S.Amdt. 3811

1. 1

   Change 1: Replaces “and” through “annually report” with new text

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   Struck: and … annually report

   Inserted: (M) identify all financial institutions that have domestic or international (or both) operations or activities of a significant size, scope, nature, scale, concentration, volume, frequency of transactions, or in any other manner or method, resulting or arising from stand alone operations or activities individually, or as a mix or combination of such international operations or activities that may pose a grave threat to the financial stability of the United States; and

   Inserted: (N) annually report

   Original wording

   On page 29, line 14, strike “and” and all that follows through “annually report” on line 15 and insert the following:

2. 2

   Change 2: Rewrites page 33, line 3 through page 61, line 12

   ReplacesPrinted page

   Removes page 33, line 3 through page 61, line 12 of the printed bill. See that page

   Inserted: SEC. 113. AUTHORITY TO REQUIRE SUPERVISION AND REGULATION OF CERTAIN NONBANK FINANCIAL COMPANIES.

   Inserted: (a) U.S. Nonbank Financial Companies Supervised by the Board of Governors.--

   Inserted: (1) Determination.--The Council, on a nondelegable basis and by a vote of 50 percent or more of the members then serving, shall determine that a U.S. nonbank financial company shall be supervised by the Board of Governors and shall be subject to this Act, if the Council determines that material financial distress at the U.S. nonbank financial company would pose a threat to the financial stability of the United States or such company has significant international operations or activities.

   Inserted: (2) Considerations.--Each determination under paragraph (1) shall be based on a consideration by the Council of--

   Inserted: (A) the degree of leverage of the company;

   Inserted: (B) the amount and nature of the financial assets of the company;

   Inserted: (C) the amount and types of the liabilities of the company, including the degree of reliance on short-term funding;

   Inserted: (D) the extent and types of the off-balance-sheet exposures of the company;

   Inserted: (E) the extent and types of the transactions and relationships of the company with other significant nonbank financial companies and significant bank holding companies;

   Inserted: (F) the importance of the company as a source of credit for households, businesses, and State and local governments and as a source of liquidity for the United States financial system;

   Inserted: (G) the recommendation, if any, of a member of the Council;

   Inserted: (H) the operation of, or ownership interest in, any clearing, settlement, or payment business of the company;

   Show 173 more inserted paragraphsShow less

   Inserted: (I) the extent to which--

   Inserted: (i) assets are managed rather than owned by the company; and

   Inserted: (ii) ownership of assets under management is diffuse; and

   Inserted: (J) any other factors that the Council deems appropriate.

   Inserted: (b) Foreign Nonbank Financial Companies Supervised by the Board of Governors.--

   Inserted: (1) Determination.--The Council, on a nondelegable basis and by a vote of 50 percent of the members then serving, shall determine that a foreign nonbank financial company that has substantial assets or operations in the United States shall be supervised by the Board of Governors and shall be subject to this Act, if the Council determines that material financial distress at the foreign nonbank financial company would pose a threat to the financial stability of the United States, or such company has significant international operations or activities.

   Inserted: (2) Considerations.--Each determination under paragraph (1) shall be based on a consideration by the Council of--

   Inserted: (A) the degree of leverage of the company;

   Inserted: (B) the amount and nature of the United States financial assets of the company;

   Inserted: (C) the amount and types of the liabilities of the company used to fund activities and

   Inserted: operations in the United States, including the degree of reliance on short-term funding;

   Inserted: (D) the extent of the United States-related off-balance-sheet exposure of the company;

   Inserted: (E) the extent and type of the transactions and relationships of the company with other significant nonbank financial companies and bank holding companies;

   Inserted: (F) the importance of the company as a source of credit for United States households, businesses, and State and local governments, and as a source of liquidity for the United States financial system;

   Inserted: (G) the recommendation, if any, of a member of the Council;

   Inserted: (H) the extent to which--

   Inserted: (i) assets are managed rather than owned by the company; and

   Inserted: (ii) ownership of assets under management is diffuse; and

   Inserted: (I) any other factors that the Council deems appropriate.

   Inserted: (c) Reevaluation and Rescission.--The Council shall--

   Inserted: (1) not less frequently than annually, reevaluate each determination made under subsections (a) and (b) with respect to each nonbank financial company supervised by the Board of Governors; and

   Inserted: (2) rescind any such determination, if the Council, by a vote of not fewer than \2/3\ of the members then serving, including an affirmative vote by the Chairperson, determines that the nonbank financial company no longer meets the standards under subsection (a) or (b), as applicable.

   Inserted: (d) Notice and Opportunity for Hearing and Final Determination.--

   Inserted: (1) In general.--The Council shall provide to a nonbank financial company written notice of a proposed determination of the Council, including an explanation of the basis of the proposed determination of the Council, that such nonbank financial company shall be supervised by the Board of Governors and shall be subject to prudential standards in accordance with this title.

   Inserted: (2) Hearing.--Not later than 30 days after the date of receipt of any notice of a proposed determination under paragraph (1), the nonbank financial company may request, in writing, an opportunity for a written or oral hearing before the Council to contest the proposed determination. Upon receipt of a timely request, the Council shall fix a time (not later than 30 days after the date of receipt of the request) and place at which such company may appear, personally or through counsel, to submit written materials (or, at the sole discretion of the Council, oral testimony and oral argument).

   Inserted: (3) Final determination.--Not later than 60 days after the date of a hearing under paragraph (2), the Council shall notify the nonbank financial company of the final determination of the Council, which shall contain a statement of the basis for the decision of the Council.

   Inserted: (4) No hearing requested.--If a nonbank financial company does not make a timely request for a hearing, the Council shall notify the nonbank financial company, in writing, of the final determination of the Council under subsection (a) or (b), as applicable, not later than 10 days after the date by which the company may request a hearing under paragraph (2).

   Inserted: (e) Emergency Exception.--

   Inserted: (1) In general.--The Council may waive or modify the requirements of subsection (d) with respect to a nonbank financial company, if the Council determines, by a vote of not fewer than \2/3\ of the 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 nonbank financial company to the financial stability of the United States.

   Inserted: (2) Notice.--The Council shall provide notice of a waiver or modification under this paragraph to the nonbank financial company concerned as soon as practicable, but not later than 24 hours after the waiver or modification is granted.

   Inserted: (3) Opportunity for hearing.--The Council shall allow a nonbank financial company to request, in writing, an opportunity for a written or oral hearing before the Council to contest a waiver or modification under this paragraph, not later than 10 days after the date of receipt of notice of the waiver or modification by the company. 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 nonbank financial company may appear, personally or through counsel, to submit written materials (or, at the sole discretion of the Council, oral testimony and oral argument).

   Inserted: (4) Notice of final determination.--Not later than 30 days after the date of any hearing under paragraph (3), the Council shall notify the subject nonbank financial 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.

   Inserted: (f) Consultation.--The Council shall consult with the primary financial regulatory agency, if any, for each nonbank financial company or subsidiary of a nonbank financial company that is being considered for supervision by the Board of Governors under this section before the Council makes any final determination with respect to such nonbank financial company under subsection (a), (b), or (c).

   Inserted: (g) Judicial Review.--If the Council makes a final determination under this section with respect to a nonbank financial company, such nonbank financial company may, not later than 30 days after the date of receipt of the notice of final determination under subsection (d)(3) or (e)(4), bring an action in the United States district court for the judicial district in which the home office of such nonbank financial 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 section was arbitrary and capricious.

   Inserted: SEC. 114. REGISTRATION OF NONBANK FINANCIAL COMPANIES SUPERVISED BY THE BOARD OF GOVERNORS.

   Inserted: Not later than 180 days after the date of a final Council determination under section 113 that a nonbank financial company is to be supervised by the Board of Governors, such company shall register with the Board of Governors, on forms prescribed by the Board of Governors, which shall include such information as the Board of Governors, in consultation with the Council, may deem necessary or appropriate to carry out this title.

   Inserted: SEC. 115. ENHANCED SUPERVISION AND PRUDENTIAL STANDARDS FOR NONBANK FINANCIAL COMPANIES SUPERVISED BY THE BOARD OF GOVERNORS AND CERTAIN BANK HOLDING COMPANIES.

   Inserted: (a) In General.--

   Inserted: (1) Purpose.--In order to prevent or mitigate risks to the financial stability of the United States that could arise from the material financial distress or failure of large, interconnected financial institutions, the Council may make recommendations to the Board of Governors concerning the establishment and refinement of prudential standards and reporting and disclosure requirements applicable to nonbank financial companies supervised by the Board of Governors and large, interconnected bank holding companies, that--

   Inserted: (A) are more stringent than those applicable to other nonbank financial companies and bank holding companies that do not present similar risks to the financial stability of the United States; and

   Inserted: (B) increase in stringency, based on the considerations identified in subsection (b)(3).

   Inserted: (2) Limitation on bank holding companies.--Any standards recommended under subsections (b) through (f) shall not apply to any bank holding company with total consolidated assets of less than $50,000,000,000. The Council may recommend an asset threshold greater than $50,000,000,000 for the applicability of any particular standard under those subsections.

   Inserted: (b) Development of Prudential Standards.--

   Inserted: (1) In general.--The recommendations of the Council under subsection (a) may include--

   Inserted: (A) risk-based capital requirements;

   Inserted: (B) leverage limits;

   Inserted: (C) liquidity requirements;

   Inserted: (D) resolution plan and credit exposure report requirements;

   Inserted: (E) concentration limits;

   Inserted: (F) a contingent capital requirement;

   Inserted: (G) enhanced public disclosures; and

   Inserted: (H) overall risk management requirements.

   Inserted: (2) Prudential standards for foreign financial companies.--In making recommendations concerning the standards set forth in paragraph (1) that would apply to foreign nonbank financial companies supervised by the Board of Governors or foreign-based bank holding companies, the Council shall give due regard to the principle of national treatment and competitive equity.

   Inserted: (3) Considerations.--In making recommendations concerning prudential standards under paragraph (1), the Council shall--

   Inserted: (A) take into account differences among nonbank financial companies supervised by the Board of Governors and bank holding companies described in subsection (a), based on--

   Inserted: (i) the factors described in subsections (a) and (b) of section 113;

   Inserted: (ii) whether the company owns an insured depository institution;

   Inserted: (iii) nonfinancial activities and affiliations of the company; and

   Inserted: (iv) any other factors that the Council determines appropriate; and

   Inserted: (B) to the extent possible, ensure that small changes in the factors listed in subsections (a) and (b) of section 113 would not result in sharp, discontinuous changes in the prudential standards established under paragraph (1).

   Inserted: (c) Contingent Capital.--

   Inserted: (1) Study required.--The Council shall conduct a study of the feasibility, benefits, costs, and structure of a contingent capital requirement for nonbank financial companies supervised by the Board of Governors and bank holding companies described in subsection (a), which study shall include--

   Inserted: (A) an evaluation of the degree to which such requirement would enhance the safety and soundness of companies subject to the requirement, promote the financial stability of the United States, and reduce risks to United States taxpayers;

   Inserted: (B) an evaluation of the characteristics and amounts of convertible debt that should be required;

   Inserted: (C) an analysis of potential prudential standards that should be used to determine whether the contingent capital of a company would be converted to equity in times of financial stress;

   Inserted: (D) an evaluation of the costs to companies, the effects on the structure and operation of credit and other financial markets, and other economic effects of requiring contingent capital;

   Inserted: (E) an evaluation of the effects of such requirement on the international competitiveness of companies subject to the requirement and the prospects for international coordination in establishing such requirement; and

   Inserted: (F) recommendations for implementing regulations.

   Inserted: (2) Report.--The Council shall submit a report to Congress regarding the study required by paragraph (1) not later than 2 years after the date of enactment of this Act.

   Inserted: (3) Recommendations.--

   Inserted: (A) In general.--Subsequent to submitting a report to Congress under paragraph (2), the Council may make recommendations to the Board of Governors to require any nonbank financial company supervised by the Board of Governors and any bank holding company described in subsection (a) to maintain a minimum amount of long-term hybrid debt that is convertible to equity in times of financial stress.

   Inserted: (B) Factors to consider.--In making recommendations under this subsection, the Council shall consider--

   Inserted: (i) an appropriate transition period for implementation of a conversion under this subsection;

   Inserted: (ii) the factors described in subsection (b)(3);

   Inserted: (iii) capital requirements applicable to a nonbank financial company supervised by the Board of Governors or a bank holding company described in subsection (a), and subsidiaries thereof;

   Inserted: (iv) results of the study required by paragraph (1); and

   Inserted: (v) any other factor that the Council deems appropriate.

   Inserted: (d) Resolution Plan and Credit Exposure Reports.--

   Inserted: (1) Resolution plan.--The Council may make recommendations to the Board of Governors concerning the requirement that each nonbank financial company supervised by the Board of Governors and each bank holding company described in subsection (a) report periodically to the Council, the Board of Governors, and the Corporation, the plan of such company for rapid and orderly resolution in the event of material financial distress or failure.

   Inserted: (2) Credit exposure report.--The Council may make recommendations to the Board of Governors concerning the advisability of requiring each nonbank financial company supervised by the Board of Governors and bank holding company described in subsection (a) to report periodically to the Council, the Board of Governors, and the Corporation on--

   Inserted: (A) the nature and extent to which the company has credit exposure to other significant nonbank financial companies and significant bank holding companies; and

   Inserted: (B) the nature and extent to which other such significant nonbank financial companies and significant bank holding companies have credit exposure to that company.

   Inserted: (e) Concentration Limits.--In order to limit the risks that the failure of any individual company could pose to nonbank financial companies supervised by the Board of Governors or bank holding companies described in subsection (a), the Council may make recommendations to the Board of Governors to prescribe standards to limit such risks, as set forth in section 165.

   Inserted: (f) Enhanced Public Disclosures.--The Council may make recommendations to the Board of Governors to require periodic public disclosures by bank holding companies described in subsection (a) and by nonbank financial companies supervised by the Board of Governors, in order to support market evaluation of the risk profile, capital adequacy, and risk management capabilities thereof.

   Inserted: SEC. 116. REPORTS.

   Inserted: (a) In General.--Subject to subsection (b), the Council, acting through the Office of Financial Research, may require a bank holding company with total consolidated assets of $50,000,000,000 or greater or a nonbank financial company supervised by the Board of Governors, and any subsidiary thereof, to submit certified reports to keep the Council informed as to--

   Inserted: (1) the financial condition of the company;

   Inserted: (2) systems for monitoring and controlling financial, operating, and other risks;

   Inserted: (3) transactions with any subsidiary that is a depository institution; and

   Inserted: (4) the extent to which the activities and operations of the company and any subsidiary thereof, could, under adverse circumstances, have the potential to disrupt financial markets or affect the overall financial stability of the United States.

   Inserted: (b) Use of Existing Reports.--

   Inserted: (1) In general.--For purposes of compliance with subsection (a), the Council, acting through the Office of Financial Research, shall, to the fullest extent possible, use--

   Inserted: (A) reports that a bank holding company, nonbank financial company supervised by the Board of Governors, or any functionally regulated subsidiary of such company has been required to provide to other Federal or State regulatory agencies;

   Inserted: (B) information that is otherwise required to be reported publicly; and

   Inserted: (C) externally audited financial statements.

   Inserted: (2) Availability.--Each bank holding company described in subsection (a) and nonbank financial company supervised by the Board of Governors, and any subsidiary thereof, shall provide to the Council, at the request of the Council, copies of all reports referred to in paragraph (1).

   Inserted: (3) Confidentiality.--The Council shall maintain the confidentiality of the reports obtained under subsection (a) and paragraph (1)(A) of this subsection.

   Inserted: SEC. 117. TREATMENT OF CERTAIN COMPANIES THAT CEASE TO BE BANK HOLDING COMPANIES.

   Inserted: (a) Applicability.--This section shall apply to any entity or a successor entity that--

   Inserted: (1) was a bank holding company having total consolidated assets equal to or greater than $50,000,000,000 as of January 1, 2010; and

   Inserted: (2) received financial assistance under or participated in the Capital Purchase Program established under the Troubled Asset Relief Program authorized by the Emergency Economic Stabilization Act of 2008.

   Inserted: (b) Treatment.--If an entity described in subsection (a) ceases to be a bank holding company at any time after January 1, 2010, then such entity shall be treated as a nonbank financial company supervised by the Board of Governors, as if the Council had made a determination under section 113 with respect to that entity.

   Inserted: (c) Appeal.--

   Inserted: (1) Request for hearing.--An entity may request, in writing, an opportunity for a written or oral hearing before the Council to appeal its treatment as a nonbank financial company supervised by the Board of Governors in accordance with this section. Upon receipt of the request, the Council shall fix a time (not later than 30 days after the date of receipt of the request) and place at which such entity may appear, personally or through counsel, to submit written materials (or, at the sole discretion of the Council, oral testimony and oral argument).

   Inserted: (2) Decision.--

   Inserted: (A) Proposed decision.--Not later than 60 days after the date of a hearing under paragraph (1), the Council shall submit a report to, and may testify before, the Committee on Banking, Housing, and Urban Affairs of the Senate and the Committee on Financial Services of the House of Representatives on the proposed decision of the Council regarding an appeal under paragraph (1), which report shall include a statement of the basis for the proposed decision of the Council.

   Inserted: (B) Notice of final decision.--The Council shall notify the subject entity of the final decision of the Council regarding an appeal under paragraph (1), which notice shall contain a statement of the basis for the final decision of the Council, not later than 60 days after the later of--

   Inserted: (i) the date of the submission of the report under subparagraph (A); or

   Inserted: (ii) if the Committee on Banking, Housing, and Urban Affairs of the Senate or the Committee on Financial Services of the House of Representatives holds one or more hearings regarding such report, the date of the last such hearing.

   Inserted: (C) Considerations.--In making a decision regarding an appeal under paragraph (1), the Council shall consider whether the company meets the standards under section 113(a) or 113(b), as applicable, and the definition of the term "nonbank financial company" under section 102. The decision of the Council shall be final, subject to the review under paragraph (3).

   Inserted: (3) Review.--If the Council denies an appeal under this subsection, the Council shall, not less frequently than annually, review and reevaluate the decision.

   Inserted: SEC. 118. COUNCIL FUNDING.

   Inserted: Any expenses of the Council shall be treated as expenses of, and paid by, the Office of Financial Research.

   Inserted: SEC. 119. RESOLUTION OF SUPERVISORY JURISDICTIONAL DISPUTES AMONG MEMBER AGENCIES.

   Inserted: (a) Request for Dispute Resolution.--The Council shall resolve a dispute among 2 or more member agencies, if--

   Inserted: (1) a member agency has a dispute with another member agency about the respective jurisdiction over a particular bank holding company, nonbank financial company, or financial activity or product (excluding matters for which another dispute mechanism specifically has been provided under Federal law);

   Inserted: (2) the Council determines that the disputing agencies cannot, after a demonstrated good faith effort, resolve the dispute without the intervention of the Council; and

   Inserted: (3) any of the member agencies involved in the dispute--

   Inserted: (A) provides all other disputants prior notice of the intent to request dispute resolution by the Council; and

   Inserted: (B) requests in writing, not earlier than 14 days after providing the notice described in subparagraph (A), that the Council resolve the dispute.

   Inserted: (b) Council Decision.--The Council shall resolve each dispute described in subsection (a)--

   Inserted: (1) within a reasonable time after receiving the dispute resolution request;

   Inserted: (2) after consideration of relevant information provided by each agency party to the dispute; and

   Inserted: (3) by agreeing with 1 of the disputants regarding the entirety of the matter, or by determining a compromise position.

   Inserted: (c) Form and Binding Effect.--A Council decision under this section shall--

   Inserted: (1) be in writing;

   Inserted: (2) include an explanation of the reasons therefor; and

   Inserted: (3) be binding on all Federal agencies that are parties to the dispute.

   Inserted: SEC. 120. ADDITIONAL STANDARDS APPLICABLE TO ACTIVITIES OR PRACTICES FOR FINANCIAL STABILITY PURPOSES.

   Inserted: (a) In General.--The Council may issue recommendations to the primary financial regulatory agencies to apply new or heightened standards and safeguards, including standards enumerated in section 115, for a financial activity or practice conducted by bank holding companies or nonbank financial companies under their respective jurisdictions, if the Council determines that the conduct of such activity or practice could create or increase the risk of significant liquidity, credit, or other problems spreading among bank holding companies and nonbank financial companies or the financial markets of the United States.

   Inserted: (b) Procedure for Recommendations to Regulators.--

   Inserted: (1) Notice and opportunity for comment.--The Council shall consult with the primary financial regulatory agencies and provide notice to the public and opportunity for comment for any proposed recommendation that the primary financial regulatory agencies apply new or heightened standards and safeguards for a financial activity or practice.

   Inserted: (2) Criteria.--The new or heightened standards and safeguards for a financial activity or practice recommended under paragraph (1)--

   Inserted: (A) shall take costs to long-term economic growth into account; and

   Inserted: (B) may include prescribing the conduct of the activity or practice in specific ways (such as by limiting its scope, or applying particular capital or risk management requirements to the conduct of the activity) or prohibiting the activity or practice.

   Inserted: (c) Implementation of Recommended Standards.--

   Inserted: (1) Role of primary financial regulatory agency.--

   Inserted: (A) In general.--Each primary financial regulatory agency may impose, require reports regarding, examine for compliance with, and enforce standards in accordance with this section with respect to those entities for which it is the primary financial regulatory agency.

   Inserted: (B) Rule of construction.--The authority under this paragraph is in addition to, and does not limit, any other authority of a primary financial regulatory agency. Compliance by an entity with actions taken by a primary financial regulatory agency under this section shall be enforceable in accordance with the statutes governing the respective jurisdiction of the primary financial regulatory agency over the entity, as if the agency action were taken under those statutes.

   Inserted: (2) Imposition of standards.--The primary financial regulatory agency shall impose the standards recommended by the Council in accordance with subsection (a), or similar standards that the Council deems acceptable, or shall explain in writing to the Council, not later than 90 days after the date on which the Council issues the recommendation, why the agency has determined not to follow the recommendation of the Council.

   Inserted: (d) Report to Congress.--The Council shall report to Congress on--

   Inserted: (1) any recommendations issued by the Council under this section;

   Inserted: (2) the implementation of, or failure to implement such recommendation on the part of a primary financial regulatory agency; and

   Inserted: (3) in any case in which no primary financial regulatory agency exists for the nonbank financial company conducting financial activities or practices referred to in subsection (a), recommendations for legislation that would prevent such activities or practices from threatening the stability of the financial system of the United States.

   Inserted: (e) Effect of Rescission of Identification.--

   Inserted: (1) Notice.--The Council may recommend to the relevant primary financial regulatory agency that a financial activity or practice no longer requires any standards or safeguards implemented under this section.

   Inserted: (2) Determination of primary financial regulatory agency to continue.--

   Inserted: (A) In general.--Upon receipt of a recommendation under paragraph (1), a primary financial regulatory agency that has imposed standards under this section shall determine whether standards that it has imposed under this section should remain in effect.

   Inserted: (B) Appeal process.--Each primary financial regulatory agency that has imposed standards under this section shall promulgate regulations to establish a procedure under which entities under its jurisdiction may appeal a determination by such agency under this paragraph that standards imposed under this section should remain in effect.

   Inserted: SEC. 121. MITIGATION OF RISKS TO FINANCIAL STABILITY.

   Inserted: (a) Mitigatory Actions for Companies Without Significant International Operations.--

   Inserted: (1) In general.--If the Council determines that a bank holding company with total consolidated assets of $50,000,000,000 or more, or a nonbank financial company supervised by the Board of Governors, that does not have significant international operations or activities, may pose a grave threat to the financial stability of the United States, the Council, upon an affirmative vote of 50 percent or more of the Council members then serving, shall require the subject company to take one or more of the actions described in paragraph (2), until such company does not pose a grave threat to the financial stability of the United States.

   Inserted: (2) Actions.--The Council may require an entity described in paragraph (1)--

   Inserted: (A) to terminate one or more activities;

   Inserted: (B) to impose conditions on the manner in which the company conducts one or more activities;

   Inserted: (C) to divest, sell or otherwise transfer assets, operations or off balance sheet items or activities to unaffiliated entities; or

   Inserted: (D) take any combination of the actions described in subparagraphs (A) through (C).

   Inserted: (b) Mitigatory Actions for Companies With Significant International Operations.--

   Inserted: (1) In general.--If the Council determines that a bank holding company with total consolidated assets of $50,000,000,000 or more, or a nonbank financial company supervised by the Board of Governors, has significant international operations or activities of a size, scope, nature, scale, concentration, volume, frequency of transactions, or in any other manner or method, and would pose a grave threat to the financial stability of the United States, and would, therefore, require international or cross-border resolution in the event of failure, the Council, upon an affirmative vote of 50 percent or more of the Council members then serving, shall require the subject company to take one or more of the actions described in subparagraph (B), until such company's international operations or activities no longer pose such a threat.

   Inserted: (2) Actions.--The Council may require an entity described in paragraph (1)--

   Inserted: (A) to terminate one or more activities;

   Inserted: (B) to impose conditions on the manner in which the company conducts one or more activities;

   Inserted: (C) to divest, sell or otherwise transfer assets, operations or off balance sheet items or activities to unaffiliated entities; or

   Inserted: (D) to take any combination of the actions described in subparagraphs (A) through (C).

   Inserted: (3) International resolution mechanism.--Because only a binding comprehensive international resolution mechanism will mitigate the grave threat such a subject company poses to the United States, this requirement shall remain in effect until the Council, upon an affirmative vote of not fewer than \2/3\ of the Council members then serving, votes that there is a binding, effective, and comprehensive international resolution mechanism. At such time, all such companies shall be transitioned to regulation under paragraph (1).

   Inserted: (4) International cooperation.--The Council shall work promptly and urgently with all appropriate countries and international authorities to establish a binding, effective, and comprehensive international resolution mechanism, and shall report to Congress not less than once every 6 months on all activities taken in connection with such effort, including actions taken or not taken by other countries and international organizations. The Council shall designate a Vice Chairperson with the sole responsibility for working with international authorities to establish such a resolution mechanism.

   Inserted: (c) The Council shall determine the appropriate time periods for any actions pursuant to this subsection, but any such time periods shall be as soon as prudently possible, and in no event later than 2 years after such action is ordered.

   Inserted: (d) Notice and Hearing.--

   Inserted: (1) In general.--The Council, in consultation with the Board of Governors, shall provide to a company described in subsection (a) or (b) written notice that such company is being considered for mitigatory action pursuant to this section, including an explanation of the basis for, and description of, the proposed mitigatory action.

   Inserted: (2) Hearing.--Not later than 30 days after the date of receipt of notice under paragraph (1), the company may request, in writing, an opportunity for a written or oral hearing before the Council to contest the proposed mitigatory action. Upon receipt of a timely request, the Council shall fix a time (not later than 30 days after the date of receipt of the request) and place at which such company may appear, personally or through counsel, to submit written materials (or, at the discretion of the Council, in consultation with the Board of Governors, oral testimony and oral argument).

   Inserted: (3) Decision.--Not later than 60 days after the date of a hearing under paragraph (2), or not later than 60 days after the provision of a notice under paragraph (1) if no hearing was held, the Council shall notify the company of the final decision of the Council, including the results of the vote of the Council, as described in subsection (a) or (b).

   Inserted: (e) Factors for Consideration.--The Council and the Board of Governors shall take into consideration the factors set forth in subsection (a) or (b) of section 113, as applicable, in a determination described in subsection (a) and (b), and in a decision described in subsection (d).

   Inserted: (f) Application to Foreign Financial Companies.--The Council may prescribe regulations regarding the application of this section to foreign nonbank financial companies supervised by the Board of Governors and foreign-based bank holding companies, giving due regard to the principle of national treatment and competitive equity.

   Original wording

   On page 33, strike line 3 and all that follows through page 61, line 12 and insert the following:

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As printed