S.Amdt. 2341

SA 2341. Ms. WARREN submitted an amendment intended to be proposed by
her 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, insert the following:

SEC. ___. PAYMENT STABLECOIN MERGER REVIEW.

(a) In General.--Except with the prior written approval of
the appropriate Federal permitted stablecoin regulator
(referred to in this section as the ``responsible agency''),
no payment stablecoin issuer may--
(1) merge or consolidate with any other such issuer;
(2) assume liability to redeem or make payment on any
payment stablecoin made by any other such issuer (or any
similar liability); or
(3) transfer reserve assets to any other such issuer for
the consideration of the assumption of liabilities for any
portion of the payment stablecoins issued by that issuer.
(b) Reports on Competitive Factors.--With respect to an
action described in subsection (a), the following shall
apply:
(1) Except as provided in paragraph (3), the responsible
agency shall--
(A) request from the Attorney General a report on the
competitive factors implicated in the action; and
(B) provide a copy of the request submitted under
subparagraph (A) to the Board.
(2) The Attorney General shall furnish a report requested
under paragraph (1) to the responsible agency and to the
Board--
(A) not later than 30 days after the date on which the
Attorney General receives the request; or
(B) not later than 10 days after the date on which the
Attorney General receives the request, if the responsible
agency advises the Attorney General that an emergency exists
requiring expeditious action.
(3) A responsible agency shall not be required to request a
report under paragraph (1), if--
(A) the responsible agency determines that the agency must
act immediately in order to prevent the probable failure of
an issuer involved in the applicable action; or
(B) the applicable action involves only an issuer and an
affiliate of the issuer.
(c) Prohibition on Certain Approvals.--A responsible agency
may not approve an action described in subsection (a), if--
(1) the action would result in a monopoly with respect to,
or would be in furtherance of any combination or conspiracy
to monopolize or attempt to monopolize, the business of
payment stablecoins in any part of the United States; or
(2) the effect of the action may be substantially to lessen
competition, or tend to create a monopoly, or that in any
other manner would be in restraint of trade, unless the
agency finds that the anticompetitive effects of the action
are clearly outweighed in the public interest by the probable
effects of the action in meeting the convenience and needs of
the community to be served.
(d) Considerations.--In determining whether to approve an
action under this section, a responsible agency shall also
take into consideration the financial and managerial
resources and future prospects of the existing and proposed
issuers, the convenience of the community to be served, and
the risk to the stability of the payments or financial system
of the United States.
(e) State-level Regulatory Regimes.--Under this Act, a
State-level regulatory regime may not be deemed to be
substantially similar to the Federal regulatory framework
under this Act unless the applicable State has adopted a
substantially similar merger review framework to that
established under this section.

SEC. ___. CHANGE IN CONTROL OF PAYMENT STABLECOIN ISSUERS.

(a) In General.--No person, acting directly or indirectly,
or through or in concert with another person, may acquire
control of any issuer of a payment stablecoin through a
purchase, assignment, transfer, pledge, or other disposition
of voting stock of the issuer, unless--
(1) not fewer than 60 days before the date of the
acquisition, the issuer has provided the applicable primary
Federal payment stablecoin regulator or State payment
stablecoin regulator with written notice regarding the
acquisition; and
(2) during the 60-day period preceding the acquisition, the
applicable regulator described in paragraph (1) has not--
(A) issued a notice disapproving of the acquisition in
accordance with subsection (b); or
(B) extended that period by an additional 30 days, during
which the regulator may issue a notice described in
subparagraph (A).
(b) Basis for Disapproval.--The appropriate Federal
permitted payment stablecoin regulator shall issue a notice
of disapproval under paragraph (2) of subsection (a) with
respect to an acquisition described in that subsection if--
(1) the acquisition would result in a monopoly with respect
to, or would be in furtherance of any combination or
conspiracy to monopolize or attempt to monopolize, the
business of payment stablecoins in any part of the United
States;
(2) the effect of the acquisition in any part of the United
States may be substantially to lessen competition or to tend
to create a monopoly (or in any other manner be in restraint
of trade) and the anticompetitive effects of the acquisition
are not clearly outweighed in the public interest by the
probable effect of the acquisition in meeting the convenience
and needs of the community to be served;
(3) the financial condition of any acquiring person, or the
future prospects of the applicable issuer, could jeopardize
the financial stability of the issuer or prejudice the
interests of the customers of the issuer;
(4) the competence, experience, or integrity of any
acquiring person, or any of the proposed management
personnel, indicates that it would not be in the interest of
the customers of the applicable issuer, or in the interest of
the public, to permit the acquisition; or
(5) any acquiring person neglects, fails, or refuses to
furnish the regulator with all of the information required by
the regulator.
(c) State-level Regulatory Regimes.--Under this Act, a
State-level regulatory regime may not be deemed to be
substantially similar to the Federal regulatory framework
under this Act unless the applicable State has adopted a
substantially similar change in control review framework to
that established under this section.
(d) Available Authorities.--In enforcing this section, an
appropriate Federal permitted payment stablecoin regulator
and, as applicable, a State payment stablecoin regulator
shall have all of the enforcement authorities available to
the Corporation under section 7(j) of the Federal Deposit
Insurance Act (12 U.S.C. 1817(j)).
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