[Congressional Bills 118th Congress]
[From the U.S. Government Publishing Office]
[S. 4155 Introduced in Senate (IS)]
<DOC>
118th CONGRESS
2d Session
S. 4155
To provide for effective regulation of payment stablecoins, and for
other purposes.
_______________________________________________________________________
IN THE SENATE OF THE UNITED STATES
April 17, 2024
Ms. Lummis (for herself and Mrs. Gillibrand) introduced the following
bill; which was read twice and referred to the Committee on Banking,
Housing, and Urban Affairs
_______________________________________________________________________
A BILL
To provide for effective regulation of payment stablecoins, and for
other purposes.
Be it enacted by the Senate and House of Representatives of the
United States of America in Congress assembled,
SECTION 1. SHORT TITLE.
This Act may be cited as the ``Lummis-Gillibrand Payment Stablecoin
Act''.
SEC. 2. DEFINITIONS.
In this Act:
(1) Algorithmic payment stablecoin.--The term ``algorithmic
payment stablecoin'' means a crypto asset that--
(A) is represented by the issuer, or is otherwise
designed to create the reasonable expectation, that the
crypto asset will maintain a stable value relative to
the value of a fixed amount of United States dollars;
and
(B) relies on the use of an algorithm that adjusts
the supply of the crypto asset in response to changes
in market demand for the crypto asset to maintain the
expectation that the crypto asset will maintain a
stable value.
(2) Applicable payment stablecoin regulator.--The term
``applicable payment stablecoin regulator'' means, with respect
to a payment stablecoin issuer--
(A) in the case of a depository institution that
issues a payment stablecoin under section 7, consistent
with section 11(s)--
(i) the Comptroller or State bank
supervisor, as applicable; or
(ii) the Board; and
(B) in the case of a State non-depository trust
company that issues a payment stablecoin under section
6, the applicable State bank supervisor and the Board,
acting jointly.
(3) Bank secrecy act.--The term ``Bank Secrecy Act''
means--
(A) section 21 of the Federal Deposit Insurance Act
(12 U.S.C. 1829b);
(B) chapter 2 of title I of Public Law 91-508 (12
U.S.C. 1951 et seq.); and
(C) subchapter II of chapter 53 of title 31, United
States Code.
(4) Board.--The term ``Board'' means the Board of Governors
of the Federal Reserve System.
(5) Comptroller.--The term ``Comptroller'' means the
Comptroller of the Currency.
(6) Controlling interest.--The term ``controlling
interest'' means a circumstance when a person, directly or
indirectly, or acting through or in concert with 1 or more
persons--
(A) owns, controls, or has the power to vote 25
percent or more of any class of voting securities of a
depository institution or holding company thereof;
(B) controls in any manner the election of a
majority of the directors of a depository institution
or holding company thereof; or
(C) has the power to exercise a controlling
influence over the management or policies of the
depository institution or holding company thereof.
(7) Crypto asset.--The term ``crypto asset'' means a
natively electronic asset that confers economic, proprietary,
or access rights or powers and is recorded using
cryptographically secured distributed ledger technology, or any
similar analog.
(8) Depository institution.--The term ``depository
institution''--
(A) has the meaning given that term in section
19(b)(1) of the Federal Reserve Act (12 U.S.C.
461(b)(1)); and
(B) includes a depository institution operating
under subsection (a)(2) of section 5169 of the Revised
Statutes (12 U.S.C. 27), as amended by this Act, or a
substantially similar State law, which is exclusively
engaged in issuing payment stablecoins, providing
safekeeping, trust, or custodial services, or
activities incidental to the foregoing.
(9) Distributed ledger.--The term ``distributed ledger''
means technology that enables the operation and use of a ledger
that--
(A) is shared across a set of distributed nodes
that participate in a network and store a complete or
partial replica of the ledger, which may be public or
private;
(B) is synchronized between the nodes;
(C) has data appended to the ledger by following
the specified consensus mechanism of the ledger;
(D) may be accessible to anyone or restricted to a
subset of participants; and
(E) may require participants to have authorization
to perform certain actions or require no authorization.
(10) Institution-affiliated party.--With respect to a
payment stablecoin issuer, the term ``institution-affiliated
party'' means--
(A) any director, officer, employee, or person with
a controlling interest in, or acting as an agent for,
the payment stablecoin issuer;
(B) a consultant, joint venture partner, and any
other person that participates in the conduct of the
affairs of the payment stablecoin issuer; or
(C) any independent contractor providing services
for the payment stablecoin issuer, including any
attorney, appraiser, or accountant.
(11) Insured depository institution.--The term ``insured
depository institution'' means--
(A) an insured depository institution, as defined
in section 3 of the Federal Deposit Insurance Act (12
U.S.C. 1813); and
(B) an insured credit union, as defined in section
101 of the Federal Credit Union Act (12 U.S.C. 1752).
(12) National payment stablecoin issuer.--The term
``national payment stablecoin issuer'' means a depository
institution chartered by the Comptroller or a State bank
supervisor which is approved by the Board to conduct payment
stablecoin activities under section 7.
(13) Payment stablecoin.--The term ``payment stablecoin''
means crypto asset--
(A) that is, or is designed to be, used as a means
of payment or settlement;
(B) the issuer of which--
(i) is obligated to convert, redeem, or
repurchase for a fixed amount of United States
dollars; or
(ii) represents, or creates the reasonable
expectation, that the crypto asset will
maintain a stable value relative to the value
of a fixed amount of United States dollars; and
(C) that is not--
(i) United States coins, a Federal Reserve
note or other lawful money (as that term is
used in the Federal Reserve Act (12 U.S.C.
411)), money issued by a central bank, or money
issued by an intergovernmental organization
pursuant to an agreement by one or more
governments; or
(ii) a security issued by an investment
company registered under section 8(a) of the
Investment Company Act of 1940 (15 U.S.C. 80a-
8(a)).
(14) Payment stablecoin issuer.--The term ``payment
stablecoin issuer'' means--
(A) a non-depository trust company chartered by a
State bank supervisor that is registered, or required
to be registered, with the Board to issue payment
stablecoins; or
(B) a depository institution chartered by the
Comptroller or a State bank supervisor that is
authorized, or required to be authorized, to become a
national payment stablecoin issuer by the Board to
issue payment stablecoins, including a depository
institution subsidiary of an insured depository
institution or bank holding company.
(15) State bank supervisor.--The term ``State bank
supervisor'' has the meaning given that term in section 3 of
the Federal Deposit Insurance Act (12 U.S.C. 1813).
(16) Subcustodian.--The term ``subcustodian'' means a
person that maintains actual possession or control of the
private keys relating to a payment stablecoin and has a
contractual relationship with the custodian of record of the
payment stablecoin.
SEC. 3. GENERAL REQUIREMENTS FOR PAYMENT STABLECOIN ISSUERS.
(a) Stablecoins Generally.--
(1) Issue.--A payment stablecoin may only be issued
directly or indirectly in the United States by--
(A) a non-depository trust company that has
registered with the Board consistent with section 6 and
for which the nominal value of all outstanding payment
stablecoins does not exceed $10,000,000,000, as
adjusted under subsection (b); or
(B) by a depository institution that has been
authorized as a national payment stablecoin issuer
consistent with section 7.
(2) Prohibition on issuance.--Except as otherwise provided
under paragraph (1), it shall be unlawful for any person to
engage in the business of issuing a payment stablecoin,
directly or indirectly, in the United States, through any means
or instruments of transportation or communication in the United
States, or to a person in the United States.
(3) Offers or sales.--
(A) In general.--Except as otherwise provided in
this section, it shall be unlawful for any person to
offer or sell a payment stablecoin through the use of
any medium or by any means of access in interstate
commerce in the United States or to offer or sell a
payment stablecoin to a United States person living in
the United States.
(B) Exception.--Subparagraph (A) does not apply to
the sale of a payment stablecoin by a United States
person living in the United States.
(b) Adjustment of Threshold.--Not less frequently than once every 4
years, the Board shall issue rules adjusting the threshold under
subsection (a)(1)(A) solely to account for inflation.
(c) Algorithmic Payment Stablecoins.--It shall be unlawful for any
person to engage in the business of issuing, creating, or originating
an algorithmic payment stablecoin.
(d) Safe Harbors.--
(1) In general.--The Board shall issue regulations
providing limited safe harbors from this section that are
consistent with the purposes of this Act.
(2) Regulation requirements.--Regulations issued pursuant
to paragraph (1) shall provide that any safe harbors applicable
to a payment stablecoin issuer shall be made available on an
equal basis to any issuer chartered by either the Comptroller
or a State bank supervisor.
(3) Safe harbors.--Safe harbors under this section may
include--
(A) a pilot program allowing for limited issuance
of payment stablecoins by entities not otherwise
authorized under this section, subject to appropriate
safeguards and oversight, in order to foster
responsible innovation and competition in the payment
stablecoin market; and
(B) a safe harbor for payment a payment stablecoin
issuer that is subject to comprehensive regulation and
supervision by a foreign financial regulatory authority
in a jurisdiction with an equivalent regulatory
framework to the United States, as determined by the
Board, in consultation with the Comptroller and State
bank supervisors.
(e) Extraterritorial Effect.--This section is intended to have
extraterritorial effect.
SEC. 4. PRUDENTIAL REQUIREMENTS APPLICABLE TO ALL PAYMENT STABLECOIN
ISSUERS.
(a) Customer Protection and Segregation.--A person who provides
custodial services, including subcustodian or other safekeeping
services, for payment stablecoins shall--
(1) treat and deal with the payment stablecoins and cash of
a customer as belonging to the customer; and
(2) take appropriate steps to protect the payment
stablecoins and cash of a customer from any claims of creditors
of the person.
(b) Further Requirements Relating to Segregation.--
(1) In general.--A person described in subsection (a) may,
for convenience, commingle and deposit the payment stablecoins
and cash of a customer in an account holding the payment
stablecoins and cash of more than 1 customer, but which is
separate from the proprietary assets of the issuer.
(2) Transactions.--Such share of the payment stablecoins
and cash of a customer in an account described in paragraph (1)
that shall be necessary to transfer, adjust, or settle a
transaction or transfer of assets may be withdrawn and applied
to such purposes, including the payment of commissions, taxes,
storage fees, and other charges lawfully accruing in connection
with the provision of custodial services.
(3) Rule or order relating to commingling.--The Board, in
consultation with the Comptroller and State bank supervisors,
may prescribe, by rule or order, that customer payment
stablecoins or cash may be commingled and deposited in customer
accounts with any other assets received by a person described
in subsection (a) and required by the Board to be separately
accounted for, treated as, and dealt with as belonging to
customers.
(c) Prohibition on Rehypothecation.--Payment stablecoin reserves
required under sections 6(f) and 7(e) shall not be pledged,
rehypothecated, or reused, except for the purpose of creating liquidity
to meet reasonable expectations of requests to redeem payment
stablecoins, such that reserves in the form of Treasury bills, bonds,
or notes may be pledged as collateral for repurchase agreements with a
maturity of not more than 7 days, if--
(1) the repurchase agreements are cleared by a central
clearing counterparty that is approved by the Board; or
(2) the payment stablecoin issuer has obtained the approval
of the Board and the Comptroller or State bank supervisor, as
applicable.
(d) Disclosures of Assets.--
(1) In general.--Not later than 10 business days after the
end of each month, a payment stablecoin issuer shall disclose,
in a publicly accessible manner, a summary description that
includes--
(A) the assets backing the payment stablecoin, the
value of the assets, and the number of outstanding
payment stablecoins, as of the last day of the month;
and
(B) a report of all instances in which the payment
stablecoin issuer failed to comply with any requirement
under section 6(f) or 7(e).
(2) Filing with the board.--At the time of disclosure of
the summary description under paragraph (1), the chief
financial officer of a payment stablecoin issuer shall also
file the summary description with the Board under penalty of
perjury.
(3) Publication by the board.--Not later than 10 business
days after receiving a filing under paragraph (2), the Board
shall make the filing available on a website of the Board.
(4) Verification of disclosures.--The Comptroller or State
bank supervisor shall, as part of the regular examination of
the payment stablecoin issuer, verify the composition of the
assets and the accuracy of the summary description under
paragraph (1).
(e) Disclosures to Customers.--A payment stablecoin issuer shall
clearly disclose to customers that a payment stablecoin is not
guaranteed by the United States Government and is not subject to
deposit or share insurance by the Federal Deposit Insurance Corporation
or the National Credit Union Administration.
(f) Misrepresentation of Disclosures.--A payment stablecoin issuer
that misrepresents a disclosure under subsection (d) or (e) shall be
subject to the penalty under section 18(a)(4) of the Federal Deposit
Insurance Act (12 U.S.C. 1828(a)(4)) or section 709 of title 18, United
States Code, as applicable.
(g) Redemptions.--Not later than 1 business day after the receipt
of a redemption request of a customer, a payment stablecoin issuer
shall redeem an outstanding payment stablecoin of that payment
stablecoin issuer at par in legal tender, as defined in section 5103 of
title 31, United States Code.
(h) Limitation on Activities.--As determined by the Comptroller or
State bank supervisor, in consultation with the Board, a payment
stablecoin issuer may conduct only the following activities:
(1) Management of required payment stablecoin reserves
under sections 6(f) and 7(e).
(2) Custodial services.
(3) Settlement and clearing.
(4) Post-trade services.
(5) Incidental activities relating to the issuance and
redemption of payment stablecoins and management of required
reserves.
(i) Contracted Services.--
(1) In general.--Except as otherwise provided under
paragraph (2), whenever a payment stablecoin issuer, or an
affiliate thereof, relies on or causes to be performed for
itself, by contract, any services or activities authorized
under this Act or that are necessary to the functioning of the
payment stablecoin, whether on or off its premises--
(A) the person that performs such services or
activities shall be subject to regulation and
supervision by the Comptroller or State bank supervisor
that supervises the payment stablecoin issuer, as
applicable, and the Board, solely with respect to the
limited scope of the performance of such services and
activities;
(B) the person that performs such services or
activities shall be subject to minimum financial
resource requirements established by the Board, in
consultation with the Comptroller and State bank
supervisors, and shall be deemed a financial
institution for purposes of title V of the Gramm-Leach-
Bliley Act (15 U.S.C. 6801 et seq.);
(C) not later than the sooner of 30 days after
making a contract for the performance of such services
or activities or the date of the performance of such
services or activities, the payment stablecoin issuer
shall notify the Comptroller or State bank supervisor,
as applicable, and the Board of the existence of the
relationship;
(D) for the purpose of ensuring compliance with the
requirements under this subsection, the Board, after
making best efforts to obtain necessary information
from public sources and existing regulators, including
the primary Federal or State regulator of the person
performing such services or activities, if applicable,
may conduct examinations of and require reports from
such person solely with respect to the limited scope of
the performance of services and activities subject to
this subsection; and
(E) the Board shall enforce the requirements of
this subsection as if the person providing such
services or activities was a payment stablecoin issuer.
(2) Limitations.--Paragraph (1) shall not apply to--
(A) a person performing the services or activities
described in that paragraph that is subject to
supervision or regulation by a primary financial
regulatory agency described in subparagraph (A), (B),
or (C) of section 2(12) of the Dodd-Frank Wall Street
Reform and Consumer Protection Act (12 U.S.C.
5301(12)), or a State bank supervisor; and
(B) a person that primarily engages in the business
of providing hardware or software to facilitate the
custody or safekeeping by a customer of the payment
stablecoins of that customer.
(j) Treatment Under the Bank Secrecy Act.--
(1) In general.--A payment stablecoin issuer or a person
providing contracted services under subsection (i) shall be
treated as a financial institution for purposes of the Bank
Secrecy Act.
(2) Exception.--This subsection shall not apply to any
person that primarily engages in the business of providing
hardware or software to facilitate the custody or safekeeping
by a customer of the payment stablecoins of that customer.
(k) Collateral Availability.--
(1) In general.--The Board, in consultation with the
Comptroller, State bank supervisors, the Securities and
Exchange Commission, and the Commodity Futures Trading
Commission, shall monitor the use of assets authorized as
payment stablecoin reserves under sections 6(f) and 7(e),
including United States Treasury bills, bonds, and notes, and
the impact of the use of such assets on collateral availability
and the efficient functioning of the capital markets.
(2) Rule of construction.--Nothing in this subsection shall
be construed as giving the Board supervisory or regulatory
authority not otherwise granted under this Act.
SEC. 5. HOLDING COMPANY SUPERVISION, AFFILIATES, MERGERS, AND
ACQUISITIONS OF PAYMENT STABLECOIN ISSUERS.
(a) Holding Companies and Insured Depository Institutions.--
(1) In general.--A bank holding company or insured
depository institution that has chartered a depository
institution as a payment stablecoin issuer under section 7
shall be considered a bank for purposes of the Bank Holding
Company Act of 1956 (12 U.S.C. 1841 et seq.).
(2) Exception.--Paragraph (1) shall not apply to an insured
depository institution that is a savings association for the
purposes of section 10(a) of the Home Owners' Loan Act (12
U.S.C. 1467a(a)).
(b) Holding Company Supervision for Other Depository
Institutions.--
(1) Requirements.--A person with a controlling interest in
a depository institution that is a payment stablecoin issuer
which is not subject to subsection (a) shall--
(A) annually submit to the Comptroller or State
bank supervisor, as applicable, and the Board--
(i) audited financial statements;
(ii) a description of all affiliated or
parent entities and the relationship of the
affiliated or parent entity with the payment
stablecoin issuer; and
(iii) any other information the Board and
the Comptroller or State bank supervisor, as
applicable, may by rule reasonably require; and
(B) if required by the Comptroller or State bank
supervisor, as applicable, and the Board, execute a tax
allocation agreement with the depository institution
that--
(i) expressly states that an agency
relationship exists between the person and the
depository institution with respect to tax
assets generated by the depository institution,
and that the tax assets are held in trust by
the person for the benefit of the depository
institution and will be promptly remitted to
the depository institution; and
(ii) may provide that the amount and timing
of any payments or refunds to the depository
institution by the person should be no less
favorable than if the depository institution
were a separate taxpayer.
(2) Examination and divestiture.--
(A) In general.--If the Comptroller or State bank
supervisor, as applicable, and the Board determine it
would be manifestly in the public interest and that
reasonable cause exists to believe it is necessary to
protect the customers of a depository institution that
is a payment stablecoin issuer, the Comptroller or
State bank supervisor, as applicable, and the Board
may--
(i) conduct an examination of a person with
controlling interest in the depository
institution or otherwise reasonably require
information from the person; and
(ii) require a person with a controlling
interest in the depository institution to
divest itself of or sever its relationship with
the depository institution if necessary to
maintain the safety and soundness of the
depository institution, after consultation with
the Secretary of the Treasury and an
opportunity for a public hearing.
(B) Opportunity to remediate.--Divestiture shall
not be ordered under this section unless the
Comptroller or State bank supervisor, and the Board
provide the depository institution with a meaningful
opportunity to remediate findings relating to the
safety and soundness of the depository institution.
(c) Requirement Relating to Controlling Interests.--A person shall
be predominantly engaged in financial activities, as defined in section
102(a)(6) of the Financial Stability Act of 2010 (12 U.S.C.
5311(a)(6)), in order to have a controlling interest in a payment
stablecoin issuer.
(d) Affiliates.--
(1) In general.--All subsidiaries and affiliates of a
payment stablecoin issuer that are not subject to subsection
(a) shall be engaged in activities that are financial in nature
(as described in section 4(k) of the Bank Holding Company Act
of 1956 (12 U.S.C. 1843(k))).
(2) Exception.--Paragraph (1) shall not apply to a
subsidiary or affiliate that accounts for less than 25 percent
of the revenue of the holding company of the subsidiary or
affiliate.
(3) Transactions with affiliates.--A payment stablecoin
issuer is subject to the same restrictions on transactions with
affiliates, to the same extent and subject to the same
exceptions and exemptions as a member bank under sections 23A
and 23B of the Federal Reserve Act (12 U.S.C. 371c, 371c-1).
(e) Approval of Mergers and Acquisitions.--
(1) In general.--No person may obtain a controlling
interest in a payment stablecoin issuer that is not subject to
section (a) without the approval of the Board and the
Comptroller or State bank supervisor, as applicable.
(2) Rules.--The Board, in consultation with the Comptroller
and State bank supervisors, shall adopt rules to implement
paragraph (1) that, consistent with this section, shall be as
close as practicable to the process used by an appropriate
Federal banking agency (as defined in section 3(q) of the
Federal Deposit Insurance Act (12 U.S.C. 1813(q))) in
evaluating and approving a change of control of an insured
depository institution under section 7(j) of such Act (12
U.S.C. 1817(j)).
(3) Scope of rules.--Criteria for approval under the rules
adopted pursuant to paragraph (2) shall be exclusively limited
to the safety and soundness of the depository institution that
issues a payment stablecoin.
SEC. 6. ISSUANCE OF PAYMENT STABLECOINS BY NON-DEPOSITORY TRUST
COMPANIES.
(a) In General.--
(1) In general.--A non-depository trust company may issue
and redeem payment stablecoins and conduct other activities in
accordance with this section and section 4(g) if the value of
all outstanding payment stablecoins in total does not exceed
$10,000,000,000, as adjusted under section 3(b).
(2) Issuance threshold exceeded.--If a non-depository trust
company exceeds the threshold described in paragraph (1), the
non-depository trust company shall, not later than 180 days
after exceeding the threshold--
(A) consistent with subsection (k), file a
completed application with the Comptroller or State
bank supervisor, as applicable, to convert to a
depository institution charter under section 7 and be
approved as provided in that section; or
(B) in consultation with the State bank supervisor,
implement a plan to appropriately limit activities
below the threshold, consistent with the safety and
soundness of the non-depository trust company and
customer protection.
(b) Authorization To Issue Payment Stablecoin.--
(1) Application.--
(A) In general.--A non-depository trust company
shall submit to a State bank supervisor, separately or
as part of a charter application, an application for
authorization to issue payment stablecoins.
(B) Standards for evaluation.--The State bank
supervisor may consult with the Board with respect to
the following exclusive set of standards prior to
approving an application under subparagraph (A):
(i) The ability of the applicant to
maintain required reserves backing the payment
stablecoins.
(ii) The financial resources, managerial or
technical expertise, and governance of the
applicant.
(iii) The benefit to the public, including
relating to innovation and competition.
(iv) The stability of the financial system
of the United States.
(2) Registration.--
(A) Deadline.--
(i) In general.--Not later than 180 days
after the approval of an application under
paragraph (1), a non-depository trust company
shall register with the Board by submitting to
the Board a complete registration statement.
(ii) Extension.--The Board may extend the
deadline under clause (i) by an additional 180
days, if the Board determines appropriate.
(B) Contents of a complete registration
statement.--
(i) Rules required.--Consistent with
section 15 of this Act, the Board, in
consultation with State bank supervisors, shall
issue rules describing the content, documents,
and materials required to be submitted to the
Board that constitute a complete registration
statement, which shall include materials
required to be filed in an application to
comply with the standards under paragraph
(1)(B).
(ii) Completeness.--If the State bank
supervisor determines that an applicant has
submitted all of the materials required under
this subparagraph, the registration shall be
deemed complete.
(3) Authorization to issue payment stablecoins.--
(A) Effective date.--
(i) In general.--An approval of an
application under paragraph (1) shall be deemed
effective on the date that is 90 days after the
date the applicant submits a complete
registration statement to the Board under
paragraph (2), unless the Board, by a vote of
\2/3\ of all members, votes to deny the
application by written order explaining the
reasons for denial.
(ii) Extension.--Upon the request of an
applicant, the Board may extend the effective
date under clause (i).
(B) Issue prohibited before effective date.--A non-
depository trust company may not issue payment
stablecoins before the effective date under
subparagraph (A).
(4) Request for additional information.--Nothing in this
subsection shall be construed as prohibiting the Board from
requesting further information from an applicant, but any
request by the Board for further information from an applicant
shall not affect the status of the registration statement as
complete, as provided under paragraph (2)(B)(ii).
(5) Public availability of filings.--The Board shall make
each registration statement filed with the Board under this
section available to the public on the website of the Board.
(6) Consultation.--The Board shall consult with the
applicable State bank supervisor relating to a non-depository
trust company registration under this section, which may
include sharing materials submitted as part of the application
to issue a payment stablecoin.
(c) Supervision, Regulation, and Enforcement.--
(1) Supervision authority.--Upon the filing of a complete
registration statement with the Board, a non-depository trust
company shall be subject to supervision by the State bank
supervisor, and the Board and State bank supervisor shall have
enforcement authority as provided in section 11.
(2) Regular examinations.--The applicable State bank
supervisor shall make regular examinations of a non-depository
trust company authorized to issue a payment stablecoin under
this section on a regular basis in order to inform such State
bank supervisor of--
(A) the nature of the operations and financial
condition of the non-depository trust company and any
affiliates;
(B) the financial, operational, and other risks
within the non-depository trust company that may pose a
threat to--
(i) the safety and soundness of the non-
depository trust company; or
(ii) the stability of the financial system
of the United States; and
(C) the systems of the non-depository trust company
for monitoring and controlling the risks described in
subparagraph (B).
(d) Submission of Reports.--At the frequency established by rule of
the Board, in consultation with State bank supervisors, each non-
depository trust company subject to this section shall submit a report
of condition under oath to the applicable State bank supervisor
relating to--
(1) the financial condition and status of systems for
monitoring and controlling financial and operating risks of the
non-depository trust company; and
(2) compliance by the non-depository trust company, and any
subsidiary thereof, with this Act and other applicable laws.
(e) Existing Reports and Examinations.--
(1) In general.--In supervising a non-depository trust
company under this section, a State bank supervisor shall, to
the fullest extent possible, use existing reports and other
supervisory information and avoid duplication of examination
activities, reporting requirements, and requests for
information.
(2) Reports to the board.--Each State bank supervisor shall
promptly provide to the Board all reports under subsection (d)
and reports of examinations under this section.
(f) Reserve Requirements.--
(1) In general.--A non-depository trust company that issues
a payment stablecoin under this section shall maintain reserves
of not less than 100 percent of the nominal value of all
outstanding payment stablecoins issued by the non-depository
trust company, as of the end of each business day. A non-
depository trust company may maintain reserves comprised of--
(A) United States coins, currency, or other
instrument that is legal tender described in section
5103 of title 31, United States Code;
(B) demand deposits at a depository institution,
except that deposits in an insured depository
institution shall not exceed the limit of deposit or
share insurance available for that account;
(C) United States Treasury bills, bonds, or notes
with a maturity date of 90 days or less from the date
of purchase; and
(D) repurchase agreements, with a maturity date of
7 days or less, that are backed by United States
Treasury bills with a maturity date of 1 year or less
from the date of the repurchase agreement.
(g) Custody.--A non-depository trust company shall be the legal
custodian of required payment stablecoin reserves under subsection (f),
but the non-depository trust company shall use a depository institution
as subcustodian to provide for the safekeeping of reserves.
(h) Relation to Gramm-Leach-Bliley Act.--A non-depository trust
company that issues a payment stablecoin under this section shall be
deemed to be a financial institution for the purposes of title V of the
Gramm-Leach-Bliley Act (15 U.S.C. 6801 et seq.).
(i) Rules.--
(1) In general.--The Board, in consultation with the State
bank supervisors and the Financial Crimes Enforcement Network,
shall adopt rules to implement this section, including--
(A) a simplified capital treatment for non-
depository trust companies under this section, which
shall be exceed the greater of the projected
receivership costs of the non-depository trust company
or the projected costs of operation of the non-
depository trust company over a 3-year period;
(B) appropriate liquidity, interest rate, and risk
management standards commensurate with the size of a
non-depository trust company;
(C) management practices with respect to required
payment stablecoin assets;
(D) appropriate operational, compliance, and
information technology risk management, including Bank
Secrecy Act and sanctions compliance; and
(E) other rules required by this section.
(2) Significant differences.--In determining capital
requirements applicable to a non-depository trust company that
has no material assets other than required payment stablecoin
assets under this section--
(A) the non-depository trust company shall not be
subject to requirements similar to section 171 of the
Financial Stability Act of 2010 (12 U.S.C. 5371); and
(B) State bank supervisors and the Board shall take
into account the limited risks of the assets of the
non-depository trust company.
(j) Rules of Construction.--Nothing in this section may be
construed as--
(1) preventing a State bank supervisor from imposing
additional or more strict regulatory standards on a non-
depository trust company for issuing payment stablecoins; or
(2) affecting existing State laws governing interstate
trust company business or permitting non-depository trust
companies to conduct payment stablecoin activities on an
interstate basis which are inconsistent with State laws
governing interstate trust company business.
(k) Planning for Conversion.--Not later than 180 days after the
date that the nominal value of all outstanding payment stablecoins
issued by a non-depository trust company first exceeds $9,000,000,000,
as adjusted under section 3(b), at the end of a business day, the non-
depository trust company shall, in consultation with the applicable
State bank supervisor, develop a plan for the conversion of the non-
depository trust company into a depository institution under section 7,
which may include capital planning, management planning, and third-
party vendor management.
(l) Existing Non-Depository Trust Companies.--A non-depository
trust company shall only conduct payment stablecoin activities
specified under this Act within the trust company.
SEC. 7. ISSUANCE OF PAYMENT STABLECOINS BY DEPOSITORY INSTITUTIONS.
(a) In General.--
(1) In general.--A depository institution may issue and
redeem payment stablecoins and conduct other activities in
accordance with this section and section 4(g).
(2) Charter of depository institutions.--
(A) In general.--An insured depository institution
or bank holding company shall charter a separate
depository institution to issue a payment stablecoin.
(B) Threshold.--A payment stablecoin issuer with
the nominal value of all outstanding units of the
stablecoin which exceeds $10,000,000,000 (as adjusted
under section 3(b)) shall be a depository institution
under this section, but nothing shall be construed as
prohibiting a payment stablecoin issuer with less than
$10,000,000,000 of nominal value of outstanding payment
stablecoins from obtaining a depository institution
charter under this section.
(b) Authorization To Issue Payment Stablecoin.--
(1) Application.--
(A) Application to chartering authority.--A
depository institution shall submit, separately or as
part of a charter application, to the Comptroller or a
State bank supervisor, as applicable, an application
for authorization to issue payment stablecoins.
(B) Application to board as national payment
stablecoin issuer.--At the same time as the filing of
an application under paragraph (1), a depository
institution shall submit to the Board an application
for authorization as a national payment stablecoin
issuer.
(2) Standards for approval.--The following exclusive set of
standards shall govern the decision of the Comptroller or State
bank supervisor, as applicable, with respect to an application
under paragraph (1):
(A) The ability of the applicant to maintain
required reserves backing the payment stablecoins
required under this section.
(B) The financial resources, managerial or
technical expertise, and governance of the applicant,
including risk management and compliance.
(C) The benefit to the public, including relating
to innovation and competition.
(D) The stability of the financial system of the
United States.
(3) Application contents.--
(A) Rules required.--Not later than 180 days after
the date of enactment of this Act, the Board, in
consultation with the Comptroller and State bank
supervisors, shall issue rules describing the content,
documents, and materials required to be submitted to
the Board that constitute a complete application, which
shall include--
(i) a tailored recovery and resolution
plan, consistent with the standards adopted
under subsection (h)(1)(E), that would permit
the orderly resumption of a safe and sound
operation or the orderly wind-down of
operations in the event of distress, including
the redemption of all outstanding payment
stablecoins;
(ii) a draft customer agreement;
(iii) a flow of funds explanation;
(iv) an information technology operations
and security plan; and
(v) all materials required to comply with
the standards under paragraph (2).
(B) Completeness.--If the Comptroller or State bank
supervisor, as applicable, determines that an applicant
has submitted all of the materials required under this
paragraph, the application shall be deemed complete.
(4) Public notice.--
(A) In general.--The Board shall provide a copy of
each application under this section to the public (with
any confidential information redacted) and provide for
a 60-day public comment period during which the public
may submit written comments on the application.
(B) Exception.--The Board may waive the public
comment requirement under subparagraph (A) if the Board
determines that it must act immediately to prevent the
failure of a depository institution or the probable
failure of an affiliate of the institution.
(5) Written decision.--
(A) In general.--Not later than 180 days after
receiving a complete application pursuant to paragraph
(3), the Board shall render a written decision to
approve or deny the national payment stablecoin issuer
application under paragraph (1), with appropriate
findings, and the Comptroller or State bank supervisor
shall render a decision on the charter application as
otherwise provided by Federal or State law.
(B) Approval by majority vote.--The Board shall not
approve an application under paragraph (1) unless a
majority of its members vote to approve.
(C) Extension.--Upon the request of an applicant,
the Board may extend the decision deadline of the Board
under subparagraph (A).
(6) Requests for additional information.--Nothing in this
subsection shall be construed as prohibiting the Board from
requesting further information from an applicant, but any
request by the Board for further information from an applicant
shall not affect the status of the application as complete, as
provided under paragraph (3)(B).
(c) Supervision.--Upon authorization as a national payment
stablecoin issuer under this section, a depository institution shall be
subject to prudential supervision and regulation by the Comptroller or
State bank supervisor, as applicable, and the Board, as specified under
this Act.
(d) Required Payment Stablecoin Assets.--
(1) In general.--A depository institution that issues a
payment stablecoin under this section shall maintain reserves
of not less than 100 percent of the nominal value of all
outstanding payment stablecoins, as of the end of each business
day.
(2) Composition of reserves.--A depository institution may
maintain reserves comprised of--
(A) United States coins, currency, or other
instrument that is legal tender described in section
5103 of title 31, United States Code;
(B) demand deposits at a depository institution,
except that deposits in an insured depository
institution shall not exceed the limit of deposit or
share insurance available for that account;
(C) balances held at a Federal Reserve bank;
(D) United States Treasury bills, notes, or bonds
with a maturity date of 90 days or less after the date
of purchase; and
(E) repurchase agreements with a maturity date of 7
days or less, that are backed by United States Treasury
bills with a maturity date of 1 year or less from the
date of the repurchase agreement.
(e) Call Report.--As applicable, the Comptroller or State bank
supervisor and the Board shall require a depository institution that
issues a payment stablecoin to report, in detail, on the composition of
the assets and liabilities in each periodic report of condition, or in
an alternative format approved by the Federal Financial Institutions
Examination Council, at the frequency otherwise required by law for
depository institutions.
(f) Examinations.--
(1) Use of existing reports.--In supervising a depository
institution under this section, the Comptroller or State bank
supervisor, as applicable, and the Board shall, to the fullest
extent possible, use existing reports and other supervisory
information and avoid duplication of examination activities,
reporting requirements, and requests for information.
(2) Regular examinations.--The Comptroller or State bank
supervisor, as applicable, and the Board shall make regular
examinations of a depository institution under this section on
a regular basis in order to inform the Comptroller or State
bank supervisor, as applicable, and the Board of--
(A) the nature of the operations and financial
condition of the depository institution and any
affiliates;
(B) the financial, operational, and other risks
within the depository institution that may pose a
threat to--
(i) the safety and soundness of the
depository institution; or
(ii) the stability of the financial system
of the United States; and
(C) the systems of the depository institution for
monitoring and controlling the risks described in
subparagraph (B).
(g) Relation to Gramm-Leach-Bliley Act.--A depository institution
that issues a payment stablecoin under this section shall be deemed to
be a financial institution for the purposes of title V of the Gramm-
Leach-Bliley Act (15 U.S.C. 6801 et seq.).
(h) Rules.--
(1) In general.--The Board, in consultation with the
Comptroller, State bank supervisors, and the Financial Crimes
Enforcement Network, shall adopt rules to implement this
section, including--
(A) capital treatment for depository institutions
under this section, which shall be not greater than the
total sum of--
(i) the greater of--
(I) projected receivership costs;
or
(II) projected costs of operation
over a 3-year period; and
(ii) the sum of--
(I) operational risk, as provided
under paragraph (2)(C); and
(II) collateral reasonably needed
to address payment system risk;
(B) managing liquidity, leverage, and market and
interest rate risk;
(C) management practices with respect to required
payment stablecoin assets;
(D) appropriate operational, compliance, and
information technology risk management, including Bank
Secrecy Act and sanctions compliance;
(E) tailored recovery and resolution standards
relating to payment stablecoins; and
(F) third-party risk management, including
appropriate governance of relationships with crypto
asset exchanges.
(2) Significant differences.--In determining capital
requirements applicable to a depository institution that has no
material assets other than required payment stablecoin assets
under this section--
(A) the depository institution shall not be subject
to section 171 of the Financial Stability Act of 2010
(12 U.S.C. 5371);
(B) the Board, in consultation with the Comptroller
and State bank supervisors, shall take into account the
significant differences between the risks of the assets
of the institution and those of depository institutions
with assets that consist primarily of commercial or
consumer loans; and
(C) assessment of operational risk shall occur
commensurate with the size and complexity of the
depository institution.
(i) Rules of Construction.--Nothing in this Act may be construed
as--
(1) preventing the Comptroller or a State bank supervisor
which charters a depository institution from imposing
additional or more strict regulatory standards on the
institution for issuing payment stablecoins;
(2) making inapplicable the provisions of section 24(j) of
the Federal Deposit Insurance Act (12 U.S.C. 1831a(j)) to a
depository institution, including the ability of a depository
institution to operate under home State law on an interstate
basis without further licensure, registration, or
authorization, as provided in that Act; or
(3) requiring a depository institution to obtain deposit
insurance to issue a payment stablecoin under this section or
to conduct incidental activities under this section.
(j) Conversion of a Non-Depository Trust Company Payment Stablecoin
Issuer.--Not later than 2 years after the date of enactment of this
Act, the Board, in consultation with the Comptroller and State bank
supervisors, shall issue rules--
(1) establishing a process for a non-depository trust
company registered under section 6 to convert to a depository
institution under this section;
(2) setting forth an expedited process for approval that is
consistent with this section; and
(3) providing for the implementation of the plan required
to be developed under subsection (l) of section 6 of this Act.
(k) Existing Holding Companies and Depository Institutions.--A bank
holding company or insured depository institution shall only conduct
payment stablecoin activities authorized by this Act within a
depository institution subsidiary of the insured depository institution
or a bank holding company.
SEC. 8. CERTIFICATE OF AUTHORITY TO COMMENCE BANKING FOR CERTAIN
NATIONAL ASSOCIATIONS.
Section 5169 of the Revised Statutes (12 U.S.C. 27) is amended--
(1) in subsection (a), in the third sentence, by striking
``to those of a non-depository trust company and activities
related thereto.'' and inserting ``to--
``(1) those of a non-depository trust company and fiduciary
activities related thereto; or
``(2) those of a depository institution for the purposes of
issuing a payment stablecoin and activities related thereto as
a national payment stablecoin issuer under section 7 of the
Lummis-Gillibrand Payment Stablecoin Act.''; and
(2) by adding at the end the following:
``(c) The Comptroller may, by rule, establish assessments
depository institutions engaged in issuing payment stablecoins.''.
SEC. 9. APPOINTMENT OF FDIC AS CONSERVATOR OR RECEIVER OF PAYMENT
STABLECOIN ISSUERS.
(a) Definition.--As used in this section, the term ``customer''
means a person, or authorized representative of the person, that--
(1) utilized or is utilizing any service of a payment
stablecoin issuer with respect to an account in the name of the
person maintained by the payment stablecoin issuer; or
(2) is in possession or control of a payment stablecoin
issued by a payment stablecoin issuer for which the payment
stablecoin issuer for which an open account with the issuer is
needed to redeem the payment stablecoin.
(b) Funding.--
(1) In general.--A payment stablecoin issuer shall not be
charged deposit insurance premiums for the purposes of this
section, but the Federal Deposit Insurance Corporation (in this
section referred to as the ``Corporation'') may use the capital
of the payment stablecoin issuer and any returns on required
payment stablecoin reserves to fund the costs of a receivership
or conservatorship.
(2) Limitation.--The Corporation shall not exercise
borrowing authority under section 14 of the Federal Deposit
Insurance Act (12 U.S.C. 1824) related to a receivership or
conservatorship under this section.
(c) Liquidation as Closing of Payment Stablecoin Issuer.--For the
purposes of this section, a payment stablecoin issuer shall be deemed
to have been closed on account or inability to meet the demands of its
customers in any case in which it has been closed for the purpose of
liquidation without adequate provision being made for payment of its
customers.
(d) Appointment of Corporation as Conservator or Receiver.--
(1) In general.--Notwithstanding any other provision of
Federal law, the law of any State, or the constitution of any
State, the Corporation may accept appointment and act as
conservator or receiver for a payment stablecoin issuer upon
appointment in the manner provided in paragraph (2) or (3).
(2) OCC depository institutions.--
(A) Appointment.--
(i) Conservator.--The Corporation may, at
the discretion of the Comptroller, be appointed
conservator of a payment stablecoin issuer
which is a depository institution chartered by
the Comptroller and the Corporation may accept
such appointment.
(ii) Receiver.--The Corporation shall be
appointed receiver, and shall accept such
appointment, whenever a receiver is appointed
for the purpose of liquidation or winding up
the affairs of a payment stablecoin issuer
which is a depository institution chartered by
the Comptroller, notwithstanding any other
provision of Federal law.
(B) Additional powers.--In addition to and not in
derogation of the powers conferred and the duties
imposed by this section on the Corporation as
conservator or receiver, the Corporation, to the extent
not inconsistent with such powers and duties, shall
have any other power conferred on or any duty (which is
related to the exercise of such power) imposed on a
conservator or receiver for any Federal depository
institution under any other provision of law.
(C) Corporation not subject to any other agency.--
When acting as conservator or receiver pursuant to an
appointment described in subparagraph (A), the
Corporation shall not be subject to the direction or
supervision of any other agency or department of the
United States or any State in the exercise of the
Corporation's rights, powers, and privileges.
(D) Depository institution in conservatorship
subject to banking agency supervision.--Notwithstanding
subparagraph (C), a payment stablecoin issuer which is
a depository institution chartered by the Comptroller
for which the Corporation has been appointed
conservator shall remain subject to the supervision of
the Comptroller.
(3) State-chartered payment stablecoin issuers.--
(A) Appointment by state bank supervisor.--Whenever
a State bank supervisor appoints a conservator or
receiver for such institution and tenders appointment
to the Corporation, the Corporation may accept such
appointment.
(B) Additional powers.--In addition to the powers
conferred and the duties related to the exercise of
such powers imposed by State law on any conservator or
receiver appointed under the law of such State, the
Corporation, as conservator or receiver pursuant to an
appointment described in subparagraph (A), shall have
the powers conferred and the duties imposed by this
section on the Corporation as conservator or receiver.
(C) Corporation not subject to any other agency.--
When acting as conservator or receiver pursuant to an
appointment described in subparagraph (A), the
Corporation shall not be subject to the direction or
supervision of any other agency or department of the
United States or any State in the agency or department
of the United States or any State in the exercise of
its rights, powers, and privileges.
(D) Issuer in conservatorship subject to banking
agency supervision.--Notwithstanding subparagraph (C),
a State-chartered payment stablecoin issuer for which
the Corporation has been appointed conservator shall
remain subject to the supervision of the State bank
supervisor.
(4) Grounds for appointing conservator or receiver.--The
grounds for appointing a conservator or receiver (which may be
the Corporation) for a payment stablecoin issuer are as
follows:
(A) Assets insufficient for obligations.--The
issuer's assets are less than the issuer's obligations
to its creditors and others.
(B) Substantial dissipation.--Substantial
dissipation of assets or earnings due to--
(i) any violation of any statute or
regulation; or
(ii) any unsafe or unsound practice.
(C) Unsafe or unsound condition.--An unsafe or
unsound condition to transact business.
(D) Cease and desist orders.--Any willful violation
of a cease and desist order which has become final.
(E) Concealment.--Any concealment of the
institution's books, papers, records, or assets, or any
refusal to submit the institution's books, papers,
records, or affairs for inspection to any examiner or
to any lawful agent of the Comptroller, State bank
supervisor, or the Board.
(F) Inability to meet obligations.--The issuer is
likely to be unable to pay its obligations or meet its
customers' demands in the normal course of business.
(G) Losses.--The issuer has incurred or is likely
to incur losses that will deplete all or substantially
all of its capital, and there is no reasonable prospect
for the institution to come into compliance with
capital requirements specified under this Act,
consistent with Board regulation.
(H) Violations of law.--Any violation of any law or
regulation, or any unsafe or unsound practice or
condition that is likely to--
(i) cause insolvency or substantial
dissipation of assets or earnings;
(ii) weaken the issuer's condition; or
(iii) otherwise seriously prejudice the
interests of the institution's customers.
(I) Consent.--The issuer, by resolution of its
board of directors or its shareholders or members,
consents to the appointment.
(J) Undercapitalization of institution.--The
institution is undercapitalized as specified by Board
rule, and--
(i) has no reasonable prospect of becoming
adequately capitalized (as defined by Board
rule);
(ii) fails to become adequately capitalized
when required to do so;
(iii) fails to submit a capital restoration
plan; or
(iv) materially fails to implement a
capital restoration plan.
(K) Undercapitalization of issuer.--The issuer--
(i) is critically undercapitalized, as
defined by Board rule; or
(ii) otherwise has substantially
insufficient capital.
(L) Money laundering offense.--The Attorney General
notifies the Board, Comptroller, or State bank
supervisor, as applicable, or the Corporation in
writing that the payment stablecoin issuer has been
found guilty of a criminal offense under section 1956
or 1957 of title 18, United States Code, or section
5322 or 5324 of title 31, United States Code.
(5) Directors not liable for acquiescing in appointment of
conservator or receiver.--The members of the board of directors
of a payment stablecoin issuer shall not be liable to the
issuer's shareholders or creditors for acquiescing in or
consenting in good faith to--
(A) the appointment of the Corporation as
conservator or receiver for that issuer; or
(B) an acquisition or combination in which the
Corporation requires the issuer to be acquired or
combined with another payment stablecoin issuer.
(e) Powers and Duties of Corporation as Conservator or Receiver.--
(1) Rulemaking authority of corporation.--The Corporation
may prescribe such regulations as the Corporation determines to
be appropriate regarding the conduct of conservatorships or
receiverships of payment stablecoin issuers, in consultation
with the Comptroller, State bank supervisors, and the Board.
(2) General powers.--
(A) Successor to institution.--The Corporation
shall, as conservator or receiver, and by operation of
law, succeed to--
(i) all rights, titles, powers, and
privileges of the payment stablecoin issuer,
and of any stockholder, member, accountholder,
depositor, officer, or director of such issuer
with respect to the issuer and the assets of
the issuer; and
(ii) title to the books, records, and
assets of any previous conservator or other
legal custodian of such institution.
(B) Operate the institution.--The Corporation may,
as conservator or receiver--
(i) take over the assets of and operate the
payment stablecoin issuer with all the powers
of the members or shareholders, the directors,
and the officers of the issuer and conduct all
business of the issuer;
(ii) collect all obligations and money due
to the institution;
(iii) perform all functions of the issuer
in the name of the issuer which are consistent
with the appointment as conservator or
receiver; and
(iv) preserve and conserve the assets and
property of the issuer.
(C) Functions of issuer's officers, directors, and
shareholders.--The Corporation may, by regulation or
order, provide for the exercise of any function by any
member or stockholder, director, or officer of any
payment stablecoin issuer for which the Corporation has
been appointed conservator or receiver.
(D) Powers as conservator.--The Corporation may, as
conservator, take such action as may be--
(i) necessary to put the payment stablecoin
issuer in a sound and solvent condition; and
(ii) appropriate to carry on the business
of the issuer and preserve and conserve the
assets and property of the issuer.
(E) Additional powers as receiver.--The Corporation
may, as receiver, place the payment stablecoin issuer
in liquidation and proceed to realize upon the assets
of the issuer, having due regard to the conditions of
credit in the locality.
(F) Organization of new institutions.--The
Corporation may, as receiver, with respect to any
payment stablecoin issuer, organize a bridge payment
stablecoin issuer under subsection (m).
(G) Merger; transfer of assets and liabilities.--
(i) In general.--The Corporation may, as
conservator or receiver--
(I) merge the payment stablecoin
issuer with another payment stablecoin
issuer; or
(II) subject to clause (ii),
transfer any asset or liability of the
issuer in default without any approval,
assignment, or consent with respect to
such transfer.
(ii) Approval by appropriate regulator.--No
transfer described in clause (i)(II) may be
made to a payment stablecoin issuer or without
the approval of the appropriate payment
stablecoin regulator for such issuer.
(H) Payment of valid obligations.--The Corporation,
as conservator or receiver, shall pay all valid
obligations of the payment stablecoin issuer, as
determined by the Corporation.
(I) Subpoena authority.--
(i) In general.--The Corporation may, as
conservator, receiver, or exclusive manager and
for purposes of carrying out any power,
authority, or duty with respect to a payment
stablecoin issuer (including determining any
claim against the issuer and determining and
realizing upon any asset of any person in the
course of collecting money due the issuer),
exercise any power established under section
8(n) of the Federal Deposit Insurance Act (12
U.S.C. 1818(n)) and the provisions of such
section shall apply with respect to the
exercise of any such power under this
subparagraph in the same manner as such
provisions apply under such section.
(ii) Authority of board of directors.--A
subpoena or subpoena duces tecum may be issued
under clause (i) only by, or with the written
approval of, the Board of Directors of the
Corporation or their designees.
(iii) Rule of construction.--This
subsection shall not be construed as limiting
any rights that the Corporation, in any
capacity, may otherwise have under section
10(c) of the Federal Deposit Insurance Act (12
U.S.C. 1820(c)).
(J) Incidental powers.--The Corporation may, as
conservator or receiver--
(i) exercise all powers and authorities
necessary to conduct the conservatorship or
receivership, respectively, and such incidental
powers as shall be necessary to carry out such
powers; and
(ii) take any action authorized by this
section, which the Corporation determines is in
the best interests of the payment stablecoin
issuer, its customers, or the Corporation.
(K) Utilization of private sector.--In carrying out
its responsibilities in the management and disposition
of assets from payment stablecoin issuers, as
conservator, receiver, or in its corporate capacity,
the Corporation shall utilize the services of private
persons, including property management, auction
marketing, legal, and brokerage services, only if such
services are available in the private sector and the
Corporation determines utilization of such services is
the most practicable, efficient, and cost effective.
(3) Authority of receiver to determine claims.--
(A) In general.--The Corporation may, as receiver,
determine claims in accordance with the requirements of
this subsection and regulations prescribed under
paragraph (4).
(B) Notice requirements.--The Corporation, as
receiver, in any case involving the liquidation or
winding up of the affairs of a closed payment
stablecoin issuer, shall--
(i) promptly publish a notice to the
payment stablecoin issuer's creditors to
present their claims, together with proof, to
the receiver by a date specified in the notice
which shall be not less than 90 days after the
publication of such notice; and
(ii) republish such notice approximately 1
month and 2 months, respectively, after the
publication under clause (i).
(C) Mailing required.--The Corporation, as
receiver, shall mail a notice similar to the notice
published under subparagraph (B)(i) at the time of such
publication to any creditor shown on the issuer's
books--
(i) at the creditor's last address
appearing in such books; or
(ii) upon discovery of the name and address
of a claimant not appearing on the issuer's
books within 30 days after the discovery of
such name and address.
(4) Rulemaking authority relating to determination of
claims.--
(A) In general.--The Corporation may prescribe
regulations regarding the allowance or disallowance of
claims by the Corporation, as receiver, and providing
for administrative determination of claims and review
of such determination.
(B) Final settlement payment procedure.--In the
handling of receiverships of payment stablecoin
issuers, to maintain essential liquidity and to prevent
financial disruption, the Corporation may, after the
declaration of an issuer's insolvency, settle all
unsecured claims on the receivership with a final
settlement payment which shall constitute full payment
and disposition of the Corporation's obligations to
such claimants.
(5) Procedures for determination of claims.--
(A) Determination period.--
(i) In general.--Before the end of the 180-
day period beginning on the date any claim
against a payment stablecoin issuer is filed
with the Corporation as receiver, the
Corporation shall determine whether to allow or
disallow the claim and shall notify the
claimant of any determination with respect to
such claim.
(ii) Extension of time.--The period
described in clause (i) may be extended by a
written agreement between the claimant and the
Corporation.
(iii) Mailing of notice sufficient.--The
requirements of clause (i) shall be deemed to
be satisfied if the notice of any determination
with respect to any claim is mailed to the last
address of the claimant which appears--
(I) on the payment stablecoin
issuer's books;
(II) in the claim filed by the
claimant; or
(III) in documents submitted in
proof of the claim.
(iv) Contents of notice of disallowance.--
If any claim filed under clause (i) is
disallowed, the notice to the claimant shall
contain--
(I) a statement of each reason for
the disallowance; and
(II) the procedures available for
obtaining agency review of the
determination to disallow the claim or
judicial determination of the claim.
(B) Allowance of proven claims.--The Corporation,
as receiver, shall allow any claim received on or
before the date specified in the notice published under
paragraph (3)(B)(i) by the receiver from any claimant
which is proved to the satisfaction of the receiver.
(C) Disallowance of claims filed after end of
filing period.--
(i) In general.--Except as provided in
clause (ii), claims filed after the date
specified in the notice published under
paragraph (3)(B)(i) shall be disallowed and
such disallowance shall be final.
(ii) Certain exceptions.--Clause (i) shall
not apply with respect to any claim filed by
any claimant after the date specified in the
notice published under paragraph (3)(B)(i) and
such claim may be considered by the
Corporation, as receiver, if--
(I) the claimant did not receive
notice of the appointment of the
receiver in time to file such claim
before such date; and
(II) such claim is filed in time to
permit payment of such claim.
(D) Authority to disallow claims.--
(i) In general.--The Corporation, as
receiver, may disallow any portion of any claim
by a creditor or claim of security, preference,
or priority which is not proved to the
satisfaction of the receiver.
(ii) Payments to less than fully secured
creditors.--In the case of a claim of a
creditor against a payment stablecoin issuer
which is secured by any property or other asset
of such issuer, the Corporation, as receiver--
(I) may treat the portion of such
claim which exceeds an amount equal to
the fair market value of such property
or other asset as an unsecured claim
against the issuer; and
(II) may not make any payment with
respect to such unsecured portion of
the claim other than in connection with
the disposition of all claims of
unsecured creditors of the issuer.
(E) No judicial review of determination.--No court
may review the Corporation's determination pursuant to
subparagraph (D) to disallow a claim.
(F) Legal effect of filing.--
(i) Statute of limitations tolled.--For
purposes of any applicable statute of
limitations, the filing of a claim with the
Corporation as receiver shall constitute a
commencement of an action.
(ii) No prejudice to other actions.--
Subject to paragraph (12), the filing of a
claim with the Corporation as receiver shall
not prejudice any right of the claimant to
continue any action which was filed before the
appointment of the Corporation as receiver.
(6) Provision for agency review or judicial determination
of claims.--
(A) In general.--Before the end of the 60-day
period beginning on the earlier of--
(i) the end of the period described in
paragraph (5)(A)(i) with respect to any claim
against a payment stablecoin issuer for which
the Corporation is receiver; or
(ii) the date of any notice of disallowance
of such claim pursuant to paragraph (5)(A)(i),
the claimant may request administrative review of the
claim in accordance with subparagraph (A) or (B) of
paragraph (7) or file suit on such claim (or continue
an action commenced before the appointment of the
Corporation as receiver in the district or territorial
court of the United States for the district within
which the payment stablecoin issuer's principal place
of business is located or the United States District
Court for the District of Columbia (and such court
shall have jurisdiction to hear such claim).
(B) Statute of limitations.--If any claimant fails
to--
(i) request administrative review of any
claim in accordance with subparagraph (A) or
(B) of paragraph (7); or
(ii) file suit on such claim (or continue
an action commenced before the appointment of
the Corporation as receiver),
before the end of the 60-day period described in
subparagraph (A), the claim shall be deemed to be
disallowed (other than any portion of such claim which
was allowed by the receiver) as of the end of such
period, such disallowance shall be final, and the
claimant shall have no further rights or remedies with
respect to such claim.
(7) Review of claims.--
(A) Administrative hearing.--If any claimant
requests review under this subparagraph in lieu of
filing or continuing any action under paragraph (6) and
the Corporation agrees to such request, the Corporation
shall consider the claim after opportunity for a
hearing on the record. The final determination of the
Corporation with respect to such claim shall be subject
to judicial review under chapter 7 of title 5, United
States Code.
(B) Other review procedures.--
(i) In general.--The Corporation shall also
establish such alternative dispute resolution
processes as may be appropriate for the
resolution of claims filed under paragraph
(5)(A)(i).
(ii) Criteria.--In establishing alternative
dispute resolution processes under clause (i),
the Corporation shall strive for procedures
which are expeditious, fair, independent, and
low cost.
(iii) Voluntary binding or nonbinding
procedures.--The Corporation may establish both
binding and nonbinding processes, which may be
conducted by any government or private party,
but all parties, including the claimant and the
Corporation, shall agree to the use of the
process established under clause (i) in a
particular case.
(iv) Consideration of incentives.--The
Corporation shall seek to develop incentives
for claimants to participate in the alternative
dispute resolution process established under
clause (i).
(8) Expedited determination of claims.--
(A) Establishment required.--The Corporation shall
establish a procedure for expedited relief outside of
the routine claims process established under paragraph
(5) for claimants who--
(i) allege the existence of legally valid
and enforceable or perfected security interests
in assets of a payment stablecoin issuer for
which the Corporation has been appointed
receiver; and
(ii) allege that irreparable injury will
occur if the routine claims procedure is
followed.
(B) Determination period.--Before the end of the
90-day period beginning on the date any claim is filed
in accordance with the procedures established pursuant
to subparagraph (A), the Corporation shall--
(i) determine--
(I) whether to allow or disallow
such claim; or
(II) whether such claim should be
determined pursuant to the procedures
established pursuant to paragraph (5);
and
(ii) notify the claimant of the
determination, and if the claim is disallowed,
provide a statement of each reason for the
disallowance and the procedure for obtaining
agency review or judicial determination.
(C) Period for filing or renewing suit.--Any
claimant who files a request for expedited relief shall
be permitted to file a suit, or to continue a suit
filed before the appointment of the receiver, seeking a
determination of the claimant's rights with respect to
such security interest after the earlier of--
(i) the end of the 90-day period beginning
on the date of the filing of a request for
expedited relief; or
(ii) the date the Corporation denies the
claim.
(D) Statute of limitations.--If an action described
in subparagraph (C) is not filed, or the motion to
renew a previously filed suit is not made, before the
end of the 30-day period beginning on the date on which
such action or motion may be filed in accordance with
subparagraph (B), the claim shall be deemed to be
disallowed as of the end of such period (other than any
portion of such claim which was allowed by the
receiver), such disallowance shall be final, and the
claimant shall have no further rights or remedies with
respect to such claim.
(E) Legal effect of filing.--
(i) Statute of limitations tolled.--For
purposes of any applicable statute of
limitations, the filing of a claim with the
Corporation as receiver shall constitute a
commencement of an action.
(ii) No prejudice to other actions.--
Subject to paragraph (12), the filing of a
claim with the receiver shall not prejudice any
right of the claimant to continue any action
which was filed before the appointment of the
Corporation as receiver.
(9) Agreement as basis of claim.--Any agreement which does
not meet the requirements set forth in section 13(e) of the
Federal Deposit Insurance Act (12 U.S.C. 1823(e)), shall not
form the basis of, or substantially comprise, a claim against
the Corporation as receiver.
(10) Payment of claims.--
(A) In general.--The Corporation as receiver may,
in the discretion of the Corporation and to the extent
funds are available, pay creditor claims approved
pursuant to a final determination pursuant to paragraph
(7) or (8), or determined by the final judgment of any
court of competent jurisdiction in such manner and
amounts as are authorized under this section.
(B) Payment of dividends on claims.--The
Corporation, as receiver, may, in the sole discretion
of the Corporation, pay dividends on proved claims at
any time, and no liability shall attach to the
Corporation (in such Corporation's corporate capacity
or as receiver), by reason of any such payment, for
failure to pay dividends to a claimant whose claim is
not proved at the time of any such payment.
(C) Rulemaking authority of corporation.--The
Corporation may prescribe such rules, including
definitions of terms, as it deems appropriate to
establish a single uniform interest rate for or to make
payments of post insolvency interest to creditors
holding proven claims against the receivership estates
of payment stablecoin issuers following satisfaction by
the Corporation as receiver of the principal amount of
all creditor claims.
(11) Customer preference.--
(A) In general.--Subject to section 5(e)(2)(C) of
the Federal Deposit Insurance Act (12 U.S.C.
1815(e)(2)(C)), amounts realized from the liquidation
or other resolution of a payment stablecoin issuer by
the Corporation as receiver shall be distributed to pay
claims (other than secured claims to the extent of any
such security) in the following order of priority:
(i) Administrative expenses of the
Corporation as receiver.
(ii) Outstanding payment stablecoin
liabilities.
(iii) Any other general or senior liability
of the issuer (which is not a liability
described in clause (iv) or (v)).
(iv) Any obligation subordinated to payment
stablecoin liabilities or general creditors
(which is not an obligation described in clause
(v)).
(v) Any obligation to shareholders or
members arising as a result of their status as
shareholders or members (including any holding
company or any shareholder or creditor of such
company).
(B) Rehypothecation of payment stablecoin
reserves.--A person who violates section 4 shall not be
considered to have a secured claim under subparagraph
(A) or State law.
(C) Effect on state law.--
(i) In general.--The provisions of
subparagraph (A) shall not supersede the law of
any State except to the extent such law is
inconsistent with the provisions of such
subparagraph, and then only to the extent of
the inconsistency.
(ii) Procedure for determination of
inconsistency.--Upon the Corporation's own
motion or upon the request of any person with a
claim described in subparagraph (A) or any
State which is submitted to the Corporation in
accordance with procedures which the
Corporation shall prescribe, the Corporation
shall determine whether any provision of the
law of any State is inconsistent with any
provision of subparagraph (A) and the extent of
any such inconsistency.
(iii) Judicial review.--The final
determination of the Corporation under clause
(ii) shall be subject to judicial review under
chapter 7 of title 5, United States Code.
(D) Accounting report.--Any distribution by the
Corporation in connection with any claim described in
subparagraph (A)(v) shall be accompanied by the
accounting report required under paragraph (15)(B).
(12) Suspension of legal actions.--
(A) In general. After the appointment of the
Corporation as conservator or receiver for a payment
stablecoin issuer, the Corporation may request a stay
for a period not to exceed--
(i) 45 days, in the case of the Corporation
as conservator; and
(ii) 90 days, in the case of the
Corporation as receiver,
in any judicial action or proceeding to which the
issuer is or becomes a party.
(B) Grant of stay by all courts required.--Upon
receipt of a request by the Corporation as conservator
or receiver pursuant to subparagraph (A) for a stay of
any judicial action or proceeding in any court with
jurisdiction of such action or proceeding, the court
shall grant such stay as to all parties.
(13) Additional rights and duties.--
(A) Prior final adjudication.--The Corporation
shall abide by any final unappealable judgment of any
court of competent jurisdiction which was rendered
before the appointment of the Corporation as
conservator or receiver.
(B) Rights and remedies of conservator or
receiver.--In the event of any appealable judgment, the
Corporation as conservator or receiver shall--
(i) have all the rights and remedies
available to the payment stablecoin issuer
(before the appointment of such conservator or
receiver) and the Corporation in its corporate
capacity, including removal to Federal court
and all appellate rights; and
(ii) not be required to post any bond in
order to pursue such remedies.
(C) No attachment or execution.--No attachment or
execution may issue by any court upon assets in the
possession of the Corporation as receiver.
(D) Limitation on judicial review.--Except as
otherwise provided in this subsection, no court shall
have jurisdiction over--
(i) any claim or action for payment from,
or any action seeking a determination of rights
with respect to, the assets of a payment
stablecoin issuer for which the Corporation has
been appointed receiver, including assets which
the Corporation may acquire from itself as such
receiver; or
(ii) any claim relating to any act or
omission of such issuer or the Corporation as
receiver.
(E) Disposition of assets.--In exercising any
right, power, privilege, or authority as conservator or
receiver in connection with any sale or disposition of
assets of any payment stablecoin issuer for which the
Corporation has been appointed conservator or receiver,
the Corporation shall conduct its operations in a
manner which--
(i) maximizes the net present value return
from the sale or disposition of such assets;
(ii) minimizes the amount of any loss
realized in the resolution of cases;
(iii) ensures adequate competition and fair
and consistent treatment of offerors; and
(iv) prohibits discrimination on the basis
of race, sex, or ethnic groups in the
solicitation and consideration of offers.
(14) Statute of limitations for actions brought by
conservator or receiver.--
(A) In general.--Notwithstanding any provision of
any contract, the applicable statute of limitations
with regard to any action brought by the Corporation as
conservator or receiver shall be--
(i) in the case of any contract claim, the
longer of--
(I) the 6-year period beginning on
the date the claim accrues; or
(II) the period applicable under
State law; and
(ii) in the case of any tort claim, the
longer of--
(I) the 3-year period beginning on
the date the claim accrues; or
(II) the period applicable under
State law.
(B) Determination of the date on which a claim
accrues.--For purposes of subparagraph (A), the date on
which the statute of limitations begins to run on any
claim described in such subparagraph shall be the later
of--
(i) the date of the appointment of the
Corporation as conservator or receiver; or
(ii) the date on which the cause of action
accrues.
(C) Revival of expired state causes of action.--
(i) In general.--In the case of any tort
claim described in clause (ii) for which the
statute of limitations applicable under State
law with respect to such claim has expired not
more than 5 years before the appointment of the
Corporation as conservator or receiver, the
Corporation may bring an action as conservator
or receiver on such claim without regard to the
expiration of the statute of limitations
applicable under State law.
(ii) Claims described.--A tort claim
referred to in clause (i) is a claim arising
from fraud, intentional misconduct resulting in
unjust enrichment, or intentional misconduct
resulting in substantial loss to the
institution.
(15) Accounting and recordkeeping requirements.--
(A) In general.--The Corporation as conservator or
receiver shall, consistent with the accounting and
reporting practices and procedures established by the
Corporation, maintain a full accounting of each
conservatorship and receivership or other disposition
of issuers in default.
(B) Annual accounting or report.--With respect to
each conservatorship or receivership to which the
Corporation was appointed, the Corporation shall make
an annual accounting or report, as appropriate,
available to the Secretary of the Treasury, the
Comptroller General of the United States, and the
authority that appointed the Corporation as conservator
or receiver.
(C) Availability of reports.--Any report prepared
pursuant to subparagraph (B) shall be made available by
the Corporation upon request to any shareholder of the
payment stablecoin issuer for which the Corporation was
appointed conservator or receiver or any other member
of the public.
(D) Recordkeeping requirement.--
(i) In general.--Except as provided in
clause (ii), after the end of the 6-year period
beginning on the date the Corporation is
appointed as receiver of a payment stablecoin
issuer, the Corporation may destroy any records
of such institution which the Corporation, in
the Corporation's discretion, determines to be
unnecessary unless directed not to do so by a
court of competent jurisdiction or governmental
agency, or otherwise prohibited by law.
(ii) Old records.--Notwithstanding clause
(i), the Corporation may destroy records of a
payment stablecoin issuer which are at least 10
years old as of the date on which the
Corporation is appointed as the receiver of
such payment stablecoin issuer in accordance
with clause (i) at any time after such
appointment is final, without regard to the 6-
year period of limitation contained in clause
(i).
(16) Fraudulent transfers.--
(A) In general.--The Corporation, as conservator or
receiver for a payment stablecoin issuer, may avoid a
transfer of any interest of an institution-affiliated
party, or any person who the Corporation determines is
a debtor of the issuer, in property, or any obligation
incurred by such party or person, that was made within
5 years of the date on which the Corporation was
appointed conservator or receiver if such party or
person voluntarily or involuntarily made such transfer
or incurred such liability with the intent to hinder,
delay, or defraud the payment stablecoin issuer, the
Corporation, Board, Comptroller, or a State bank
supervisor.
(B) Right of recovery.--To the extent a transfer is
avoided under subparagraph (A), the Corporation may
recover, for the benefit of the payment stablecoin
issuer, the property transferred, or, if a court so
orders, the value of such property (at the time of such
transfer) from--
(i) the initial transferee of such transfer
or the institution-affiliated party or person
for whose benefit such transfer was made; or
(ii) any immediate or mediate transferee of
any such initial transferee.
(C) Rights of transferee or obligee.--The
Corporation may not recover under subparagraph (B)
from--
(i) any transferee that takes for value,
including satisfaction or securing of a present
or antecedent debt, in good faith; or
(ii) any immediate or mediate good faith
transferee of such transferee.
(D) Rights in bankruptcy.--The rights under this
paragraph of the Corporation shall be superior to any
rights of a trustee or any other party (other than any
party which is a Federal agency) under title 11, United
States Code.
(17) Attachment of assets and other injunctive relief.--
Subject to paragraph (18), any court of competent jurisdiction
may, at the request of the Corporation (in the Corporation's
capacity as conservator or receiver for any payment stablecoin
issuer or in the Corporation's corporate capacity with respect
to any asset acquired or liability assumed by the Corporation),
issue an order in accordance with Rule 65 of the Federal Rules
of Civil Procedure, including an order placing the assets of
any person designated by the Corporation under the control of
the court and appointing a trustee to hold such assets.
(18) Standards.--
(A) Showing.--Rule 65 of the Federal Rules of Civil
Procedure shall apply with respect to any proceeding
under paragraph (17) without regard to the requirement
of such rule that the applicant show that the injury,
loss, or damage is irreparable and immediate.
(B) State proceeding.--If, in the case of any
proceeding in a State court, the court determines that
rules of civil procedure available under the laws of
such State provide substantially similar protections to
such party's right to due process as Rule 65 (as
modified with respect to such proceeding by
subparagraph (A)), the relief sought by the Corporation
pursuant to paragraph (17) may be requested under the
laws of such State.
(19) Treatment of claims arising from breach of contracts
executed by the receiver or conservator.--
(A) In general.--Notwithstanding any other
provision of this subsection, any final and
unappealable judgment for monetary damages entered
against the Corporation as receiver or conservator for
a payment stablecoin issuer for the breach of an
agreement executed or approved by the Corporation after
the date of its appointment shall be paid as an
administrative expense of the receiver or conservator.
(B) Rule of construction.--Nothing in this
paragraph shall be construed to limit the power of the
Corporation as receiver or conservator to exercise any
rights under contract or law, including to terminate,
breach, cancel, or otherwise discontinue such
agreement.
(f) Provisions Relating to Contracts Entered Into Before
Appointment of Conservator or Receiver.--
(1) Authority to repudiate contracts.--In addition to any
other rights the Corporation as conservator or receiver may
have, the Corporation may disaffirm or repudiate any contract
or lease--
(A) to which the issuer is a party;
(B) the performance of which the Corporation, in
the discretion of the Corporation, determines to be
burdensome; and
(C) the disaffirmance or repudiation of which the
Corporation determines, in the discretion of the
Corporation, will promote the orderly administration of
the affairs of the issuer.
(2) Timing of repudiation.--The Corporation as conservator
or receiver appointed for any payment stablecoin issuer in
accordance with subsection (d), shall determine whether or not
to exercise the rights of repudiation under this subsection
within a reasonable period following such appointment.
(3) Claims for damages for repudiation.--
(A) In general.--Except as otherwise provided in
subparagraph (C) and paragraphs (4), (5), and (6), the
liability of the Corporation as conservator or receiver
for the disaffirmance or repudiation of any contract
pursuant to paragraph (1) shall be--
(i) limited to actual direct compensatory
damages; and
(ii) determined as of--
(I) the date of the appointment of
the Corporation as conservator or
receiver; or
(II) in the case of any contract or
agreement referred to in paragraph (8),
the date of the disaffirmance or
repudiation of such contract or
agreement.
(B) No liability for other damages.--For purposes
of subparagraph (A), the term ``actual direct
compensatory damages'' does not include--
(i) punitive or exemplary damages;
(ii) damages for lost profits or
opportunity; or
(iii) damages for pain and suffering.
(C) Measure of damages for repudiation of financial
contracts.--In the case of any qualified financial
contract or agreement to which paragraph (8) applies,
compensatory damages shall be--
(i) deemed to include normal and reasonable
costs of cover or other reasonable measures of
damages utilized in the industries for such
contract and agreement claims; and
(ii) paid in accordance with this
subsection and subsection (g) except as
otherwise specifically provided in this
section.
(4) Leases under which the issuer is the lessee.--
(A) In general.--If the Corporation as conservator
or receiver disaffirms or repudiates a lease under
which the payment stablecoin issuer was the lessee, the
conservator or receiver shall not be liable for any
damages (other than damages determined pursuant to
subparagraph (B)) for the disaffirmance or repudiation
of such lease.
(B) Payments of rent.--Notwithstanding subparagraph
(A), the lessor under a lease to which such
subparagraph applies shall--
(i) unless the lessor is in default or
breach of the terms of the lease, be entitled
to the contractual rent accruing before the
later of the date--
(I) the notice of disaffirmance or
repudiation is mailed; or
(II) the disaffirmance or
repudiation becomes effective;
(ii) have no claim for damages under any
acceleration clause or other penalty provision
in the lease; and
(iii) have a claim for any unpaid rent,
subject to all appropriate offsets and
defenses, due as of the date of the appointment
which shall be paid in accordance with this
subsection and subsection (g).
(5) Leases under which the issuer is the lessor.--
(A) In general.--If the Corporation as conservator
or receiver repudiates an unexpired written lease of
real property of the payment stablecoin issuer under
which the issuer is the lessor and the lessee is not,
as of the date of such repudiation, in default, the
lessee under such lease may either--
(i) treat the lease as terminated by such
repudiation; or
(ii) remain in possession of the leasehold
interest for the balance of the term of the
lease unless the lessee defaults under the
terms of the lease after the date of such
repudiation.
(B) Provisions applicable to lessee remaining in
possession.--If any lessee under a lease described in
subparagraph (A) remains in possession of a leasehold
interest pursuant to clause (ii) of such subparagraph--
(i) the lessee--
(I) shall continue to pay the
contractual rent pursuant to the terms
of the lease after the date of the
repudiation of such lease; and
(II) may offset against any rent
payment which accrues after the date of
the repudiation of the lease, any
damages which accrue after such date
due to the nonperformance of any
obligation of the payment stablecoin
issuer under the lease after such date;
and
(ii) the Corporation as conservator or
receiver shall not be liable to the lessee for
any damages arising after such date as a result
of the repudiation other than the amount of any
offset allowed under clause (i)(II).
(6) Contracts for the sale of real property.--
(A) In general.--If the Corporation as conservator
or receiver repudiates any contract (which meets the
requirements of each paragraph of section 13(e)of the
Federal Deposit Insurance Act (12 U.S.C. 1823(e)) for
the sale of real property and the purchaser of such
real property under such contract is in possession and
is not, as of the date of such repudiation, in default,
such purchaser may either--
(i) treat the contract as terminated by
such repudiation; or
(ii) remain in possession of such real
property.
(B) Provisions applicable to purchaser remaining in
possession.--If any purchaser of real property under
any contract described in subparagraph (A) remains in
possession of such property pursuant to clause (ii) of
such subparagraph--
(i) the purchaser--
(I) shall continue to make all
payments due under the contract after
the date of the repudiation of the
contract; and
(II) may offset against any such
payments any damages which accrue after
such date due to the nonperformance
(after such date) of any obligation of
the payment stablecoin issuer under the
contract; and
(ii) the Corporation as conservator or
receiver shall--
(I) not be liable to the purchaser
for any damages arising after such date
as a result of the repudiation other
than the amount of any offset allowed
under clause (i)(II);
(II) deliver title to the purchaser
in accordance with the provisions of
the contract; and
(III) have no obligation under the
contract other than the performance
required under subclause (II).
(C) Assignment and sale allowed.--
(i) In general.--No provision of this
paragraph shall be construed as limiting the
right of the Corporation as conservator or
receiver to assign the contract described in
subparagraph (A) and sell the property subject
to the contract and the provisions of this
paragraph.
(ii) No liability after assignment and
sale.--If an assignment and sale described in
clause (i) is consummated, the Corporation as
conservator or receiver shall have no further
liability under the contract described in
subparagraph (A) or with respect to the real
property which was the subject of such
contract.
(7) Provisions applicable to service contracts.--
(A) Services performed before appointment.--In the
case of any contract for services between any person
and any payment stablecoin issuer for which the
Corporation has been appointed conservator or receiver,
any claim of such person for services performed before
the appointment of the Corporation shall be--
(i) a claim to be paid in accordance with
subsections (e) and (g); and
(ii) deemed to have arisen as of the date
the Corporation was appointed conservator or
receiver.
(B) Services performed after appointment and prior
to repudiation.--If, in the case of any contract for
services described in subparagraph (A), the conservator
or receiver accepts performance by the other person
before the Corporation as conservator or receiver makes
any determination to exercise the right of repudiation
of such contract under this section--
(i) the other party shall be paid under the
terms of the contract for the services
performed; and
(ii) the amount of such payment shall be
treated as an administrative expense of the
conservatorship or receivership.
(C) Acceptance of performance no bar to subsequent
repudiation.--The acceptance by the Corporation as
conservator or receiver of services referred to in
subparagraph (B) in connection with a contract
described in such subparagraph shall not affect the
right of the Corporation as conservator or receiver to
repudiate such contract under this section at any time
after such performance.
(8) Certain qualified financial contracts.--
(A) Rights of parties to contracts.--Subject to
paragraphs (9) and (10) of this subsection and
notwithstanding any other provision of Federal or State
law (other than subsection (e)(9) of this section and
section 13(e)of the Federal Deposit Insurance Act (12
U.S.C. 1823(e)), no person shall be stayed or
prohibited from exercising--
(i) any right such person has to cause the
termination, liquidation, or acceleration of
any qualified financial contract with a payment
stablecoin issuer which arises upon the
appointment of the Corporation as receiver for
such issuer at any time after such appointment;
(ii) any right under any security agreement
or arrangement or other credit enhancement
related to one or more qualified financial
contracts described in clause (i); or
(iii) any right to offset or net out any
termination value, payment amount, or other
transfer obligation arising under or in
connection with 1 or more contracts and
agreements described in clause (i), including
any master agreement for such contracts or
agreements.
(B) Applicability of other provisions.--Subsection
(e)(12) shall apply in the case of any judicial action
or proceeding brought against the Corporation as
receiver referred to in subparagraph (A), or the
payment stablecoin issuer for which the Corporation was
appointed receiver, by any party to a contract or
agreement described in subparagraph (A)(i) with such
institution.
(C) Certain transfers not avoidable.--
(i) In general.--Notwithstanding paragraph
(11), section 5242 of the Revised Statutes of
the United States (12 U.S.C. 91), or any other
Federal or State law relating to the avoidance
of preferential or fraudulent transfers, the
Corporation, whether acting as such or as
conservator or receiver of a payment stablecoin
issuer, may not avoid any transfer of money or
other property in connection with any qualified
financial contract with a payment stablecoin
issuer.
(ii) Exception for certain transfers.--
Clause (i) shall not apply to any transfer of
money or other property in connection with any
qualified financial contract with a payment
stablecoin issuer if the Corporation determines
that the transferee had actual intent to
hinder, delay, or defraud such institution, the
creditors of such institution, or any
conservator or receiver appointed for such
institution.
(D) Certain contracts and agreements defined.--For
purposes of this subsection, the following definitions
shall apply:
(i) Qualified financial contract.--The term
``qualified financial contract'' means any
securities contract, commodity contract,
forward contract, repurchase agreement, swap
agreement, and any similar agreement that the
Corporation determines by regulation,
resolution or order to be a qualified financial
contract for purposes of this paragraph.
(ii) Securities contract.--The term
``securities contract''--
(I) means a contract for the
purchase, sale, or loan of a security,
a certificate of deposit, a mortgage
loan, any interest in a mortgage loan,
a group or index of securities,
certificates of deposit, or mortgage
loans or interests therein (including
any interest therein or based on the
value thereof) or any option on any of
the foregoing, including any option to
purchase or sell any such security,
certificate of deposit, mortgage loan,
interest, group or index, or option,
and including any repurchase or reverse
repurchase transaction on any such
security, certificate of deposit,
mortgage loan, interest, group or
index, or option (whether or not such
repurchase or reverse repurchase
transaction is a repurchase agreement);
(II) does not include any purchase,
sale, or repurchase obligation under a
participation in a commercial mortgage
loan unless the Corporation determines
by regulation, resolution, or order to
include any such agreement within the
meaning of such term;
(III) means any option entered into
on a national securities exchange
relating to foreign currencies;
(IV) means the guarantee (including
by novation) by or to any securities
clearing agency of any settlement of
cash, securities, certificates of
deposit, mortgage loans or interests
therein, group or index of securities,
certificates of deposit, or mortgage
loans or interests therein (including
any interest therein or based on the
value thereof) or option on any of the
foregoing, including any option to
purchase or sell any such security,
certificate of deposit, mortgage loan,
interest, group or index, or option
(whether or not such settlement is in
connection with any agreement or
transaction referred to in subclauses
(I) through (XII) (other than subclause
(II));
(V) means any margin loan;
(VI) means any extension of credit
for the clearance or settlement of
securities transactions;
(VII) means any loan transaction
coupled with a securities collar
transaction, any prepaid securities
forward transaction, or any total
return swap transaction coupled with a
securities sale transaction;
(VIII) means any other agreement or
transaction that is similar to any
agreement or transaction referred to in
this clause;
(IX) means any combination of the
agreements or transactions referred to
in this clause;
(X) means any option to enter into
any agreement or transaction referred
to in this clause;
(XI) means a master agreement that
provides for an agreement or
transaction referred to in subclause
(I), (III), (IV), (V), (VI), (VII),
(VIII), (IX), or (X), together with all
supplements to any such master
agreement, without regard to whether
the master agreement provides for an
agreement or transaction that is not a
securities contract under this clause,
except that the master agreement shall
be considered to be a securities
contract under this clause only with
respect to each agreement or
transaction under the master agreement
that is referred to in subclause (I),
(III), (IV), (V), (VI), (VII), (VIII),
(IX), or (X); and
(XII) means any security agreement
or arrangement or other credit
enhancement related to any agreement or
transaction referred to in this clause,
including any guarantee or
reimbursement obligation in connection
with any agreement or transaction
referred to in this clause.
(iii) Commodity contract.--The term
``commodity contract'' means--
(I) with respect to a futures
commission merchant, a contract for the
purchase or sale of a commodity for
future delivery on, or subject to the
rules of, a contract market or board of
trade;
(II) with respect to a foreign
futures commission merchant, a foreign
future;
(III) with respect to a leverage
transaction merchant, a leverage
transaction;
(IV) with respect to a clearing
organization, a contract for the
purchase or sale of a commodity for
future delivery on, or subject to the
rules of, a contract market or board of
trade that is cleared by such clearing
organization, or commodity option
traded on, or subject to the rules of,
a contract market or board of trade
that is cleared by such clearing
organization;
(V) with respect to a commodity
options dealer, a commodity option;
(VI) any other agreement or
transaction that is similar to any
agreement or transaction referred to in
this clause;
(VII) any combination of the
agreements or transactions referred to
in this clause;
(VIII) any option to enter into any
agreement or transaction referred to in
this clause;
(IX) a master agreement that
provides for an agreement or
transaction referred to in subclause
(I), (II), (III), (IV), (V), (VI),
(VII), or (VIII), together with all
supplements to any such master
agreement, without regard to whether
the master agreement provides for an
agreement or transaction that is not a
commodity contract under this clause,
except that the master agreement shall
be considered to be a commodity
contract under this clause only with
respect to each agreement or
transaction under the master agreement
that is referred to in subclause (I),
(II), (III), (IV), (V), (VI), (VII), or
(VIII); or
(X) any security agreement or
arrangement or other credit enhancement
related to any agreement or transaction
referred to in this clause, including
any guarantee or reimbursement
obligation in connection with any
agreement or transaction referred to in
this clause.
(iv) Forward contract.--The term ``forward
contract'' means--
(I) a contract (other than a
commodity contract) for the purchase,
sale, or transfer of a commodity or any
similar good, article, service, right,
or interest which is presently or in
the future becomes the subject of
dealing in the forward contract trade,
or product or byproduct thereof, with a
maturity date more than 2 days after
the date the contract is entered into,
including, a repurchase or reverse
repurchase transaction (whether or not
such repurchase or reverse repurchase
transaction is a repurchase agreement),
consignment, lease, swap, hedge
transaction, deposit, loan, option,
allocated transaction, unallocated
transaction, or any other similar
agreement;
(II) any combination of agreements
or transactions referred to in
subclauses (I) and (III);
(III) any option to enter into any
agreement or transaction referred to in
subclause (I) or (II);
(IV) a master agreement that
provides for an agreement or
transaction referred to in subclause
(I), (II), or (III), together with all
supplements to any such master
agreement, without regard to whether
the master agreement provides for an
agreement or transaction that is not a
forward contract under this clause,
except that the master agreement shall
be considered to be a forward contract
under this clause only with respect to
each agreement or transaction under the
master agreement that is referred to in
subclause (I), (II), or (III); or
(V) any security agreement or
arrangement or other credit enhancement
related to any agreement or transaction
referred to in subclause (I), (II),
(III), or (IV), including any guarantee
or reimbursement obligation in
connection with any agreement or
transaction referred to in any such
subclause.
(v) Repurchase agreement.--The term
``repurchase agreement'' (which definition also
applies to a reverse repurchase agreement)--
(I) means an agreement, including
related terms, which provides for the
transfer of 1 or more certificates of
deposit, mortgage related securities
(as defined in section 3(a) of the
Securities Exchange Act of 1934 (15
U.S.C. 78c(a)), mortgage loans,
interests in mortgage-related
securities or mortgage loans, eligible
bankers' acceptances, qualified foreign
government securities or securities
that are direct obligations of, or that
are fully guaranteed by, the United
States or any agency of the United
States against the transfer of funds by
the transferee of such certificates of
deposit, eligible bankers' acceptances,
securities, mortgage loans, or
interests with a simultaneous agreement
by such transferee to transfer to the
transferor thereof certificates of
deposit, eligible bankers' acceptances,
securities, mortgage loans, or
interests as described above, at a date
certain not later than 1 year after
such transfers or on demand, against
the transfer of funds, or any other
similar agreement;
(II) does not include any
repurchase obligation under a
participation in a commercial mortgage
loan unless the Corporation determines
by regulation, resolution, or order to
include any such participation within
the meaning of such term;
(III) means any combination of
agreements or transactions referred to
in subclauses (I) and (IV);
(IV) means any option to enter into
any agreement or transaction referred
to in subclause (I) or (III);
(V) means a master agreement that
provides for an agreement or
transaction referred to in subclause
(I), (III), or (IV), together with all
supplements to any such master
agreement, without regard to whether
the master agreement provides for an
agreement or transaction that is not a
repurchase agreement under this clause,
except that the master agreement shall
be considered to be a repurchase
agreement under this subclause only
with respect to each agreement or
transaction under the master agreement
that is referred to in subclause (I),
(III), or (IV); and
(VI) means any security agreement
or arrangement or other credit
enhancement related to any agreement or
transaction referred to in subclause
(I), (III), (IV), or (V), including any
guarantee or reimbursement obligation
in connection with any agreement or
transaction referred to in any such
subclause.
For purposes of this clause, the term
``qualified foreign government security'' means
a security that is a direct obligation of, or
that is fully guaranteed by, the central
government of a member of the Organization for
Economic Cooperation and Development (as
determined by regulation or order adopted by
the Board).
(vi) Swap agreement.--The term ``swap
agreement'' means--
(I) any agreement, including the
terms and conditions incorporated by
reference in any such agreement, which
is an interest rate swap, option,
future, or forward agreement, including
a rate floor, rate cap, rate collar,
cross-currency rate swap, and basis
swap; a spot, same day-tomorrow,
tomorrow-next, forward, or other
foreign exchange, precious metals, or
other commodity agreement; a currency
swap, option, future, or forward
agreement; an equity index or equity
swap, option, future, or forward
agreement; a debt index or debt swap,
option, future, or forward agreement; a
total return, credit spread or credit
swap, option, future, or forward
agreement; a commodity index or
commodity swap, option, future, or
forward agreement; weather swap,
option, future, or forward agreement;
an emissions swap, option, future, or
forward agreement; or an inflation
swap, option, future, or forward
agreement;
(II) any agreement or transaction
that is similar to any other agreement
or transaction referred to in this
clause and that is of a type that has
been, is presently, or in the future
becomes, the subject of recurrent
dealings in the swap or other
derivatives markets (including terms
and conditions incorporated by
reference in such agreement) and that
is a forward, swap, future, option, or
spot transaction on one or more rates,
currencies, commodities, equity
securities or other equity instruments,
debt securities or other debt
instruments, quantitative measures
associated with an occurrence, extent
of an occurrence, or contingency
associated with a financial,
commercial, or economic consequence, or
economic or financial indices or
measures of economic or financial risk
or value;
(III) any combination of agreements
or transactions referred to in this
clause;
(IV) any option to enter into any
agreement or transaction referred to in
this clause;
(V) a master agreement that
provides for an agreement or
transaction referred to in subclause
(I), (II), (III), or (IV), together
with all supplements to any such master
agreement, without regard to whether
the master agreement contains an
agreement or transaction that is not a
swap agreement under this clause,
except that the master agreement shall
be considered to be a swap agreement
under this clause only with respect to
each agreement or transaction under the
master agreement that is referred to in
subclause (I), (II), (III), or (IV);
and
(VI) any security agreement or
arrangement or other credit enhancement
related to any agreements or
transactions referred to in subclause
(I), (II), (III), (IV), or (V),
including any guarantee or
reimbursement obligation in connection
with any agreement or transaction
referred to in any such subclause.
Such term is applicable for purposes of this
subsection only and shall not be construed or
applied so as to challenge or affect the
characterization, definition, or treatment of
any swap agreement under any other statute,
regulation, or rule, including the Gramm-Leach-
Bliley Act (Public Law 106-102; 113 Stat.
1338), the Legal Certainty for Bank Products
Act of 2000 (7 U.S.C. 27 et seq.), the
securities laws (as defined in section 3(a) of
the Securities Exchange Act of 1934 (15 U.S.C.
78c(a)), and the Commodity Exchange Act (7
U.S.C. 1 et seq.).
(vii) Treatment of master agreement as one
agreement.--Any master agreement for any
contract or agreement described in any
preceding clause of this subparagraph (or any
master agreement for such master agreement or
agreements), together with all supplements to
such master agreement, shall be treated as a
single agreement and a single qualified
financial contract. If a master agreement
contains provisions relating to agreements or
transactions that are not themselves qualified
financial contracts, the master agreement shall
be deemed to be a qualified financial contract
only with respect to those transactions that
are themselves qualified financial contracts.
(viii) Transfer.--The term ``transfer''
means every mode, direct or indirect, absolute
or conditional, voluntary or involuntary, of
disposing of or parting with property or with
an interest in property, including retention of
title as a security interest and foreclosure of
the payment stablecoin issuer's equity of
redemption.
(ix) Person.--The term ``person'' includes
any governmental entity in addition to any
entity included in the definition of such term
in section 1 of title 1, United States Code.
(E) Certain protections in event of appointment of
conservator.--Notwithstanding any other provision of
Federal or State law (other than subsections (e)(9) and
(f)(10) of this section, and section 13(e) of the
Federal Deposit Insurance Act (12 U.S.C. 1823(e))), no
person shall be stayed or prohibited from exercising--
(i) any right such person has to cause the
termination, liquidation, or acceleration of
any qualified financial contract with a payment
stablecoin issuer in a conservatorship based
upon a default under such financial contract
which is enforceable under applicable non-
insolvency law;
(ii) any right under any security agreement
or arrangement or other credit enhancement
related to one or more qualified financial
contracts described in clause (i); or
(iii) any right to offset or net out any
termination values, payment amounts, or other
transfer obligations arising under or in
connection with such qualified financial
contracts.
(F) Clarification.--No provision of law shall be
construed as limiting the right or power of the
Corporation, or authorizing any court or agency to
limit or delay, in any manner, the right or power of
the Corporation to transfer any qualified financial
contract in accordance with paragraphs (9) and (10) of
this subsection or to disaffirm or repudiate any such
contract in accordance with paragraph (1).
(G) Walkaway clauses not effective.--
(i) In general.--Notwithstanding the
provisions of subparagraphs (A) and (E), and
sections 403 and 404 of the Federal Deposit
Insurance Corporation Improvement Act of 1991
(12 U.S.C. 4403, 4404), no walkaway clause
shall be enforceable in a qualified financial
contract of a payment stablecoin issuer in
default.
(ii) Limited suspension of certain
obligations.--In the case of a qualified
financial contract referred to in clause (i),
any payment or delivery obligations otherwise
due from a party pursuant to the qualified
financial contract shall be suspended from the
time the Corporation is appointed as receiver
until the earlier of--
(I) the time such party receives
notice that such contract has been
transferred pursuant to paragraph
(9)(A); or
(II) 5:00 p.m. (eastern time) on
the business day following the date of
the appointment of the Corporation as
receiver.
(iii) Walkaway clause defined.--For
purposes of this subparagraph, the term
``walkaway clause'' means any provision in a
qualified financial contract that suspends,
conditions, or extinguishes a payment
obligation of a party, in whole or in part, or
does not create a payment obligation of a party
that would otherwise exist, solely because of
such party's status as a nondefaulting party in
connection with the insolvency of a payment
stablecoin issuer that is a party to the
contract or the appointment of or the exercise
of rights or powers by the Corporation as
conservator or receiver of such issuer, and not
as a result of a party's exercise of any right
to offset, setoff, or net obligations that
exist under the contract, any other contract
between those parties, or applicable law.
(H) Recordkeeping requirements.--The Corporation,
in consultation with the Board, Comptroller and State
bank supervisors, may prescribe regulations requiring
more detailed recordkeeping by a payment stablecoin
issuer with respect to qualified financial contracts
(including market valuations) if the condition of such
payment stablecoin issuer warrants it.
(9) Transfer of qualified financial contracts.--
(A) In general. In making any transfer of assets or
liabilities of a payment stablecoin issuer in default
which includes any qualified financial contract, the
Corporation as conservator or receiver for such issuer
shall either--
(i) transfer to one financial institution,
other than a financial institution for which a
conservator, receiver, trustee in bankruptcy,
or other legal custodian has been appointed or
which is otherwise the subject of a bankruptcy
or insolvency proceeding--
(I) all qualified financial
contracts between any person or any
affiliate of such person and the
payment stablecoin issuer in default;
(II) all claims of such person or
any affiliate of such person against
such issuer under any such contract
(other than any claim which, under the
terms of any such contract, is
subordinated to the claims of general
unsecured creditors of such issuer);
(III) all claims of such payment
stablecoin issuer against such person
or any affiliate of such person under
any such contract; and
(IV) all property securing or any
other credit enhancement for any
contract described in subclause (I) or
any claim described in subclause (II)
or (III) under any such contract; or
(ii) transfer none of the qualified
financial contracts, claims, property or other
credit enhancement referred to in clause (i)
(with respect to such person and any affiliate
of such person).
(B) Transfer to a foreign bank, foreign financial
institution, or branch or agency of a foreign bank or
financial institution.--In transferring any qualified
financial contracts and related claims and property
under subparagraph (A)(i), the Corporation as
conservator or receiver for the payment stablecoin
issuer shall not make such transfer to a foreign bank,
financial institution organized under the laws of a
foreign country, or a branch or agency of a foreign
bank or financial institution unless, under the law
applicable to such bank, financial institution, branch
or agency, to the qualified financial contracts, and to
any netting contract, any security agreement or
arrangement or other credit enhancement related to one
or more qualified financial contracts, the contractual
rights of the parties to such qualified financial
contracts, netting contracts, security agreements or
arrangements, or other credit enhancements are
enforceable substantially to the same extent as
permitted under this section.
(C) Transfer of contracts subject to the rules of a
clearing organization.--In the event that the
Corporation as conservator or receiver transfers any
qualified financial contract and related claims,
property, and credit enhancements pursuant to
subparagraph (A)(i) and such contract is cleared by or
subject to the rules of a clearing organization, the
clearing organization shall not be required to accept
the transferee as a member by virtue of the transfer.
(D) Definitions.--For purposes of this paragraph--
(i) the term ``financial institution''
means a broker or dealer, a depository
institution, a futures commission merchant, or
any other institution, as determined by the
Corporation by regulation to be a financial
institution; and
(ii) the term ``clearing organization'' has
the meaning given the term in section 402 of
the Federal Deposit Insurance Corporation
Improvement Act of 1991 (12 U.S.C. 4402).
(10) Notification of transfer.--
(A) In general.--If the Corporation as conservator
or receiver for a payment stablecoin issuer in default
makes any transfer of the assets and liabilities of
such institution, and the transfer includes any
qualified financial contract, the conservator or
receiver shall notify any person who is a party to any
such contract of such transfer by 5:00 p.m. (eastern
time) on the business day following the date of the
appointment of the Corporation as receiver in the case
of a receivership, or the business day following such
transfer in the case of a conservatorship.
(B) Certain rights not enforceable.--
(i) Receivership.--A person who is a party
to a qualified financial contract with a
payment stablecoin issuer may not exercise any
right that such person has to terminate,
liquidate, or net such contract under paragraph
(8)(A) of this subsection or section 403 or 404
of the Federal Deposit Insurance Corporation
Improvement Act of 1991 (12 U.S.C. 4403, 4404),
solely by reason of or incidental to the
appointment of the Corporation as receiver for
the payment stablecoin issuer (or the
insolvency or financial condition of the issuer
for which the receiver has been appointed)--
(I) until 5:00 p.m. (eastern time)
on the business day following the date
of the appointment of the receiver; or
(II) after the person has received
notice that the contract has been
transferred pursuant to paragraph
(9)(A).
(ii) Conservatorship.--A person who is a
party to a qualified financial contract with a
payment stablecoin issuer may not exercise any
right that such person has to terminate,
liquidate, or net such contract under paragraph
(8)(E) of this subsection or section 403 or 404
of the Federal Deposit Insurance Corporation
Improvement Act of 1991 (12 U.S.C. 4403, 4404),
solely by reason of or incidental to the
appointment of the Corporation as conservator
for the payment stablecoin issuer (or the
insolvency or financial condition of the issuer
for which the Corporation has been appointed
conservator).
(iii) Notice.--For purposes of this
paragraph, the Corporation as receiver or
conservator of a payment stablecoin issuer
shall be deemed to have notified a person who
is a party to a qualified financial contract
with such issuer if the Corporation has taken
steps that are reasonably calculated to provide
notice to such person by the time specified in
subparagraph (A).
(C) Business day defined.--For purposes of this
paragraph, the term ``business day'' means any day
other than any Saturday, Sunday, or any day on which
either the New York Stock Exchange or the Federal
Reserve Bank of New York is closed.
(11) Disaffirmance or repudiation of qualified financial
contracts.--In exercising the rights of disaffirmance or
repudiation of a conservator or receiver with respect to any
qualified financial contract to which a payment stablecoin
issuer is a party, the Corporation as conservator or receiver
for such issuer shall either--
(A) disaffirm or repudiate all qualified financial
contracts between--
(i) any person or any affiliate of such
person; and
(ii) the payment stablecoin issuer in
default; or
(B) disaffirm or repudiate none of the qualified
financial contracts referred to in subparagraph (A)
(with respect to such person or any affiliate of such
person).
(12) Certain security interests not avoidable.--No
provision of this subsection shall be construed as permitting
the avoidance of any legally enforceable or perfected security
interest in any of the assets of any payment stablecoin issuer
except where such an interest is taken in contemplation of the
issuer's insolvency or with the intent to hinder, delay, or
defraud the issuer or the creditors of such issuer.
(13) Authority to enforce contracts.--
(A) In general.--The Corporation as conservator or
receiver may enforce any contract, other than a
director's or officer's liability insurance contract or
a bond, entered into by the payment stablecoin issuer
notwithstanding any provision of the contract providing
for termination, default, acceleration, or exercise of
rights upon, or solely by reason of, insolvency or the
appointment of or the exercise of rights or powers by
the Corporation as conservator or receiver.
(B) Certain rights not affected.--No provision of
this paragraph may be construed as impairing or
affecting any right of the Corporation as conservator
or receiver to enforce or recover under a director's or
officer's liability insurance contract or bond under
other applicable law.
(C) Consent requirement.--
(i) In general.--Except as otherwise
provided by this section or section 15 of the
Federal Deposit Insurance Act (12 U.S.C. 1825),
no person may exercise any right or power to
terminate, accelerate, or declare a default
under any contract to which the payment
stablecoin issuer is a party, or to obtain
possession of or exercise control over any
property of the issuer or affect any
contractual rights of the issuer, without the
consent of the Corporation as conservator or
receiver, as appropriate, during the 45-day
period beginning on the date of the appointment
of the Corporation as conservator, or during
the 90-day period beginning on the date of the
appointment of the Corporation as receiver, as
applicable.
(ii) Certain exceptions.--No provision of
this subparagraph shall apply to a director or
officer liability insurance contract or bond,
to the rights of parties to certain qualified
financial contracts pursuant to paragraph (8),
or to the rights of parties to netting
contracts pursuant to subtitle A of title IV of
the Federal Deposit Insurance Corporation
Improvement Act of 1991 (12 U.S.C. 4401 et
seq.), or shall be construed as permitting the
Corporation as conservator or receiver to fail
to comply with otherwise enforceable provisions
of such contract.
(iii) Rule of construction.--Nothing in
this subparagraph shall be construed to limit
or otherwise affect the applicability of title
11, United States Code.
(14) Savings clause.--The meanings of terms used in this
subsection are applicable for purposes of this subsection only,
and shall not be construed or applied so as to challenge or
affect the characterization, definition, or treatment of any
similar terms under any other statute, regulation, or rule,
including the Gramm-Leach-Bliley Act (Public Law 106-102; 113
Stat. 1338), the Legal Certainty for Bank Products Act of 2000
(7 U.S.C. 27 et seq.), the securities laws (as defined in
section 3(a) of the Securities Exchange Act of 1934 (15 U.S.C.
78c(a)), and the Commodity Exchange Act (7 U.S.C. 1 et seq.).
(g) Payment of Stablecoin Liabilities.--
(1) In general.--In case of the liquidation of, or other
closing or winding up of the affairs of a payment stablecoin
issuer, payment of the outstanding payment stablecoin
liabilities of the issuer shall be made by the Corporation as
soon as possible, subject to the provisions of subsection (h),
either by cash or by making available to each depositor a
transferred deposit in an insured depository institution.
(2) Proof of claims.--The Corporation, in its discretion,
may require proof of claims to be filed and may approve or
reject such claims for payment stablecoin liabilities.
(3) Resolution of disputes.--A determination by the
Corporation regarding any claim for payment of stablecoin
liabilities shall be treated as a final determination for
purposes of this section. In its discretion, the Corporation
may promulgate regulations prescribing procedures for resolving
any disputed claim.
(4) Review of corporation determination.--A final
determination made by the Corporation regarding any claim for
payment of stablecoin liabilities shall be a final agency
action reviewable in accordance with chapter 7 of title 5,
United States Code, by the United States district court for the
Federal judicial district where the principal place of business
of the payment stablecoin issuer is located.
(5) Statute of limitations.--Any request for review of a
final determination by the Corporation regarding any claim
regarding payment of stablecoin liabilities shall be filed with
the appropriate United States district court not later than 60
days after the date on which such determination is issued.
(h) Subrogation of Corporation.--
(1) In general.--Notwithstanding any other provision of
Federal law, the law of any State, or the constitution of any
State, the Corporation, upon the payment to any customer as
provided in subsection (g) in connection with a payment
stablecoin issuer described in such subsection or the
assumption of payment stablecoin liabilities by another payment
stablecoin issuer pursuant to this section, shall be subrogated
to all rights of the customer against such issuer to the extent
of such payment or assumption.
(2) Dividends on subrogated amounts.--The subrogation of
the Corporation under paragraph (1) with respect to any payment
stablecoin issuer shall include the right on the part of the
Corporation to receive the same dividends from the proceeds of
the assets of such issuer and recoveries on account of
stockholders' liability as would have been payable to the
customer on a claim for the stablecoin liability.
(3) Waiver of certain claims.--With respect to a payment
stablecoin issuer, the Corporation shall waive, in favor only
of any person against whom stockholders' individual liability
may be asserted, any claim on account of such liability in
excess of the liability, if any, to the issuer or its
creditors, for the amount unpaid upon such stock in such
issuer; but any such waiver shall be effected in such manner
and on such terms and conditions as will not increase
recoveries or dividends on account of claims to which the
Corporation is not subrogated.
(4) Applicability of state law.--Subject to subsection
(e)(11), if the Corporation is appointed pursuant to subsection
(d)(3), the rights of customers and other creditors of any
State-chartered payment stablecoin issuer shall be determined
in accordance with the applicable provisions of State law.
(i) Valuation of Claims in Default.--
(1) In general.--Notwithstanding any other provision of
Federal law or the law of any State and regardless of the
method which the Corporation determines to utilize with respect
to a payment stablecoin issuer in default or in danger of
default, including transactions authorized under subsection
(o), this subsection shall govern the rights of the creditors
(other than customers) of such institution.
(2) Maximum liability.--The maximum liability of the
Corporation, acting as receiver or in any other capacity, to
any person having a claim against the receiver or the payment
stablecoin issuer for which such receiver is appointed shall
equal the amount such claimant would have received if the
Corporation had liquidated the assets and liabilities of such
institution without exercising the Corporation's authority
under subsection (o) of this section.
(j) Limitation on Court Action.--Except as provided in this
section, no court may take any action, except at the request of the
Board of Directors of the Corporation by regulation or order, to
restrain or affect the exercise of powers or functions of the
Corporation as a conservator or a receiver.
(k) Liability of Directors and Officers.--A director or officer of
a payment stablecoin issuer may be held personally liable for monetary
damages in any civil action by, on behalf of, or at the request or
direction of the Corporation, which action is prosecuted wholly or
partially for the benefit of the Corporation--
(1) acting as conservator or receiver of such issuer;
(2) acting based upon a suit, claim, or cause of action
purchased from, assigned by, or otherwise conveyed by such
receiver or conservator; or
(3) for gross negligence, including any similar conduct or
conduct that demonstrates a greater disregard of a duty of care
(than gross negligence) including intentional tortious conduct,
as such terms are defined and determined under applicable State
law, provided that nothing in this paragraph shall impair or
affect any right of the Corporation under other applicable law.
(l) Damages.--In any proceeding related to any claim against a
payment stablecoin issuer's director, officer, employee, agent,
attorney, accountant, appraiser, or any other party employed by or
providing services to a payment stablecoin issuer, recoverable damages
determined to result from the improvident or otherwise improper use or
investment of any payment stablecoin issuer's assets shall include
principal losses and appropriate interest.
(m) Bridge Payment Stablecoin Issuers.--
(1) Organization.--
(A) Purpose.--When 1 or more payment stablecoin
issuers are in default, or when the Corporation
anticipates that 1 or more payment stablecoin issuers
may become in default, the Corporation may, in its
discretion, organize, and the Office of the Comptroller
of the Currency, with respect to 1 or more payment
stablecoin issuers, shall charter, 1 or more depository
institutions, as appropriate, with respect thereto with
the powers and attributes of payment stablecoin issuers
as applicable, subject to the provisions of this
subsection, to be referred to as ``bridge payment
stablecoin issuers''.
(B) Authorities.--Upon the granting of a charter to
a bridge payment stablecoin issuer, the bridge issuer
may--
(i) assume such payment stablecoin assets
and liabilities of the payment stablecoin
issuer that is or are in default or in danger
of default as the Corporation may, in its
discretion, determine to be appropriate; and
(ii) perform any other temporary function
which the Corporation may, in its discretion,
prescribe in accordance with this the Federal
Deposit Insurance Act (12 U.S.C. 1811 et seq.).
(C) Articles of association.--The articles of
association and organization certificate of a bridge
payment stablecoin issuer as approved by the
Corporation shall be executed by 3 representatives
designated by the Corporation.
(D) Interim directors.--A bridge payment stablecoin
issuer shall have an interim board of directors
consisting of not fewer than 5 nor more than 10 members
appointed by the Corporation.
(E) National bank or federal savings association.--
A bridge payment stablecoin issuer shall be organized
as a depository institution under the National Bank Act
(12 U.S.C. 21 et seq.).
(2) Chartering.--
(A) Conditions.--A depository institution may be
chartered by the Comptroller as a bridge payment
stablecoin issuer only if the Board of Directors of the
Corporation determines that--
(i) the amount which is reasonably
necessary to operate such bridge issuer will
not exceed the amount which is reasonably
necessary to save the cost of liquidating,
including paying the liabilities of, 1 or more
payment stablecoin issuers in default or in
danger of default with respect to which the
bridge payment stablecoin issuer is chartered;
(ii) the continued operation of such
payment stablecoin issuer or issuers in default
or in danger of default with respect to which
the bridge payment stablecoin issuer is
chartered is essential to provide continued
services to the customers of the issuer; or
(iii) the continued operation of such
payment stablecoin issuer or issuers in default
or in danger of default with respect to which
the bridge issuer is chartered is in the best
interest of the customer of such issuer or
issuers in default or in danger of default or
the public.
(B) Insured national bank or federal savings
association.--A bridge depository institution shall be
a national payment stablecoin issuer from the time it
is chartered by the Comptroller as a depository
institution.
(C) Bridge bank treated as being in default for
certain purposes.--A bridge payment stablecoin issuer
shall be treated as an issuer in default at such times
and for such purposes as the Corporation may, in its
discretion, determine.
(D) Management.--A bridge payment stablecoin
issuer, upon the granting of its charter, shall be
under the management of a board of directors consisting
of not fewer than 5 nor more than 10 members appointed
by the Corporation.
(E) Bylaws.--The board of directors of a bridge
payment stablecoin issuer shall adopt such bylaws as
may be approved by the Corporation.
(3) Transfer of assets and liabilities.--
(A) In general.--
(i) Transfer upon grant of charter.--Upon
the granting of a charter to a bridge payment
stablecoin issuer pursuant to this subsection,
the Corporation, as receiver, or any other
receiver appointed with respect to any payment
stablecoin issuer in default with respect to
which the bridge payment stablecoin issuer is
chartered may transfer any assets and
liabilities of such issuer in default to the
bridge issuer in accordance with paragraph (1).
(ii) Subsequent transfers.--At any time
after a charter is granted to a bridge payment
stablecoin issuer, the Corporation, as
receiver, or any other receiver appointed with
respect to a payment stablecoin issuer in
default may transfer any assets and liabilities
of such issuer in default as the Corporation
may, in its discretion, determine to be
appropriate in accordance with paragraph (1).
(iii) Effective without approval.--The
transfer of any assets or liabilities of a
payment stablecoin issuer in default
transferred to a bridge payment stablecoin
issuer shall be effective without any further
approval under Federal or State law,
assignment, or consent with respect thereto.
(4) Powers of bridge payment stablecoin issuers.--Each
bridge payment stablecoin issue chartered under this subsection
shall have all corporate powers of, and be subject to the same
provisions of law as, a payment stablecoin issuer that is a
depository institution chartered by the Comptroller, as
appropriate, except that--
(A) the Corporation may--
(i) remove the interim directors and
directors of a bridge issuer;
(ii) fix the compensation of members of the
interim board of directors and the board of
directors and senior management, as determined
by the Corporation in its discretion, of a
bridge issuer; and
(iii) waive any requirement established
under section 5145, 5146, 5147, 5148, or 5149
of the Revised Statutes (relating to directors
of national banks) or section 31 of the Banking
Act of 1933 (12 U.S.C. 71a) which would
otherwise be applicable with respect to
directors of a bridge issuer by operation of
paragraph (2)(B);
(B) the Corporation may indemnify the
representatives for purposes of paragraph (1)(B) and
the interim directors, directors, officers, employees,
and agents of a bridge payment stablecoin issuer on
such terms as the Corporation determines to be
appropriate;
(C) no requirement under any provision of law
relating to the capital of a payment stablecoin issuer
shall apply with respect to a bridge issuer;
(D) the Comptroller of the Currency may establish a
limitation on the extent to which any person may become
indebted to a bridge issuer without regard to the
amount of the bridge issuer's capital or surplus;
(E)(i) the board of directors of a bridge payment
stablecoin issuer shall elect a chairperson who may
also serve in the position of chief executive officer,
except that such person shall not serve either as
chairperson or as chief executive officer without the
prior approval of the Corporation; and
(ii) the board of directors of a bridge payment
stablecoin issuer may appoint a chief executive officer
who is not also the chairperson, except that such
person shall not serve as chief executive officer
without the prior approval of the Corporation;
(F) the Comptroller shall waive any requirement for
a fidelity bond with respect to a bridge payment
stablecoin issuer at the request of the Corporation;
(G) any judicial action to which a bridge payment
stablecoin issuer becomes a party by virtue of its
acquisition of any assets or assumption of any
liabilities of a payment stablecoin issuer in default
shall be stayed from further proceedings for a period
of up to 45 days at the request of the bridge issuer;
(H) no agreement which tends to diminish or defeat
the right, title or interest of a bridge payment
stablecoin issuer in any asset of a payment stablecoin
issuer in default acquired by it shall be valid against
the bridge issuer unless such agreement--
(i) is in writing;
(ii) was executed by such payment
stablecoin issuer in default and the person or
persons claiming an adverse interest
thereunder, including the obligor,
contemporaneously with the acquisition of the
asset by such issuer in default;
(iii) was approved by the board of
directors of such payment stablecoin issuer in
default, which approval shall be reflected in
the minutes of said board; and
(iv) has been, continuously from the time
of its execution, an official record of such
payment stablecoin issuer in default; and
(I) except with the prior approval of the
Corporation, a bridge payment stablecoin issuer may
not, in any transaction or series of transactions,
issue capital stock or be a party to any merger,
consolidation, disposition of assets or liabilities,
sale or exchange of capital stock, or similar
transaction, or change its charter.
(5) Capital.--
(A) No capital required.--The Corporation shall not
be required to--
(i) issue any capital stock on behalf of a
bridge payment stablecoin issuer chartered
under this subsection; or
(ii) purchase any capital stock of a bridge
payment stablecoin issuer.
(B) Capital of insolvent institution.--Upon the
organization of a bridge payment stablecoin issuer, the
capital of the insolvent payment stablecoin issuer
shall be used to fund the operations of the bridge
issuer.
(C) Authority to issue capital stock.--Whenever the
Board of Directors of the Corporation determines it is
advisable to do so, the Corporation shall cause capital
stock of a bridge payment stablecoin issuer to be
issued and offered for sale in such amounts and on such
terms and conditions as the Corporation may, in its
discretion, determine.
(D) Capital levels.--A bridge payment stablecoin
issuer shall not be considered undercapitalized under
any other provision of Federal law.
(6) No federal status.--
(A) Agency status.--A bridge payment stablecoin
issuer shall not be considered an agency,
establishment, or instrumentality of the United States.
(B) Employee status.--Representatives for purposes
of paragraph (1)(C), interim directors, directors,
officers, employees, or agents of a bridge payment
stablecoin issuer shall not be considered, solely by
virtue of service in any such capacity, officers or
employees of the United States. Any employee of the
Corporation or of any Federal instrumentality who
serves at the request of the Corporation as a
representative for purposes of paragraph (1)(C),
interim director, director, officer, employee, or agent
of a bridge payment stablecoin issuer shall not--
(i) solely by virtue of service in any such
capacity lose any existing status as an officer
or employee of the United States for purposes
of title 5, United States Code, or any other
provision of law; or
(ii) receive any salary or benefits for
service in any such capacity with respect to a
bridge payment stablecoin issuer in addition to
such salary or benefits as are obtained through
employment with the Corporation or such Federal
instrumentality.
(7) Duration of bridge payment stablecoin issuer.--Subject
to paragraphs (8) and (9), the status of a bridge payment
stablecoin issuer as such shall terminate at the end of the 2-
year period following the date it was granted a charter. The
Board of Directors of the Corporation may, in its discretion,
extend the status of the bridge payment stablecoin issuer as
such for 3 additional 1-year periods.
(8) Termination of bridge payment stablecoin issuer
status.--The status of any bridge payment stablecoin issuer as
such shall terminate upon the earliest of--
(A) the merger or consolidation of the bridge
issuer with a payment stablecoin issuer that is not a
bridge issuer;
(B) at the election of the Corporation, the sale of
a majority of the capital stock of the bridge payment
stablecoin issuer to an entity other than the
Corporation and other than another bridge issuer;
(C) the sale of 80 percent, or more, of the capital
stock of the bridge payment stablecoin issuer to an
entity other than the Corporation and other than
another bridge issuer;
(D) at the election of the Corporation, either the
assumption of all or substantially all of the payment
stablecoin liabilities of the bridge payment stablecoin
issuer by another payment stablecoin issuer, or the
acquisition of all or substantially all of the assets
of the bridge issuer by a payment stablecoin issuer
that is not a bridge issuer, or other entity as
permitted under applicable law; and
(E) the expiration of the period provided in
paragraph (7), or the earlier dissolution of the bridge
payment stablecoin issuer as provided in paragraph
(10).
(9) Effect of termination events.--
(A) Merger or consolidation.--A bridge payment
stablecoin issuer that participates in a merger or
consolidation as provided in paragraph (8)(A) shall be
for all purposes a payment stablecoin issuer that is a
depository institution under the supervision and
regulation of the Comptroller, as the case may be, with
all the rights, powers, and privileges thereof, and
such merger or consolidation shall be conducted in
accordance with, and shall have the effect provided in,
the provisions of applicable law.
(B) Charter conversion.--Following the sale of a
majority of the capital stock of the bridge payment
stablecoin issuer as provided in paragraph (8)(B), the
Corporation may amend the charter of the bridge payment
stablecoin issuer to reflect the termination of the
status of the bridge issuer as such, whereupon the
issuer shall remain a depository institution under the
supervision of the Comptroller, as the case may be,
with all of the rights, powers, and privileges thereof,
subject to all laws and regulations applicable thereto.
(C) Sale of stock.--Following the sale of 80
percent or more of the capital stock of a bridge
payment stablecoin issuer as provided in paragraph
(8)(C), the payment stablecoin issuer shall remain a
depository institution that is a payment stablecoin
issuer under the supervision of the Comptroller, with
all of the rights, powers, and privileges thereof,
subject to all laws and regulations applicable thereto.
(D) Assumption of liabilities and sale of assets.--
Following the assumption of all or substantially all of
the liabilities of the bridge payment stablecoin
issuer, or the sale of all or substantially all of the
assets of the bridge issuer, as provided in paragraph
(8)(D), at the election of the Corporation, the bridge
issuer may retain its status as such for the period
provided in paragraph (7).
(E) Amendments to charter.--Following the
consummation of a transaction described in subparagraph
(A), (B), (C), or (D) of paragraph (8), the charter of
the resulting issuer shall be amended to reflect the
termination of bridge payment stablecoin issuer status,
if appropriate.
(10) Dissolution of bridge payment stablecoin issuer.--
(A) In general.--Notwithstanding any other
provision of State or Federal law, if the bridge
payment stablecoin issuer's status as such has not
previously been terminated by the occurrence of an
event specified in subparagraph (A), (B), (C), or (D)
of paragraph (8)--
(i) the Board of Directors of the
Corporation may, in its discretion, dissolve a
bridge payment stablecoin issuer in accordance
with this paragraph at any time; and
(ii) the Board of Directors of the
Corporation shall promptly commence dissolution
proceedings in accordance with this paragraph
upon the expiration of the 2-year period
following the date the bridge payment
stablecoin issuer was chartered, or any
extension thereof, as provided in paragraph
(7).
(B) Procedures.--The Comptroller shall appoint the
Corporation as receiver for a bridge payment stablecoin
issuer upon certification by the Board of Directors of
the Corporation to the Comptroller of its determination
to dissolve the bridge issuer. The Corporation as such
receiver shall wind up the affairs of the bridge
issuer. With respect to any such bridge payment
stablecoin issuer, the Corporation as such receiver
shall have all the rights, powers, and privileges and
shall perform the duties related to the exercise of
such rights, powers, or privileges granted by law to a
receiver of payment stablecoin issuers and
notwithstanding any other provision of law in the
exercise of such rights, powers, and privileges the
Corporation shall not be subject to the direction or
supervision of any State agency or other Federal
agency.
(11) Multiple bridge payment stablecoin issuers.--Subject
to paragraph (1)(B)(i), the Corporation may, in the
Corporation's discretion, organize 2 or more bridge payment
stablecoin issuers under this subsection to assume any payment
stablecoin liabilities, and purchase any assets of a single
payment stablecoin issuer in default.
(n) Supervisory Records.--Whenever the Corporation has been
appointed as receiver for a payment stablecoin issuer, the Comptroller
or State bank supervisor, and the Board, shall make available all
supervisory records to the receiver which may be used by the receiver
in any manner the receiver determines to be appropriate.
(o) Certain Sales of Assets Prohibited.--
(1) Persons who engaged in improper conduct with, or caused
losses to, payment stablecoin issuers.--The Corporation shall
prescribe regulations which, at a minimum, shall prohibit the
sale of assets of a failed payment stablecoin issuer by the
Corporation to--
(A) any person who--
(i) has defaulted, or was a member of a
partnership or an officer or director of a
corporation that has defaulted, on 1 or more
obligations the aggregate amount of which
exceed $1,000,000, to such failed payment
stablecoin issuer; and
(ii) proposes to purchase any such asset in
whole or in part through the use of the
proceeds of a loan or advance of credit from
the Corporation or from any institution for
which the Corporation has been appointed as
conservator or receiver;
(B) any person who participated, as an officer or
director of such failed issuer or of any affiliate of
such issuer, in a material way in transactions that
resulted in a substantial loss to such failed issuer;
(C) any person who has been removed from, or
prohibited from participating in the affairs of, such
failed issuer pursuant to any final enforcement action
by the Comptroller, State bank supervisor or the Board;
or
(D) any person who has demonstrated a pattern or
practice of defalcation regarding obligations to such
failed issuer.
(2) Convicted debtors.--Except as provided in paragraph
(3), any person who has been convicted of an offense under
section 215, 656, 657, 1005, 1006, 1007, 1008, 1014, 1032,
1341, 1343, or 1344 of title 18, United States Code, or of
conspiring to commit such an offense, affecting any payment
stablecoin issuer for which the Corporation was appointed
conservator or receiver, may not purchase any asset of such
institution from the Corporation as conservator or receiver.
(3) Settlement of claims.--Paragraphs (1) and (2) shall not
apply to the sale or transfer by the Corporation of any asset
of any payment stablecoin issuer to any person if the sale or
transfer of the asset resolves or settles, or is part of the
resolution or settlement, of--
(A) 1 or more claims that have been, or could have
been, asserted by the Corporation against the person;
or
(B) obligations owed by the person to any payment
stablecoin issuer or the Corporation.
(p) Expedited Procedures for Certain Claims.--
(1) Time for filing notice of appeal.--The notice of appeal
of any order, whether interlocutory or final, entered in any
case brought by the Corporation against a payment stablecoin
issuer's director, officer, employee, agent, attorney,
accountant, or appraiser or any other person employed by or
providing services to a payment stablecoin issuer shall be
filed not later than 30 days after the date of entry of the
order. The hearing of the appeal shall be held not later than
120 days after the date of the notice of appeal. The appeal
shall be decided not later than 180 days after the date of the
notice of appeal.
(2) Scheduling.--Consistent with section 1657 of title 28,
United States Code, a court of the United States shall expedite
the consideration of any case brought by the Corporation
against a payment stablecoin issuer's director, officer,
employee, agent, attorney, accountant, or appraiser or any
other person employed by or providing services to the issuer.
As far as practicable, the court shall give such case priority
on its docket.
(3) Judicial discretion.--The court may modify the schedule
and limitations stated in paragraphs (1) and (2) in a
particular case, based on a specific finding that the ends of
justice that would be served by making such a modification
would outweigh the best interest of the public in having the
case resolved expeditiously.
(q) Foreign Investigations.--The Corporation, as conservator or
receiver of a payment stablecoin and for purposes of carrying out any
power, authority, or duty with respect to an issuer--
(1) may request the assistance of any foreign banking
authority and provide assistance to any foreign banking
authority in accordance with section 8(v) of the Federal
Deposit Insurance Act (12 U.S.C. 1818(v)); and
(2) may each maintain an office to coordinate foreign
investigations or investigations on behalf of foreign banking
authorities.
(r) Prohibition on Entering Secrecy Agreements and Protective
Orders.--The Corporation may not enter into any agreement or approve
any protective order which prohibits the Corporation from disclosing
the terms of any settlement of an administrative or other action for
damages or restitution brought by the Corporation in its capacity as
conservator or receiver for a payment stablecoin issuer.
(s) Agencies May Share Information Without Waiving Privilege.--
(1) In general.--A covered agency, in any capacity, shall
not be deemed to have waived any privilege applicable to any
information by transferring that information to or permitting
that information to be used by--
(A) any other covered agency, in any capacity; or
(B) any other agency of the Federal Government (as
defined in section 6 of title 18, United States Code).
(2) Definitions.--For purposes of this subsection:
(A) Covered agency.--The term ``covered agency''
means any of the following:
(i) Any Federal banking agency or State
bank supervisor.
(ii) The Farm Credit Administration.
(iii) The Farm Credit System Insurance
Corporation.
(iv) The National Credit Union
Administration.
(v) The Government Accountability Office.
(vi) The Bureau of Consumer Financial
Protection.
(vii) The Federal Housing Finance Agency.
(B) Privilege.--The term ``privilege'' includes any
work-product, attorney-client, or other privilege
recognized under Federal or State law.
(3) Rule of construction.--Paragraph (1) shall not be
construed as implying that any person waives any privilege
applicable to any information because paragraph (1) does not
apply to the transfer or use of that information.
SEC. 10. CONFORMING AMENDMENTS.
(a) Title 11.--Section 109(b)(2) of title 11, United States Code,
is amended to read as follows:
``(2) a domestic insurance company, bank (as defined in
section 3 of the Federal Deposit Insurance Act (12 U.S.C.
1813)), savings bank, cooperative bank, savings and loan
association, building and loan association, depository
institution, homestead association, a New Markets Venture
Capital company as defined in section 351 of the Small Business
Investment Act of 1958 (15 U.S.C. 689), a small business
investment company licensed by the Small Business
Administration under section 301 of the Small Business
Investment Act of 1958 (15 U.S.C. 681), credit union, payment
stablecoin issuer (as defined in section __01 of the Lummis-
Gillibrand Payment Stablecoin Act), or industrial bank or
similar institution that is an insured bank (as defined in
section 3(h) of the Federal Deposit Insurance Act (12 U.S.C.
1813(h)); or''.
(b) Federal Deposit Insurance Act.--Section 13(e)(1) of the Federal
Deposit Insurance Act (12 U.S.C. 1823(e)(1)) is amended--
(1) in the matter preceding subparagraph (A), by inserting
``or a payment stablecoin issuer'' after ``any insured
depository institution'';
(2) in subparagraph (B), by inserting ``or the payment
stablecoin issuer'' after ``the depository institution'' each
place it appears;
(3) in subparagraph (C), by striking the ``the depository
institution or its loan committee'' and inserting ``the
depository institution (or its loan committee) or a payment
stablecoin issuer''; and
(4) in subparagraph (D), by inserting ``or the payment
stablecoin issuer'' after ``the depository institution''.
SEC. 11. ENFORCEMENT.
(a) Civil Action.--The applicable payment stablecoin regulator may
bring an action in the appropriate district court of the United States,
or the court of any territory of the United States, to seek an order
for the enforcement of this Act and such court shall have jurisdiction
and power to order and require compliance herewith, including through
injunctive relief.
(b) Prohibition on Unauthorized Participation by Convicted
Individuals.--
(1) In general.--No person who has been convicted of any
criminal offense involving insider trading, embezzlement,
cybercrime, money laundering, or financing of terrorism, or of
felony financial fraud may serve as an executive officer or a
person with control of more than 5 percent of the shares of a
payment stablecoin issuer.
(2) Waiver; exceptions.--The Board shall provide by rule a
process to apply for a waiver of the prohibition under
paragraph (1) and may provide for de minimis exceptions to the
prohibition under such paragraph that would not require a
waiver.
(c) Suspension or Revocation.--The applicable payment stablecoin
regulator may prohibit a payment stablecoin issuer from issuing payment
stablecoins under a registration or authorization if the regulator
determines that the payment stablecoin issuer, or an institution-
affiliated party, is--
(1) violating or has violated an applicable law,
regulation, or order;
(2) violating or has violated any condition imposed in
writing by the Comptroller, State bank supervisor, or Board in
connection with a written agreement entered into between the
payment stablecoin issuer and the appropriate regulator or a
condition imposed in connection with any application or other
request; or
(3) operating in an unsafe or unsound manner.
(d) Cease-and-Desist Proceedings.--If the applicable payment
stablecoin regulator has reasonable cause to believe that a payment
stablecoin issuer or any institution-affiliated party is violating or
has violated this Act, any rule or order issued pursuant to this Act,
or any written agreement entered into with the Comptroller, State bank
supervisor, or Board, or condition imposed in writing in connection
with any application or other request, the applicable payment
stablecoin regulator may, by provisions that are mandatory or
otherwise, order the payment stablecoin issuer or institution-
affiliated party of the payment stablecoin issuer to--
(1) cease and desist from such violation or practice;
(2) take affirmative action to correct the conditions
resulting from any such violation or practice; or
(3) take such other action, as determined to be
appropriate.
(e) Removal and Prohibition Authority.--The applicable payment
stablecoin regulator may remove an institution-affiliated party from
their position or office or prohibit further participation of the
institution-affiliated party in the affairs of the payment stablecoin
issuer or in the affairs of all payment stablecoin issuers if the
applicable payment stablecoin regulator determines that--
(1) the institution-affiliated party has, directly or
indirectly, committed a violation or attempted violation of
this Act;
(2) the institution-affiliated party has committed a
violation of any provision of sub-chapter II of chapter 53 of
title 31, United States Code; or
(3) the institution-affiliated party is otherwise
disqualified pursuant to subsection (b).
(f) Enforcement and Penalty Authorities With Respect to Safety and
Soundness.--With respect to a payment stablecoin issuer, if the
applicable payment stablecoin regulator has reasonable cause to believe
that the payment stablecoin issuer or an institution-affiliated party
of the payment stablecoin issuer is engaging or has engaged in an
unsafe or unsound practice, the applicable payment stablecoin regulator
shall have the same authorities and responsibilities as the Federal
Deposit Insurance Corporation with respect to an insured depository
institution and an institution-affiliated party under section 8 of the
Federal Deposit Insurance Act (12 U.S.C. 1818).
(g) Procedure.--
(1) Notice.--For each violation or attempted violation of
this Act, the applicable payment stablecoin regulator shall
provide notice to the payment stablecoin issuer and any
institution-affiliated party of the payment stablecoin issuer,
which shall include--
(A) a statement of facts constituting the
identified violation or attempted violation; and
(B) a notice of a hearing that will be held with
respect to the violation or attempted violation,
including the time and place of the hearing, that is
set not less than 30 days after the date of the notice.
(2) Hearing.--A hearing described in paragraph (1) shall be
held in a Federal judicial district or in the territory in
which the payment stablecoin issuer or institution-affiliated
party is located, unless the issuer or institution-affiliated
party consents to another place, and shall be conducted in
accordance with the provisions of chapter 5 of title 5, United
States Code.
(3) Written decision.--Not later than 90 days after the
applicable payment stablecoin regulator has notified the
parties that the case has been submitted for a final decision,
the applicable payment stablecoin regulator shall render a
written decision that includes a statement of the findings of
fact upon which the decision is predicated and shall be served
upon each party to the proceeding an order or orders consistent
with the provisions of this section.
(4) Orders.--An order issued under this subsection shall--
(A) be effective as of the date set by the
appropriate payment stablecoin regulator after the date
of the decision, except in the case of a cease-and-
desist order issued upon consent, which shall become
effective at the time specified therein; and
(B) remain effective and enforceable as provided in
the order, except to such extent as it is stayed,
modified, terminated, or set aside by the action of a
regulator or a reviewing court.
(5) Appearance.--Unless a payment stablecoin issuer or
institution-affiliated party of such issuer appears at the
hearing, personally or by a duly authorized representative,
such issuer or party shall be deemed to have consented to the
suspension or revocation of registration or authorization, a
cease-and-desist order, or removal, as applicable.
(h) Judicial Review.--
(1) In general.--With respect to a final order under this
section not issued by consent of a payment stablecoin issuer or
an institution-affiliated party, an aggrieved person may, not
later than 30 days after the date of service of the order and
written decision, file a petition for review in an appropriate
court of appeals of the United States, or in the United States
Court of Appeals for the District of Columbia Circuit to
request that the order be modified, terminated, or set aside.
(2) Transmission of the record.--Upon the filing of a
petition under paragraph (1) with the appropriate court, the
clerk of that court shall transmit a copy of the petition to
the applicable payment stablecoin regulator which shall
transmit to the court the record of the proceeding relating to
the petition, as provided in section 2112 of title 28, United
States Code.
(3) Exclusive jurisdiction.--
(A) In general.--Upon the filing of a petition
under paragraph (1) with the appropriate court, that
court shall have exclusive jurisdiction to--
(i) review the final action, as provided in
chapter 7 of title 5, United States Code; and
(ii) affirm, modify, terminate, or set
aside, in whole or in part, the applicable
order.
(B) Final judgement.--Except upon review by the
Supreme Court upon writ of certiorari, as provided in
section 1254 of title 28, United States Code, the
judgment and decree of the court is final.
(i) Commencement of Proceedings Not Treated as a Stay.--
(1) In general.--The commencement of proceedings for
judicial review under subsection (h) shall not, unless
specifically ordered by the appropriate court, operate as a
stay of any order.
(2) Enforcement.--The applicable payment stablecoin
regulator may, in its discretion, apply to the appropriate
United States district court or the United States court of any
territory, for the enforcement of any effective and outstanding
notice or order issued under this section, and such court shall
have jurisdiction and power to order and require compliance
herewith, but, except as otherwise provided in this section, no
court shall have jurisdiction to affect by injunction or
otherwise the issuance or enforcement of any notice or order
under this section, or to review, modify, suspend, terminate,
or set aside any such notice or order.
(j) Temporary Cease and Desist Proceedings.--
(1) In general.--If the applicable payment stablecoin
regulator determines that a violation or attempted violation
identified under this section, or the continuation thereof, is
likely to cause a receivership, insolvency, or significant
dissipation of assets or earnings of a payment stablecoin
issuer, or is likely to weaken the condition of the payment
stablecoin issuer or otherwise prejudice the interests of its
customers prior to the completion of the proceedings conducted
pursuant to subsection (h), the applicable payment stablecoin
regulator may issue a temporary order requiring a payment
stablecoin issuer or institution-affiliated party to cease and
desist from any such violation or practice and to take
affirmative action to prevent or remedy such receivership,
insolvency, dissipation, condition, or prejudice pending
completion of such proceedings.
(2) Effective date.--An order described under paragraph (1)
shall become effective upon service on the payment stablecoin
issuer or the institution-affiliated party and, unless set
aside, limited, or suspended by a court, remain effective and
enforceable pending the completion of the administrative
proceedings pursuant to such notice and until such time as the
applicable payment stablecoin regulator removes the suspension
or the cease-and-desist order has expired.
(k) Judicial Review.--Not later than 10 days after the date a
payment stablecoin issuer concerned or any institution-affiliated party
has been served with a temporary cease-and-desist order, the payment
stablecoin issuer or such party may apply to the appropriate United
States district court, or the United States District Court for the
District of Columbia, for an injunction setting aside, limiting, or
suspending the enforcement, operation, or effectiveness of such order
pending the completion of the administrative proceeding pursuant to the
notice of charges served upon the payment stablecoin issuer or such
party under subsection (g)(4), and such court shall have jurisdiction
to issue such injunction.
(l) Enforcement of Temporary Cease and Desist Orders.--In the case
of a violation or attempted violation of, or failure to obey, a
temporary cease-and-desist order issued pursuant to this section, the
applicable payment stablecoin regulator may apply to the appropriate
United States district court, or the United States court of any
territory, for an injunction to enforce such order, and, if the court
determines that there has been such violation or attempted violation or
failure to obey, it shall be the duty of the court to issue such
injunction.
(m) Failure To Register or Be Authorized.--Any payment stablecoin
issuer that fails to obtain the applicable registration or
authorization under this Act, or an institution-affiliated party that
knowingly participates in such a failure, shall be liable for a civil
penalty of not more than $1,000,000 to the Board for each day during
which such failure continues. The Board may also seek appropriate
relief under subsection (a) for failure of a payment stablecoin issuer
or other person to register or be authorized under section 6 or 7, as
appropriate.
(n) First Tier Civil Monetary Penalties.--Except as provided in
subsection (m), a payment stablecoin issuer or institution-affiliated
party of such payment stablecoin issuer that violates this Act or any
rule or order issued pursuant to this Act, or that violates any
condition imposed in writing in connection with a written agreement
entered into between the payment stablecoin issuer and the applicable
payment stablecoin regulator, or a condition imposed in connection with
any application or other request, shall be liable for a civil penalty
of up to $100,000 for each day during which the violation continues.
(o) Second Tier Civil Monetary Penalties.--Except as provided in
subsection (m), a payment stablecoin issuer or any institution-
affiliated party of such payment stablecoin issuer that knowingly
participates in a violation of any provision of this Act, or any rule
or order issued pursuant thereto, is liable for a civil penalty of up
to an additional $100,000 for each day during which the violation
continues.
(p) Civil Monetary Penalty Procedure.--
(1) Assessment and collection.--Any civil monetary penalty
imposed under this section may be assessed and collected by the
applicable payment stablecoin regulator by following the
procedure set forth under subsection (g).
(2) Deadline.--The applicable payment stablecoin regulator
may commence an action for a civil penalty resulting from a
violation of this Act at any time before the end of the 6-year
period beginning on the date of such violation.
(q) Enforcement of Civil Monetary Penalties.--
(1) In general.--If a payment stablecoin issuer or
institution-affiliated party fails to pay a civil monetary
penalty assessed under this section, the applicable payment
stablecoin regulator shall recover the amount assessed by
action in the appropriate United States district court. The
validity and appropriateness of a civil monetary penalty
assessed under this section shall not be subject to review.
(2) Restraining order.--In any action brought pursuant to
this subsection, or in an action brought in aid of, or to
enforce an order in, any administrative or other civil action
for money damages, restitution, or civil money penalties, the
court may, upon application, issue a restraining order that--
(A) prohibits any person subject to the proceeding
from withdrawing, transferring, removing, dissipating,
or disposing of any assets; and
(B) appoints a temporary receiver to administer the
restraining order.
(r) Notice Under This Section After Separation From Service.--The
resignation, termination of employment or participation, or separation
of an institution-affiliated party (including a separation caused by
the closing of a payment stablecoin issuer) shall not affect the
jurisdiction and authority of the applicable payment stablecoin
regulator to issue any notice or order and proceed under this section
against any such party, if such notice or order is served before the
end of the 6-year period beginning on the date such party ceased to be
an institution-affiliated party with respect to the payment stablecoin
issuer.
(s) Exercise of Authority.--
(1) In general.--In exercising authority under this section
with respect to a depository institution that issues a payment
stablecoin under section 7 of this Act, the Comptroller or
State bank supervisor, as applicable, and the Board shall
endeavor to act jointly whenever possible.
(2) Consultation.--
(A) Initial consultation required.--Prior to
opening an investigation, beginning the process of an
enforcement action or exercising other authority under
this section, the applicable payment stablecoin
regulator shall provide notice and consult with the
other applicable regulator relating to the necessity
and scope of the action.
(B) Exercise of authority.--After an initial
consultation under this paragraph, the applicable
payment stablecoin regulator may exercise authority
independently under this section, but shall keep the
other applicable regulator reasonably informed about
the progress of the action and shall provide not less
than 7 days' prior notice of the timing and scope of
the final action.
SEC. 12. INTEROPERABILITY STANDARDS.
The Board, in consultation with the Comptroller, State bank
supervisors, the National Institute of Standards and Technology and
other relevant standard setting organizations, shall assess and, if
necessary, may, pursuant to section 553 of title 5, United States Code,
and in a manner consistent with the utilization of consensus technical
standards under section 12(d) of the National Technology Transfer and
Advancement Act of 1995 (15 U.S.C. 272 note), prescribe standards for
payment stablecoin issuers and payment stablecoin service providers to
promote compatibility and interoperability among payment stablecoin
systems and between payment stablecoin systems and other payment
systems, including mandatory or minimum technical or legal
specifications that enable participants in one payment system to clear
and settle payments across payment systems without participating
directly in multiple payment systems.
SEC. 13. RESERVATION OF AUTHORITY.
(a) Limitation of Authority.--Nothing in this Act shall limit the
authority of the Board, Comptroller, State bank supervisors, the
Secretary of the Treasury, the Bureau of Consumer Financial Protection,
the Securities and Exchange Commission, or the Commodity Futures
Trading Commission under any provision of law with respect to any
person subject to this Act.
(b) Effect on State Laws.--The provisions of this Act and rules
issued pursuant to this Act shall not preempt a law of a State except
to the extent such law conflicts with the provisions of this Act, and
then only to the extent of such conflict.
(c) Antitrust Savings Clause.--Nothing in this Act shall be
construed to modify, impair, or supersede the operation of any of the
Federal antitrust laws, as defined in subsection (a) of the first
section of the Clayton Act (15 U.S.C. 12(a)) or statutes proscribing
unfair or deceptive acts or practices, as defined in section 5(a)(4) of
the Federal Trade Commission Act (15 U.S.C. 45(a)(4)).
(d) Insured Depository Institution Savings Clause.--Nothing in this
Act shall be construed to limit the authority of an insured depository
institution (as defined in section 3 of the Federal Deposit Insurance
Act (12 U.S.C. 1813)) to engage in activities permissible pursuant to
applicable State and Federal law, including accepting or receiving
deposits and issuing crypto assets that represent, and have the same
legal standing as, deposits, or to limit the authority of the Federal
banking agencies to interpret or establish limitations and conditions
on such activities.
SEC. 14. ACCOUNTING TREATMENT OF CUSTODIAL ASSETS.
Crypto assets properly held in a custodial account shall not be
considered assets or liabilities of the custodian for any purpose and
shall be maintained on an off-balance sheet basis, including for the
purpose of accounting treatment for the custodian, notwithstanding the
form in which the assets are maintained, and for the purposes of the
capital calculations of depository institutions and all other financial
institutions.
SEC. 15. EFFECTIVE DATE; IMPLEMENTATION AND RULES.
(a) Effective Date.--This Act shall take effect on the earlier of--
(1) the date that is 540 days after the date of enactment
of this Act; or
(2) the date that is 90 days after the date on which the
Board--
(A) issues final rules implementing this Act; and
(B) notifies Congress and the public that final
rules have been issued.
(b) Transitional Provisions for Existing Non-Depository
Institutions.--
(1) Application priority.--An application for authorization
under this Act of a State non-depository trust company, or the
holder of a State license that only persons engaged in crypto
asset activities may obtain, which was chartered or issued
under the laws of a State and granted permission by its
regulator to issue payment stablecoins before May 1, 2024,
shall be approved by the Board before an application from
another entity that is filed on or after May 1, 2024.
(2) Approval.--An application described in paragraph (1),
shall be approved unless the Board finds, by unanimous vote of
all members, that the non-depository institution is unlikely to
come into compliance with the requirements of section 6(b) not
later than 1 year after the effective date of this Act under
subsection (a).
(3) Issuance permitted.--A State non-depository trust
company or holder of a State license to which this subsection
applies may continue with issuance, redemption and other
similar activities relating to a payment stablecoin under this
subsection under this subsection until its application is
approved or denied by the Board.
(c) Transitional Provisions for Existing Depository Institutions.--
(1) Application priority.--The application of a depository
institution for authorization to become a national payment
stablecoin issuer under section 7 of this Act, which was
chartered and granted permission by its regulator to issue
payment stablecoins before May 1, 2024, shall be decided upon
by the Board before any other application for authorization to
become a national payment stablecoin issuer which is filed on
or after May 1, 2024.
(2) Deemed approved.--The application described in
paragraph (1) shall be deemed approved unless the Board finds,
by unanimous vote of all members, that the depository
institution is unlikely to come into compliance with the
requirements of section 7(b) not later than 1 year after the
date of enactment of this Act.
(3) Issuance permitted.--A depository institution to which
this subsection applies may continue with issuance, redemption
and other similar activities relating to a payment stablecoin
under this subsection until its application is approved or
denied by the Board.
(d) Findings Relating to Certain Activities.--Congress finds the
following:
(1) In determining whether an activity is financial in
nature under the Bank Holding Company Act (12 U.S.C. 1841 et
seq.), Congress has required the Board under such Act to--
(A) consider changes or reasonably expected changes
in the marketplace in which financial companies
compete;
(B) consider changes or reasonably expected changes
in the technology for delivering financial services;
and
(C) consider the ability of financial companies to
compete effectively and efficiently to deliver
information and services that are financial in nature
through the use of technological means, including any
application necessary to protect the security or
efficacy of systems for the transmission of data or
financial transactions.
(2) Lending, exchanging, transferring, investing for
others, and safeguarding money and crypto assets, and
activities incidental to these functions, are analogous to
similar activities permissible for banks under the Bank Holding
Company Act (12 U.S.C. 1841 et seq.).
(3) The activities described in paragraph (2) shall be
deemed financial in nature, or incidental to a financial
activity, under the Bank Holding Company Act (12 U.S.C. 1841 et
seq.) for purposes of section 5 of this Act.
(e) Report on Rulemaking Status.--Not later than 180 days after the
effective date of this Act under subsection (a), the Board shall submit
to the Committee on Banking, Housing, and Urban Affairs of the Senate
and the Committee on Financial Services of the House of Representatives
a status update on the development of the rulemaking under this Act.
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