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