hours after the waiver or modification is granted. In making a determination under subparagraph (A), the Council shall consult with the appropriate home country supervisor, if any, of a foreign bank holding company that is being considered for such a determination. The Council shall allow a bank holding company to request, in writing, an opportunity for a hearing before the Council to contest a waiver or modification under this paragraph, not later than 10 days after the date of receipt of the notice of waiver or modification. Upon receipt of a timely request, the Council shall fix a time (not later than 15 days after the date of receipt of the request) and place at which the bank holding company may appear, personally or through counsel, to submit written materials (or, at the sole discretion of the Council, oral testimony and oral argument). Not later than 30 days after the date of any hearing under subparagraph (D), the Council shall notify the subject bank holding company of the final determination of the Council under this paragraph, which shall contain a statement of the basis for the decision of the Council. The Council shall consult with the primary financial regulatory agency for each bank holding company that is being considered by the Council under this section from the outset of the consideration of the bank holding company by the Council, including before the Council makes any proposed determination under paragraph (2)(C)(i) or final determination under paragraph (1). If the Council makes or renews a final determination under this subsection with respect to a bank holding company, such bank holding company may, not later than 30 days after the date of receipt of the notice of final determination under paragraph (2)(E)(iii) or of renewal of a final determination under paragraph (3)(D)(ii), bring an action in the United States district court for the judicial district in which the home office of such bank holding company is located, or in the United States District Court for the District of Columbia, for an order requiring that the final determination be rescinded, and the court shall, upon review, dismiss such action or direct the final determination to be rescinded. Review of such an action shall be limited to whether the final determination made under this subsection was arbitrary and capricious. The Council shall— in each case that a bank holding company has received a notice under paragraph (2)(B)(ii)(II)(aa), and the bank holding company has publicly disclosed that the bank holding company is being evaluated by the Council, confirm that the bank holding company is being evaluated by the Council, in response to a request from a third party; upon making a final determination under paragraph

(1)or renewing a final determination under paragraph (3)(D)(i), publicly provide a detailed written explanation of the basis for the final determination with sufficient detail to provide the public with an understanding of the specific bases of the determination by the Council, including any assumptions related thereof, subject to the requirements of section 112(d)(5); and include, in the annual report required under section 112— the number of bank holding companies from the previous year that received a notice under paragraph (2)(B)(ii)(II)(aa); the number of bank holding companies from the previous year that were subject to a proposed determination under paragraph (2)(C)(i); and the number of bank holding companies from the previous year that were subject to a final determination under paragraph (1). A bank holding company with total consolidated assets of more than $500,000,000,000 (as such amount is adjusted annually by the Council to reflect the percentage change for the previous calendar year in the gross domestic product of the United States, as calculated by the Bureau of Economic Analysis of the Department of Commerce) shall automatically be subject to a determination under subsection (a). If, subsequent to the effective date, a bank holding company that was previously subject to a final determination under subsection (c)(1) grows to have total consolidated assets of more than $500,000,000,000 (as such amount is adjusted annually by the Council to reflect the percentage change for the previous calendar year in the gross domestic product of the United States, as calculated by the Bureau of Economic Analysis of the Department of Commerce) for a period of 180 consecutive days, the bank holding company shall be subject to an automatic determination under paragraph

(1)and not subject to a determination under subsection (c)(1) for the purposes of this section. If a bank holding company subject to an automatic determination under paragraph

(1)decreases in size, such that the bank holding company no longer is a bank holding company with total consolidated assets of more than $500,000,000,000 (as such amount is adjusted annually by the Council to reflect the percentage change for the previous calendar year in the gross domestic product of the United States, as calculated by the Bureau of Economic Analysis of the Department of Commerce) for a period of 180 consecutive days, the bank holding company shall be considered subject to a final determination under subsection (c)(1) and not subject to an automatic determination under paragraph

(1)for the purposes of this section. In exercising its duties under this title with respect to foreign bank holding companies, foreign-based bank holding companies, and cross-border activities and markets, the Council shall consult with appropriate foreign regulatory authorities, to the extent appropriate. . Section 115 of the Financial Stability Act of 2010 ( 12 U.S.C. 5325 ) is amended— in subsection (a)— in the matter preceding subparagraph

(A)of paragraph (1), by striking large, interconnected bank holding companies and inserting bank holding companies subject to a determination under section 113A(a) ; and in paragraph (2)— in subparagraph (A), by striking ; or and inserting a period; by striking the Council may and all that follows through differentiate and inserting the Council may differentiate ; and by striking subparagraph (B); and in subsection (b)(3), by inserting and the factors used by the Council pursuant to section 113A(b) after subsections

(a)and

(b)of section 113 each place that term appears. The matter preceding paragraph

(1)of section 116(a) of the Financial Stability Act of 2010 ( 12 U.S.C. 5326(a) ) is amended by striking with total consolidated assets of $50,000,000,000 or greater and inserting subject to a determination under section 113A(a) . Section 121 of the Financial Stability Act of 2010 ( 12 U.S.C. 5331 ) is amended— in the matter preceding paragraph

(1)of subsection (a), by striking with total consolidated assets of $50,000,000,000 or more and inserting subject to a determination under section 113A(a) ; and in subsection (c), by inserting in the case of a nonbank financial company, and the factors used by the Council pursuant to section 113A(b) in the case of a bank holding company after as applicable, . Section 155(d) of the Financial Stability Act of 2010 ( 12 U.S.C. 5345(d) ) is amended by striking with total consolidated assets of 50,000,000,000 or greater and inserting subject to a determination under section 113A(a) .

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Sec. 931

Revisions to Council authority

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