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Each depositor insured to at least $250,000 per insured bank

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7500 - FRB Regulations


JUDICIAL REVIEW

SEC. 9.  Any party aggrieved by an order of the Board under this Act may obtain a review of such order in the United States Court of Appeals within any circuit wherein such party has its principal place of business, or in the Court of Appeals in the District of Columbia, by filing in the court, within thirty days after the entry of the Board's order, a petition praying that the order of the Board be set aside. A copy of such petition shall be forthwith transmitted to the Board by the clerk of the court, and thereupon the Board shall file in the court the record made before the Board, as provided in section 2112 of title 28, United States Code. Upon the filing of such petition the court shall have jurisdiction to affirm, set aside, or modify the order of the Board and to require the Board to take such action with regard to the matter under review as the court deems proper. The findings of the Board as to the facts, if supported by substantial evidence, shall be conclusive.

[Codified to 12 U.S.C. 1848]

[Source:  Section 9 of the Act of May 9, 1956 (Pub. L. No. 511; 70 Stat. 138), effective May 9, 1956, as amended by section 34 of the Act of August 28, 1958 (Pub. L. No. 85--791; 72 Stat. 951), effective August 28, 1958; and section 10 of the Act of July 1, 1966 (Pub. L. No. 89--485; 80 Stat. 240), effective July 1, 1966]

SEC. 10A.  [Repealed]

[Codified to 12 U.S.C. 1848a]

[Source: Section 10A of the Act of May 9, 1956 (Pub. L. No. 511; 70 Stat. 138), effective May 9, 1956, as added by section 113 of title I of the Act of November 12, 1999 (Pub. L. No. 106--102) 113 Stat; 1369), effective March 12, 2000; as repealed by section 604(c)(2) of title VI of the Act of July 21, 2010 (Pub. L. No. 111--203; 124 Stat. 1601), effective July 21, 2010]

SAVING PROVISION

SEC. 11  (a)  GENERAL RULE.--Nothing herein contained shall be interpreted or construed as approving any act, action, or conduct which is or has been or may be in violation of existing law, nor shall anything herein contained constitute a defense to any action, suit, or proceeding pending or hereafter instituted on account of any prohibited antitrust or monopolistic act, action, or conduct, except as specifically provided in this section.

[Codified to 12 U.S.C. 1849(a)]

[Source:  Section 11(a) of the Act of May 9, 1956 (Pub. L. No. 511; 70 Stat. 146), effective May 9, 1956, as amended by section 11 of the Act of July 1, 1966 (Pub. L. No. 89-485; 80 Stat. 240), effective July 1, 1966]

(b)   ANTITRUST REVIEW.--

(1)   IN GENERAL.--The Board shall immediately notify the Attorney General of any approval by it pursuant to section 3 of a proposed acquisition, merger, or consolidation transaction and, if the transaction also involves an acquisition under section 4, the Board shall also notify the Federal Trade Commission of such approval. If the Board has found that it must act immediately in order to prevent the probable failure of a bank or bank holding company involved in any such transaction, the transaction may be consummated immediately upon approval by the Board. If the Board has advised the Comptroller of the Currency or the State supervisory authority, as the case may be, of the existence of an emergency requiring expeditious action and has required the submission of views and recommendations within ten days, the transaction may not be consummated before the fifth calendar day after the date of approval by the Board. In all other cases, the transaction may not be consummated before the thirtieth calendar day after the date of approval by the Board or, if the Board has not received any adverse comment from the Attorney General of the United States relating to competitive factors, such shorter period of time as may be prescribed by the Board with the concurrence of the Attorney General, but in no event less than 15 calendar days after the date of approval. Any action brought under the antitrust laws arising out of an acquisition, merger, or consolidation transaction approved under section 3 shall be commenced prior to the earliest time under this subsection at which the transaction approval under section 3 might be consummated. The commencement of such an action shall stay the effectiveness of the Board's approval unless the court shall otherwise specifically order. In any such action, the court shall review de novo the issues presented. In any judicial proceeding attacking any acquisition, merger, or consolidation transaction approved pursuant to section 3 on the ground that such transaction alone and of itself constituted a violation of any antitrust laws other than section 2 of the Act of July 2, 1890 (section 2 of the Sherman Antitrust Act, 15 U.S.C. 2), the standards applied by the court shall be identical with those that the Board is directed to apply under section 3 of this Act. Upon the consummation of an acquisition, merger, or consolidation transaction approved under section 3 in compliance with this Act and after the termination of any antitrust litigation commenced within the period prescribed in this section, or upon the termination of such period if no such litigation is commenced therein, the transaction may not thereafter be attacked in any judicial proceeding on the ground that it alone and of itself constituted a violation of any antitrust laws other than section 2 of the Act of July 2, 1890 (section 2 of the Sherman Antitrust Act, 15 U.S.C. 2), but nothing in this Act shall exempt any bank holding company involved in such a transaction from complying with the antitrust laws after the consummation of such transaction.

(2)   SECTION 13(f) SECTION --(A)  If--

(i)  the Federal Deposit Insurance Corporation learns that a bank insured by such Corporation is in danger of closing; and

(ii)  the Corporation is considering assisting the acquisition of such bank and its affiliated banks by another bank or holding company under section 13(f) of the Federal Deposit Insurance Act and such acquisition is subject to the approval of the Board under section 3 of this Act,

the Corporation shall immediately notify the Board of such facts.

(B)  Upon receipt of notice from the Federal Deposit Insurance Corporation under subparagraph (A) or at such earlier time as deemed appropriate by the Board, the Board shall immediately notify the Attorney General of the United States of the facts concerning the possible acquisition.

(C)  Within 5 days of receiving notice under subparagraph (B), the Attorney General shall notify the Board in writing of the Attorney General's preliminary finding as to the consistency of the possible acquisition with the antitrust laws.

(D)  The Board may reduce or eliminate the post-approval waiting period established under paragraph (1) for an acquisition to which this paragraph applies, except that such period may not be eliminated or reduced to less than 5 days without the concurrence of the Attorney General.

[Codified to 12 U.S.C. 1849(b)]

[Source:  Section 11(b) of the Act of May 9, 1956 (Pub. L. No. 511), as added by section 11 of the Act of July 1, 1966 (Pub. L. No. 89--485; 80 Stat. 240), effective July 1, 1966 and as amended by sections 104(a)(1), 104(a)(2), and 104(a)(3) of title I of the Act of December 31, 1970 (Pub. L. No. 91--607; 84 Stat. 1766), effective December 31, 1970; section 303 of title III of the Act of November 16, 1977 (Pub. L. No. 95--188; 91 Stat. 1390), effective November 16, 1977; section 502(h)(3) of title V of the Act of August 10, 1987 (Pub. L. No. 100--86; 101 Stat. 628), effective August 10, 1987; section 321(a) of title III of the Act of September 23, 1994 (Pub. L. No. 103--325; 108 Stat. 2226), effective September 23, 1994; section 131 of title I of the Act of November 2, 1999 (Pub. L. No. 106--102; 113 Stat. 1382), effective March 12, 2000]

(c)  ANTITRUST PROCEEDINGS; BOARD AND STATE BANKING AGENCY AS PARTY; REPRESENTATION BY COUNSEL.--In any action brought under the antitrust laws arising out of any acquisition, merger, or consolidation transaction approved by the Board under section 3 of this Act, the Board and any State banking supervisory agency having jurisdiction within the State involved, may appear as a party of its own motion and as of right, and be represented by its counsel.

[Codified to 12 U.S.C. 1849(c)]

[Source:  Section 11(c) of the Act of May 9, 1956 (Pub. L. No. 511), as added by section 11 of the Act of July 1, 1966 (Pub. L. No. 89--485; 80 Stat. 240), effective July 1, 1966 and as amended by section 104(b) of title I of the Act of December 31, 1970 (Pub. L. No. 91--607; 84 Stat. 1766), effective December 31, 1970]

(d)  TREATMENT OF MERGER TRANSACTIONS CONSUMMATED PRIOR OR SUBSEQUENT TO MAY 9, 1956, AND NOT IN LITIGATION PRIOR TO JULY 1, 1966.--Any acquisition, merger, or consolidation of the kind described in section 3(a) of this Act which was consummated at any time prior or subsequent to May 9, 1956, and as to which no litigation was initiated by the Attorney General prior to the date of enactment of this amendment, shall be conclusively presumed not to have been in violation of any antitrust laws other than section 2 of the Act of July 2, 1890 (section 2 of the Sherman Antitrust Act, 15 U.S.C. 2).

[Codified to 12 U.S.C. 1849(d)]

[Source:  Section 11(d) of the Act of May 9, 1956 (Pub. L. No. 511), as added by section 11 of the Act of July 1, 1966 (Pub. L. No. 89--485; 80 Stat. 240), effective July 1, 1966]

(e)  ANTITRUST LITIGATION; SUBSTANTIVE LAW APPLICABLE TO PROCEEDINGS PENDING ON OR AFTER JULY 1, 1966, WITH RESPECT TO MERGER TRANSACTIONS.--Any court having pending before it on or after the date of enactment of this amendment any litigation initiated under the antitrust laws by the Attorney General with respect to any acquisition, merger, or consolidation of the kind described in section 3(a) of this Act shall apply the substantive rule of law set forth in section 3 of this Act.

[Codified to 12 U.S.C. 1849(e)]

[Source:  Section 11(e) of the Act of May 9, 1956 (Pub. L. No. 511), as added by section 11 of the Act of July 1, 1966 (Pub. L. No. 89--485; 80 Stat. 241), effective July 1, 1966]

(f)  ``ANTITRUST LAWS'' DEFINED.--For the purposes of this section, the term "antitrust laws" means the Act of July 2, 1890 (the Sherman Antitrust Act, 15 U.S.C. 1-7), the Act of October 15, 1914 (the Clayton Act, 15 U.S.C. 12-27), and any other Acts in pari materia.

[Codified to 12 U.S.C. 1849(f)]

[Source:  Section 11(f) of the Act of May 9, 1956 (Pub. L. No. 511), as added by section 11 of the Act of July 1, 1966 (Pub. L. No. 89--485; 80 Stat. 241), effective July 1, 1966]


SEC. 105.  ACQUISITION OF SUBSIDIARY AND TYING ARRANGEMENT: FEDERAL RESERVE BOARD PROCEEDING; APPLICATION FOR AUTHORIZATION; COMPETITOR OR AS PARTY IN INTEREST AND PERSON AGGRIEVED; JUDICIAL REVIEW.

With respect to any proceeding before the Federal Reserve Board wherein an applicant seeks authority to acquire a subsidiary which is a bank under section 1842 of this title or to engage in an activity otherwise prohibited under chapter 22 of this title, a party who would become a competitor of the applicant or subsidiary thereof by virtue of the applicant's or its subsidiary's acquisition, entry into the business involved, or activity, shall have the right to be a party in interest in the proceeding and, in the event of an adverse order of the Board, shall have the right as an aggrieved party to obtain judicial review thereof as provided in section 1848 of this title or as otherwise provided by law.

[Codified to 12 U.S.C 1850]

[Source: Section 105 of title I of the Act of December 31, 1970 (Pub. L. No. 91-607; 84 Stat. 1766; section 102(b)(1) of title I of the Act of November 12, 1999 (Pub. L. No. 106--102; 113 Stat. 1341), effective November 12, 1999]

SEC. 618.  SECURITIES HOLDING COMPANIES.

(a)  DEFINITIONS.--In this section--

(1)  the term "associated person of a securities holding company" means a person directly or indirectly controlling, controlled by, or under common control with, a securities holding company;

(2)  the term "foreign bank" has the same meaning as in section 1(b)(7) of the International Banking Act of 1978 (12 U.S.C. 3101(7));

(3)  the term "insured bank" has the same meaning as in section 3 of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(4)  the term "securities holding company"--

(A)  means--

(i)  a person (other than a natural person) that owns or controls 1 or more brokers or dealers registered with the Commission; and

(ii)  the associated persons of a person described in clause (i); and

(B)  does not include a person that is--

(i)  a nonbank financial company supervised by the Board under title I;

(ii)  an insured bank (other than an institution described in subparagraphs (D), (F), or (H) of section 2(c)(2) of the Bank Holding Company Act of 1956 (12 U.S.C. 1841(c)(2)) or a savings association;

(iii)  an affiliate of an insured bank (other than an institution described in subparagraphs (D), (F), or (H) of section 2(c)(2) of the Bank Holding Company Act of 1956 (12 U.S.C. 1841(c)(2)) or an affiliate of a savings association;

(iv)  a foreign bank, foreign company, or company that is described in section 8(a) of the International Banking Act of 1978 (12 U.S.C. 3106(a));

(v)  a foreign bank that controls, directly or indirectly, a corporation chartered under section 25A of the Federal Reserve Act (12 U.S.C. 611 et seq.); or

(vi)  subject to comprehensive consolidated supervision by a foreign regulator;

(5)  the term "supervised securities holding company" means a securities holding company that is supervised by the Board of Governors under this section; and

(6)  the terms "affiliate", "bank", "bank holding company", "company", "control", "savings association", and "subsidiary" have the same meanings as in section 2 of the Bank Holding Company Act of 1956.

(b)  SUPERVISION OF A SECURITIES HOLDING COMPANY NOT HAVING A BANK OR SAVINGS ASSOCIATION AFFILIATE.--

(1)  IN GENERAL.--A securities holding company that is required by a foreign regulator or provision of foreign law to be subject to comprehensive consolidated supervision may register with the Board of Governors under paragraph (2) to become a supervised securities holding company. Any securities holding company filing such a registration shall be supervised in accordance with this section, and shall comply with the rules and orders prescribed by the Board of Governors applicable to supervised securities holding companies.

(2)  REGISTRATION AS A SUPERVISED SECURITIES HOLDING COMPANY.--

(A)  REGISTRATION.--A securities holding company that elects to be subject to comprehensive consolidated supervision shall register by filing with the Board of Governors such information and documents as the Board of Governors, by regulation, may prescribe as necessary or appropriate in furtherance of the purposes of this section.

(B)  EFFECTIVE DATE.--A securities holding company that registers under subparagraph (A) shall be deemed to be a supervised securities holding company, effective on the date that is 45 days after the date of receipt of the registration information and documents under subparagraph (A) by the Board of Governors, or within such shorter period as the Board of Governors, by rule or order, may determine.

(c)  SUPERVISION OF SECURITIES HOLDING COMPANIES.--

(1)  RECORDKEEPING AND REPORTING.--

(A)  RECORDKEEPING AND REPORTING REQUIRED.--Each supervised securities holding company and each affiliate of a supervised securities holding company shall make and keep for periods determined by the Board of Governors such records, furnish copies of such records, and make such reports, as the Board of Governors determines to be necessary or appropriate to carry out this section, to prevent evasions thereof, and to monitor compliance by the supervised securities holding company or affiliate with applicable provisions of law.

(B)  FORM AND CONTENTS.--

(i)  IN GENERAL.--Any record or report required to be made, furnished, or kept under this paragraph shall--

(I)  be prepared in such form and according to such specifications (including certification by a registered public accounting firm), as the Board of Governors may require; and

(II)  be provided promptly to the Board of Governors at any time, upon request by the Board of Governors.

(ii)  CONTENTS.--Records and reports required to be made, furnished, or kept under this paragraph may include--

(I)  a balance sheet or income statement of the supervised securities holding company or an affiliate of a supervised securities holding company;

(II)  an assessment of the consolidated capital and liquidity of the supervised securities holding company;

(III)  a report by an independent auditor attesting to the compliance of the supervised securities holding company with the internal risk management and internal control objectives of the supervised securities holding company; and

(IV)  a report concerning the extent to which the supervised securities holding company or affiliate has complied with the provisions of this section and any regulations prescribed and orders issued under this section.

(2)  USE OF EXISTING REPORTS.--

(A)  IN GENERAL.--The Board of Governors shall, to the fullest extent possible, accept reports in fulfillment of the requirements of this paragraph that a supervised securities holding company or an affiliate of a supervised securities holding company has been required to provide to another regulatory agency or a self-regulatory organization.

(B)  AVAILABILITY.--A supervised securities holding company or an affiliate of a supervised securities holding company shall promptly provide to the Board of Governors, at the request of the Board of Governors, any report described in subparagraph (A), as permitted by law.

(3)  EXAMINATION AUTHORITY.--

(A)  FOCUS OF EXAMINATION AUTHORITY.--The Board of Governors may make examinations of any supervised securities holding company and any affiliate of a supervised securities holding company to carry out this subsection, to prevent evasions thereof, and to monitor compliance by the supervised securities holding company or affiliate with applicable provisions of law.

(B)  DEFERENCE TO OTHER EXAMINATIONS.--For purposes of this subparagraph, the Board of Governors shall, to the fullest extent possible, use the reports of examination made by other appropriate Federal or State regulatory authorities with respect to any functionally regulated subsidiary or any institution described in subparagraph (D), (F), or (H) of section 2(c)(2) of the Bank Holding Company Act of 1956 (12 U.S.C. 1841(c)(2)).

(d)  CAPITAL AND RISK MANAGEMENT.--

(1)  IN GENERAL.--The Board of Governors shall, by regulation or order, prescribe capital adequacy and other risk management standards for supervised securities holding companies that are appropriate to protect the safety and soundness of the supervised securities holding companies and address the risks posed to financial stability by supervised securities holding companies.

(2)  DIFFERENTIATION.--In imposing standards under this subsection, the Board of Governors may differentiate among supervised securities holding companies on an individual basis, or by category, taking into consideration the requirements under paragraph (3).

(3)  CONTENT.--Any standards imposed on a supervised securities holding company under this subsection shall take into account--

(A)  the differences among types of business activities carried out by the supervised securities holding company;

(B)  the amount and nature of the financial assets of the supervised securities holding company;

(C)  the amount and nature of the liabilities of the supervised securities holding company, including the degree of reliance on short-term funding;

(D)  the extent and nature of the off-balance sheet exposures of the supervised securities holding company;

(E)  the extent and nature of the transactions and relationships of the supervised securities holding company with other financial companies;

(F)  the importance of the supervised securities holding company as a source of credit for households, businesses, and State and local governments, and as a source of liquidity for the financial system; and

(G)  the nature, scope, and mix of the activities of the supervised securities holding company.

(4)  NOTICE.--A capital requirement imposed under this subsection may not take effect earlier than 180 days after the date on which a supervised securities holding company is provided notice of the capital requirement.

(e)  OTHER PROVISIONS OF LAW APPLICABLE TO SUPERVISED SECURITIES HOLDING COMPANIES.--

(1)  FEDERAL DEPOSIT INSURANCE ACT.--Subsections (b), (c) through (s), and (u) of section 8 of the Federal Deposit Insurance Act (12 U.S.C. 1818) shall apply to any supervised securities holding company, and to any subsidiary (other than a bank or an institution described in subparagraph (D), (F), or (H) of section 2(c)(2) of the Bank Holding Company Act of 1956 (12 U.S.C. 1841(c)(2))) of a supervised securities holding company, in the same manner as such subsections apply to a bank holding company for which the Board of Governors is the appropriate Federal banking agency. For purposes of applying such subsections to a supervised securities holding company or a subsidiary (other than a bank or an institution described in subparagraph (D), (F), or (H) of section 2(c)(2) of the Bank Holding Company Act of 1956 (12 U.S.C. 1841(c)(2))) of a supervised securities holding company, the Board of Governors shall be deemed the appropriate Federal banking agency for the supervised securities holding company or subsidiary.

(2)  BANK HOLDING COMPANY ACT OF 1956.--Except as the Board of Governors may otherwise provide by regulation or order, a supervised securities holding company shall be subject to the provisions of the Bank Holding Company Act of 1956 (12 U.S.C. 1841 et seq.) in the same manner and to the same extent a bank holding company is subject to such provisions, except that a supervised securities holding company may not, by reason of this paragraph, be deemed to be a bank holding company for purposes of section 4 of the Bank Holding Company Act of 1956 (12 U.S.C. 1843).

[Codified to 12 U.S.C 1850a]

[SOURCE: Section 618 of title VI of the Act of July 21, 2010 (Pub. L. No. 111--203; 124 Stat. 1616), effective July 21, 2010]

SEC. 13. PROHIBITIONS ON PROPRIETARY TRADING AND CERTAIN RELATIONSHIPS WITH HEDGE FUNDS AND PRIVATE EQUITY FUNDS.

(a)  IN GENERAL.--

(1)  PROHIBITION.--Unless otherwise provided in this section, a banking entity shall not--

(A)  engage in proprietary trading; or

(B)  acquire or retain any equity, partnership, or other ownership interest in or sponsor a hedge fund or a private equity fund.

(2)  NONBANK FINANCIAL COMPANIES SUPERVISED BY THE BOARD.--Any nonbank financial company supervised by the Board that engages in proprietary trading or takes or retains any equity, partnership, or other ownership interest in or sponsors a hedge fund or a private equity fund shall be subject, by rule, as provided in subsection (b)(2), to additional capital requirements for and additional quantitative limits with regards to such proprietary trading and taking or retaining any equity, partnership, or other ownership interest in or sponsorship of a hedge fund or a private equity fund, except that permitted activities as described in subsection (d) shall not be subject to the additional capital and additional quantitative limits except as provided in subsection (d)(3), as if the nonbank financial company supervised by the Board were a banking entity.

(b)  STUDY AND RULEMAKING.--

(1)  STUDY.--Not later than 6 months after the date of enactment of this section, the Financial Stability Oversight Council shall study and make recommendations on implementing the provisions of this section so as to--

(A)  promote and enhance the safety and soundness of banking entities;

(B)  protect taxpayers and consumers and enhance financial stability by minimizing the risk that insured depository institutions and the affiliates of insured depository institutions will engage in unsafe and unsound activities;

(C)  limit the inappropriate transfer of Federal subsidies from institutions that benefit from deposit insurance and liquidity facilities of the Federal Government to unregulated entities;

(D)  reduce conflicts of interest between the self interest of banking entities and nonbank financial companies supervised by the Board, and the interests of the customers of such entities and companies;

(E)  limit activities that have caused undue risk or loss in banking entities and nonbank financial companies supervised by the Board, or that might reasonably be expected to create undue risk or loss in such banking entities and nonbank financial companies supervised by the Board;

(F)  appropriately accommodate the business of insurance within an insurance company, subject to regulation in accordance with the relevant insurance company investment laws, while protecting the safety and soundness of any banking entity with which such insurance company is affiliated and of the United States financial system; and

(G)  appropriately time the divestiture of illiquid assets that are affected by the implementation of the prohibitions under subsection (a).

(2)  RULEMAKING.--

(A)  IN GENERAL.--Unless otherwise provided in this section, not later than 9 months after the completion of the study under paragraph (1), the appropriate Federal banking agencies, the Securities and Exchange Commission, and the Commodity Futures Trading Commission, shall consider the findings of the study under paragraph

(1)  and adopt rules to carry out this section, as provided in subparagraph (B).

(B)  COORDINATED RULEMAKING.--

(i)  REGULATORY AUTHORITY.--The regulations issued under this paragraph shall be issued by--

(I)  the appropriate Federal banking agencies, jointly, with respect to insured depository institutions;

(II)  the Board, with respect to any company that controls an insured depository institution, or that is treated as a bank holding company for purposes of section 8 of the International Banking Act, any nonbank financial company supervised by the Board, and any subsidiary of any of the foregoing (other than a subsidiary for which an agency described in subclause (I), (III), or (IV) is the primary financial regulatory agency);

(III)  the Commodity Futures Trading Commission, with respect to any entity for which the Commodity Futures Trading Commission is the primary financial regulatory agency, as defined in section 2 of the Dodd-Frank Wall Street Reform and Consumer Protection Act; and

(IV)  the Securities and Exchange Commission, with respect to any entity for which the Securities and Exchange Commission is the primary financial regulatory agency, as defined in section 2 of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

(ii)  COORDINATION, CONSISTENCY, AND COMPARABILITY.-- In developing and issuing regulations pursuant to this section, the appropriate Federal banking agencies, the Securities and Exchange Commission, and the Commodity Futures Trading Commission shall consult and coordinate with each other, as appropriate, for the purposes of assuring, to the extent possible, that such regulations are comparable and provide for consistent application and implementation of the applicable provisions of this section to avoid providing advantages or imposing disadvantages to the companies affected by this subsection and to protect the safety and soundness of banking entities and nonbank financial companies supervised by the Board.

(iii)  COUNCIL ROLE.--The Chairperson of the Financial Stability Oversight Council shall be responsible for coordination of the regulations issued under this section.

(c)  EFFECTIVE DATE.--

(1)  IN GENERAL.--Except as provided in paragraphs (2) and (3), this section shall take effect on the earlier of--

(A)  12 months after the date of the issuance of final rules under subsection (b); or

(B)  2 years after the date of enactment of this section.

(2)  CONFORMANCE PERIOD FOR DIVESTITURE.--A banking entity or nonbank financial company supervised by the Board shall bring its activities and investments into compliance with the requirements of this section not later than 2 years after the date on which the requirements become effective pursuant to this section or 2 years after the date on which the entity or company becomes a nonbank financial company supervised by the Board. The Board may, by rule or order, extend this two-year period for not more than one year at a time, if, in the judgment of the Board, such an extension is consistent with the purposes of this section and would not be detrimental to the public interest. The extensions made by the Board under the preceding sentence may not exceed an aggregate of 3 years.

(3)  EXTENDED TRANSITION FOR ILLIQUID FUNDS.--

(A)  APPLICATION.--The Board may, upon the application of a banking entity, extend the period during which the banking entity, to the extent necessary to fulfill a contractual obligation that was in effect on May 1, 2010, may take or retain its equity, partnership, or other ownership interest in, or otherwise provide additional capital to, an illiquid fund.

(B)  TIME LIMIT ON APPROVAL.--The Board may grant 1 extension under subparagraph (A), which may not exceed 5 years.

(4)  DIVESTITURE REQUIRED.--Except as otherwise provided in subsection (d)(1)(G), a banking entity may not engage in any activity prohibited under subsection (a)(1)(B) after the earlier of--

(A)  the date on which the contractual obligation to invest in the illiquid fund terminates; and

(B)  the date on which any extensions granted by the Board under paragraph (3) expire.

(5)  ADDITIONAL CAPITAL DURING TRANSITION PERIOD.--Notwithstanding paragraph (2), on the date on which the rules are issued under subsection (b)(2), the appropriate Federal banking agencies, the Securities and Exchange Commission, and the Commodity Futures Trading Commission shall issue rules, as provided in subsection (b)(2), to impose additional capital requirements, and any other restrictions, as appropriate, on any equity, partnership, or ownership interest in or sponsorship of a hedge fund or private equity fund by a banking entity.

(6)  SPECIAL RULEMAKING.--Not later than 6 months after the date of enactment of this section, the Board shall issues rules to implement paragraphs (2) and (3).

(d)  PERMITTED ACTIVITIES.--

(1)  IN GENERAL.--Notwithstanding the restrictions under subsection (a), to the extent permitted by any other provision of Federal or State law, and subject to the limitations under paragraph (2) and any restrictions or limitations that the appropriate Federal banking agencies, the Securities and Exchange Commission, and the Commodity Futures Trading Commission, may determine, the following activities (in this section referred to as "permitted activities") are permitted:

(A)  The purchase, sale, acquisition, or disposition of obligations of the United States or any agency thereof, obligations, participations, or other instruments of or issued by the Government National Mortgage Association, the Federal National Mortgage Association, the Federal Home Loan Mortgage Corporation, a Federal Home Loan Bank, the Federal Agricultural Mortgage Corporation, or a Farm Credit System institution chartered under and subject to the provisions of the Farm Credit Act of 1971 (12 U.S.C. 2001 et seq.), and obligations of any State or of any political subdivision thereof.

(B)  The purchase, sale, acquisition, or disposition of securities and other instruments described in subsection (h)(4) in connection with underwriting or market-making related activities, to the extent that any such activities permitted by this subparagraph are designed not to exceed the reasonably expected near term demands of clients, customers, or counterparties.

(C)  Risk-mitigating hedging activities in connection with and related to individual or aggregated positions, contracts, or other holdings of a banking entity that are designed to reduce the specific risks to the banking entity in connection with and related to such positions, contracts, or other holdings.

(D)  The purchase, sale, acquisition, or disposition of securities and other instruments described in subsection (h)(4) on behalf of customers.

(E)  Investments in one or more small business investment companies, as defined in section 102 of the Small Business Investment Act of 1958 (15 U.S.C. 662), investments designed primarily to promote the public welfare, of the type permitted under paragraph (11) of section 5136 of the Revised Statutes of the United States (12 U.S.C. 24), or investments that are qualified rehabilitation expenditures with respect to a qualified rehabilitated building or certified historic structure, as such terms are defined in section 47 of the Internal Revenue Code of 1986 or a similar State historic tax credit program.

(F)  The purchase, sale, acquisition, or disposition of securities and other instruments described in subsection (h)(4) by a regulated insurance company directly engaged in the business of insurance for the general account of the company and by any affiliate of such regulated insurance company, provided that such activities by any affiliate are solely for the general account of the regulated insurance company, if--

(i)  the purchase, sale, acquisition, or disposition is conducted in compliance with, and subject to, the insurance company investment laws, regulations, and written guidance of the State or jurisdiction in which each such insurance company is domiciled; and

(ii)  the appropriate Federal banking agencies, after consultation with the Financial Stability Oversight Council and the relevant insurance commissioners of the States and territories of the United States, have not jointly determined, after notice and comment, that a particular law, regulation, or written guidance described in clause (i) is insufficient to protect the safety and soundness of the banking entity, or of the financial stability of the United States.

(G)  Organizing and offering a private equity or hedge fund, including serving as a general partner, managing member, or trustee of the fund and in any manner selecting or controlling (or having employees, officers, directors, or agents who constitute) a majority of the directors, trustees, or management of the fund, including any necessary expenses for the foregoing, only if--

(i)  the banking entity provides bona fide trust, fiduciary, or investment advisory services;

(ii)  the fund is organized and offered only in connection with the provision of bona fide trust, fiduciary, or investment advisory services and only to persons that are customers of such services of the banking entity;

(iii)  the banking entity does not acquire or retain an equity interest, partnership interest, or other ownership interest in the funds except for a de minimis investment subject to and in compliance with paragraph (4);

(iv)  the banking entity complies with the restrictions under paragraphs (1) and (2) of subparagraph (f);

(v)  the banking entity does not, directly or indirectly, guarantee, assume, or otherwise insure the obligations or performance of the hedge fund or private equity fund or of any hedge fund or private equity fund in which such hedge fund or private equity fund invests;

(vi)  the banking entity does not share with the hedge fund or private equity fund, for corporate, marketing, promotional, or other purposes, the same name or a variation of the same name;

(vii)  no director or employee of the banking entity takes or retains an equity interest, partnership interest, or other ownership interest in the hedge fund or private equity fund, except for any director or employee of the banking entity who is directly engaged in providing investment advisory or other services to the hedge fund or private equity fund; and

(viii)  the banking entity discloses to prospective and actual investors in the fund, in writing, that any losses in such hedge fund or private equity fund are borne solely by investors in the fund and not by the banking entity, and otherwise complies with any additional rules of the appropriate Federal banking agencies, the Securities and Exchange Commission, or the Commodity Futures Trading Commission, as provided in subsection (b)(2), designed to ensure that losses in such hedge fund or private equity fund are borne solely by investors in the fund and not by the banking entity.

(H)  Proprietary trading conducted by a banking entity pursuant to paragraph (9) or (13) of section 4(c), provided that the trading occurs solely outside of the United States and that the banking entity is not directly or indirectly controlled by a banking entity that is organized under the laws of the United States or of one or more States.

(I)  The acquisition or retention of any equity, partnership, or other ownership interest in, or the sponsorship of, a hedge fund or a private equity fund by a banking entity pursuant to paragraph (9) or (13) of section 4(c) solely outside of the United States, provided that no ownership interest in such hedge fund or private equity fund is offered for sale or sold to a resident of the United States and that the banking entity is not directly or indirectly controlled by a banking entity that is organized under the laws of the United States or of one or more States.

(J)  Such other activity as the appropriate Federal banking agencies, the Securities and Exchange Commission, and the Commodity Futures Trading Commission determine, by rule, as provided in subsection (b)(2), would promote and protect the safety and soundness of the banking entity and the financial stability of the United States.

(2)  LIMITATION ON PERMITTED ACTIVITIES.--

(A)  IN GENERAL.--No transaction, class of transactions, or activity may be deemed a permitted activity under paragraph (1) if the transaction, class of transactions, or activity--

(i)  would involve or result in a material conflict of interest (as such term shall be defined by rule as provided in subsection (b)(2)) between the banking entity and its clients, customers, or counterparties;

(ii)  would result, directly or indirectly, in a material exposure by the banking entity to high-risk assets or high-risk trading strategies (as such terms shall be defined by rule as provided in subsection (b)(2));

(iii)  would pose a threat to the safety and soundness of such banking entity; or

(iv)  would pose a threat to the financial stability of the United States.

(B)  RULEMAKING.--The appropriate Federal banking agencies, the Securities and Exchange Commission, and the Commodity Futures Trading Commission shall issue regulations to implement subparagraph (A), as part of the regulations issued under subsection (b)(2).

(3)  CAPITAL AND QUANTITATIVE LIMITATIONS.--The appropriate Federal banking agencies, the Securities and Exchange Commission, and the Commodity Futures Trading Commission shall, as provided in subsection (b)(2), adopt rules imposing additional capital requirements and quantitative limitations, including diversification requirements, regarding the activities permitted under this section if the appropriate Federal banking agencies, the Securities and Exchange Commission, and the Commodity Futures Trading Commission determine that additional capital and quantitative limitations are appropriate to protect the safety and soundness of banking entities engaged in such activities.

(4)  DE MINIMIS INVESTMENTS.--

(A)  IN GENERAL.--A banking entity may make and retain an investment in a hedge fund or private equity fund that the banking entity organizes and offers, subject to the limitations and restrictions in subparagraph (B) for the purposes of--

(i)  establishing the fund and providing the fund with sufficient initial equity for investment to permit the fund to attract unaffiliated investors; or

(ii)  making a de minimis investment.

(B)  LIMITATIONS AND RESTRICTIONS ON INVESTMENTS.--

(i)  REQUIREMENT TO SEEK OTHER INVESTORS.-- A banking entity shall actively seek unaffiliated investors to reduce or dilute the investment of the banking entity to the amount permitted under clause (ii).

(ii)  LIMITATIONS ON SIZE OF INVESTMENTS.--Notwithstanding any other provision of law, investments by a banking entity in a hedge fund or private equity fund shall--

(I)  not later than 1 year after the date of establishment of the fund, be reduced through redemption, sale, or dilution to an amount that is not more than 3 percent of the total ownership interests of the fund;

(II)  be immaterial to the banking entity, as defined, by rule, pursuant to subsection (b)(2), but in no case may the aggregate of all of the interests of the banking entity in all such funds exceed 3 percent of the Tier 1 capital of the banking entity.

(iii)  CAPITAL.--For purposes of determining compliance with applicable capital standards under paragraph (3), the aggregate amount of the outstanding investments by a banking entity under this paragraph, including retained earnings, shall be deducted from the assets and tangible equity of the banking entity, and the amount of the deduction shall increase commensurate with the leverage of the hedge fund or private equity fund.

(C)  EXTENSION.--Upon an application by a banking entity, the Board may extend the period of time to meet the requirements under subparagraph (B)(ii)(I) for 2 additional years, if the Board finds that an extension would be consistent with safety and soundness and in the public interest.

(e)  ANTI-EVASION.--

(1)  RULEMAKING.--The appropriate Federal banking agencies, the Securities and Exchange Commission, and the Commodity Futures Trading Commission shall issue regulations, as part of the rulemaking provided for in subsection (b)(2), regarding internal controls and recordkeeping, in order to insure compliance with this section.

(2)  TERMINATION OF ACTIVITIES OR INVESTMENT.--Notwithstanding any other provision of law, whenever an appropriate Federal banking agency, the Securities and Exchange Commission, or the Commodity Futures Trading Commission, as appropriate, has reasonable cause to believe that a banking entity or nonbank financial company supervised by the Board under the respective agency's jurisdiction has made an investment or engaged in an activity in a manner that functions as an evasion of the requirements of this section (including through an abuse of any permitted activity) or otherwise violates the restrictions under this section, the appropriate Federal banking agency, the Securities and Exchange Commission, or the Commodity Futures Trading Commission, as appropriate, shall order, after due notice and opportunity for hearing, the banking entity or nonbank financial company supervised by the Board to terminate the activity and, as relevant, dispose of the investment. Nothing in this paragraph shall be construed to limit the inherent authority of any Federal agency or State regulatory authority to further restrict any investments or activities under otherwise applicable provisions of law.

(f)  LIMITATIONS ON RELATIONSHIPS WITH HEDGE FUNDS AND PRIVATE EQUITY FUNDS.--

(1)  IN GENERAL.--No banking entity that serves, directly or indirectly, as the investment manager, investment adviser, or sponsor to a hedge fund or private equity fund, or that organizes and offers a hedge fund or private equity fund pursuant to paragraph (d)(1)(G), and no affiliate of such entity, may enter into a transaction with the fund, or with any other hedge fund or private equity fund that is controlled by such fund, that would be a covered transaction, as defined in section 23A of the Federal Reserve Act (12 U.S.C. 371c), with the hedge fund or private equity fund, as if such banking entity and the affiliate thereof were a member bank and the hedge fund or private equity fund were an affiliate thereof.

(2)  TREATMENT AS MEMBER BANK.--A banking entity that serves, directly or indirectly, as the investment manager, investment adviser, or sponsor to a hedge fund or private equity fund, or that organizes and offers a hedge fund or private equity fund pursuant to paragraph (d)(1)(G), shall be subject to section 23B of the Federal Reserve Act (12 U.S.C. 371c--1), as if such banking entity were a member bank and such hedge fund or private equity fund were an affiliate thereof.

(3)  PERMITTED SERVICES.--

(A)  IN GENERAL.--Notwithstanding paragraph (1), the Board may permit a banking entity to enter into any prime brokerage transaction with any hedge fund or private equity fund in which a hedge fund or private equity fund managed, sponsored, or advised by such banking entity has taken an equity, partnership, or other ownership interest, if--

(i)  the banking entity is in compliance with each of the limitations set forth in subsection (d)(1)(G) with regard to a hedge fund or private equity fund organized and offered by such banking entity;

(ii)  the chief executive officer (or equivalent officer) of the banking entity certifies in writing annually (with a duty to update the certification if the information in the certification materially changes) that the conditions specified in subsection (d)(1)(g)(v) are satisfied; and

(iii)  the Board has determined that such transaction is consistent with the safe and sound operation and condition of the banking entity.

(B)  TREATMENT OF PRIME BROKERAGE TRANSACTIONS.--For purposes of subparagraph (A), a prime brokerage transaction described in subparagraph (A) shall be subject to section 23B of the Federal Reserve Act (12 U.S.C. 371c--1) as if the counterparty were an affiliate of the banking entity.

(4)  APPLICATION TO NONBANK FINANCIAL COMPANIES SUPERVISED BY THE BOARD.--The appropriate Federal banking agencies, the Securities and Exchange Commission, and the Commodity Futures Trading Commission shall adopt rules, as provided in subsection (b)(2), imposing additional capital charges or other restrictions for nonbank financial companies supervised by the Board to address the risks to and conflicts of interest of banking entities described in paragraphs (1), (2), and (3) of this subsection.

(g)  RULES OF CONSTRUCTION.--

(1)  LIMITATION ON CONTRARY AUTHORITY.--Except as provided in this section, notwithstanding any other provision of law, the prohibitions and restrictions under this section shall apply to activities of a banking entity or nonbank financial company supervised by the Board, even if such activities are authorized for a banking entity or nonbank financial company supervised by the Board.

(2)  SALE OR SECURITIZATION OF LOANS.--Nothing in this section shall be construed to limit or restrict the ability of a banking entity or nonbank financial company supervised by the Board to sell or securitize loans in a manner otherwise permitted by law.

(3)  AUTHORITY OF FEDERAL AGENCIES AND STATE REGULATORY AUTHORITIES.--Nothing in this section shall be construed to limit the inherent authority of any Federal agency or State regulatory authority under otherwise applicable provisions of law.

(h)  DEFINITIONS.--In this section, the following definitions shall apply:

(1)  BANKING ENTITY.--The term "banking entity" means any insured depository institution (as defined in section 3 of the Federal Deposit Insurance Act (12 U.S.C. 1813)), any company that controls an insured depository institution, or that is treated as a bank holding company for purposes of section 8 of the International Banking Act of 1978, and any affiliate or subsidiary of any such entity. For purposes of this paragraph, the term 'insured depository institution' does not include an institution that functions solely in a trust or fiduciary capacity, if--

(A)  all or substantially all of the deposits of such institution are in trust funds and are received in a bona fide fiduciary capacity;

(B)  no deposits of such institution which are insured by the Federal Deposit Insurance Corporation are offered or marketed by or through an affiliate of such institution;

(C)  such institution does not accept demand deposits or deposits that the depositor may withdraw by check or similar means for payment to third parties or others or make commercial loans; and

(D)  such institution does not--

(i)  obtain payment or payment related services from any Federal Reserve bank, including any service referred to in section 11A of the Federal Reserve Act (12 U.S.C. 248a); or

(ii)  exercise discount or borrowing privileges pursuant to section 19(b)(7) of the Federal Reserve Act (12 U.S.C. 461(b)(7)).

(2)  HEDGE FUND; PRIVATE EQUITY FUND.--The terms "hedge Fund" and "private equity fund" mean an issuer that would be an investment company, as defined in the Investment Company Act of 1940 (15 U.S.C. 80a--1 et seq.), but for section 3(c)(1) or 3(c)(7) of that Act, or such similar funds as the appropriate Federal banking agencies, the Securities and Exchange Commission, and the Commodity Futures Trading Commission may, by rule, as provided in subsection (b)(2), determine.

(3)  NONBANK FINANCIAL COMPANY SUPERVISED BY THE BOARD.--The term "nonbank financial company supervised by the Board" means a nonbank financial company supervised by the Board of Governors, as defined in section 102 of the Financial Stability Act of 2010.

(4)  PROPRIETARY TRADING.--The term "proprietary trading", when used with respect to a banking entity or nonbank financial company supervised by the Board, means engaging as a principal for the trading account of the banking entity or nonbank financial company supervised by the Board in any transaction to purchase or sell, or otherwise acquire or dispose of, any security, any derivative, any contract of sale of a commodity for future delivery, any option on any such security, derivative, or contract, or any other security or financial instrument that the appropriate Federal banking agencies, the Securities and Exchange Commission, and the Commodity Futures Trading Commission may, by rule as provided in subsection (b)(2), determine.

(5)  SPONSOR.--The term to "sponsor" a fund means--

(A)  to serve as a general partner, managing member, or trustee of a fund;

(B)  in any manner to select or to control (or to have employees, officers, or directors, or agents who constitute) a majority of the directors, trustees, or management of a fund; or

(C)  to share with a fund, for corporate, marketing, promotional, or other purposes, the same name or a variation of the same name.

(6)  TRADING ACCOUNT.--The term "trading account" means any account used for acquiring or taking positions in the securities and instruments described in paragraph (4) principally for the purpose of selling in the near term (or otherwise with the intent to resell in order to profit from short-term price movements), and any such other accounts as the appropriate Federal banking agencies, the Securities and Exchange Commission, and the Commodity Futures Trading Commission may, by rule as provided in subsection (b)(2), determine.

(7)  ILLIQUID FUND.--

(A)  IN GENERAL.--The term "illiquid fund" means a hedge fund or private equity fund that--

(i)  as of May 1, 2010, was principally invested in, or was invested and contractually committed to principally invest in, illiquid assets, such as portfolio companies, real estate investments, and venture capital investments; and

(ii)  makes all investments pursuant to, and consistent with, an investment strategy to principally invest in illiquid assets. In issuing rules regarding this subparagraph, the Board shall take into consideration the terms of investment for the hedge fund or private equity fund, including contractual obligations, the ability of the fund to divest of assets held by the fund, and any other factors that the Board determines are appropriate.

(B)  HEDGE FUND.--For the purposes of this paragraph, the term 'hedge fund' means any fund identified under subsection (h)(2), and does not include a private equity fund, as such term is used in section 203(m) of the Investment Advisers Act of 1940 (15 U.S.C. 80b--3(m)).

[Codified to 12 U.S.C 1851]

[Section 13 added by section 619 of title VI of the Act of July 21, 2010 (Pub. L. No. 111--203; 124 Stat. 1620), effective July 21, 2010]

SEC. 14. CONCENTRATION LIMITS ON LARGE FINANCIAL FIRMS.

(a)  DEFINITIONS.--In this section--

(1)  the term "Council" means the Financial Stability Oversight Council;

(2)  the term "financial company' means--

(A)  an insured depository institution;

(B)  a bank holding company;

(C)  a savings and loan holding company;

(D)  a company that controls an insured depository institution;

(E)  a nonbank financial company supervised by the Board under title I of the Dodd-Frank Wall Street Reform and Consumer Protection Act; and

(F)  a foreign bank or company that is treated as a bank holding company for purposes of this Act; and

(3)  the term "liabilities" means--

(A)  with respect to a United States financial company--

(i)  the total risk-weighted assets of the financial company, as determined under the risk-based capital rules applicable to bank holding companies, as adjusted to reflect exposures that are deducted from regulatory capital; less

(ii)  the total regulatory capital of the financial company under the risk-based capital rules applicable to bank holding companies;

(B)  with respect to a foreign-based financial company--

(i)  the total risk-weighted assets of the United States operations of the financial company, as determined under the applicable risk-based capital rules, as adjusted to reflect exposures that are deducted from regulatory capital; less

(ii)  the total regulatory capital of the United States operations of the financial company, as determined under the applicable risk-based capital rules; and

(C)  with respect to an insurance company or other nonbank financial company supervised by the Board, such assets of the company as the Board shall specify by rule, in order to provide for consistent and equitable treatment of such companies.

(b)  CONCENTRATION LIMIT.--Subject to the recommendations by the Council under subsection (e), a financial company may not merge or consolidate with, acquire all or substantially all of the assets of, or otherwise acquire control of, another company, if the total consolidated liabilities of the acquiring financial company upon consummation of the transaction would exceed 10 percent of the aggregate consolidated liabilities of all financial companies at the end of the calendar year preceding the transaction.

(c)  EXCEPTION TO CONCENTRATION LIMIT.--With the prior written consent of the Board, the concentration limit under subsection (b) shall not apply to an acquisition--

(1)  of a bank in default or in danger of default;

(2)  with respect to which assistance is provided by the Federal Deposit Insurance Corporation under section 13(c) of the Federal Deposit Insurance Act (12 U.S.C. 1823(c)); or

(3)  that would result only in a de minimis increase in the liabilities of the financial company.

(d)  RULEMAKING AND GUIDANCE.--The Board shall issue regulations implementing this section in accordance with the recommendations of the Council under subsection (e), including the definition of terms, as necessary. The Board may issue interpretations or guidance regarding the application of this section to an individual financial company or to financial companies in general.

(e)  COUNCIL STUDY AND RULEMAKING.--

(1)  STUDY AND RECOMMENDATIONS.--Not later than 6 months after the date of enactment of this section, the Council shall--

(A)  complete a study of the extent to which the concentration limit under this section would affect financial stability, moral hazard in the financial system, the efficiency and competitiveness of United States financial firms and financial markets, and the cost and availability of credit and other financial services to households and businesses in the United States; and

(B)  make recommendations regarding any modifications to the concentration limit that the Council determines would more effectively implement this section.

(2)  RULEMAKING.--Not later than 9 months after the date of completion of the study under paragraph (1), and notwithstanding subsections (b) and (d), the Board shall issue final regulations implementing this section, which shall reflect any recommendations by the Council under paragraph (1)(B).

[Codified to 12 U.S.C 1852]

[Section 14 added by section 622 of title VI of the Act of July 21, 2010 (Pub. L. No. 111--203; 124 Stat. 1632), effective July 21, 2010]

SEPARABILITY OF PROVISIONS

SEC. 12.  If any provision of this Act, or the application of such provision to any person or circumstance, shall be held invalid, the remainder of the Act, and the application of such provision to persons or circumstances other than those to which it is held invalid, shall not be affected thereby.

[Codified to 12 U.S.C. 1841 note]

[Source:  Section 12 of the Act of May 9, 1956 (Pub. L. No. 511; 70 Stat. 146), effective May 9, 1956]

NOTES AND DECISIONS

Competitors as parties in interest and persons aggrieved.  Section 105 of title I of the Act of December 31, 1970 (Pub. L. No. 91--607; 84 Stat. 1766), effective December 31, 1970, provides as follows:

SEC. 105.  With respect to any proceeding before the Federal Reserve Board wherein an applicant seeks authority to acquire a subsidiary which is a bank under section 3 of the Bank Holding Company Act of 1956, to engage directly or indirectly in a nonbanking activity pursuant to section 4 of such Act, or to engage in an activity otherwise prohibited under section 106 of this Act, a party who would become a competitor of the applicant or subsidiary thereof by virtue of the applicant's or its subsidiary's acquisition, entry into the business involved, or activity, shall have the right to be a party in interest in the proceeding and, in the event of an adverse order of the Board, shall have the right as an aggrieved party to obtain judicial review thereof as provided in section 9 of such Act of 1956 or as otherwise provided by law.


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