To improve the bill.

SA 3827. Mr. SHELBY (for himself and Mr. Dodd) submitted an amendment
intended to be proposed to amendment SA 3739 proposed by Mr. Reid (for
Mr. Dodd (for himself and Mrs. Lincoln)) to the bill S. 3217, to
promote the financial stability of the United States by improving
accountability and transparency in the financial system, to end ``too
big to fail'', to protect the American taxpayer by ending bailouts, to
protect consumers from abusive financial services practices, and for
other purposes; as follows:

On page 111, line 7, insert ``(a) In General.--'' before
``In''.
On page 114, line 14, after ``(iii)'' insert ``that is
predominantly engaged in activities that the Board of
Governors has determined are financial in nature or
incidental thereto for purposes of section 4(k) of the Bank
Holding Company Act of 1956 (12 U.S.C. 1843(k))''.
On page 114, line 21, after ``(12 U.S.C. 2001 et seq.)''
insert ``, a governmental entity, or a regulated entity, as
defined under section 1303 of the Federal Housing Enterprises
Financial Safety and Soundness Act of 1992 (12 U.S.C.
4502(20))''.
On page 115, strike lines 18 through 20, and insert the
following:
(15) Court.--The term ``Court'' means the United States
District Court for the District of Columbia.
On page 115, between lines 22 and 23, insert the following:
(b) Definitional Criteria.--For purpose of the definition
of the term ``financial company'' under subsection (a)(10),
no company shall be deemed to be predominantly engaged in
activities that the Board of Governors has determined are
financial in nature or incidental thereto for purposes of
section 4(k) of the Bank Holding Company Act of 1956 (12
U.S.C. 1843(k)), if the consolidated revenues of such company
from such activities constitute less than 85 percent of the
total consolidated revenues of such company, as the
Corporation, in consultation with the Secretary, shall
establish by regulation. In determining whether a company is
a financial company under this title, the consolidated
revenues derived from the ownership or control of a
depository institution shall be included.
On page 115, line 23, strike ``ORDERLY LIQUIDATION
AUTHORITY PANEL'' and insert ``JUDICIAL REVIEW''.
On page 115, strike line 24 and all that follows through
page 116, line 16.
On page 116, line 17, strike ``(b)'' and insert ``(a)''.
On page 116, strike lines 18 through 20, and insert the
following:
(1) Petition to district court.--
(A) District court review.--
On page 116, strike line 21 and all that follows through
page 117, line 4, and insert the following:
(i) Petition to district court.--Subsequent to a
determination by the Secretary under section 203 that a
financial company satisfies the criteria in section 203(b),
the Secretary shall notify the Corporation and the covered
financial company. If the board of directors (or body
performing similar functions) of the covered financial
company acquiesces or consents to the appointment of the
Corporation as a receiver, the Secretary shall appoint the
Corporation as a receiver. If the board of directors (or body
performing similar functions) of the covered financial
company does not acquiesce or consent to the appointment of
the Corporation as receiver, the Secretary shall petition the
United States District Court for the District of Columbia for
an order authorizing the Secretary to appoint the Corporation
as a receiver.
On page 117, line 9, strike ``Panel'' and insert ``Court''.
On page 117, line 13, strike ``Panel'' and insert
``Court''.
On page 117, beginning on line 16, strike ``, within 24
hours of receipt of the petition filed by the Secretary,''.
On page 117, line 21, strike ``is supported'' and all that
follows through line 22, and insert ``and satisfies the
definition of a financial company under section 201(10) is
arbitrary and capricious.''.
On page 117, line 24, strike ``Panel'' and insert
``Court''.
On page 118, line 2, insert ``and satisfies the definition
of a financial company under section 201(10)'' after ``danger
of default''.
On page 118, lines 3 and 4, strike ``is supported by
substantial evidence'' and insert ``is not arbitrary and
capricious''.
On page 118, line 4, strike ``Panel'' and insert ``Court''.
On page 118, lines 9 and 10, strike ``is not supported by
substantial evidence'' and insert ``is arbitrary and
capricious''.
On page 118, line 10, strike ``Panel'' and insert
``Court''.
On page 118, between lines 16 and 17, insert the following:
(v) Petition granted by operation of law.--If the Court
does not make a determination within 24 hours of receipt of
the petition--

(I) the petition shall be granted by operation of law;
(II) the Secretary shall appoint the Corporation as
receiver; and
(III) liquidation under this title shall automatically and
without further notice or action be commenced and the
Corporation may immediately take all actions authorized under
this title.

On page 118, line 18, strike ``Panel'' and insert
``Court''.
On page 118, line 23, strike ``Panel'' and insert
``Court''.
On page 119, line 1, strike ``Panel'' and insert ``Court''.
On page 119, line 12, strike ``panel'' and insert
``district court''.
On page 119, line 16, strike ``Third Circuit'' and insert
``District of Columbia Circuit''.
On page 119, line 17, strike ``Panel'' and insert
``Court''.
On page 119, line 23, strike ``Panel'' and insert
``Court''.
On page 120, strike lines 16 through 17 and insert
``default and satisfies the definition of a financial company
under section 201(10) is arbitrary and capricious.''.
On page 121, lines 19 and 20, strike ``is supported by
substantial evidence'' and insert ``and satisfies the
definition of a financial company under section 201(10) is
arbitrary and capricious''.
On page 121, line 21, strike ``(c)'' and insert ``(b)''.
On page 121, line 24, strike ``Panel'' and insert
``Court''.
On page 122, line 5, strike ``subsection (b)(1)'' and all
that follows through line 9, and insert ``subsection
(a)(1).''.
On page 122, strike lines 14 through 16.
On page 122, line 17, strike ``(C)'' and insert ``(A)''.
On page 122, line 19, strike ``(D)'' and insert ``(B)''.
On page 122, line 21, strike ``(E)'' and insert ``(C)''.
On page 122, line 23, strike ``(F)'' and insert ``(D)''.
On page 123, line 1, strike ``(d)'' and insert ``(c)''.
On page 123, between lines 14 and 15, insert the following:
(d) Time Limit on Receivership Authority.--
(1) Baseline period.--Any appointment of the Corporation as
receiver under this section shall terminate at the end of the
3-year period beginning on the date on which such appointment
is made.
(2) Extension of time limit.--The time limit established in
paragraph (1) may be extended by the Corporation for up to 1
additional year, if the Chairperson of the Corporation
determines and certifies in writing to the Committee on
Banking, Housing, and Urban Affairs of the Senate and the
Committee on Financial Services of the House of
Representatives that continuation of the receivership is
necessary--
(A) to--
(i) maximize the net present value return from the sale or
other disposition of the assets of the covered financial
company; or
(ii) minimize the amount of loss realized upon the sale or
other disposition of the assets of the covered financial
company; and
(B) to protect the stability of the financial system of the
United States.
(3) Second extension of time limit.--
(A) In general.--The time limit under this subsection, as
extended under paragraph (2), may be extended for up to 1
additional year, if the Chairperson of the Corporation, with
the concurrence of the Secretary, submits the certifications
described in paragraph (2).
(B) Additional report required.--Not later than 30 days
after the date of commencement of the extension under
subparagraph (A), the Corporation shall submit a report to
the Committee on Banking, Housing, and Urban Affairs of the
Senate and the Committee on Financial Services of the House
of Representatives describing the need for the extension and
the specific plan of the Corporation to conclude the
receivership before the end of the second extension.
(4) Ongoing litigation.--The time limit under this
subsection, as extended under paragraph (3), may be further
extended solely for the purpose of completing ongoing
litigation in which the Corporation as receiver is a party,
provided that the appointment of the Corporation as receiver
shall terminate not later than 90 days after the date of
completion of such litigation, if--
(A) the Council determines that the Corporation used its
best efforts to conclude the receivership in accordance with
its plan before the end of the time limit described in
paragraph (3);
(B) the Council determines that the completion of longer-
term responsibilities in the form of ongoing litigation
justifies the need for an extension; and
(C) the Corporation submits a report approved by the
Council not later than 30 days after the date of the
determinations by the Council under subparagraphs (A) and (B)
to the Committee on Banking, Housing, and Urban Affairs of
the Senate and the Committee on Financial Services of the
House of Representatives, describing--
(i) the ongoing litigation justifying the need for an
extension; and
(ii) the specific plan of the Corporation to complete the
litigation and conclude the receivership.

[[Page S3224]]

(5) Regulations.--The Corporation may issue regulations
governing the termination of receiverships under this title.
(6) No liability.--The Corporation and the Deposit
Insurance Fund shall not be liable for unresolved claims
arising from the receivership after the termination of the
receivership.
On page 123, line 21, strike ``Panel'' and insert
``Court''.
On page 124, line 11, strike ``Panel'' and insert
``Court''.
On page 126, between lines 9 and 10, insert the following:
(g) Study of Prompt Corrective Action Implementation by the
Appropriate Federal Agencies.--
(1) Study.--The Comptroller General of the United States
shall conduct a study regarding the implementation of prompt
corrective action by the appropriate Federal banking
agencies.
(2) Issues to be studied.--In conducting the study under
paragraph (1), the Comptroller General shall evaluate--
(A) the effectiveness of implementation of prompt
corrective action by the appropriate Federal banking agencies
and the resolution of insured depository institutions by the
Corporation; and
(B) ways to make prompt corrective action a more effective
tool to resolve the insured depository institutions at the
least possible long-term cost to the Deposit Insurance Fund.
(3) Report to council.--Not later than 1 years after the
date of enactment of this Act, the Comptroller General shall
submit a report to the Council on the results of the study
conducted under this subsection.
(4) Council report of action.--Not later than 6 months
after the date of receipt of the report from the Comptroller
General under paragraph (3), the Council shall submit a
report to the Committee on Banking, Housing, and Urban
Affairs of the Senate and the Committee on Financial Services
of the House of Representatives on actions taken in response
to the report, including any recommendations made to the
Federal primary financial regulatory agencies under section
120.
On page 128, line 9, strike ``and''.
On page 128, line 12, strike the period at the end and
insert ``; and''.
On page 128, between lines 12 and 13, insert the following:
(G) an evaluation of whether the company satisfies the
definition of a financial company under section 201.
On page 128, line 16, strike ``202(b)(1)(A)'' and insert
``202(a)(1)(A)''.
On page 129, line 17, strike ``and''.
On page 129, line 21, strike the period at the end and
insert ``; and''.
On page 129, between lines 21 and 22, insert the following:
(7) the company satisfies the definition of a financial
company under section 201.
On page 132, strike lines 3 through 17, and insert the
following:
(A) In general.--Not later than 60 days after the date of
appointment of the Corporation as receiver for a covered
financial company, the Corporation shall file a report with
the Committee on Banking, Housing, and Urban Affairs of the
Senate and the Committee on Financial Services of the House
of Representatives--
(i) setting forth information on the financial condition of
the covered financial company as of the date of the
appointment, including a description of its assets and
liabilities;
(ii) describing the plan of, and actions taken by, the
Corporation to wind down the covered financial company;
(iii) explaining each instance in which the Corporation
waived any applicable requirements of part 366 of title 12,
Code of Federal Regulations (or any successor thereto) with
respect to conflicts of interest by any person in the private
sector who was retained to provide services to the
Corporation in connection with such receivership;
(iv) describing the reasons for the provision of any
funding to the receivership out of the Fund;
(v) setting forth the expected costs of the orderly
liquidation of the covered financial company;
(vi) setting forth the identity of any claimant that is
treated in a manner different from other similarly situated
claimants under subsection (b)(4), (d)(4), or (h)(5)(E), the
amount of any additional payment to such claimant under
subsection (d)(4), and the reason for any such action; and
(vii) which report the Corporation shall publish on an
online website maintained by the Corporation, subject to
maintaining appropriate confidentiality.
On page 132, between lines 22 and 23, insert the following:
(C) Congressional testimony.--The Corporation and the
primary financial regulatory agency, if any, of the financial
company for which the Corporation was appointed receiver
under this title shall appear before Congress, if requested,
not later than 30 days after the date on which the
Corporation first files the reports required under
subparagraph (A).
On page 135, line 15, strike ``section 202(b)'' and insert
``section 202(a)''.
On page 136, line 9, strike ``with the strong presumption''
and insert ``so''.
On page 138, line 16, insert after the period the
following: ``All funds provided by the Corporation under this
subsection shall have a priority of claims under subparagraph
(A) or (B) of section 210(b)(1), as applicable, including
funds used for--
``(1) making loans to, or purchasing any debt obligation
of, the covered financial company or any covered subsidiary;
``(2) purchasing or guaranteeing against loss the assets of
the covered financial company or any covered subsidiary,
directly or through an entity established by the Corporation
for such purpose;
``(3) assuming or guaranteeing the obligations of the
covered financial company or any covered subsidiary to 1 or
more third parties;
``(4) taking a lien on any or all assets of the covered
financial company or any covered subsidiary, including a
first priority lien on all unencumbered assets of the covered
financial company or any covered subsidiary to secure
repayment of any transactions conducted under this
subsection;
``(5) selling or transferring all, or any part, of such
acquired assets, liabilities, or obligations of the covered
financial company or any covered subsidiary; and
``(6) making payments pursuant to subsections (b)(4),
(d)(4), and (h)(5)(E) of section 210.''.
On page 138, line 15, strike ``section 210(n)(13)'' and
insert ``section 210(n)(11)''.
On page 147, line 3, insert before the period the
following: ``, and address the potential for conflicts of
interest between or among individual receiverships
established under this title or under the Federal Deposit
Insurance Act''.
On page 187, line 18, strike ``(B), and (C)'' and insert
``(B), (C), and (D)''.
On page 187, line 20, strike ``(D)'' and insert ``(E)''.
On page 192, insert before line 1 the following:
(C) Wages, salaries, or commissions, including vacation,
severance, and sick leave pay earned by an individual (other
than an individual described in subparagraph (G)), but only
to the extent of $11,725 for each individual (as indexed for
inflation, by regulation of the Corporation) earned not later
than 180 days before the date of appointment of the
Corporation as receiver.
(D) Contributions owed to employee benefit plans arising
from services rendered not later than 180 days before the
date of appointment of the Corporation as receiver, to the
extent of the number of employees covered by each such plan,
multiplied by $11,725 (as indexed for inflation, by
regulation of the Corporation), less the aggregate amount
paid to such employees under subparagraph (C), plus the
aggregate amount paid by the receivership on behalf of such
employees to any other employee benefit plan.
On page 192, line 1, strike ``(C)'' and insert ``(E)''.
On page 192, beginning on line 3, strike ``(D) or (E)'' and
insert ``(F), (G), or (H)''.
On page 192, line 5, strike ``(D)'' and insert ``(F)''.
On page 192, between lines 7 and 8, insert the following:
(G) Any wages, salaries, or commissions including vacation,
severance, and sick leave pay earned, owed to senior
executives and directors of the covered financial company.
On page 192, line 7, strike ``subparagraph (E)).'' and
insert ``subparagraph (G) or (H)).''.
On page 192, line 8, strike ``(E)'' and insert ``(H)''.
On page 193, line 18, strike ``(ii)'' and insert the
following:
``(ii) to initiate and continue operations essential to
implementation of the receivership or any bridge financial
company;
``(iii)''.
On page 228, line 17, strike ``5th'' and insert ``3rd''.
On page 236, line 20, strike ``5th'' and insert ``3rd''.
On page 237, line 14, strike ``5th'' and insert ``3rd''.
On page 240, line 8, strike ``section 202(c)(1)'' and
insert ``section 202(a)(1)''.
On page 246, strike line 21 and all the follows through
page 247, line 5, and insert the following:
(B) Limitations.--
(i) Prohibition.--The Corporation shall not make any
payments or credit amounts to any claimant or category of
claimants that would result in any claimant receiving more
than the face value amount of any claim that is proven to the
satisfaction of the Corporation.
(ii) No obligation.--Notwithstanding any other provision of
Federal or State law, or the Constitution of any State, the
Corporation shall not be obligated, as a result of having
made any payment under subparagraph (A) or credited any
amount described in subparagraph (A) to or with respect to,
or for the account, of any claimant or category of claimants,
to make payments to any other claimant or category of
claimants.
On page 254, line 24, strike ``(13)'' and insert ``(11)''.
On page 260, line 4, strike ``subsection (o)(1)(E)(ii))''
and insert ``subsection (o)(1)(D)(ii))''.
On page 263, line 16, strike ``(13)'' and insert ``(11)''.
On page 278, line 5, strike ``(9)'' and insert ``(6)''.
On page 278, line 10, strike ``(9)'' and insert ``(6)''.
On page 278, strike line 18 and all that follows through
page 279, line 20.
On page 279, line 21, strike ``(8)'' and insert ``(4)''.
On page 280, line 5, strike ``(9)'' and insert ``(5)''.
On page 281, line 6, strike the period and insert the
following: ``, plus an interest rate surcharge to be
determined by the Secretary,

[[Page S3225]]

which shall be greater than the difference between--
``(i) the current average rate on an index of corporate
obligations of comparable maturity; and
``(ii) the current average rate on outstanding marketable
obligations of the United States of comparable maturity.''.
On page 281, strike line 20 and all that follows through
page 282, line 8, and insert the following:
(6) Maximum obligation limitation.--The Corporation may
not, in connection with the orderly liquidation of a covered
financial company, issue or incur any obligation, if, after
issuing or incurring the obligation, the aggregate amount of
such obligations outstanding under this subsection for each
covered financial company would exceed--
(A) an amount that is equal to 10 percent of the total
consolidated assets of the covered financial company, based
on the most recent financial statement available, during the
30-day period immediately following the date of appointment
of the Corporation as receiver (or a shorter time period if
the Corporation has calculated the amount described under
subparagraph (B)); and
(B) the amount that is equal to 90 percent of the fair
value of the total consolidated assets of each covered
financial company that are available for repayment, after the
time period described in subparagraph (A).
On page 282, line 9, strike ``(11)'' and insert ``(7)''.
On page 282, strike lines 14 through 19.
On page 282, line 20, strike ``(13)'' and insert ``(8)''.
On page 283, strike lines 5 through 14 and insert the
following:
(i) the authorities of the Corporation contained in this
title shall not be used to assist the Deposit Insurance Fund
or to assist any financial company under applicable law other
than this Act;
(ii) the authorities of the Corporation relating to the
Deposit Insurance Fund, or any other responsibilities of the
Corporation under applicable law other than this title, shall
not be used to assist a covered financial company pursuant to
this title; and
(iii) the Deposit Insurance Fund may not be used in any
manner to otherwise circumvent the purposes of this title.
On page 283, line 24, strike ``(14)'' and insert ``(9)''.
On page 284, line 6, insert ``, including taking any
actions specified'' before ``under 204(d)''.
On page 284, line 7, insert before the period ``, and
payments to third parties''.
On page 284, between lines 10 and 11, insert the following:
(10) Implementation expenses.--
(A) In general.--Reasonable implementation expenses of the
Corporation incurred after the date of enactment of this Act
shall be treated as expenses of the Council.
(B) Requests for reimbursement.--The Corporation shall
periodically submit a request for reimbursement for
implementation expenses to the Chairperson of the Council,
who shall arrange for prompt reimbursement to the Corporation
of reasonable implementation expenses.
(C) Definition.--As used in this paragraph, the term
``implementation expenses''--
(i) means costs incurred by the Corporation beginning on
the date of enactment of this Act, as part of its efforts to
implement this title that do not relate to a particular
covered financial company; and
(ii) includes the costs incurred in connection with the
development of policies, procedures, rules, and regulations
and other planning activities of the Corporation consistent
with carrying out this title.
On page 284, strike line 13 and all that follows through
page 285, line 2.
On page 285, line 3, strike ``(B)'' and insert ``(A)''.
On page 285, line 10, strike ``(C)'' and insert ``(B)''.
On page 285, line 10, strike ``Additional''.
On page 285, line 13, strike ``(E)'' and insert ``(D)''.
On page 285, strike lines 14 through 23.
On page 285, line 24, strike ``(iii)''.
On page 285, line 21, strike ``during the initial
capitalization period''.
On page 286, strike line 11 and all that follows through
page 287, line 2, and insert the following:
(D) Application of assessments.--To meet the requirements
of subparagraph (C), the Corporation shall--
(i) impose assessments, as soon as practicable, on any
claimant that received additional payments or amounts from
the Corporation pursuant to subsection (b)(4), (d)(4), or
(h)(5)(E), except for payments or amounts necessary to
initiate and continue operations essential to implementation
of the receivership or any bridge financial company, to
recover on a cumulative basis, the entire difference
between--

(I) the aggregate value the claimant received from the
Corporation on a claim pursuant to this title (including
pursuant to subsection (b)(4), (d)(4), and (h)(5)(E)), as of
the date on which such value was received; and
(II) the value the claimant was entitled to receive from
the Corporation on such claim solely from the proceeds of the
liquidation of the covered financial company under this
title; and

(ii) if the amounts to be recovered on a cumulative basis
under clause (i) are insufficient to meet the requirements of
subparagraph (C), after taking into account the
considerations set forth in paragraph (4), impose assessments
on--

(I) eligible financial companies; and
(II) financial companies with total consolidated assets
equal to or greater than $50,000,000,000 that are not
eligible financial companies.

(E) Provision of financing.--Payments or amounts necessary
to initiate and continue operations essential to
implementation of the receivership or any bridge financial
company described in subparagraph (E)(i) shall not include
the provision of financing, as defined by rule of the
Corporation, to third parties.
On page 287, strike lines 3 through 10.
On page 289, strike line 25, and insert ``the Corporation,
in consultation with the Secretary, deems appropriate.''.
On page 290, beginning on line 9, strike ``, in
consultation with the Secretary and the Council,''.
On page 290, line 11, insert after the period the
following: ``The Corporation shall consult with the Secretary
in the development and finalization of such regulations.''.
On page 295, between lines 19 and 20, insert the following:
(s) Recoupment of Compensation From Senior Executives and
Directors.--
(1) In general.--The Corporation, as receiver of a covered
financial company, may recover from any current or former
senior executive or director substantially responsible for
the failed condition of the covered financial company any
compensation received during the 2-year period preceding the
date on which the Corporation was appointed as the receiver
of the covered financial company, except that, in the case of
fraud, no time limit shall apply.
(2) Cost considerations.--In seeking to recover any such
compensation, the Corporation shall weigh the financial and
deterrent benefits of such recovery against the cost of
executing the recovery.
(3) Rulemaking.--The Corporation shall promulgate
regulations to implement the requirements of this subsection,
including defining the term ``compensation'' to mean any
financial remuneration, including salary, bonuses,
incentives, benefits, severance, deferred compensation, or
golden parachute benefits, and any profits realized from the
sale of the securities of the covered financial company.
On page 296, between lines 15 and 16, insert the following:
(d) FDIC Inspector General Reviews.--
(1) Scope.--The Inspector General of the Corporation shall
conduct, supervise, and coordinate audits and investigations
of the liquidation of any covered financial company by the
Corporation as receiver under this title, including
collecting and summarizing--
(A) a description of actions taken by the Corporation as
receiver;
(B) a description of any material sales, transfers,
mergers, obligations, purchases, and other material
transactions entered into by the Corporation;
(C) an evaluation of the adequacy of the policies and
procedures of the Corporation under section 203(d) and
orderly liquidation plan under section 210(n)(14);
(D) an evaluation of the utilization by the Corporation of
the private sector in carrying out its functions, including
the adequacy of any conflict-of-interest reviews; and
(E) an evaluation of the overall performance of the
Corporation in liquidating the covered financial company,
including administrative costs, timeliness of liquidation
process, and impact on the financial system.
(2) Frequency.--Not later than 6 months after the date of
appointment of the Corporation as receiver under this title
and every 6 months thereafter, the Inspector General of the
Corporation shall conduct the audit and investigation
described in paragraph (1).
(3) Reports and testimony.--The Inspector General of the
Corporation shall include in the semiannual reports required
by section 5(a) of the Inspector General Act of 1978 (5
U.S.C. App.), a summary of the findings and evaluations under
paragraph (1), and shall appear before the appropriate
committees of Congress, if requested, to present each such
report.
(4) Funding.--
(A) Initial funding.--The expenses of the Inspector General
of the Corporation in carrying out this subsection shall be
considered administrative expenses of the receivership.
(B) Additional funding.--If the maximum amount available to
the Corporation as receiver under this title is insufficient
to enable the Inspector General of the Corporation to carry
out the duties under this subsection, the Corporation shall
pay such additional amounts from assessments imposed under
section 210.
(5) Termination of responsibilities.--The duties and
responsibilities of the Inspector General of the Corporation
under this subsection shall terminate 1 year after the date
of termination of the receivership under this title.
(e) Treasury Inspector General Reviews.--
(1) Scope.--The Inspector General of the Department of the
Treasury shall conduct, supervise, and coordinate audits and
investigations of actions taken by the Secretary related to
the liquidation of any covered financial company under this
title, including collecting and summarizing--
(A) a description of actions taken by the Secretary under
this title;
(B) an analysis of the approval by the Secretary of the
policies and procedures of the

[[Page S3226]]

Corporation under section 203 and acceptance of the orderly
liquidation plan of the Corporation under section 210; and
(C) an assessment of the terms and conditions underlying
the purchase by the Secretary of obligations of the
Corporation under section 210.
(2) Frequency.--Not later than 6 months after the date of
appointment of the Corporation as receiver under this title
and every 6 months thereafter, the Inspector General of the
Department of the Treasury shall conduct the audit and
investigation described in paragraph (1).
(3) Reports and testimony.--The Inspector General of the
Department of the Treasury shall include in the semiannual
reports required by section 5(a) of the Inspector General Act
of 1978 (5 U.S.C. App.), a summary of the findings and
assessments under paragraph (1), and shall appear before the
appropriate committees of Congress, if requested, to present
each such report.
(4) Termination of responsibilities.--The duties and
responsibilities of the Inspector General of the Department
of the Treasury under this subsection shall terminate 1 year
after the date on which the obligations purchased by the
Secretary from the Corporation under section 210 are fully
redeemed.
(f) Primary Financial Regulatory Agency Inspector General
Reviews.--
(1) Scope.--Upon the appointment of the Corporation as
receiver for a covered financial company supervised by a
Federal primary financial regulatory agency or the Board of
Governors under section 165, the Inspector General of the
agency or the Board of Governors shall make a written report
reviewing the supervision by the agency or the Board of
Governors of the covered financial company, which shall--
(A) evaluate the effectiveness of the agency or the Board
of Governors in carrying out its supervisory responsibilities
with respect to the covered financial company;
(B) identify any acts or omissions on the part of agency or
Board of Governors officials that contributed to the covered
financial company being in default or in danger of default;
(C) identify any actions that could have been taken by the
agency or the Board of Governors that would have prevented
the company from being in default or in danger of default;
and
(D) recommend appropriate administrative or legislative
action.
(2) Reports and testimony.--Not later than 1 year after the
date of appointment of the Corporation as receiver under this
title, the Inspector General of the Federal primary financial
regulatory agency or the Board of Governors shall provide the
report required by paragraph (1) to such agency or the Board
of Governors, and along with such agency or the Board of
Governors, as applicable, shall appear before the appropriate
committees of Congress, if requested, to present the report
required by paragraph (1). Not later than 90 days after the
date of receipt of the report required by paragraph (1), such
agency or the Board of Governors, as applicable, shall
provide a written report to Congress describing any actions
taken in response to the recommendations in the report, and
if no such actions were taken, describing the reasons why no
actions were taken.

SEC. 212. PROHIBITION OF CIRCUMVENTION AND PREVENTION OF
CONFLICTS OF INTEREST.

(a) No Other Funding.--Funds for the orderly liquidation of
any covered financial company under this title shall only be
provided as specified under this title.
(b) Limit on Governmental Actions.--No governmental entity
may take any action to circumvent the purposes of this title.
(c) Conflict of Interest.--In the event that the
Corporation is appointed receiver for more than 1 covered
financial company or is appointed receiver for a covered
financial company and receiver for any insured depository
institution that is an affiliate of such covered financial
company, the Corporation shall take appropriate action, as
necessary to avoid any conflicts of interest that may arise
in connection with multiple receiverships.

SEC. 213. BAN ON SENIOR EXECUTIVES AND DIRECTORS.

(a) Prohibition Authority.--The Board of Governors or, if
the covered financial company was not supervised by the Board
of Governors, the Corporation, may exercise the authority
provided by this section.
(b) Authority To Issue Order.--The appropriate agency
described in subsection (a) may take any action authorized by
subsection (c), if the agency determines that--
(1) a senior executive or a director of the covered
financial company, prior to the appointment of the
Corporation as receiver, has, directly or indirectly--
(A) violated--
(i) any law or regulation;
(ii) any cease-and-desist order which has become final;
(iii) any condition imposed in writing by a Federal agency
in connection with any action on any application, notice, or
request by such company or senior executive; or
(iv) any written agreement between such company and such
agency;
(B) engaged or participated in any unsafe or unsound
practice in connection with any financial company; or
(C) committed or engaged in any act, omission, or practice
which constitutes a breach of the fiduciary duty of such
senior executive or director;
(2) by reason of the violation, practice, or breach
described in any clause of paragraph (1), such senior
executive or director has received financial gain or other
benefit by reason of such violation, practice, or breach and
such violation, practice, or breach contributed to the
failure of the company; and
(3) such violation, practice, or breach--
(A) involves personal dishonesty on the part of such senior
executive or director; or
(B) demonstrates willful or continuing disregard by such
senior executive or director for the safety or soundness of
such company.
(c) Authorized Actions.--
(1) In general.--The appropriate agency for a financial
company, as described in subsection (a), may serve upon a
senior executive or director described in subsection (b) a
written notice of the intention of the agency to prohibit any
further participation by such person, in any manner, in the
conduct of the affairs of any financial company for a period
of time determined by the appropriate agency to be
commensurate with such violation, practice, or breach,
provided such period shall be not less than 2 years.
(2) Procedures.--The due process requirements and other
procedures under section 8(e) of the Federal Deposit
Insurance Act shall apply to actions under this section as if
the covered financial company were an insured depository
institution and the senior executive or director were an
institution-affiliated party, as those terms are defined in
that Act.
(d) Regulations.--The Corporation and the Board of
Governors, in consultation with the Council, shall jointly
prescribe rules or regulations to administer and carry out
this section, including rules, regulations, or guidelines to
further define the term senior executive for the purposes of
this section.
On page 1522, line 11, strike ``The third'' and insert the
following:
``(a) Federal Reserve Act.--The third''.
On page 1528, line 3, strike the end quotation marks and
the final period and insert the following:
``(E) If an entity to which a Federal reserve bank has
provided a loan under this paragraph becomes a covered
financial company, as defined in section 203 of the Restoring
American Financial Stability Act of 2010, at any time while
such loan is outstanding, and the Federal reserve bank incurs
a realized net loss on the loan, then the Federal reserve
bank shall have a claim equal to the amount of the net
realized loss against the covered entity, with the same
priority as an obligation to the Secretary of the Treasury
under sections 210(n) and 210(o) of the Restoring American
Financial Stability Act of 2010.''.
(b) Conforming Amendment.--Section 507(a)(2) of title 11,
United States Code, is amended by inserting ``claims of any
Federal reserve bank related to loans made through programs
or facilities authorized under the third undesignated
paragraph of the Federal Reserve Act ( 12 U.S.C. 343),''
after ``this title,''.
On page 1523, line 17, strike ``of sufficient quality'' and
insert ``sufficient''.
On page 1523, line 18, insert after the period the
following: ``The policies and procedures established by the
Board shall require that a Federal reserve bank assign,
consistent with sound risk management practices and to ensure
protection for the taxpayer, a lendable value to all
collateral for a loan executed by a Federal reserve bank
under this paragraph in determining whether the loan is
secured satisfactorily for purposes of this paragraph.''.
On page 1523, line 19, strike ``(ii)'' and insert the
following:
``(ii) The Board shall establish procedures to prohibit
borrowing from programs and facilities by borrowers that are
insolvent. Such procedures may include a certification from
the chief executive officer (or other authorized officer) of
the borrower, at the time the borrower initially borrows
under the program or facility (with a duty by the borrower to
update the certification if the information in the
certification materially changes), that the borrower is not
insolvent. A borrower shall be considered insolvent for
purposes of this subparagraph, if the borrower is in
bankruptcy, resolution under title II of the Restoring
American Financial Stability Act of 2010, or any other
Federal or State insolvency proceeding.
``(iii) A program or facility that is structured to remove
assets from the balance sheet of a single and specific
company, or that is established for the purpose of assisting
a single and specific company avoid bankruptcy, resolution
under title II of the Restoring American Financial Stability
Act of 2010, or any other Federal or State insolvency
proceeding, shall not be considered a program or facility
with broad-based eligibility.
``(iv)''.
On page 1523, line 18: insert ``and that any such program
is terminated in a timely and orderly fashion'' before
``losses''.
On page 1524, line 11, strike ``assistance,'' and all that
follows through line 12 and insert ``assistance.''.
On page 1525, strike line 21 and all that follows through
page 1528, line 3, and insert the following:
``(D) The information submitted to Congress under
subparagraph (C) related to--
``(i) the identity of the participants in an emergency
lending program or facility commenced under this paragraph;
``(ii) the amounts borrowed by each participant in any such
program or facility;
``(iii) identifying details concerning the assets or
collateral held by, under, or in connection with such a
program or facility,

[[Page S3227]]

shall be kept confidential, upon the written request of the
Chairman of the Board, in which case such information shall
be made available only to the Chairpersons and Ranking
Members of the Committees described in subparagraph (C).''.
On page 1537, line 23, insert before the period the
following: ``and a request for approval of such plan''.
On page 1537, line 23, strike ``Upon'' and all that follows
through page 1538, line 6, and insert the following: ``The
Corporation shall exercise the authority under this section
to issue guarantees up to that specified maximum amount upon
passage of the joint resolution of approval, as provided in
subsection (d). Absent such approval, the Corporation shall
issue no such guarantees.''.
On page 1538, line 16, strike ``Upon'' and all that follows
through page 1547, line 6 and insert the following: ``The
Corporation shall exercise the authority under this section
to issue guarantees up to that specified maximum amount upon
passage of the joint resolution of approval, as provided in
subsection (d). Absent such approval, the Corporation shall
issue no such guarantees.
``(d) Resolution of Approval.--
``(1) Additional debt guarantee authority.--A request by
the President under this section shall be considered granted
by Congress upon adoption of a joint resolution approving
such request. Such joint resolution shall be considered in
the Senate under expedited procedures.
``(2) Fast track consideration in senate.--
``(A) Reconvening.--Upon receipt of a request under
subsection (c), if the Senate has adjourned or recessed for
more than 2 days, the majority leader of the Senate, after
consultation with the minority leader of the Senate, shall
notify the Members of the Senate that, pursuant to this
section, the Senate shall convene not later than the second
calendar day after receipt of such message.
``(B) Placement on calendar.--Upon introduction in the
Senate, the joint resolution shall be placed immediately on
the calendar.
``(C) Floor consideration.--
``(i) In general.--Notwithstanding Rule XXII of the
Standing Rules of the Senate, it is in order at any time
during the period beginning on the 4th day after the date on
which Congress receives a request under subsection (c), and
ending on the 7th day after that date (even though a previous
motion to the same effect has been disagreed to) to move to
proceed to the consideration of the joint resolution, and all
points of order against the joint resolution (and against
consideration of the joint resolution) are waived. The motion
to proceed is not debatable. The motion is not subject to a
motion to postpone. A motion to reconsider the vote by which
the motion is agreed to or disagreed to shall not be in
order. If a motion to proceed to the consideration of the
resolution is agreed to, the joint resolution shall remain
the unfinished business until disposed of.
``(ii) Debate.--Debate on the joint resolution, and on all
debatable motions and appeals in connection therewith, shall
be limited to not more than 10 hours, which shall be divided
equally between the majority and minority leaders or their
designees. A motion further to limit debate is in order and
not debatable. An amendment to, or a motion to postpone, or a
motion to proceed to the consideration of other business, or
a motion to recommit the joint resolution is not in order.
``(iii) Vote on passage.--The vote on passage shall occur
immediately following the conclusion of the debate on the
joint resolution, and a single quorum call at the conclusion
of the debate if requested in accordance with the rules of
the Senate.
``(iv) Rulings of the chair on procedure.--Appeals from the
decisions of the Chair relating to the application of the
rules of the Senate, as the case may be, to the procedure
relating to a joint resolution shall be decided without
debate.
``(3) Rules.--
``(A) Coordination with action by house of
representatives.--If, before the passage by the Senate of a
joint resolution of the Senate, the Senate receives a joint
resolution, from the House of Representatives, then the
following procedures shall apply:
``(i) The joint resolution of the House of Representatives
shall not be referred to a committee.
``(ii) With respect to a joint resolution of the Senate--

``(I) the procedure in the Senate shall be the same as if
no joint resolution had been received from the other House;
but
``(II) the vote on passage shall be on the joint resolution
of the House of Representatives.

``(B) Treatment of joint resolution of house of
representatives.--If the Senate fails to introduce or
consider a joint resolution under this section, the joint
resolution of the House of Representatives shall be entitled
to expedited floor procedures under this subsection.
``(C) Treatment of companion measures.--If, following
passage of the joint resolution in the Senate, the Senate
then receives the companion measure from the House of
Representatives, the companion measure shall not be
debatable.
``(D) Rules of the senate.--This subsection is enacted by
Congress--
``(i) as an exercise of the rulemaking power of the Senate,
and as such it is deemed a part of the rules of the Senate,
but applicable only with respect to the procedure to be
followed in the Senate in the case of a joint resolution, and
it supersedes other rules, only to the extent that it is
inconsistent with such rules; and
``(ii) with full recognition of the constitutional right of
the Senate to change the rules (so far as relating to the
procedure of the Senate) at any time, in the same manner, and
to the same extent as in the case of any other rule of the
Senate.
``(4) Definition.--As used in this subsection, the term
`joint resolution' means only a joint resolution--
``(A) that is introduced not later than 3 calendar days
after the date on which the request referred to in subsection
(c) is received by Congress;
``(B) that does not have a preamble;
``(C) the title of which is as follows: `Joint resolution
relating to the approval of a plan to guarantee obligations
under section 1155 of the Restoring American Financial
Stability Act of 2010'; and
``(D) the matter after the resolving clause of which is as
follows: `That Congress approves the obligation of any amount
described in section 1155(c) of the Restoring American
Financial Stability Act of 2010.'.''.
On page 1550, strike lines 1 through 12, and insert the
following:
(3) Liquidity event.--The term ``liquidity event'' means--
(A) an exceptional and broad reduction in the general
ability of financial market participants--
(i) to sell financial assets without an unusual and
significant discount; or
(ii) to borrow using financial assets as collateral without
an unusual and significant increase in margin; or
(B) an unusual and significant reduction in the ability of
financial market participants to obtain unsecured credit.
On page 1550, strike line 24 and all that follows through
page 1551, line 3, and insert the following:
(b) Federal Deposit Insurance Act.--Section 13(c)(4)(G) of
the Federal Deposit Insurance Act (12 U.S.C. 1823(c)(4)(G))
is amended--
(1) in clause (i)--
(A) in subclause (I), by inserting ``for which the
Corporation has been appointed receiver'' before ``would have
serious''; and
(B) in the undesignated matter following subclause (II), by
inserting ``for the purpose of winding up the insured
depository institution for which the Corporation has been
appointed receiver'' after ``provide assistance under this
section''; and
(2) in clause (v)(I), by striking ``The'' and inserting
``Not later than 3 days after making a determination under
clause (i), the''.
______