[Congressional Record Volume 163, Number 59 (Wednesday, April 5, 2017)]
[House]
[Pages H2715-H2720]
From the Congressional Record Online through the Government Publishing Office [www.gpo.gov]




              FINANCIAL INSTITUTION BANKRUPTCY ACT OF 2017

  Mr. GOODLATTE. Mr. Speaker, I move to suspend the rules and pass the 
bill (H.R. 1667) to amend title 11 of the United States Code in order 
to facilitate the resolution of an insolvent financial institution in 
bankruptcy, as amended.
  The Clerk read the title of the bill.
  The text of the bill is as follows:

                                H.R. 1667

       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 ``Financial Institution 
     Bankruptcy Act of 2017''.

     SEC. 2. GENERAL PROVISIONS RELATING TO COVERED FINANCIAL 
                   CORPORATIONS.

       (a) Definition.--Section 101 of title 11, United States 
     Code, is amended by inserting the following after paragraph 
     (9):
       ``(9A) The term `covered financial corporation' means any 
     corporation incorporated or organized under any Federal or 
     State law, other than a stockbroker, a commodity broker, or 
     an entity of the kind specified in paragraph (2) or (3) of 
     section 109(b), that is--
       ``(A) a bank holding company, as defined in section 2(a) of 
     the Bank Holding Company Act of 1956; or
       ``(B) a corporation that exists for the primary purpose of 
     owning, controlling and financing its subsidiaries, that has 
     total consolidated assets of $50,000,000,000 or greater, and 
     for which, in its most recently completed fiscal year--
       ``(i) annual gross revenues derived by the corporation and 
     all of its subsidiaries from activities that are financial in 
     nature (as defined in section 4(k) of the Bank Holding 
     Company Act of 1956) and, if applicable, from the ownership 
     or control of one or more insured depository institutions, 
     represents 85 percent or more of the consolidated annual 
     gross revenues of the corporation; or
       ``(ii) the consolidated assets of the corporation and all 
     of its subsidiaries related to activities that are financial 
     in nature (as defined in section 4(k) of the Bank Holding 
     Company Act of 1956) and, if applicable, related to the 
     ownership or control of one or more insured depository 
     institutions, represents 85 percent or more of the 
     consolidated assets of the corporation.''.
       (b) Applicability of Chapters.--Section 103 of title 11, 
     United States Code, is amended by adding at the end the 
     following:
       ``(l) Subchapter V of chapter 11 of this title applies only 
     in a case under chapter 11 concerning a covered financial 
     corporation.''.
       (c) Who May Be a Debtor.--Section 109 of title 11, United 
     States Code, is amended--
       (1) in subsection (b)--
       (A) in paragraph (2), by striking ``or'' at the end;
       (B) in paragraph (3)(B), by striking the period at the end 
     and inserting ``; or''; and
       (C) by adding at the end the following:
       ``(4) a covered financial corporation.''; and
       (2) in subsection (d)--
       (A) by striking ``and'' before ``an uninsured State member 
     bank'';
       (B) by striking ``or'' before ``a corporation''; and
       (C) by inserting ``, or a covered financial corporation'' 
     after ``Federal Deposit Insurance Corporation Improvement Act 
     of 1991''.
       (d) Conversion to Chapter 7.--Section 1112 of title 11, 
     United States Code, is amended by adding at the end the 
     following:
       ``(g) Notwithstanding section 109(b), the court may convert 
     a case under subchapter V to a case under chapter 7 if--
       ``(1) a transfer approved under section 1185 has been 
     consummated;
       ``(2) the court has ordered the appointment of a special 
     trustee under section 1186; and
       ``(3) the court finds, after notice and a hearing, that 
     conversion is in the best interest of the creditors and the 
     estate.''.
       (e)(1) Section 726(a)(1) of title 11, United States Code, 
     is amended by inserting after ``first,'' the following: ``in 
     payment of any unpaid fees, costs, and expenses of a special 
     trustee appointed under section 1186, and then''.
       (2) Section 1129(a) of title 11, United States Code, is 
     amended by inserting after paragraph (16) the following:
       ``(17) In a case under subchapter V, all payable fees, 
     costs, and expenses of the special trustee have been paid or 
     the plan provides for the payment of all such fees, costs, 
     and expenses on the effective date of the plan.
       ``(18) In a case under subchapter V, confirmation of the 
     plan is not likely to cause serious adverse effects on 
     financial stability in the United States.''.
       (f) Section 322(b)(2) of title 11, United States Code, is 
     amended by striking ``The'' and inserting ``In cases under 
     subchapter V, the United States trustee shall recommend to 
     the court, and in all other cases, the''.

     SEC. 3. LIQUIDATION, REORGANIZATION, OR RECAPITALIZATION OF A 
                   COVERED FINANCIAL CORPORATION.

       Chapter 11 of title 11, United States Code, is amended by 
     adding at the end the following:

 ``SUBCHAPTER V--LIQUIDATION, REORGANIZATION, OR RECAPITALIZATION OF A 
                     COVERED FINANCIAL CORPORATION

     ``Sec. 1181. Inapplicability of other sections

       ``Sections 303 and 321(c) do not apply in a case under this 
     subchapter concerning a covered financial corporation. 
     Section 365 does not apply to a transfer under section 1185, 
     1187, or 1188.

     ``Sec. 1182. Definitions for this subchapter

       ``In this subchapter, the following definitions shall 
     apply:
       ``(1) The term `Board' means the Board of Governors of the 
     Federal Reserve System.
       ``(2) The term `bridge company' means a newly formed 
     corporation to which property of the estate may be 
     transferred under section 1185(a) and the equity securities 
     of which may be transferred to a special trustee under 
     section 1186(a).
       ``(3) The term `capital structure debt' means all unsecured 
     debt of the debtor for borrowed money for which the debtor is 
     the primary obligor, other than a qualified financial 
     contract and other than debt secured by a lien on property of 
     the estate that is to be transferred to a bridge company 
     pursuant to an order of the court under section 1185(a).
       ``(4) The term `contractual right' means a contractual 
     right of a kind defined in section 555, 556, 559, 560, or 
     561.
       ``(5) The term `qualified financial contract' means any 
     contract of a kind defined in paragraph (25), (38A), (47), or 
     (53B) of section 101, section 741(7), or paragraph (4), (5), 
     (11), or (13) of section 761.
       ``(6) The term `special trustee' means the trustee of a 
     trust formed under section 1186(a)(1).

     ``Sec. 1183. Commencement of a case concerning a covered 
       financial corporation

       ``(a) A case under this subchapter concerning a covered 
     financial corporation may be commenced by the filing of a 
     petition with the court by the debtor under section 301 only 
     if the debtor states to the best of its knowledge under 
     penalty of perjury in the petition that it is a covered 
     financial corporation.
       ``(b) The commencement of a case under subsection (a) 
     constitutes an order for relief under this subchapter.
       ``(c) The members of the board of directors (or body 
     performing similar functions) of a covered financial 
     corporation shall have no liability to shareholders, 
     creditors, or other parties in interest for a good faith 
     filing of a petition to commence a case under this 
     subchapter, or for any reasonable action taken in good faith 
     in contemplation of such a petition or a transfer under 
     section 1185 or section 1186, whether prior to or after 
     commencement of the case.
       ``(d) Counsel to the debtor shall provide, to the greatest 
     extent practicable without disclosing the identity of the 
     potential debtor, sufficient confidential notice to the chief

[[Page H2716]]

     judge of the court of appeals for the circuit embracing the 
     district in which such counsel intends to file a petition to 
     commence a case under this subchapter regarding the potential 
     commencement of such case. The chief judge of such court 
     shall randomly assign to preside over such case a bankruptcy 
     judge selected from among the bankruptcy judges designated by 
     the Chief Justice of the United States under section 298 of 
     title 28.

     ``Sec. 1184. Regulators

       ``The Board, the Securities Exchange Commission, the Office 
     of the Comptroller of the Currency of the Department of the 
     Treasury, the Commodity Futures Trading Commission, and the 
     Federal Deposit Insurance Corporation may raise and may 
     appear and be heard on any issue in any case or proceeding 
     under this subchapter.

     ``Sec. 1185. Special transfer of property of the estate

       ``(a) On request of the trustee, and after notice and a 
     hearing that shall occur not less than 24 hours after the 
     order for relief, the court may order a transfer under this 
     section of property of the estate, and the assignment of 
     executory contracts, unexpired leases, and qualified 
     financial contracts of the debtor, to a bridge company. Upon 
     the entry of an order approving such transfer, any property 
     transferred, and any executory contracts, unexpired leases, 
     and qualified financial contracts assigned under such order 
     shall no longer be property of the estate. Except as provided 
     under this section, the provisions of section 363 shall apply 
     to a transfer and assignment under this section.
       ``(b) Unless the court orders otherwise, notice of a 
     request for an order under subsection (a) shall consist of 
     electronic or telephonic notice of not less than 24 hours 
     to--
       ``(1) the debtor;
       ``(2) the holders of the 20 largest secured claims against 
     the debtor;
       ``(3) the holders of the 20 largest unsecured claims 
     against the debtor;
       ``(4) counterparties to any debt, executory contract, 
     unexpired lease, and qualified financial contract requested 
     to be transferred under this section;
       ``(5) the Board;
       ``(6) the Federal Deposit Insurance Corporation;
       ``(7) the Secretary of the Treasury and the Office of the 
     Comptroller of the Currency of the Treasury;
       ``(8) the Commodity Futures Trading Commission;
       ``(9) the Securities and Exchange Commission;
       ``(10) the United States trustee or bankruptcy 
     administrator; and
       ``(11) each primary financial regulatory agency, as defined 
     in section 2(12) of the Dodd-Frank Wall Street Reform and 
     Consumer Protection Act, with respect to any affiliate the 
     equity securities of which are proposed to be transferred 
     under this section.
       ``(c) The court may not order a transfer under this section 
     unless the court determines, based upon a preponderance of 
     the evidence, that--
       ``(1) the transfer under this section is necessary to 
     prevent serious adverse effects on financial stability in the 
     United States;
       ``(2) the transfer does not provide for the assumption of 
     any capital structure debt by the bridge company;
       ``(3) the transfer does not provide for the transfer to the 
     bridge company of any property of the estate that is subject 
     to a lien securing a debt, executory contract, unexpired 
     lease or agreement (including a qualified financial contract) 
     of the debtor unless--
       ``(A)(i) the bridge company assumes such debt, executory 
     contract, unexpired lease or agreement (including a qualified 
     financial contract), including any claims arising in respect 
     thereof that would not be allowed secured claims under 
     section 506(a)(1) and after giving effect to such transfer, 
     such property remains subject to the lien securing such debt, 
     executory contract, unexpired lease or agreement (including a 
     qualified financial contract); and
       ``(ii) the court has determined that assumption of such 
     debt, executory contract, unexpired lease or agreement 
     (including a qualified financial contract) by the bridge 
     company is in the best interests of the estate; or
       ``(B) such property is being transferred to the bridge 
     company in accordance with the provisions of section 363;
       ``(4) the transfer does not provide for the assumption by 
     the bridge company of any debt, executory contract, unexpired 
     lease or agreement (including a qualified financial contract) 
     of the debtor secured by a lien on property of the estate 
     unless the transfer provides for such property to be 
     transferred to the bridge company in accordance with 
     paragraph (3)(A) of this subsection;
       ``(5) the transfer does not provide for the transfer of the 
     equity of the debtor;
       ``(6) the trustee has demonstrated that the bridge company 
     is not likely to fail to meet the obligations of any debt, 
     executory contract, qualified financial contract, or 
     unexpired lease assumed and assigned to the bridge company;
       ``(7) the transfer provides for the transfer to a special 
     trustee all of the equity securities in the bridge company 
     and appointment of a special trustee in accordance with 
     section 1186;
       ``(8) after giving effect to the transfer, adequate 
     provision has been made for the fees, costs, and expenses of 
     the estate and special trustee; and
       ``(9) the bridge company will have governing documents, and 
     initial directors and senior officers, that are in the best 
     interest of creditors and the estate.
       ``(d) Immediately before a transfer under this section, the 
     bridge company that is the recipient of the transfer shall--
       ``(1) not have any property, executory contracts, unexpired 
     leases, qualified financial contracts, or debts, other than 
     any property acquired or executory contracts, unexpired 
     leases, or debts assumed when acting as a transferee of a 
     transfer under this section; and
       ``(2) have equity securities that are property of the 
     estate, which may be sold or distributed in accordance with 
     this title.

     ``Sec. 1186. Special trustee

       ``(a)(1) An order approving a transfer under section 1185 
     shall require the trustee to transfer to a qualified and 
     independent special trustee, who is appointed by the court, 
     all of the equity securities in the bridge company that is 
     the recipient of a transfer under section 1185 to hold in 
     trust for the sole benefit of the estate, subject to 
     satisfaction of the special trustee's fees, costs, and 
     expenses. The trust of which the special trustee is the 
     trustee shall be a newly formed trust governed by a trust 
     agreement approved by the court as in the best interests of 
     the estate, and shall exist for the sole purpose of holding 
     and administering, and shall be permitted to dispose of, the 
     equity securities of the bridge company in accordance with 
     the trust agreement.
       ``(2) In connection with the hearing to approve a transfer 
     under section 1185, the trustee shall confirm to the court 
     that the Board has been consulted regarding the identity of 
     the proposed special trustee and advise the court of the 
     results of such consultation.
       ``(b) The trust agreement governing the trust shall 
     provide--
       ``(1) for the payment of the fees, costs, expenses, and 
     indemnities of the special trustee from the assets of the 
     debtor's estate;
       ``(2) that the special trustee provide--
       ``(A) quarterly reporting to the estate, which shall be 
     filed with the court; and
       ``(B) information about the bridge company reasonably 
     requested by a party in interest to prepare a disclosure 
     statement for a plan providing for distribution of any 
     securities of the bridge company if such information is 
     necessary to prepare such disclosure statement;
       ``(3) that for as long as the equity securities of the 
     bridge company are held by the trust, the special trustee 
     shall file a notice with the court in connection with--
       ``(A) any change in a director or senior officer of the 
     bridge company;
       ``(B) any modification to the governing documents of the 
     bridge company; and
       ``(C) any material corporate action of the bridge company, 
     including--
       ``(i) recapitalization;
       ``(ii) a material borrowing;
       ``(iii) termination of an intercompany debt or guarantee;
       ``(iv) a transfer of a substantial portion of the assets of 
     the bridge company; or
       ``(v) the issuance or sale of any securities of the bridge 
     company;
       ``(4) that any sale of any equity securities of the bridge 
     company shall not be consummated until the special trustee 
     consults with the Federal Deposit Insurance Corporation and 
     the Board regarding such sale and discloses the results of 
     such consultation with the court;
       ``(5) that, subject to reserves for payments permitted 
     under paragraph (1) provided for in the trust agreement, the 
     proceeds of the sale of any equity securities of the bridge 
     company by the special trustee be held in trust for the 
     benefit of or transferred to the estate;
       ``(6) the process and guidelines for the replacement of the 
     special trustee; and
       ``(7) that the property held in trust by the special 
     trustee is subject to distribution in accordance with 
     subsection (c).
       ``(c)(1) The special trustee shall distribute the assets 
     held in trust--
       ``(A) if the court confirms a plan in the case, in 
     accordance with the plan on the effective date of the plan; 
     or
       ``(B) if the case is converted to a case under chapter 7, 
     as ordered by the court.
       ``(2) As soon as practicable after a final distribution 
     under paragraph (1), the office of the special trustee shall 
     terminate, except as may be necessary to wind up and conclude 
     the business and financial affairs of the trust.
       ``(d) After a transfer to the special trustee under this 
     section, the special trustee shall be subject only to 
     applicable nonbankruptcy law, and the actions and conduct of 
     the special trustee shall no longer be subject to approval by 
     the court in the case under this subchapter.

     ``Sec. 1187. Temporary and supplemental automatic stay; 
       assumed debt

       ``(a)(1) A petition filed under section 1183 operates as a 
     stay, applicable to all entities, of the termination, 
     acceleration, or modification of any debt, contract, lease, 
     or agreement of the kind described in paragraph (2), or of 
     any right or obligation under any such debt, contract, lease, 
     or agreement, solely because of--
       ``(A) a default by the debtor under any such debt, 
     contract, lease, or agreement; or
       ``(B) a provision in such debt, contract, lease, or 
     agreement, or in applicable nonbankruptcy law, that is 
     conditioned on--
       ``(i) the insolvency or financial condition of the debtor 
     at any time before the closing of the case;

[[Page H2717]]

       ``(ii) the commencement of a case under this title 
     concerning the debtor;
       ``(iii) the appointment of or taking possession by a 
     trustee in a case under this title concerning the debtor or 
     by a custodian before the commencement of the case; or
       ``(iv) a credit rating agency rating, or absence or 
     withdrawal of a credit rating agency rating--
       ``(I) of the debtor at any time after the commencement of 
     the case;
       ``(II) of an affiliate during the period from the 
     commencement of the case until 48 hours after such order is 
     entered;
       ``(III) of the bridge company while the trustee or the 
     special trustee is a direct or indirect beneficial holder of 
     more than 50 percent of the equity securities of--

       ``(aa) the bridge company; or
       ``(bb) the affiliate, if all of the direct or indirect 
     interests in the affiliate that are property of the estate 
     are transferred under section 1185; or

       ``(IV) of an affiliate while the trustee or the special 
     trustee is a direct or indirect beneficial holder of more 
     than 50 percent of the equity securities of--

       ``(aa) the bridge company; or
       ``(bb) the affiliate, if all of the direct or indirect 
     interests in the affiliate that are property of the estate 
     are transferred under section 1185.

       ``(2) A debt, contract, lease, or agreement described in 
     this paragraph is--
       ``(A) any debt (other than capital structure debt), 
     executory contract, or unexpired lease of the debtor (other 
     than a qualified financial contract);
       ``(B) any agreement under which the debtor issued or is 
     obligated for debt (other than capital structure debt);
       ``(C) any debt, executory contract, or unexpired lease of 
     an affiliate (other than a qualified financial contract); or
       ``(D) any agreement under which an affiliate issued or is 
     obligated for debt.
       ``(3) The stay under this subsection terminates--
       ``(A) for the benefit of the debtor, upon the earliest of--
       ``(i) 48 hours after the commencement of the case;
       ``(ii) assumption of the debt, contract, lease, or 
     agreement by the bridge company under an order authorizing a 
     transfer under section 1185;
       ``(iii) a final order of the court denying the request for 
     a transfer under section 1185; or
       ``(iv) the time the case is dismissed; and
       ``(B) for the benefit of an affiliate, upon the earliest 
     of--
       ``(i) the entry of an order authorizing a transfer under 
     section 1185 in which the direct or indirect interests in the 
     affiliate that are property of the estate are not transferred 
     under section 1185;
       ``(ii) a final order by the court denying the request for a 
     transfer under section 1185;
       ``(iii) 48 hours after the commencement of the case if the 
     court has not ordered a transfer under section 1185; or
       ``(iv) the time the case is dismissed.
       ``(4) Subsections (d), (e), (f), and (g) of section 362 
     apply to a stay under this subsection.
       ``(b) A debt, executory contract (other than a qualified 
     financial contract), or unexpired lease of the debtor, or an 
     agreement under which the debtor has issued or is obligated 
     for any debt, may be assumed by a bridge company in a 
     transfer under section 1185 notwithstanding any provision in 
     an agreement or in applicable nonbankruptcy law that--
       ``(1) prohibits, restricts, or conditions the assignment of 
     the debt, contract, lease, or agreement; or
       ``(2) accelerates, terminates, or modifies, or permits a 
     party other than the debtor to terminate or modify, the debt, 
     contract, lease, or agreement on account of--
       ``(A) the assignment of the debt, contract, lease, or 
     agreement; or
       ``(B) a change in control of any party to the debt, 
     contract, lease, or agreement.
       ``(c)(1) A debt, contract, lease, or agreement of the kind 
     described in subparagraph (A) or (B) of subsection (a)(2) may 
     not be accelerated, terminated, or modified, and any right or 
     obligation under such debt, contract, lease, or agreement may 
     not be accelerated, terminated, or modified, as to the bridge 
     company solely because of a provision in the debt, contract, 
     lease, or agreement or in applicable nonbankruptcy law--
       ``(A) of the kind described in subsection (a)(1)(B) as 
     applied to the debtor;
       ``(B) that prohibits, restricts, or conditions the 
     assignment of the debt, contract, lease, or agreement; or
       ``(C) that accelerates, terminates, or modifies, or permits 
     a party other than the debtor to terminate or modify, the 
     debt, contract, lease or agreement on account of--
       ``(i) the assignment of the debt, contract, lease, or 
     agreement; or
       ``(ii) a change in control of any party to the debt, 
     contract, lease, or agreement.
       ``(2) If there is a default by the debtor under a provision 
     other than the kind described in paragraph (1) in a debt, 
     contract, lease or agreement of the kind described in 
     subparagraph (A) or (B) of subsection (a)(2), the bridge 
     company may assume such debt, contract, lease, or agreement 
     only if the bridge company--
       ``(A) shall cure the default;
       ``(B) compensates, or provides adequate assurance in 
     connection with a transfer under section 1185 that the bridge 
     company will promptly compensate, a party other than the 
     debtor to the debt, contract, lease, or agreement, for any 
     actual pecuniary loss to the party resulting from the 
     default; and
       ``(C) provides adequate assurance in connection with a 
     transfer under section 1185 of future performance under the 
     debt, contract, lease, or agreement, as determined by the 
     court under section 1185(c)(4).

     ``Sec. 1188. Treatment of qualified financial contracts and 
       affiliate contracts

       ``(a) Notwithstanding sections 362(b)(6), 362(b)(7), 
     362(b)(17), 362(b)(27), 362(o), 555, 556, 559, 560, and 561, 
     a petition filed under section 1183 operates as a stay, 
     during the period specified in section 1187(a)(3)(A), 
     applicable to all entities, of the exercise of a contractual 
     right--
       ``(1) to cause the modification, liquidation, termination, 
     or acceleration of a qualified financial contract of the 
     debtor or an affiliate;
       ``(2) to offset or net out any termination value, payment 
     amount, or other transfer obligation arising under or in 
     connection with a qualified financial contract of the debtor 
     or an affiliate; or
       ``(3) under any security agreement or arrangement or other 
     credit enhancement forming a part of or related to a 
     qualified financial contract of the debtor or an affiliate.
       ``(b)(1) During the period specified in section 
     1187(a)(3)(A), the trustee or the affiliate shall perform all 
     payment and delivery obligations under such qualified 
     financial contract of the debtor or the affiliate, as the 
     case may be, that become due after the commencement of the 
     case. The stay provided under subsection (a) terminates as to 
     a qualified financial contract of the debtor or an affiliate 
     immediately upon the failure of the trustee or the affiliate, 
     as the case may be, to perform any such obligation during 
     such period.
       ``(2) Any failure by a counterparty to any qualified 
     financial contract of the debtor or any affiliate to perform 
     any payment or delivery obligation under such qualified 
     financial contract, including during the pendency of the stay 
     provided under subsection (a), shall constitute a breach of 
     such qualified financial contract by the counterparty.
       ``(c) Subject to the court's approval, a qualified 
     financial contract between an entity and the debtor may be 
     assigned to or assumed by the bridge company in a transfer 
     under, and in accordance with, section 1185 if and only if--
       ``(1) all qualified financial contracts between the entity 
     and the debtor are assigned to and assumed by the bridge 
     company in the transfer under section 1185;
       ``(2) all claims of the entity against the debtor in 
     respect of any qualified financial contract between the 
     entity and the debtor (other than any claim that, under the 
     terms of the qualified financial contract, is subordinated to 
     the claims of general unsecured creditors) are assigned to 
     and assumed by the bridge company;
       ``(3) all claims of the debtor against the entity under any 
     qualified financial contract between the entity and the 
     debtor are assigned to and assumed by the bridge company; and
       ``(4) all property securing or any other credit enhancement 
     furnished by the debtor for any qualified financial contract 
     described in paragraph (1) or any claim described in 
     paragraph (2) or (3) under any qualified financial contract 
     between the entity and the debtor is assigned to and assumed 
     by the bridge company.
       ``(d) Notwithstanding any provision of a qualified 
     financial contract or of applicable nonbankruptcy law, a 
     qualified financial contract of the debtor that is assumed or 
     assigned in a transfer under section 1185 may not be 
     accelerated, terminated, or modified, after the entry of the 
     order approving a transfer under section 1185, and any right 
     or obligation under the qualified financial contract may not 
     be accelerated, terminated, or modified, after the entry of 
     the order approving a transfer under section 1185 solely 
     because of a condition described in section 1187(c)(1), other 
     than a condition of the kind specified in section 1187(b) 
     that occurs after property of the estate no longer includes a 
     direct beneficial interest or an indirect beneficial interest 
     through the special trustee, in more than 50 percent of the 
     equity securities of the bridge company.
       ``(e) Notwithstanding any provision of any agreement or in 
     applicable nonbankruptcy law, an agreement of an affiliate 
     (including an executory contract, an unexpired lease, 
     qualified financial contract, or an agreement under which the 
     affiliate issued or is obligated for debt) and any right or 
     obligation under such agreement may not be accelerated, 
     terminated, or modified, solely because of a condition 
     described in section 1187(c)(1), other than a condition of 
     the kind specified in section 1187(b) that occurs after the 
     bridge company is no longer a direct or indirect beneficial 
     holder of more than 50 percent of the equity securities of 
     the affiliate, at any time after the commencement of the case 
     if--
       ``(1) all direct or indirect interests in the affiliate 
     that are property of the estate are transferred under section 
     1185 to the bridge company within the period specified in 
     subsection (a);
       ``(2) the bridge company assumes--
       ``(A) any guarantee or other credit enhancement issued by 
     the debtor relating to the agreement of the affiliate; and
       ``(B) any obligations in respect of rights of setoff, 
     netting arrangement, or debt of the debtor that directly 
     arises out of or directly relates to the guarantee or credit 
     enhancement; and
       ``(3) any property of the estate that directly serves as 
     collateral for the guarantee

[[Page H2718]]

     or credit enhancement is transferred to the bridge company.

     ``Sec. 1189. Licenses, permits, and registrations

       ``(a) Notwithstanding any otherwise applicable 
     nonbankruptcy law, if a request is made under section 1185 
     for a transfer of property of the estate, any Federal, State, 
     or local license, permit, or registration that the debtor or 
     an affiliate had immediately before the commencement of the 
     case and that is proposed to be transferred under section 
     1185 may not be accelerated, terminated, or modified at any 
     time after the request solely on account of--
       ``(1) the insolvency or financial condition of the debtor 
     at any time before the closing of the case;
       ``(2) the commencement of a case under this title 
     concerning the debtor;
       ``(3) the appointment of or taking possession by a trustee 
     in a case under this title concerning the debtor or by a 
     custodian before the commencement of the case; or
       ``(4) a transfer under section 1185.
       ``(b) Notwithstanding any otherwise applicable 
     nonbankruptcy law, any Federal, State, or local license, 
     permit, or registration that the debtor had immediately 
     before the commencement of the case that is included in a 
     transfer under section 1185 shall be valid and all rights and 
     obligations thereunder shall vest in the bridge company.

     ``Sec. 1190. Exemption from securities laws

       ``For purposes of section 1145, a security of the bridge 
     company shall be deemed to be a security of a successor to 
     the debtor under a plan if the court approves the disclosure 
     statement for the plan as providing adequate information (as 
     defined in section 1125(a)) about the bridge company and the 
     security.

     ``Sec. 1191. Inapplicability of certain avoiding powers

       ``A transfer made or an obligation incurred by the debtor 
     to an affiliate prior to or after the commencement of the 
     case, including any obligation released by the debtor or the 
     estate to or for the benefit of an affiliate, in 
     contemplation of or in connection with a transfer under 
     section 1185 is not avoidable under section 544, 547, 
     548(a)(1)(B), or 549, or under any similar nonbankruptcy law.

     ``Sec. 1192. Consideration of financial stability

       ``The court may consider the effect that any decision in 
     connection with this subchapter may have on financial 
     stability in the United States.''.

     SEC. 4. AMENDMENTS TO TITLE 28, UNITED STATES CODE.

       (a) Amendment to Chapter 13.--Chapter 13 of title 28, 
     United States Code, is amended by adding at the end the 
     following:

     ``Sec. 298. Judge for a case under subchapter V of chapter 11 
       of title 11

       ``(a)(1) Notwithstanding section 295, the Chief Justice of 
     the United States shall designate not fewer than 10 
     bankruptcy judges to be available to hear a case under 
     subchapter V of chapter 11 of title 11. Bankruptcy judges may 
     request to be considered by the Chief Justice of the United 
     States for such designation.
       ``(2) Notwithstanding section 155, a case under subchapter 
     V of chapter 11 of title 11 shall be heard under section 157 
     by a bankruptcy judge designated under paragraph (1), who 
     shall be randomly assigned to hear such case by the chief 
     judge of the court of appeals for the circuit embracing the 
     district in which the case is pending. To the greatest extent 
     practicable, the approvals required under section 155 should 
     be obtained.
       ``(3) If the bankruptcy judge assigned to hear a case under 
     paragraph (2) is not assigned to the district in which the 
     case is pending, the bankruptcy judge shall be temporarily 
     assigned to the district.
       ``(b) A case under subchapter V of chapter 11 of title 11, 
     and all proceedings in the case, shall take place in the 
     district in which the case is pending.
       ``(c) In this section, the term `covered financial 
     corporation' has the meaning given that term in section 
     101(9A) of title 11.''.
       (b) Amendment to Section 1334 of Title 28.--Section 1334 of 
     title 28, United States Code, is amended by adding at the end 
     the following:
       ``(f) This section does not grant jurisdiction to the 
     district court after a transfer pursuant to an order under 
     section 1185 of title 11 of any proceeding related to a 
     special trustee appointed, or to a bridge company formed, in 
     connection with a case under subchapter V of chapter 11 of 
     title 11.''.
       (c) Technical and Conforming Amendments.--
       (1) The table of sections of chapter 13 of title 28, United 
     States Code, is amended by adding at the end the following:

``298. Judge for a case under subchapter V of chapter 11 of title 
              11.''.
       (2) The table of subchapters of chapter 11 of title 11, 
     United States Code, is amended by adding at the end the 
     following:

 ``subchapter v--liquidation, reorganization, or recapitalization of a 
                     covered financial corporation

``1181. Inapplicability of other sections.
``1182. Definitions for this subchapter.
``1183. Commencement of a case concerning a covered financial 
              corporation.
``1184. Regulators.
``1185. Special transfer of property of the estate.
``1186. Special trustee.
``1187. Temporary and supplemental automatic stay; assumed debt.
``1188. Treatment of qualified financial contracts and affiliate 
              contracts.
``1189. Licenses, permits, and registrations.
``1190. Exemption from securities laws.
``1191. Inapplicability of certain avoiding powers.
``1192. Consideration of financial stability.''.

  The SPEAKER pro tempore. Pursuant to the rule, the gentleman from 
Virginia (Mr. Goodlatte) and the gentleman from Illinois (Mr. 
Schneider) each will control 20 minutes.
  The Chair recognizes the gentleman from Virginia.


                             General Leave

  Mr. GOODLATTE. Mr. Speaker, I ask unanimous consent that all Members 
may have 5 legislative days within which to revise and extend their 
remarks and include extraneous materials on H.R. 1667, currently under 
consideration.
  The SPEAKER pro tempore. Is there objection to the request of the 
gentleman from Virginia?
  There was no objection.
  Mr. GOODLATTE. Mr. Speaker, I yield myself such time as I may 
consume.
  In 2008, our economy suffered one of the most significant financial 
crises in history. In the midst of the crisis and in response to a fear 
that some financial firms' failures could cause severe harm to the 
overall economy, the Federal Government provided extraordinary 
taxpayer-funded assistance in order to prevent certain financial firms' 
failures.
  In the ensuing years, experts from the financial, regulatory, legal, 
and academic communities have examined how best to prevent another 
similar crisis from occurring and to eliminate the possibility of using 
taxpayer moneys to bail out failing firms.
  The Judiciary Committee has advanced the review of this issue with 
the aim of crafting a solution that will better equip our bankruptcy 
laws to resolve failing firms, while also encouraging greater private 
counterparty diligence in order to reduce the likelihood of another 
financial crisis.
  Among others things, this effort responded to provisions of the Dodd-
Frank Wall Street Reform and Consumer Protection Act that called for an 
examination of how to improve the Bankruptcy Code in this area.
  During the past two Congresses, the Judiciary Committee favorably 
reported the Financial Institution Bankruptcy Act, legislation that 
improved the Bankruptcy Code to better facilitate the resolution of 
financial firms.
  That legislation was the culmination of a bipartisan process that 
solicited and incorporated the views of a wide range of leading experts 
and relevant regulators. In both instances, the bill passed the House 
by a voice vote under suspension of the rules.
  This Congress, Chairman Marino of the Subcommittee on Regulatory 
Reform, Commercial and Antitrust Law introduced the Financial 
Institution Bankruptcy Act as H.R. 1667. Following its introduction, 
the Subcommittee on Regulatory Reform, Commercial and Antitrust Law 
conducted a hearing on the bill. H.R. 1667 is identical to previous 
legislation, with one minor change to refine the director liability 
protection provision. Last week, the Judiciary Committee approved the 
legislation by a unanimous voice vote.
  The bill before us today is the product of a careful, deliberate, and 
thorough process, and reflects a diverse range of views from a variety 
of interested parties.
  The Financial Institution Bankruptcy Act makes several improvements 
to the Bankruptcy Code in order to enhance the prospect of an efficient 
resolution of a financial firm through the bankruptcy process.
  The bill allows for a speedy transfer of the operating assets of a 
financial firm over the course of a weekend. This quick transfer allows 
the financial firm to continue to operate in the normal course, which 
preserves the value of the enterprise for the creditors of the 
bankruptcy without a significant impact on the firm's employees, 
suppliers, and customers.
  The bill also requires expedited judicial review by a bankruptcy 
judge randomly chosen from a pool of judges designated in advance and 
selected by the Chief Justice for their experience, expertise, and 
willingness to preside over these complex cases. Furthermore, the 
legislation provides for key regulatory input throughout the process.
  The Financial Institution Bankruptcy Act is a bipartisan, balanced 
approach that increases transparency and

[[Page H2719]]

predictability in the resolution of a financial firm. Furthermore, it 
ensures that shareholders and creditors, not taxpayers, bear the losses 
related to the failure of a financial company.
  I would like to thank Chairman Marino, who chaired the hearing on 
this legislation and who is the lead sponsor of the bill. I am also 
pleased that Ranking Member Conyers and Subcommittee Ranking Member 
Cicilline joined in introducing this important legislation. I want to 
thank them and their staff for their efforts in developing this bill.
  I urge my colleagues to vote in favor of this important legislation.
  Mr. Speaker, I reserve the balance of my time.
  Mr. SCHNEIDER. Mr. Speaker, I yield myself such time as I may 
consume.
  Mr. Speaker, I am pleased to rise in support of H.R. 1677, Financial 
Institution Bankruptcy Act of 2017.
  I commend Regulatory Reform, Commercial and Antitrust Law Chairman 
Tom Marino and Ranking Member David Cicilline, as well as Judiciary 
Committee Chairman Bob Goodlatte, for their leadership on this bill.
  I support this legislation for several reasons. To begin with, H.R. 
1667 addresses a real need recognized by regulatory agencies, 
bankruptcy experts, and the private sector that the bankruptcy law must 
be amended so that it can expeditiously restore trust in the financial 
marketplace as soon as possible after the collapse of a systemically 
significant financial institution.
  This need is perhaps best illustrated by the collapse and subsequent 
bankruptcy of Lehman Brothers in 2008. As a result of that firm's 
failure and the rampant uncertainty it generated, a worldwide freeze on 
the availability of credit quickly developed. This, in turn, triggered 
a near collapse of our Nation's economy and clearly revealed that 
current bankruptcy law is ill-equipped to deal with complex financial 
institutions in acute economic distress.
  H.R. 1667 would establish a specialized form of bankruptcy relief 
specifically designed to facilitate the expeditious resolution of a 
large, systemically significant financial institution, such as Lehman 
Brothers, while minimizing its impact on the financial marketplace.

  Under the bill, the debtor's operating subsidiaries would continue to 
function outside of bankruptcy, while the debtor's principal assets, 
such as its secured property, financial contracts, and the stock of its 
subsidiaries, would be transferred to a temporary ``bridge company.''
  The bridge company, under the guidance of a trustee, would then 
liquidate these assets to pay the claims of the debtor's creditors. The 
bill would also temporarily prevent parties from exercising their 
rights in certain qualified financial contracts.
  Each critical step of this process would be done under the 
supervision of a bankruptcy judge and subject to appeal.
  Another reason I support this bill is that it appropriately 
recognizes the important role the Dodd-Frank Act has in the regulation 
of large financial institutions. Without doubt, the Great Recession was 
a direct result of the regulatory environment at the time. Fortunately, 
the Dodd-Frank Act has done much toward reinvigorating a regulatory 
system that makes the financial marketplace more accountable and more 
resilient.
  In particular, title II of the Dodd-Frank Act establishes a mandatory 
resolution process to wind down large financial institutions, which is 
a critical enforcement tool for bank regulators to ensure compliance 
with the act's heightened regulatory requirement.
  H.R. 1667 is an excellent complement to the Dodd-Frank Act's 
resolution process and will help facilitate the rapid administration of 
a debtor's assets in an orderly fashion that maximizes value and 
minimizes disruption to the financial marketplace.
  Accordingly, I support this measure.
  Mr. Speaker, I reserve the balance of my time.
  Mr. GOODLATTE. Mr. Speaker, I yield such time as he may consume to 
the gentleman from Pennsylvania (Mr. Marino), the chairman of the 
Regulatory Reform, Commercial and Antitrust Law Subcommittee and the 
chief sponsor of this legislation.
  Mr. MARINO. Mr. Speaker, I thank Chairman Goodlatte, Ranking Member 
Conyers, and my current new ranking member, Mr. Cicilline, for their 
work on this important legislation. I further thank my colleague across 
the aisle, Congressman Schneider from Illinois, for helping us manage 
this.
  This is a bipartisan bill that is better for having gone through the 
regular legislative order. It was a pleasure to work with such 
knowledgeable and professional colleagues.
  In the wake of the financial crisis of 2008, Congress enacted the 
Dodd-Frank Wall Street Reform and Consumer Protection Act. That 
legislation was intended to address, among other things, the potential 
failure of large financial institutions.
  While the Dodd-Frank Act created a regulatory process for such an 
event, the act states that the preferred method of resolution for a 
financial institution is through the bankruptcy process.
  However, the Dodd-Frank Act did not make any amendments to the 
Bankruptcy Code to account for the unique characteristics of a 
financial institution. The legislation before us today fills that void.
  The Financial Institution Bankruptcy Act is the product of years of 
study by industry, legal, and financial regulatory experts. It is also 
the result of bipartisan review over the course of four separate 
hearings before the Judiciary Committee.
  The legislation includes several provisions that improve the ability 
of a financial institution to be resolved through the bankruptcy 
process. It allows for a speedy transfer of a financial firm's assets 
to a newly formed company. That company would continue the firm's 
operations for the benefit of its customers, employees, and creditors, 
and ensure the financial stability of the marketplace.
  This quick transfer is overseen by and subject to the approval of an 
experienced bankruptcy judge, and includes due process protections for 
parties in interest.

                              {time}  1330

  The bill also creates an explicit role in the bankruptcy process for 
the key financial regulators. In addition, there are provisions that 
facilitate the transfer of derivative and similarly structured 
contracts to the newly formed company. This will improve the ability of 
the company to continue the financial institution's operations.
  Finally, the legislation recognizes the factually and legally 
complicated questions presented by the resolution of a financial 
institution. To that end, the bill provides that specialized bankruptcy 
and appellate judges will be designated in advance to preside over 
these cases.
  The bankruptcy process has long been favored as the primary mechanism 
for dealing with distressed and failing companies. This is due to its 
impartial nature, adherence to established precedent, judicial 
oversight, and grounding in the principles of due process and the rule 
of law. We are here today as part of an effort to structure a 
bankruptcy process that is better equipped to deal with the specific 
issues raised by failing financial firms.
  I want to stress again the bipartisan support that went through this 
process--at the subcommittee level and at the full Committee on the 
Judiciary level chaired by Chairman Goodlatte, my colleague on the 
other side of the aisle who is helping us manage this and the 
individuals in this House who realized what had to be done to protect 
the law abiding citizens of this country from a financial disaster.
  As a sponsor of the bill, I urge my colleagues to vote in favor of 
this important legislation.
  Mr. SCHNEIDER. Mr. Speaker, I yield myself the balance of my time.
  I am pleased to note that H.R. 1667 is the product, indeed, of a very 
collaborative, inclusive, and deliberative process, which should be the 
norm, not the exception, when it comes to drafting legislation. It 
reflects thoughtful suggestions offered by Federal regulators and the 
Federal judiciary as well as leading bankruptcy practitioners and 
academics.
  I support H.R. 1667, and I urge my colleagues to do the same.
  Mr. Speaker, I yield back the balance of my time.
  Mr. GOODLATTE. Mr. Speaker, I yield myself the balance of my time.

[[Page H2720]]

  The Financial Institution Bankruptcy Act is a necessary reform to 
ensure that taxpayers will not be called on to rescue the next failing 
financial firm. The legislation relies on longstanding bankruptcy 
principles that will be applied in a predictable and transparent 
manner. The Financial Institution Bankruptcy Act is a bipartisan 
measure that enjoys broad support from outside experts, and I urge my 
colleagues to vote in favor of this important reform.
  Mr. Speaker, I yield back the balance of my time.
  Mr. CICILLINE. Mr. Speaker, I rise in support of H.R. 1667, the 
``Financial Institution Bankruptcy Act of 2017.''
  In 2008, the United States economy nearly collapsed as a direct 
result of lending practices in the housing market that were predatory, 
unsafe, and in many cases fraudulent.
  Investments in toxic securities created a cycle of failure in the 
housing market: the declining health of the market undermined the value 
of these securities, which, in turn, devastated the housing market and 
caused the failure of several of the nation's largest financial 
institutions.
  With the financial system in near collapse, large financial 
institutions were essentially able to ``blackmail'' the government 
because these banks were so large that there was no way to break them 
apart, as then-FDIC Chair Sheila Bair testified in 2009.
  Although the true hardship caused by this widespread fraud is 
incalculable, we do know that it erased $10 trillion of household 
wealth and caused 8 million Americans to lose their jobs and 5 million 
Americans to lose their homes.
  Rhode Island, my home state, was hit particularly hard by the 
recession. When I took office, the unemployment rate in Rhode Island 
hovered at 11.2%, the fifth highest in the country.
  In the wake of this economic disaster, the Dodd-Frank Act was enacted 
to comprehensively reform the financial system.
  Because of this law--which includes some of the strongest consumer 
protections passed since the Great Depression--the banking system is 
stronger; there is more transparency in consumer lending; and the 
Consumer Financial Protection Bureau (CFPB) continues to serve as an 
important watchdog to protect Americans against predatory lending and 
fraud in the financial system.
  Title I of Dodd-Frank provides stability in markets by requiring 
large financial institutions to have a ``living will'' to serve as a 
plan for the ``rapid and orderly resolution in the event of material 
financial distress or failure.''
  Title II ends taxpayer bailouts of banks that are too big to fail by 
providing financial regulators with orderly liquidation authority where 
a bank's collapse ``would have serious adverse effects on financial 
stability in the United States'' and ``no viable private sector 
alternative is available.'' This process expressly requires a finding 
by the Secretary of the Treasury that the bankruptcy process would not 
be appropriate to resolve a distressed firm.
  Leading commentators agree, however, that the U.S. bankruptcy process 
is not designed to accommodate the orderly resolution of a large 
financial institution that poses systemic risk to the entire economy.
  H.R. 1667, the Financial Institution Bankruptcy Act,'' addresses this 
concern by establishing a ``single point of entry'' for the resolution 
of an insolvent financial institution with assets exceeding $50 
billion. The goal of the bill is to establish a process where a 
distressed financial institution could voluntarily seek bankruptcy 
relief while its subsidiaries continue to operate.
  But while I support H.R. 1667 and am an original cosponsor of this 
bill, make no mistake: I will strongly oppose any effort to combine 
this measure with a repeal of the Dodd-Frank Act, or any part of this 
law for that matter.
  Since this law was enacted, the economic recovery has led to the 
creation of more than 15 million private sector jobs, a 60% increase in 
business lending, and record performance by the Dow Jones Industrial 
Average.
  It is critical that we build on this progress through education, 
training, and other initiatives to promote economic opportunity. Too 
many Americans are still unemployed or working two or even three jobs 
just to get by while Wall Street has never been better.
  We must also preserve and advance the protections established by the 
Dodd-Frank Act to ensure transparency and stability in the financial 
system while protecting consumers.
  The National Bankruptcy Conference agrees with this assessment, and 
has previously instructed that the Dodd-Frank Act should ``continue to 
be available even if the Bankruptcy Code is amended to better address 
the resolution of SIFIs because the ability of U.S. regulators to 
assume full control of the resolution process to elicit the cooperation 
from non-U.S. regulators is an essential insurance policy against 
systemic risk and potential conflict and dysfunction among the 
multinational components of SIFIs.''
  Moreover, should this legislation become law, Dodd-Frank provides a 
valuable backstop to bankruptcy through its Orderly Liquidation 
Authority, which empowers the Federal Deposit Insurance Corporation 
(FDIC) to act as a receiver for large financial institutions that are 
``too big to fail.''
  I urge my colleagues to support this legislation.
  The SPEAKER pro tempore (Mr. Jenkins of West Virginia). The question 
is on the motion offered by the gentleman from Virginia (Mr. Goodlatte) 
that the House suspend the rules and pass the bill, H.R. 1667, as 
amended.
  The question was taken; and (two-thirds being in the affirmative) the 
rules were suspended and the bill, as amended, was passed.
  A motion to reconsider was laid on the table.

                          ____________________