S.Amdt. 2292

SA 2292. Mr. REED submitted an amendment intended to be proposed by
him to the bill S. 1582, to provide for the regulation of payment
stablecoins, and for other purposes; which was ordered to lie on the
table; as follows:

At the appropriate place in section 4, insert the
following:
(__) Change of Control.--
(1) In general.--No action may be taken, except with the
prior written approval of the primary Federal payment
stablecoin regulator, that may result in a change of control
of a permitted payment stablecoin issuer.
(2) Application to acquire a permitted payment stablecoin
issuer.--
(A) Submission.--Prior to any change of control described
in paragraph (1), a person seeking to acquire control of a
permitted payment stablecoin issuer shall submit to the
primary Federal payment stablecoin regulator a written
application, in form and substance acceptable to such
regulator, that includes detailed information about the
applicant and all directors, principal officers, principal
stockholders, and principal beneficiaries of the applicant,
as applicable.
(B) Determination of control.--
(i) In general.--Not later than 30 days after the receipt
of an application under subparagraph (A), or such further
period as the

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primary Federal payment stablecoin regulator may prescribe,
the primary Federal payment stablecoin regulator shall
determine whether the applicant does not or will not, upon
the taking of the proposed action, control another person.
(ii) Effect of filing.--The filing of an application
pursuant to this subdivision in good faith by any person
shall relieve the applicant from any obligation or liability
imposed by this section with respect to the subject of the
application until the primary Federal payment stablecoin
regulator has acted upon the application.
(iii) Revocation or modification.--The primary Federal
payment stablecoin regulator may revoke or modify a
determination under this subparagraph after notice and
opportunity to be heard, if, in the determination of the
primary Federal payment stablecoin regulator, revocation or
modification is consistent with this section.
(iv) Factors.--In making a determination under this
subparagraph, the primary Federal payment stablecoin
regulator may consider--

(I) whether the person's purchase of common stock is made
solely for investment purposes and not to acquire control
over the permitted payment stablecoin issuer;
(II) whether the person could direct, or cause the
direction of, the management or policies of the permitted
payment stablecoin issuer;
(III) whether the person could propose directors in
opposition to nominees proposed by the management or board of
directors of the permitted payment stablecoin issuer;
(IV) whether the person could seek or accept representation
on the board of directors of the permitted payment stablecoin
issuer;
(V) whether the person could solicit or participate in
soliciting proxy votes with respect to any matter presented
to the shareholders of the permitted payment stablecoin
issuer; and
(VI) any other factor that indicates such person would or
would not exercise control of the permitted payment
stablecoin issuer.

(C) Approval or denial of application.--
(i) In general.--Not later than 120 days after the primary
Federal payment stablecoin regulator deems an application
under this subsection to be complete, the primary Federal
payment stablecoin regulator shall approve or deny the
application.
(ii) Extension.--The primary Federal payment stablecoin
regulator may, for good cause shown, extend the period under
clause (i) for such additional reasonable period of time as
may be required to enable compliance with the requirements
and conditions of this Act.
(iii) Consideration of public interest.--In determining
whether to approve or deny an application under this
subsection, the primary Federal payment stablecoin regulator
shall, among other factors, take into consideration the
public interest and the needs and convenience of the public.
(3) Control defined.--
(A) In general.--In this subsection, the term ``control''
means the possession, directly or indirectly, of the power to
direct or cause the direction of the management and policies
of a permitted payment stablecoin issuer, whether through the
ownership of stock of such issuer, the stock of any person
that possesses such power, or otherwise.
(B) Presumptions.--
(i) Voting power.--Control shall be presumed to exist if a
person, directly or indirectly, owns, controls, or holds with
power to vote 10 percent or more of the voting stock of a
permitted payment stablecoin issuer or of any person that
owns, controls, or holds with power to vote 10 percent or
more of the voting stock of such issuer.
(ii) Officers and directors.--No person shall be deemed to
control another person solely by reason of being an officer
or director of such other person.
(__) Mergers and Acquisitions.--
(1) In general.--No action may be taken, except with the
prior written approval of the primary Federal payment
stablecoin regulator, that may result in a merger or
acquisition of all or a substantial part of the assets of a
permitted payment stablecoin issuer.
(2) Application for merger or acquisition.--
(A) Submission.--Prior to any merger or acquisition
described in paragraph (1), any merging entities or the
acquiring entity, as applicable, shall submit to the primary
Federal payment stablecoin regulator an application
containing a written plan of merger or acquisition, in form
and substance acceptable to such regulator, that--
(i) specifies each entity to be merged, the surviving
entity, or the entity acquiring all or substantially all of
the assets of the permitted payment stablecoin issuer, as
applicable; and
(ii) describes the terms and conditions of the merger or
acquisition, as applicable, and the mode of carrying it into
effect.
(B) Approval or denial of application.--
(i) In general.--Not later than 120 days after the primary
Federal payment stablecoin regulator deems an application
under this subsection to be complete, the primary Federal
payment stablecoin regulator shall approve or deny the
application.
(ii) Extension.--The primary Federal payment stablecoin
regulator may, for good cause shown, extend the period under
clause (i) for such additional reasonable period of time as
may be required to enable compliance with the requirements
and conditions of this Act.
(iii) Consideration of public interest.--In determining
whether to approve or deny an application under this
subsection, the primary Federal payment stablecoin regulator
shall, among other factors, take into consideration the
public interest and the needs and convenience of the public.

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