[Federal Register Volume 85, Number 64 (Thursday, April 2, 2020)]
[Rules and Regulations]
[Pages 18427-18428]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2020-06993]


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FEDERAL RESERVE SYSTEM

12 CFR Parts 225 and 238

[Regulations Y and LL; Docket No. R-1662]
RIN 7100-AF 49


Control and Divestiture Proceedings

AGENCY: Board of Governors of the Federal Reserve System (Board).

ACTION: Final rule; delay of effective date.

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SUMMARY: The Board is delaying the effective date of its final rule 
that revises the Board's framework for determining whether a company 
controls another company for purposes of the Bank Holding Company Act 
or the Home Owners' Loan Act, as published on March 2, 2020.

DATES: The effective date for the final rule published March 2, 2020, 
at 85 FR 12398, is delayed from April 1, 2020, until September 30, 
2020.

FOR FURTHER INFORMATION CONTACT: Mark Buresh, Senior Counsel, (202) 
452-5270, Greg Frischmann, Senior Counsel, (202) 452-2803, and Brian 
Phillips, (202) 452-3221, Senior Attorney, Legal Division, Board of 
Governors of Federal Reserve System, 20th and C Streets, Washington, DC 
20551. You may also contact any person listed in the final rule 
document published in 85 FR 12398, March 2, 2020. For users of 
Telecommunication Device for Deaf (TDD) only, call (202) 263-4869.

SUPPLEMENTARY INFORMATION:

I. Final Rule and Delay of Effective Date

    On January 30, 2020, the Board adopted a final rule to revise the 
Board's regulations related to determinations of whether a company 
controls another company for purposes of the Bank Holding Company Act 
or the Home Owners' Loan Act (see 85 FR 12398, March 2, 2020). The 
control final rule was originally to become effective April 1, 2020.
    The Board recognizes that, as a result of COVID-19, there have been 
recent dislocations in the U.S. economy. Many companies, including 
regulated financial institutions, have also expressed a desire to 
consult with Board staff about the effect of the new control rule on 
various existing investments and relationships. For these reasons, the 
Board is delaying the effective date of the control final rule by two 
quarters, which should provide companies affected by the new control 
rule additional time to analyze the impact of the rule on existing 
investments and relationships, and to consult with Board staff as 
necessary about such matters.

II. Administrative Law Matters

A. Administrative Procedure Act

    The Board is issuing the final rule without prior notice and the 
opportunity for public comment and the delayed effective date 
ordinarily prescribed by the Administrative Procedure Act (APA)).\1\ 
Pursuant to section 553(b)(B) of the APA, general notice and the 
opportunity for public comment are not required with respect to a 
rulemaking when an ``agency for good cause finds (and incorporates the 
finding and a brief statement of reasons therefor in the rules issued) 
that notice and public procedure thereon are impracticable, 
unnecessary, or contrary to the public interest.'' \2\
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    \1\ 5 U.S.C. 553.
    \2\ 5 U.S.C. 553(b)(3)(B).
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    The Board believes that the public interest is best served by 
having the final rule become effective immediately upon publication in 
the Federal Register. As a result of this rule, the changes approved by 
the Board on January 30, 2020 to parts 225 and 238 of the Board's 
regulations on control and divestiture proceedings will not be 
reflected in the Code of Federal Regulations until September 30, 2020. 
The spread of COVID-19 has disrupted economic activity in the United 
States. In addition, U.S. financial markets have

[[Page 18428]]

featured significant levels of volatility. In approving changes to 
parts 225 and 238 of the Board's regulations, the Board noted that 
companies may need to consult with Board staff about prior investments 
and relationships that have not been previously reviewed by the Board. 
Delaying the changes to parts 225 and 238 of the Board's regulations 
will allow companies additional time to consult with Board staff about 
existing investments and relationships, allowing companies greater 
flexibility to focus on COVID-19-related issues. For these reasons, the 
Board finds that there is good cause consistent with the public 
interest to issue the rule without advance notice and comment.\3\
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    \3\ 5 U.S.C. 553(b)(3)(B); 553(d)(3).
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    The APA also requires a 30-day delayed effective date, except for 
(1) substantive rules which grant or recognize an exemption or relieve 
a restriction; (2) interpretative rules and statements of policy; or 
(3) as otherwise provided by the agency for good cause.\4\ As noted 
above, the Board finds that there is good cause to delay the effective 
date of the previously approved changes to parts 225 and 238 of the 
Board's regulations, for the reasons noted above.\5\
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    \4\ 5 U.S.C. 553(d).
    \5\ Id.
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B. Congressional Review Act

    For purposes of Congressional Review Act, the OMB makes a 
determination as to whether a final rule constitutes a ``major'' 
rule.\6\ If a rule is deemed a ``major rule'' by the Office of 
Management and Budget (OMB), the Congressional Review Act generally 
provides that the rule may not take effect until at least 60 days 
following its publication.\7\
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    \6\ 5 U.S.C. 801 et seq.
    \7\ 5 U.S.C. 801(a)(3).
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    The Congressional Review Act defines a ``major rule'' as any rule 
that the Administrator of the Office of Information and Regulatory 
Affairs of the OMB finds has resulted in or is likely to result in (A) 
an annual effect on the economy of $100,000,000 or more; (B) a major 
increase in costs or prices for consumers, individual industries, 
Federal, State, or local government agencies or geographic regions, or 
(C) significant adverse effects on competition, employment, investment, 
productivity, innovation, or on the ability of United States-based 
enterprises to compete with foreign-based enterprises in domestic and 
export markets.\8\
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    \8\ 5 U.S.C. 804(2).
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    For the same reasons set forth above, the Board is adopting the 
final rule without the delayed effective date generally prescribed 
under the Congressional Review Act. The delayed effective date required 
by the Congressional Review Act does not apply to any rule for which an 
agency for good cause finds (and incorporates the finding and a brief 
statement of reasons therefor in the rule issued) that notice and 
public procedure thereon are impracticable, unnecessary, or contrary to 
the public interest.\9\ In light of current market uncertainty, the 
Board believes that delaying the effective date of the rule would be 
contrary to the public interest.
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    \9\ 5 U.S.C. 808.
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    As required by the Congressional Review Act, the Board will submit 
the final rule and other appropriate reports to Congress and the 
Government Accountability Office for review.

C. Paperwork Reduction Act

    In accordance with the requirements of the Paperwork Reduction Act 
(PRA), an agency may not conduct or sponsor, and a respondent is not 
required to respond to, an information collection unless it displays a 
currently valid Office of Management and Budget (OMB) control number. 
The Board has reviewed this final rule pursuant to authority delegated 
by the OMB and has determined that it does not contain any collections 
of information pursuant to the PRA.

D. Regulatory Flexibility Act

    The Regulatory Flexibility Act (RFA) \10\ requires an agency to 
consider whether the rules it proposes will have a significant economic 
impact on a substantial number of small entities.\11\ The RFA applies 
only to rules for which an agency publishes a general notice of 
proposed rulemaking pursuant to 5 U.S.C. 553(b). As discussed 
previously, consistent with section 553(b)(B) of the APA, the Board has 
determined for good cause that general notice and opportunity for 
public comment is unnecessary, and therefore the Board is not issuing a 
notice of proposed rulemaking. Accordingly, the Board has concluded 
that the RFA's requirements relating to initial and final regulatory 
flexibility analysis do not apply.
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    \10\ 5 U.S.C. 601 et seq.
    \11\ Under regulations issued by the Small Business 
Administration, a small entity includes a depository institution, 
bank holding company, or savings and loan holding company with total 
assets of $600 million or less and trust companies with total assets 
of $41.5 million or less. See 13 CFR 121.201.
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E. Use of Plain Language

    Section 722 of the Gramm-Leach-Bliley Act \12\ requires the Federal 
banking agencies to use plain language in all proposed and final rules 
published after January 1, 2000. The Board has sought to present the 
final rule in a simple and straightforward manner. The Board invites 
comments on whether there are additional steps it could take to make 
the rule easier to understand.
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    \12\ 12 U.S.C. 4809.

    By order of the Board of Governors of the Federal Reserve 
System, March 31, 2020.
Ann Misback,
Secretary of the Board.
[FR Doc. 2020-06993 Filed 3-31-20; 11:15 am]
BILLING CODE P