Client Alert

Regulation LL and Recent Developments Under the Federal Reserve Boards Control Rules: Issues for All Holding Companies and Investors

November 30, 2011


Recent actions taken by the Federal Reserve Board and its staff (the Board) impact the application of rules applicable to investments in banking organizations: (1) for investors in thrift institutions, by means of the Boards adoption of Regulation LL in new Part 238 of Title 12 of the Code of Federal Regulations, as described below; and (2) for all minority investors in banking organizations, by means of the Boards increased focus on and scrutiny of minority stock investments below the 10% threshold under Regulations Y and LL. Bank, financial and thrift holding companies should consider reviewing minority investments in their organizations to determine if an investors level of stock ownership, actions and conduct are consistent with a passive investment, and whether the investment would qualify for a passivity agreement under the relevant control rules, or would the investor be required to make control filings in appropriate circumstances. Similarly, investors should review their current and anticipated stockholdings in banking organizations, as well as their actions and conduct with respect to the banking organizations to determine if they are in compliance with the Boards current rules and policies under the Holding Company Acts and Regulations Y and LL.

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