[Pages S3181-S3182]
From the Congressional Record Online through the Government Publishing Office [www.gpo.gov]

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

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

[[Page S3182]]

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

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

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

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