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114th Congress    }                                 {   Rept. 114-574,
                        HOUSE OF REPRESENTATIVES
 2d Session       }                                 {           Part 1

======================================================================



 
 TO REPEAL TITLE II OF THE DODD-FRANK WALL STREET REFORM AND CONSUMER 
                             PROTECTION ACT

                                _______
                                

  May 19, 2016.--Committed to the Committee of the Whole House on the 
              State of the Union and ordered to be printed

                                _______
                                

Mr. Hensarling, from the Committee on Financial Services, submitted the 
                               following

                              R E P O R T

                             together with

                             MINORITY VIEWS

                        [To accompany H.R. 4894]

      [Including cost estimate of the Congressional Budget Office]

    The Committee on Financial Services, to whom was referred 
the bill (H.R. 4894) to repeal title II of the Dodd-Frank Wall 
Street Reform and Consumer Protection Act, having considered 
the same, report favorably thereon without amendment and 
recommend that the bill do pass.

                          Purpose and Summary

    H.R. 4894 repeals Title II of the Dodd-Frank Wall Street 
Reform and Consumer Protection Act to ensure that taxpayers 
will not pay the costs of bailing out large financial 
institutions or their creditors. Title II establishes an 
Orderly Liquidation Authority (OLA) that grants the Federal 
Deposit Insurance Corporation (FDIC) the authority to resolve 
certain non-bank financial institutions in the event of their 
failure and the authority to borrow from the Treasury to 
capitalize an ``orderly liquidation fund'' that it is 
authorized to be used to pay off the creditors of a failed 
firm.

                  Background and Need for Legislation

    The Treasury Secretary must subject a financial company to 
resolution under Title II after receiving a written 
recommendation from the FDIC and Federal Reserve and 
determining, in consultation with the president, that: (1) the 
financial company is in default or in danger of default; (2) 
the failure of the company and its resolution under otherwise 
applicable insolvency law would have serious adverse effects on 
the financial stability in the United States; (3) no viable 
private sector alternative is available to prevent the default 
of the company; (4) any effect of a receivership on creditors, 
counterparties, and shareholders would be ``appropriate'' given 
the benefits of a receivership in terms of preserving financial 
stability; (5) establishing a receivership would avoid or 
mitigate the adverse effects on stakeholders relative to not 
undertaking such action; (6) a federal regulatory agency has 
ordered the financial company to convert all of its convertible 
debt instruments that are subject to the regulatory order; and 
(7) the company is a ``financial company'' as defined in the 
Dodd-Frank Act.\1\
---------------------------------------------------------------------------
    \1\Id. at 203(b)(1)-(7), 12 U.S.C. Sec. 5383(b)(1)-(7). For broker-
dealers, the SEC rather than the FDIC must vote to recommend that the 
Treasury Secretary subject the firm to resolution. Id. at 
Sec. 203(a)(1)(B), 12 U.S.C. Sec. 5383(a)(1)(B). For insurance 
companies, the Director of the Treasury Department's Federal Insurance 
Office, in consultation with the FDIC, must make the required 
recommendation. Id. at 203(a)(1)(C), 12 U.S.C. 5383(a)(1)(C).
---------------------------------------------------------------------------
    The Dodd-Frank Act requires that ``Orderly Liquidation 
Authority'' resolutions carried out under Title II meet 
particular requirements. The FDIC must ensure that any action 
taken in a resolution is necessary to ensure U.S. financial 
stability and is not being taken to preserve the financial 
company; that the company's shareholders do not receive payment 
until all other claims are paid; that unsecured creditors bear 
losses in accordance with priority provisions established in 
the Act; that directors and managers responsible for the firm's 
failure are removed; and that the government does not take an 
equity interest in or become a shareholder of the company or 
any ``covered subsidiary.''\2\
---------------------------------------------------------------------------
    \2\Id. at Sec. 206, 12 U.S.C. Sec. 5386.
---------------------------------------------------------------------------
    A resolution under Title II is funded through the ``Orderly 
Liquidation Fund,'' which is capitalized using the proceeds of 
obligations issued by the FDIC and purchased by the Treasury 
Secretary.\3\ Thus, the ``Orderly Liquidation Fund'' can be 
used to make loans to the firm being resolved or its ``covered 
subsidiaries,'' acquire debt, purchase assets or guarantee them 
against loss, assume or guarantee obligations, and make 
payments, including payments to creditors and counterparties of 
the failed firm.\4\ The FDIC is specifically authorized to 
treat similarly situated creditors differently in order to 
maximize the value of the company's assets, minimize the amount 
of its losses, or to maintain vital operations of the company 
in receivership.\5\
---------------------------------------------------------------------------
    \3\Id. at Sec. 210(n), 12 U.S.C. Sec. 5390(n).
    \4\Id. at Sec. 204(d), 12 U.S.C. Sec. 5384(d).
    \5\Id. at Sec. 210(b)(4), 12 U.S.C. Sec. 5390(b)(4).
---------------------------------------------------------------------------
    The ``Orderly Liquidation Fund'' can also be used to 
provide operating funds to a bridge financial company 
established by the FDIC as well as to facilitate the winding-up 
of the bridge entity through its merger or consolidation with 
another entity, the sale of its capital stock, the assumption 
of its liabilities or the acquisition of assets, or its 
termination or dissolution as provided for under the Act.\6\ 
The FDIC must develop and secure approval of an ``orderly 
liquidation plan'' and a ``mandatory repayment plan'' before 
deploying the ``Orderly Liquidation Fund'' in connection with 
the resolution of a company. If the company cannot repay the 
funds, the FDIC must impose assessments on creditors and large 
financial institutions, including financial institutions that 
may not have transacted any business with the failed firm.\7\ 
Additionally, the FDIC may claw back incentive payments and 
other compensation made to executives that contributed to the 
firm's failure.\8\
---------------------------------------------------------------------------
    \6\Id. at Sec. 210(h)(2)(G)(iv), (h)(9), 12 U.S.C. 
Sec. 5390(h)(2)(G)(iv), (h)(9).
    \7\Id. at Sec. 210(o), 12 U.S.C. Sec. 5390(o). If assessments on 
claimants receiving more than the liquidation value of their claims are 
insufficient to repay the obligations issued by the FDIC to the 
Treasury Secretary, bank holding companies with greater than $50 
billion in assets, and non-bank financial institutions that have been 
designated for ``heightened prudential supervision'' by the FSOC, are 
subject to assessments. Id.
    \8\Id. at Sec. 210(s), 12 U.S.C. Sec. 5390(s).
---------------------------------------------------------------------------
    Proponents of the ``Orderly Liquidation Authority'' claim 
that taxpayers will be paid back, noting that the Dodd-Frank 
Act provides that ``taxpayers shall bear no losses from the 
exercise of any authority under'' Title II.\9\ However, 
taxpayers remain at risk of suffering losses. First, the 
government has not successfully administered other 
``insurance'' programs that are required to be self-sustaining, 
and it is unlikely that the FDIC's experience with the 
``Orderly Liquidation Authority'' will be any different--
particularly given the magnitude of the enterprise. The FDIC is 
authorized to borrow up to 90 percent of the fair value of the 
failed firm's total consolidated assets, which is as much as $2 
trillion dollars for the largest institutions. But taxpayers 
will incur losses even if the Orderly Liquidation Fund proves 
equal to the task of resolving a multi-trillion dollar 
financial institution. The healthy firms that are assessed to 
pay for the resolution of a failed competitor will pass the 
cost of those assessments on to their customers in the form of 
higher fees on financial products and services, a fact noted by 
Stanford University Professor John Taylor in testimony before 
the Financial Services Committee.\10\ Finally, witnesses at 
Committee hearings identified another source of taxpayer 
exposure from the operation of Title II: the fact that firms 
undergoing ``orderly liquidation'' are not required to pay 
taxes on their franchise, property or income, giving them a 
competitive advantage and depriving the Treasury of tax 
revenue.\11\ As Richard Fisher, former President of the Dallas 
Federal Reserve Bank, put it, ``During the five-year resolution 
period, incidentally, this nationalized institution does not 
have to pay taxes of any kind to any government entity, and to 
us this looks, sounds, and tastes like a taxpayer bailout just 
hidden behind the opaque and very difficult language of . . . 
Title II.''\12\
---------------------------------------------------------------------------
    \9\Dodd-Frank Wall Street Reform and Consumer Protection Act 
Sec. 214(c), 12 U.S.C. Sec. 5394 (2012).
    \10\Who is Too Big to Fail: Does Title II of the Dodd-Frank Act 
Enshrine Taxpayer-Funded Bailouts? Hearing Before the Subcomm. on 
Oversight and Investigations of the H. Comm. on Fin. Services, 113th 
Cong. (2013), at 17 (statement of John Taylor, Mary and Robert Raymond 
Professor of Economics, Stanford University).
    \11\Oversight Subcomm. Hearing on the OLA, at 7 (statement of David 
Skeel); Id. at 20 (statement of Joshua Rosner) (noting that the effects 
of lower-interest-rate borrowing and the tax exemption ``would 
ultimately just reinforce the oligopolistic market power of that 
institution and the small group of institutions that are similar'').
    \12\Examining how the Dodd-Frank Act could Result in More Taxpayer-
Funded Bailouts: Hearing Before the H. Comm. on Fin. Services, 113th 
Cong. (2013), at 12 (statement of Richard Fisher). In his testimony, 
President Fisher also noted that the healthy firms subject to 
assessment by the FDIC to recapitalize the OLF after a failure could 
deduct the assessment as a business expense, further reducing revenue 
to the Treasury. Id. at 20-21.
---------------------------------------------------------------------------

                                Hearings

    The Committee on Financial Services held hearings on 
matters relating to Title II of the Dodd-Frank Act on September 
17, 2015; July 28, 2015; and July 9, 2015.

                        Committee Consideration

    The Committee on Financial Services met in open session on 
April 13, 2016 and ordered H.R. 4894 to be reported favorably 
to the House without amendment by a recorded vote of 34 yeas to 
22 nays (recorded vote no. FC-107), a quorum being present. An 
amendment in the nature of a substitute offered by Ms. Moore 
was not agreed to by voice vote.

                            Committee Votes

    Clause 3(b) of rule XIII of the Rules of the House of 
Representatives requires the Committee to list the record votes 
on the motion to report legislation and amendments thereto. The 
sole recorded vote was on a motion by Chairman Hensarling to 
report the bill favorably to the House without amendment. The 
motion was agreed to by a recorded vote of 34 yeas to 22 nays 
(Record vote no. FC107), a quorum being present.


                      Committee Oversight Findings

    Pursuant to clause 3(c)(1) of rule XIII of the Rules of the 
House of Representatives, the findings and recommendations of 
the Committee based on oversight activities under clause 
2(b)(1) of rule X of the Rules of the House of Representatives, 
are incorporated in the descriptive portions of this report.

                    Performance Goals and Objectives

    Pursuant to clause 3(c)(4) of rule XIII of the Rules of the 
House of Representatives, the Committee states that H.R. 4894 
will protect taxpayers from the risk of loss by repealing the 
``Orderly Liquidation Authority'' under Title II of the Dodd-
Frank Wall Street Reform and Consumer Protection Act.

   New Budget Authority, Entitlement Authority, and Tax Expenditures

    In compliance with clause 3(c)(2) of rule XIII of the Rules 
of the House of Representatives, the Committee adopts as its 
own the estimate of new budget authority, entitlement 
authority, or tax expenditures or revenues contained in the 
cost estimate prepared by the Director of the Congressional 
Budget Office pursuant to section 402 of the Congressional 
Budget Act of 1974.

                        Committee Cost Estimate

    The Committee adopts as its own the cost estimate prepared 
by the Director of the Congressional Budget Office pursuant to 
section 402 of the Congressional Budget Act of 1974.

                 Congressional Budget Office Estimates

    Pursuant to clause 3(c)(3) of rule XIII of the Rules of the 
House of Representatives, the following is the cost estimate 
provided by the Congressional Budget Office pursuant to section 
402 of the Congressional Budget Act of 1974:

                                     U.S. Congress,
                               Congressional Budget Office,
                                       Washington, DC, May 6, 2016.
Hon. Jeb Hensarling,
Chairman, Committee on Financial Services,
House of Representatives, Washington, DC.
    Dear Mr. Chairman: The Congressional Budget Office has 
prepared the enclosed cost estimate for H.R. 4894, a bill to 
repeal title II of the Dodd-Frank Wall Street Reform and 
Consumer Protection Act.
    If you wish further details on this estimate, we will be 
pleased to provide them. The CBO staff contact is Kathleen 
Gramp.
            Sincerely,
                                                        Keith Hall.
    Enclosure.

H.R. 4894--A bill to repeal title II of the Dodd-Frank Wall Street 
        Reform and Consumer Protection Act

    Summary: H.R. 4894 would repeal title II of the Dodd-Frank 
Wall Street Reform Act of 2010. That title provides the Federal 
Deposit Insurance Corporation (FDIC) with the authority and 
funding through the Orderly Liquidation Fund (OLF) to liquidate 
large, systemically important financial firms (including banks 
and nonbank firms) that become or are in danger of becoming 
insolvent, subject to certain conditions.
    Enacting H.R. 4894 would eliminate the FDIC's authority to 
use the OLF. Under current law CBO estimates there is a small 
chance that the OLF will be used over the next 10 years to 
resolve very costly financial failures of large firms. CBO 
estimates that any spending by the OLF will eventually be 
offset by fees imposed on a portion of the financial industry. 
However, because of the anticipated lag between OLF 
expenditures and fee collections, CBO estimates that the fund 
will operate at a net cost over the 2017-2026 period.
    CBO estimates that ending the FDIC's authority to use the 
OLF would reduce the deficit by $15.2 billion over the 2017-
2026 period, reflecting an estimated reduction in both direct 
spending and revenues of $20.3 billion and $5.1 billion, 
respectively. That estimated reduction in the deficit includes 
an estimated increase in net costs to the Deposit Insurance 
Fund (DIF) of $1 billion over the same period to resolve 
additional failures of federally insured depositary 
institutions.
    Pay-as-you-go procedures apply because enacting the 
legislation would affect direct spending and revenues. CBO 
estimates that implementing H.R. 4894 would have no significant 
effect on spending subject to appropriation.
    CBO estimates that enacting the legislation would not 
increase net direct spending or on-budget deficits by more than 
$5 billion in one or more of the four consecutive 10-year 
periods beginning in 2027.
    H.R. 4894 contains no intergovernmental mandates as defined 
in the Unfunded Mandates Reform Act (UMRA) and would not affect 
the budgets of state, local, or tribal governments.
    CBO expects that the FDIC would raise assessments on 
insured deposits to cover the cost of increased losses to the 
DIF. Doing so would increase the cost of an existing mandate on 
institutions responsible for paying those assessments. Some of 
those institutions may also experience savings as the bill 
would eliminate assessments associated with the OLF. CBO 
estimates that the incremental cost of the mandate would fall 
well below the annual threshold established in UMRA for 
private-sector mandates ($154 million in 2016, adjusted for 
inflation).
    Estimated cost to the Federal Government: The estimated 
budgetary effect of H.R. 4894 is shown in the following table. 
The costs of this legislation fall within budget function 370 
(commerce and housing credit).

------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                                           By fiscal year, in millions of dollars--
                                                             -----------------------------------------------------------------------------------------------------------------------------------
                                                                 2017       2018       2019       2020       2021       2022       2023       2024       2025       2026    2017-2021  2017-2026
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                          INCREASES OR DECREASES (-) IN DIRECT SPENDING
 
Orderly Liquidation Fund:
    Estimated Budget Authority..............................       -800     -1,400     -2,100     -2,900     -2,500     -2,200     -2,200     -2,300     -2,400     -2,500     -9,700    -21,300
    Estimated Outlays.......................................       -800     -1,400     -2,100     -2,900     -2,500     -2,200     -2,200     -2,300     -2,400     -2,500     -9,700    -21,300
Deposit Insurance Fund:
    Estimated Budget Authority..............................          0        100        150        150        150        150        100        100         50         50        550      1,000
    Estimated Outlays.......................................          0        100        150        150        150        150        100        100         50         50        550      1,000
    Total Changes:
        Estimated Budget Authority..........................       -800     -1,300     -1,950     -2,750     -2,350     -2,050     -2,100     -2,200     -2,350     -2,450     -9,150    -20,300
        Estimated Outlays...................................       -800     -1,300     -1,950     -2,750     -2,350     -2,050     -2,100     -2,200     -2,350     -2,450     -9,150    -20,300
 
                                                                                    DECREASES (-) IN REVENUES
 
Estimated Revenues..........................................          0       -100       -100       -200       -400       -600       -700       -800     -1,000     -1,200       -800     -5,100
 
                                                          NET DECREASE (-) IN THE DEFICIT FROM CHANGES IN DIRECT SPENDING AND REVENUES
 
Impact on Deficit...........................................       -800     -1,200     -1,850     -2,550     -1,950     -1,450     -1,400     -1,400     -1,350     -1,250     -8,350    -15,200
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

    Basis of estimate: For this estimate, CBO assumes that the 
legislation will be enacted near the beginning of fiscal year 
2017. CBO estimates that enacting H.R. 4894 would reduce the 
deficit by $15.2 billion over the 2017-2026 period. That 
estimate reflects effects on both the OLF and the DIF, both of 
which are administered by the FDIC.

Orderly liquidation fund

    Current law provides the FDIC with the authority and 
funding to resolve the failure--or possible failure--of large, 
systemically important bank and nonbank financial firms. Use of 
that authority is contingent on certain conditions, including 
findings by the Secretary of the Treasury that the bankruptcy 
process would not be appropriate for the resolution of the 
firm's financial difficulties and that the firm's failure would 
threaten the stability of the nation's financial system.
    If the necessary conditions are met, the FDIC is authorized 
to borrow funds from the Treasury and implement alternative 
legal arrangements to resolve the firms' financial problems. 
The FDIC is required to collect fees from other large financial 
firms to offset the cost of any losses resulting from those 
activities. The net outlays for any financial transactions 
stemming from the use of the OLF are recorded in the budget on 
a cash basis and any income from fees is recorded as revenue.
    Although the probability that the FDIC will have to 
liquidate a systemically important firm in any year is small, 
the potential cash flows associated with resolving them would 
likely be large. CBO's baseline projections reflect the 
estimated probability of various scenarios regarding the 
frequency and magnitude of systemic financial problems. On an 
expected value basis, CBO estimates that the potential use of 
those authorities under current law will increase the deficit 
by $16.2 billion over the 2017-2026 period, reflecting net 
direct spending for the OLF of $21.3 billion (which includes 
recoveries from the sale of assets) and revenues from fees of 
$5.1 billion, net of effects on payroll and income taxes. CBO 
estimates that repealing the authorities in title II would 
reduce the deficit by a corresponding amount.

Deposit insurance

    Repealing the FDIC's orderly liquidation authorities could 
change how failures of large, systemically important firms 
would be resolved in the future and who would bear those costs. 
In the absence of the OLF authority, CBO expects that any 
future defaults of such firms would have to be resolved through 
bankruptcy courts using financial resources available from the 
private sector. After considering the possibility of different 
outcomes, as detailed below, CBO estimates that without the 
OLF, the FDIC would realize additional net costs of about $1 
billion through the DIF over the next 10 years.
    CBO expects that if a systemically important financial firm 
were to fail, some federally insured depository institutions 
would be among its creditors, increasing the probability of 
losses to the DIF. CBO also expects that the losses of those 
creditors would be larger under a bankruptcy proceeding than a 
resolution under current law using the OLF because the timing 
and mechanisms of the bankruptcy process would probably place 
additional stress on the firm's creditors and other financial 
institutions.
    The potential effects on the DIF from enacting this 
legislation would depend on many legal, financial, and economic 
factors that are difficult to quantify. For example the risk to 
the DIF of additional bank failures would depend on the 
exposure of insured depository institutions to higher costs 
because of the bankruptcy proceedings undertaken to resolve 
systemically important firms, and whether such banks could 
remain financially solvent after absorbing such costs. To 
estimate the additional cost to the DIF under H.R. 4894, CBO 
considered the estimated cash flows of the OLF and also 
considered the types of interrelated financial institutions 
(knowns as counterparties) that would accrue losses because 
only insured depository institutions that fail would be 
resolved by the DIF.
    CBO's baseline estimate of the net budgetary effects of the 
DIF is an average reduction in the deficit of about $9 billion 
per year. That figure includes average income to the fund from 
insurance premiums and recoveries of $13 billion per year and 
costs to the fund to resolve failed institutions of $2 billion 
or $3 billion per year (excluding operating costs). Those 
estimates include a very small chance that a large, financially 
complex institution would fail and that any part of such a firm 
that is an insured depository institution would be resolved by 
the DIF.
    CBO estimates that under H.R. 4894, the value of assets of 
failed institutions requiring resolution by the FDIC would 
increase by about 5 percent above the amount in CBO's baseline 
estimates. (The DIF would reflect the overwhelming majority of 
the effects, although insurance funds, administered by the 
NCUA, could also experience a loss. This estimate includes the 
estimated cost to both.) To calculate the net effect on the 
federal budget, CBO considered conditions where the FDIC's loss 
ratio (loss given default, or the net cost of resolving a 
failed institution before changes in insurance assessment) 
varied from historical averages of about 18 percent to as high 
as 30 percent. Furthermore, CBO expects that the FDIC would 
eventually recover the cost of any additional losses by raising 
assessments on insured deposits; however, CBO estimates that 
such recoveries would occur over many years.
    Pay-As-You-Go considerations: The Statutory Pay-As-You-Go 
Act of 2010 establishes budget-reporting and enforcement 
procedures for legislation affecting direct spending or 
revenues. The net changes in outlays and revenues that are 
subject to those pay-as-you-go procedures are shown in the 
following table.

                             CBO ESTIMATE OF PAY-AS-YOU-GO EFFECTS FOR H.R. 4894, AS ORDERED REPORTED BY THE HOUSE COMMITTEE ON FINANCIAL SERVICES ON APRIL 13, 2016
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                                     By fiscal year, in millions of dollars----
                                                  ----------------------------------------------------------------------------------------------------------------------------------------------
                                                      2016       2017       2018       2019       2020       2021       2022       2023       2024       2025       2026    2016-2021  2016-2026
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                   NET DECREASE IN THE DEFICIT
 
Statutory Pay-As-You-Go Impact...................          0       -800     -1,200     -1,850     -2,550     -1,950     -1,450     -1,400     -1,400     -1,350     -1,250     -8,350    -15,200
Memorandum:
    Changes in Outlays...........................          0       -800     -1,300     -1,950     -2,750     -2,350     -2,050     -2,100     -2,200     -2,350     -2,450     -9,150    -20,300
    Changes in Revenues..........................          0          0       -100       -100       -200       -400       -600       -700       -800     -1,000     -1,200       -800     -5,100
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

    Increase in long term direct spending and deficits: CBO 
estimates that enacting the legislation would not increase net 
direct spending or on-budget deficits in any of the four 
consecutive 10-year periods beginning in 2027.
    Estimated impact on state, local, and tribal governments: 
H.R. 4894 contains no intergovernmental mandates as defined in 
UMRA and would not affect the budgets of state, local, or 
tribal governments.
    Estimated impact on the private sector: CBO expects that 
the FDIC would raise assessments on insured deposits to cover 
the cost of increased losses to the DIF. Doing so would 
increase the cost of an existing mandate on institutions 
responsible for paying those assessments. Some of those 
institutions may also experience savings, as the bill would 
eliminate the FDIC's authority to collect fees to offset losses 
associated with the OLF. CBO estimates that the incremental 
cost of the mandate would fall well below the annual threshold 
established in UMRA for private-sector mandates ($154 million 
in 2016, adjusted for inflation).
    Estimate prepared by: Federal costs: Kathleen Gramp (OLF) 
and Sarah Puro (DIF); Impact on state, local, and tribal 
governments: Rachel Austin; Impact on the private sector: Logan 
Smith.
    Estimate approved by: H. Samuel Papenfuss; Deputy Assistant 
Director for Budget Analysis.

                       Federal Mandates Statement

    The Committee adopts as its own the estimate of Federal 
mandates prepared by the Director of the Congressional Budget 
Office pursuant to section 423 of the Unfunded Mandates reform 
Act.

                      Advisory Committee Statement

    No advisory committees within the meaning of section 5(b) 
of the Federal Advisory Committee Act were created by this 
legislation.

                  Applicability to Legislative Branch

    The Committee finds that the legislation does not relate to 
the terms and conditions of employment or access to public 
services or accommodations within the meaning of the section 
102(b)(3) of the Congressional Accountability Act.

                         Earmark Identification

    H.R. 4894 does not contain any congressional earmarks, 
limited tax benefits, or limited tariff benefits as defined in 
clause 9 of rule XXI.

                    Duplication of Federal Programs

    Pursuant to section 3(g) of H. Res. 5, 114th Cong. (2015), 
the Committee states that no provision of H.R. 4894 establishes 
or reauthorizes a program of the Federal Government known to be 
duplicative of another Federal program, a program that was 
included in any report from the Government Accountability 
Office to Congress pursuant to section 21 of Public Law 111-
139, or a program related to a program identified in the most 
recent Catalog of Federal Domestic Assistance.

                   Disclosure of Directed Rulemaking

    Pursuant to section 3(i) of H. Res. 5, 114th Cong. (2015), 
the Committee states that H.R. 4894 contains no directed 
rulemaking.

             Section-by-Section Analysis of the Legislation


Section 1. Repeal of liquidation authority.

    This Section repeals Title II of the Dodd-Frank Wall Street 
Reform and Consumer Protection Act and provides that any 
Federal law amended by such title shall, on and after H.R. 
4894's effective date, be effective as if Title II had not been 
enacted.

         Changes in Existing Law Made by the Bill, as Reported

  In compliance with clause 3(e) of rule XIII of the Rules of 
the House of Representatives, changes in existing law made by 
the bill, as reported, are shown as follows (existing law 
proposed to be omitted is enclosed in black brackets, new 
matter is printed in italic, and existing law in which no 
change is proposed is shown in roman):

       DODD-FRANK WALL STREET REFORM AND CONSUMER PROTECTION ACT


SECTION 1. SHORT TITLE; TABLE OF CONTENTS.

  (a) Short Title.--This Act may be cited as the ``Dodd-Frank 
Wall Street Reform and Consumer Protection Act''.
  (b) Table of Contents.--The table of contents for this Act is 
as follows:

Sec. 1. Short title; table of contents.
     * * * * * * *

                [TITLE II--ORDERLY LIQUIDATION AUTHORITY

[Sec. 201. Definitions.
[Sec. 202. Judicial review.
[Sec. 203. Systemic risk determination.
[Sec. 204. Orderly liquidation of covered financial companies.
[Sec. 205. Orderly liquidation of covered brokers and dealers.
[Sec. 206. Mandatory terms and conditions for all orderly liquidation 
          actions.
[Sec. 207. Directors not liable for acquiescing in appointment of 
          receiver.
[Sec. 208. Dismissal and exclusion of other actions.
[Sec. 209. Rulemaking; non-conflicting law.
[Sec. 210. Powers and duties of the Corporation.
[Sec. 211. Miscellaneous provisions.
[Sec. 212. Prohibition of circumvention and prevention of conflicts of 
          interest.
[Sec. 213. Ban on certain activities by senior executives and directors.
[Sec. 214. Prohibition on taxpayer funding.
[Sec. 215. Study on secured creditor haircuts.
[Sec. 216. Study on bankruptcy process for financial and nonbank 
          financial institutions
[Sec. 217. Study on international coordination relating to bankruptcy 
          process for nonbank financial institutions]

           *       *       *       *       *       *       *


TITLE I--FINANCIAL STABILITY

           *       *       *       *       *       *       *


                Subtitle B--Office of Financial Research

SEC. 151. DEFINITIONS.

  For purposes of this subtitle--
          (1) the terms ``Office'' and ``Director'' mean the 
        Office of Financial Research established under this 
        subtitle and the Director thereof, respectively;
          [(2) the term ``financial company'' has the same 
        meaning as in title II, and includes an insured 
        depository institution and an insurance company;]
          (2) the term ``financial company'' means--
                  (A) any company that is incorporated or 
                organized under any provision of Federal law or 
                the laws of any State;
                  (B) any company that is--
                          (i) a bank holding company, as 
                        defined in section 2(a) of the Bank 
                        Holding Company Act of 1956 (12 U.S.C. 
                        1841(a));
                          (ii) a nonbank financial company 
                        supervised by the Board of Governors;
                          (iii) any company that is 
                        predominantly engaged in activities 
                        that the Board of Governors has 
                        determined are financial in nature or 
                        incidental thereto for purposes of 
                        section 4(k) of the Bank Holding 
                        Company Act of 1956 (12 U.S.C. 1843(k)) 
                        other than a company described in 
                        clause (i) or (ii); or
                          (iv) any subsidiary of any company 
                        described in any of clauses (i) through 
                        (iii) that is predominantly engaged in 
                        activities that the Board of Governors 
                        has determined are financial in nature 
                        or incidental thereto for purposes of 
                        section 4(k) of the Bank Holding 
                        Company Act of 1956 (12 U.S.C. 1843(k)) 
                        (other than a subsidiary that is an 
                        insured depository institution or an 
                        insurance company);
                  (C) any company that is not a Farm Credit 
                System institution chartered under and subject 
                to the provisions of the Farm Credit Act of 
                1971, as amended (12 U.S.C. 2001 et seq.), a 
                governmental entity, or a regulated entity, as 
                defined under section 1303(20) of the Federal 
                Housing Enterprises Financial Safety and 
                Soundness Act of 1992 (12 U.S.C. 4502(20)); and
                  (D) includes an insured depository 
                institution and an insurance company;
          (3) the term ``Data Center'' means the data center 
        established under section 154;
          (4) the term ``Research and Analysis Center'' means 
        the research and analysis center established under 
        section 154;
          (5) the term ``financial transaction data'' means the 
        structure and legal description of a financial 
        contract, with sufficient detail to describe the rights 
        and obligations between counterparties and make 
        possible an independent valuation;
          (6) the term ``position data''--
                  (A) means data on financial assets or 
                liabilities held on the balance sheet of a 
                financial company, where positions are created 
                or changed by the execution of a financial 
                transaction; and
                  (B) includes information that identifies 
                counterparties, the valuation by the financial 
                company of the position, and information that 
                makes possible an independent valuation of the 
                position;
          (7) the term ``financial contract'' means a legally 
        binding agreement between 2 or more counterparties, 
        describing rights and obligations relating to the 
        future delivery of items of intrinsic or extrinsic 
        value among the counterparties; and
          (8) the term ``financial instrument'' means a 
        financial contract in which the terms and conditions 
        are publicly available, and the roles of one or more of 
        the counterparties are assignable without the consent 
        of any of the other counterparties (including common 
        stock of a publicly traded company, government bonds, 
        or exchange traded futures and options contracts).

           *       *       *       *       *       *       *


Subtitle C--Additional Board of Governors Authority for Certain Nonbank 
Financial Companies and Bank Holding Companies

           *       *       *       *       *       *       *


SEC. 165. ENHANCED SUPERVISION AND PRUDENTIAL STANDARDS FOR NONBANK 
                    FINANCIAL COMPANIES SUPERVISED BY THE BOARD OF 
                    GOVERNORS AND CERTAIN BANK HOLDING COMPANIES.

  (a) In General.--
          (1) Purpose.--In order to prevent or mitigate risks 
        to the financial stability of the United States that 
        could arise from the material financial distress or 
        failure, or ongoing activities, of large, 
        interconnected financial institutions, the Board of 
        Governors shall, on its own or pursuant to 
        recommendations by the Council under section 115, 
        establish prudential standards for nonbank financial 
        companies supervised by the Board of Governors and bank 
        holding companies with total consolidated assets equal 
        to or greater than $50,000,000,000 that--
                  (A) are more stringent than the standards and 
                requirements applicable to nonbank financial 
                companies and bank holding companies that do 
                not present similar risks to the financial 
                stability of the United States; and
                  (B) increase in stringency, based on the 
                considerations identified in subsection (b)(3).
          (2) Tailored application.--
                  (A) In general.--In prescribing more 
                stringent prudential standards under this 
                section, the Board of Governors may, on its own 
                or pursuant to a recommendation by the Council 
                in accordance with section 115, differentiate 
                among companies on an individual basis or by 
                category, taking into consideration their 
                capital structure, riskiness, complexity, 
                financial activities (including the financial 
                activities of their subsidiaries), size, and 
                any other risk-related factors that the Board 
                of Governors deems appropriate.
                  (B) Adjustment of threshold for application 
                of certain standards.--The Board of Governors 
                may, pursuant to a recommendation by the 
                Council in accordance with section 115, 
                establish an asset threshold above 
                $50,000,000,000 for the application of any 
                standard established under subsections (c) 
                through (g).
  (b) Development of Prudential Standards.--
          (1) In general.--
                  (A) Required standards.--The Board of 
                Governors shall establish prudential standards 
                for nonbank financial companies supervised by 
                the Board of Governors and bank holding 
                companies described in subsection (a), that 
                shall include--
                          (i) risk-based capital requirements 
                        and leverage limits, unless the Board 
                        of Governors, in consultation with the 
                        Council, determines that such 
                        requirements are not appropriate for a 
                        company subject to more stringent 
                        prudential standards because of the 
                        activities of such company (such as 
                        investment company activities or assets 
                        under management) or structure, in 
                        which case, the Board of Governors 
                        shall apply other standards that result 
                        in similarly stringent risk controls;
                          (ii) liquidity requirements;
                          (iii) overall risk management 
                        requirements;
                          (iv) resolution plan and credit 
                        exposure report requirements; and
                          (v) concentration limits.
                  (B) Additional standards authorized.--The 
                Board of Governors may establish additional 
                prudential standards for nonbank financial 
                companies supervised by the Board of Governors 
                and bank holding companies described in 
                subsection (a), that include--
                          (i) a contingent capital requirement;
                          (ii) enhanced public disclosures;
                          (iii) short-term debt limits; and
                          (iv) such other prudential standards 
                        as the Board or Governors, on its own 
                        or pursuant to a recommendation made by 
                        the Council in accordance with section 
                        115, determines are appropriate.
          (2) Standards for foreign financial companies.--In 
        applying the standards set forth in paragraph (1) to 
        any foreign nonbank financial company supervised by the 
        Board of Governors or foreign-based bank holding 
        company, the Board of Governors shall--
                  (A) give due regard to the principle of 
                national treatment and equality of competitive 
                opportunity; and
                  (B) take into account the extent to which the 
                foreign financial company is subject on a 
                consolidated basis to home country standards 
                that are comparable to those applied to 
                financial companies in the United States.
          (3) Considerations.--In prescribing prudential 
        standards under paragraph (1), the Board of Governors 
        shall--
                  (A) take into account differences among 
                nonbank financial companies supervised by the 
                Board of Governors and bank holding companies 
                described in subsection (a), based on--
                          (i) the factors described in 
                        subsections (a) and (b) of section 113;
                          (ii) whether the company owns an 
                        insured depository institution;
                          (iii) nonfinancial activities and 
                        affiliations of the company; and
                          (iv) any other risk-related factors 
                        that the Board of Governors determines 
                        appropriate;
                  (B) to the extent possible, ensure that small 
                changes in the factors listed in subsections 
                (a) and (b) of section 113 would not result in 
                sharp, discontinuous changes in the prudential 
                standards established under paragraph (1) of 
                this subsection;
                  (C) take into account any recommendations of 
                the Council under section 115; and
                  (D) adapt the required standards as 
                appropriate in light of any predominant line of 
                business of such company, including assets 
                under management or other activities for which 
                particular standards may not be appropriate.
          (4) Consultation.--Before imposing prudential 
        standards or any other requirements pursuant to this 
        section, including notices of deficiencies in 
        resolution plans and more stringent requirements or 
        divestiture orders resulting from such notices, that 
        are likely to have a significant impact on a 
        functionally regulated subsidiary or depository 
        institution subsidiary of a nonbank financial company 
        supervised by the Board of Governors or a bank holding 
        company described in subsection (a), the Board of 
        Governors shall consult with each Council member that 
        primarily supervises any such subsidiary with respect 
        to any such standard or requirement.
          (5) Report.--The Board of Governors shall submit an 
        annual report to Congress regarding the implementation 
        of the prudential standards required pursuant to 
        paragraph (1), including the use of such standards to 
        mitigate risks to the financial stability of the United 
        States.
  (c) Contingent Capital.--
          (1) In general.--Subsequent to submission by the 
        Council of a report to Congress under section 115(c), 
        the Board of Governors may issue regulations that 
        require each nonbank financial company supervised by 
        the Board of Governors and bank holding companies 
        described in subsection (a) to maintain a minimum 
        amount of contingent capital that is convertible to 
        equity in times of financial stress.
          (2) Factors to consider.--In issuing regulations 
        under this subsection, the Board of Governors shall 
        consider--
                  (A) the results of the study undertaken by 
                the Council, and any recommendations of the 
                Council, under section 115(c);
                  (B) an appropriate transition period for 
                implementation of contingent capital under this 
                subsection;
                  (C) the factors described in subsection 
                (b)(3)(A);
                  (D) capital requirements applicable to the 
                nonbank financial company supervised by the 
                Board of Governors or a bank holding company 
                described in subsection (a), and subsidiaries 
                thereof; and
                  (E) any other factor that the Board of 
                Governors deems appropriate.
  (d) Resolution Plan and Credit Exposure Reports.--
          (1) Resolution plan.--The Board of Governors shall 
        require each nonbank financial company supervised by 
        the Board of Governors and bank holding companies 
        described in subsection (a) to report periodically to 
        the Board of Governors, the Council, and the 
        Corporation the plan of such company for rapid and 
        orderly resolution in the event of material financial 
        distress or failure, which shall include--
                  (A) information regarding the manner and 
                extent to which any insured depository 
                institution affiliated with the company is 
                adequately protected from risks arising from 
                the activities of any nonbank subsidiaries of 
                the company;
                  (B) full descriptions of the ownership 
                structure, assets, liabilities, and contractual 
                obligations of the company;
                  (C) identification of the cross-guarantees 
                tied to different securities, identification of 
                major counterparties, and a process for 
                determining to whom the collateral of the 
                company is pledged; and
                  (D) any other information that the Board of 
                Governors and the Corporation jointly require 
                by rule or order.
          (2) Credit exposure report.--The Board of Governors 
        shall require each nonbank financial company supervised 
        by the Board of Governors and bank holding companies 
        described in subsection (a) to report periodically to 
        the Board of Governors, the Council, and the 
        Corporation on--
                  (A) the nature and extent to which the 
                company has credit exposure to other 
                significant nonbank financial companies and 
                significant bank holding companies; and
                  (B) the nature and extent to which other 
                significant nonbank financial companies and 
                significant bank holding companies have credit 
                exposure to that company.
          (3) Review.--The Board of Governors and the 
        Corporation shall review the information provided in 
        accordance with this subsection by each nonbank 
        financial company supervised by the Board of Governors 
        and bank holding company described in subsection (a).
          (4) Notice of deficiencies.--If the Board of 
        Governors and the Corporation jointly determine, based 
        on their review under paragraph (3), that the 
        resolution plan of a nonbank financial company 
        supervised by the Board of Governors or a bank holding 
        company described in subsection (a) is not credible or 
        would not facilitate an orderly resolution of the 
        company under title 11, United States Code--
                  (A) the Board of Governors and the 
                Corporation shall notify the company of the 
                deficiencies in the resolution plan; and
                  (B) the company shall resubmit the resolution 
                plan within a timeframe determined by the Board 
                of Governors and the Corporation, with 
                revisions demonstrating that the plan is 
                credible and would result in an orderly 
                resolution under title 11, United States Code, 
                including any proposed changes in business 
                operations and corporate structure to 
                facilitate implementation of the plan.
          (5) Failure to resubmit credible plan.--
                  (A) In general.--If a nonbank financial 
                company supervised by the Board of Governors or 
                a bank holding company described in subsection 
                (a) fails to timely resubmit the resolution 
                plan as required under paragraph (4), with such 
                revisions as are required under subparagraph 
                (B), the Board of Governors and the Corporation 
                may jointly impose more stringent capital, 
                leverage, or liquidity requirements, or 
                restrictions on the growth, activities, or 
                operations of the company, or any subsidiary 
                thereof, until such time as the company 
                resubmits a plan that remedies the 
                deficiencies.
                  (B) Divestiture.--The Board of Governors and 
                the Corporation, in consultation with the 
                Council, may jointly direct a nonbank financial 
                company supervised by the Board of Governors or 
                a bank holding company described in subsection 
                (a), by order, to divest certain assets or 
                operations identified by the Board of Governors 
                and the Corporation, to facilitate an orderly 
                resolution of such company under title 11, 
                United States Code, in the event of the failure 
                of such company, in any case in which--
                          (i) the Board of Governors and the 
                        Corporation have jointly imposed more 
                        stringent requirements on the company 
                        pursuant to subparagraph (A); and
                          (ii) the company has failed, within 
                        the 2-year period beginning on the date 
                        of the imposition of such requirements 
                        under subparagraph (A), to resubmit the 
                        resolution plan with such revisions as 
                        were required under paragraph (4)(B).
          (6) No limiting effect.--A resolution plan submitted 
        in accordance with this subsection shall not be binding 
        on a bankruptcy court[, a receiver appointed under 
        title II,] or any other authority that is authorized or 
        required to resolve the nonbank financial company 
        supervised by the Board, any bank holding company, or 
        any subsidiary or affiliate of the foregoing.
          (7) No private right of action.--No private right of 
        action may be based on any resolution plan submitted in 
        accordance with this subsection.
          (8) Rules.--Not later than 18 months after the date 
        of enactment of this Act, the Board of Governors and 
        the Corporation shall jointly issue final rules 
        implementing this subsection.
  (e) Concentration Limits.--
          (1) Standards.--In order to limit the risks that the 
        failure of any individual company could pose to a 
        nonbank financial company supervised by the Board of 
        Governors or a bank holding company described in 
        subsection (a), the Board of Governors, by regulation, 
        shall prescribe standards that limit such risks.
          (2) Limitation on credit exposure.--The regulations 
        prescribed by the Board of Governors under paragraph 
        (1) shall prohibit each nonbank financial company 
        supervised by the Board of Governors and bank holding 
        company described in subsection (a) from having credit 
        exposure to any unaffiliated company that exceeds 25 
        percent of the capital stock and surplus (or such lower 
        amount as the Board of Governors may determine by 
        regulation to be necessary to mitigate risks to the 
        financial stability of the United States) of the 
        company.
          (3) Credit exposure.--For purposes of paragraph (2), 
        ``credit exposure'' to a company means--
                  (A) all extensions of credit to the company, 
                including loans, deposits, and lines of credit;
                  (B) all repurchase agreements and reverse 
                repurchase agreements with the company, and all 
                securities borrowing and lending transactions 
                with the company, to the extent that such 
                transactions create credit exposure for the 
                nonbank financial company supervised by the 
                Board of Governors or a bank holding company 
                described in subsection (a);
                  (C) all guarantees, acceptances, or letters 
                of credit (including endorsement or standby 
                letters of credit) issued on behalf of the 
                company;
                  (D) all purchases of or investment in 
                securities issued by the company;
                  (E) counterparty credit exposure to the 
                company in connection with a derivative 
                transaction between the nonbank financial 
                company supervised by the Board of Governors or 
                a bank holding company described in subsection 
                (a) and the company; and
                  (F) any other similar transactions that the 
                Board of Governors, by regulation, determines 
                to be a credit exposure for purposes of this 
                section.
          (4) Attribution rule.--For purposes of this 
        subsection, any transaction by a nonbank financial 
        company supervised by the Board of Governors or a bank 
        holding company described in subsection (a) with any 
        person is a transaction with a company, to the extent 
        that the proceeds of the transaction are used for the 
        benefit of, or transferred to, that company.
          (5) Rulemaking.--The Board of Governors may issue 
        such regulations and orders, including definitions 
        consistent with this section, as may be necessary to 
        administer and carry out this subsection.
          (6) Exemptions.--This subsection shall not apply to 
        any Federal home loan bank. The Board of Governors may, 
        by regulation or order, exempt transactions, in whole 
        or in part, from the definition of the term ``credit 
        exposure'' for purposes of this subsection, if the 
        Board of Governors finds that the exemption is in the 
        public interest and is consistent with the purpose of 
        this subsection.
          (7) Transition period.--
                  (A) In general.--This subsection and any 
                regulations and orders of the Board of 
                Governors under this subsection shall not be 
                effective until 3 years after the date of 
                enactment of this Act.
                  (B) Extension authorized.--The Board of 
                Governors may extend the period specified in 
                subparagraph (A) for not longer than an 
                additional 2 years.
  (f) Enhanced Public Disclosures.--The Board of Governors may 
prescribe, by regulation, periodic public disclosures by 
nonbank financial companies supervised by the Board of 
Governors and bank holding companies described in subsection 
(a) in order to support market evaluation of the risk profile, 
capital adequacy, and risk management capabilities thereof.
  (g) Short-term Debt Limits.--
          (1) In general.--In order to mitigate the risks that 
        an over-accumulation of short-term debt could pose to 
        financial companies and to the stability of the United 
        States financial system, the Board of Governors may, by 
        regulation, prescribe a limit on the amount of short-
        term debt, including off-balance sheet exposures, that 
        may be accumulated by any bank holding company 
        described in subsection (a) and any nonbank financial 
        company supervised by the Board of Governors.
          (2) Basis of limit.--Any limit prescribed under 
        paragraph (1) shall be based on the short-term debt of 
        the company described in paragraph (1) as a percentage 
        of capital stock and surplus of the company or on such 
        other measure as the Board of Governors considers 
        appropriate.
          (3) Short-term debt defined.--For purposes of this 
        subsection, the term ``short-term debt'' means such 
        liabilities with short-dated maturity that the Board of 
        Governors identifies, by regulation, except that such 
        term does not include insured deposits.
          (4) Rulemaking authority.--In addition to prescribing 
        regulations under paragraphs (1) and (3), the Board of 
        Governors may prescribe such regulations, including 
        definitions consistent with this subsection, and issue 
        such orders, as may be necessary to carry out this 
        subsection.
          (5) Authority to issue exemptions and adjustments.--
        Notwithstanding the Bank Holding Company Act of 1956 
        (12 U.S.C. 1841 et seq.), the Board of Governors may, 
        if it determines such action is necessary to ensure 
        appropriate heightened prudential supervision, with 
        respect to a company described in paragraph (1) that 
        does not control an insured depository institution, 
        issue to such company an exemption from or adjustment 
        to the limit prescribed under paragraph (1).
  (h) Risk Committee.--
          (1) Nonbank financial companies supervised by the 
        board of governors.--The Board of Governors shall 
        require each nonbank financial company supervised by 
        the Board of Governors that is a publicly traded 
        company to establish a risk committee, as set forth in 
        paragraph (3), not later than 1 year after the date of 
        receipt of a notice of final determination under 
        section 113(e)(3) with respect to such nonbank 
        financial company supervised by the Board of Governors.
          (2) Certain bank holding companies.--
                  (A) Mandatory regulations.--The Board of 
                Governors shall issue regulations requiring 
                each bank holding company that is a publicly 
                traded company and that has total consolidated 
                assets of not less than $10,000,000,000 to 
                establish a risk committee, as set forth in 
                paragraph (3).
                  (B) Permissive regulations.--The Board of 
                Governors may require each bank holding company 
                that is a publicly traded company and that has 
                total consolidated assets of less than 
                $10,000,000,000 to establish a risk committee, 
                as set forth in paragraph (3), as determined 
                necessary or appropriate by the Board of 
                Governors to promote sound risk management 
                practices.
          (3) Risk committee.--A risk committee required by 
        this subsection shall--
                  (A) be responsible for the oversight of the 
                enterprise-wide risk management practices of 
                the nonbank financial company supervised by the 
                Board of Governors or bank holding company 
                described in subsection (a), as applicable;
                  (B) include such number of independent 
                directors as the Board of Governors may 
                determine appropriate, based on the nature of 
                operations, size of assets, and other 
                appropriate criteria related to the nonbank 
                financial company supervised by the Board of 
                Governors or a bank holding company described 
                in subsection (a), as applicable; and
                  (C) include at least 1 risk management expert 
                having experience in identifying, assessing, 
                and managing risk exposures of large, complex 
                firms.
          (4) Rulemaking.--The Board of Governors shall issue 
        final rules to carry out this subsection, not later 
        than 1 year after the transfer date, to take effect not 
        later than 15 months after the transfer date.
  (i) Stress Tests.--
          (1) By the board of governors.--
                  (A) Annual tests required.--The Board of 
                Governors, in coordination with the appropriate 
                primary financial regulatory agencies and the 
                Federal Insurance Office, shall conduct annual 
                analyses in which nonbank financial companies 
                supervised by the Board of Governors and bank 
                holding companies described in subsection (a) 
                are subject to evaluation of whether such 
                companies have the capital, on a total 
                consolidated basis, necessary to absorb losses 
                as a result of adverse economic conditions.
                  (B) Test parameters and consequences.--The 
                Board of Governors--
                          (i) shall provide for at least 3 
                        different sets of conditions under 
                        which the evaluation required by this 
                        subsection shall be conducted, 
                        including baseline, adverse, and 
                        severely adverse;
                          (ii) may require the tests described 
                        in subparagraph (A) at bank holding 
                        companies and nonbank financial 
                        companies, in addition to those for 
                        which annual tests are required under 
                        subparagraph (A);
                          (iii) may develop and apply such 
                        other analytic techniques as are 
                        necessary to identify, measure, and 
                        monitor risks to the financial 
                        stability of the United States;
                          (iv) shall require the companies 
                        described in subparagraph (A) to update 
                        their resolution plans required under 
                        subsection (d)(1), as the Board of 
                        Governors determines appropriate, based 
                        on the results of the analyses; and
                          (v) shall publish a summary of the 
                        results of the tests required under 
                        subparagraph (A) or clause (ii) of this 
                        subparagraph.
          (2) By the company.--
                  (A) Requirement.--A nonbank financial company 
                supervised by the Board of Governors and a bank 
                holding company described in subsection (a) 
                shall conduct semiannual stress tests. All 
                other financial companies that have total 
                consolidated assets of more than 
                $10,000,000,000 and are regulated by a primary 
                Federal financial regulatory agency shall 
                conduct annual stress tests. The tests required 
                under this subparagraph shall be conducted in 
                accordance with the regulations prescribed 
                under subparagraph (C).
                  (B) Report.--A company required to conduct 
                stress tests under subparagraph (A) shall 
                submit a report to the Board of Governors and 
                to its primary financial regulatory agency at 
                such time, in such form, and containing such 
                information as the primary financial regulatory 
                agency shall require.
                  (C) Regulations.--Each Federal primary 
                financial regulatory agency, in coordination 
                with the Board of Governors and the Federal 
                Insurance Office, shall issue consistent and 
                comparable regulations to implement this 
                paragraph that shall--
                          (i) define the term ``stress test'' 
                        for purposes of this paragraph;
                          (ii) establish methodologies for the 
                        conduct of stress tests required by 
                        this paragraph that shall provide for 
                        at least 3 different sets of 
                        conditions, including baseline, 
                        adverse, and severely adverse;
                          (iii) establish the form and content 
                        of the report required by subparagraph 
                        (B); and
                          (iv) require companies subject to 
                        this paragraph to publish a summary of 
                        the results of the required stress 
                        tests.
  (j) Leverage Limitation.--
          (1) Requirement.--The Board of Governors shall 
        require a bank holding company with total consolidated 
        assets equal to or greater than $50,000,000,000 or a 
        nonbank financial company supervised by the Board of 
        Governors to maintain a debt to equity ratio of no more 
        than 15 to 1, upon a determination by the Council that 
        such company poses a grave threat to the financial 
        stability of the United States and that the imposition 
        of such requirement is necessary to mitigate the risk 
        that such company poses to the financial stability of 
        the United States. Nothing in this paragraph shall 
        apply to a Federal home loan bank.
          (2) Considerations.--In making a determination under 
        this subsection, the Council shall consider the factors 
        described in subsections (a) and (b) of section 113 and 
        any other risk-related factors that the Council deems 
        appropriate.
          (3) Regulations.--The Board of Governors shall 
        promulgate regulations to establish procedures and 
        timelines for complying with the requirements of this 
        subsection.
  (k) Inclusion of Off-balance-sheet Activities in Computing 
Capital Requirements.--
          (1) In general.--In the case of any bank holding 
        company described in subsection (a) or nonbank 
        financial company supervised by the Board of Governors, 
        the computation of capital for purposes of meeting 
        capital requirements shall take into account any off-
        balance-sheet activities of the company.
          (2) Exemptions.--If the Board of Governors determines 
        that an exemption from the requirement under paragraph 
        (1) is appropriate, the Board of Governors may exempt a 
        company, or any transaction or transactions engaged in 
        by such company, from the requirements of paragraph 
        (1).
          (3) Off-balance-sheet activities defined.--For 
        purposes of this subsection, the term ``off-balance-
        sheet activities'' means an existing liability of a 
        company that is not currently a balance sheet 
        liability, but may become one upon the happening of 
        some future event, including the following 
        transactions, to the extent that they may create a 
        liability:
                  (A) Direct credit substitutes in which a bank 
                substitutes its own credit for a third party, 
                including standby letters of credit.
                  (B) Irrevocable letters of credit that 
                guarantee repayment of commercial paper or tax-
                exempt securities.
                  (C) Risk participations in bankers' 
                acceptances.
                  (D) Sale and repurchase agreements.
                  (E) Asset sales with recourse against the 
                seller.
                  (F) Interest rate swaps.
                  (G) Credit swaps.
                  (H) Commodities contracts.
                  (I) Forward contracts.
                  (J) Securities contracts.
                  (K) Such other activities or transactions as 
                the Board of Governors may, by rule, define.

           *       *       *       *       *       *       *


                [TITLE II--ORDERLY LIQUIDATION AUTHORITY

[SEC. 201. DEFINITIONS.

  [(a) In General.--In this title, the following definitions 
shall apply:
          [(1) Administrative expenses of the receiver.--The 
        term ``administrative expenses of the receiver'' 
        includes--
                  [(A) the actual, necessary costs and expenses 
                incurred by the Corporation as receiver for a 
                covered financial company in liquidating a 
                covered financial company; and
                  [(B) any obligations that the Corporation as 
                receiver for a covered financial company 
                determines are necessary and appropriate to 
                facilitate the smooth and orderly liquidation 
                of the covered financial company.
          [(2) Bankruptcy code.--The term ``Bankruptcy Code'' 
        means title 11, United States Code.
          [(3) Bridge financial company.--The term ``bridge 
        financial company'' means a new financial company 
        organized by the Corporation in accordance with section 
        210(h) for the purpose of resolving a covered financial 
        company.
          [(4) Claim.--The term ``claim'' means any right to 
        payment, whether or not such right is reduced to 
        judgment, liquidated, unliquidated, fixed, contingent, 
        matured, unmatured, disputed, undisputed, legal, 
        equitable, secured, or unsecured.
          [(5) Company.--The term ``company'' has the same 
        meaning as in section 2(b) of the Bank Holding Company 
        Act of 1956 (12 U.S.C. 1841(b)), except that such term 
        includes any company described in paragraph (11), the 
        majority of the securities of which are owned by the 
        United States or any State.
          [(6) Court.--The term ``Court'' means the United 
        States District Court for the District of Columbia, 
        unless the context otherwise requires.
          [(7) Covered broker or dealer.--The term ``covered 
        broker or dealer'' means a covered financial company 
        that is a broker or dealer that--
                  [(A) is registered with the Commission under 
                section 15(b) of the Securities Exchange Act of 
                1934 (15 U.S.C. 78o(b)); and
                  [(B) is a member of SIPC.
          [(8) Covered financial company.--The term ``covered 
        financial company''--
                  [(A) means a financial company for which a 
                determination has been made under section 
                203(b); and
                  [(B) does not include an insured depository 
                institution.
          [(9) Covered subsidiary.--The term ``covered 
        subsidiary'' means a subsidiary of a covered financial 
        company, other than--
                  [(A) an insured depository institution;
                  [(B) an insurance company; or
                  [(C) a covered broker or dealer.
          [(10) Definitions relating to covered brokers and 
        dealers.--The terms ``customer'', ``customer name 
        securities'', ``customer property'', and ``net equity'' 
        in the context of a covered broker or dealer, have the 
        same meanings as in section 16 of the Securities 
        Investor Protection Act of 1970 (15 U.S.C. 78lll).
          [(11) Financial company.--The term ``financial 
        company'' means any company that--
                  [(A) is incorporated or organized under any 
                provision of Federal law or the laws of any 
                State;
                  [(B) is--
                          [(i) a bank holding company, as 
                        defined in section 2(a) of the Bank 
                        Holding Company Act of 1956 (12 U.S.C. 
                        1841(a));
                          [(ii) a nonbank financial company 
                        supervised by the Board of Governors;
                          [(iii) any company that is 
                        predominantly engaged in activities 
                        that the Board of Governors has 
                        determined are financial in nature or 
                        incidental thereto for purposes of 
                        section 4(k) of the Bank Holding 
                        Company Act of 1956 (12 U.S.C. 1843(k)) 
                        other than a company described in 
                        clause (i) or (ii); or
                          [(iv) any subsidiary of any company 
                        described in any of clauses (i) through 
                        (iii) that is predominantly engaged in 
                        activities that the Board of Governors 
                        has determined are financial in nature 
                        or incidental thereto for purposes of 
                        section 4(k) of the Bank Holding 
                        Company Act of 1956 (12 U.S.C. 1843(k)) 
                        (other than a subsidiary that is an 
                        insured depository institution or an 
                        insurance company); and
                  [(C) is not a Farm Credit System institution 
                chartered under and subject to the provisions 
                of the Farm Credit Act of 1971, as amended (12 
                U.S.C. 2001 et seq.), a governmental entity, or 
                a regulated entity, as defined under section 
                1303(20) of the Federal Housing Enterprises 
                Financial Safety and Soundness Act of 1992 (12 
                U.S.C. 4502(20)).
          [(12) Fund.--The term ``Fund'' means the Orderly 
        Liquidation Fund established under section 210(n).
          [(13) Insurance company.--The term ``insurance 
        company'' means any entity that is--
                  [(A) engaged in the business of insurance;
                  [(B) subject to regulation by a State 
                insurance regulator; and
                  [(C) covered by a State law that is designed 
                to specifically deal with the rehabilitation, 
                liquidation, or insolvency of an insurance 
                company.
          [(14) Nonbank financial company.--The term ``nonbank 
        financial company'' has the same meaning as in section 
        102(a)(4)(C).
          [(15) Nonbank financial company supervised by the 
        board of governors.--The term ``nonbank financial 
        company supervised by the Board of Governors'' has the 
        same meaning as in section 102(a)(4)(D).
          [(16) SIPC.--The term ``SIPC'' means the Securities 
        Investor Protection Corporation.
  [(b) Definitional Criteria.--For purpose of the definition of 
the term ``financial company'' under subsection (a)(11), no 
company shall be deemed to be predominantly engaged in 
activities that the Board of Governors has determined are 
financial in nature or incidental thereto for purposes of 
section 4(k) of the Bank Holding Company Act of 1956 (12 U.S.C. 
1843(k)), if the consolidated revenues of such company from 
such activities constitute less than 85 percent of the total 
consolidated revenues of such company, as the Corporation, in 
consultation with the Secretary, shall establish by regulation. 
In determining whether a company is a financial company under 
this title, the consolidated revenues derived from the 
ownership or control of a depository institution shall be 
included.

[SEC. 202. JUDICIAL REVIEW.

  [(a) Commencement of Orderly Liquidation.--
          [(1) Petition to district court.--
                  [(A) District court review.--
                          [(i) Petition to district court.--
                        Subsequent to a determination by the 
                        Secretary under section 203 that a 
                        financial company satisfies the 
                        criteria in section 203(b), the 
                        Secretary shall notify the Corporation 
                        and the covered financial company. If 
                        the board of directors (or body 
                        performing similar functions) of the 
                        covered financial company acquiesces or 
                        consents to the appointment of the 
                        Corporation as receiver, the Secretary 
                        shall appoint the Corporation as 
                        receiver. If the board of directors (or 
                        body performing similar functions) of 
                        the covered financial company does not 
                        acquiesce or consent to the appointment 
                        of the Corporation as receiver, the 
                        Secretary shall petition the United 
                        States District Court for the District 
                        of Columbia for an order authorizing 
                        the Secretary to appoint the 
                        Corporation as receiver.
                          [(ii) Form and content of order.--The 
                        Secretary shall present all relevant 
                        findings and the recommendation made 
                        pursuant to section 203(a) to the 
                        Court. The petition shall be filed 
                        under seal.
                          [(iii) Determination.--On a strictly 
                        confidential basis, and without any 
                        prior public disclosure, the Court, 
                        after notice to the covered financial 
                        company and a hearing in which the 
                        covered financial company may oppose 
                        the petition, shall determine whether 
                        the determination of the Secretary that 
                        the covered financial company is in 
                        default or in danger of default and 
                        satisfies the definition of a financial 
                        company under section 201(a)(11) is 
                        arbitrary and capricious.
                          [(iv) Issuance of order.--If the 
                        Court determines that the determination 
                        of the Secretary that the covered 
                        financial company is in default or in 
                        danger of default and satisfies the 
                        definition of a financial company under 
                        section 201(a)(11)--
                                  [(I) is not arbitrary and 
                                capricious, the Court shall 
                                issue an order immediately 
                                authorizing the Secretary to 
                                appoint the Corporation as 
                                receiver of the covered 
                                financial company; or
                                  [(II) is arbitrary and 
                                capricious, the Court shall 
                                immediately provide to the 
                                Secretary a written statement 
                                of each reason supporting its 
                                determination, and afford the 
                                Secretary an immediate 
                                opportunity to amend and refile 
                                the petition under clause (i).
                          [(v) Petition granted by operation of 
                        law.--If the Court does not make a 
                        determination within 24 hours of 
                        receipt of the petition--
                                  [(I) the petition shall be 
                                granted by operation of law;
                                  [(II) the Secretary shall 
                                appoint the Corporation as 
                                receiver; and
                                  [(III) liquidation under this 
                                title shall automatically and 
                                without further notice or 
                                action be commenced and the 
                                Corporation may immediately 
                                take all actions authorized 
                                under this title.
                  [(B) Effect of determination.--The 
                determination of the Court under subparagraph 
                (A) shall be final, and shall be subject to 
                appeal only in accordance with paragraph (2). 
                The decision shall not be subject to any stay 
                or injunction pending appeal. Upon conclusion 
                of its proceedings under subparagraph (A), the 
                Court shall provide immediately for the record 
                a written statement of each reason supporting 
                the decision of the Court, and shall provide 
                copies thereof to the Secretary and the covered 
                financial company.
                  [(C) Criminal penalties.--A person who 
                recklessly discloses a determination of the 
                Secretary under section 203(b) or a petition of 
                the Secretary under subparagraph (A), or the 
                pendency of court proceedings as provided for 
                under subparagraph (A), shall be fined not more 
                than 250,000, or imprisoned for not more than 5 
                years, or both.
          [(2) Appeal of decisions of the district court.--
                  [(A) Appeal to court of appeals.--
                          [(i) In general.--Subject to clause 
                        (ii), the United States Court of 
                        Appeals for the District of Columbia 
                        Circuit shall have jurisdiction of an 
                        appeal of a final decision of the Court 
                        filed by the Secretary or a covered 
                        financial company, through its board of 
                        directors, notwithstanding section 
                        210(a)(1)(A)(i), not later than 30 days 
                        after the date on which the decision of 
                        the Court is rendered or deemed 
                        rendered under this subsection.
                          [(ii) Condition of jurisdiction.--The 
                        Court of Appeals shall have 
                        jurisdiction of an appeal by a covered 
                        financial company only if the covered 
                        financial company did not acquiesce or 
                        consent to the appointment of a 
                        receiver by the Secretary under 
                        paragraph (1)(A).
                          [(iii) Expedition.--The Court of 
                        Appeals shall consider any appeal under 
                        this subparagraph on an expedited 
                        basis.
                          [(iv) Scope of review.--For an appeal 
                        taken under this subparagraph, review 
                        shall be limited to whether the 
                        determination of the Secretary that a 
                        covered financial company is in default 
                        or in danger of default and satisfies 
                        the definition of a financial company 
                        under section 201(a)(11) is arbitrary 
                        and capricious.
                  [(B) Appeal to the supreme court.--
                          [(i) In general.--A petition for a 
                        writ of certiorari to review a decision 
                        of the Court of Appeals under 
                        subparagraph (A) may be filed by the 
                        Secretary or the covered financial 
                        company, through its board of 
                        directors, notwithstanding section 
                        210(a)(1)(A)(i), with the Supreme Court 
                        of the United States, not later than 30 
                        days after the date of the final 
                        decision of the Court of Appeals, and 
                        the Supreme Court shall have 
                        discretionary jurisdiction to review 
                        such decision.
                          [(ii) Written statement.--In the 
                        event of a petition under clause (i), 
                        the Court of Appeals shall immediately 
                        provide for the record a written 
                        statement of each reason for its 
                        decision.
                          [(iii) Expedition.--The Supreme Court 
                        shall consider any petition under this 
                        subparagraph on an expedited basis.
                          [(iv) Scope of review.--Review by the 
                        Supreme Court under this subparagraph 
                        shall be limited to whether the 
                        determination of the Secretary that the 
                        covered financial company is in default 
                        or in danger of default and satisfies 
                        the definition of a financial company 
                        under section 201(a)(11) is arbitrary 
                        and capricious.
  [(b) Establishment and Transmittal of Rules and Procedures.--
          [(1) In general.--Not later than 6 months after the 
        date of enactment of this Act, the Court shall 
        establish such rules and procedures as may be necessary 
        to ensure the orderly conduct of proceedings, including 
        rules and procedures to ensure that the 24-hour 
        deadline is met and that the Secretary shall have an 
        ongoing opportunity to amend and refile petitions under 
        subsection (a)(1).
          [(2) Publication of rules.--The rules and procedures 
        established under paragraph (1), and any modifications 
        of such rules and procedures, shall be recorded and 
        shall be transmitted to--
                  [(A) the Committee on the Judiciary of the 
                Senate;
                  [(B) the Committee on Banking, Housing, and 
                Urban Affairs of the Senate;
                  [(C) the Committee on the Judiciary of the 
                House of Representatives; and
                  [(D) the Committee on Financial Services of 
                the House of Representatives.
  [(c) Provisions Applicable to Financial Companies.--
          [(1) Bankruptcy code.--Except as provided in this 
        subsection, the provisions of the Bankruptcy Code and 
        rules issued thereunder or otherwise applicable 
        insolvency law, and not the provisions of this title, 
        shall apply to financial companies that are not covered 
        financial companies for which the Corporation has been 
        appointed as receiver.
          [(2) This title.--The provisions of this title shall 
        exclusively apply to and govern all matters relating to 
        covered financial companies for which the Corporation 
        is appointed as receiver, and no provisions of the 
        Bankruptcy Code or the rules issued thereunder shall 
        apply in such cases, except as expressly provided in 
        this title.
  [(d) Time Limit on Receivership Authority.--
          [(1) Baseline period.--Any appointment of the 
        Corporation as receiver under this section shall 
        terminate at the end of the 3-year period beginning on 
        the date on which such appointment is made.
          [(2) Extension of time limit.--The time limit 
        established in paragraph (1) may be extended by the 
        Corporation for up to 1 additional year, if the 
        Chairperson of the Corporation determines and certifies 
        in writing to the Committee on Banking, Housing, and 
        Urban Affairs of the Senate and the Committee on 
        Financial Services of the House of Representatives that 
        continuation of the receivership is necessary--
                  [(A) to--
                          [(i) maximize the net present value 
                        return from the sale or other 
                        disposition of the assets of the 
                        covered financial company; or
                          [(ii) minimize the amount of loss 
                        realized upon the sale or other 
                        disposition of the assets of the 
                        covered financial company; and
                  [(B) to protect the stability of the 
                financial system of the United States.
          [(3) Second extension of time limit.--
                  [(A) In general.--The time limit under this 
                subsection, as extended under paragraph (2), 
                may be extended for up to 1 additional year, if 
                the Chairperson of the Corporation, with the 
                concurrence of the Secretary, submits the 
                certifications described in paragraph (2).
                  [(B) Additional report required.--Not later 
                than 30 days after the date of commencement of 
                the extension under subparagraph (A), the 
                Corporation shall submit a report to the 
                Committee on Banking, Housing, and Urban 
                Affairs of the Senate and the Committee on 
                Financial Services of the House of 
                Representatives describing the need for the 
                extension and the specific plan of the 
                Corporation to conclude the receivership before 
                the end of the second extension.
          [(4) Ongoing litigation.--The time limit under this 
        subsection, as extended under paragraph (3), may be 
        further extended solely for the purpose of completing 
        ongoing litigation in which the Corporation as receiver 
        is a party, provided that the appointment of the 
        Corporation as receiver shall terminate not later than 
        90 days after the date of completion of such 
        litigation, if--
                  [(A) the Council determines that the 
                Corporation used its best efforts to conclude 
                the receivership in accordance with its plan 
                before the end of the time limit described in 
                paragraph (3);
                  [(B) the Council determines that the 
                completion of longer-term responsibilities in 
                the form of ongoing litigation justifies the 
                need for an extension; and
                  [(C) the Corporation submits a report 
                approved by the Council not later than 30 days 
                after the date of the determinations by the 
                Council under subparagraphs (A) and (B) to the 
                Committee on Banking, Housing, and Urban 
                Affairs of the Senate and the Committee on 
                Financial Services of the House of 
                Representatives, describing--
                          [(i) the ongoing litigation 
                        justifying the need for an extension; 
                        and
                          [(ii) the specific plan of the 
                        Corporation to complete the litigation 
                        and conclude the receivership.
          [(5) Regulations.--The Corporation may issue 
        regulations governing the termination of receiverships 
        under this title.
          [(6) No liability.--The Corporation and the Deposit 
        Insurance Fund shall not be liable for unresolved 
        claims arising from the receivership after the 
        termination of the receivership.
  [(e) Study of Bankruptcy and Orderly Liquidation Process for 
Financial Companies.--
          [(1) Study.--
                  [(A) In general.--The Administrative Office 
                of the United States Courts and the Comptroller 
                General of the United States shall each monitor 
                the activities of the Court, and each such 
                Office shall conduct separate studies regarding 
                the bankruptcy and orderly liquidation process 
                for financial companies under the Bankruptcy 
                Code.
                  [(B) Issues to be studied.--In conducting the 
                study under subparagraph (A), the 
                Administrative Office of the United States 
                Courts and the Comptroller General of the 
                United States each shall evaluate--
                          [(i) the effectiveness of chapter 7 
                        or chapter 11 of the Bankruptcy Code in 
                        facilitating the orderly liquidation or 
                        reorganization of financial companies;
                          [(ii) ways to maximize the efficiency 
                        and effectiveness of the Court; and
                          [(iii) ways to make the orderly 
                        liquidation process under the 
                        Bankruptcy Code for financial companies 
                        more effective.
          [(2) Reports.--Not later than 1 year after the date 
        of enactment of this Act, in each successive year until 
        the third year, and every fifth year after that date of 
        enactment, the Administrative Office of the United 
        States Courts and the Comptroller General of the United 
        States shall submit to the Committee on Banking, 
        Housing, and Urban Affairs and the Committee on the 
        Judiciary of the Senate and the Committee on Financial 
        Services and the Committee on the Judiciary of the 
        House of Representatives separate reports summarizing 
        the results of the studies conducted under paragraph 
        (1).
  [(f) Study of International Coordination Relating to 
Bankruptcy Process for Financial Companies.--
          [(1) Study.--
                  [(A) In general.--The Comptroller General of 
                the United States shall conduct a study 
                regarding international coordination relating 
                to the orderly liquidation of financial 
                companies under the Bankruptcy Code.
                  [(B) Issues to be studied.--In conducting the 
                study under subparagraph (A), the Comptroller 
                General of the United States shall evaluate, 
                with respect to the bankruptcy process for 
                financial companies--
                          [(i) the extent to which 
                        international coordination currently 
                        exists;
                          [(ii) current mechanisms and 
                        structures for facilitating 
                        international cooperation;
                          [(iii) barriers to effective 
                        international coordination; and
                          [(iv) ways to increase and make more 
                        effective international coordination.
          [(2) Report.--Not later than 1 year after the date of 
        enactment of this Act, the Comptroller General of the 
        United States shall submit to the Committee on Banking, 
        Housing, and Urban Affairs and the Committee on the 
        Judiciary of the Senate and the Committee on Financial 
        Services and the Committee on the Judiciary of the 
        House of Representatives and the Secretary a report 
        summarizing the results of the study conducted under 
        paragraph (1).
  [(g) Study of Prompt Corrective Action Implementation by the 
Appropriate Federal Agencies.--
          [(1) Study.--The Comptroller General of the United 
        States shall conduct a study regarding the 
        implementation of prompt corrective action by the 
        appropriate Federal banking agencies.
          [(2) Issues to be studied.--In conducting the study 
        under paragraph (1), the Comptroller General shall 
        evaluate--
                  [(A) the effectiveness of implementation of 
                prompt corrective action by the appropriate 
                Federal banking agencies and the resolution of 
                insured depository institutions by the 
                Corporation; and
                  [(B) ways to make prompt corrective action a 
                more effective tool to resolve the insured 
                depository institutions at the least possible 
                long-term cost to the Deposit Insurance Fund.
          [(3) Report to council.--Not later than 1 year after 
        the date of enactment of this Act, the Comptroller 
        General shall submit a report to the Council on the 
        results of the study conducted under this subsection.
          [(4) Council report of action.--Not later than 6 
        months after the date of receipt of the report from the 
        Comptroller General under paragraph (3), the Council 
        shall submit a report to the Committee on Banking, 
        Housing, and Urban Affairs of the Senate and the 
        Committee on Financial Services of the House of 
        Representatives on actions taken in response to the 
        report, including any recommendations made to the 
        Federal primary financial regulatory agencies under 
        section 120.

[SEC. 203. SYSTEMIC RISK DETERMINATION.

  [(a) Written Recommendation and Determination.--
          [(1) Vote required.--
                  [(A) In general.--On their own initiative, or 
                at the request of the Secretary, the 
                Corporation and the Board of Governors shall 
                consider whether to make a written 
                recommendation described in paragraph (2) with 
                respect to whether the Secretary should appoint 
                the Corporation as receiver for a financial 
                company. Such recommendation shall be made upon 
                a vote of not fewer than \2/3\ of the members 
                of the Board of Governors then serving and \2/
                3\ of the members of the board of directors of 
                the Corporation then serving.
                  [(B) Cases involving brokers or dealers.--In 
                the case of a broker or dealer, or in which the 
                largest United States subsidiary (as measured 
                by total assets as of the end of the previous 
                calendar quarter) of a financial company is a 
                broker or dealer, the Commission and the Board 
                of Governors, at the request of the Secretary, 
                or on their own initiative, shall consider 
                whether to make the written recommendation 
                described in paragraph (2) with respect to the 
                financial company. Subject to the requirements 
                in paragraph (2), such recommendation shall be 
                made upon a vote of not fewer than \2/3\ of the 
                members of the Board of Governors then serving 
                and \2/3\ of the members of the Commission then 
                serving, and in consultation with the 
                Corporation.
                  [(C) Cases involving insurance companies.--In 
                the case of an insurance company, or in which 
                the largest United States subsidiary (as 
                measured by total assets as of the end of the 
                previous calendar quarter) of a financial 
                company is an insurance company, the Director 
                of the Federal Insurance Office and the Board 
                of Governors, at the request of the Secretary 
                or on their own initiative, shall consider 
                whether to make the written recommendation 
                described in paragraph (2) with respect to the 
                financial company. Subject to the requirements 
                in paragraph (2), such recommendation shall be 
                made upon a vote of not fewer than \2/3\ of the 
                Board of Governors then serving and the 
                affirmative approval of the Director of the 
                Federal Insurance Office, and in consultation 
                with the Corporation.
          [(2) Recommendation required.--Any written 
        recommendation pursuant to paragraph (1) shall 
        contain--
                  [(A) an evaluation of whether the financial 
                company is in default or in danger of default;
                  [(B) a description of the effect that the 
                default of the financial company would have on 
                financial stability in the United States;
                  [(C) a description of the effect that the 
                default of the financial company would have on 
                economic conditions or financial stability for 
                low income, minority, or underserved 
                communities;
                  [(D) a recommendation regarding the nature 
                and the extent of actions to be taken under 
                this title regarding the financial company;
                  [(E) an evaluation of the likelihood of a 
                private sector alternative to prevent the 
                default of the financial company;
                  [(F) an evaluation of why a case under the 
                Bankruptcy Code is not appropriate for the 
                financial company;
                  [(G) an evaluation of the effects on 
                creditors, counterparties, and shareholders of 
                the financial company and other market 
                participants; and
                  [(H) an evaluation of whether the company 
                satisfies the definition of a financial company 
                under section 201.
  [(b) Determination by the Secretary.--Notwithstanding any 
other provision of Federal or State law, the Secretary shall 
take action in accordance with section 202(a)(1)(A), if, upon 
the written recommendation under subsection (a), the Secretary 
(in consultation with the President) determines that--
          [(1) the financial company is in default or in danger 
        of default;
          [(2) the failure of the financial company and its 
        resolution under otherwise applicable Federal or State 
        law would have serious adverse effects on financial 
        stability in the United States;
          [(3) no viable private sector alternative is 
        available to prevent the default of the financial 
        company;
          [(4) any effect on the claims or interests of 
        creditors, counterparties, and shareholders of the 
        financial company and other market participants as a 
        result of actions to be taken under this title is 
        appropriate, given the impact that any action taken 
        under this title would have on financial stability in 
        the United States;
          [(5) any action under section 204 would avoid or 
        mitigate such adverse effects, taking into 
        consideration the effectiveness of the action in 
        mitigating potential adverse effects on the financial 
        system, the cost to the general fund of the Treasury, 
        and the potential to increase excessive risk taking on 
        the part of creditors, counterparties, and shareholders 
        in the financial company;
          [(6) a Federal regulatory agency has ordered the 
        financial company to convert all of its convertible 
        debt instruments that are subject to the regulatory 
        order; and
          [(7) the company satisfies the definition of a 
        financial company under section 201.
  [(c) Documentation and Review.--
          [(1) In general.--The Secretary shall--
                  [(A) document any determination under 
                subsection (b);
                  [(B) retain the documentation for review 
                under paragraph (2); and
                  [(C) notify the covered financial company and 
                the Corporation of such determination.
          [(2) Report to congress.--Not later than 24 hours 
        after the date of appointment of the Corporation as 
        receiver for a covered financial company, the Secretary 
        shall provide written notice of the recommendations and 
        determinations reached in accordance with subsections 
        (a) and (b) to the Majority Leader and the Minority 
        Leader of the Senate and the Speaker and the Minority 
        Leader of the House of Representatives, the Committee 
        on Banking, Housing, and Urban Affairs of the Senate, 
        and the Committee on Financial Services of the House of 
        Representatives, which shall consist of a summary of 
        the basis for the determination, including, to the 
        extent available at the time of the determination--
                  [(A) the size and financial condition of the 
                covered financial company;
                  [(B) the sources of capital and credit 
                support that were available to the covered 
                financial company;
                  [(C) the operations of the covered financial 
                company that could have had a significant 
                impact on financial stability, markets, or 
                both;
                  [(D) identification of the banks and 
                financial companies which may be able to 
                provide the services offered by the covered 
                financial company;
                  [(E) any potential international 
                ramifications of resolution of the covered 
                financial company under other applicable 
                insolvency law;
                  [(F) an estimate of the potential effect of 
                the resolution of the covered financial company 
                under other applicable insolvency law on the 
                financial stability of the United States;
                  [(G) the potential effect of the appointment 
                of a receiver by the Secretary on consumers;
                  [(H) the potential effect of the appointment 
                of a receiver by the Secretary on the financial 
                system, financial markets, and banks and other 
                financial companies; and
                  [(I) whether resolution of the covered 
                financial company under other applicable 
                insolvency law would cause banks or other 
                financial companies to experience severe 
                liquidity distress.
          [(3) Reports to congress and the public.--
                  [(A) In general.--Not later than 60 days 
                after the date of appointment of the 
                Corporation as receiver for a covered financial 
                company, the Corporation shall file a report 
                with the Committee on Banking, Housing, and 
                Urban Affairs of the Senate and the Committee 
                on Financial Services of the House of 
                Representatives--
                          [(i) setting forth information on the 
                        financial condition of the covered 
                        financial company as of the date of the 
                        appointment, including a description of 
                        its assets and liabilities;
                          [(ii) describing the plan of, and 
                        actions taken by, the Corporation to 
                        wind down the covered financial 
                        company;
                          [(iii) explaining each instance in 
                        which the Corporation waived any 
                        applicable requirements of part 366 of 
                        title 12, Code of Federal Regulations 
                        (or any successor thereto) with respect 
                        to conflicts of interest by any person 
                        in the private sector who was retained 
                        to provide services to the Corporation 
                        in connection with such receivership;
                          [(iv) describing the reasons for the 
                        provision of any funding to the 
                        receivership out of the Fund;
                          [(v) setting forth the expected costs 
                        of the orderly liquidation of the 
                        covered financial company;
                          [(vi) setting forth the identity of 
                        any claimant that is treated in a 
                        manner different from other similarly 
                        situated claimants under subsection 
                        (b)(4), (d)(4), or (h)(5)(E), the 
                        amount of any additional payment to 
                        such claimant under subsection (d)(4), 
                        and the reason for any such action; and
                          [(vii) which report the Corporation 
                        shall publish on an online website 
                        maintained by the Corporation, subject 
                        to maintaining appropriate 
                        confidentiality.
                  [(B) Amendments.--The Corporation shall, on a 
                timely basis, not less frequently than 
                quarterly, amend or revise and resubmit the 
                reports prepared under this paragraph, as 
                necessary.
                  [(C) Congressional testimony.--The 
                Corporation and the primary financial 
                regulatory agency, if any, of the financial 
                company for which the Corporation was appointed 
                receiver under this title shall appear before 
                Congress, if requested, not later than 30 days 
                after the date on which the Corporation first 
                files the reports required under subparagraph 
                (A).
          [(4) Default or in danger of default.--For purposes 
        of this title, a financial company shall be considered 
        to be in default or in danger of default if, as 
        determined in accordance with subsection (b)--
                  [(A) a case has been, or likely will promptly 
                be, commenced with respect to the financial 
                company under the Bankruptcy Code;
                  [(B) the financial company 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 company 
                to avoid such depletion;
                  [(C) the assets of the financial company are, 
                or are likely to be, less than its obligations 
                to creditors and others; or
                  [(D) the financial company is, or is likely 
                to be, unable to pay its obligations (other 
                than those subject to a bona fide dispute) in 
                the normal course of business.
          [(5) GAO review.--The Comptroller General of the 
        United States shall review and report to Congress on 
        any determination under subsection (b), that results in 
        the appointment of the Corporation as receiver, 
        including--
                  [(A) the basis for the determination;
                  [(B) the purpose for which any action was 
                taken pursuant thereto;
                  [(C) the likely effect of the determination 
                and such action on the incentives and conduct 
                of financial companies and their creditors, 
                counterparties, and shareholders; and
                  [(D) the likely disruptive effect of the 
                determination and such action on the reasonable 
                expectations of creditors, counterparties, and 
                shareholders, taking into account the impact 
                any action under this title would have on 
                financial stability in the United States, 
                including whether the rights of such parties 
                will be disrupted.
  [(d) Corporation Policies and Procedures.--As soon as is 
practicable after the date of enactment of this Act, the 
Corporation shall establish policies and procedures that are 
acceptable to the Secretary governing the use of funds 
available to the Corporation to carry out this title, including 
the terms and conditions for the provision and use of funds 
under sections 204(d), 210(h)(2)(G)(iv), and 210(h)(9).
  [(e) Treatment of Insurance Companies and Insurance Company 
Subsidiaries.--
          [(1) In general.--Notwithstanding subsection (b), if 
        an insurance company is a covered financial company or 
        a subsidiary or affiliate of a covered financial 
        company, the liquidation or rehabilitation of such 
        insurance company, and any subsidiary or affiliate of 
        such company that is not excepted under paragraph (2), 
        shall be conducted as provided under applicable State 
        law.
          [(2) Exception for subsidiaries and affiliates.--The 
        requirement of paragraph (1) shall not apply with 
        respect to any subsidiary or affiliate of an insurance 
        company that is not itself an insurance company.
          [(3) Backup authority.--Notwithstanding paragraph 
        (1), with respect to a covered financial company 
        described in paragraph (1), if, after the end of the 
        60-day period beginning on the date on which a 
        determination is made under section 202(a) with respect 
        to such company, the appropriate regulatory agency has 
        not filed the appropriate judicial action in the 
        appropriate State court to place such company into 
        orderly liquidation or rehabilitation under the laws 
        and requirements of the State, the Corporation shall 
        have the authority to stand in the place of the 
        appropriate regulatory agency and file the appropriate 
        judicial action in the appropriate State court to place 
        such company into orderly liquidation or rehabilitation 
        under the laws and requirements of the State.

[SEC. 204. ORDERLY LIQUIDATION OF COVERED FINANCIAL COMPANIES.

  [(a) Purpose of Orderly Liquidation Authority.--It is the 
purpose of this title to provide the necessary authority to 
liquidate failing financial companies that pose a significant 
risk to the financial stability of the United States in a 
manner that mitigates such risk and minimizes moral hazard. The 
authority provided in this title shall be exercised in the 
manner that best fulfills such purpose, so that--
          [(1) creditors and shareholders will bear the losses 
        of the financial company;
          [(2) management responsible for the condition of the 
        financial company will not be retained; and
          [(3) the Corporation and other appropriate agencies 
        will take all steps necessary and appropriate to assure 
        that all parties, including management, directors, and 
        third parties, having responsibility for the condition 
        of the financial company bear losses consistent with 
        their responsibility, including actions for damages, 
        restitution, and recoupment of compensation and other 
        gains not compatible with such responsibility.
  [(b) Corporation as Receiver.--Upon the appointment of the 
Corporation under section 202, the Corporation shall act as the 
receiver for the covered financial company, with all of the 
rights and obligations set forth in this title.
  [(c) Consultation.--The Corporation, as receiver--
          [(1) shall consult with the primary financial 
        regulatory agency or agencies of the covered financial 
        company and its covered subsidiaries for purposes of 
        ensuring an orderly liquidation of the covered 
        financial company;
          [(2) may consult with, or under subsection 
        (a)(1)(B)(v) or (a)(1)(L) of section 210, acquire the 
        services of, any outside experts, as appropriate to 
        inform and aid the Corporation in the orderly 
        liquidation process;
          [(3) shall consult with the primary financial 
        regulatory agency or agencies of any subsidiaries of 
        the covered financial company that are not covered 
        subsidiaries, and coordinate with such regulators 
        regarding the treatment of such solvent subsidiaries 
        and the separate resolution of any such insolvent 
        subsidiaries under other governmental authority, as 
        appropriate; and
          [(4) shall consult with the Commission and the 
        Securities Investor Protection Corporation in the case 
        of any covered financial company for which the 
        Corporation has been appointed as receiver that is a 
        broker or dealer registered with the Commission under 
        section 15(b) of the Securities Exchange Act of 1934 
        (15 U.S.C. 78o(b)) and is a member of the Securities 
        Investor Protection Corporation, for the purpose of 
        determining whether to transfer to a bridge financial 
        company organized by the Corporation as receiver, 
        without consent of any customer, customer accounts of 
        the covered financial company.
  [(d) Funding for Orderly Liquidation.--Upon its appointment 
as receiver for a covered financial company, and thereafter as 
the Corporation may, in its discretion, determine to be 
necessary or appropriate, the Corporation may make available to 
the receivership, subject to the conditions set forth in 
section 206 and subject to the plan described in section 
210(n)(9), funds for the orderly liquidation of the covered 
financial company. All funds provided by the Corporation under 
this subsection shall have a priority of claims under 
subparagraph (A) or (B) of section 210(b)(1), as applicable, 
including funds used for--
          [(1) making loans to, or purchasing any debt 
        obligation of, the covered financial company or any 
        covered subsidiary;
          [(2) purchasing or guaranteeing against loss the 
        assets of the covered financial company or any covered 
        subsidiary, directly or through an entity established 
        by the Corporation for such purpose;
          [(3) assuming or guaranteeing the obligations of the 
        covered financial company or any covered subsidiary to 
        1 or more third parties;
          [(4) taking a lien on any or all assets of the 
        covered financial company or any covered subsidiary, 
        including a first priority lien on all unencumbered 
        assets of the covered financial company or any covered 
        subsidiary to secure repayment of any transactions 
        conducted under this subsection, except that, if the 
        covered financial company or covered subsidiary is an 
        insurance company or a subsidiary of an insurance 
        company, the Corporation--
                  [(A) shall promptly notify the State 
                insurance authority for the insurance company 
                of the intention to take such lien; and
                  [(B) may only take such lien--
                          [(i) to secure repayment of funds 
                        made available to such covered 
                        financial company or covered 
                        subsidiary; and
                          [(ii) if the Corporation determines, 
                        after consultation with the State 
                        insurance authority, that such lien 
                        will not unduly impede or delay the 
                        liquidation or rehabilitation of the 
                        insurance company, or the recovery by 
                        its policyholders;
          [(5) selling or transferring all, or any part, of 
        such acquired assets, liabilities, or obligations of 
        the covered financial company or any covered 
        subsidiary; and
          [(6) making payments pursuant to subsections (b)(4), 
        (d)(4), and (h)(5)(E) of section 210.

[SEC. 205. ORDERLY LIQUIDATION OF COVERED BROKERS AND DEALERS.

  [(a) Appointment of SIPC as Trustee.--
          [(1) Appointment.--Upon the appointment of the 
        Corporation as receiver for any covered broker or 
        dealer, the Corporation shall appoint, without any need 
        for court approval, the Securities Investor Protection 
        Corporation to act as trustee for the liquidation under 
        the Securities Investor Protection Act of 1970 (15 
        U.S.C. 78aaa et seq.) of the covered broker or dealer.
          [(2) Actions by sipc.--
                  [(A) Filing.--Upon appointment of SIPC under 
                paragraph (1), SIPC shall promptly file with 
                any Federal district court of competent 
                jurisdiction specified in section 21 or 27 of 
                the Securities Exchange Act of 1934 (15 U.S.C. 
                78u, 78aa), an application for a protective 
                decree under the Securities Investor Protection 
                Act of 1970 (15 U.S.C. 78aaa et seq.) as to the 
                covered broker or dealer. The Federal district 
                court shall accept and approve the filing, 
                including outside of normal business hours, and 
                shall immediately issue the protective decree 
                as to the covered broker or dealer.
                  [(B) Administration by sipc.--Following entry 
                of the protective decree, and except as 
                otherwise provided in this section, the 
                determination of claims and the liquidation of 
                assets retained in the receivership of the 
                covered broker or dealer and not transferred to 
                the bridge financial company shall be 
                administered under the Securities Investor 
                Protection Act of 1970 (15 U.S.C. 78aaa et 
                seq.) by SIPC, as trustee for the covered 
                broker or dealer.
                  [(C) Definition of filing date.--For purposes 
                of the liquidation proceeding, the term 
                ``filing date'' means the date on which the 
                Corporation is appointed as receiver of the 
                covered broker or dealer.
                  [(D) Determination of claims.--As trustee for 
                the covered broker or dealer, SIPC shall 
                determine and satisfy, consistent with this 
                title and with the Securities Investor 
                Protection Act of 1970 (15 U.S.C. 78aaa et 
                seq.), all claims against the covered broker or 
                dealer arising on or before the filing date.
  [(b) Powers and Duties of SIPC.--
          [(1) In general.--Except as provided in this section, 
        upon its appointment as trustee for the liquidation of 
        a covered broker or dealer, SIPC shall have all of the 
        powers and duties provided by the Securities Investor 
        Protection Act of 1970 (15 U.S.C. 78aaa et seq.), 
        including, without limitation, all rights of action 
        against third parties, and shall conduct such 
        liquidation in accordance with the terms of the 
        Securities Investor Protection Act of 1970 (15 U.S.C. 
        78aaa et seq.), except that SIPC shall have no powers 
        or duties with respect to assets and liabilities 
        transferred by the Corporation from the covered broker 
        or dealer to any bridge financial company established 
        in accordance with this title.
          [(2) Limitation of powers.--The exercise by SIPC of 
        powers and functions as trustee under subsection (a) 
        shall not impair or impede the exercise of the powers 
        and duties of the Corporation with regard to--
                  [(A) any action, except as otherwise provided 
                in this title--
                          [(i) to make funds available under 
                        section 204(d);
                          [(ii) to organize, establish, 
                        operate, or terminate any bridge 
                        financial company;
                          [(iii) to transfer assets and 
                        liabilities;
                          [(iv) to enforce or repudiate 
                        contracts; or
                          [(v) to take any other action 
                        relating to such bridge financial 
                        company under section 210; or
                  [(B) determining claims under subsection (e).
          [(3) Protective decree.--SIPC and the Corporation, in 
        consultation with the Commission, shall jointly 
        determine the terms of the protective decree to be 
        filed by SIPC with any court of competent jurisdiction 
        under section 21 or 27 of the Securities Exchange Act 
        of 1934 (15 U.S.C. 78u, 78aa), as required by 
        subsection (a).
          [(4) Qualified financial contracts.--Notwithstanding 
        any provision of the Securities Investor Protection Act 
        of 1970 (15 U.S.C. 78aaa et seq.) to the contrary 
        (including section 5(b)(2)(C) of that Act (15 U.S.C. 
        78eee(b)(2)(C))), the rights and obligations of any 
        party to a qualified financial contract (as that term 
        is defined in section 210(c)(8)) to which a covered 
        broker or dealer for which the Corporation has been 
        appointed receiver is a party shall be governed 
        exclusively by section 210, including the limitations 
        and restrictions contained in section 210(c)(10)(B).
  [(c) Limitation on Court Action.--Except as otherwise 
provided in this title, no court may take any action, including 
any action pursuant to the Securities Investor Protection Act 
of 1970 (15 U.S.C. 78aaa et seq.) or the Bankruptcy Code, to 
restrain or affect the exercise of powers or functions of the 
Corporation as receiver for a covered broker or dealer and any 
claims against the Corporation as such receiver shall be 
determined in accordance with subsection (e) and such claims 
shall be limited to money damages.
  [(d) Actions by Corporation as Receiver.--
          [(1) In general.--Notwithstanding any other provision 
        of this title, no action taken by the Corporation as 
        receiver with respect to a covered broker or dealer 
        shall--
                  [(A) adversely affect the rights of a 
                customer to customer property or customer name 
                securities;
                  [(B) diminish the amount or timely payment of 
                net equity claims of customers; or
                  [(C) otherwise impair the recoveries provided 
                to a customer under the Securities Investor 
                Protection Act of 1970 (15 U.S.C. 78aaa et 
                seq.).
          [(2) Net proceeds.--The net proceeds from any 
        transfer, sale, or disposition of assets of the covered 
        broker or dealer, or proceeds thereof by the 
        Corporation as receiver for the covered broker or 
        dealer shall be for the benefit of the estate of the 
        covered broker or dealer, as provided in this title.
  [(e) Claims Against the Corporation as Receiver.--Any claim 
against the Corporation as receiver for a covered broker or 
dealer for assets transferred to a bridge financial company 
established with respect to such covered broker or dealer--
          [(1) shall be determined in accordance with section 
        210(a)(2); and
          [(2) may be reviewed by the appropriate district or 
        territorial court of the United States in accordance 
        with section 210(a)(5).
  [(f) Satisfaction of Customer Claims.--
          [(1) Obligations to customers.--Notwithstanding any 
        other provision of this title, all obligations of a 
        covered broker or dealer or of any bridge financial 
        company established with respect to such covered broker 
        or dealer to a customer relating to, or net equity 
        claims based upon, customer property or customer name 
        securities shall be promptly discharged by SIPC, the 
        Corporation, or the bridge financial company, as 
        applicable, by the delivery of securities or the making 
        of payments to or for the account of such customer, in 
        a manner and in an amount at least as beneficial to the 
        customer as would have been the case had the actual 
        proceeds realized from the liquidation of the covered 
        broker or dealer under this title been distributed in a 
        proceeding under the Securities Investor Protection Act 
        of 1970 (15 U.S.C. 78aaa et seq.) without the 
        appointment of the Corporation as receiver and without 
        any transfer of assets or liabilities to a bridge 
        financial company, and with a filing date as of the 
        date on which the Corporation is appointed as receiver.
          [(2) Satisfaction of claims by sipc.--SIPC, as 
        trustee for a covered broker or dealer, shall satisfy 
        customer claims in the manner and amount provided under 
        the Securities Investor Protection Act of 1970 (15 
        U.S.C. 78aaa et seq.), as if the appointment of the 
        Corporation as receiver had not occurred, and with a 
        filing date as of the date on which the Corporation is 
        appointed as receiver. The Corporation shall satisfy 
        customer claims, to the extent that a customer would 
        have received more securities or cash with respect to 
        the allocation of customer property had the covered 
        financial company been subject to a proceeding under 
        the Securities Investor Protection Act (15 U.S.C. 78aaa 
        et seq.) without the appointment of the Corporation as 
        receiver, and with a filing date as of the date on 
        which the Corporation is appointed as receiver.
  [(g) Priorities.--
          [(1) Customer property.--As trustee for a covered 
        broker or dealer, SIPC shall allocate customer property 
        and deliver customer name securities in accordance with 
        section 8(c) of the Securities Investor Protection Act 
        of 1970 (15 U.S.C. 78fff-2(c)).
          [(2) Other claims.--All claims other than those 
        described in paragraph (1) (including any unpaid claim 
        by a customer for the allowed net equity claim of such 
        customer from customer property) shall be paid in 
        accordance with the priorities in section 210(b).
  [(h) Rulemaking.--The Commission and the Corporation, after 
consultation with SIPC, shall jointly issue rules to implement 
this section.

[SEC. 206. MANDATORY TERMS AND CONDITIONS FOR ALL ORDERLY LIQUIDATION 
                    ACTIONS.

  [In taking action under this title, the Corporation shall--
          [(1) determine that such action is necessary for 
        purposes of the financial stability of the United 
        States, and not for the purpose of preserving the 
        covered financial company;
          [(2) ensure that the shareholders of a covered 
        financial company do not receive payment until after 
        all other claims and the Fund are fully paid;
          [(3) ensure that unsecured creditors bear losses in 
        accordance with the priority of claim provisions in 
        section 210;
          [(4) ensure that management responsible for the 
        failed condition of the covered financial company is 
        removed (if such management has not already been 
        removed at the time at which the Corporation is 
        appointed receiver);
          [(5) ensure that the members of the board of 
        directors (or body performing similar functions) 
        responsible for the failed condition of the covered 
        financial company are removed, if such members have not 
        already been removed at the time the Corporation is 
        appointed as receiver; and
          [(6) not take an equity interest in or become a 
        shareholder of any covered financial company or any 
        covered subsidiary.

[SEC. 207. DIRECTORS NOT LIABLE FOR ACQUIESCING IN APPOINTMENT OF 
                    RECEIVER.

  [The members of the board of directors (or body performing 
similar functions) of a covered financial company shall not be 
liable to the shareholders or creditors thereof for acquiescing 
in or consenting in good faith to the appointment of the 
Corporation as receiver for the covered financial company under 
section 203.

[SEC. 208. DISMISSAL AND EXCLUSION OF OTHER ACTIONS.

  [(a) In General.--Effective as of the date of the appointment 
of the Corporation as receiver for the covered financial 
company under section 202 or the appointment of SIPC as trustee 
for a covered broker or dealer under section 205, as 
applicable, any case or proceeding commenced with respect to 
the covered financial company under the Bankruptcy Code or the 
Securities Investor Protection Act of 1970 (15 U.S.C. 78aaa et 
seq.) shall be dismissed, upon notice to the bankruptcy court 
(with respect to a case commenced under the Bankruptcy Code), 
and upon notice to SIPC (with respect to a covered broker or 
dealer) and no such case or proceeding may be commenced with 
respect to a covered financial company at any time while the 
orderly liquidation is pending.
  [(b) Revesting of Assets.--Effective as of the date of 
appointment of the Corporation as receiver, the assets of a 
covered financial company shall, to the extent they have vested 
in any entity other than the covered financial company as a 
result of any case or proceeding commenced with respect to the 
covered financial company under the Bankruptcy Code, the 
Securities Investor Protection Act of 1970 (15 U.S.C. 78aaa et 
seq.), or any similar provision of State liquidation or 
insolvency law applicable to the covered financial company, 
revest in the covered financial company.
  [(c) Limitation.--Notwithstanding subsections (a) and (b), 
any order entered or other relief granted by a bankruptcy court 
prior to the date of appointment of the Corporation as receiver 
shall continue with the same validity as if an orderly 
liquidation had not been commenced.

[SEC. 209. RULEMAKING; NON-CONFLICTING LAW.

  [The Corporation shall, in consultation with the Council, 
prescribe such rules or regulations as the Corporation 
considers necessary or appropriate to implement this title, 
including rules and regulations with respect to the rights, 
interests, and priorities of creditors, counterparties, 
security entitlement holders, or other persons with respect to 
any covered financial company or any assets or other property 
of or held by such covered financial company, and address the 
potential for conflicts of interest between or among individual 
receiverships established under this title or under the Federal 
Deposit Insurance Act. To the extent possible, the Corporation 
shall seek to harmonize applicable rules and regulations 
promulgated under this section with the insolvency laws that 
would otherwise apply to a covered financial company.

[SEC. 210. POWERS AND DUTIES OF THE CORPORATION.

  [(a) Powers and Authorities.--
          [(1) General powers.--
                  [(A) Successor to covered financial 
                company.--The Corporation shall, upon 
                appointment as receiver for a covered financial 
                company under this title, succeed to--
                          [(i) all rights, titles, powers, and 
                        privileges of the covered financial 
                        company and its assets, and of any 
                        stockholder, member, officer, or 
                        director of such company; and
                          [(ii) title to the books, records, 
                        and assets of any previous receiver or 
                        other legal custodian of such covered 
                        financial company.
                  [(B) Operation of the covered financial 
                company during the period of orderly 
                liquidation.--The Corporation, as receiver for 
                a covered financial company, may--
                          [(i) take over the assets of and 
                        operate the covered financial company 
                        with all of the powers of the members 
                        or shareholders, the directors, and the 
                        officers of the covered financial 
                        company, and conduct all business of 
                        the covered financial company;
                          [(ii) collect all obligations and 
                        money owed to the covered financial 
                        company;
                          [(iii) perform all functions of the 
                        covered financial company, in the name 
                        of the covered financial company;
                          [(iv) manage the assets and property 
                        of the covered financial company, 
                        consistent with maximization of the 
                        value of the assets in the context of 
                        the orderly liquidation; and
                          [(v) provide by contract for 
                        assistance in fulfilling any function, 
                        activity, action, or duty of the 
                        Corporation as receiver.
                  [(C) Functions of covered financial company 
                officers, directors, and shareholders.--The 
                Corporation may provide for the exercise of any 
                function by any member or stockholder, 
                director, or officer of any covered financial 
                company for which the Corporation has been 
                appointed as receiver under this title.
                  [(D) Additional powers as receiver.--The 
                Corporation shall, as receiver for a covered 
                financial company, and subject to all legally 
                enforceable and perfected security interests 
                and all legally enforceable security 
                entitlements in respect of assets held by the 
                covered financial company, liquidate, and wind-
                up the affairs of a covered financial company, 
                including taking steps to realize upon the 
                assets of the covered financial company, in 
                such manner as the Corporation deems 
                appropriate, including through the sale of 
                assets, the transfer of assets to a bridge 
                financial company established under subsection 
                (h), or the exercise of any other rights or 
                privileges granted to the receiver under this 
                section.
                  [(E) Additional powers with respect to 
                failing subsidiaries of a covered financial 
                company.--
                          [(i) In general.--In any case in 
                        which a receiver is appointed for a 
                        covered financial company under section 
                        202, the Corporation may appoint itself 
                        as receiver of any covered subsidiary 
                        of the covered financial company that 
                        is organized under Federal law or the 
                        laws of any State, if the Corporation 
                        and the Secretary jointly determine 
                        that--
                                  [(I) the covered subsidiary 
                                is in default or in danger of 
                                default;
                                  [(II) such action would avoid 
                                or mitigate serious adverse 
                                effects on the financial 
                                stability or economic 
                                conditions of the United 
                                States; and
                                  [(III) such action would 
                                facilitate the orderly 
                                liquidation of the covered 
                                financial company.
                          [(ii) Treatment as covered financial 
                        company.--If the Corporation is 
                        appointed as receiver of a covered 
                        subsidiary of a covered financial 
                        company under clause (i), the covered 
                        subsidiary shall thereafter be 
                        considered a covered financial company 
                        under this title, and the Corporation 
                        shall thereafter have all the powers 
                        and rights with respect to that covered 
                        subsidiary as it has with respect to a 
                        covered financial company under this 
                        title.
                  [(F) Organization of bridge companies.--The 
                Corporation, as receiver for a covered 
                financial company, may organize a bridge 
                financial company under subsection (h).
                  [(G) Merger; transfer of assets and 
                liabilities.--
                          [(i) In general.--Subject to clauses 
                        (ii) and (iii), the Corporation, as 
                        receiver for a covered financial 
                        company, may--
                                  [(I) merge the covered 
                                financial company with another 
                                company; or
                                  [(II) transfer any asset or 
                                liability of the covered 
                                financial company (including 
                                any assets and liabilities held 
                                by the covered financial 
                                company for security 
                                entitlement holders, any 
                                customer property, or any 
                                assets and liabilities 
                                associated with any trust or 
                                custody business) without 
                                obtaining any approval, 
                                assignment, or consent with 
                                respect to such transfer.
                          [(ii) Federal agency approval; 
                        antitrust review.--With respect to a 
                        transaction described in clause (i)(I) 
                        that requires approval by a Federal 
                        agency--
                                  [(I) the transaction may not 
                                be consummated before the 5th 
                                calendar day after the date of 
                                approval by the Federal agency 
                                responsible for such approval;
                                  [(II) if, in connection with 
                                any such approval, a report on 
                                competitive factors is 
                                required, the Federal agency 
                                responsible for such approval 
                                shall promptly notify the 
                                Attorney General of the United 
                                States of the proposed 
                                transaction, and the Attorney 
                                General shall provide the 
                                required report not later than 
                                10 days after the date of the 
                                request; and
                                  [(III) if notification under 
                                section 7A of the Clayton Act 
                                is required with respect to 
                                such transaction, then the 
                                required waiting period shall 
                                end on the 15th day after the 
                                date on which the Attorney 
                                General and the Federal Trade 
                                Commission receive such 
                                notification, unless the 
                                waiting period is terminated 
                                earlier under subsection (b)(2) 
                                of such section 7A, or is 
                                extended pursuant to subsection 
                                (e)(2) of such section 7A.
                          [(iii) Setoff.--Subject to the other 
                        provisions of this title, any 
                        transferee of assets from a receiver, 
                        including a bridge financial company, 
                        shall be subject to such claims or 
                        rights as would prevail over the rights 
                        of such transferee in such assets under 
                        applicable noninsolvency law.
                  [(H) Payment of valid obligations.--The 
                Corporation, as receiver for a covered 
                financial company, shall, to the extent that 
                funds are available, pay all valid obligations 
                of the covered financial company that are due 
                and payable at the time of the appointment of 
                the Corporation as receiver, in accordance with 
                the prescriptions and limitations of this 
                title.
                  [(I) Applicable noninsolvency law.--Except as 
                may otherwise be provided in this title, the 
                applicable noninsolvency law shall be 
                determined by the noninsolvency choice of law 
                rules otherwise applicable to the claims, 
                rights, titles, persons, or entities at issue.
                  [(J) Subpoena authority.--
                          [(i) In general.--The Corporation, as 
                        receiver for a covered financial 
                        company, may, for purposes of carrying 
                        out any power, authority, or duty with 
                        respect to the covered financial 
                        company (including determining any 
                        claim against the covered financial 
                        company and determining and realizing 
                        upon any asset of any person in the 
                        course of collecting money due the 
                        covered financial company), exercise 
                        any power established under section 
                        8(n) of the Federal Deposit Insurance 
                        Act, as if the Corporation were the 
                        appropriate Federal banking agency for 
                        the covered financial company, and the 
                        covered financial company were an 
                        insured depository institution.
                          [(ii) Rule of construction.--This 
                        subparagraph may not be construed as 
                        limiting any rights that the 
                        Corporation, in any capacity, might 
                        otherwise have to exercise any powers 
                        described in clause (i) or under any 
                        other provision of law.
                  [(K) Incidental powers.--The Corporation, as 
                receiver for a covered financial company, may 
                exercise all powers and authorities 
                specifically granted to receivers under this 
                title, and such incidental powers as shall be 
                necessary to carry out such powers under this 
                title.
                  [(L) Utilization of private sector.--In 
                carrying out its responsibilities in the 
                management and disposition of assets from the 
                covered financial company, the Corporation, as 
                receiver for a covered financial company, may 
                utilize the services of private persons, 
                including real estate and loan portfolio asset 
                management, property management, auction 
                marketing, legal, and brokerage services, if 
                such services are available in the private 
                sector, and the Corporation determines that 
                utilization of such services is practicable, 
                efficient, and cost effective.
                  [(M) Shareholders and creditors of covered 
                financial company.--Notwithstanding any other 
                provision of law, the Corporation, as receiver 
                for a covered financial company, shall succeed 
                by operation of law to the rights, titles, 
                powers, and privileges described in 
                subparagraph (A), and shall terminate all 
                rights and claims that the stockholders and 
                creditors of the covered financial company may 
                have against the assets of the covered 
                financial company or the Corporation arising 
                out of their status as stockholders or 
                creditors, except for their right to payment, 
                resolution, or other satisfaction of their 
                claims, as permitted under this section. The 
                Corporation shall ensure that shareholders and 
                unsecured creditors bear losses, consistent 
                with the priority of claims provisions under 
                this section.
                  [(N) Coordination with foreign financial 
                authorities.--The Corporation, as receiver for 
                a covered financial company, shall coordinate, 
                to the maximum extent possible, with the 
                appropriate foreign financial authorities 
                regarding the orderly liquidation of any 
                covered financial company that has assets or 
                operations in a country other than the United 
                States.
                  [(O) Restriction on transfers.--
                          [(i) Selection of accounts for 
                        transfer.--If the Corporation 
                        establishes one or more bridge 
                        financial companies with respect to a 
                        covered broker or dealer, the 
                        Corporation shall transfer to one of 
                        such bridge financial companies, all 
                        customer accounts of the covered broker 
                        or dealer, and all associated customer 
                        name securities and customer property, 
                        unless the Corporation, after 
                        consulting with the Commission and 
                        SIPC, determines that--
                                  [(I) the customer accounts, 
                                customer name securities, and 
                                customer property are likely to 
                                be promptly transferred to 
                                another broker or dealer that 
                                is registered with the 
                                Commission under section 15(b) 
                                of the Securities Exchange Act 
                                of 1934 (15 U.S.C. 73o(b)) and 
                                is a member of SIPC; or
                                  [(II) the transfer of the 
                                accounts to a bridge financial 
                                company would materially 
                                interfere with the ability of 
                                the Corporation to avoid or 
                                mitigate serious adverse 
                                effects on financial stability 
                                or economic conditions in the 
                                United States.
                          [(ii) Transfer of property.--SIPC, as 
                        trustee for the liquidation of the 
                        covered broker or dealer, and the 
                        Commission shall provide any and all 
                        reasonable assistance necessary to 
                        complete such transfers by the 
                        Corporation.
                          [(iii) Customer consent and court 
                        approval not required.--Neither 
                        customer consent nor court approval 
                        shall be required to transfer any 
                        customer accounts or associated 
                        customer name securities or customer 
                        property to a bridge financial company 
                        in accordance with this section.
                          [(iv) Notification of sipc and 
                        sharing of information.--The 
                        Corporation shall identify to SIPC the 
                        customer accounts and associated 
                        customer name securities and customer 
                        property transferred to the bridge 
                        financial company. The Corporation and 
                        SIPC shall cooperate in the sharing of 
                        any information necessary for each 
                        entity to discharge its obligations 
                        under this title and under the 
                        Securities Investor Protection Act of 
                        1970 (15 U.S.C. 78aaa et seq.) 
                        including by providing access to the 
                        books and records of the covered 
                        financial company and any bridge 
                        financial company established in 
                        accordance with this title.
          [(2) Determination of claims.--
                  [(A) In general.--The Corporation, as 
                receiver for a covered financial company, shall 
                report on claims, as set forth in section 
                203(c)(3). Subject to paragraph (4) of this 
                subsection, the Corporation, as receiver for a 
                covered financial company, shall determine 
                claims in accordance with the requirements of 
                this subsection and regulations prescribed 
                under section 209.
                  [(B) Notice requirements.--The Corporation, 
                as receiver for a covered financial company, in 
                any case involving the liquidation or winding 
                up of the affairs of a covered financial 
                company, shall--
                          [(i) promptly publish a notice to the 
                        creditors of the covered financial 
                        company to present their claims, 
                        together with proof, to the receiver by 
                        a date specified in the notice, which 
                        shall be not earlier than 90 days after 
                        the date of publication of such notice; 
                        and
                          [(ii) republish such notice 1 month 
                        and 2 months, respectively, after the 
                        date of publication under clause (i).
                  [(C) Mailing required.--The Corporation as 
                receiver shall mail a notice similar to the 
                notice published under clause (i) or (ii) of 
                subparagraph (B), at the time of such 
                publication, to any creditor shown on the books 
                and records of the covered financial company--
                          [(i) at the last address of the 
                        creditor appearing in such books;
                          [(ii) in any claim filed by the 
                        claimant; or
                          [(iii) upon discovery of the name and 
                        address of a claimant not appearing on 
                        the books and records of the covered 
                        financial company, not later than 30 
                        days after the date of the discovery of 
                        such name and address.
          [(3) Procedures for resolution of claims.--
                  [(A) Decision period.--
                          [(i) In general.--Prior to the 180th 
                        day after the date on which a claim 
                        against a covered financial company is 
                        filed with the Corporation as receiver, 
                        or such later date as may be agreed as 
                        provided in clause (ii), the 
                        Corporation shall notify the claimant 
                        whether it allows or disallows the 
                        claim, in accordance with subparagraphs 
                        (B), (C), and (D).
                          [(ii) Extension of time.--By written 
                        agreement executed not later than 180 
                        days after the date on which a claim 
                        against a covered financial company is 
                        filed with the Corporation, the period 
                        described in clause (i) may be extended 
                        by written agreement between the 
                        claimant and the Corporation. Failure 
                        to notify the claimant of any 
                        disallowance within the time period set 
                        forth in clause (i), as it may be 
                        extended by agreement under this 
                        clause, shall be deemed to be a 
                        disallowance of such claim, and the 
                        claimant may file or continue an action 
                        in court, as provided in paragraph (4).
                          [(iii) Mailing of notice 
                        sufficient.--The requirements of clause 
                        (i) shall be deemed to be satisfied if 
                        the notice of any decision with respect 
                        to any claim is mailed to the last 
                        address of the claimant which appears--
                                  [(I) on the books, records, 
                                or both of the covered 
                                financial company;
                                  [(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 the Corporation as 
                        receiver disallows any claim filed 
                        under clause (i), the notice to the 
                        claimant shall contain--
                                  [(I) a statement of each 
                                reason for the disallowance; 
                                and
                                  [(II) the procedures required 
                                to file or continue an action 
                                in court, as provided in 
                                paragraph (4).
                  [(B) Allowance of proven claim.--The receiver 
                shall allow any claim received by the receiver 
                on or before the date specified in the notice 
                under paragraph (2)(B)(i), 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 (2)(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 a claimant after the 
                        date specified in the notice published 
                        under paragraph (2)(B)(i), and such 
                        claim may be considered by the receiver 
                        under subparagraph (B), 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 may 
                        disallow any portion of any claim by a 
                        creditor or claim of a security, 
                        preference, setoff, or priority which 
                        is not proved to the satisfaction of 
                        the Corporation.
                          [(ii) Payments to undersecured 
                        creditors.--In the case of a claim 
                        against a covered financial company 
                        that is secured by any property or 
                        other asset of such covered financial 
                        company, the 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; 
                                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 
                                covered financial company.
                          [(iii) Exceptions.--No provision of 
                        this paragraph shall apply with respect 
                        to--
                                  [(I) any extension of credit 
                                from any Federal reserve bank, 
                                or the Corporation, to any 
                                covered financial company; or
                                  [(II) subject to clause (ii), 
                                any legally enforceable and 
                                perfected security interest in 
                                the assets of the covered 
                                financial company securing any 
                                such extension of credit.
                  [(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 receiver shall constitute a 
                        commencement of an action.
                          [(ii) No prejudice to other 
                        actions.--Subject to paragraph (8), 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 date of 
                        appointment of the receiver for the 
                        covered financial company.
          [(4) Judicial determination of claims.--
                  [(A) In general.--Subject to subparagraph 
                (B), a claimant may file suit on a claim (or 
                continue an action commenced before the date of 
                appointment of the Corporation as receiver) in 
                the district or territorial court of the United 
                States for the district within which the 
                principal place of business of the covered 
                financial company is located (and such court 
                shall have jurisdiction to hear such claim).
                  [(B) Timing.--A claim under subparagraph (A) 
                may be filed before the end of the 60-day 
                period beginning on the earlier of--
                          [(i) the end of the period described 
                        in paragraph (3)(A)(i) (or, if extended 
                        by agreement of the Corporation and the 
                        claimant, the period described in 
                        paragraph (3)(A)(ii)) with respect to 
                        any claim against a covered financial 
                        company for which the Corporation is 
                        receiver; or
                          [(ii) the date of any notice of 
                        disallowance of such claim pursuant to 
                        paragraph (3)(A)(i).
                  [(C) Statute of limitations.--If any claimant 
                fails to file suit on such claim (or to 
                continue an action on such claim commenced 
                before the date of appointment of the 
                Corporation as receiver) prior to the end of 
                the 60-day period described in subparagraph 
                (B), 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.
          [(5) Expedited determination of claims.--
                  [(A) Procedure required.--The Corporation 
                shall establish a procedure for expedited 
                relief outside of the claims process 
                established under paragraph (3), for any 
                claimant that alleges--
                          [(i) having a legally valid and 
                        enforceable or perfected security 
                        interest in property of a covered 
                        financial company or control of any 
                        legally valid and enforceable security 
                        entitlement in respect of any asset 
                        held by the covered financial company 
                        for which the Corporation has been 
                        appointed receiver; and
                          [(ii) that irreparable injury will 
                        occur if the claims procedure 
                        established under paragraph (3) is 
                        followed.
                  [(B) Determination period.--Prior to the end 
                of the 90-day period beginning on the date on 
                which a 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 any 
                                portion thereof; or
                                  [(II) whether such claim 
                                should be determined pursuant 
                                to the procedures established 
                                pursuant to paragraph (3);
                          [(ii) notify the claimant of the 
                        determination; and
                          [(iii) if the claim is disallowed, 
                        provide a statement of each reason for 
                        the disallowance and the procedure for 
                        obtaining a judicial determination.
                  [(C) Period for filing or renewing suit.--Any 
                claimant who files a request for expedited 
                relief shall be permitted to file suit (or 
                continue a suit filed before the date of 
                appointment of the Corporation as receiver 
                seeking a determination of the rights of the 
                claimant with respect to such security interest 
                (or such security entitlement) 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 on which the 
                        Corporation denies the claim or a 
                        portion thereof.
                  [(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 (C), 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 receiver shall constitute a 
                        commencement of an action.
                          [(ii) No prejudice to other 
                        actions.--Subject to paragraph (8), 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 for the covered 
                        financial company.
          [(6) Agreements against interest of the receiver.--No 
        agreement that tends to diminish or defeat the interest 
        of the Corporation as receiver in any asset acquired by 
        the receiver under this section shall be valid against 
        the receiver, unless such agreement--
                  [(A) is in writing;
                  [(B) was executed by an authorized officer or 
                representative of the covered financial 
                company, or confirmed in the ordinary course of 
                business by the covered financial company; and
                  [(C) has been, since the time of its 
                execution, an official record of the company or 
                the party claiming under the agreement provides 
                documentation, acceptable to the receiver, of 
                such agreement and its authorized execution or 
                confirmation by the covered financial company.
          [(7) Payment of claims.--
                  [(A) In general.--Subject to subparagraph 
                (B), the Corporation as receiver may, in its 
                discretion and to the extent that funds are 
                available, pay creditor claims, in such manner 
                and amounts as are authorized under this 
                section, which are--
                          [(i) allowed by the receiver;
                          [(ii) approved by the receiver 
                        pursuant to a final determination 
                        pursuant to paragraph (3) or (5), as 
                        applicable; or
                          [(iii) determined by the final 
                        judgment of a court of competent 
                        jurisdiction.
                  [(B) Limitation.--A creditor shall, in no 
                event, receive less than the amount that the 
                creditor is entitled to receive under 
                paragraphs (2) and (3) of subsection (d), as 
                applicable.
                  [(C) Payment of dividends on claims.--The 
                Corporation as receiver may, in its sole 
                discretion, and to the extent otherwise 
                permitted by this section, pay dividends on 
                proven claims at any time, and no liability 
                shall attach to the Corporation as receiver, by 
                reason of any such payment or for failure to 
                pay dividends to a claimant whose claim is not 
                proved at the time of any such payment.
                  [(D) Rulemaking by the corporation.--The 
                Corporation may prescribe such rules, including 
                definitions of terms, as the Corporation deems 
                appropriate to establish an interest rate for 
                or to make payments of post-insolvency interest 
                to creditors holding proven claims against the 
                receivership estate of a covered financial 
                company, except that no such interest shall be 
                paid until the Corporation as receiver has 
                satisfied the principal amount of all creditor 
                claims.
          [(8) Suspension of legal actions.--
                  [(A) In general.--After the appointment of 
                the Corporation as receiver for a covered 
                financial company, the Corporation may request 
                a stay in any judicial action or proceeding in 
                which such covered financial company is or 
                becomes a party, for a period of not to exceed 
                90 days.
                  [(B) Grant of stay by all courts required.--
                Upon receipt of a request by the Corporation 
                pursuant to subparagraph (A), the court shall 
                grant such stay as to all parties.
          [(9) Additional rights and duties.--
                  [(A) Prior final adjudication.--The 
                Corporation shall abide by any final, non-
                appealable judgment of any court of competent 
                jurisdiction that was rendered before the 
                appointment of the Corporation as receiver.
                  [(B) Rights and remedies of receiver.--In the 
                event of any appealable judgment, the 
                Corporation as receiver shall--
                          [(i) have all the rights and remedies 
                        available to the covered financial 
                        company (before the date of appointment 
                        of the Corporation as receiver under 
                        section 202) and the Corporation, 
                        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 be issued by any 
                court upon assets in the possession of the 
                Corporation as receiver for a covered financial 
                company.
                  [(D) Limitation on judicial review.--Except 
                as otherwise provided in this title, 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 any covered financial 
                        company for which the Corporation has 
                        been appointed receiver, including any 
                        assets which the Corporation may 
                        acquire from itself as such receiver; 
                        or
                          [(ii) any claim relating to any act 
                        or omission of such covered financial 
                        company or the Corporation as receiver.
                  [(E) Disposition of assets.--In exercising 
                any right, power, privilege, or authority as 
                receiver in connection with any covered 
                financial company for which the Corporation is 
                acting as receiver under this section, the 
                Corporation shall, to the greatest extent 
                practicable, conduct its operations in a manner 
                that--
                          [(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) mitigates the potential for 
                        serious adverse effects to the 
                        financial system;
                          [(iv) ensures timely and adequate 
                        competition and fair and consistent 
                        treatment of offerors; and
                          [(v) prohibits discrimination on the 
                        basis of race, sex, or ethnic group in 
                        the solicitation and consideration of 
                        offers.
          [(10) Statute of limitations for actions brought by 
        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 receiver 
                for a covered financial company shall be--
                          [(i) in the case of any contract 
                        claim, the longer of--
                                  [(I) the 6-year period 
                                beginning on the date on which 
                                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 on which 
                                the claim accrues; or
                                  [(II) the period applicable 
                                under State law.
                  [(B) 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 subparagraph (A) shall be 
                the later of--
                          [(i) the date of the appointment of 
                        the Corporation as receiver under this 
                        title; 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 applicable statute of 
                        limitations under State law has expired 
                        not more than 5 years before the date 
                        of appointment of the Corporation as 
                        receiver for a covered financial 
                        company, the Corporation may bring an 
                        action as receiver on such claim 
                        without regard to the expiration of the 
                        statute of limitations.
                          [(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 
                        covered financial company.
          [(11) Avoidable transfers.--
                  [(A) Fraudulent transfers.--The Corporation, 
                as receiver for any covered financial company, 
                may avoid a transfer of any interest of the 
                covered financial company in property, or any 
                obligation incurred by the covered financial 
                company, that was made or incurred at or within 
                2 years before the date on which the 
                Corporation was appointed receiver, if--
                          [(i) the covered financial company 
                        voluntarily or involuntarily--
                                  [(I) made such transfer or 
                                incurred such obligation with 
                                actual intent to hinder, delay, 
                                or defraud any entity to which 
                                the covered financial company 
                                was or became, on or after the 
                                date on which such transfer was 
                                made or such obligation was 
                                incurred, indebted; or
                                  [(II) received less than a 
                                reasonably equivalent value in 
                                exchange for such transferor 
                                obligation; and
                          [(ii) the covered financial company 
                        voluntarily or involuntarily--
                                  [(I) was insolvent on the 
                                date that such transfer was 
                                made or such obligation was 
                                incurred, or became insolvent 
                                as a result of such transfer or 
                                obligation;
                                  [(II) was engaged in business 
                                or a transaction, or was about 
                                to engage in business or a 
                                transaction, for which any 
                                property remaining with the 
                                covered financial company was 
                                an unreasonably small capital;
                                  [(III) intended to incur, or 
                                believed that the covered 
                                financial company would incur, 
                                debts that would be beyond the 
                                ability of the covered 
                                financial company to pay as 
                                such debts matured; or
                                  [(IV) made such transfer to 
                                or for the benefit of an 
                                insider, or incurred such 
                                obligation to or for the 
                                benefit of an insider, under an 
                                employment contract and not in 
                                the ordinary course of 
                                business.
                  [(B) Preferential transfers.--The Corporation 
                as receiver for any covered financial company 
                may avoid a transfer of an interest of the 
                covered financial company in property--
                          [(i) to or for the benefit of a 
                        creditor;
                          [(ii) for or on account of an 
                        antecedent debt that was owed by the 
                        covered financial company before the 
                        transfer was made;
                          [(iii) that was made while the 
                        covered financial company was 
                        insolvent;
                          [(iv) that was made--
                                  [(I) 90 days or less before 
                                the date on which the 
                                Corporation was appointed 
                                receiver; or
                                  [(II) more than 90 days, but 
                                less than 1 year before the 
                                date on which the Corporation 
                                was appointed receiver, if such 
                                creditor at the time of the 
                                transfer was an insider; and
                          [(v) that enables the creditor to 
                        receive more than the creditor would 
                        receive if--
                                  [(I) the covered financial 
                                company had been liquidated 
                                under chapter 7 of the 
                                Bankruptcy Code;
                                  [(II) the transfer had not 
                                been made; and
                                  [(III) the creditor received 
                                payment of such debt to the 
                                extent provided by the 
                                provisions of chapter 7 of the 
                                Bankruptcy Code.
                  [(C) Post-receivership transactions.--The 
                Corporation as receiver for any covered 
                financial company may avoid a transfer of 
                property of the receivership that occurred 
                after the Corporation was appointed receiver 
                that was not authorized under this title by the 
                Corporation as receiver.
                  [(D) Right of recovery.--To the extent that a 
                transfer is avoided under subparagraph (A), 
                (B), or (C), the Corporation may recover, for 
                the benefit of the covered financial company, 
                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 person for whose 
                        benefit such transfer was made; or
                          [(ii) any immediate or mediate 
                        transferee of any such initial 
                        transferee.
                  [(E) Rights of transferee or obligee.--The 
                Corporation may not recover under subparagraph 
                (D)(ii) from--
                          [(i) any transferee that takes for 
                        value, including in satisfaction of or 
                        to secure a present or antecedent debt, 
                        in good faith, and without knowledge of 
                        the voidability of the transfer 
                        avoided; or
                          [(ii) any immediate or mediate good 
                        faith transferee of such transferee.
                  [(F) Defenses.--Subject to the other 
                provisions of this title--
                          [(i) a transferee or obligee from 
                        which the Corporation seeks to recover 
                        a transfer or to avoid an obligation 
                        under subparagraph (A), (B), (C), or 
                        (D) shall have the same defenses 
                        available to a transferee or obligee 
                        from which a trustee seeks to recover a 
                        transfer or avoid an obligation under 
                        sections 547, 548, and 549 of the 
                        Bankruptcy Code; and
                          [(ii) the authority of the 
                        Corporation to recover a transfer or 
                        avoid an obligation shall be subject to 
                        subsections (b) and (c) of section 546, 
                        section 547(c), and section 548(c) of 
                        the Bankruptcy Code.
                  [(G) Rights under this section.--The rights 
                of the Corporation as receiver under this 
                section shall be superior to any rights of a 
                trustee or any other party (other than a 
                Federal agency) under the Bankruptcy Code.
                  [(H) Rules of construction; definitions.--For 
                purposes of--
                          [(i) subparagraphs (A) and (B)--
                                  [(I) the term ``insider'' has 
                                the same meaning as in section 
                                101(31) of the Bankruptcy Code;
                                  [(II) a transfer is made when 
                                such transfer is so perfected 
                                that a bona fide purchaser from 
                                the covered financial company 
                                against whom applicable law 
                                permits such transfer to be 
                                perfected cannot acquire an 
                                interest in the property 
                                transferred that is superior to 
                                the interest in such property 
                                of the transferee, but if such 
                                transfer is not so perfected 
                                before the date on which the 
                                Corporation is appointed as 
                                receiver for the covered 
                                financial company, such 
                                transfer is made immediately 
                                before the date of such 
                                appointment; and
                                  [(III) the term ``value'' 
                                means property, or satisfaction 
                                or securing of a present or 
                                antecedent debt of the covered 
                                financial company, but does not 
                                include an unperformed promise 
                                to furnish support to the 
                                covered financial company; and
                          [(ii) subparagraph (B)--
                                  [(I) the covered financial 
                                company is presumed to have 
                                been insolvent on and during 
                                the 90-day period immediately 
                                preceding the date of 
                                appointment of the Corporation 
                                as receiver; and
                                  [(II) the term ``insolvent'' 
                                has the same meaning as in 
                                section 101(32) of the 
                                Bankruptcy Code.
          [(12) Setoff.--
                  [(A) Generally.--Except as otherwise provided 
                in this title, any right of a creditor to 
                offset a mutual debt owed by the creditor to 
                any covered financial company that arose before 
                the Corporation was appointed as receiver for 
                the covered financial company against a claim 
                of such creditor may be asserted if enforceable 
                under applicable noninsolvency law, except to 
                the extent that--
                          [(i) the claim of the creditor 
                        against the covered financial company 
                        is disallowed;
                          [(ii) the claim was transferred, by 
                        an entity other than the covered 
                        financial company, to the creditor--
                                  [(I) after the Corporation 
                                was appointed as receiver of 
                                the covered financial company; 
                                or
                                  [(II)(aa) after the 90-day 
                                period preceding the date on 
                                which the Corporation was 
                                appointed as receiver for the 
                                covered financial company; and
                                          [(bb) while the 
                                        covered financial 
                                        company was insolvent 
                                        (except for a setoff in 
                                        connection with a 
                                        qualified financial 
                                        contract); or
                          [(iii) the debt owed to the covered 
                        financial company was incurred by the 
                        covered financial company--
                                  [(I) after the 90-day period 
                                preceding the date on which the 
                                Corporation was appointed as 
                                receiver for the covered 
                                financial company;
                                  [(II) while the covered 
                                financial company was 
                                insolvent; and
                                  [(III) for the purpose of 
                                obtaining a right of setoff 
                                against the covered financial 
                                company (except for a setoff in 
                                connection with a qualified 
                                financial contract).
                  [(B) Insufficiency.--
                          [(i) In general.--Except with respect 
                        to a setoff in connection with a 
                        qualified financial contract, if a 
                        creditor offsets a mutual debt owed to 
                        the covered financial company against a 
                        claim of the covered financial company 
                        on or within the 90-day period 
                        preceding the date on which the 
                        Corporation is appointed as receiver 
                        for the covered financial company, the 
                        Corporation may recover from the 
                        creditor the amount so offset, to the 
                        extent that any insufficiency on the 
                        date of such setoff is less than the 
                        insufficiency on the later of--
                                  [(I) the date that is 90 days 
                                before the date on which the 
                                Corporation is appointed as 
                                receiver for the covered 
                                financial company; or
                                  [(II) the first day on which 
                                there is an insufficiency 
                                during the 90-day period 
                                preceding the date on which the 
                                Corporation is appointed as 
                                receiver for the covered 
                                financial company.
                          [(ii) Definition of insufficiency.--
                        In this subparagraph, the term 
                        ``insufficiency'' means the amount, if 
                        any, by which a claim against the 
                        covered financial company exceeds a 
                        mutual debt owed to the covered 
                        financial company by the holder of such 
                        claim.
                  [(C) Insolvency.--The term ``insolvent'' has 
                the same meaning as in section 101(32) of the 
                Bankruptcy Code.
                  [(D) Presumption of insolvency.--For purposes 
                of this paragraph, the covered financial 
                company is presumed to have been insolvent on 
                and during the 90-day period preceding the date 
                of appointment of the Corporation as receiver.
                  [(E) Limitation.--Nothing in this paragraph 
                (12) shall be the basis for any right of setoff 
                where no such right exists under applicable 
                noninsolvency law.
                  [(F) Priority claim.--Except as otherwise 
                provided in this title, the Corporation as 
                receiver for the covered financial company may 
                sell or transfer any assets free and clear of 
                the setoff rights of any party, except that 
                such party shall be entitled to a claim, 
                subordinate to the claims payable under 
                subparagraphs (A), (B), (C), and (D) of 
                subsection (b)(1), but senior to all other 
                unsecured liabilities defined in subsection 
                (b)(1)(E), in an amount equal to the value of 
                such setoff rights.
          [(13) Attachment of assets and other injunctive 
        relief.--Subject to paragraph (14), any court of 
        competent jurisdiction may, at the request of the 
        Corporation as receiver for a covered financial 
        company, 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.
          [(14) Standards.--
                  [(A) Showing.--Rule 65 of the Federal Rules 
                of Civil Procedure shall apply with respect to 
                any proceeding under paragraph (13), without 
                regard to the requirement 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 the State provide 
                substantially similar protections of the right 
                of the parties to due process as provided under 
                Rule 65 (as modified with respect to such 
                proceeding by subparagraph (A)), the relief 
                sought by the Corporation pursuant to paragraph 
                (14) may be requested under the laws of such 
                State.
          [(15) Treatment of claims arising from breach of 
        contracts executed by the corporation as receiver.--
        Notwithstanding any other provision of this title, any 
        final and non-appealable judgment for monetary damages 
        entered against the Corporation as receiver for a 
        covered financial company 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. Nothing in this 
        paragraph shall be construed to limit the power of a 
        receiver to exercise any rights under contract or law, 
        including to terminate, breach, cancel, or otherwise 
        discontinue such agreement.
          [(16) Accounting and recordkeeping requirements.--
                  [(A) In general.--The Corporation as receiver 
                for a covered financial company shall, 
                consistent with the accounting and reporting 
                practices and procedures established by the 
                Corporation, maintain a full accounting of each 
                receivership or other disposition of any 
                covered financial company.
                  [(B) Annual accounting or report.--With 
                respect to each receivership to which the 
                Corporation is appointed, the Corporation shall 
                make an annual accounting or report, as 
                appropriate, available to the Secretary and the 
                Comptroller General of the United States.
                  [(C) Availability of reports.--Any report 
                prepared pursuant to subparagraph (B) and 
                section 203(c)(3) shall be made available to 
                the public by the Corporation.
                  [(D) Recordkeeping requirement.--
                          [(i) In general.--The Corporation 
                        shall prescribe such regulations and 
                        establish such retention schedules as 
                        are necessary to maintain the documents 
                        and records of the Corporation 
                        generated in exercising the authorities 
                        of this title and the records of a 
                        covered financial company for which the 
                        Corporation is appointed receiver, with 
                        due regard for--
                                  [(I) the avoidance of 
                                duplicative record retention; 
                                and
                                  [(II) the expected 
                                evidentiary needs of the 
                                Corporation as receiver for a 
                                covered financial company and 
                                the public regarding the 
                                records of covered financial 
                                companies.
                          [(ii) Retention of records.--Unless 
                        otherwise required by applicable 
                        Federal law or court order, the 
                        Corporation may not, at any time, 
                        destroy any records that are subject to 
                        clause (i).
                          [(iii) Records defined.--As used in 
                        this subparagraph, the terms 
                        ``records'' and ``records of a covered 
                        financial company'' mean any document, 
                        book, paper, map, photograph, 
                        microfiche, microfilm, computer or 
                        electronically-created record generated 
                        or maintained by the covered financial 
                        company in the course of and necessary 
                        to its transaction of business.
  [(b) Priority of Expenses and Unsecured Claims.--
          [(1) In general.--Unsecured claims against a covered 
        financial company, or the Corporation as receiver for 
        such covered financial company under this section, that 
        are proven to the satisfaction of the receiver shall 
        have priority in the following order:
                  [(A) Administrative expenses of the receiver.
                  [(B) Any amounts owed to the United States, 
                unless the United States agrees or consents 
                otherwise.
                  [(C) Wages, salaries, or commissions, 
                including vacation, severance, and sick leave 
                pay earned by an individual (other than an 
                individual described in subparagraph (G)), but 
                only to the extent of 11,725 for each 
                individual (as indexed for inflation, by 
                regulation of the Corporation) earned not later 
                than 180 days before the date of appointment of 
                the Corporation as receiver.
                  [(D) Contributions owed to employee benefit 
                plans arising from services rendered not later 
                than 180 days before the date of appointment of 
                the Corporation as receiver, to the extent of 
                the number of employees covered by each such 
                plan, multiplied by 11,725 (as indexed for 
                inflation, by regulation of the Corporation), 
                less the aggregate amount paid to such 
                employees under subparagraph (C), plus the 
                aggregate amount paid by the receivership on 
                behalf of such employees to any other employee 
                benefit plan.
                  [(E) Any other general or senior liability of 
                the covered financial company (which is not a 
                liability described under subparagraph (F), 
                (G), or (H)).
                  [(F) Any obligation subordinated to general 
                creditors (which is not an obligation described 
                under subparagraph (G) or (H)).
                  [(G) Any wages, salaries, or commissions, 
                including vacation, severance, and sick leave 
                pay earned, owed to senior executives and 
                directors of the covered financial company.
                  [(H) Any obligation to shareholders, members, 
                general partners, limited partners, or other 
                persons, with interests in the equity of the 
                covered financial company arising as a result 
                of their status as shareholders, members, 
                general partners, limited partners, or other 
                persons with interests in the equity of the 
                covered financial company.
          [(2) Post-receivership financing priority.--In the 
        event that the Corporation, as receiver for a covered 
        financial company, is unable to obtain unsecured credit 
        for the covered financial company from commercial 
        sources, the Corporation as receiver may obtain credit 
        or incur debt on the part of the covered financial 
        company, which shall have priority over any or all 
        administrative expenses of the receiver under paragraph 
        (1)(A).
          [(3) Claims of the united states.--Unsecured claims 
        of the United States shall, at a minimum, have a higher 
        priority than liabilities of the covered financial 
        company that count as regulatory capital.
          [(4) Creditors similarly situated.--All claimants of 
        a covered financial company that are similarly situated 
        under paragraph (1) shall be treated in a similar 
        manner, except that the Corporation may take any action 
        (including making payments, subject to subsection 
        (o)(1)(D)(i)) that does not comply with this 
        subsection, if--
                  [(A) the Corporation determines that such 
                action is necessary--
                          [(i) to maximize the value of the 
                        assets of the covered financial 
                        company;
                          [(ii) to initiate and continue 
                        operations essential to implementation 
                        of the receivership or any bridge 
                        financial company;
                          [(iii) to maximize the present value 
                        return from the sale or other 
                        disposition of the assets of the 
                        covered financial company; or
                          [(iv) to minimize the amount of any 
                        loss realized upon the sale or other 
                        disposition of the assets of the 
                        covered financial company; and
                  [(B) all claimants that are similarly 
                situated under paragraph (1) receive not less 
                than the amount provided in paragraphs (2) and 
                (3) of subsection (d).
          [(5) Secured claims unaffected.--This section shall 
        not affect secured claims or security entitlements in 
        respect of assets or property held by the covered 
        financial company, except to the extent that the 
        security is insufficient to satisfy the claim, and then 
        only with regard to the difference between the claim 
        and the amount realized from the security.
          [(6) Priority of expenses and unsecured claims in the 
        orderly liquidation of sipc member.--Where the 
        Corporation is appointed as receiver for a covered 
        broker or dealer, unsecured claims against such covered 
        broker or dealer, or the Corporation as receiver for 
        such covered broker or dealer under this section, that 
        are proven to the satisfaction of the receiver under 
        section 205(e), shall have the priority prescribed in 
        paragraph (1), except that--
                  [(A) SIPC shall be entitled to recover 
                administrative expenses incurred in performing 
                its responsibilities under section 205 on an 
                equal basis with the Corporation, in accordance 
                with paragraph (1)(A);
                  [(B) the Corporation shall be entitled to 
                recover any amounts paid to customers or to 
                SIPC pursuant to section 205(f), in accordance 
                with paragraph (1)(B);
                  [(C) SIPC shall be entitled to recover any 
                amounts paid out of the SIPC Fund to meet its 
                obligations under section 205 and under the 
                Securities Investor Protection Act of 1970 (15 
                U.S.C. 78aaa et seq.), which claim shall be 
                subordinate to the claims payable under 
                subparagraphs (A) and (B) of paragraph (1), but 
                senior to all other claims; and
                  [(D) the Corporation may, after paying any 
                proven claims to customers under section 205 
                and the Securities Investor Protection Act of 
                1970 (15 U.S.C. 78aaa et seq.), and as provided 
                above, pay dividends on other proven claims, in 
                its discretion, and to the extent that funds 
                are available, in accordance with the 
                priorities set forth in paragraph (1).
  [(c) Provisions Relating to Contracts Entered Into Before 
Appointment of Receiver.--
          [(1) Authority to repudiate contracts.--In addition 
        to any other rights that a receiver may have, the 
        Corporation as receiver for any covered financial 
        company may disaffirm or repudiate any contract or 
        lease--
                  [(A) to which the covered financial company 
                is a party;
                  [(B) the performance of which the Corporation 
                as receiver, in the discretion of the 
                Corporation, determines to be burdensome; and
                  [(C) the disaffirmance or repudiation of 
                which the Corporation as receiver determines, 
                in the discretion of the Corporation, will 
                promote the orderly administration of the 
                affairs of the covered financial company.
          [(2) Timing of repudiation.--The Corporation, as 
        receiver for any covered financial company, shall 
        determine whether or not to exercise the rights of 
        repudiation under this section within a reasonable 
        period of time.
          [(3) Claims for damages for repudiation.--
                  [(A) In general.--Except as provided in 
                paragraphs (4), (5), and (6) and in 
                subparagraphs (C), (D), and (E) of this 
                paragraph, the liability of the Corporation as 
                receiver for a covered financial company 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 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 
                qualified 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 
                        paragraph and subsection (d), except as 
                        otherwise specifically provided in this 
                        subsection.
                  [(D) Measure of damages for repudiation or 
                disaffirmance of debt obligation.--In the case 
                of any debt for borrowed money or evidenced by 
                a security, actual direct compensatory damages 
                shall be no less than the amount lent plus 
                accrued interest plus any accreted original 
                issue discount as of the date the Corporation 
                was appointed receiver of the covered financial 
                company and, to the extent that an allowed 
                secured claim is secured by property the value 
                of which is greater than the amount of such 
                claim and any accrued interest through the date 
                of repudiation or disaffirmance, such accrued 
                interest pursuant to paragraph (1).
                  [(E) Measure of damages for repudiation or 
                disaffirmance of contingent obligation.--In the 
                case of any contingent obligation of a covered 
                financial company consisting of any obligation 
                under a guarantee, letter of credit, loan 
                commitment, or similar credit obligation, the 
                Corporation may, by rule or regulation, 
                prescribe that actual direct compensatory 
                damages shall be no less than the estimated 
                value of the claim as of the date the 
                Corporation was appointed receiver of the 
                covered financial company, as such value is 
                measured based on the likelihood that such 
                contingent claim would become fixed and the 
                probable magnitude thereof.
          [(4) Leases under which the covered financial company 
        is the lessee.--
                  [(A) In general.--If the Corporation as 
                receiver disaffirms or repudiates a lease under 
                which the covered financial company is the 
                lessee, the 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 subparagraph (A) would otherwise apply 
                shall--
                          [(i) be entitled to the contractual 
                        rent accruing before the later of the 
                        date on which--
                                  [(I) the notice of 
                                disaffirmance or repudiation is 
                                mailed; or
                                  [(II) the disaffirmance or 
                                repudiation becomes effective, 
                                unless the lessor is in default 
                                or breach of the terms of the 
                                lease;
                          [(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 paragraph 
                        and subsection (d).
          [(5) Leases under which the covered financial company 
        is the lessor.--
                  [(A) In general.--If the Corporation as 
                receiver for a covered financial company 
                repudiates an unexpired written lease of real 
                property of the covered financial company under 
                which the covered financial company 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 subparagraph (A)--
                          [(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 
                                covered financial company under 
                                the lease after such date; and
                          [(ii) the Corporation as 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 receiver repudiates 
                any contract (which meets the requirements of 
                subsection (a)(6)) 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 
                subparagraph (A)--
                          [(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 
                                covered financial company under 
                                the contract; and
                          [(ii) the Corporation as 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 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 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 covered financial 
                company for which the Corporation has been 
                appointed receiver, any claim of such person 
                for services performed before the date of 
                appointment shall be--
                          [(i) a claim to be paid in accordance 
                        with subsections (a), (b), and (d); and
                          [(ii) deemed to have arisen as of the 
                        date on which the receiver was 
                        appointed.
                  [(B) Services performed after appointment and 
                prior to repudiation.--If, in the case of any 
                contract for services described in subparagraph 
                (A), the Corporation as receiver accepts 
                performance by the other person before making 
                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 receivership.
                  [(C) Acceptance of performance no bar to 
                subsequent repudiation.--The acceptance by the 
                Corporation as receiver for services referred 
                to in subparagraph (B) in connection with a 
                contract described in subparagraph (B) shall 
                not affect the right of the Corporation as 
                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 subsection (a)(8) and paragraphs (9) and 
                (10) of this subsection, and notwithstanding 
                any other provision of this section, any other 
                provision of Federal law, or the law of any 
                State, no person shall be stayed or prohibited 
                from exercising--
                          [(i) any right that such person has 
                        to cause the termination, liquidation, 
                        or acceleration of any qualified 
                        financial contract with a covered 
                        financial company which arises upon the 
                        date of appointment of the Corporation 
                        as receiver for such covered financial 
                        company or 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 or agreements described in 
                        clause (i), including any master 
                        agreement for such contracts or 
                        agreements.
                  [(B) Applicability of other provisions.--
                Subsection (a)(8) shall apply in the case of 
                any judicial action or proceeding brought 
                against the Corporation as receiver referred to 
                in subparagraph (A), or the subject covered 
                financial company, by any party to a contract 
                or agreement described in subparagraph (A)(i) 
                with such covered financial company.
                  [(C) Certain transfers not avoidable.--
                          [(i) In general.--Notwithstanding 
                        subsection (a)(11), (a)(12), or 
                        (c)(12), section 5242 of the Revised 
                        Statutes of the United States, or any 
                        other provision of Federal or State law 
                        relating to the avoidance of 
                        preferential or fraudulent transfers, 
                        the Corporation, whether acting as the 
                        Corporation or as receiver for a 
                        covered financial company, may not 
                        avoid any transfer of money or other 
                        property in connection with any 
                        qualified financial contract with a 
                        covered financial company.
                          [(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 
                        covered financial company if the 
                        transferee had actual intent to hinder, 
                        delay, or defraud such company, the 
                        creditors of such company, or the 
                        Corporation as receiver appointed for 
                        such company.
                  [(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'', as 
                                defined in clause (v));
                                  [(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 an 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 any of 
                                subclauses (I) through (X), 
                                other than subclause (II), 
                                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 any of subclauses (I) 
                                through (X), other than 
                                subclause (II); 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 any 
                                of subclauses (I) through 
                                (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 any of subclauses (I) 
                                through (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 that is 
                                more than 2 days after the date 
                                on which 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'', 
                                as defined in clause (v)), 
                                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 
                                one or more certificates of 
                                deposit, mortgage related 
                                securities (as such term is 
                                defined in section 3 of the 
                                Securities Exchange Act of 
                                1934), mortgage loans, 
                                interests in mortgage-related 
                                securities or mortgage loans, 
                                eligible bankers' acceptances, 
                                qualified foreign government 
                                securities (which, for purposes 
                                of this clause, 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 of 
                                Governors), 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.
                          [(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 
                                agreement or transaction 
                                referred to in any of 
                                subclauses (I) through (V), 
                                including any guarantee or 
                                reimbursement obligation in 
                                connection with any agreement 
                                or transaction referred to in 
                                any such clause.
                          [(vii) Definitions relating to 
                        default.--When used in this paragraph 
                        and paragraphs (9) and (10)--
                                  [(I) the term ``default'' 
                                means, with respect to a 
                                covered financial company, any 
                                adjudication or other official 
                                decision by any court of 
                                competent jurisdiction, or 
                                other public authority pursuant 
                                to which the Corporation has 
                                been appointed receiver; and
                                  [(II) the term ``in danger of 
                                default'' means a covered 
                                financial company with respect 
                                to which the Corporation or 
                                appropriate State authority has 
                                determined that--
                                          [(aa) in the opinion 
                                        of the Corporation or 
                                        such authority--
                                                  [(AA) the 
                                                covered 
                                                financial 
                                                company is not 
                                                likely to be 
                                                able to pay its 
                                                obligations in 
                                                the normal 
                                                course of 
                                                business; and
                                                  [(BB) there 
                                                is no 
                                                reasonable 
                                                prospect that 
                                                the covered 
                                                financial 
                                                company will be 
                                                able to pay 
                                                such 
                                                obligations 
                                                without Federal 
                                                assistance; or
                                          [(bb) in the opinion 
                                        of the Corporation or 
                                        such authority--
                                                  [(AA) the 
                                                covered 
                                                financial 
                                                company has 
                                                incurred or is 
                                                likely to incur 
                                                losses that 
                                                will deplete 
                                                all or 
                                                substantially 
                                                all of its 
                                                capital; and
                                                  [(BB) there 
                                                is no 
                                                reasonable 
                                                prospect that 
                                                the capital 
                                                will be 
                                                replenished 
                                                without Federal 
                                                assistance.
                          [(viii) Treatment of master agreement 
                        as one agreement.--Any master agreement 
                        for any contract or agreement described 
                        in any of clauses (i) through (vi) (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 contact. 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.
                          [(ix) 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 equity 
                        of redemption of the covered financial 
                        company.
                          [(x) Person.--The term ``person'' 
                        includes any governmental entity in 
                        addition to any entity included in the 
                        definition of such term in section 1, 
                        title 1, United States Code.
                  [(E) 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 or 
                to disaffirm or repudiate any such contract in 
                accordance with this subsection.
                  [(F) Walkaway clauses not effective.--
                          [(i) In general.--Notwithstanding the 
                        provisions of subparagraph (A) of this 
                        paragraph and sections 403 and 404 of 
                        the Federal Deposit Insurance 
                        Corporation Improvement Act of 1991, no 
                        walkaway clause shall be enforceable in 
                        a qualified financial contract of a 
                        covered financial company 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 at which the Corporation 
                        is appointed as receiver until the 
                        earlier of--
                                  [(I) the time at which such 
                                party receives notice that such 
                                contract has been transferred 
                                pursuant to paragraph (10)(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 the status of such party as a 
                        nondefaulting party in connection with 
                        the insolvency of a covered financial 
                        company that is a party to the contract 
                        or the appointment of or the exercise 
                        of rights or powers by the Corporation 
                        as receiver for such covered financial 
                        company, and not as a result of the 
                        exercise by a party of any right to 
                        offset, setoff, or net obligations that 
                        exist under the contract, any other 
                        contract between those parties, or 
                        applicable law.
                  [(G) Certain obligations to clearing 
                organizations.--In the event that the 
                Corporation has been appointed as receiver for 
                a covered financial company which is a party to 
                any qualified financial contract cleared by or 
                subject to the rules of a clearing organization 
                (as defined in paragraph (9)(D)), the receiver 
                shall use its best efforts to meet all margin, 
                collateral, and settlement obligations of the 
                covered financial company that arise under 
                qualified financial contracts (other than any 
                margin, collateral, or settlement obligation 
                that is not enforceable against the receiver 
                under paragraph (8)(F)(i) or paragraph 
                (10)(B)), as required by the rules of the 
                clearing organization when due. Notwithstanding 
                any other provision of this title, if the 
                receiver fails to satisfy any such margin, 
                collateral, or settlement obligations under the 
                rules of the clearing organization, the 
                clearing organization shall have the immediate 
                right to exercise, and shall not be stayed from 
                exercising, all of its rights and remedies 
                under its rules and applicable law with respect 
                to any qualified financial contract of the 
                covered financial company, including, without 
                limitation, the right to liquidate all 
                positions and collateral of such covered 
                financial company under the company's qualified 
                financial contracts, and suspend or cease to 
                act for such covered financial company, all in 
                accordance with the rules of the clearing 
                organization.
                  [(H) Recordkeeping.--
                          [(i) Joint rulemaking.--The Federal 
                        primary financial regulatory agencies 
                        shall jointly prescribe regulations 
                        requiring that financial companies 
                        maintain such records with respect to 
                        qualified financial contracts 
                        (including market valuations) that the 
                        Federal primary financial regulatory 
                        agencies determine to be necessary or 
                        appropriate in order to assist the 
                        Corporation as receiver for a covered 
                        financial company in being able to 
                        exercise its rights and fulfill its 
                        obligations under this paragraph or 
                        paragraph (9) or (10).
                          [(ii) Time frame.--The Federal 
                        primary financial regulatory agencies 
                        shall prescribe joint final or interim 
                        final regulations not later than 24 
                        months after the date of enactment of 
                        this Act.
                          [(iii) Back-up rulemaking 
                        authority.--If the Federal primary 
                        financial regulatory agencies do not 
                        prescribe joint final or interim final 
                        regulations within the time frame in 
                        clause (ii), the Chairperson of the 
                        Council shall prescribe, in 
                        consultation with the Corporation, the 
                        regulations required by clause (i).
                          [(iv) Categorization and tiering.--
                        The joint regulations prescribed under 
                        clause (i) shall, as appropriate, 
                        differentiate among financial companies 
                        by taking into consideration their 
                        size, risk, complexity, leverage, 
                        frequency and dollar amount of 
                        qualified financial contracts, 
                        interconnectedness to the financial 
                        system, and any other factors deemed 
                        appropriate.
          [(9) Transfer of qualified financial contracts.--
                  [(A) In general.--In making any transfer of 
                assets or liabilities of a covered financial 
                company in default, which includes any 
                qualified financial contract, the Corporation 
                as receiver for such covered financial company 
                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 covered financial 
                                company in default;
                                  [(II) all claims of such 
                                person or any affiliate of such 
                                person against such covered 
                                financial company 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 company);
                                  [(III) all claims of such 
                                covered financial company 
                                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 foreign bank, financial 
                institution, or branch or agency thereof.--In 
                transferring any qualified financial contracts 
                and related claims and property under 
                subparagraph (A)(i), the Corporation as 
                receiver for the covered financial company 
                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 receiver for a 
                financial institution transfers any qualified 
                financial contract and related claims, 
                property, or credit enhancement 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, a bridge financial 
                        company, or any other institution 
                        determined by the Corporation, by 
                        regulation, to be a financial 
                        institution; and
                          [(ii) the term ``clearing 
                        organization'' has the same meaning as 
                        in section 402 of the Federal Deposit 
                        Insurance Corporation Improvement Act 
                        of 1991.
          [(10) Notification of transfer.--
                  [(A) In general.--
                          [(i) Notice.--The Corporation shall 
                        provide notice in accordance with 
                        clause (ii), if--
                                  [(I) the Corporation as 
                                receiver for a covered 
                                financial company in default or 
                                in danger of default transfers 
                                any assets or liabilities of 
                                the covered financial company; 
                                and
                                  [(II) the transfer includes 
                                any qualified financial 
                                contract.
                          [(ii) Timing.--The Corporation as 
                        receiver for a covered financial 
                        company shall notify any person who is 
                        a party to any contract described in 
                        clause (i) of such transfer not later 
                        than 5:00 p.m. (eastern time) on the 
                        business day following the date of the 
                        appointment of the Corporation as 
                        receiver.
                  [(B) Certain rights not enforceable.--
                          [(i) Receivership.--A person who is a 
                        party to a qualified financial contract 
                        with a covered financial company may 
                        not exercise any right that such person 
                        has to terminate, liquidate, or net 
                        such contract under paragraph (8)(A) 
                        solely by reason of or incidental to 
                        the appointment under this section of 
                        the Corporation as receiver for the 
                        covered financial company (or the 
                        insolvency or financial condition of 
                        the covered financial company for which 
                        the Corporation has been appointed as 
                        receiver)--
                                  [(I) until 5:00 p.m. (eastern 
                                time) on the business day 
                                following the date of the 
                                appointment; or
                                  [(II) after the person has 
                                received notice that the 
                                contract has been transferred 
                                pursuant to paragraph (9)(A).
                          [(ii) Notice.--For purposes of this 
                        paragraph, the Corporation as receiver 
                        for a covered financial company shall 
                        be deemed to have notified a person who 
                        is a party to a qualified financial 
                        contract with such covered financial 
                        company, if the Corporation has taken 
                        steps reasonably calculated to provide 
                        notice to such person by the time 
                        specified in subparagraph (A).
                  [(C) Treatment of bridge financial company.--
                For purposes of paragraph (9), a bridge 
                financial company shall not be considered to be 
                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.
                  [(D) 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 the Corporation as 
        receiver with respect to any qualified financial 
        contract to which a covered financial company is a 
        party, the Corporation shall either--
                  [(A) disaffirm or repudiate all qualified 
                financial contracts between--
                          [(i) any person or any affiliate of 
                        such person; and
                          [(ii) the covered financial company 
                        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 and customer interests not 
        avoidable.--No provision of this subsection shall be 
        construed as permitting the avoidance of any--
                  [(A) legally enforceable or perfected 
                security interest in any of the assets of any 
                covered financial company, except in accordance 
                with subsection (a)(11); or
                  [(B) legally enforceable interest in customer 
                property, security entitlements in respect of 
                assets or property held by the covered 
                financial company for any security entitlement 
                holder.
          [(13) Authority to enforce contracts.--
                  [(A) In general.--The Corporation, as 
                receiver for a covered financial company, may 
                enforce any contract, other than a liability 
                insurance contract of a director or officer, a 
                financial institution bond entered into by the 
                covered financial company, notwithstanding any 
                provision of the contract providing for 
                termination, default, acceleration, or exercise 
                of rights upon, or solely by reason of, 
                insolvency, the appointment of or the exercise 
                of rights or powers by the Corporation as 
                receiver, the filing of the petition pursuant 
                to section 202(a)(1), or the issuance of the 
                recommendations or determination, or any 
                actions or events occurring in connection 
                therewith or as a result thereof, pursuant to 
                section 203.
                  [(B) Certain rights not affected.--No 
                provision of this paragraph may be construed as 
                impairing or affecting any right of the 
                Corporation as receiver to enforce or recover 
                under a liability insurance contract of a 
                director or officer or financial institution 
                bond under other applicable law.
                  [(C) Consent requirement and ipso facto 
                clauses.--
                          [(i) In general.--Except as otherwise 
                        provided by this section, no person may 
                        exercise any right or power to 
                        terminate, accelerate, or declare a 
                        default under any contract to which the 
                        covered financial company is a party 
                        (and no provision in any such contract 
                        providing for such default, 
                        termination, or acceleration shall be 
                        enforceable), or to obtain possession 
                        of or exercise control over any 
                        property of the covered financial 
                        company or affect any contractual 
                        rights of the covered financial 
                        company, without the consent of the 
                        Corporation as receiver for the covered 
                        financial company during the 90 day 
                        period beginning from the appointment 
                        of the Corporation as receiver.
                          [(ii) Exceptions.--No provision of 
                        this subparagraph shall apply to a 
                        director or officer liability insurance 
                        contract or a financial institution 
                        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 receiver to fail to comply with 
                        otherwise enforceable provisions of 
                        such contract.
                  [(D) Contracts to extend credit.--
                Notwithstanding any other provision in this 
                title, if the Corporation as receiver enforces 
                any contract to extend credit to the covered 
                financial company or bridge financial company, 
                any valid and enforceable obligation to repay 
                such debt shall be paid by the Corporation as 
                receiver, as an administrative expense of the 
                receivership.
          [(14) Exception for federal reserve banks and 
        corporation security interest.--No provision of this 
        subsection shall apply with respect to--
                  [(A) any extension of credit from any Federal 
                reserve bank or the Corporation to any covered 
                financial company; or
                  [(B) any security interest in the assets of 
                the covered financial company securing any such 
                extension of credit.
          [(15) 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, the Legal Certainty for Bank 
        Products Act of 2000, the securities laws (as that term 
        is defined in section 3(a)(47) of the Securities 
        Exchange Act of 1934), and the Commodity Exchange Act.
          [(16) Enforcement of contracts guaranteed by the 
        covered financial company.--
                  [(A) In general.--The Corporation, as 
                receiver for a covered financial company or as 
                receiver for a subsidiary of a covered 
                financial company (including an insured 
                depository institution) shall have the power to 
                enforce contracts of subsidiaries or affiliates 
                of the covered financial company, the 
                obligations under which are guaranteed or 
                otherwise supported by or linked to the covered 
                financial company, notwithstanding any 
                contractual right to cause the termination, 
                liquidation, or acceleration of such contracts 
                based solely on the insolvency, financial 
                condition, or receivership of the covered 
                financial company, if--
                          [(i) such guaranty or other support 
                        and all related assets and liabilities 
                        are transferred to and assumed by a 
                        bridge financial company or a third 
                        party (other than a third party 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) within the 
                        same period of time as the Corporation 
                        is entitled to transfer the qualified 
                        financial contracts of such covered 
                        financial company; or
                          [(ii) the Corporation, as receiver, 
                        otherwise provides adequate protection 
                        with respect to such obligations.
                  [(B) Rule of construction.--For purposes of 
                this paragraph, a bridge financial company 
                shall not be considered to be a third party 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.
  [(d) 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 utilized by the Corporation for a covered 
        financial company, including transactions authorized 
        under subsection (h), this subsection shall govern the 
        rights of the creditors of any such covered financial 
        company.
          [(2) Maximum liability.--The maximum liability of the 
        Corporation, acting as receiver for a covered financial 
        company or in any other capacity, to any person having 
        a claim against the Corporation as receiver or the 
        covered financial company for which the Corporation is 
        appointed shall equal the amount that such claimant 
        would have received if--
                  [(A) the Corporation had not been appointed 
                receiver with respect to the covered financial 
                company; and
                  [(B) the covered financial company had been 
                liquidated under chapter 7 of the Bankruptcy 
                Code, or any similar provision of State 
                insolvency law applicable to the covered 
                financial company.
          [(3) Special provision for orderly liquidation by 
        sipc.--The maximum liability of the Corporation, acting 
        as receiver or in its corporate capacity for any 
        covered broker or dealer to any customer of such 
        covered broker or dealer, with respect to customer 
        property of such customer, shall be--
                  [(A) equal to the amount that such customer 
                would have received with respect to such 
                customer property in a case initiated by SIPC 
                under the Securities Investor Protection Act of 
                1970 (15 U.S.C. 78aaa et seq.); and
                  [(B) determined as of the close of business 
                on the date on which the Corporation is 
                appointed as receiver.
          [(4) Additional payments authorized.--
                  [(A) In general.--Subject to subsection 
                (o)(1)(D)(i), the Corporation, with the 
                approval of the Secretary, may make additional 
                payments or credit additional amounts to or 
                with respect to or for the account of any 
                claimant or category of claimants of the 
                covered financial company, if the Corporation 
                determines that such payments or credits are 
                necessary or appropriate to minimize losses to 
                the Corporation as receiver from the orderly 
                liquidation of the covered financial company 
                under this section.
                  [(B) Limitations.--
                          [(i) Prohibition.--The Corporation 
                        shall not make any payments or credit 
                        amounts to any claimant or category of 
                        claimants that would result in any 
                        claimant receiving more than the face 
                        value amount of any claim that is 
                        proven to the satisfaction of the 
                        Corporation.
                          [(ii) No obligation.--Notwithstanding 
                        any other provision of Federal or State 
                        law, or the Constitution of any State, 
                        the Corporation shall not be obligated, 
                        as a result of having made any payment 
                        under subparagraph (A) or credited any 
                        amount described in subparagraph (A) to 
                        or with respect to, or for the account, 
                        of any claimant or category of 
                        claimants, to make payments to any 
                        other claimant or category of 
                        claimants.
                  [(C) Manner of payment.--The Corporation may 
                make payments or credit amounts under 
                subparagraph (A) directly to the claimants or 
                may make such payments or credit such amounts 
                to a company other than a covered financial 
                company or a bridge financial company 
                established with respect thereto in order to 
                induce such other company to accept liability 
                for such claims.
  [(e) Limitation on Court Action.--Except as provided in this 
title, no court may take any action to restrain or affect the 
exercise of powers or functions of the receiver hereunder, and 
any remedy against the Corporation or receiver shall be limited 
to money damages determined in accordance with this title.
  [(f) Liability of Directors and Officers.--
          [(1) In general.--A director or officer of a covered 
        financial company may be held personally liable for 
        monetary damages in any civil action described in 
        paragraph (2) 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--
                  [(A) acting as receiver for such covered 
                financial company;
                  [(B) acting based upon a suit, claim, or 
                cause of action purchased from, assigned by, or 
                otherwise conveyed by the Corporation as 
                receiver; or
                  [(C) acting based upon a suit, claim, or 
                cause of action purchased from, assigned by, or 
                otherwise conveyed in whole or in part by a 
                covered financial company or its affiliate in 
                connection with assistance provided under this 
                title.
          [(2) Actions covered.--Paragraph (1) shall apply with 
        respect to actions 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.
          [(3) Savings clause.--Nothing in this subsection 
        shall impair or affect any right of the Corporation 
        under other applicable law.
  [(g) Damages.--In any proceeding related to any claim against 
a director, officer, employee, agent, attorney, accountant, or 
appraiser of a covered financial company, or any other party 
employed by or providing services to a covered financial 
company, recoverable damages determined to result from the 
improvident or otherwise improper use or investment of any 
assets of the covered financial company shall include principal 
losses and appropriate interest.
  [(h) Bridge Financial Companies.--
          [(1) Organization.--
                  [(A) Purpose.--The Corporation, as receiver 
                for one or more covered financial companies or 
                in anticipation of being appointed receiver for 
                one or more covered financial companies, may 
                organize one or more bridge financial companies 
                in accordance with this subsection.
                  [(B) Authorities.--Upon the creation of a 
                bridge financial company under subparagraph (A) 
                with respect to a covered financial company, 
                such bridge financial company may--
                          [(i) assume such liabilities 
                        (including liabilities associated with 
                        any trust or custody business, but 
                        excluding any liabilities that count as 
                        regulatory capital) of such covered 
                        financial company as the Corporation 
                        may, in its discretion, determine to be 
                        appropriate;
                          [(ii) purchase such assets (including 
                        assets associated with any trust or 
                        custody business) of such covered 
                        financial company as the Corporation 
                        may, in its discretion, determine to be 
                        appropriate; and
                          [(iii) perform any other temporary 
                        function which the Corporation may, in 
                        its discretion, prescribe in accordance 
                        with this section.
          [(2) Charter and establishment.--
                  [(A) Establishment.--Except as provided in 
                subparagraph (H), where the covered financial 
                company is a covered broker or dealer, the 
                Corporation, as receiver for a covered 
                financial company, may grant a Federal charter 
                to and approve articles of association for one 
                or more bridge financial company or companies, 
                with respect to such covered financial company 
                which shall, by operation of law and 
                immediately upon issuance of its charter and 
                approval of its articles of association, be 
                established and operate in accordance with, and 
                subject to, such charter, articles, and this 
                section.
                  [(B) Management.--Upon its establishment, a 
                bridge financial company shall be under the 
                management of a board of directors appointed by 
                the Corporation.
                  [(C) Articles of association.--The articles 
                of association and organization certificate of 
                a bridge financial company shall have such 
                terms as the Corporation may provide, and shall 
                be executed by such representatives as the 
                Corporation may designate.
                  [(D) Terms of charter; rights and 
                privileges.--Subject to and in accordance with 
                the provisions of this subsection, the 
                Corporation shall--
                          [(i) establish the terms of the 
                        charter of a bridge financial company 
                        and the rights, powers, authorities, 
                        and privileges of a bridge financial 
                        company granted by the charter or as an 
                        incident thereto; and
                          [(ii) provide for, and establish the 
                        terms and conditions governing, the 
                        management (including the bylaws and 
                        the number of directors of the board of 
                        directors) and operations of the bridge 
                        financial company.
                  [(E) Transfer of rights and privileges of 
                covered financial company.--
                          [(i) In general.--Notwithstanding any 
                        other provision of Federal or State 
                        law, the Corporation may provide for a 
                        bridge financial company to succeed to 
                        and assume any rights, powers, 
                        authorities, or privileges of the 
                        covered financial company with respect 
                        to which the bridge financial company 
                        was established and, upon such 
                        determination by the Corporation, the 
                        bridge financial company shall 
                        immediately and by operation of law 
                        succeed to and assume such rights, 
                        powers, authorities, and privileges.
                          [(ii) Effective without approval.--
                        Any succession to or assumption by a 
                        bridge financial company of rights, 
                        powers, authorities, or privileges of a 
                        covered financial company under clause 
                        (i) or otherwise shall be effective 
                        without any further approval under 
                        Federal or State law, assignment, or 
                        consent with respect thereto.
                  [(F) Corporate governance and election and 
                designation of body of law.--To the extent 
                permitted by the Corporation and consistent 
                with this section and any rules, regulations, 
                or directives issued by the Corporation under 
                this section, a bridge financial company may 
                elect to follow the corporate governance 
                practices and procedures that are applicable to 
                a corporation incorporated under the general 
                corporation law of the State of Delaware, or 
                the State of incorporation or organization of 
                the covered financial company with respect to 
                which the bridge financial company was 
                established, as such law may be amended from 
                time to time.
                  [(G) Capital.--
                          [(i) Capital not required.--
                        Notwithstanding any other provision of 
                        Federal or State law, a bridge 
                        financial company may, if permitted by 
                        the Corporation, operate without any 
                        capital or surplus, or with such 
                        capital or surplus as the Corporation 
                        may in its discretion determine to be 
                        appropriate.
                          [(ii) No contribution by the 
                        corporation required.--The Corporation 
                        is not required to pay capital into a 
                        bridge financial company or to issue 
                        any capital stock on behalf of a bridge 
                        financial company established under 
                        this subsection.
                          [(iii) Authority.--If the Corporation 
                        determines that such action is 
                        advisable, the Corporation may cause 
                        capital stock or other securities of a 
                        bridge financial company established 
                        with respect to a covered financial 
                        company to be issued and offered for 
                        sale in such amounts and on such terms 
                        and conditions as the Corporation may, 
                        in its discretion, determine.
                          [(iv) Operating funds in lieu of 
                        capital and implementation plan.--Upon 
                        the organization of a bridge financial 
                        company, and thereafter as the 
                        Corporation may, in its discretion, 
                        determine to be necessary or advisable, 
                        the Corporation may make available to 
                        the bridge financial company, subject 
                        to the plan described in subsection 
                        (n)(9), funds for the operation of the 
                        bridge financial company in lieu of 
                        capital.
                  [(H) Bridge brokers or dealers.--
                          [(i) In general.--The Corporation, as 
                        receiver for a covered broker or 
                        dealer, may approve articles of 
                        association for one or more bridge 
                        financial companies with respect to 
                        such covered broker or dealer, which 
                        bridge financial company or companies 
                        shall, by operation of law and 
                        immediately upon approval of its 
                        articles of association--
                                  [(I) be established and 
                                deemed registered with the 
                                Commission under the Securities 
                                Exchange Act of 1934 and a 
                                member of SIPC;
                                  [(II) operate in accordance 
                                with such articles and this 
                                section; and
                                  [(III) succeed to any and all 
                                registrations and memberships 
                                of the covered financial 
                                company with or in any self-
                                regulatory organizations.
                          [(ii) Other requirements.--Except as 
                        provided in clause (i), and 
                        notwithstanding any other provision of 
                        this section, the bridge financial 
                        company shall be subject to the Federal 
                        securities laws and all requirements 
                        with respect to being a member of a 
                        self-regulatory organization, unless 
                        exempted from any such requirements by 
                        the Commission, as is necessary or 
                        appropriate in the public interest or 
                        for the protection of investors.
                          [(iii) Treatment of customers.--
                        Except as otherwise provided by this 
                        title, any customer of the covered 
                        broker or dealer whose account is 
                        transferred to a bridge financial 
                        company shall have all the rights, 
                        privileges, and protections under 
                        section 205(f) and under the Securities 
                        Investor Protection Act of 1970 (15 
                        U.S.C. 78aaa et seq.), that such 
                        customer would have had if the account 
                        were not transferred from the covered 
                        financial company under this 
                        subparagraph.
                          [(iv) Operation of bridge brokers or 
                        dealers.--Notwithstanding any other 
                        provision of this title, the 
                        Corporation shall not operate any 
                        bridge financial company created by the 
                        Corporation under this title with 
                        respect to a covered broker or dealer 
                        in such a manner as to adversely affect 
                        the ability of customers to promptly 
                        access their customer property in 
                        accordance with applicable law.
          [(3) Interests in and assets and obligations of 
        covered financial company.--Notwithstanding paragraph 
        (1) or (2) or any other provision of law--
                  [(A) a bridge financial company shall assume, 
                acquire, or succeed to the assets or 
                liabilities of a covered financial company 
                (including the assets or liabilities associated 
                with any trust or custody business) only to the 
                extent that such assets or liabilities are 
                transferred by the Corporation to the bridge 
                financial company in accordance with, and 
                subject to the restrictions set forth in, 
                paragraph (1)(B); and
                  [(B) a bridge financial company shall not 
                assume, acquire, or succeed to any obligation 
                that a covered financial company for which the 
                Corporation has been appointed receiver may 
                have to any shareholder, member, general 
                partner, limited partner, or other person with 
                an interest in the equity of the covered 
                financial company that arises as a result of 
                the status of that person having an equity 
                claim in the covered financial company.
          [(4) Bridge financial company treated as being in 
        default for certain purposes.--A bridge financial 
        company shall be treated as a covered financial company 
        in default at such times and for such purposes as the 
        Corporation may, in its discretion, determine.
          [(5) Transfer of assets and liabilities.--
                  [(A) Authority of corporation.--The 
                Corporation, as receiver for a covered 
                financial company, may transfer any assets and 
                liabilities of a covered financial company 
                (including any assets or liabilities associated 
                with any trust or custody business) to one or 
                more bridge financial companies, in accordance 
                with and subject to the restrictions of 
                paragraph (1).
                  [(B) Subsequent transfers.--At any time after 
                the establishment of a bridge financial company 
                with respect to a covered financial company, 
                the Corporation, as receiver, may transfer any 
                assets and liabilities of such covered 
                financial company as the Corporation may, in 
                its discretion, determine to be appropriate in 
                accordance with and subject to the restrictions 
                of paragraph (1).
                  [(C) Treatment of trust or custody 
                business.--For purposes of this paragraph, the 
                trust or custody business, including fiduciary 
                appointments, held by any covered financial 
                company is included among its assets and 
                liabilities.
                  [(D) Effective without approval.--The 
                transfer of any assets or liabilities, 
                including those associated with any trust or 
                custody business of a covered financial 
                company, to a bridge financial company shall be 
                effective without any further approval under 
                Federal or State law, assignment, or consent 
                with respect thereto.
                  [(E) Equitable treatment of similarly 
                situated creditors.--The Corporation shall 
                treat all creditors of a covered financial 
                company that are similarly situated under 
                subsection (b)(1), in a similar manner in 
                exercising the authority of the Corporation 
                under this subsection to transfer any assets or 
                liabilities of the covered financial company to 
                one or more bridge financial companies 
                established with respect to such covered 
                financial company, except that the Corporation 
                may take any action (including making payments, 
                subject to subsection (o)(1)(D)(i)) that does 
                not comply with this subparagraph, if--
                          [(i) the Corporation determines that 
                        such action is necessary--
                                  [(I) to maximize the value of 
                                the assets of the covered 
                                financial company;
                                  [(II) to maximize the present 
                                value return from the sale or 
                                other disposition of the assets 
                                of the covered financial 
                                company; or
                                  [(III) to minimize the amount 
                                of any loss realized upon the 
                                sale or other disposition of 
                                the assets of the covered 
                                financial company; and
                          [(ii) all creditors that are 
                        similarly situated under subsection 
                        (b)(1) receive not less than the amount 
                        provided under paragraphs (2) and (3) 
                        of subsection (d).
                  [(F) Limitation on transfer of liabilities.--
                Notwithstanding any other provision of law, the 
                aggregate amount of liabilities of a covered 
                financial company that are transferred to, or 
                assumed by, a bridge financial company from a 
                covered financial company may not exceed the 
                aggregate amount of the assets of the covered 
                financial company that are transferred to, or 
                purchased by, the bridge financial company from 
                the covered financial company.
          [(6) Stay of judicial action.--Any judicial action to 
        which a bridge financial company becomes a party by 
        virtue of its acquisition of any assets or assumption 
        of any liabilities of a covered financial company shall 
        be stayed from further proceedings for a period of not 
        longer than 45 days (or such longer period as may be 
        agreed to upon the consent of all parties) at the 
        request of the bridge financial company.
          [(7) Agreements against interest of the bridge 
        financial company.--No agreement that tends to diminish 
        or defeat the interest of the bridge financial company 
        in any asset of a covered financial company acquired by 
        the bridge financial company shall be valid against the 
        bridge financial company, unless such agreement--
                  [(A) is in writing;
                  [(B) was executed by an authorized officer or 
                representative of the covered financial company 
                or confirmed in the ordinary course of business 
                by the covered financial company; and
                  [(C) has been on the official record of the 
                company, since the time of its execution, or 
                with which, the party claiming under the 
                agreement provides documentation of such 
                agreement and its authorized execution or 
                confirmation by the covered financial company 
                that is acceptable to the receiver.
          [(8) No federal status.--
                  [(A) Agency status.--A bridge financial 
                company is not an agency, establishment, or 
                instrumentality of the United States.
                  [(B) Employee status.--Representatives for 
                purposes of paragraph (1)(B), directors, 
                officers, employees, or agents of a bridge 
                financial company are not, 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)(B), director, 
                officer, employee, or agent of a bridge 
                financial company 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 financial company 
                        in addition to such salary or benefits 
                        as are obtained through employment with 
                        the Corporation or such Federal 
                        instrumentality.
          [(9) Funding authorized.--The Corporation may, 
        subject to the plan described in subsection (n)(9), 
        provide funding to facilitate any transaction described 
        in subparagraph (A), (B), (C), or (D) of paragraph (13) 
        with respect to any bridge financial company, or 
        facilitate the acquisition by a bridge financial 
        company of any assets, or the assumption of any 
        liabilities, of a covered financial company for which 
        the Corporation has been appointed receiver.
          [(10) Exempt tax status.--Notwithstanding any other 
        provision of Federal or State law, a bridge financial 
        company, its franchise, property, and income shall be 
        exempt from all taxation now or hereafter imposed by 
        the United States, by any territory, dependency, or 
        possession thereof, or by any State, county, 
        municipality, or local taxing authority.
          [(11) Federal agency approval; antitrust review.--If 
        a transaction involving the merger or sale of a bridge 
        financial company requires approval by a Federal 
        agency, the transaction may not be consummated before 
        the 5th calendar day after the date of approval by the 
        Federal agency responsible for such approval with 
        respect thereto. If, in connection with any such 
        approval a report on competitive factors from the 
        Attorney General is required, the Federal agency 
        responsible for such approval shall promptly notify the 
        Attorney General of the proposed transaction and the 
        Attorney General shall provide the required report 
        within 10 days of the request. If a notification is 
        required under section 7A of the Clayton Act with 
        respect to such transaction, the required waiting 
        period shall end on the 15th day after the date on 
        which the Attorney General and the Federal Trade 
        Commission receive such notification, unless the 
        waiting period is terminated earlier under section 
        7A(b)(2) of the Clayton Act, or extended under section 
        7A(e)(2) of that Act.
          [(12) Duration of bridge financial company.--Subject 
        to paragraphs (13) and (14), the status of a bridge 
        financial company as such shall terminate at the end of 
        the 2-year period following the date on which it was 
        granted a charter. The Corporation may, in its 
        discretion, extend the status of the bridge financial 
        company as such for no more than 3 additional 1-year 
        periods.
          [(13) Termination of bridge financial company 
        status.--The status of any bridge financial company as 
        such shall terminate upon the earliest of--
                  [(A) the date of the merger or consolidation 
                of the bridge financial company with a company 
                that is not a bridge financial company;
                  [(B) at the election of the Corporation, the 
                sale of a majority of the capital stock of the 
                bridge financial company to a company other 
                than the Corporation and other than another 
                bridge financial company;
                  [(C) the sale of 80 percent, or more, of the 
                capital stock of the bridge financial company 
                to a person other than the Corporation and 
                other than another bridge financial company;
                  [(D) at the election of the Corporation, 
                either the assumption of all or substantially 
                all of the liabilities of the bridge financial 
                company by a company that is not a bridge 
                financial company, or the acquisition of all or 
                substantially all of the assets of the bridge 
                financial company by a company that is not a 
                bridge financial company, or other entity as 
                permitted under applicable law; and
                  [(E) the expiration of the period provided in 
                paragraph (12), or the earlier dissolution of 
                the bridge financial company, as provided in 
                paragraph (15).
          [(14) Effect of termination events.--
                  [(A) Merger or consolidation.--A merger or 
                consolidation, described in paragraph (13)(A) 
                shall be conducted in accordance with, and 
                shall have the effect provided in, the 
                provisions of applicable law. For the purpose 
                of effecting such a merger or consolidation, 
                the bridge financial company shall be treated 
                as a corporation organized under the laws of 
                the State of Delaware (unless the law of 
                another State has been selected by the bridge 
                financial company in accordance with paragraph 
                (2)(F)), and the Corporation shall be treated 
                as the sole shareholder thereof, 
                notwithstanding any other provision of State or 
                Federal law.
                  [(B) Charter conversion.--Following the sale 
                of a majority of the capital stock of the 
                bridge financial company, as provided in 
                paragraph (13)(B), the Corporation may amend 
                the charter of the bridge financial company to 
                reflect the termination of the status of the 
                bridge financial company as such, whereupon the 
                company shall have all of the rights, powers, 
                and privileges under its constituent documents 
                and applicable Federal or State law. In 
                connection therewith, the Corporation may take 
                such steps as may be necessary or convenient to 
                reincorporate the bridge financial company 
                under the laws of a State and, notwithstanding 
                any provisions of Federal or State law, such 
                State-chartered corporation shall be deemed to 
                succeed by operation of law to such rights, 
                titles, powers, and interests of the bridge 
                financial company as the Corporation may 
                provide, with the same effect as if the bridge 
                financial company had merged with the State-
                chartered corporation under provisions of the 
                corporate laws of such State.
                  [(C) Sale of stock.--Following the sale of 80 
                percent or more of the capital stock of a 
                bridge financial company, as provided in 
                paragraph (13)(C), the company shall have all 
                of the rights, powers, and privileges under its 
                constituent documents and applicable Federal or 
                State law. In connection therewith, the 
                Corporation may take such steps as may be 
                necessary or convenient to reincorporate the 
                bridge financial company under the laws of a 
                State and, notwithstanding any provisions of 
                Federal or State law, the State-chartered 
                corporation shall be deemed to succeed by 
                operation of law to such rights, titles, powers 
                and interests of the bridge financial company 
                as the Corporation may provide, with the same 
                effect as if the bridge financial company had 
                merged with the State-chartered corporation 
                under provisions of the corporate laws of such 
                State.
                  [(D) Assumption of liabilities and sale of 
                assets.--Following the assumption of all or 
                substantially all of the liabilities of the 
                bridge financial company, or the sale of all or 
                substantially all of the assets of the bridge 
                financial company, as provided in paragraph 
                (13)(D), at the election of the Corporation, 
                the bridge financial company may retain its 
                status as such for the period provided in 
                paragraph (12) or may be dissolved at the 
                election of the Corporation.
                  [(E) Amendments to charter.--Following the 
                consummation of a transaction described in 
                subparagraph (A), (B), (C), or (D) of paragraph 
                (13), the charter of the resulting company 
                shall be amended to reflect the termination of 
                bridge financial company status, if 
                appropriate.
          [(15) Dissolution of bridge financial company.--
                  [(A) In general.--Notwithstanding any other 
                provision of Federal or State law, if the 
                status of a bridge financial company as such 
                has not previously been terminated by the 
                occurrence of an event specified in 
                subparagraph (A), (B), (C), or (D) of paragraph 
                (13)--
                          [(i) the Corporation may, in its 
                        discretion, dissolve the bridge 
                        financial company in accordance with 
                        this paragraph at any time; and
                          [(ii) the Corporation shall promptly 
                        commence dissolution proceedings in 
                        accordance with this paragraph upon the 
                        expiration of the 2-year period 
                        following the date on which the bridge 
                        financial company was chartered, or any 
                        extension thereof, as provided in 
                        paragraph (12).
                  [(B) Procedures.--The Corporation shall 
                remain the receiver for a bridge financial 
                company for the purpose of dissolving the 
                bridge financial company. The Corporation as 
                receiver for a bridge financial company shall 
                wind up the affairs of the bridge financial 
                company in conformity with the provisions of 
                law relating to the liquidation of covered 
                financial companies under this title. With 
                respect to any such bridge financial company, 
                the Corporation as 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 the Corporation as receiver for a 
                covered financial company under this title 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.
          [(16) Authority to obtain credit.--
                  [(A) In general.--A bridge financial company 
                may obtain unsecured credit and issue unsecured 
                debt.
                  [(B) Inability to obtain credit.--If a bridge 
                financial company is unable to obtain unsecured 
                credit or issue unsecured debt, the Corporation 
                may authorize the obtaining of credit or the 
                issuance of debt by the bridge financial 
                company--
                          [(i) with priority over any or all of 
                        the obligations of the bridge financial 
                        company;
                          [(ii) secured by a lien on property 
                        of the bridge financial company that is 
                        not otherwise subject to a lien; or
                          [(iii) secured by a junior lien on 
                        property of the bridge financial 
                        company that is subject to a lien.
                  [(C) Limitations.--
                          [(i) In general.--The Corporation, 
                        after notice and a hearing, may 
                        authorize the obtaining of credit or 
                        the issuance of debt by a bridge 
                        financial company that is secured by a 
                        senior or equal lien on property of the 
                        bridge financial company that is 
                        subject to a lien, only if--
                                  [(I) the bridge financial 
                                company is unable to otherwise 
                                obtain such credit or issue 
                                such debt; and
                                  [(II) there is adequate 
                                protection of the interest of 
                                the holder of the lien on the 
                                property with respect to which 
                                such senior or equal lien is 
                                proposed to be granted.
                          [(ii) Hearing.--The hearing required 
                        pursuant to this subparagraph shall be 
                        before a court of the United States, 
                        which shall have jurisdiction to 
                        conduct such hearing and to authorize a 
                        bridge financial company to obtain 
                        secured credit under clause (i).
                  [(D) Burden of proof.--In any hearing under 
                this paragraph, the Corporation has the burden 
                of proof on the issue of adequate protection.
                  [(E) Qualified financial contracts.--No 
                credit or debt obtained or issued by a bridge 
                financial company may contain terms that impair 
                the rights of a counterparty to a qualified 
                financial contract upon a default by the bridge 
                financial company, other than the priority of 
                such counterparty's unsecured claim (after the 
                exercise of rights) relative to the priority of 
                the bridge financial company's obligations in 
                respect of such credit or debt, unless such 
                counterparty consents in writing to any such 
                impairment.
          [(17) Effect on debts and liens.--The reversal or 
        modification on appeal of an authorization under this 
        subsection to obtain credit or issue debt, or of a 
        grant under this section of a priority or a lien, does 
        not affect the validity of any debt so issued, or any 
        priority or lien so granted, to an entity that extended 
        such credit in good faith, whether or not such entity 
        knew of the pendency of the appeal, unless such 
        authorization and the issuance of such debt, or the 
        granting of such priority or lien, were stayed pending 
        appeal.
  [(i) Sharing Records.--If the Corporation has been appointed 
as receiver for a covered financial company, other Federal 
regulators shall make all records relating to the covered 
financial company available to the Corporation, which may be 
used by the Corporation in any manner that the Corporation 
determines to be appropriate.
  [(j) 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 director, officer, employee, agent, attorney, 
        accountant, or appraiser of the covered financial 
        company, or any other person employed by or providing 
        services to a covered financial company, 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.--The court shall expedite the 
        consideration of any case brought by the Corporation 
        against a director, officer, employee, agent, attorney, 
        accountant, or appraiser of a covered financial company 
        or any other person employed by or providing services 
        to a covered financial company. 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.
  [(k) Foreign Investigations.--The Corporation, as receiver 
for any covered financial company, and for purposes of carrying 
out any power, authority, or duty with respect to a covered 
financial company--
          [(1) may request the assistance of any foreign 
        financial authority and provide assistance to any 
        foreign financial authority in accordance with section 
        8(v) of the Federal Deposit Insurance Act, as if the 
        covered financial company were an insured depository 
        institution, the Corporation were the appropriate 
        Federal banking agency for the company, and any foreign 
        financial authority were the foreign banking authority; 
        and
          [(2) may maintain an office to coordinate foreign 
        investigations or investigations on behalf of foreign 
        financial authorities.
  [(l) 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 receiver for a 
covered financial company.
  [(m) Liquidation of Certain Covered Financial Companies or 
Bridge Financial Companies.--
          [(1) In general.--Except as specifically provided in 
        this section, and notwithstanding any other provision 
        of law, the Corporation, in connection with the 
        liquidation of any covered financial company or bridge 
        financial company with respect to which the Corporation 
        has been appointed as receiver, shall--
                  [(A) in the case of any covered financial 
                company or bridge financial company that is a 
                stockbroker, but is not a member of the 
                Securities Investor Protection Corporation, 
                apply the provisions of subchapter III of 
                chapter 7 of the Bankruptcy Code, in respect of 
                the distribution to any customer of all 
                customer name security and customer property 
                and member property, as if such covered 
                financial company or bridge financial company 
                were a debtor for purposes of such subchapter; 
                or
                  [(B) in the case of any covered financial 
                company or bridge financial company that is a 
                commodity broker, apply the provisions of 
                subchapter IV of chapter 7 the Bankruptcy Code, 
                in respect of the distribution to any customer 
                of all customer property and member property, 
                as if such covered financial company or bridge 
                financial company were a debtor for purposes of 
                such subchapter.
          [(2) Definitions.--For purposes of this subsection--
                  [(A) the terms ``customer'', ``customer name 
                security'', and ``customer property and member 
                property'' have the same meanings as in 
                sections 741 and 761 of title 11, United States 
                Code; and
                  [(B) the terms ``commodity broker'' and 
                ``stockbroker'' have the same meanings as in 
                section 101 of the Bankruptcy Code.
  [(n) Orderly Liquidation Fund.--
          [(1) Establishment.--There is established in the 
        Treasury of the United States a separate fund to be 
        known as the ``Orderly Liquidation Fund'', which shall 
        be available to the Corporation to carry out the 
        authorities contained in this title, for the cost of 
        actions authorized by this title, including the orderly 
        liquidation of covered financial companies, payment of 
        administrative expenses, the payment of principal and 
        interest by the Corporation on obligations issued under 
        paragraph (5), and the exercise of the authorities of 
        the Corporation under this title.
          [(2) Proceeds.--Amounts received by the Corporation, 
        including assessments received under subsection (o), 
        proceeds of obligations issued under paragraph (5), 
        interest and other earnings from investments, and 
        repayments to the Corporation by covered financial 
        companies, shall be deposited into the Fund.
          [(3) Management.--The Corporation shall manage the 
        Fund in accordance with this subsection and the 
        policies and procedures established under section 
        203(d).
          [(4) Investments.--At the request of the Corporation, 
        the Secretary may invest such portion of amounts held 
        in the Fund that are not, in the judgment of the 
        Corporation, required to meet the current needs of the 
        Corporation, in obligations of the United States having 
        suitable maturities, as determined by the Corporation. 
        The interest on and the proceeds from the sale or 
        redemption of such obligations shall be credited to the 
        Fund.
          [(5) Authority to issue obligations.--
                  [(A) Corporation authorized to issue 
                obligations.--Upon appointment by the Secretary 
                of the Corporation as receiver for a covered 
                financial company, the Corporation is 
                authorized to issue obligations to the 
                Secretary.
                  [(B) Secretary authorized to purchase 
                obligations.--The Secretary may, under such 
                terms and conditions as the Secretary may 
                require, purchase or agree to purchase any 
                obligations issued under subparagraph (A), and 
                for such purpose, the Secretary is authorized 
                to use as a public debt transaction the 
                proceeds of the sale of any securities issued 
                under chapter 31 of title 31, United States 
                Code, and the purposes for which securities may 
                be issued under chapter 31 of title 31, United 
                States Code, are extended to include such 
                purchases.
                  [(C) Interest rate.--Each purchase of 
                obligations by the Secretary under this 
                paragraph shall be upon such terms and 
                conditions as to yield a return at a rate 
                determined by the Secretary, taking into 
                consideration the current average yield on 
                outstanding marketable obligations of the 
                United States of comparable maturity, plus an 
                interest rate surcharge to be determined by the 
                Secretary, which shall be greater than the 
                difference between--
                          [(i) the current average rate on an 
                        index of corporate obligations of 
                        comparable maturity; and
                          [(ii) the current average rate on 
                        outstanding marketable obligations of 
                        the United States of comparable 
                        maturity.
                  [(D) Secretary authorized to sell 
                obligations.--The Secretary may sell, upon such 
                terms and conditions as the Secretary shall 
                determine, any of the obligations acquired 
                under this paragraph.
                  [(E) Public debt transactions.--All purchases 
                and sales by the Secretary of such obligations 
                under this paragraph shall be treated as public 
                debt transactions of the United States, and the 
                proceeds from the sale of any obligations 
                acquired by the Secretary under this paragraph 
                shall be deposited into the Treasury of the 
                United States as miscellaneous receipts.
          [(6) Maximum obligation limitation.--The Corporation 
        may not, in connection with the orderly liquidation of 
        a covered financial company, issue or incur any 
        obligation, if, after issuing or incurring the 
        obligation, the aggregate amount of such obligations 
        outstanding under this subsection for each covered 
        financial company would exceed--
                  [(A) an amount that is equal to 10 percent of 
                the total consolidated assets of the covered 
                financial company, based on the most recent 
                financial statement available, during the 30-
                day period immediately following the date of 
                appointment of the Corporation as receiver (or 
                a shorter time period if the Corporation has 
                calculated the amount described under 
                subparagraph (B)); and
                  [(B) the amount that is equal to 90 percent 
                of the fair value of the total consolidated 
                assets of each covered financial company that 
                are available for repayment, after the time 
                period described in subparagraph (A).
          [(7) Rulemaking.--The Corporation and the Secretary 
        shall jointly, in consultation with the Council, 
        prescribe regulations governing the calculation of the 
        maximum obligation limitation defined in this 
        paragraph.
          [(8) Rule of construction.--
                  [(A) In general.--Nothing in this section 
                shall be construed to affect the authority of 
                the Corporation under subsection (a) or (b) of 
                section 14 or section 15(c)(5) of the Federal 
                Deposit Insurance Act (12 U.S.C. 1824, 
                1825(c)(5)), the management of the Deposit 
                Insurance Fund by the Corporation, or the 
                resolution of insured depository institutions, 
                provided that--
                          [(i) the authorities of the 
                        Corporation contained in this title 
                        shall not be used to assist the Deposit 
                        Insurance Fund or to assist any 
                        financial company under applicable law 
                        other than this Act;
                          [(ii) the authorities of the 
                        Corporation relating to the Deposit 
                        Insurance Fund, or any other 
                        responsibilities of the Corporation 
                        under applicable law other than this 
                        title, shall not be used to assist a 
                        covered financial company pursuant to 
                        this title; and
                          [(iii) the Deposit Insurance Fund may 
                        not be used in any manner to otherwise 
                        circumvent the purposes of this title.
                  [(B) Valuation.--For purposes of determining 
                the amount of obligations under this 
                subsection--
                          [(i) the Corporation shall include as 
                        an obligation any contingent liability 
                        of the Corporation pursuant to this 
                        title; and
                          [(ii) the Corporation shall value any 
                        contingent liability at its expected 
                        cost to the Corporation.
          [(9) Orderly liquidation and repayment plans.--
                  [(A) Orderly liquidation plan.--Amounts in 
                the Fund shall be available to the Corporation 
                with regard to a covered financial company for 
                which the Corporation is appointed receiver 
                after the Corporation has developed an orderly 
                liquidation plan that is acceptable to the 
                Secretary with regard to such covered financial 
                company, including the provision and use of 
                funds, including taking any actions specified 
                under section 204(d) and subsection 
                (h)(2)(G)(iv) and (h)(9) of this section, and 
                payments to third parties. The orderly 
                liquidation plan shall take into account 
                actions to avoid or mitigate potential adverse 
                effects on low income, minority, or underserved 
                communities affected by the failure of the 
                covered financial company, and shall provide 
                for coordination with the primary financial 
                regulatory agencies, as appropriate, to ensure 
                that such actions are taken. The Corporation 
                may, at any time, amend any orderly liquidation 
                plan approved by the Secretary with the 
                concurrence of the Secretary.
                  [(B) Mandatory repayment plan.--
                          [(i) In general.--No amount 
                        authorized under paragraph (6)(B) may 
                        be provided by the Secretary to the 
                        Corporation under paragraph (5), unless 
                        an agreement is in effect between the 
                        Secretary and the Corporation that--
                                  [(I) provides a specific plan 
                                and schedule to achieve the 
                                repayment of the outstanding 
                                amount of any borrowing under 
                                paragraph (5); and
                                  [(II) demonstrates that 
                                income to the Corporation from 
                                the liquidated assets of the 
                                covered financial company and 
                                assessments under subsection 
                                (o) will be sufficient to 
                                amortize the outstanding 
                                balance within the period 
                                established in the repayment 
                                schedule and pay the interest 
                                accruing on such balance within 
                                the time provided in subsection 
                                (o)(1)(B).
                          [(ii) Consultation with and report to 
                        congress.--The Secretary and the 
                        Corporation shall--
                                  [(I) consult with the 
                                Committee on Banking, Housing, 
                                and Urban Affairs of the Senate 
                                and the Committee on Financial 
                                Services of the House of 
                                Representatives on the terms of 
                                any repayment schedule 
                                agreement; and
                                  [(II) submit a copy of the 
                                repayment schedule agreement to 
                                the Committees described in 
                                subclause (I) before the end of 
                                the 30-day period beginning on 
                                the date on which any amount is 
                                provided by the Secretary to 
                                the Corporation under paragraph 
                                (5).
          [(10) Implementation expenses.--
                  [(A) In general.--Reasonable implementation 
                expenses of the Corporation incurred after the 
                date of enactment of this Act shall be treated 
                as expenses of the Council.
                  [(B) Requests for reimbursement.--The 
                Corporation shall periodically submit a request 
                for reimbursement for implementation expenses 
                to the Chairperson of the Council, who shall 
                arrange for prompt reimbursement to the 
                Corporation of reasonable implementation 
                expenses.
                  [(C) Definition.--As used in this paragraph, 
                the term ``implementation expenses''--
                          [(i) means costs incurred by the 
                        Corporation beginning on the date of 
                        enactment of this Act, as part of its 
                        efforts to implement this title that do 
                        not relate to a particular covered 
                        financial company; and
                          [(ii) includes the costs incurred in 
                        connection with the development of 
                        policies, procedures, rules, and 
                        regulations and other planning 
                        activities of the Corporation 
                        consistent with carrying out this 
                        title.
  [(o) Assessments.--
          [(1) Risk-based assessments.--
                  [(A) Eligible financial companies defined.--
                For purposes of this subsection, the term 
                ``eligible financial company'' means any bank 
                holding company with total consolidated assets 
                equal to or greater than $50,000,000,000 and 
                any nonbank financial company supervised by the 
                Board of Governors.
                  [(B) Assessments.--The Corporation shall 
                charge one or more risk-based assessments in 
                accordance with the provisions of subparagraph 
                (D), if such assessments are necessary to pay 
                in full the obligations issued by the 
                Corporation to the Secretary under this title 
                within 60 months of the date of issuance of 
                such obligations.
                  [(C) Extensions authorized.--The Corporation 
                may, with the approval of the Secretary, extend 
                the time period under subparagraph (B), if the 
                Corporation determines that an extension is 
                necessary to avoid a serious adverse effect on 
                the financial system of the United States.
                  [(D) Application of assessments.--To meet the 
                requirements of subparagraph (B), the 
                Corporation shall--
                          [(i) impose assessments, as soon as 
                        practicable, on any claimant that 
                        received additional payments or amounts 
                        from the Corporation pursuant to 
                        subsection (b)(4), (d)(4), or 
                        (h)(5)(E), except for payments or 
                        amounts necessary to initiate and 
                        continue operations essential to 
                        implementation of the receivership or 
                        any bridge financial company, to 
                        recover on a cumulative basis, the 
                        entire difference between--
                                  [(I) the aggregate value the 
                                claimant received from the 
                                Corporation on a claim pursuant 
                                to this title (including 
                                pursuant to subsection (b)(4), 
                                (d)(4), and (h)(5)(E)), as of 
                                the date on which such value 
                                was received; and
                                  [(II) the value the claimant 
                                was entitled to receive from 
                                the Corporation on such claim 
                                solely from the proceeds of the 
                                liquidation of the covered 
                                financial company under this 
                                title; and
                          [(ii) if the amounts to be recovered 
                        on a cumulative basis under clause (i) 
                        are insufficient to meet the 
                        requirements of subparagraph (B), after 
                        taking into account the considerations 
                        set forth in paragraph (4), impose 
                        assessments on--
                                  [(I) eligible financial 
                                companies; and
                                  [(II) financial companies 
                                with total consolidated assets 
                                equal to or greater than 
                                $50,000,000,000 that are not 
                                eligible financial companies.
                  [(E) Provision of financing.--Payments or 
                amounts necessary to initiate and continue 
                operations essential to implementation of the 
                receivership or any bridge financial company 
                described in subparagraph (D)(i) shall not 
                include the provision of financing, as defined 
                by rule of the Corporation, to third parties.
          [(2) Graduated assessment rate.--The Corporation 
        shall impose assessments on a graduated basis, with 
        financial companies having greater assets and risk 
        being assessed at a higher rate.
          [(3) Notification and payment.--The Corporation shall 
        notify each financial company of that company's 
        assessment under this subsection. Any financial company 
        subject to assessment under this subsection shall pay 
        such assessment in accordance with the regulations 
        prescribed pursuant to paragraph (6).
          [(4) Risk-based assessment considerations.--In 
        imposing assessments under paragraph (1)(D)(ii), the 
        Corporation shall use a risk matrix. The Council shall 
        make a recommendation to the Corporation on the risk 
        matrix to be used in imposing such assessments, and the 
        Corporation shall take into account any such 
        recommendation in the establishment of the risk matrix 
        to be used to impose such assessments. In recommending 
        or establishing such risk matrix, the Council and the 
        Corporation, respectively, shall take into account--
                  [(A) economic conditions generally affecting 
                financial companies so as to allow assessments 
                to increase during more favorable economic 
                conditions and to decrease during less 
                favorable economic conditions;
                  [(B) any assessments imposed on a financial 
                company or an affiliate of a financial company 
                that--
                          [(i) is an insured depository 
                        institution, assessed pursuant to 
                        section 7 or 13(c)(4)(G) of the Federal 
                        Deposit Insurance Act;
                          [(ii) is a member of the Securities 
                        Investor Protection Corporation, 
                        assessed pursuant to section 4 of the 
                        Securities Investor Protection Act of 
                        1970 (15 U.S.C. 78ddd);
                          [(iii) is an insured credit union, 
                        assessed pursuant to section 
                        202(c)(1)(A)(i) of the Federal Credit 
                        Union Act (12 U.S.C. 1782(c)(1)(A)(i)); 
                        or
                          [(iv) is an insurance company, 
                        assessed pursuant to applicable State 
                        law to cover (or reimburse payments 
                        made to cover) the costs of the 
                        rehabilitation, liquidation, or other 
                        State insolvency proceeding with 
                        respect to 1 or more insurance 
                        companies;
                  [(C) the risks presented by the financial 
                company to the financial system and the extent 
                to which the financial company has benefitted, 
                or likely would benefit, from the orderly 
                liquidation of a financial company under this 
                title, including--
                          [(i) the amount, different 
                        categories, and concentrations of 
                        assets of the financial company and its 
                        affiliates, including both on-balance 
                        sheet and off-balance sheet assets;
                          [(ii) the activities of the financial 
                        company and its affiliates;
                          [(iii) the relevant market share of 
                        the financial company and its 
                        affiliates;
                          [(iv) the extent to which the 
                        financial company is leveraged;
                          [(v) the potential exposure to sudden 
                        calls on liquidity precipitated by 
                        economic distress;
                          [(vi) the amount, maturity, 
                        volatility, and stability of the 
                        company's financial obligations to, and 
                        relationship with, other financial 
                        companies;
                          [(vii) the amount, maturity, 
                        volatility, and stability of the 
                        liabilities of the company, including 
                        the degree of reliance on short-term 
                        funding, taking into consideration 
                        existing systems for measuring a 
                        company's risk-based capital;
                          [(viii) the stability and variety of 
                        the company's sources of funding;
                          [(ix) the company's importance as a 
                        source of credit for households, 
                        businesses, and State and local 
                        governments and as a source of 
                        liquidity for the financial system;
                          [(x) the extent to which assets are 
                        simply managed and not owned by the 
                        financial company and the extent to 
                        which ownership of assets under 
                        management is diffuse; and
                          [(xi) the amount, different 
                        categories, and concentrations of 
                        liabilities, both insured and 
                        uninsured, contingent and 
                        noncontingent, including both on-
                        balance sheet and off-balance sheet 
                        liabilities, of the financial company 
                        and its affiliates;
                  [(D) any risks presented by the financial 
                company during the 10-year period immediately 
                prior to the appointment of the Corporation as 
                receiver for the covered financial company that 
                contributed to the failure of the covered 
                financial company; and
                  [(E) such other risk-related factors as the 
                Corporation, or the Council, as applicable, may 
                determine to be appropriate.
          [(5) Collection of information.--The Corporation may 
        impose on covered financial companies such collection 
        of information requirements as the Corporation deems 
        necessary to carry out this subsection after the 
        appointment of the Corporation as receiver under this 
        title.
          [(6) Rulemaking.--
                  [(A) In general.--The Corporation shall 
                prescribe regulations to carry out this 
                subsection. The Corporation shall consult with 
                the Secretary in the development and 
                finalization of such regulations.
                  [(B) Equitable treatment.--The regulations 
                prescribed under subparagraph (A) shall take 
                into account the differences in risks posed to 
                the financial stability of the United States by 
                financial companies, the differences in the 
                liability structures of financial companies, 
                and the different bases for other assessments 
                that such financial companies may be required 
                to pay, to ensure that assessed financial 
                companies are treated equitably and that 
                assessments under this subsection reflect such 
                differences.
  [(p) Unenforceability of Certain Agreements.--
          [(1) In general.--No provision described in paragraph 
        (2) shall be enforceable against or impose any 
        liability on any person, as such enforcement or 
        liability shall be contrary to public policy.
          [(2) Prohibited provisions.--A provision described in 
        this paragraph is any term contained in any existing or 
        future standstill, confidentiality, or other agreement 
        that, directly or indirectly--
                  [(A) affects, restricts, or limits the 
                ability of any person to offer to acquire or 
                acquire;
                  [(B) prohibits any person from offering to 
                acquire or acquiring; or
                  [(C) prohibits any person from using any 
                previously disclosed information in connection 
                with any such offer to acquire or acquisition 
                of,
        all or part of any covered financial company, including 
        any liabilities, assets, or interest therein, in 
        connection with any transaction in which the 
        Corporation exercises its authority under this title.
  [(q) Other Exemptions.--
          [(1) In general.--When acting as a receiver under 
        this title--
                  [(A) the Corporation, including its 
                franchise, its capital, reserves and surplus, 
                and its income, shall be exempt from all 
                taxation imposed by any State, county, 
                municipality, or local taxing authority, except 
                that any real property of the Corporation shall 
                be subject to State, territorial, county, 
                municipal, or local taxation to the same extent 
                according to its value as other real property 
                is taxed, except that, notwithstanding the 
                failure of any person to challenge an 
                assessment under State law of the value of such 
                property, such value, and the tax thereon, 
                shall be determined as of the period for which 
                such tax is imposed;
                  [(B) no property of the Corporation shall be 
                subject to levy, attachment, garnishment, 
                foreclosure, or sale without the consent of the 
                Corporation, nor shall any involuntary lien 
                attach to the property of the Corporation; and
                  [(C) the Corporation shall not be liable for 
                any amounts in the nature of penalties or 
                fines, including those arising from the failure 
                of any person to pay any real property, 
                personal property, probate, or recording tax or 
                any recording or filing fees when due; and
                  [(D) the Corporation shall be exempt from all 
                prosecution by the United States or any State, 
                county, municipality, or local authority for 
                any criminal offense arising under Federal, 
                State, county, municipal, or local law, which 
                was allegedly committed by the covered 
                financial company, or persons acting on behalf 
                of the covered financial company, prior to the 
                appointment of the Corporation as receiver.
          [(2) Limitation.--Paragraph (1) shall not apply with 
        respect to any tax imposed (or other amount arising) 
        under the Internal Revenue Code of 1986.
  [(r) Certain Sales of Assets Prohibited.--
          [(1) Persons who engaged in improper conduct with, or 
        caused losses to, covered financial companies.--The 
        Corporation shall prescribe regulations which, at a 
        minimum, shall prohibit the sale of assets of a covered 
        financial company 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 exceeds 
                        $1,000,000, to such covered financial 
                        company;
                          [(ii) has been found to have engaged 
                        in fraudulent activity in connection 
                        with any obligation referred to in 
                        clause (i); and
                          [(iii) 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 covered financial company;
                  [(B) any person who participated, as an 
                officer or director of such covered financial 
                company or of any affiliate of such company, in 
                a material way in any transaction that resulted 
                in a substantial loss to such covered financial 
                company; or
                  [(C) any person who has demonstrated a 
                pattern or practice of defalcation regarding 
                obligations to such covered financial company.
          [(2) Convicted debtors.--Except as provided in 
        paragraph (3), a person may not purchase any asset of 
        such institution from the receiver, if that person--
                  [(A) 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 covered 
                financial company; and
                  [(B) is in default on any loan or other 
                extension of credit from such covered financial 
                company which, if not paid, will cause 
                substantial loss to the Fund or the 
                Corporation.
          [(3) Settlement of claims.--Paragraphs (1) and (2) 
        shall not apply to the sale or transfer by the 
        Corporation of any asset of any covered financial 
        company to any person, if the sale or transfer of the 
        asset resolves or settles, or is part of the resolution 
        or settlement, of 1 or more claims that have been, or 
        could have been, asserted by the Corporation against 
        the person.
          [(4) Definition of default.--For purposes of this 
        subsection, the term ``default'' means a failure to 
        comply with the terms of a loan or other obligation to 
        such an extent that the property securing the 
        obligation is foreclosed upon.
  [(s) Recoupment of Compensation From Senior Executives and 
Directors.--
          [(1) In general.--The Corporation, as receiver of a 
        covered financial company, may recover from any current 
        or former senior executive or director substantially 
        responsible for the failed condition of the covered 
        financial company any compensation received during the 
        2-year period preceding the date on which the 
        Corporation was appointed as the receiver of the 
        covered financial company, except that, in the case of 
        fraud, no time limit shall apply.
          [(2) Cost considerations.--In seeking to recover any 
        such compensation, the Corporation shall weigh the 
        financial and deterrent benefits of such recovery 
        against the cost of executing the recovery.
          [(3) Rulemaking.--The Corporation shall promulgate 
        regulations to implement the requirements of this 
        subsection, including defining the term 
        ``compensation'' to mean any financial remuneration, 
        including salary, bonuses, incentives, benefits, 
        severance, deferred compensation, or golden parachute 
        benefits, and any profits realized from the sale of the 
        securities of the covered financial company.

[SEC. 211. MISCELLANEOUS PROVISIONS.

  [(a) Clarification of Prohibition Regarding Concealment of 
Assets From Receiver or Liquidating Agent.--Section 1032(1) of 
title 18, United States Code, is amended by inserting ``the 
Federal Deposit Insurance Corporation acting as receiver for a 
covered financial company, in accordance with title II of the 
Dodd-Frank Wall Street Reform and Consumer Protection Act,'' 
before ``or the National Credit''.
  [(b) Conforming Amendment.--Section 1032 of title 18, United 
States Code, is amended in the section heading, by striking 
``of financial institution''.
  [(c) Federal Deposit Insurance Corporation Improvement Act of 
1991.--Section 403(a) of the Federal Deposit Insurance 
Corporation Improvement Act of 1991 (12 U.S.C. 4403(a)) is 
amended by inserting ``section 210(c) of the Dodd-Frank Wall 
Street Reform and Consumer Protection Act, section 1367 of the 
Federal Housing Enterprises Financial Safety and Soundness Act 
of 1992 (12 U.S.C. 4617(d)),'' after ``section 11(e) of the 
Federal Deposit Insurance Act,''.
  [(d) FDIC Inspector General Reviews.--
          [(1) Scope.--The Inspector General of the Corporation 
        shall conduct, supervise, and coordinate audits and 
        investigations of the liquidation of any covered 
        financial company by the Corporation as receiver under 
        this title, including collecting and summarizing--
                  [(A) a description of actions taken by the 
                Corporation as receiver;
                  [(B) a description of any material sales, 
                transfers, mergers, obligations, purchases, and 
                other material transactions entered into by the 
                Corporation;
                  [(C) an evaluation of the adequacy of the 
                policies and procedures of the Corporation 
                under section 203(d) and orderly liquidation 
                plan under section 210(n)(14);
                  [(D) an evaluation of the utilization by the 
                Corporation of the private sector in carrying 
                out its functions, including the adequacy of 
                any conflict-of-interest reviews; and
                  [(E) an evaluation of the overall performance 
                of the Corporation in liquidating the covered 
                financial company, including administrative 
                costs, timeliness of liquidation process, and 
                impact on the financial system.
          [(2) Frequency.--Not later than 6 months after the 
        date of appointment of the Corporation as receiver 
        under this title and every 6 months thereafter, the 
        Inspector General of the Corporation shall conduct the 
        audit and investigation described in paragraph (1).
          [(3) Reports and testimony.--The Inspector General of 
        the Corporation shall include in the semiannual reports 
        required by section 5(a) of the Inspector General Act 
        of 1978 (5 U.S.C. App.), a summary of the findings and 
        evaluations under paragraph (1), and shall appear 
        before the appropriate committees of Congress, if 
        requested, to present each such report.
          [(4) Funding.--
                  [(A) Initial funding.--The expenses of the 
                Inspector General of the Corporation in 
                carrying out this subsection shall be 
                considered administrative expenses of the 
                receivership.
                  [(B) Additional funding.--If the maximum 
                amount available to the Corporation as receiver 
                under this title is insufficient to enable the 
                Inspector General of the Corporation to carry 
                out the duties under this subsection, the 
                Corporation shall pay such additional amounts 
                from assessments imposed under section 210.
          [(5) Termination of responsibilities.--The duties and 
        responsibilities of the Inspector General of the 
        Corporation under this subsection shall terminate 1 
        year after the date of termination of the receivership 
        under this title.
  [(e) Treasury Inspector General Reviews.--
          [(1) Scope.--The Inspector General of the Department 
        of the Treasury shall conduct, supervise, and 
        coordinate audits and investigations of actions taken 
        by the Secretary related to the liquidation of any 
        covered financial company under this title, including 
        collecting and summarizing--
                  [(A) a description of actions taken by the 
                Secretary under this title;
                  [(B) an analysis of the approval by the 
                Secretary of the policies and procedures of the 
                Corporation under section 203 and acceptance of 
                the orderly liquidation plan of the Corporation 
                under section 210; and
                  [(C) an assessment of the terms and 
                conditions underlying the purchase by the 
                Secretary of obligations of the Corporation 
                under section 210.
          [(2) Frequency.--Not later than 6 months after the 
        date of appointment of the Corporation as receiver 
        under this title and every 6 months thereafter, the 
        Inspector General of the Department of the Treasury 
        shall conduct the audit and investigation described in 
        paragraph (1).
          [(3) Reports and testimony.--The Inspector General of 
        the Department of the Treasury shall include in the 
        semiannual reports required by section 5(a) of the 
        Inspector General Act of 1978 (5 U.S.C. App.), a 
        summary of the findings and assessments under paragraph 
        (1), and shall appear before the appropriate committees 
        of Congress, if requested, to present each such report.
          [(4) Termination of responsibilities.--The duties and 
        responsibilities of the Inspector General of the 
        Department of the Treasury under this subsection shall 
        terminate 1 year after the date on which the 
        obligations purchased by the Secretary from the 
        Corporation under section 210 are fully redeemed.
  [(f) Primary Financial Regulatory Agency Inspector General 
Reviews.--
          [(1) Scope.--Upon the appointment of the Corporation 
        as receiver for a covered financial company supervised 
        by a Federal primary financial regulatory agency or the 
        Board of Governors under section 165, the Inspector 
        General of the agency or the Board of Governors shall 
        make a written report reviewing the supervision by the 
        agency or the Board of Governors of the covered 
        financial company, which shall--
                  [(A) evaluate the effectiveness of the agency 
                or the Board of Governors in carrying out its 
                supervisory responsibilities with respect to 
                the covered financial company;
                  [(B) identify any acts or omissions on the 
                part of agency or Board of Governors officials 
                that contributed to the covered financial 
                company being in default or in danger of 
                default;
                  [(C) identify any actions that could have 
                been taken by the agency or the Board of 
                Governors that would have prevented the company 
                from being in default or in danger of default; 
                and
                  [(D) recommend appropriate administrative or 
                legislative action.
          [(2) Reports and testimony.--Not later than 1 year 
        after the date of appointment of the Corporation as 
        receiver under this title, the Inspector General of the 
        Federal primary financial regulatory agency or the 
        Board of Governors shall provide the report required by 
        paragraph (1) to such agency or the Board of Governors, 
        and along with such agency or the Board of Governors, 
        as applicable, shall appear before the appropriate 
        committees of Congress, if requested, to present the 
        report required by paragraph (1). Not later than 90 
        days after the date of receipt of the report required 
        by paragraph (1), such agency or the Board of 
        Governors, as applicable, shall provide a written 
        report to Congress describing any actions taken in 
        response to the recommendations in the report, and if 
        no such actions were taken, describing the reasons why 
        no actions were taken.

[SEC. 212. PROHIBITION OF CIRCUMVENTION AND PREVENTION OF CONFLICTS OF 
                    INTEREST.

  [(a) No Other Funding.--Funds for the orderly liquidation of 
any covered financial company under this title shall only be 
provided as specified under this title.
  [(b) Limit on Governmental Actions.--No governmental entity 
may take any action to circumvent the purposes of this title.
  [(c) Conflict of Interest.--In the event that the Corporation 
is appointed receiver for more than 1 covered financial company 
or is appointed receiver for a covered financial company and 
receiver for any insured depository institution that is an 
affiliate of such covered financial company, the Corporation 
shall take appropriate action, as necessary to avoid any 
conflicts of interest that may arise in connection with 
multiple receiverships.

[SEC. 213. BAN ON CERTAIN ACTIVITIES BY SENIOR EXECUTIVES AND 
                    DIRECTORS.

  [(a) Prohibition Authority.--The Board of Governors or, if 
the covered financial company was not supervised by the Board 
of Governors, the Corporation, may exercise the authority 
provided by this section.
  [(b) Authority To Issue Order.--The appropriate agency 
described in subsection (a) may take any action authorized by 
subsection (c), if the agency determines that--
          [(1) a senior executive or a director of the covered 
        financial company, prior to the appointment of the 
        Corporation as receiver, has, directly or indirectly--
                  [(A) violated--
                          [(i) any law or regulation;
                          [(ii) any cease-and-desist order 
                        which has become final;
                          [(iii) any condition imposed in 
                        writing by a Federal agency in 
                        connection with any action on any 
                        application, notice, or request by such 
                        company or senior executive; or
                          [(iv) any written agreement between 
                        such company and such agency;
                  [(B) engaged or participated in any unsafe or 
                unsound practice in connection with any 
                financial company; or
                  [(C) committed or engaged in any act, 
                omission, or practice which constitutes a 
                breach of the fiduciary duty of such senior 
                executive or director;
          [(2) by reason of the violation, practice, or breach 
        described in any subparagraph of paragraph (1), such 
        senior executive or director has received financial 
        gain or other benefit by reason of such violation, 
        practice, or breach and such violation, practice, or 
        breach contributed to the failure of the company; and
          [(3) such violation, practice, or breach--
                  [(A) involves personal dishonesty on the part 
                of such senior executive or director; or
                  [(B) demonstrates willful or continuing 
                disregard by such senior executive or director 
                for the safety or soundness of such company.
  [(c) Authorized Actions.--
          [(1) In general.--The appropriate agency for a 
        financial company, as described in subsection (a), may 
        serve upon a senior executive or director described in 
        subsection (b) a written notice of the intention of the 
        agency to prohibit any further participation by such 
        person, in any manner, in the conduct of the affairs of 
        any financial company for a period of time determined 
        by the appropriate agency to be commensurate with such 
        violation, practice, or breach, provided such period 
        shall be not less than 2 years.
          [(2) Procedures.--The due process requirements and 
        other procedures under section 8(e) of the Federal 
        Deposit Insurance Act (12 U.S.C. 1818(e)) shall apply 
        to actions under this section as if the covered 
        financial company were an insured depository 
        institution and the senior executive or director were 
        an institution-affiliated party, as those terms are 
        defined in that Act.
  [(d) Regulations.--The Corporation and the Board of 
Governors, in consultation with the Council, shall jointly 
prescribe rules or regulations to administer and carry out this 
section, including rules, regulations, or guidelines to further 
define the term senior executive for the purposes of this 
section.

[SEC. 214. PROHIBITION ON TAXPAYER FUNDING.

  [(a) Liquidation Required.--All financial companies put into 
receivership under this title shall be liquidated. No taxpayer 
funds shall be used to prevent the liquidation of any financial 
company under this title.
  [(b) Recovery of Funds.--All funds expended in the 
liquidation of a financial company under this title shall be 
recovered from the disposition of assets of such financial 
company, or shall be the responsibility of the financial 
sector, through assessments.
  [(c) No Losses to Taxpayers.--Taxpayers shall bear no losses 
from the exercise of any authority under this title.

[SEC. 215. STUDY ON SECURED CREDITOR HAIRCUTS.

  [(a) Study Required.--The Council shall conduct a study 
evaluating the importance of maximizing United States taxpayer 
protections and promoting market discipline with respect to the 
treatment of fully secured creditors in the utilization of the 
orderly liquidation authority authorized by this Act. In 
carrying out such study, the Council shall--
          [(1) not be prejudicial to current or past laws or 
        regulations with respect to secured creditor treatment 
        in a resolution process;
          [(2) study the similarities and differences between 
        the resolution mechanisms authorized by the Bankruptcy 
        Code, the Federal Deposit Insurance Corporation 
        Improvement Act of 1991, and the orderly liquidation 
        authority authorized by this Act;
          [(3) determine how various secured creditors are 
        treated in such resolution mechanisms and examine how a 
        haircut (of various degrees) on secured creditors could 
        improve market discipline and protect taxpayers;
          [(4) compare the benefits and dynamics of prudent 
        lending practices by depository institutions in secured 
        loans for consumers and small businesses to the lending 
        practices of secured creditors to large, interconnected 
        financial firms;
          [(5) consider whether credit differs according to 
        different types of collateral and different terms and 
        timing of the extension of credit; amd
          [(6) include an examination of stakeholders who were 
        unsecured or under-collateralized and seek collateral 
        when a firm is failing, and the impact that such 
        behavior has on financial stability and an orderly 
        resolution that protects taxpayers if the firm fails.
  [(b) Report.--Not later than the end of the 1-year period 
beginning on the date of enactment of this Act, the Council 
shall issue a report to the Congress containing all findings 
and conclusions made by the Council in carrying out the study 
required under subsection (a).

[SEC. 216. STUDY ON BANKRUPTCY PROCESS FOR FINANCIAL AND NONBANK 
                    FINANCIAL INSTITUTIONS.

  [(a) Study.--
          [(1) In general.--Upon enactment of this Act, the 
        Board of Governors, in consultation with the 
        Administrative Office of the United States Courts, 
        shall conduct a study regarding the resolution of 
        financial companies under the Bankruptcy Code, under 
        chapter 7 or 11 thereof.
          [(2) Issues to be studied.--Issues to be studied 
        under this section include--
                  [(A) the effectiveness of chapter 7 and 
                chapter 11 of the Bankruptcy Code in 
                facilitating the orderly resolution or 
                reorganization of systemic financial companies;
                  [(B) whether a special financial resolution 
                court or panel of special masters or judges 
                should be established to oversee cases 
                involving financial companies to provide for 
                the resolution of such companies under the 
                Bankruptcy Code, in a manner that minimizes 
                adverse impacts on financial markets without 
                creating moral hazard;
                  [(C) whether amendments to the Bankruptcy 
                Code should be adopted to enhance the ability 
                of the Code to resolve financial companies in a 
                manner that minimizes adverse impacts on 
                financial markets without creating moral 
                hazard;
                  [(D) whether amendments should be made to the 
                Bankruptcy Code, the Federal Deposit Insurance 
                Act, and other insolvency laws to address the 
                manner in which qualified financial contracts 
                of financial companies are treated; and
                  [(E) the implications, challenges, and 
                benefits to creating a new chapter or 
                subchapter of the Bankruptcy Code to deal with 
                financial companies.
  [(b) Reports to Congress.--Not later than 1 year after the 
date of enactment of this Act, and in each successive year 
until the fifth year after the date of enactment of this Act, 
the Administrative Office of the United States courts shall 
submit to the Committees on Banking, Housing, and Urban Affairs 
and the Judiciary of the Senate and the Committees on Financial 
Services and the Judiciary of the House of Representatives a 
report summarizing the results of the study conducted under 
subsection (a).

[SEC. 217. STUDY ON INTERNATIONAL COORDINATION RELATING TO BANKRUPTCY 
                    PROCESS FOR NONBANK FINANCIAL INSTITUTIONS.

  [(a) Study.--
          [(1) In general.--The Board of Governors, in 
        consultation with the Administrative Office of the 
        United States Courts, shall conduct a study regarding 
        international coordination relating to the resolution 
        of systemic financial companies under the United States 
        Bankruptcy Code and applicable foreign law.
          [(2) Issues to be studied.--With respect to the 
        bankruptcy process for financial companies, issues to 
        be studied under this section include--
                  [(A) the extent to which international 
                coordination currently exists;
                  [(B) current mechanisms and structures for 
                facilitating international cooperation;
                  [(C) barriers to effective international 
                coordination; and
                  [(D) ways to increase and make more effective 
                international coordination of the resolution of 
                financial companies, so as to minimize the 
                impact on the financial system without creating 
                moral hazard.
  [(b) Report to Congress.--Not later than 1 year after the 
date of enactment of this Act, the Administrative office of the 
United States Courts shall submit to the Committees on Banking, 
Housing, and Urban Affairs and the Judiciary of the Senate and 
the Committees on Financial Services and the Judiciary of the 
House of Representatives a report summarizing the results of 
the study conducted under subsection (a).]

           *       *       *       *       *       *       *


TITLE VII--WALL STREET TRANSPARENCY AND ACCOUNTABILITY

           *       *       *       *       *       *       *


        Subtitle A--Regulation of Over-the-Counter Swaps Markets

PART I--REGULATORY AUTHORITY

           *       *       *       *       *       *       *


SEC. 716. PROHIBITION AGAINST FEDERAL GOVERNMENT BAILOUTS OF SWAPS 
                    ENTITIES.

  (a) Prohibition on Federal Assistance.--Notwithstanding any 
other provision of law (including regulations), no Federal 
assistance may be provided to any swaps entity with respect to 
any swap, security-based swap, or other activity of the swaps 
entity.
  (b) Definitions.--In this section:
          (1) Federal assistance.--The term ``Federal 
        assistance'' means the use of any advances from any 
        Federal Reserve credit facility or discount window that 
        is not part of a program or facility with broad-based 
        eligibility under section 13(3)(A) of the Federal 
        Reserve Act, Federal Deposit Insurance Corporation 
        insurance or guarantees for the purpose of--
                  (A) making any loan to, or purchasing any 
                stock, equity interest, or debt obligation of, 
                any swaps entity;
                  (B) purchasing the assets of any swaps 
                entity;
                  (C) guaranteeing any loan or debt issuance of 
                any swaps entity; or
                  (D) entering into any assistance arrangement 
                (including tax breaks), loss sharing, or profit 
                sharing with any swaps entity.
          (2) Swaps entity.--
                  (A) In general.--The term ``swaps entity'' 
                means any swap dealer, security-based swap 
                dealer, major swap participant, major security-
                based swap participant, that is registered 
                under--
                          (i) the Commodity Exchange Act (7 
                        U.S.C. 1 et seq.); or
                          (ii) the Securities Exchange Act of 
                        1934 (15 U.S.C. 78a et seq.).
                  (B) Exclusion.--The term ``swaps entity'' 
                does not include any major swap participant or 
                major security-based swap participant that is 
                an covered depository institution.
          (3) Covered depository institution.--The term 
        ``covered depository institution'' means--
                  (A) an insured depository institution, as 
                that term is defined in section 3 of the 
                Federal Deposit Insurance Act (12 U.S.C. 1813); 
                and
                  (B) a United States uninsured branch or 
                agency of a foreign bank.
  (c) Affiliates of Covered Depository Institutions.--The 
prohibition on Federal assistance contained in subsection (a) 
does not apply to and shall not prevent a covered depository 
institution from having or establishing an affiliate which is a 
swaps entity, as long as such covered depository institution is 
part of a bank holding company, savings and loan holding 
company, or foreign banking organization (as such term is 
defined under Regulation K of the Board of Governors of the 
Federal Reserve System (12 CFR 211.21(o))), that is supervised 
by the Federal Reserve and such swaps entity affiliate complies 
with sections 23A and 23B of the Federal Reserve Act and such 
other requirements as the Commodity Futures Trading Commission 
or the Securities Exchange Commission, as appropriate, and the 
Board of Governors of the Federal Reserve System, may determine 
to be necessary and appropriate.
  (d) Only Bona Fide Hedging and Traditional Bank Activities 
Permitted.--
          (1) In general.--The prohibition in subsection (a) 
        shall not apply to any covered depository institution 
        that limits its swap and security-based swap activities 
        to the following:
                  (A) Hedging and other similar risk mitigation 
                activities.--Hedging and other similar risk 
                mitigating activities directly related to the 
                covered depository institution's activities.
                  (B) Non-structured finance swap activities.--
                Acting as a swaps entity for swaps or security-
                based swaps other than a structured finance 
                swap.
                  (C) Certain structured finance swap 
                activities.--Acting as a swaps entity for swaps 
                or security-based swaps that are structured 
                finance swaps, if--
                          (i) such structured finance swaps are 
                        undertaken for hedging or risk 
                        management purposes; or
                          (ii) each asset-backed security 
                        underlying such structured finance 
                        swaps is of a credit quality and of a 
                        type or category with respect to which 
                        the prudential regulators have jointly 
                        adopted rules authorizing swap or 
                        security-based swap activity by covered 
                        depository institutions.
          (2) Definitions.--For purposes of this subsection:
                  (A) Structured finance swap.--The term 
                ``structured finance swap'' means a swap or 
                security-based swap based on an asset-backed 
                security (or group or index primarily comprised 
                of asset-backed securities).
                  (B) Asset-backed security.--The term ``asset-
                backed security'' has the meaning given such 
                term under section 3(a) of the Securities 
                Exchange Act of 1934 (15 U.S.C. 78c(a)).
  (e) Existing Swaps and Security-based Swaps.--The prohibition 
in subsection (a) shall only apply to swaps or security-based 
swaps entered into by a covered depository institution after 
the end of the transition period described in subsection (f).
  (f) Transition Period.--To the extent a covered depository 
institution qualifies as a ``swaps entity'' and would be 
subject to the Federal assistance prohibition in subsection 
(a), the appropriate Federal banking agency, after consulting 
with and considering the views of the Commodity Futures Trading 
Commission or the Securities Exchange Commission, as 
appropriate, shall permit the covered depository institution up 
to 24 months to divest the swaps entity or cease the activities 
that require registration as a swaps entity. In establishing 
the appropriate transition period to effect such divestiture or 
cessation of activities, which may include making the swaps 
entity an affiliate of the covered depository institution, the 
appropriate Federal banking agency shall take into account and 
make written findings regarding the potential impact of such 
divestiture or cessation of activities on the covered 
depository institution's (1) mortgage lending, (2) small 
business lending, (3) job creation, and (4) capital formation 
versus the potential negative impact on insured depositors and 
the Deposit Insurance Fund of the Federal Deposit Insurance 
Corporation. The appropriate Federal banking agency may 
consider such other factors as may be appropriate. The 
appropriate Federal banking agency may place such conditions on 
the covered depository institution's divestiture or ceasing of 
activities of the swaps entity as it deems necessary and 
appropriate. The transition period under this subsection may be 
extended by the appropriate Federal banking agency, after 
consultation with the Commodity Futures Trading Commission and 
the Securities and Exchange Commission, for a period of up to 1 
additional year.
  (g) Excluded Entities.--For purposes of this section, the 
term ``swaps entity'' shall not include any insured depository 
institution under the Federal Deposit Insurance Act [or a 
covered financial company under title II] which is in a 
conservatorship, receivership, or a bridge bank operated by the 
Federal Deposit Insurance Corporation.
  (h) Effective Date.--The prohibition in subsection (a) shall 
be effective 2 years following the date on which this Act is 
effective.
  (i) Liquidation Required.--
          (1) In general.--
                  (A) FDIC insured institutions.--All swaps 
                entities that are FDIC insured institutions 
                that are put into receivership or declared 
                insolvent as a result of swap or security-based 
                swap activity of the swaps entities shall be 
                subject to the termination or transfer of that 
                swap or security-based swap activity in 
                accordance with applicable law prescribing the 
                treatment of those contracts. No taxpayer funds 
                shall be used to prevent the receivership of 
                any swap entity resulting from swap or 
                security-based swap activity of the swaps 
                entity.
                  (B) Institutions that pose a systemic risk 
                and are subject to heightened prudential 
                supervision as regulated under section 113.--
                All swaps entities that are institutions that 
                pose a systemic risk and are subject to 
                heightened prudential supervision as regulated 
                under section 113, that are put into 
                receivership or declared insolvent as a result 
                of swap or security-based swap activity of the 
                swaps entities shall be subject to the 
                termination or transfer of that swap or 
                security-based swap activity in accordance with 
                applicable law prescribing the treatment of 
                those contracts. No taxpayer funds shall be 
                used to prevent the receivership of any swap 
                entity resulting from swap or security-based 
                swap activity of the swaps entity.
                  (C) Non-FDIC insured, non-systemically 
                significant institutions not subject to 
                heightened prudential supervision as regulated 
                under section 113.--No taxpayer resources shall 
                be used for the orderly liquidation of any 
                swaps entities that are non-FDIC insured, non-
                systemically significant institutions not 
                subject to heightened prudential supervision as 
                regulated under section 113.
          (2) Recovery of funds.--All funds expended on the 
        termination or transfer of the swap or security-based 
        swap activity of the swaps entity shall be recovered in 
        accordance with applicable law from the disposition of 
        assets of such swap entity or through assessments, 
        including on the financial sector as provided under 
        applicable law.
          (3) No losses to taxpayers.--Taxpayers shall bear no 
        losses from the exercise of any authority under this 
        title.
  (j) Prohibition on Unregulated Combination of Swaps Entities 
and Banking.--At no time following adoption of the rules in 
subsection (k) may a bank or bank holding company be permitted 
to be or become a swap entity unless it conducts its swap or 
security-based swap activity in compliance with such minimum 
standards set by its prudential regulator as are reasonably 
calculated to permit the swaps entity to conduct its swap or 
security-based swap activities in a safe and sound manner and 
mitigate systemic risk.
  (k) Rules.--In prescribing rules, the prudential regulator 
for a swaps entity shall consider the following factors:
          (1) The expertise and managerial strength of the 
        swaps entity, including systems for effective 
        oversight.
          (2) The financial strength of the swaps entity.
          (3) Systems for identifying, measuring and 
        controlling risks arising from the swaps entity's 
        operations.
          (4) Systems for identifying, measuring and 
        controlling the swaps entity's participation in 
        existing markets.
          (5) Systems for controlling the swaps entity's 
        participation or entry into in new markets and 
        products.
  (l) Authority of the Financial Stability Oversight Council.--
The Financial Stability Oversight Council may determine that, 
when other provisions established by this Act are insufficient 
to effectively mitigate systemic risk and protect taxpayers, 
that swaps entities may no longer access Federal assistance 
with respect to any swap, security-based swap, or other 
activity of the swaps entity. Any such determination by the 
Financial Stability Oversight Council of a prohibition of 
federal assistance shall be made on an institution-by-
institution basis, and shall require the vote of not fewer than 
two-thirds of the members of the Financial Stability Oversight 
Council, which must include the vote by the Chairman of the 
Council, the Chairman of the Board of Governors of the Federal 
Reserve System, and the Chairperson of the Federal Deposit 
Insurance Corporation. Notice and hearing requirements for such 
determinations shall be consistent with the standards provided 
in title I.
  (m) Ban on Proprietary Trading in Derivatives.--An insured 
depository institution shall comply with the prohibition on 
proprietary trading in derivatives as required by section 619 
of the Dodd-Frank Wall Street Reform and Consumer Protection 
Act.

           *       *       *       *       *       *       *


TITLE XI--FEDERAL RESERVE SYSTEM PROVISIONS

           *       *       *       *       *       *       *


SEC. 1105. EMERGENCY FINANCIAL STABILIZATION.

  (a) In General.--Upon the written determination of the 
Corporation and the Board of Governors under section 1104, the 
Corporation shall create a widely available program to 
guarantee obligations of solvent insured depository 
institutions or solvent depository institution holding 
companies (including any affiliates thereof) during times of 
severe economic distress, except that a guarantee of 
obligations under this section may not include the provision of 
equity in any form.
  (b) Rulemaking and Terms and Conditions.--
          (1) Policies and procedures.--As soon as is 
        practicable after the date of enactment of this Act, 
        the Corporation shall establish, by regulation, and in 
        consultation with the Secretary, policies and 
        procedures governing the issuance of guarantees 
        authorized by this section. Such policies and 
        procedures may include a requirement of collateral as a 
        condition of any such guarantee.
          (2) Terms and conditions.--The terms and conditions 
        of any guarantee program shall be established by the 
        Corporation, with the concurrence of the Secretary.
  (c) Determination of Guaranteed Amount.--
          (1) In general.--In connection with any program 
        established pursuant to subsection (a) and subject to 
        paragraph (2) of this subsection, the Secretary (in 
        consultation with the President) shall determine the 
        maximum amount of debt outstanding that the Corporation 
        may guarantee under this section, and the President may 
        transmit to Congress a written report on the plan of 
        the Corporation to exercise the authority under this 
        section to issue guarantees up to that maximum amount 
        and a request for approval of such plan. The 
        Corporation shall exercise the authority under this 
        section to issue guarantees up to that specified 
        maximum amount upon passage of the joint resolution of 
        approval, as provided in subsection (d). Absent such 
        approval, the Corporation shall issue no such 
        guarantees.
          (2) Additional debt guarantee authority.--If the 
        Secretary (in consultation with the President) 
        determines, after a submission to Congress under 
        paragraph (1), that the maximum guarantee amount should 
        be raised, and the Council concurs with that 
        determination, the President may transmit to Congress a 
        written report on the plan of the Corporation to 
        exercise the authority under this section to issue 
        guarantees up to the increased maximum debt guarantee 
        amount. The Corporation shall exercise the authority 
        under this section to issue guarantees up to that 
        specified maximum amount upon passage of the joint 
        resolution of approval, as provided in subsection (d). 
        Absent such approval, the Corporation shall issue no 
        such guarantees.
  (d) Resolution of Approval.--
          (1) Additional debt guarantee authority.--Arequest by 
        the President under this section shall be considered 
        granted by Congress upon adoption of a joint resolution 
        approving such request. Such joint resolution shall be 
        considered in the Senate under expedited procedures.
          (2) Fast track consideration in senate.--
                  (A) Reconvening.--Upon receipt of a request 
                under subsection (c), if the Senate has 
                adjourned or recessed for more than 2 days, the 
                majority leader of the Senate, after 
                consultation with the minority leader of the 
                Senate, shall notify the Members of the Senate 
                that, pursuant to this section, the Senate 
                shall convene not later than the second 
                calendar day after receipt of such message.
                  (B) Placement on calendar.--Upon introduction 
                in the Senate, the joint resolution shall be 
                placed immediately on the calendar.
                  (C) Floor consideration.--
                          (i) In general.--Notwithstanding Rule 
                        XXII of the Standing Rules of the 
                        Senate, it is in order at any time 
                        during the period beginning on the 4th 
                        day after the date on which Congress 
                        receives a request under subsection 
                        (c), and ending on the 7th day after 
                        that date (even though a previous 
                        motion to the same effect has been 
                        disagreed to) to move to proceed to the 
                        consideration of the joint resolution, 
                        and all points of order against the 
                        joint resolution (and against 
                        consideration of the joint resolution) 
                        are waived. The motion to proceed is 
                        not debatable. The motion is not 
                        subject to a motion to postpone. A 
                        motion to reconsider the vote by which 
                        the motion is agreed to or disagreed to 
                        shall not be in order. If a motion to 
                        proceed to the consideration of the 
                        resolution is agreed to, the joint 
                        resolution shall remain the unfinished 
                        business until disposed of.
                          (ii) Debate.--Debate on the joint 
                        resolution, and on all debatable 
                        motions and appeals in connection 
                        therewith, shall be limited to not more 
                        than 10 hours, which shall be divided 
                        equally between the majority and 
                        minority leaders or their designees. A 
                        motion further to limit debate is in 
                        order and not debatable. An amendment 
                        to, or a motion to postpone, or a 
                        motion to proceed to the consideration 
                        of other business, or a motion to 
                        recommit the joint resolution is not in 
                        order.
                          (iii) Vote on passage.--The vote on 
                        passage shall occur immediately 
                        following the conclusion of the debate 
                        on the joint resolution, and a single 
                        quorum call at the conclusion of the 
                        debate if requested in accordance with 
                        the rules of the Senate.
                          (iv) Rulings of the chair on 
                        procedure.--Appeals from the decisions 
                        of the Chair relating to the 
                        application of the rules of the Senate, 
                        as the case may be, to the procedure 
                        relating to a joint resolution shall be 
                        decided without debate.
          (3) Rules.--
                  (A) Coordination with action by house of 
                representatives.--If, before the passage by the 
                Senate of a joint resolution of the Senate, the 
                Senate receives a joint resolution, from the 
                House of Representatives, then the following 
                procedures shall apply:
                          (i) The joint resolution of the House 
                        of Representatives shall not be 
                        referred to a committee.
                          (ii) With respect to a joint 
                        resolution of the Senate--
                                  (I) the procedure in the 
                                Senate shall be the same as if 
                                no joint resolution had been 
                                received from the other House; 
                                but
                                  (II) the vote on passage 
                                shall be on the joint 
                                resolution of the House of 
                                Representatives.
                  (B) Treatment of joint resolution of house of 
                representatives.--If the Senate fails to 
                introduce or consider a joint resolution under 
                this section, the joint resolution of the House 
                of Representatives shall be entitled to 
                expedited floor procedures under this 
                subsection.
                  (C) Treatment of companion measures.--If, 
                following passage of the joint resolution in 
                the Senate, the Senate then receives the 
                companion measure from the House of 
                Representatives, the companion measure shall 
                not be debatable.
                  (D) Rules of the senate.--This subsection is 
                enacted by Congress--
                          (i) as an exercise of the rulemaking 
                        power of the Senate, and as such it is 
                        deemed a part of the rules of the 
                        Senate, but applicable only with 
                        respect to the procedure to be followed 
                        in the Senate in the case of a joint 
                        resolution, and it supersedes other 
                        rules, only to the extent that it is 
                        inconsistent with such rules; and
                          (ii) with full recognition of the 
                        constitutional right of the Senate to 
                        change the rules (so far as relating to 
                        the procedure of the Senate) at any 
                        time, in the same manner, and to the 
                        same extent as in the case of any other 
                        rule of the Senate.
          (4) Definition.--As used in this subsection, the term 
        ``joint resolution'' means only a joint resolution--
                  (A) that is introduced not later than 3 
                calendar days after the date on which the 
                request referred to in subsection (c) is 
                received by Congress;
                  (B) that does not have a preamble;
                  (C) the title of which is as follows: ``Joint 
                resolution relating to the approval of a plan 
                to guarantee obligations under section 1105 of 
                the Dodd-Frank Wall Street Reform and Consumer 
                Protection Act''; and
                  (D) the matter after the resolving clause of 
                which is as follows: ``That Congress approves 
                the obligation of any amount described in 
                section 1105(c) of the Dodd-Frank Wall Street 
                Reform and Consumer Protection Act.''.
  (e) Funding.--
          (1) Fees and other charges.--The Corporation shall 
        charge fees and other assessments to all participants 
        in the program established pursuant to this section, in 
        such amounts as are necessary to offset projected 
        losses and administrative expenses, including amounts 
        borrowed pursuant to paragraph (3), and such amounts 
        shall be available to the Corporation.
          (2) Excess funds.--If, at the conclusion of the 
        program established under this section, there are any 
        excess funds collected from the fees associated with 
        such program, the funds shall be deposited in the 
        General Fund of the Treasury.
          (3) Authority of corporation.--The Corporation--
                  (A) may borrow funds from the Secretary of 
                the Treasury and issue obligations of the 
                Corporation to the Secretary for amounts 
                borrowed, and the amounts borrowed shall be 
                available to the Corporation for purposes of 
                carrying out a program established pursuant to 
                this section, including the payment of 
                reasonable costs of administering the program, 
                and the obligations issued shall be repaid in 
                full with interest through fees and charges 
                paid by participants in accordance with 
                paragraphs (1) and (4), as applicable; and
                  (B) may not borrow funds from the Deposit 
                Insurance Fund established pursuant to section 
                11(a)(4) of the Federal Deposit Insurance Act.
          (4) Backup special assessments.--To the extent that 
        the funds collected pursuant to paragraph (1) are 
        insufficient to cover any losses or expenses, including 
        amounts borrowed pursuant to paragraph (3), arising 
        from a program established pursuant to this section, 
        the Corporation shall impose a special assessment 
        solely on participants in the program, in amounts 
        necessary to address such insufficiency, and which 
        shall be available to the Corporation to cover such 
        losses or expenses.
          (5) Authority of the secretary.--The Secretary may 
        purchase any obligations issued under paragraph (3)(A). 
        For such purpose, the Secretary may use the proceeds of 
        the sale of any securities issued under chapter 31 of 
        title 31, United States Code, and the purposes for 
        which securities may be issued under that chapter 31 
        are extended to include such purchases, and the [amount 
        of any securities issued under that chapter 31 for such 
        purpose shall be treated in the same manner as 
        securities issued under section 208(n)(5)(E)] issuances 
        of such securities under that chapter 31 for such 
        purpose shall by treated as public debt transactions of 
        the United States, and the proceeds from the sale of 
        any obligations acquired by the Secretary under this 
        paragraph shall be deposited into the Treasury of the 
        United States as miscellaneous receipts.
  (f) Rule of Construction.--For purposes of this section, a 
guarantee of deposits held by insured depository institutions 
shall not be treated as a debt guarantee program.
  (g) Definitions.--For purposes of this section, the following 
definitions shall apply:
          (1) Company.--The term ``company'' means any entity 
        other than a natural person that is incorporated or 
        organized under Federal law or the laws of any State.
          (2) Depository institution holding company.--The term 
        ``depository institution holding company'' has the same 
        meaning as in section 3 of the Federal Deposit 
        Insurance Act (12 U.S.C. 1813).
          (3) Liquidity event.--The term ``liquidity event'' 
        means--
                  (A) an exceptional and broad reduction in the 
                general ability of financial market 
                participants--
                          (i) to sell financial assets without 
                        an unusual and significant discount; or
                          (ii) to borrow using financial assets 
                        as collateral without an unusual and 
                        significant increase in margin; or
                  (B) an unusual and significant reduction in 
                the ability of financial market participants to 
                obtain unsecured credit.
          (4) Solvent.--The term ``solvent'' means that the 
        value of the assets of an entity exceed its obligations 
        to creditors.

SEC. 1106. ADDITIONAL RELATED AMENDMENTS.

  (a) Suspension of Parallel Federal Deposit Insurance Act 
Authority.--Effective upon the date of enactment of this 
section, the Corporation may not exercise its authority under 
section 13(c)(4)(G)(i) of the Federal Deposit Insurance Act (12 
U.S.C. 1823(c)(4)(G)(i)) to establish any widely available debt 
guarantee program for which section 1105 would provide 
authority.
  (b) Federal Deposit Insurance Act.--Section 13(c)(4)(G) of 
the Federal Deposit Insurance Act (12 U.S.C. 1823(c)(4)(G)) is 
amended--
          (1) in clause (i)--
                  (A) in subclause (I), by inserting ``for 
                which the Corporation has been appointed 
                receiver'' before ``would have serious''; and
                  (B) in the undesignated matter following 
                subclause (II), by inserting ``for the purpose 
                of winding up the insured depository 
                institution for which the Corporation has been 
                appointed receiver'' after ``provide assistance 
                under this section''; and
          (2) in clause (v)(I), by striking ``The'' and 
        inserting ``Not later than 3 days after making a 
        determination under clause (i), the''.
  (c) Effect of Default on an FDIC Guarantee.--If an insured 
depository institution or depository institution holding 
company (as those terms are defined in section 3 of the Federal 
Deposit Insurance Act) participating in a program under section 
1105, or any participant in a debt guarantee program 
established pursuant to section 13(c)(4)(G)(i) of the Federal 
Deposit Insurance Act defaults on any obligation guaranteed by 
the Corporation after the date of enactment of this Act, the 
Corporation shall--
          (1) appoint itself as receiver for the insured 
        depository institution that defaults; and
          (2) with respect to any other participating company 
        that is not an insured depository institution that 
        defaults--
                  [(A) require--
                          [(i) consideration of whether a 
                        determination shall be made, as 
                        provided in section 203 to resolve the 
                        company under section 202; and
                          [(ii) the company to file a petition 
                        for bankruptcy under section 301 of 
                        title 11, United States Code, if the 
                        Corporation is not appointed receiver 
                        pursuant to section 202 within 30 days 
                        of the date of default; or]
                  (A) require the company to file a petition 
                for bankruptcy under section 301 of title 11, 
                United States Code; or
                  (B) file a petition for involuntary 
                bankruptcy on behalf of the company under 
                section 303 of title 11, United States Code.

           *       *       *       *       *       *       *

                              ----------                              


                     FEDERAL DEPOSIT INSURANCE ACT



           *       *       *       *       *       *       *
  Sec. 10. (a) The Board of Directors shall administer the 
affairs of the Corporation fairly and impartially and without 
discrimination. The Board of Directors of the Corporation shall 
determine and prescribe the manner in which its obligations 
shall be incurred and its expenses allowed and paid. The 
Corporation shall be entitled to the free use of the United 
States mails in the same manner as the executive departments of 
the Government. The Corporation with the consent of any Federal 
Reserve bank or of any board, commission, independent 
establishment, or executive department of the Government, 
including any field service thereof, may avail itself of the 
use of information, services, and facilities thereof in 
carrying out the provisions of this Act.
  (b) Examinations.--
          (1) Appointment of examiners and claims agents.--The 
        Board of Directors shall appoint examiners and claims 
        agents.
          (2) Regular examinations.--Any examiner appointed 
        under paragraph (1) shall have power, on behalf of the 
        Corporation, to examine--
                  (A) any insured State nonmember bank or 
                insured State branch of any foreign bank;
                  (B) any depository institution which files an 
                application with the Corporation to become an 
                insured depository institution; and
                  (C) any insured depository institution in 
                default,
        whenever the Board of Directors determines an 
        examination of any such depository institution is 
        necessary.
          (3) Special examination of any insured depository 
        institution.--
                  (A) In general.--In addition to the 
                examinations authorized under paragraph (2), 
                any examiner appointed under paragraph (1) 
                shall have power, on behalf of the Corporation, 
                to make any special examination of any insured 
                depository institution or nonbank financial 
                company supervised by the Board of Governors or 
                a bank holding company described in section 
                165(a) of the Financial Stability Act of 2010, 
                whenever the Board of Directors determines that 
                a special examination of any such depository 
                institution is necessary to determine the 
                condition of such depository institution for 
                insurance purposes[, or of such nonbank 
                financial company supervised by the Board of 
                Governors or bank holding company described in 
                section 165(a) of the Financial Stability Act 
                of 2010, for the purpose of implementing its 
                authority to provide for orderly liquidation of 
                any such company under title II of that Act], 
                provided that such authority may not be used 
                with respect to any such company that is in a 
                generally sound condition.
                  (B) Limitation.--Before conducting a special 
                examination of a nonbank financial company 
                supervised by the Board of Governors or a bank 
                holding company described in section 165(a) of 
                the Financial Stability Act of 2010, the 
                Corporation shall review any available and 
                acceptable resolution plan that the company has 
                submitted in accordance with section 165(d) of 
                that Act, consistent with the nonbinding effect 
                of such plan, and available reports of 
                examination, and shall coordinate to the 
                maximum extent practicable with the Board of 
                Governors, in order to minimize duplicative or 
                conflicting examinations.
          (4) Examination of affiliates.--
                  (A) In general.--In making any examination 
                under paragraph (2) or (3), any examiner 
                appointed under paragraph (1) shall have power, 
                on behalf of the Corporation, to make such 
                examinations of the affairs of any affiliate of 
                any depository institution as may be necessary 
                to disclose fully--
                          (i) the relationship between such 
                        depository institution and any such 
                        affiliate; and
                          (ii) the effect of such relationship 
                        on the depository institution.
                  (B) Commitment by foreign banks to allow 
                examinations of affiliates.--No branch or 
                depository institution subsidiary of a foreign 
                bank may become an insured depository 
                institution unless such foreign bank submits a 
                written binding commitment to the Board of 
                Directors to permit any examination of any 
                affiliate of such branch or depository 
                institution subsidiary pursuant to subparagraph 
                (A) to the extent determined by the Board of 
                Directors to be necessary to carry out the 
                purposes of this Act.
          (5) Examination of insured state branches.--The Board 
        of Directors shall--
                  (A) coordinate examinations of insured State 
                branches of foreign banks with examinations 
                conducted by the Board of Governors of the 
                Federal Reserve System under section 7(c)(1) of 
                the International Banking Act of 1978; and
                  (B) to the extent possible, participate in 
                any simultaneous examination of the United 
                States operations of a foreign bank requested 
                by the Board under such section.
          (6) Power and duty of examiners.--Each examiner 
        appointed under paragraph (1) shall--
                  (A) have power to make a thorough examination 
                of any insured depository institution or 
                affiliate under paragraph (2), (3), (4), or 
                (5); and
                  (B) shall make a full and detailed report of 
                condition of any insured depository institution 
                or affiliate examined to the Corporation.
          (7) Power of claim agents.--Each claim agent 
        appointed under paragraph (1) shall have power to 
        investigate and examine all claims for insured 
        deposits.
  (c) In connection with examinations of insured depository 
institutions and any State nonmember bank, savings association, 
or other institution making application to become insured 
depository institutions, and affiliates thereof, or with other 
types of investigations to determine compliance with applicable 
law and regulations, the appropriate Federal banking agency, or 
its designated representatives, are authorized to administer 
oaths and affirmations, and to examine and and to take and 
preserve testimony under oath as to any matter in respect to 
the affairs or ownership of any such bank or institution or 
affiliate thereof, and to exercise such other powers as are set 
forth in section 8(n) of this Act.
  (d) Annual On-Site Examinations of All Insured Depository 
Institutions Required.--
          (1) In general.--The appropriate Federal banking 
        agency shall, not less than once during each 12-month 
        period, conduct a full-scope, on-site examination of 
        each insured depository institution.
          (2) Examinations by corporation.--Paragraph (1) shall 
        not apply during any 12-month period in which the 
        Corporation has conducted a full-scope, on-site 
        examination of the insured depository institution.
          (3) State examinations acceptable.--The examinations 
        required by paragraph (1) may be conducted in alternate 
        12-month periods, as appropriate, if the appropriate 
        Federal banking agency determines that an examination 
        of the insured depository institution conducted by the 
        State during the intervening 12-month period carries 
        out the purpose of this subsection.
          (4)  18-month rule for certain small institutions.--
        Paragraphs (1), (2), and (3) shall apply with ``18-
        month'' substituted for ``12-month'' if--
                  (A) the insured depository institution has 
                total assets of less than $1,000,000,000;
                  (B) the institution is well capitalized, as 
                defined in section 38;
                  (C) when the institution was most recently 
                examined, it was found to be well managed, and 
                its composite condition--
                          (i) was found to be outstanding; or
                          (ii) was found to be outstanding or 
                        good, in the case of an insured 
                        depository institution that has total 
                        assets of not more than $200,000,000;
                  (D) the insured institution is not currently 
                subject to a formal enforcement proceeding or 
                order by the Corporation or the appropriate 
                Federal banking agency; and
                  (E) no person acquired control of the 
                institution during the 12-month period in which 
                a full-scope, on-site examination would be 
                required but for this paragraph.
          (5) Certain government-controlled institutions 
        exempted.--Paragraph (1) does not apply to--
                  (A) any institution for which the Corporation 
                is conservator; or
                  (B) any bridge depository institution, none 
                of the voting securities of which are owned by 
                a person or agency other than the Corporation.
          (6) Coordinated examinations.--To minimize the 
        disruptive effects of examinations on the operations of 
        insured depository institutions--
                  (A) each appropriate Federal banking agency 
                shall, to the extent practicable and consistent 
                with principles of safety and soundness and the 
                public interest--
                          (i) coordinate examinations to be 
                        conducted by that agency at an insured 
                        depository institution and its 
                        affiliates;
                          (ii) coordinate with the other 
                        appropriate Federal banking agencies in 
                        the conduct of such examinations;
                          (iii) work to coordinate with the 
                        appropriate State bank supervisor--
                                  (I) the conduct of all 
                                examinations made pursuant to 
                                this subsection; and
                                  (II) the number, types, and 
                                frequency of reports required 
                                to be submitted to such 
                                agencies and supervisors by 
                                insured depository 
                                institutions, and the type and 
                                amount of information required 
                                to be included in such reports; 
                                and
                          (iv) use copies of reports of 
                        examinations of insured depository 
                        institutions made by any other Federal 
                        banking agency or appropriate State 
                        bank supervisor to eliminate 
                        duplicative requests for information; 
                        and
                  (B) not later than 2 years after the date of 
                enactment of the Riegle Community Development 
                and Regulatory Improvement Act of 1994, the 
                Federal banking agencies shall jointly 
                establish and implement a system for 
                determining which one of the Federal banking 
                agencies or State bank supervisors shall be the 
                lead agency responsible for managing a unified 
                examination of each insured depository 
                institution and its affiliates, as required by 
                this subsection.
          (7) Separate examinations permitted.--Notwithstanding 
        paragraph (6), each appropriate Federal banking agency 
        may conduct a separate examination in an emergency or 
        under other exigent circumstances, or when the agency 
        believes that a violation of law may have occurred.
          (8) Report.--At the time the system provided for in 
        paragraph (6) is established, the Federal banking 
        agencies shall submit a joint report describing the 
        system to the Committee on Banking, Housing, and Urban 
        Affairs of the Senate and the Committee on Banking, 
        Finance and Urban Affairs of the House of 
        Representatives. Thereafter, the Federal banking 
        agencies shall annually submit a joint report to the 
        Committee on Banking, Housing, and Urban Affairs of the 
        Senate and the Committee on Banking, Finance and Urban 
        Affairs of the House of Representatives regarding the 
        progress of the agencies in implementing the system and 
        indicating areas in which enhancements to the system, 
        including legislature improvements, would be 
        appropriate.
          (9) Standards for determining adequacy of state 
        examinations.--The Federal Financial Institutions 
        Examination Council shall issue guidelines establishing 
        standards to be used at the discretion of the 
        appropriate Federal banking agency for purposes of 
        making a determination under paragraph (3).
          (10) Agencies authorized to increase maximum asset 
        amount of institutions for certain purposes.--At any 
        time after the end of the 2-year period beginning on 
        the date of enactment of the Riegle Community 
        Development and Regulatory Improvement Act of 1994, the 
        appropriate Federal banking agency, in the agency's 
        discretion, may increase the maximum amount limitation 
        contained in paragraph (4)(C)(ii), by regulation, from 
        $200,000,000 to an amount not to exceed $1,000,000,000 
        for purposes of such paragraph, if the agency 
        determines that the greater amount would be consistent 
        with the principles of safety and soundness for insured 
        depository institutions.
  (e) Examination Fees.--
          (1) Regular and special examinations of depository 
        institutions.--The cost of conducting any regular 
        examination or special examination of any depository 
        institution under subsection (b)(2), (b)(3), or (d) or 
        of any entity described in section 3(q)(2) may be 
        assessed by the Corporation against the institution or 
        entity to meet the expenses of the Corporation in 
        carrying out such examinations.
          (2) Examination of affiliates.--The cost of 
        conducting any examination of any affiliate of any 
        insured depository institution under subsection (b)(4) 
        may be assessed by the Corporation against each 
        affiliate which is examined to meet the Corporation's 
        expenses in carrying out such examination.
          (3) Assessment against depository institution in case 
        of affiliate's refusal to pay.--
                  (A) In general.--Subject to subparagraph (B), 
                if any affiliate of any insured depository 
                institution--
                          (i) refuses to pay any assessment 
                        under paragraph (2); or
                          (ii) fails to pay any such assessment 
                        before the end of the 60-day period 
                        beginning on the date the affiliate 
                        receives notice of the assessment,
                the Corporation may assess such cost against, 
                and collect such cost from, the depository 
                institution.
                  (B) Affiliate of more than 1 depository 
                institution.--If any affiliate referred to in 
                subparagraph (A) is an affiliate of more than 1 
                insured depository institution, the assessment 
                under subparagraph (A) may be assessed against 
                the depository institutions in such proportions 
                as the Corporation determines to be 
                appropriate.
          (4) Civil money penalty for affiliate's refusal to 
        cooperate.--
                  (A) Penalty imposed.--If any affiliate of any 
                insured depository institution--
                          (i) refuses to permit an examiner 
                        appointed by the Board of Directors 
                        under subsection (b)(1) to conduct an 
                        examination; or
                          (ii) refuses to provide any 
                        information required to be disclosed in 
                        the course of any examination,
                the depository institution shall forfeit and 
                pay a penalty of not more than $5,000 for each 
                day that any such refusal continues.
                  (B) Assessment and collection.--Any penalty 
                imposed under subparagraph (A) shall be 
                assessed and collected by the Corporation in 
                the manner provided in section 8(i)(2).
          (5) Deposits of examination assessment.--Amounts 
        received by the Corporation under this subsection 
        (other than paragraph (4)) may be deposited in the 
        manner provided in section 13.
  (f) Preservation of Agency Records.--
          (1) In general.--A Federal banking agency may cause 
        any and all records, papers, or documents kept by the 
        agency or in the possession or custody of the agency to 
        be--
                  (A) photographed or microphotographed or 
                otherwise reproduced upon film; or
                  (B) preserved in any electronic medium or 
                format which is capable of--
                          (i) being read or scanned by 
                        computer; and
                          (ii) being reproduced from such 
                        electronic medium or format by printing 
                        any other form of reproduction of 
                        electronically stored data.
          (2) Treatment as original records.--Any photographs, 
        microphotographs, or photographic film or copies 
        thereof described in paragraph (1)(A) or reproduction 
        of electronically stored data described in paragraph 
        (1)(B) shall be deemed to be an original record for all 
        purposes, including introduction in evidence in all 
        State and Federal courts or administrative agencies, 
        and shall be admissible to prove any act, transaction, 
        occurrence, or event therein recorded.
          (3) Authority of the federal banking agencies.--Any 
        photographs, microphotographs, or photographic film or 
        copies thereof described in paragraph (1)(A) or 
        reproduction of electronically stored data described in 
        paragraph (1)(B) shall be preserved in such manner as 
        the Federal banking agency shall prescribe, and the 
        original records, papers, or documents may be destroyed 
        or otherwise disposed of as the Federal banking agency 
        may direct.
  (g) Authority To Prescribe Regulations and Definitions.--
Except to the extent that authority under this Act is conferred 
on any of the Federal banking agencies other than the 
Corporation, the Corporation may--
          (1) prescribe regulations to carry out this Act; and
          (2) by regulation define terms as necessary to carry 
        out this Act.
  (h) Coordination of Examination Authority.--
          (1) State bank supervisors of home and host states.--
                  (A) Home state of bank.--The appropriate 
                State bank supervisor of the home State of an 
                insured State bank has authority to examine and 
                supervise the bank.
                  (B) Host state branches.--The State bank 
                supervisor of the home State of an insured 
                State bank and any State bank supervisor of an 
                appropriate host State shall exercise its 
                respective authority to supervise and examine 
                the branches of the bank in a host State in 
                accordance with the terms of any applicable 
                cooperative agreement between the home State 
                bank supervisor and the State bank supervisor 
                of the relevant host State.
                  (C) Supervisory fees.--Except as expressly 
                provided in a cooperative agreement between the 
                State bank supervisors of the home State and 
                any host State of an insured State bank, only 
                the State bank supervisor of the home State of 
                an insured State bank may levy or charge State 
                supervisory fees on the bank.
          (2) Host state examination.--
                  (A) In general.--With respect to a branch 
                operated in a host State by an out-of-State 
                insured State bank that resulted from an 
                interstate merger transaction approved under 
                section 44, or that was established in such 
                State pursuant to section 5155(g) of the 
                Revised Statutes of the United States, the 
                third undesignated paragraph of section 9 of 
                the Federal Reserve Act or section 18(d)(4) of 
                this Act, the appropriate State bank supervisor 
                of such host State may--
                          (i) with written notice to the State 
                        bank supervisor of the bank's home 
                        State and subject to the terms of any 
                        applicable cooperative agreement with 
                        the State bank supervisor of such home 
                        State, examine such branch for the 
                        purpose of determining compliance with 
                        host State laws that are applicable 
                        pursuant to section 24(j), including 
                        those that govern community 
                        reinvestment, fair lending, and 
                        consumer protection; and
                          (ii) if expressly permitted under and 
                        subject to the terms of a cooperative 
                        agreement with the State bank 
                        supervisor of the bank's home State or 
                        if such out-of-State insured State bank 
                        has been determined to be in a troubled 
                        condition by either the State bank 
                        supervisor of the bank's home State or 
                        the bank's appropriate Federal banking 
                        agency, participate in the examination 
                        of the bank by the State bank 
                        supervisor of the bank's home State to 
                        ascertain that the activities of the 
                        branch in such host State are not 
                        conducted in an unsafe or unsound 
                        manner.
                  (B) Notice of determination.--
                          (i) In general.--The State bank 
                        supervisor of the home State of an 
                        insured State bank shall notify the 
                        State bank supervisor of each host 
                        State of the bank if there has been a 
                        final determination that the bank is in 
                        a troubled condition.
                          (ii) Timing of notice.--The State 
                        bank supervisor of the home State of an 
                        insured State bank shall provide notice 
                        under clause (i) as soon as is 
                        reasonably possible, but in all cases 
                        not later than 15 business days after 
                        the date on which the State bank 
                        supervisor has made such final 
                        determination or has received written 
                        notification of such final 
                        determination.
          (3) Host state enforcement.--If the State bank 
        supervisor of a host State determines that a branch of 
        an out-of-State insured State bank is violating any law 
        of the host State that is applicable to such branch 
        pursuant to section 24(j), including a law that governs 
        community reinvestment, fair lending, or consumer 
        protection, the State bank supervisor of the host State 
        or, to the extent authorized by the law of the host 
        State, a host State law enforcement officer may, with 
        written notice to the State bank supervisor of the 
        bank's home State and subject to the terms of any 
        applicable cooperative agreement with the State bank 
        supervisor of the bank's home State, undertake such 
        enforcement actions and proceedings as would be 
        permitted under the law of the host State as if the 
        branch were a bank chartered by that host State.
          (4) Cooperative agreement.--
                  (A) In general.--The State bank supervisors 
                from 2 or more States may enter into 
                cooperative agreements to facilitate State 
                regulatory supervision of State banks, 
                including cooperative agreements relating to 
                the coordination of examinations and joint 
                participation in examinations.
                  (B) Definition.--For purposes of this 
                subsection, the term ``cooperative agreement'' 
                means a written agreement that is signed by the 
                home State bank supervisor and the host State 
                bank supervisor to facilitate State regulatory 
                supervision of State banks, and includes 
                nationwide or multi-State cooperative 
                agreements and cooperative agreements solely 
                between the home State and host State.
                  (C) Rule of construction.--Except for State 
                bank supervisors, no provision of this 
                subsection relating to such cooperative 
                agreements shall be construed as limiting in 
                any way the authority of home State and host 
                State law enforcement officers, regulatory 
                supervisors, or other officials that have not 
                signed such cooperative agreements to enforce 
                host State laws that are applicable to a branch 
                of an out-of-State insured State bank located 
                in the host State pursuant to section 24(j).
          (5) Federal regulatory authority.--No provision of 
        this subsection shall be construed as limiting in any 
        way the authority of any Federal banking agency.
          (6) State taxation authority not affected.--No 
        provision of this subsection shall be construed as 
        affecting the authority of any State or political 
        subdivision of any State to adopt, apply, or administer 
        any tax or method of taxation to any bank, bank holding 
        company, or foreign bank, or any affiliate of any bank, 
        bank holding company, or foreign bank, to the extent 
        that such tax or tax method is otherwise permissible by 
        or under the Constitution of the United States or other 
        Federal law.
          (7) Definitions.--For purpose of this section, the 
        following definitions shall apply:
                  (A) Host state, home state, out-of-State 
                bank.--The terms ``host State'', ``home 
                State'', and ``out-of-State bank'' have the 
                same meanings as in section 44(g).
                  (B) State supervisory fees.--The term ``State 
                supervisory fees'' means assessments, 
                examination fees, branch fees, license fees, 
                and all other fees that are levied or charged 
                by a State bank supervisor directly upon an 
                insured State bank or upon branches of an 
                insured State bank.
                  (C) Troubled condition.--Solely for purposes 
                of paragraph (2)(B), an insured State bank has 
                been determined to be in ``troubled condition'' 
                if the bank--
                          (i) has a composite rating, as 
                        determined in its most recent report of 
                        examination, of 4 or 5 under the 
                        Uniform Financial Institutions Ratings 
                        System;
                          (ii) is subject to a proceeding 
                        initiated by the Corporation for 
                        termination or suspension of deposit 
                        insurance; or
                          (iii) is subject to a proceeding 
                        initiated by the State bank supervisor 
                        of the bank's home State to vacate, 
                        revoke, or terminate the charter of the 
                        bank, or to liquidate the bank, or to 
                        appoint a receiver for the bank.
                  (D) Final determination.--For purposes of 
                paragraph (2)(B), the term ``final 
                determination'' means the transmittal of a 
                report of examination to the bank or 
                transmittal of official notice of proceedings 
                to the bank.
  (i) Flood Insurance Compliance by Insured Depository 
Institutions.--
          (1) Examinations.--The appropriate Federal banking 
        agency shall, during each scheduled on-site examination 
        required by this section, determine whether the insured 
        depository institution is complying with the 
        requirements of the national flood insurance program.
          (2) Report.--
                  (A) Requirement.--Not later than 1 year after 
                the date of enactment of the Riegle Community 
                Development and Regulatory Improvement Act of 
                1994 and biennially thereafter for the next 4 
                years, each appropriate Federal banking agency 
                shall submit a report to the Congress on 
                compliance by insured depository institutions 
                with the requirements of the national flood 
                insurance program.
                  (B) Contents.--Each report submitted under 
                this paragraph shall include a description of 
                the methods used to determine compliance, the 
                number of institutions examined during the 
                reporting year, a listing and total number of 
                institutions found not to be in compliance, 
                actions taken to correct incidents of 
                noncompliance, and an analysis of compliance, 
                including a discussion of any trends, patterns, 
                and problems, and recommendations regarding 
                reasonable actions to improve the efficiency of 
                the examinations processes.
  (j) Consultation Among Examiners.--
          (1) In general.--Each appropriate Federal banking 
        agency shall take such action as may be necessary to 
        ensure that examiners employed by the agency--
                  (A) consult on examination activities with 
                respect to any depository institution; and
                  (B) achieve an agreement and resolve any 
                inconsistencies in the recommendations to be 
                given to such institution as a consequence of 
                any examinations.
          (2) Examiner-in-charge.--Each appropriate Federal 
        banking agency shall consider appointing an examiner-
        in-charge with respect to a depository institution to 
        ensure consultation on examination activities among all 
        of the examiners of that agency involved in 
        examinations of the institution.
  (k) One-Year Restrictions on Federal Examiners of Financial 
Institutions.--
          (1) In general.--In addition to other applicable 
        restrictions set forth in title 18, United States Code, 
        the penalties set forth in paragraph (6) of this 
        subsection shall apply to any person who--
                  (A) was an officer or employee (including any 
                special Government employee) of a Federal 
                banking agency or a Federal reserve bank;
                  (B) served 2 or more months during the final 
                12 months of his or her employment with such 
                agency or entity as the senior examiner (or a 
                functionally equivalent position) of a 
                depository institution or depository 
                institution holding company with continuing, 
                broad responsibility for the examination (or 
                inspection) of that depository institution or 
                depository institution holding company on 
                behalf of the relevant agency or Federal 
                reserve bank; and
                  (C) within 1 year after the termination date 
                of his or her service or employment with such 
                agency or entity, knowingly accepts 
                compensation as an employee, officer, director, 
                or consultant from--
                          (i) such depository institution, any 
                        depository institution holding company 
                        that controls such depository 
                        institution, or any other company that 
                        controls such depository institution; 
                        or
                          (ii) such depository institution 
                        holding company or any depository 
                        institution that is controlled by such 
                        depository institution holding company.
          (2) Definitions.--For purposes of this subsection--
                  (A) the term ``depository institution'' 
                includes an uninsured branch or agency of a 
                foreign bank, if such branch or agency is 
                located in any State; and
                  (B) the term ``depository institution holding 
                company'' includes any foreign bank or company 
                described in section 8(a) of the International 
                Banking Act of 1978.
          (3) Rules of construction.--For purposes of this 
        subsection, a foreign bank shall be deemed to control 
        any branch or agency of the foreign bank, and a person 
        shall be deemed to act as a consultant for a depository 
        institution, depository institution holding company, or 
        other company, only if such person directly works on 
        matters for, or on behalf of, such depository 
        institution, depository institution holding company, or 
        other company.
          (4) Regulations.--
                  (A) In general.--Each Federal banking agency 
                shall prescribe rules or regulations to 
                administer and carry out this subsection, 
                including rules, regulations, or guidelines to 
                define the scope of persons referred to in 
                paragraph (1)(B).
                  (B) Consultation required.--The Federal 
                banking agencies shall consult with each other 
                for the purpose of assuring that the rules and 
                regulations issued by the agencies under 
                subparagraph (A) are, to the extent possible, 
                consistent, comparable, and practicable, taking 
                into account any differences in the supervisory 
                programs utilized by the agencies for the 
                supervision of depository institutions and 
                depository institution holding companies.
          (5) Waiver.--
                  (A) Agency authority.--A Federal banking 
                agency may grant a waiver, on a case by case 
                basis, of the restriction imposed by this 
                subsection to any officer or employee 
                (including any special Government employee) of 
                that agency, and the Board of Governors of the 
                Federal Reserve System may grant a waiver of 
                the restriction imposed by this subsection to 
                any officer or employee of a Federal reserve 
                bank, if the head of such agency certifies in 
                writing that granting the waiver would not 
                affect the integrity of the supervisory program 
                of the relevant Federal banking agency.
                  (B) Definition.--For purposes of this 
                paragraph, the head of an agency is--
                          (i) the Comptroller of the Currency, 
                        in the case of the Office of the 
                        Comptroller of the Currency;
                          (ii) the Chairman of the Board of 
                        Governors of the Federal Reserve 
                        System, in the case of the Board of 
                        Governors of the Federal Reserve 
                        System; and
                          (iii) the Chairperson of the Board of 
                        Directors, in the case of the 
                        Corporation.
          (6) Penalties.--
                  (A) In general.--In addition to any other 
                administrative, civil, or criminal remedy or 
                penalty that may otherwise apply, whenever a 
                Federal banking agency determines that a person 
                subject to paragraph (1) has become associated, 
                in the manner described in paragraph (1)(C), 
                with a depository institution, depository 
                institution holding company, or other company 
                for which such agency serves as the appropriate 
                Federal banking agency, the agency shall impose 
                upon such person one or more of the following 
                penalties:
                          (i) Industry-wide prohibition 
                        order.--The Federal banking agency 
                        shall serve a written notice or order 
                        in accordance with and subject to the 
                        provisions of section 8(e)(4) for 
                        written notices or orders under 
                        paragraph (1) or (2) of section 8(e), 
                        upon such person of the intention of 
                        the agency--
                                  (I) to remove such person 
                                from office or to prohibit such 
                                person from further 
                                participation in the conduct of 
                                the affairs of the depository 
                                institution, depository 
                                institution holding company, or 
                                other company for a period of 
                                up to 5 years; and
                                  (II) to prohibit any further 
                                participation by such person, 
                                in any manner, in the conduct 
                                of the affairs of any insured 
                                depository institution for a 
                                period of up to 5 years.
                          (ii) Civil monetary penalty.--The 
                        Federal banking agency may, in an 
                        administrative proceeding or civil 
                        action in an appropriate United States 
                        district court, impose on such person a 
                        civil monetary penalty of not more than 
                        $250,000. Any administrative proceeding 
                        under this clause shall be conducted in 
                        accordance with section 8(i). In lieu 
                        of an action by the Federal banking 
                        agency under this clause, the Attorney 
                        General of the United States may bring 
                        a civil action under this clause in the 
                        appropriate United States district 
                        court.
                  (B) Scope of prohibition order.--Any person 
                subject to an order issued under subparagraph 
                (A)(i) shall be subject to paragraphs (6) and 
                (7) of section 8(e) in the same manner and to 
                the same extent as a person subject to an order 
                issued under such section.
                  (C) Definitions.--Solely for purposes of this 
                paragraph, the ``appropriate Federal banking 
                agency'' for a company that is not a depository 
                institution or depository institution holding 
                company shall be the Federal banking agency on 
                whose behalf the person described in paragraph 
                (1) performed the functions described in 
                paragraph (1)(B).

           *       *       *       *       *       *       *

                              ----------                              


                          FEDERAL RESERVE ACT



           *       *       *       *       *       *       *
                    powers of federal reserve banks.

  Sec. 13. Any Federal reserve bank may receive from any of its 
member banks or other depository institutions, and from the 
United States, deposits of current funds in lawful money, 
national-bank notes, Federal reserve notes, or checks, and 
drafts, payable upon presentation or other items, and also, for 
collection, maturing notes and bills; or, solely for purposes 
of exchange or of collection, may receive from other Federal 
reserve banks deposits of current funds in lawful money, 
national-bank notes, or checks upon other Federal reserve 
banks, and checks and drafts, payable upon presentation within 
its district or other items, and maturing notes and bills 
payable within its district; or, solely for the purposes of 
exchange or of collection, may receive from any nonmember bank 
or trust company or other depository institution deposits of 
current funds in lawful money, national-bank notes, Federal 
reserve notes, checks and drafts payable upon presentation or 
other items, or maturing notes and bills: Provided, Such 
nonmember bank or trust company or other depository institution 
maintains with the Federal reserve bank of its district a 
balance in such amount as the Board determines taking into 
account items in transit, services provided by the Federal 
Reserve bank, and other factors as the Board may deem 
appropriate: Provided further, That nothing in this or any 
other section of this Act shall be construed as prohibiting a 
member or nonmember bank or other depository institution from 
making reasonable charges, to be determined and regulated by 
the Board of Governors of the Federal Reserve System, but in no 
case to exceed 10 cents per $100 or fraction thereof, based on 
the total of checks and drafts presented at any one time, for 
collection or payment of checks and drafts and remission 
therefor by exchange or otherwise; but no such charges shall be 
made against the Federal reserve banks.
   Upon the indorsement of any of its member banks, which shall 
be deemed a waiver of demand, notice and protest by such bank 
as to its own indorsement exclusively, any Federal reserve bank 
may discount notes, drafts, and bills of exchange arising out 
of actual commercial transactions; that is, notes, drafts, and 
bills of exchange issued or drawn for agricultural, industrial, 
or commercial purposes, or the proceeds of which have been 
used, or are to be used, for such purposes, the Board of 
Governors of the Federal Reserve System to have the right to 
determine or define the character of the paper thus eligible 
for discount, within the meaning of this Act. Nothing in this 
Act contained shall be construed to prohibit such notes, 
drafts, and bills of exchange, secured by staple agricultural 
products, or other goods, wares, or merchandise from being 
eligible for such discount, and the notes, drafts, and bills of 
exchange of factors issued as such making advances exclusively 
to producers of staple agricultural products in their raw state 
shall be eligible for such discount; but such definition shall 
not include notes, drafts, or bills covering merely investments 
or issued or drawn for the purpose of carrying or trading in 
stocks, bonds, or other investment securities, except bonds and 
notes of the Government of the United States. Notes, drafts, 
and bills admitted to discount under the terms of this 
paragraph must have a maturity at the time of discount of not 
more than 90 days, exclusive of grace.
  (3)(A) In unusual and exigent circumstances, the Board of 
Governors of the Federal Reserve System, by the affirmative 
vote of not less than five members, may authorize any Federal 
reserve bank, during such periods as the said board may 
determine, at rates established in accordance with the 
provisions of section 14, subdivision (d), of this Act, to 
discount for any participant in any program or facility with 
broad-based eligibility, notes, drafts, and bills of exchange 
when such notes, drafts, and bills of exchange are indorsed or 
otherwise secured to the satisfaction of the Federal Reserve 
bank: Provided, That before discounting any such note, draft, 
or bill of exchange, the Federal reserve bank shall obtain 
evidence that such participant in any program or facility with 
broad-based eligibility is unable to secure adequate credit 
accommodations from other banking institutions. All such 
discounts for any participant in any program or facility with 
broad-based eligibility shall be subject to such limitations, 
restrictions, and regulations as the Board of Governors of the 
Federal Reserve System may prescribe.
          (B)(i) As soon as is practicable after the date of 
        enactment of this subparagraph, the Board shall 
        establish, by regulation, in consultation with the 
        Secretary of the Treasury, the policies and procedures 
        governing emergency lending under this paragraph. Such 
        policies and procedures shall be designed to ensure 
        that any emergency lending program or facility is for 
        the purpose of providing liquidity to the financial 
        system, and not to aid a failing financial company, and 
        that the security for emergency loans is sufficient to 
        protect taxpayers from losses and that any such program 
        is terminated in a timely and orderly fashion. The 
        policies and procedures established by the Board shall 
        require that a Federal reserve bank assign, consistent 
        with sound risk management practices and to ensure 
        protection for the taxpayer, a lendable value to all 
        collateral for a loan executed by a Federal reserve 
        bank under this paragraph in determining whether the 
        loan is secured satisfactorily for purposes of this 
        paragraph.
                  (ii) The Board shall establish procedures to 
                prohibit borrowing from programs and facilities 
                by borrowers that are insolvent. Such 
                procedures may include a certification from the 
                chief executive officer (or other authorized 
                officer) of the borrower, at the time the 
                borrower initially borrows under the program or 
                facility (with a duty by the borrower to update 
                the certification if the information in the 
                certification materially changes), that the 
                borrower is not insolvent. A borrower shall be 
                considered insolvent for purposes of this 
                subparagraph, if the borrower is in 
                bankruptcy[, resolution under title II of the 
                Dodd-Frank Wall Street Reform and Consumer 
                Protection Act, or] or is subject to resolution 
                under any other Federal or State insolvency 
                proceeding.
                  (iii) A program or facility that is 
                structured to remove assets from the balance 
                sheet of a single and specific company, or that 
                is established for the purpose of assisting a 
                single and specific company avoid bankruptcy[, 
                resolution under title II of the Dodd-Frank 
                Wall Street Reform and Consumer Protection Act, 
                or] or resolution under any other Federal or 
                State insolvency proceeding, shall not be 
                considered a program or facility with broad-
                based eligibility.
                  (iv) The Board may not establish any program 
                or facility under this paragraph without the 
                prior approval of the Secretary of the 
                Treasury.
          (C) The Board shall provide to the Committee on 
        Banking, Housing, and Urban Affairs of the Senate and 
        the Committee on Financial Services of the House of 
        Representatives--
                  (i) not later than 7 days after the Board 
                authorizes any loan or other financial 
                assistance under this paragraph, a report that 
                includes--
                          (I) the justification for the 
                        exercise of authority to provide such 
                        assistance;
                          (II) the identity of the recipients 
                        of such assistance;
                          (III) the date and amount of the 
                        assistance, and form in which the 
                        assistance was provided; and
                          (IV) the material terms of the 
                        assistance, including--
                                  (aa) duration;
                                  (bb) collateral pledged and 
                                the value thereof;
                                  (cc) all interest, fees, and 
                                other revenue or items of value 
                                to be received in exchange for 
                                the assistance;
                                  (dd) any requirements imposed 
                                on the recipient with respect 
                                to employee compensation, 
                                distribution of dividends, or 
                                any other corporate decision in 
                                exchange for the assistance; 
                                and
                                  (ee) the expected costs to 
                                the taxpayers of such 
                                assistance; and
                  (ii) once every 30 days, with respect to any 
                outstanding loan or other financial assistance 
                under this paragraph, written updates on--
                          (I) the value of collateral;
                          (II) the amount of interest, fees, 
                        and other revenue or items of value 
                        received in exchange for the 
                        assistance; and
                          (III) the expected or final cost to 
                        the taxpayers of such assistance.
          (D) The information required to be submitted to 
        Congress under subparagraph (C) related to--
                  (i) the identity of the participants in an 
                emergency lending program or facility commenced 
                under this paragraph;
                  (ii) the amounts borrowed by each participant 
                in any such program or facility;
                  (iii) identifying details concerning the 
                assets or collateral held by, under, or in 
                connection with such a program or facility,
                shall be kept confidential, upon the written 
                request of the Chairman of the Board, in which 
                case such information shall be made available 
                only to the Chairpersons or Ranking Members of 
                the Committees described in subparagraph (C).
          [(E) If an entity to which a Federal reserve bank has 
        provided a loan under this paragraph becomes a covered 
        financial company, as defined in section 201 of the 
        Dodd-Frank Wall Street Reform and Consumer Protection 
        Act, at any time while such loan is outstanding, and 
        the Federal reserve bank incurs a realized net loss on 
        the loan, then the Federal reserve bank shall have a 
        claim equal to the amount of the net realized loss 
        against the covered entity, with the same priority as 
        an obligation to the Secretary of the Treasury under 
        section 210(b) of the Dodd-Frank Wall Street Reform and 
        Consumer Protection Act. ]
   Upon the indorsement of any of its member banks, which shall 
be deemed a waiver of demand, notice, and protest by such bank 
as to its own indorsement exclusively, and subject to 
regulations and limitations to be prescribed by the Board of 
Governors of the Federal Reserve System, any Federal reserve 
bank may discount or purchase bills of exchange payable at 
sight or on demand which grow out of the domestic shipment or 
the exportation of nonperishable, readily marketable 
agricultural and other staples and are secured by bills of 
lading or other shipping documents conveying or securing title 
to such staples: Provided, That all such bills of exchange 
shall be forwarded promptly for collection, and demand for 
payment shall be made with reasonable promptness after the 
arrival of such staples at their destination: Provided further, 
That no such bill shall in any event be held by or for the 
account of a Federal reserve bank for a period in excess of 
ninety days. In discounting such bills Federal reserve banks 
may compute the interest to be deducted on the basis of the 
estimated life of each bill and adjust the discount after 
payment of such bills to conform to the actual life thereof.
   The aggregate of notes, drafts, and bills upon which any 
person, copartnership, association, or corporation is liable as 
maker, acceptor, indorser, drawer, or guarantor, rediscounted 
for any member bank, shall at no time exceed the amount for 
which such person, copartnership, association, or corporation 
may lawfully become liable to a national banking association 
under the terms of section 5200 of the Revised Statutes, as 
amended: Provided, however, That nothing in this paragraph 
shall be construed to change the character or class of paper 
now eligible for rediscount by Federal reserve banks.
   Any Federal reserve bank may discount acceptances of the 
kinds hereinafter described, which have a maturity at the time 
of discount of not more than 90 days' sight, exclusive of days 
of grace, and which are indorsed by at least one member bank: 
Provided, That such acceptances if drawn for an agricultural 
purpose and secured at the time of acceptance by warehouse 
receipts or other such documents conveying or securing title 
covering readily marketable staples may be discounted with a 
maturity at the time of discount of not more than six months' 
sight exclusive of days of grace.
  (7)(A) Any member bank and any Federal or State branch or 
agency of a foreign bank subject to reserve requirements under 
section 7 of the International Banking Act of 1978 (hereinafter 
in this paragraph referred to as ``institutions''), may accept 
drafts or bills of exchange drawn upon it having not more than 
six months' sight to run, exclusive of days of grace--
          (i) which grow out of transactions involving the 
        importation or exportation of goods;
          (ii) which grow out of transactions involving the 
        domestic shipment of goods; or
          (iii) which are secured at the time of acceptance by 
        a warehouse receipt or other such document conveying or 
        securing title covering readily marketable staples.
  (B) Except as provided in subparagraph (C), no institution 
shall accept such bills, or be obligated for a participation 
share in such bills, in an amount equal at any time in the 
aggregate to more than 150 per centum of its paid up and 
unimpaired capital stock and surplus or, in the case of a 
United States branch or agency of a foreign bank, its dollar 
equivalent as determined by the Board under subparagraph (H).
  (C) The Board, under such conditions as it may prescribe, may 
authorize, by regulation or order, any institution to accept 
such bills, or be obligated for a participation share in such 
bills, in an amount not exceeding at any time in the aggregate 
200 per centum of its paid up and unimpaired capital stock and 
surplus or, in the case of a United States branch or agency of 
a foreign bank, its dollar equivalent as determined by the 
Board under subparagraph (H).
  (D) Notwithstanding subparagraphs (B) and (C), with respect 
to any institution, the aggregate acceptances, including 
obligations for a participation share in such acceptances, 
growing out of domestic transactions shall not exceed 50 per 
centum of the aggregate of all acceptances, including 
obligations for a participation share in such acceptances, 
authorized for such institution under this paragraph.
  (E) No institution shall accept bills, or be obligated for a 
participation share in such bills, whether in a foreign or 
domestic transaction, for any one person, partnership, 
corporation, association or other entity in an amount equal at 
any time in the aggregate to more than 10 per centum of its 
paid up and unimpaired capital stock and surplus, or, in the 
case of a United States branch or agency of a foreign bank, its 
dollar equivalent as determined by the Board under subparagraph 
(H), unless the institution is secured either by attached 
documents or by some other actual security growing out of the 
same transaction as the acceptance.
  (F) With respect to an institution which issues an 
acceptance, the limitations contained in this paragraph shall 
not apply to that portion of an acceptance which is issued by 
such institution and which is covered by a participation 
agreement sold to another institution.
  (G) In order to carry out the purposes of this paragraph, the 
Board may define any of the terms used in this paragraph, and, 
with respect to institutions which do not have capital or 
capital stock, the Board shall define an equivalent measure to 
which the limitations contained in this paragraph shall apply.
  (H) Any limitation or restriction in this paragraph based on 
paid-up and unimpaired capital stock and surplus of an 
institution shall be deemed to refer, with respect to a United 
States branch or agency of a foreign bank, to the dollar 
equivalent of the paid-up capital stock and surplus of the 
foreign bank, as determined by the Board, and if the foreign 
bank has more than one United States branch or agency, the 
business transacted by all such branches and agencies shall be 
aggregated in determining compliance with the limitation or 
restriction.
  Any Federal reserve bank may make advances for periods not 
exceeding fifteen days to its member banks on their promissory 
notes secured by the deposit or pledge of bonds, notes, 
certificates of indebtedness or Treasury bills of the United 
States, or by the deposit or pledge of debentures or other such 
obligations of Federal intermediate credit banks which are 
eligible for purchase by Federal reserve banks under section 13 
(a) of this Act, or by the deposit or pledge of bonds issued 
under the provisions of subsection (c) of section 4 of the Home 
Owners' Loan Act of 1933, as amended; and any Federal reserve 
bank may make advances for periods not exceeding ninety days to 
its member banks on their promissory notes secured by such 
notes, drafts, bills of exchange, or bankers' acceptances as 
are eligible for rediscount or for purchase by Federal reserve 
banks under the provisions of this Act, or secured by such 
obligations as are eligible for purchase under section 14(b) of 
this Act. All such advances shall be made at rates to be 
established by such Federal reserve banks, such rates to be 
subject to the review and determination of the Board of 
Governors of the Federal Reserve System. If any member bank to 
which any such advance has been made shall, during the life or 
continuance of such advance, and despite an official warning of 
the reserve bank of the district or of the Board of Governors 
of the Federal Reserve System to the contrary, increase its 
outstanding loans secured by collateral in the form of stocks, 
bonds, debentures, or other such obligations, or loans made to 
members of any organized stock exchange, investment house, or 
dealer in securities, upon any obligation, note, or bill, 
secured or unsecured, for the purpose of purchasing and/or 
carrying stocks, bonds, or other investment securities (except 
obligations of the United States) such advance shall be deemed 
immediately due and payable, and such member bank shall be 
ineligible as a borrower at the reserve bank of the district 
under the provisions of this paragraph for such period as the 
Board of Governors of the Federal Reserve System shall 
determine: Provided, That no temporary carrying or clearance 
loans made solely for the purpose of facilitating the purchase 
or delivery of securities offered for public subscription shall 
be included in the loans referred to in this paragraph.
  
  The discount and rediscount and the purchase and sale by any 
Federal reserve bank of any bills receivable and of domestic 
and foreign bills of exchange, and of acceptances authorized by 
this Act, shall be subject to such restrictions, limitations, 
and regulations as may be imposed by the Board of Governors of 
the Federal Reserve System. (Omitted from U.S. Code)
  That in addition to the powers not vested by law in national 
banking associations organized under the laws of the United 
States any such association located and doing business in any 
place the population of which does not exceed five thousand 
inhabitants, as shown by the last preceding decennial census, 
may, under such rules and regulations as may be prescribed by 
the Comptroller of the Currency, act as the agent for any fire, 
life, or other insurance company authorized by the authorities 
of the State in which said bank is located to do business in 
said State, by soliciting and selling insurance and collecting 
premiums on policies issued by such company; and may receive 
for services so rendered such fees or commissions as may be 
agreed upon between the said association and the insurance 
company for which it may act as agent: Provided, however, That 
no such bank shall in any case assume or guarantee the payment 
of any premium on insurance policies issued through its agency 
by its principal: And provided further, That the bank shall not 
guarantee the truth of any statement made by an assured in 
filing his application for insurance.
  Any member bank may accept drafts or bills of exchange drawn 
upon it having not more than three months' sight to run, 
exclusive of days of grace, drawn under regulations to be 
prescribed by the Board of Governors of the Federal Reserve 
System by banks or bankers in foreign countries or dependencies 
or insular possessions of the United States for the purpose of 
furnishing dollar exchange as required by the usages of trade 
in the respective countries, dependencies, or insular 
possessions. Such drafts or bills may be acquired by Federal 
reserve banks in such amounts and subject to such regulations, 
restrictions, and limitations as may be prescribed by the Board 
of Governors of the Federal Reserve System: Provided, however, 
That no member bank shall accept such drafts or bills of 
exchange referred to this paragraph for any one bank to an 
amount exceeding in the aggregate ten per centum of the paid-up 
and unimpaired capital and surplus of the accepting bank unless 
the draft or bill of exchange is accompanied by documents 
conveying or securing title or by some other adequate security: 
Provided further, That no member bank shall accept such drafts 
or bills in an amount exceeding at any time the aggregate of 
one-half of its paid-up and unimpaired capital and surplus. 
(Omitted from U.S. Code)
  Subject to such limitations, restrictions and regulations as 
the Board of Governors of the Federal Reserve System may 
prescribe, any Federal reserve bank may make advances to any 
individual, partnership or corporation on the promissory notes 
of such individual, partnership or corporation secured by 
direct obligations of the United States or by any obligation 
which is a direct obligation of, or fully guaranteed as to 
principal and interest by, any agency of the United States. 
Such advances shall be made for periods not exceeding 90 days 
and shall bear interest at rates fixed from time to time by the 
Federal reserve bank, subject to the review and determination 
of the Board of Governors of the Federal Reserve System.
  Subject to such restrictions, limitations, and regulations as 
may be imposed by the Board of Governors of the Federal Reserve 
System, each Federal Reserve bank may receive deposits from, 
discount paper endorsed by, and make advances to any branch or 
agency of a foreign bank in the same manner and to the same 
extent that it may exercise such powers with respect to a 
member bank if such branch or agency is maintaining reserves 
with such Reserve bank pursuant to section 7 of the 
International Banking Act of 1978. In exercising any such 
powers with respect to any such branch or agency, each Federal 
Reserve bank shall give due regard to account balances being 
maintained by such branch or agency with such Reserve bank and 
the proportion of the assets of such branch or agency being 
held as reserves under section 7 of the International Banking 
Act of 1978. For the purposes of this paragraph, the terms 
``branch,''``agency,'' and ``foreign bank'' shall have the same 
meanings assigned to them in section 1 of the International 
Banking Act of 1978.

           *       *       *       *       *       *       *




                             MINORITY VIEWS

    Democrats strongly oppose H.R. 4894, a bill that repeals 
the emergency Dodd-Frank authority to wind-down a financial 
institution whose failure would threaten the stability of the 
U.S. economy. The financial crisis of 2008 highlighted the 
limitations of both resolution-planning by mega financial firms 
and the limits of the U.S. government to resolve those firms. 
Beginning with the failure of Bear Stearns in early 2008, and 
then followed in quick succession by several other entities 
including Lehman Brothers and AIG, the U.S. Government faced 
the choice of either bailing out a failing entity, subsidizing 
the acquisition of the entity by another (likely larger) 
financial institution, or risking a disorderly bankruptcy.
    Democrats in the Congress and the Obama Administration 
worked together to pass the Dodd-Frank Wall Street Reform and 
Consumer Protection Act to ensure that no individual financial 
institution could ever hold the American public hostage again. 
As part of our collective efforts to reform the markets, 
Congress sought to end the ability of a single financial firm 
to threaten our economy by requiring the mega banks to hold 
more capital, de-risk, and when necessary become smaller by 
selling off assets.
    Each of these institutions would have to create a ``living 
will'' to demonstrate how they could be liquidated or resolved 
in an ordinary bankruptcy and if they couldn't do so, the 
regulators are directed to impose more stringent regulatory 
measures, including enhanced capital, leverage or liquidity 
requirements, restriction in growth or activities, and, 
eventually, divestiture requirements. Importantly, the Dodd-
Frank Act is explicit that bankruptcy is the preferred approach 
for resolving all financial firms, including the most 
interconnected mega institutions.
    Nevertheless, Congress also recognized that the markets are 
not static and that even the best of plans may fail to 
accurately predict the future. Therefore, the Dodd-Frank Act 
also created an emergency resolution authority, modeled after 
the successful bank resolution authority at the FDIC.
    And, the U.S. was not alone in creating this new resolution 
mechanism. All of the G-20 countries have also committed to 
implementing a similar authority. The G-20, and especially the 
European Union and the UK, have been working very closely with 
our regulators to coordinate the orderly resolution of large 
transnational banks. H.R. 4894, however, would erase these 
important steps to coordinate internationally and expose our 
economy once more to economic ruin.
    What is most disconcerting about the Republican effort to 
force all institutions through bankruptcy, regardless of 
whether they actually can do so, is that the banking regulators 
announced on April 13th 2016 that five of the eight largest 
banks could not currently be resolved in bankruptcy without 
destabilizing the U.S. economy. This joint determination now 
begins the clock for the financial firms to either address 
their deficiencies or be broken up into smaller pieces. But 
until then, and because we recognize that we cannot foresee the 
next AIG, we absolutely should not repeal the only mechanism to 
terminate a failing megabank.
    Committee Republicans have suggested that efforts to 
improve the bankruptcy code, including H.R. 2947, are 
sufficient to unwind these megabanks, but they are mistaken. 
One important reason is that Republicans have been unwilling to 
authorize a bankruptcy court with access to government-backed 
liquidity during the bankruptcy of a large firm, which would be 
necessary during times of market stress. For this and other 
reasons, Richard Levin of the National Bankruptcy Conference 
testified before the Judiciary Committee on July 9th 2015 that:

          The Conference strongly believes that laws in place 
        with regard to a regulator-controlled SIFI 
        [Systemically Important Financial Institution] 
        resolution process, like the Federal Deposit Insurance 
        Act (``FDIA'') and Orderly Liquidation Authority under 
        Title II of the Dodd-Frank Act (``OLA''), should 
        continue to be available even if special provisions are 
        added to the Bankruptcy Code to attempt to facilitate 
        the resolution of SIFIs in bankruptcy. The Conference 
        accordingly opposes provisions that would suspend or 
        limit the powers regulators now possess with regard to 
        the resolution of SIFIs.

    Republicans also have pointed to the approximately $20 
billion in purported savings the Congressional Budget Office 
(CBO) identified in a cost estimate of repealing the Title II 
authority. However, the Republicans fail to acknowledge that 
Dodd-Frank explicitly requires that taxpayers bear no loss, and 
that the FDIC shall impose a fee to recoup any unpaid expenses 
on the remaining mega financial institutions. While CHO 
assesses a budgetary savings to repealing the OLA, it points 
out that ``the recoupment of [OLA] expenses will ultimately 
equal the expenses, but not within the 10-year period'' because 
the recoupment comes via an ex post fee assessed on the mega 
financial institutions. It is also pennywise and pound foolish 
to celebrate saving an illusory $20 billion when compared to 
the trillions of dollars American homeowners, retirees and the 
public could lose once again.
    For all of these reasons, Democrats rejected this extremist 
ideology and opposed H.R. 4894.
                                   Maxine Waters.
                                   Ed Perlmutter.
                                   Ruben Hinojosa.

                                  [all]