H.R. 4173: Dodd-Frank Wall Street Reform and Consumer Protection Act

Before you vote › Federal bills

H.R. 4173: Dodd-Frank Wall Street Reform and Consumer Protection Act

111th Congress · introduced 2009-12-02 · Finance and Financial Sector · Latest: Became Public Law No: 111-203.

AI-relatedfederal

Save to my notebook What does this mean? Print

Official title

Dodd-Frank Wall Street Reform and Consumer Protection Act

Plain summary

Dodd-Frank Wall Street Reform and Consumer Protection Act - Title I: Financial Stability - Financial Stability Act of 2010 - Subtitle A: Financial Stability Oversight Council - (Sec. 111) Establishes the Financial Stability Oversight Council (Council), consisting of the heads of specified federal financial regulatory bodies and chaired by the Secretary of the Treasury. (Sec. 112) Requires the Council, among other things, to: (1) identify risks to U.S. financial stability that could arise from the material financial distress or failure, or ongoing activities, of large, interconnected bank holding companies or nonbank financial companies, or that could arise outside the financial services marketplace; (2) promote market discipline, by eliminating expectations on the part of shareholders, creditors, and counterparties of such companies that the Government will shield them from losses in the event of failure; (3) respond to emerging threats to the stability of the financial system. Includes among the Council's duties: (1) identifying gaps in regulation that could pose risks to U.S. financial stability; (2) requiring supervision by the Board of Governors of the Federal Reserve (Board) for nonbank financial companies that may pose risks to U.S. financial stability in the event of their material financial distress or failure, or because of specified activities; (3) making recommendations to the Board concerning the establishment of heightened prudential standards for risk-based capital, leverage, liquidity, contingent capital, and overall risk management for nonbank financial companies and large, interconnected bank holding companies supervised by the Board; and (4) identifying systemically important financial market utilities and payment, clearing, and settlement activities. (Sec. 113) Authorizes the Council to determine that a foreign or a U.S. nonbank financial company shall be supervised by the Board and subject to prudential standards under this Act, if the Council determines that material financial distress, or activities at the company, could threaten U.S. financial stability. Authorizes the company, upon the Council's determination, to establish an intermediate holding company in which its financial activities (and those of its subsidiaries) are conducted in compliance with Board regulations or guidance. Subjects such intermediate holding company to Board supervision and to prudential standards under this Act as if it were a nonbank financial company supervised by the Board. Restricts Board supervision to the company's financial activities only. Requires the Council, in exercising its duties with respect to foreign nonbank financial companies, foreign-based bank holding companies, and cross-border activities and markets, to consult with appropriate foreign regulatory authorities. (Sec. 114) Requires any nonbank financial company determined to come under Board supervision to register with the Board. (Sec. 115) Authorizes the Council to recommend to the Board prudential standards and reporting and disclosure requirements for Board-supervised nonbank financial companies and large, interconnected bank holding companies that: (1) are more stringent than those for other nonbank financial companies and bank holding companies that do not present similar risks to the U.S. financial stability; and (2) increase in stringency, based upon specified considerations. Requires the Council to study and report to Congress on the feasibility, benefits, costs, and structure of a contingent capital requirement for Board-supervised nonbank financial companies and large, interconnected bank holding companies. Authorizes the Council to make recommendations to the Board about Board-supervised nonbank financial companies and large, interconnected bank holding companies, including: (1) required periodic reports on company plans for rapid and orderly resolution in the event of material financial distress or failure; (2) company credit exposure; (3) standards to limit risks posed by failure of any individual company to other companies; and (4) short-term company debt limits. (Sec. 116) Authorizes the Council, acting through the Office of Financial Research, to require a bank holding company with total consolidated assets of $50 billion or more or a Board-supervised nonbank financial company (and subsidiaries) to submit certified reports of condition and risk management systems. (Sec. 117) Treats as a Board-supervised nonbank financial company any entity that: (1) was a bank holding company having total consolidated assets 50 billion or more as of January 1, 2010; (2) received financial assistance under or participated in the Capital Purchase Program established under the Troubled Asset Relief Program (TARP) under the Emergency Economic Stabilization Act of 2008 (EESA); or (3) is a successor entity. Prescribes a procedure for appeal from such treatment. (Sec. 118) Treats Council expenses as expenses of, and paid by, the Office of Financial Research. (Sec. 119) Prescribes procedures for resolution by the Council of supervisory jurisdictional disputes among member agencies. (Sec. 120) Authorizes the Council, in specified circumstances, to provide for more stringent regulation of a financial activity by issuing recommendations to primary financial regulatory agencies to apply new or heightened standards and safeguards for a financial activity or practice conducted by bank holding companies or nonbank financial companies. Requires such primary agencies to impose the standards recommended by the Council. (Sec. 121) Requires the Board to take mitigatory actions restricting the activities of bank holding companies with total consolidated assets of $50 billion or more, or Board-supervised nonbank financial companies, which pose a grave threat to U.S. financial stability, including: (1) limiting the company's ability to become affiliated with another company; (2) restricting the company's ability to offer a financial product or products; (3) requiring the company to terminate one or more activities; (4) imposing conditions on the manner in which the company conducts activities; or (5) requiring the company to transfer assets or off-balance-sheet items to unaffiliated entities. (Sec. 122) Authorizes the Comptroller General (GAO) to audit Council activities. (Sec. 123) Instructs the Council Chairperson to study and report to Congress on the economic impact of possible financial services regulatory limitations intended to reduce systemic risk. Subtitle B: Office of Financial Research - (Sec. 152) Establishes within the Department of the Treasury the Office of Financial Research (OFR) to support the Council and member agencies in: (1) collecting and standardizing data collections; (2) performing applied research and essential long-term research; and (3) developing risk measurement and monitoring tools. (Sec. 154) Establishes the Data Center and the Research and Analysis Center to carry out OFR programmatic responsibilities. (Sec. 155) Establishes the Financial Research Fund in the Treasury as depository for funds and assessments designated for the OFR. Subtitle C: Additional Board of Governors Authority for Certain Nonbank Financial Companies and Bank Holding Companies - (Sec. 161) Authorizes the Board to require a nonbank financial company under its supervision (and any subsidiary) to report under oath regarding its financial condition, its systems for monitoring and controlling risks, and the extent to which its activities and operations threaten U.S. financial stability. Authorizes the Board to examine such companies regarding such matters. (Sec. 162) Subjects a Board-supervised nonbank financial company (and any subsidiaries that are not depository institutions) to specified enforcement proceedings of the Federal Deposit Insurance Act (FDIA) in the same manner and to the same extent as if it were a bank holding company. Authorizes the Board to recommend that primary financial regulatory agency initiate supervisory actions or enforcement proceedings against noncompliant depository institution or functionally regulated subsidiaries. (Sec. 163) Treats a Board-supervised nonbank financial company as a statutory bank holding company for purposes of requirements governing bank acquisitions. Requires a bank holding company with total consolidated assets of $50 billion or more or a Board-supervised nonbank financial company to notify the Board in writing in advance of any transaction in which it acquires direct or indirect ownership or control of voting shares of a company (other than an insured depository institution) which: (1) has total consolidated assets of $10 billion or more; and (2) is engaged in specified activities under the Bank Holding Company Act of 1956. (Sec. 164) Treats a Board-supervised nonbank financial company as a bank holding company for purposes of the Depository Institutions Management Interlocks Act. Prohibits the Board, however, from permitting service by a management official of a Board-supervised nonbank financial company as a management official of any bank holding company with total consolidated assets of $50 billion or more, or any other Board-supervised nonaffiliated nonbank financial company (except to provide a temporary exemption for interlocks resulting from a merger, acquisition, or consolidation). (Sec. 165) Requires the Board to establish, for Board-supervised nonbank financial companies and for bank holding companies with total consolidated assets of $50 billion or more, prudential standards addressing specified requirements that: (1) are more stringent than those for other nonbank financial companies and bank holding companies that do not present similar risks to the U.S. financial stability; and (2) increase in stringency, based upon specified considerations. Authorizes the Board to require each Board-supervised nonbank financial company and bank holding companies with total consolidated assets of $50 billion or more to maintain a minimum amount of contingent capital convertible to equity in times of financial stress. Directs the Board to require each Board-supervised nonbank financial company and such bank holding companies to report periodically: (1) their plans for rapid and orderly resolution in the event of material financial distress or failure; and (2) the nature and extent of their credit exposure. Requires the Board to prescribe standards limiting the risks and credit exposure that failure of any individual company could pose to a Board-supervised nonbank financial company or to a bank holding company with total consolidated assets of $50 billion or more. Requires such regulations to prohibit credit exposure exceeding 25% of a company's capital stock and surplus (or a lower amount, if necessary). Authorizes the Board to prescribe a limit on the amount of short-term debt, including off-balance sheet exposures, that may be accumulated by bank holding companies with total consolidated assets of $50 billion or more or Board-supervised nonbank financial companies. Directs the Board to require each publicly-traded Board-supervised nonbank financial company to establish a risk committee responsible for the oversight of the enterprise-wide risk management practices. Requires the Board to conduct annual analyses in which Board-supervised nonbank financial companies and bank holding companies with total consolidated assets of $50 billion or more 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 (stress tests). Directs the Board to require a bank holding company with total consolidated assets of $50 billion or more or a Board-supervised nonbank financial company (but not any federal home loan bank) to maintain a debt to equity ratio of no more than 15 to 1, upon Council determination that the company poses a grave threat to the U.S. financial stability and that this requirement is necessary to mitigate that risk. Requires the computation of capital in such companies to take into account any off-balance-sheet activities for purposes of meeting their capital requirements. (Sec. 166) Directs the Board to prescribe early remediation requirements to address the financial distress of a Board-supervised nonbank financial company or a bank holding company with total consolidated assets of $50 billion or more. (Sec. 167) Authorizes the Board to require any nonbank financial company it supervises that conducts activities that are not financial in nature or incidental thereto under the Bank Holding Company Act of 1956 to establish and conduct all or a portion of such activities that are financial in nature or incidental thereto in or through an affiliated intermediate holding company. Requires a company that directly or indirectly controls an intermediate holding company established under such affiliation procedures to serve as a source of strength to its subsidiary intermediate holding company. (Sec. 170) Directs the Board to promulgate criteria for exempting from its supervision certain types or classes of U.S. nonbank financial companies or foreign nonbank financial companies. (Sec. 171) Directs federal banking agencies to establish, on a consolidated basis, minimum leverage capital requirements and minimum risk-based capital requirements for insured depository institutions (except federal home loan banks), depository institution holding companies, and Board-supervised nonbank financial companies. Directs the Comptroller General to study and report to Congress on access to capital by smaller insured depository institutions. Requires the federal banking agencies to develop capital requirements for insured depository institutions, depository institution holding companies, and Board-supervised nonbank financial companies that address the risks their activities pose, including the risk to other public and private stakeholders in the event of adverse performance, disruption, or failure of the institution or the activity. (Sec. 172) Amends the FDIA to subject Board-supervised nonbank financial companies and bank holding companies with total consolidated assets of $50 billion or more to examination and enforcement action for insurance and liquidation purposes whenever the Board of Directors of the Federal Deposit Insurance Corporation (FDIC) determines that a special examination is necessary. (Sec. 173) Amends the International Banking Act of 1978 to authorize the Board, when considering an application to establish in the United States a foreign bank that presents a risk to the stability of the U.S. financial system, to take into account whether the foreign bank's home country has adopted, or is making demonstrable progress toward adopting, an appropriate system of regulation for its financial system to mitigate such risk. Authorizes the Board to order a foreign bank which presents a risk to the stability of the U.S. financial system, and which operates a state branch or agency or commercial lending company subsidiary in the United States, to terminate the activities of that branch, agency, or subsidiary if the foreign bank's home country has not adopted, or is not making demonstrable progress toward adopting, an appropriate system of regulation for its financial system to mitigate such risk. Amends the Securities Exchange Act of 1934 to authorize the Securities and Exchange Commission (SEC), in determining whether to permit a foreign person or an affiliate to register as a U.S. broker or dealer, or succeed to the registration of a U.S. broker or dealer, to consider whether, for a foreign person or an affiliate that presents a risk to the stability of the U.S. financial system, the home country of the foreign person's home country has adopted, or is making demonstrable progress toward adopting, an appropriate system of regulation for its financial system to mitigate such risk. Authorizes the SEC to terminate the registration of such foreign person as a broker or dealer in the United States, if the foreign person's home country has not adopted, or is not making demonstrable progress toward adopting, an appropriate system of regulation for its financial system to mitigate such risk. (Sec. 174) Directs the Comptroller General to study and report to Congress on: (1) the use of hybrid capital instruments as a component of Tier 1 capital for banking institutions and bank holding companies; and (2) capital requirements applicable to U.S. intermediate holding companies of foreign banks that are bank holding companies or savings and loan holding companies. (Sec. 175) Directs the President (or a designee) to coordinate through all available international policy channels policies similar to those found in U.S. law relating to limiting the scope, nature, size, scale, concentration, and interconnectedness of financial companies, in order to protect U.S. financial stability and the global economy. Directs the Council Chairperson to consult regularly with the financial regulatory entities and other appropriate organizations of foreign governments or international organizations on matters relating to systemic risk to the international financial system. Requires the Board and the Secretary to consult with their foreign counterparts and through appropriate multilateral organizations to encourage comprehensive and robust prudential supervision and regulation for all highly leveraged and interconnected financial companies. Title II: Orderly Liquidation Authority - (Sec. 202) Prescribes jurisprudential procedures for orderly liquidation of financial entities, including petitions for U.S. district court review, three-year appointment of the FDIC as receiver, and appeals of district court final decisions. Requires the Administrative Office of the United States Courts and the Comptroller General each to monitor and report to Congress on: (1) the activities of the U.S. District Court for the District of Columbia; and (2) the bankruptcy and orderly liquidation process for financial companies under the Bankruptcy Code. Directs the Comptroller General to study and report to: (1) Congress regarding international coordination relating to the orderly liquidation of financial companies under the Bankruptcy Code; and (2) the Council regarding prompt corrective action implementation by the appropriate federal agencies. (Sec. 203) Sets forth procedures by which the FDIC, the SEC, the Director of the Federal Insurance Office and the Board shall make written recommendations to the Secretary concerning the disposition of certain financial companies in danger of default, including brokers, dealers, insurance companies and their subsidiaries. Requires the Secretary and the FDIC as receiver for a covered financial company, to report to Congress and the public on plans and actions to wind down a financial company which the Secretary and the President have determined is in default or in danger and its failure would have serious adverse effects on U.S. financial stability in the U.S. (covered financial company). Directs the Comptroller General to review and report to Congress on any determination that results in the appointment of the FDIC as receiver. (Sec. 204) Sets forth procedures for the FDIC to exercise its authorities, powers, and duties as receiver for a covered financial company. (Sec. 205) Requires the FDIC to appoint, without need for court approval, the Securities Investor Protection Corporation (SIPC) to act as trustee for the liquidation of a covered broker or dealer. Sets forth SIPC powers and duties as well as mandatory terms and conditions for orderly liquidation actions. (Sec. 207) Shields the members of the board of directors of a covered financial company (or body performing similar functions) from liability to company shareholders or creditors for acquiescing in or consenting in good faith to the appointment of the FDIC as receiver for the covered financial company. (Sec. 208) Dismisses cases or proceedings against a covered financial company, upon proper notice, following appointment of either FDIC or SIPC as receiver and trustee, respectively. Requires the assets of a covered financial company, upon appointment of the FDIC as receiver, to revest in it, to the extent they have vested in any entity other than the covered financial company as a result of any case or proceeding commenced under the Bankruptcy Code, the Securities Investor Protection Act of 1970, or any similar provision of applicable state liquidation or insolvency law. (Sec. 210) Specifies the powers and duties of the FDIC as receiver for a covered financial company. Prescribes liquidation procedures, including resolution of claims and statute of limitations. Declares unenforceable any walkaway clauses in a qualified financial contract of a covered financial company in default. Sets forth procedures to charter and establish bridge financial companies. Prohibits the FDIC from entering into any agreement or approving any protective order which prohibits it from disclosing the settlement terms of any action for damages or restitution brought by the FDIC acting as receiver for a covered financial company. Establishes in the Treasury the Orderly Liquidation Fund to: (1) enable the FDIC to implement its authorities in this Act; and (2) cover the cost of authorized actions, including the orderly liquidation of covered financial companies. Requires the FDIC to charge risk-based assessments to pay in full obligations issued by the FDIC to the Secretary. Directs the FDIC to prescribe regulations prohibiting the sale of assets of a covered financial company by the FDIC to specified persons, including convicted debtors. Authorizes the FDIC, as receiver of a covered financial company, to recover from any current or former senior executive or director substantially responsible for the company's failed condition any compensation received: (1) during the two-year period preceding the date on which it was appointed receiver; or (2) at any time in the case of fraud. (Sec. 211) Sets forth the duties of the Inspectors General of the FDIC and of the Department of the Treasury, respectively, to conduct, supervise, and coordinate audits and investigations of actions taken by the FDIC as receiver and by the Secretary related to the liquidation of any covered financial company. (Sec. 212) Requires the FDIC to take the action necessary to avoid any conflicts of interest that may arise in connection with multiple receiverships. (Sec. 213) Authorizes either the Board or the FDIC to ban certain activities by senior executives and directors. (Sec. 214) Requires the liquidation of all financial companies placed into receivership under this Act. Prohibits the use of taxpayer funds to prevent liquidation of any such companies. Requires the recovery through assessments from the disposition of assets of a liquidated financial company, or from the financial sector, of any funds expended under this Act in the company's liquidation. (Sec. 215) Directs the Council to study and report to Congress on "secured creditor haircuts," an evaluation of the importance of maximizing U.S. 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. (A "haircut" would treat a portion of the claims of secured creditors in liquidations as unsecured.) (Sec. 216) Directs the Board to study and report to Congress on: (1) specified issues with respect to the resolution of financial companies under chapter 7 (Liquidation) or 11 (Reorganization) of the Bankruptcy Code; and (2) international coordination relating to the resolution of systemic financial companies under the Bankruptcy Code and applicable foreign law. Title III: Transfer of Powers to the Comptroller of the Currency, the Corporation, and the Board of Governors - Enhancing Financial Institution Safety and Soundness Act of 2010 - Subtitle A: Transfer of Powers and Duties - (Sec. 312) Transfers to the Board, one year (or, at the Secretary's discretion, no more than 18 months) after enactment of this Act, all functions and rulemaking authority of the Office of Thrift Supervision (OTS) relating to savings and loan holding companies. Transfers to the Office of the Comptroller of the Currency all OTS functions relating to federal savings associations, and all rulemaking authority relating to savings associations. Transfers to the FDIC all OTS functions relating to state savings associations. (Sec. 313) Abolishes the OTS. (Sec. 314) Amends the Revised Statutes of the United States to revise the general requirements for the Office of the Comptroller of the Currency to accord with this Act. Requires the Comptroller of the Currency to designate a Deputy Comptroller, responsible for the supervision and examination of federal savings associations. (Sec. 318) Authorizes the Comptroller of the Currency to collect assessments, fees, or other charges from national banking associations or federal branches or agencies of a foreign bank, and the FDIC to assess fees against depository institutions subject to its regular and special examinations. Requires the Board to collect assessments, fees, or other charges from all: (1) bank holding companies and savings and loan holding companies having total consolidated assets of $50 billion or more; and (2) Board-supervised nonbank financial companies. Subtitle B: Transitional Provisions - Sets forth transitional requirements and procedures for the orderly transfer of OTS functions, employees, funds and property to the Office of the Comptroller of the Currency, the FDIC, and the Board of Governors. Subtitle C: Federal Deposit Insurance Corporation - (Sec. 331) Amends the FDIA to require the FDIC to: (1) revise the assessment base with respect to an insured depository institution; and (2) prescribe the method for declaration, calculation, distribution, and payment of dividends, with discretion to suspend or limit their declaration. (Sec. 334) Replaces the 1.15% to 1.5% of estimated insured deposits range for reserve ratios which the FDIC Board may designate with a minimum reserve ratio of 1.35% of estimated insured deposits, or the comparable percentage of the assessment base. (Sec. 335) Amends the FDIA and the Federal Credit Union Act (FCUA) to increase permanently the maximum federal deposit insurance and federal share insurance amount from $100,000 to $250,000. Makes such increase retroactive to January 1, 2008. (Sec. 336) Replaces the Director of the Office of Thrift Supervision on the FDIC Board with the Director of the Consumer Financial Protection Bureau (CFPB). Subtitle D: Other Matters - (Sec. 341) Permits a savings association that becomes a bank to: (1) continue to operate any branch or agency that it operated immediately before becoming a bank; and (2) establish, acquire, and operate additional branches and agencies at any location within any state in which it operated a branch immediately before it became a bank, if the law of the pertinent state would permit establishment of the branch by a state-chartered bank. (Sec. 342) Requires each agency to establish an Office of Minority and Women Inclusion responsible for all matters of the agency relating to diversity in management, employment, and business activities. Requires the Director of each such Office to develop and implement procedures for inclusion and utilization of minorities, women, and minority- and women-owned businesses in all business and activities at all federal agency levels, including procurement, insurance, and contracts. (Sec. 343) Amends the FDIA and the FCUA to require that a depositor's net amount maintained at an insured depository institution in a noninterest-bearing transaction account is fully insured. Subtitle E: Technical and Conforming Amendments - Sets forth technical and conforming amendments to specified Acts regarding banking, housing and securities. Title IV: Regulation of Advisers to Hedge Funds and Others - Private Fund Investment Advisers Registration Act of 2010 - (Sec. 403) Amends the Investment Advisers Act of 1940 to repeal its exemption and apply registration requirements to a private fund investment adviser (but not to a foreign private investment adviser). Exempts from such Act's registration requirements: (1) an investment adviser who solely advises specified small business investment companies licensed under the Small Business Investment Act of 1958 or related entities; and (2) an investment adviser that is registered with the Commodity Futures Trading Commission (CFTC) as a commodity trading advisor and advises a private fund. Requires a CFTC-registered commodity trading advisor that advises a private fund to register with the SEC if the advisor's business should become predominantly securities-related advice. (Sec. 404) Subjects to SEC recordkeeping requirements, as well as periodic and special examinations, any registered investment adviser who advises private funds. Requires the SEC to make such records, especially those relating to systemic risk, available to the Council. Exempts from the Freedom of Information Act (FOIA) information that the SEC, the Council, and any other department, agency, or self-regulatory organization (SRO) receives from the SEC under this Act. (Sec. 405) Adds the assessment of potential systemic risk as an exception to the prohibition against disclosure by an investment adviser of the identity, investments, or affairs of any client. (Sec. 406) Prohibits the SEC, with respect to certain prohibited fraudulent transactions by investment advisers, from defining "client" to include an investor in a private fund managed by an investment adviser, if the private fund has entered into an advisory contract with such adviser. Instructs the SEC and the CFTC to promulgate joint rules for mandatory reports filed with them by certain registered investment advisers. (Sec. 407) Exempts an investment adviser who advises solely venture capital funds from registration requirements with respect to the provision of investment advice relating to a venture capital fund. Directs the SEC to require the latter advisers, however, to maintain records and make annual reports to the SEC. (Sec. 408) Directs the SEC to exempt from registration requirements an investment adviser acting solely as an adviser to private funds and having assets under management in the United States of less than $150 million. Directs the SEC, with respect to investment advisers acting as investment advisers to mid-sized private funds, to: (1) take into account the size, governance, and investment strategy of such funds to determine whether they pose systemic risk; and (2) provide for registration and examination procedures with respect to the investment advisers of such funds which reflect the level of systemic risk such funds pose. (Sec. 409) Excludes any family office from the definition of "investment adviser," as defined by the SEC according to specified criteria. (Sec. 410) Sets forth criteria for the treatment of certain mid-sized investment advisers with assets under management of between $25 million and $100 million. Exempts from federal registration any state-registered mid-sized investment adviser that is not an adviser to a federally-registered investment company registered, or a business development company, unless it would be required to register with 15 or more states, in which case it may register under the Investment Company Act of 1940. (Sec. 411) Requires an investment adviser to safeguard client assets held in the adviser’s custody, including by verification of such assets by an independent public accountant. (Sec. 412) Directs the Comptroller General to study and report to specified congressional committees on: (1) the compliance costs of certain SEC rules concerning client funds or securities held by investment advisers; and (2) the additional costs if a certain portion of a rule relating to operational independence were eliminated (Sec. 413) Directs the SEC in its rules to adjust the net worth standard for an accredited investor so that the individual net worth of any natural person, or joint net worth with the person's spouse, at the time of purchase, is more than $1 million (excluding the value of the primary residence). Makes $1 million (excluding the value of the primary residence) the net worth standard during the four-year period beginning on the enactment of this Act. Authorizes the SEC to: (1) review periodically the definition of "accredited investor" to determine whether its requirements should be adjusted or modified for the protection of investors, in the public interest, and in light of the economy; and (2) make such adjustments as appropriate. (Sec. 414) States that nothing in the Investment Advisers Act of 1940 shall relieve any person of any obligation or duty, or affect the availability of any right or remedy available to the CFTC or any private party, arising under the Commodity Exchange Act governing commodity pools, commodity pool operators, or commodity trading advisors. (Sec. 415) Directs the Comptroller General to study and report on the appropriate criteria for determining the financial thresholds to qualify for accredited investor status and eligibility to invest in private funds and the feasibility of forming an SRO to oversee private funds. (Sec. 417) Directs the SEC Division of Risk, Strategy, and Financial Innovation to study and report to Congress on: (1) the state of short selling on national securities exchanges and in the over-the-counter markets; (2) the feasibility, benefits, and costs of requiring reporting publicly, in real time, the short sale positions of publicly listed securities, or, in the alternative, reporting such short positions in real time only to the SEC and the Financial Industry Regulatory Authority (FINRA); and (3) a feasibility, benefits, and costs of conducting a voluntary pilot program for public companies to mark and report all trades in real time through the Consolidated Tape as "short," "market maker short," "buy," "buy-to-cover," or "long." (Sec. 418) Amends the Investment Advisers Act of 1940 with respect to SEC authority to exempt persons or transactions from specified investment advisory contract prohibitions and requirements if the contract is with any person that the SEC determines does not need the protection of such prohibitions and requirements. Declares that, with respect to any factor used in an SEC rule or regulation in making such a determination, if the SEC uses a dollar amount test in connection with such factor, such as a net asset threshold, it shall adjust every five years for the effects of inflation on such test. Title V: Insurance - Subtitle A: Federal Insurance Office - Federal Insurance Office Act of 2010 - (Sec. 502) Establishes in the Treasury the Federal Insurance Office (FIO) authorized to: (1) monitor the insurance industry; (2) identify issues or gaps in the regulation of insurers that could contribute to a systemic crisis in the insurance industry or the U.S. financial system; (3) monitor the extent to which traditionally underserved communities and consumers, minorities, and low- and moderate-income persons have access to affordable insurance products covering all lines of insurance, except health insurance; (4) recommend to the Financial Stability Oversight Council that it designate an insurer, including its affiliates, as an entity subject to regulation as a nonbank financial company supervised by the Board of Governors; (5) assist in administering the Terrorism Insurance Program; and (6) coordinate federal efforts and develop federal policy on prudential aspects of international insurance matters. Extends the authority of the Office to all lines of insurance except: (1) health insurance; (2) crop insurance; and (3) long-term care insurance (except long-term care insurance included with life or annuity insurance components). Authorizes information-gathering from insurers and affiliates. Permits data or information obtained by the Office to be made available to state insurance regulators, individually or collectively, through an information-sharing agreement. Grants the Director of the Office subpoena and enforcement powers. Sets forth a limited preemption of state insurance measures. Requires the Director of the Office to study and report on: (1) U.S. and global reinsurance markets; and (2) modernization and improvement of domestic insurance regulation. Authorizes the Secretary and the U.S. Trade Representative (USTR), jointly, to negotiate and enter into bilateral or multilateral recognition agreements with foreign governments, authorities, or regulatory entities. Subtitle B: State-Based Insurance Reform - Nonadmitted and Reinsurance Reform Act of 2010 - Part I: Nonadmitted Insurance - (Sec. 521) Prohibits any state other than the home state of an insured from requiring a premium tax payment for nonadmitted insurance. Authorizes states to establish procedures to allocate among themselves the premium taxes paid to an insured's home state. Declares that Congress intends that each state adopt nationwide uniform requirements, forms, and procedures, such as an interstate compact, that provide for the reporting, payment, collection, and allocation of premium taxes for nonadmitted insurance consistent with this Act. Allows an insured's home state to require surplus lines brokers and certain insureds to file annual tax allocation reports detailing the portion of the nonadmitted insurance premiums attributable to properties, risks, or exposures located in each state. (Sec. 522) Subjects nonadmitted insurance solely to the regulatory requirements of the insured's home state. Declares that only an insured's home state may require a surplus lines broker to be licensed to conduct nonadmitted insurance business with respect to such insured. Declares that state law, rule, or regulation that restricts the placement of workers' compensation insurance or excess insurance for self-funded workers' compensation plans with a nonadmitted insurer is not preempted. (Sec. 523) Prohibits a state from collecting fees relating to licensure of a surplus lines broker in the state unless it has a regulatory mechanism in effect for participation in the national insurance producer database of the National Association of Insurance Commissioners (NAIC), or any other equivalent uniform national database. (Sec. 524) Prohibits a state from establishing eligibility criteria for nonadmitted insurers domiciled in a U.S. jurisdiction except in conformance with the Non-Admitted Insurance Model Act, unless the state has adopted nationwide uniform requirements, forms, and procedures developed in accordance with this Act that include alternative nationwide uniform eligibility requirements. Prohibits a state from prohibiting a surplus lines broker from placing nonadmitted insurance with, or procuring nonadmitted insurance from, a nonadmitted insurer domiciled outside the United States and listed on the NAIC International Insurers Department Quarterly Listing of Alien Insurers. (Sec. 525) Cites conditions with which a surplus lines broker seeking to procure or place nonadmitted insurance in a state for an exempt commercial purchaser must comply in order to win exemption from any state requirement to make a due diligence search to determine whether the full amount or type of insurance sought by such exempt commercial purchaser can be obtained from admitted insurers. (Sec. 526) Requires the Comptroller General to study and report to Congress on the nonadmitted insurance market in order to determine the effect of this title upon the size and market share of the nonadmitted insurance market for providing coverage typically provided by the admitted insurance market. Part II: Reinsurance - (Sec. 531) Prohibits a state from denying credit for reinsurance for the insurer's ceded risk if the domiciliary state of an insurer purchasing reinsurance (the ceding insurer) recognizes such credit and: (1) is either an NAIC-accredited state; or (2) has financial solvency requirements substantially similar to NAIC accreditation requirements. Preempts the extraterritorial application of the laws, regulations, or other actions of a non-domiciliary state of a ceding insurer (except those related to taxes and assessments on insurance companies or insurance income) to the extent that they: (1) restrict or eliminate the rights of the ceding insurer or the assuming insurer to resolve disputes through contractual arbitration not inconsistent with federal law; (2) require that a certain state's law shall govern the reinsurance contract, its requirements, or any disputes arising from it; (3) attempt to enforce a reinsurance contract on terms different from those set forth in it, if those terms are not inconsistent with this subtitle; or (4) otherwise apply the laws of the state to reinsurance agreements of ceding insurers not domiciled in that state. (Sec. 532) Reserves to a reinsurer's domiciliary state sole responsibility for regulating the reinsurer's financial solvency if it is either NAIC-accredited or has financial solvency requirements substantially similar to NAIC. Prohibits any other state from requiring a reinsurer to provide financial information in addition to that required by its NAIC-compliant domiciliary state. Part III: Rule of Construction - Prohibits any construction of this Act to modify, impair, or supersede the application of the antitrust laws. Title VI: Improvements to Regulation of Bank and Savings Association Holding Companies and Depository Institutions - Bank and Savings Association Holding Company and Depository Institution Regulatory Improvements Act of 2010 - (Sec. 603) Prohibits the Federal Deposit Insurance Corporation (FDIC) from approving applications for deposit insurance received after November 23, 2009, for an industrial bank, a credit card bank, or a trust bank directly or indirectly owned or controlled by a commercial firm. Defines a company as a commercial firm if the annual gross revenues derived by it and all of its affiliates from activities financial in nature and, if applicable, from the ownership or control of one or more insured depository institutions represent less than 15% of the company's consolidated annual gross revenues. Requires a federal banking agency to disapprove a change in control over such entities if the change would result in direct or indirect control by a commercial firm, unless in addition to obtaining all regulatory approvals the bank: (1) is in danger of default; (2) results from the bona fide merger or whole acquisition of a commercial firm by another commercial firm; or (3) results from an acquisition of voting shares of a publicly traded company that controls such a bank if, after acquisition, the acquiring shareholder (or group of shareholders acting in concert) holds less than 25% of any class of the company's voting shares. Directs the Comptroller General to study and report to Congress on whether it is necessary, in order to strengthen the U.S. financial system, to eliminate certain exceptions to the definition of a bank under the Bank Holding Company Act of 1956 (BHCA). (Sec. 604) Amends the BHCA to revise requirements for reports and examinations which bank holding companies and savings and loan holding companies must submit to the Federal Reserve Board (Board). Requires the Board, to the fullest extent possible, to: (1) rely on the examination reports of other federal or state regulatory agencies, and other specified required reports, relating to a savings and loan holding company and any subsidiary; (2) coordinate with other federal and state regulators; and (3) avoid duplication of examination activities, reporting requirements, and requests for information. Authorizes the Board to examine, in certain circumstances, functionally regulated subsidiaries of bank holding companies, including certain entities subject to regulatory oversight by the CFTC. Repeals specified limitations on the rulemaking, prudential, supervisory, and enforcement authority of the Board. Amends the BHCA to require the Board to take into consideration the extent to which a proposed bank acquisition, merger, or consolidation would result in greater or more concentrated risks to the stability of the U.S. banking or financial system. Requires a financial holding company to obtain prior Board approval to acquire a company whose total consolidated assets exceed $10 billion. Requires the Board to consider, in connection with a proposed merger, acquisition or consolidation, the extent to which such action would result in greater or more concentrated risks to the stability of the U.S. Banking or financial system. Amends the Home Owners’ Loan Act (HOLA) to require the Board, to the fullest extent possible, to: (1) rely on the examination reports of other federal or state regulatory agencies, and other specified required reports, relating to a savings and loan holding company and any subsidiary; (2) coordinate with other federal and state regulators; and (3) avoid duplication of examination activities, reporting requirements, and requests for information. (Sec. 605) Amends the Federal Deposit Insurance Act to direct the Board to examine the activities of certain nondepository institution subsidiaries of a depository institution holding company that are permissible for the insured depository institution subsidiaries of the holding company. Authorizes the appropriate federal agency for the lead insured depository institution to recommend to the Board to take enforcement action against such a nondepository institution subsidiary if its activities pose a material threat to the safety and soundness of any insured depository institution subsidiary of the depository institution holding company. (Sec. 606) Amends the BHCA and HOLA to require financial holding companies and savings and loan holding companies to remain well capitalized and well managed, including their interstate acquisitions and mergers. (Sec. 608) Amends the Federal Reserve Act (FRA) to cover such transactions as: (1) a purchase of assets subject to an agreement to repurchase; (2) a transaction with an affiliate that involves the borrowing or lending of securities, thus causing a member bank's (or a subsidiary's) credit exposure to the affiliate; and (3) a derivative transaction with an affiliate that causes a member bank's (or a subsidiary's) credit exposure to the affiliate. Revises restrictions on bank transactions with affiliates to require that any credit exposure of a bank (or subsidiary) to an affiliate resulting from a securities borrowing or lending transaction, or a derivative transaction, be secured at all times. Repeals the requirement that any collateral subsequently retired or amortized be replaced by additional eligible collateral where needed to keep the percentage of the collateral value relative to the amount of the outstanding loan or extension of credit, guarantee, acceptance, or letter of credit equal to the minimum percentage required at the transaction's inception. Declares unacceptable the use of a low-quality asset as collateral for credit exposure to an affiliate resulting from a bank's (or subsidiary's) securities borrowing or lending transaction, or derivative transaction. Revises exemptions to the restrictions on bank transactions with affiliates with respect to such credit exposure. Cites circumstances under which the Comptroller of the Currency may exempt a national bank, the FDIC may exempt a state nonmember bank, and the Board may exempt a state member bank from restrictions on transactions with affiliates. Amends HOLA to cite circumstances under which the Comptroller of the Currency may exempt a federal savings association from such restrictions. (Sec. 609) Repeals the exemption of covered transactions between a bank and any of its individual financial subsidiaries from the requirement that the aggregate amount of the transaction not exceed 10% of the member bank's capital stock and surplus. Repeals also the exclusion of the financial subsidiary's retained earnings from a bank's investment in one of its individual financial subsidiaries. (Sec. 610) Amends the Revised Statutes with respect to the limit of 15% of a national banking association's unimpaired capital and unimpaired surplus on the total loans and extensions of credit it makes to a person outstanding at one time and not fully secured by collateral having a market value at least equal to the amount of the loan or extension of credit. Includes among such loans and extensions of credit the credit exposure to a person arising from a derivative transaction, repurchase agreement, reverse repurchase agreement, securities lending transaction, or securities borrowing transaction between the national banking association and a person. Defines derivative transaction as any transaction that is a contract, agreement, swap, warrant, note, or option based, in whole or in part, on the value of, any interest in, or any quantitative measure or the occurrence of any event relating to, one or more commodities, securities, currencies, interest or other rates, indices, or other assets. (Sec. 611) Amends the FDIA to allow a state bank to engage in a derivative transaction only if the law with respect to lending limits of the state in which it is chartered takes into consideration credit exposure to derivative transactions. (Sec. 612) Amends the National Bank Consolidation and Merger Act, the Revised Statutes, and HOLA to prohibit certain conversions between national and state banks and savings associations by banks and thrifts subject to certain cease and desist or other formal enforcement orders. Cites conditions for exemption from such prohibition. (Sec. 613) Amends the Revised Statutes and the FDIA to revise requirements for the state "opt-in" election to permit interstate branching through de novo branches. Specifies that the application of a national bank to establish a de novo branch in a state in which the bank does not maintain a branch may be approved if the law of the state where the branch is located, or is to be located, would permit establishment of the branch if the bank were a state bank chartered by such state. (Sec. 614) Amends the FRA regarding limits on credit extensions to executive officers, directors, and principal shareholders of member banks (insiders) to declare that a member bank shall be deemed to have extended credit to a person if the member bank has credit exposure to the person arising from a derivative transaction, repurchase agreement, reverse repurchase agreement, securities lending transaction, or securities borrowing transaction between the member bank and the person. (Sec. 615) Amends the FDIA to prohibit an insured depository institution from purchasing an asset from, or selling one to, its executive officers, directors, or principal shareholders unless the transaction is on market terms and, if the transaction represents more than 10% of the institution's capital stock and surplus, the transaction has been approved in advance by a majority of the institution's board of directors (with interested directors not participating). (Sec. 616) Amends the BHCA, HOLA, and the International Lending Supervision Act of 1983 to authorize the appropriate federal banking agency to: (1) issue regulations relating to the capital requirements of bank holding companies and savings and loan holding companies, respectively; and (2) instruct such entities, in establishing capital requirements, to seek to make them countercyclical, so that the amount of capital required to be maintained by a company increases in times of economic expansion and decreases in times of economic contraction, consistent with the company's safety and soundness. Amends the FDIA to direct the appropriate federal banking agency for a bank holding company or savings and loan holding company to require such an entity to serve as a source of financial strength for any of its subsidiaries that is a depository institution. Defines "source of financial strength" as the ability of a company that directly or indirectly owns or controls an insured depository institution to provide it with financial assistance if it experiences financial distress. Directs the appropriate federal banking agency for an insured depository institution that is not the subsidiary of a bank holding company or savings and loan holding company to require any company that directly or indirectly controls it to serve as a source of financial strength for it. (Sec. 617) Amends the Securities Exchange Act of 1934 to repeal the statutory framework under which certain investment bank holding companies may elect to become supervised by the Securities Exchange Commission (SEC). (Sec. 618) Prescribes requirements for U.S. registration and supervision, including capital and risk management, of certain securities holding companies required by a foreign regulator or foreign law to be subject to comprehensive consolidated supervision. (Sec. 619) Amends the BHCA to prohibit a banking entity from: (1) engaging in proprietary trading; or (2) acquiring or retaining any ownership interest in or sponsor a hedge fund or a private equity fund. Subjects a Board-supervised nonbank financial company to additional capital requirements and quantitative limits if it engages in proprietary trading or maintains an ownership interest in, or sponsors, a hedge fund or a private equity fund. Exempts certain permissible activities from such additional capital and additional quantitative limits, among them: (1) the purchase, sale, acquisition, or disposition of U.S. obligations or securities and specified other instruments; (2) risk-mitigating hedging activities in connection with and related to individual or aggregated positions, contracts, or other holdings of a banking entity; (3) investments in one or more small business investment companies; (4) organization and offering of a private equity or hedge fund; (5) certain proprietary trading; or (6) 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 solely outside of the United States. Directs the Financial Stability Oversight Council to study and make recommendations on implementing these prohibitions. Directs the appropriate federal banking agencies, the SEC, and the CFTC to adopt and coordinate implementing rules. (Sec. 620) Directs the appropriate federal banking agencies to review jointly and report to Congress on the activities in which a banking entity may legally engage, including any financial, operational, managerial, or reputation risks associated with or presented as a result of such an activity, as well as risk mitigation activities. (Sec. 621) Amends the Securities Act of 1933 to prohibit underwriters, placement agents, initial purchasers, or sponsors of an asset-backed security (or any affiliate or subsidiary), during the year after the first closing of the security's sale, from engaging in any transaction that would involve or result in any material conflict of interest with respect to any investor in a related transaction. Exempts from such prohibition: (1) risk-mitigating hedging activities in connection with positions or holdings arising out of the underwriting, placement, initial purchase, or sponsorship of such a security; or (2) purchases or sales of such securities. (Sec. 622) Amends the BHCA to prohibit a financial company from merging, consolidating with, or acquiring control of another company if the total consolidated liabilities of the acquiring financial company, upon consummation of the transaction, would exceed 10% of the aggregate consolidated liabilities of all financial companies at the end of the calendar year preceding the transaction. Exempts from such concentration limit an acquisition: (1) of a bank in default or in danger of default; (2) with respect to which assistance is provided by the FDIC; or (3) that would result only in a de minimis increase in the financial company's liabilities. Requires the Financial Stability Oversight Council to study and makes recommendations regarding the extent to which this concentration limit would affect financial stability, moral hazard in the financial system, the efficiency and competitiveness of domestic financial firms and financial markets, and the cost and availability of credit and other financial services to domestic households and businesses. Directs the Board to issue final implementing regulations to reflect Council recommendations. (Sec. 623) Amends the FDIA to prohibit the responsible agency (usually the FDIC) from approving an application for an interstate merger transaction if, upon consummation of the transaction, the resulting insured depository institution (including its affiliated insured depository institutions) would control more than 10% of the total amount of deposits of insured depository institutions in the United States. Exempts from this prohibition an interstate merger transaction that involves insured depository institutions in default or in danger of default, or with respect to which the FDIC provides specified assistance. Amends the BHCA to prohibit the Board from approving a bank holding company's application to acquire an insured depository institution if: (1) the institution’s home state is not the home state of the bank holding company; and (2) the applicant (including all affiliated insured depository institutions) control, or upon consummation of the transaction would control, more than 10% of the total amount of deposits of insured depository institutions in the United States. Exempts from this prohibition an acquisition that involves insured depository institutions in default or in danger of default, or with respect to which the FDIC provides specified assistance. Amends the HOLA to prohibit acquisitions of insured depository institutions by a savings and loan holding company if : (1) the depository institution’s home state is not the home state of the savings and loan holding company; and (2) the applicant and all affiliated insured depository institutions control, or upon consummation of the transaction would control, more than 10% of the total amount of deposits of insured depository institutions in the United States; and (3) the acquisition does not involve an insured depository institution in default or in danger of default, or with respect to which the FDIC provides specified specified assistance. (Sec. 624) Prohibits a savings association that fails to become or remain a qualified thrift lender from paying dividends, except those permissible for a national bank, necessary to meet the obligations of a controlling company, and specifically approved by the Comptroller of the Currency and the Board. (Sec. 625) Sets forth requirements for treatment of dividends by certain savings association subsidiaries of mutual holding companies, including those for: (1) advance notice of dividend declarations; (2) invalidity of any dividends not announced before their declaration; (3) waiver by a mutual holding company of dividends declared by a subsidiary; and (4) federal banking agency valuations of waived dividends. (Sec. 626) Authorizes the Board to require a grandfathered unitary savings and loan holding company which conducts non-financial activities to conduct its financial activities through an intermediate holding company that is a savings and loan holding company. Requires the Board to require the establishment of an intermediate holding company if that is necessary to supervise financial activities appropriately or to ensure that the Board does not supervise the non-financial activities. Declares that the internal financial activities of a grandfathered unitary savings and loan holding company shall not be required to be placed in an intermediate holding company. Requires a grandfathered unitary savings and loan holding company that controls an intermediate holding company established under this Act to serve as a source of strength to its subsidiary intermediate holding company. Requires the Board to establish criteria for determining whether to require a grandfathered unitary savings and loan holding company to establish an intermediate holding company. (Sec. 627) Amends the FRA, HOLA, and FDIA to repeal the prohibition against the payment of interest on demand deposits. (Sec. 628) Amends the BHCA to exclude from treatment as a bank certain institutions which do not engage in the business of making commercial loans, other than credit card loans made to businesses that meet the eligibility criteria for small business loans Title VII: Wall Street Transparency and Accountability - Wall Street Transparency and Accountability Act of 2010 - Subtitle A: Regulation of Over-the-Counter Swaps Markets - Part I: Regulatory Authority - (Sec. 712) Directs the Commodity Futures Trading Commission (CFTC) and the SEC to consult and coordinate with one another and with the Prudential Regulators before commencing any rulemaking or issuing an order regarding swaps, swap dealers, major swap participants, swap repositories, persons associated with a swap dealer or major swap participant, eligible contract participants, or swap execution facilities. Exempts from such requirement an order issued: (1) in connection with an actual or potential violation of either the Commodity Exchange Act (CEA) or the securities laws; or (2) in certain federal administrative proceedings conducted on the record. Directs the CFTC and the SEC to prescribe joint implementing regulations regarding specified mixed swaps. Denies jurisdiction to the CFTC and registered futures organizations over security-based swaps, and to the SEC and registered national securities associations over swaps, except as otherwise authorized by this title. Retains the authority of a registered futures or national securities association, however, to examine for compliance with, and enforce, its rules on capital adequacy. Prescribes a procedure for judicial review of final rules, regulations, or orders of either the CFTC or the SEC if the other objects on jurisdictional grounds. Requires the Financial Stability Oversight Council to engage in dispute resolution if the CFTC and the SEC fail to prescribe such joint rules in a timely manner. (Sec. 713) Amends the Securities Exchange Act of 1934 to authorize a registered broker or dealer also registered as a futures commission merchant to hold cash and securities in a portfolio margining account carried as a futures account subject to the Commodity Exchange Act. Amends the Commodity Exchange Act to authorize a registered futures commission merchant that is also a registered securities broker or dealer to hold in a portfolio margining account carried as a securities account any contract for the purchase or sale of a commodity for future delivery (or an option on such a contract), and any money, securities or other property received from a customer to margin, guarantee, or secure such a contract, or accruing to a customer as the result of such a contract. Directs the CFTC to exercise its authority to ensure that securities held in a portfolio margining account carried as a futures account are customer property and the owners of those accounts are customers for purposes of the Commodity Broker Liquidation requirements of federal bankruptcy law. (Sec. 714) Authorizes the CFTC and the SEC to collect information concerning the markets for any types of swap or security-based swap and report on those detrimental to the stability of a financial market or of its participants. (Sec. 715) Authorizes either the CFTC or the SEC to prohibit an entity domiciled in a foreign country from participating in the United States in any swap or security-based swap activities if the regulation of swaps or security-based swaps markets in that foreign country undermines the stability of the U.S. financial system. (Sec. 716) Prohibits federal assistance to a swaps entity with respect to any swap, security-based swap, or other activity. Excludes from the definition of "swaps entity" any major swap participant or major security-based swap participant that is an insured depository institution. Declares this prohibition against federal assistance to a swap entity inapplicable to certain Federal Reserve-supervised and insured depository institutions owning or establishing an affiliate which is a swaps entity in compliance with the Federal Reserve Act and CFTC or SEC requirements. Applies such prohibition to any insured depository institution, however, unless it limits its swap or security-based swap activities to: (1) hedging and other similar risk mitigating activities directly related to the institution's activities; and (2) acting as a swaps entity for swaps or security-based swaps involving rates or reference assets that are permissible for investment by a national bank. Denies consideration as a bank permissible activity acting as a swaps entity for credit default swaps, including swaps or security-based swaps referencing the credit risk of asset-backed securities, unless such swaps or security-based swaps are cleared by a derivatives clearing organization (DCO) or a clearing agency that is registered, or exempt from registration, as a DCO under the Commodity Exchange Act or as a clearing agency under the Securities Exchange Act, respectively. Requires liquidation (termination or transfer) of all swaps or security-based swap activities of swaps entities that are: (1) FDIC institutions that are put into receivership or declared insolvent as a result of such swaps or activities; or (2) institutions posing a systemic risk and subject to heightened prudential supervision that are put into receivership or declared insolvent as a result of such swaps or activities. Prohibits the use of taxpayer funds or resources: (1) to prevent the receivership of any swap entity resulting from its swap or security-based swap activity; or (2) for the orderly liquidation of any swaps entities that are non-FDIC insured, non-systemically significant institutions not subject to heightened prudential supervision. Requires recovery of all funds expended on the termination or transfer of the swap or security-based swap activity of a swaps entity from the disposition of the entity's assets or through assessments, including assessments on the financial sector. Prescribes rules for the conduct of swaps or security-based swap activities by a bank or bank holding company permitted to be or become a swap entity. Authorizes the Financial Stability Oversight Council to determine that swaps entities may no longer access federal assistance with respect to any swaps or security-based swap activities whenever provisions established by this Act are insufficient to effectively mitigate systemic risk and protect taxpayers. Requires an insured depository institution to comply with this Act's prohibition against proprietary trading in derivatives. (Sec. 717) Amends the CEA and the Securities Exchange Act of 1934 to: (1) prescribe a CFTC approval process for new products, including puts, calls, or other options on securities; and (2) deem a security any agreement, contract, or transaction (or class of such, including securities-related derivatives) exempted from restrictions on futures trading by the CTFC with the condition that the SEC exercise concurrent jurisdiction over the agreement, contract, or transaction (or class). (Sec. 718) Sets forth a process for the CFTC or the SEC to determine the status of novel derivative products. (Sec. 719) Requires the CFTC to study and report to Congress regarding the effects of the position limits imposed under this title on excessive speculation and on the movement of transactions from exchanges in the United States to trading venues outside the United States. Instructs the Chairman of the CFTC to report biennially to Congress on the growth or decline of the derivatives markets in the United States and abroad. Directs the CFTC and the SEC to study jointly and report to Congress on: (1) the feasibility of requiring the derivatives industry to adopt standardized computer-readable algorithmic descriptions to describe complex and standardized financial derivatives; (2) swap regulation as well as clearing house and clearing agency regulation in the United States, Asia, and Europe, comparing similar areas of regulation and other areas of regulation that could be harmonized; and (3) whether stable value contracts fall within the definition of a swap and if so, determine if an exemption from such definition for stable value contracts is appropriate and in the public interest. (Sec. 720) Directs the CFTC and the Federal Energy Regulatory Commission (FERC) to negotiate and submit to Congress a memorandum of understanding to establish procedures for: (1) applying their respective authorities in a manner to ensure effective regulation in the public interest; (2) resolving conflicts concerning overlapping jurisdiction between the two agencies; (3) avoiding conflicting or duplicative regulation; and (4) sharing information where either Commission is investigating potential manipulation, fraud, or market power abuse in markets within its purview. Part II: Regulation of Swap Markets - (Sec. 722) Amends the CEA with respect to CFTC exclusive jurisdiction over accounts, agreements and transactions involving swaps, and contracts of sale executed on a swaps execution facility. States that such CFTC jurisdiction limits neither the jurisdiction conferred by this Act upon the SEC with respect to security-based swap agreements and security-based swaps, nor SEC authority with respect to related agreements, contracts, or transactions. Amends the CEA to prohibit a swap from being: (1) considered to be insurance; and (2) regulated as an insurance contract under state law. Excludes from CFTC jurisdiction swaps activities outside the United States, unless they: (1) have a direct, significant connection with activities in, or effect upon, U.S. commerce; or (2) contravene CFTC regulations. Denies CFTC jurisdiction regarding any security other than a security-based swap. States that CFTC jurisdiction does not limit or affect the authority of FERC or a state regulatory authority with respect to an agreement, contract, or transaction entered into pursuant to a FERC- or state-approved tariff or rate schedule that is not executed, traded, or cleared on a registered entity or trading facility, or on one owned or operated by a regional transmission organization or independent system operator. Retains certain existing enforcement authority of FERC under the Federal Power Act and the Natural Gas Act. Requires the Secretary of the Treasury to take specified factors into consideration when determining whether to exempt foreign exchange swaps and foreign exchange forwards from the definition of swap (and U.S. regulation). (Sec. 723) Repeals the exclusion from regulation of certain derivative transactions, electronic trading facilities, swap transactions; and transactions in exempt commodities. States that it shall be unlawful for any person, other than an eligible contract participant, to enter into a swap unless the swap is entered into, on, or subject to the rules of a board of trade designated as a contract market under the CEA. Prescribes clearing requirements for swaps. Makes it unlawful for any person to engage in a swap without submitting it for clearing to a DCO that is either registered under this Act or exempt from such registration, if the swap is required to be cleared. Requires the CFTC to review on an ongoing basis each swap, or any group, category, type, or class of swaps to determine whether it should be required to be cleared. Requires a DCO to submit to the CFTC each swap, group, category, type, or class it plans to accept for clearing. Authorizes the CFTC to stay a clearing requirement. Requires the CFTC to: (1) prescribe rules to prevent evasions of clearing requirements; and (2) investigate swaps subject to clearing but which have not been listed for clearing by a DCO. Authorizes the CFTC, pursuant to such an investigation, to require that parties to swaps retain adequate margin or capital levels. (Sec. 724) Declares that it is unlawful for any person who is not registered with the CFTC as a futures commission merchant to accept money, securities, or property (or to extend credit in lieu of them) from, for, or on behalf of a swaps customer to margin, guarantee, or secure a swap cleared by or through a DCO (including money, securities, or property accruing to the customer as the result of such a swap). Requires a futures commission merchant to treat as belonging to the swaps customer, and deal as such, with all money, securities, and property of any swaps customer received to margin, guarantee, or secure a swap cleared by or though a DCO. Prohibits the commingling of such assets with the futures commission merchant's own funds or their use to margin, secure, or guarantee any trades or contracts of any swaps customer or person other than the person for whom they are held. Allows the commingling of such assets, however, and their deposit in the same account or accounts with any bank or trust company or with a DCO, as well as their withdrawal for specified business purposes. Deems a swap cleared by or through a DCO to be a commodity contract with regard to all money, securities, and property of any swaps customer received by a futures commission merchant or a DCO to margin, guarantee, or secure the swap (including money, securities, or property accruing to the customer as the result of the swap). Declares it unlawful for any recipient of money, securities, or property for deposit in certain separate accounts to hold, dispose of, or use such assets as belonging to any person other than the swaps customer of the futures commission merchant. Prescribes: (1) bankruptcy treatment of cleared swaps; and (2) segregation requirements for uncleared swaps. (Sec. 725) Modifies registration requirements governing DCOs, including governing core principles, risk management, and reporting requirements. Requires each DCO to designate an individual to serve as a compliance officer. Revises requirements for system safeguards and public disclosure of certain information, including contract terms, fees, margin-setting methodology and daily settlement prices of cleared contracts. Prescribes standards for governance fitness and mitigation of conflicts of interest. Directs the CFTC to adopt data collection and maintenance requirements for swaps cleared by DCOs that are comparable to the corresponding requirements for: (1) swaps data reported to swap data repositories; and (2) swaps traded on swap execution facilities. Amends the Legal Certainty for Bank Products Act of 2000 to revise the exclusion of identified banking products from the application of the CEA and from CFTC jurisdiction. Allows an exception to this exclusion for swaps or security-based swaps (thus subjecting them to federal banking agency regulation). Amends the CEA to declare that, in order to minimize systemic risk, under no circumstances shall a DCO be compelled to accept the counterparty credit risk of another clearing organization. (Sec. 726) Requires the CFTC to adopt conflict of interest rules which may include numerical limits on the control of, or the voting rights with respect to, any DCO that clears swaps, or swap execution facility or board of trade designated as a contract market that posts swaps or makes swaps available for trading, by a bank holding company with total consolidated assets of $50 billion or more, a nonbank financial company supervised by the Board, an affiliate of such a bank holding company or nonbank financial company, a swap dealer, major swap participant, or associated person of a swap dealer or major swap participant. (Sec. 727) Amends the CEA to require the CFTC to make swap transaction and pricing data available to the public in order to enhance price discovery. Authorizes the CFTC to require registered entities to publicly disseminate the swap transaction and pricing data required to be reported. Requires: (1) each swap to be reported to a registered swap data repository; and (2) public reporting on a semiannual and annual basis of aggregate swap data. (Sec. 728) Requires a person to register with the CFTC as a swap data repository regardless of whether the person is also licensed as a bank or registered with the SEC as a swap data repository. Allows a DCO to register as a swap data repository. Prescribes requirements and duties for swap data repositories, including designation of a chief compliance officer. (Sec. 729) Sets forth reporting and recordkeeping rules for uncleared swaps. (Sec. 730) Amends the CEA to set forth: (1) circumstances under which it is unlawful to enter into any swap that the CFTC determines performs a significant price discovery function with respect to registered entities; (2) requirements for the registration and regulation of swap dealers and major swap participants (including maintenance of daily trading records); and (3) special requirements for swap dealers acting either as advisors or as counterparties to special entities (federal, state, or local agencies, employee benefit plans or governmental benefit plans, or certain endowments). (Sec. 732) Directs the CFTC to require that futures commission merchants and introducing brokers implement specified conflict-of-interest systems and structural and institutional safeguards to avert conflicts of interest. (Sec. 733) Requires a swaps trading or processing facility to: (1) be registered as either a swap execution facility or as a designated contract market; and (2) maintain a risk analysis and oversight program. Prescribes core principles for swap execution facilities. (Sec. 734) Amends the CEA to repeal requirements for derivatives transaction execution facilities and an election for registration by exempt boards of trade. (Sec. 735) Revises requirements for a board of trade which has been designated as a contract market. Prescribes core principles for contract markets. Requires such a board of trade to: (1) establish a program of risk analysis and oversight to identify and minimize sources of operational risk; (2) establish and enforce disciplinary procedures; (3) establish emergency procedures, backup facilities, and a plan for disaster recovery; (4) conduct periodic tests to verify that back-up resources are sufficient to ensure continued order processing and trade matching, price reporting, market surveillance, and maintenance of a comprehensive and accurate audit trail; and (5) have adequate financial, operational, and managerial resources to discharge contract market responsibilities. Requires the board of directors of a publicly traded board of trade to recruit individuals from a broad and culturally diverse pool of qualified candidates. (Sec. 736) Authorizes the CFTC to regulate the setting of levels of margin for an registered entity. (Sec. 737) Directs the CFTC to establish position limits on: (1) trading or positions held by any group or class of traders; and (2) positions (other than bona fide hedge positions) that may be held by any person with respect to either contracts of sale for future delivery, or options on contracts or commodities traded on or subject to the rules of a designated contract market. (Sec. 738) Authorizes the CFTC to require a foreign board of trade to register with the CFTC if it provides its members or other participants located in the United States with direct access to the electronic trading and order matching system of the foreign board of trade. (Sec. 739) Revises the denial of voidability of hybrid instruments, transactions, and contracts based solely on any failure to comply with CFTC terms or conditions. Extends such denial to the voidability of agreement, contract, or transaction between eligible contract participants (or persons reasonably believed to be such) based solely on the failure of the agreement, contract, or transaction to meet the CFTC definition of a swap. (Sec. 740) Amends the Federal Deposit Insurance Corporation Improvement Act of 1991 to repeal its coverage of multilateral clearing organizations. (Sec. 741) Grants the CFTC exclusive enforcement authority over swap markets. Grants the Prudential Regulators exclusive authority to enforce certain prudential requirements with respect to swap dealers or major swap participants. Authorizes the CFTC and the Prudential Regulators to: (1) refer noncompliance with the other's requirements to the other; and (2) initiate an enforcement proceeding if the other does not. Amends the CEA to declare it unlawful for any person, in connection with any contract of sale of any commodity for future delivery (or option on such a contract), or any swap, on a group or index of securities to: (1) employ any device, scheme, or artifice to defraud; (2) make any untrue statement of a material fact, or omit to state a material fact necessary in order to make the statements not misleading; or (3) engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon any person. Grants the CFTC jurisdiction over certain accounts or pooled investment vehicles that are offered for the purpose of trading, or that trade, any agreement, contract, or transaction in foreign currency. Makes liable for certain double civil money penalties any DCO, swap dealer, or major swap participant that knowingly or recklessly evades, or participates in or facilitates an evasion of, specified requirements for certain transactions in exempt commodities. (Sec. 742) Amends the CEA to: (1) grant the CFTC jurisdiction over specified retail commodity transactions; (2) require large swap traders to make specified reports and disclosures to the CFTC; and (3) require segregation of a counterparty's assets to be held as collateral in over-the-counter swap transactions not submitted for clearing to a DCO. (Sec. 744) Authorizes the CFTC to seek, and the court to impose, equitable remedies, including restitution and disgorgement of gains, for violations of the CEA. (Sec. 745) Allows an CFTC interpretation of an acceptable business practice with respect to significant price discovery contracts to provide the exclusive means for complying with the CEA. Revises requirements for certification of new rules or rule amendments which registered entities may elect to approve and implement. (Sec. 746) Prohibits: (1) insider trading by any federal employee or agent who, by virtue of such status, acquires information that may affect price of any commodity in interstate commerce, or for future delivery, or any swap; (2) certain disruptive practices in trading, practice, or conduct subject to the rules of a registered entity, including "spoofing" (bidding or offering with the intent to cancel the bid or offer before execution); and (3) use of swaps to defraud. (Sec. 748) Directs the CFTC to pay an award (of 10%-30% of monetary sanctions collected) to commodity whistleblowers who voluntarily provide original information leading to the successful enforcement of a covered judicial, administrative, or related action brought by the CFTC that results in monetary sanctions exceeding $1 million. Establishes the Commodity Futures Trading Commission Customer Protection Fund for: (1) the payment of whistleblower awards; and (2) the funding of education initiatives to help customers protect themselves against violations of the CEA. Prohibits specified acts of retaliation against whistleblowers. Includes job reinstatement and back pay as well as compensation for special damages as relief for an individual prevailing in a whistleblower action. Prescribes prohibitions and requirements for whistleblower confidentiality. Instructs the CFTC Inspector General to study and report to Congress on whether a specified exemption under the FOIA aids whistleblowers in disclosing information to the CFTC. Declares nonenforceable: (1) the waiver of whistleblower rights and remedies provided by this Act; and (2) any predispute arbitration agreement requiring arbitration of a dispute arising under the whistleblower protections of this Act. (Sec. 750) Establishes an interagency working group to study and report to Congress on the oversight of existing and prospective carbon markets to ensure an efficient, secure, and transparent carbon market, including oversight of spot markets and derivative markets. (Sec. 751) Amends the CEA to establish the Energy and Environmental Markets Advisory Committee to serve as a vehicle for discussion and communication on matters of concern to exchanges, firms, end users, and regulators regarding energy and environmental markets, and their regulation by the CFTC. (Sec. 752) Requires the CFTC, the SEC, and the Prudential Regulators to consult and coordinate with foreign regulatory authorities on the establishment of consistent international standards for the regulation of swaps, security-based swaps, swap entities, and security-based swap entities. Authorizes the CFTC, the SEC, and the Prudential Regulators to agree to information-sharing arrangements necessary or appropriate in the public interest or for the protection of investors, swap counterparties, and security-based swap counterparties. Requires the CFTC to consult and coordinate with foreign regulatory authorities on the establishment of consistent international standards with respect to the regulation of contracts of sale of a commodity for future delivery (or options on them). Authorizes the CFTC to agree with foreign regulatory authorities on information-sharing arrangements necessary or appropriate in the public interest for the protection users of contracts of sale of a commodity for future delivery. (Sec. 753) Prohibits: (1) acts of manipulation and false or misleading information in connection with any swap, or a contract of sale of any commodity in interstate commerce, or for future delivery on or subject to the rules of any registered entity, and (2) any manipulative or deceptive device or contrivance in contravention of CFTC rules and regulations. Declares it unlawful for any person to make any false or misleading statement of a material fact to the CFTC. Subjects violations to a civil penalty. Prescribes enforcement actions, including private rights of action. Subtitle B: Regulation of Security-Based Swap Markets - (Sec. 762) Amends the Gramm-Leach-Bliley Act to repeal the prohibition against regulation of a security-based swap agreement. (Sec. 763) Amends the Securities Exchange Act of 1934 to prescribe requirements for clearing procedures and execution of security-based swaps, including requirements for: (1) swap execution facilities; (2) segregation of assets held as collateral in security-based swap transactions; and (3) position limits and accountability for security-based swaps and large trader reporting. Requires a clearing agency to submit and the SEC to review each security-based swap, or any group, category, type or class of security-based swaps to determine whether it should be required to be cleared. Excepts a security-based swap from clearing requirements if one of its counterparties is not a financial entity, is using such swaps to hedge or mitigate commercial risk, and notifies the SEC how it generally meets its financial obligations associated with entering into non-cleared security-based swaps. Leaves the application of such exception solely to the discretion of such a counterparty. Directs the SEC to consider whether to exempt from clearing requirements small banks, savings associations, farm credit system institutions, credit unions, and depository institutions with total assets of $10 billion or less. Grants the sole right to select the clearing agency at which a security-based swap will be cleared to a person that is not a swap dealer, major swap participant, security-based swap dealer, or major security-based swap participant but is counterparty to such a swap that is subject to the mandatory clearing requirement and entered into by a security-based swap dealer or a major security-based swap participant. Authorizes such a counterparty to any security-based swap that is not subject to the mandatory clearing requirement to elect to require clearing of the swap. Grants such a counterparty also the sole right to select the clearing agency. Requires each registered clearing agency to designate a chief compliance officer. Requires a clearing agency that performs its functions with respect to security-based swaps to register with the SEC. Requires the SEC to adopt rules governing such agencies. Authorizes the SEC to exempt a clearing agency from registration for the clearing of security-based swaps if it is subject to comparable oversight by either the CFTC or governmental authorities in the agency's home country. Sets forth registration and oversight requirements governing security-based swap execution facilities. Allows dual registration with the CFTC. Permits trading by such facilities only in security-based swaps that are not readily susceptible to manipulation. Requires such facility to: (1) monitor trading and trade processing in security-based swaps to prevent manipulation, price distortion, and disruptions of the delivery or cash settlement process (including methods for conducting real-time monitoring of trading and accurate trade reconstructions); (2) make public timely information on price, trading volume, and other trading data on ... [summary shortened here: the full Congressional Research Service summary is 208,420 characters; read it at congress.gov]

Congressional Research Service summary (Conference report filed in House), quoted unchanged (nonpartisan). Read the source.

What a vote does

PSI Sci description of the legislative step (not an opinion).

The strongest published arguments

Alternatives

Needs sources: no published alternatives yet (for example a different bill, a law instead of an amendment, or keeping current law). We only show items backed by a published source. Suggest one.

How did my representative vote? · This bill's floor votes

Officials and money

Sponsor: Rep. Frank, Barney [D-MA-4] · 0 cosponsors

Cost estimate: CBO cost estimate: H.R. 4173, Wall Street Reform and Consumer Protection Act of 2009 (2009-12-04); CBO cost estimate: H.R. 4173, Wall Street Reform and Consumer Protection Act of 2009 (2009-12-04); CBO cost estimate: H.R. 4173, Wall Street Reform and Consumer Protection Act of 2009 (2009-12-09); CBO cost estimate: H.R. 4173, Wall Street Reform and Consumer Protection Act of 2009 (2009-12-09); CBO cost estimate: H.R. 4173, Restoring American Financial Stability Act of 2010 (2010-06-09); CBO cost estimate: H.R. 4173, Restoring American Financial Stability Act of 2010 (2010-06-09); CBO cost estimate: H.R. 4173, Dodd-Frank Wall Street Reform and Consumer Protection Act (2010-06-28); CBO cost estimate: H.R. 4173, Dodd-Frank Wall Street Reform and Consumer Protection Act (2010-06-28); CBO cost estimate: H.R. 4173, Dodd-Frank Wall Street Reform and Consumer Protection Act (2010-06-29); CBO cost estimate: H.R. 4173, Dodd-Frank Wall Street Reform and Consumer Protection Act (2010-06-29)

Recorded votes

• House roll call 953 (2009): On Agreeing to the Amendment, HR4173 (2009-12-10): Agreed to
• House roll call 954 (2009): On Agreeing to the Amendment, HR4173 (2009-12-10): Failed
• House roll call 955 (2009): On Agreeing to the Amendment, HR4173 (2009-12-10): Agreed to
• House roll call 956 (2009): On Agreeing to the Amendment, HR4173 (2009-12-10): Agreed to
• House roll call 957 (2009): On Agreeing to the Amendment, HR4173 (2009-12-10): Failed
• House roll call 958 (2009): On Agreeing to the Amendment, HR4173 (2009-12-10): Failed
• House roll call 959 (2009): On Agreeing to the Amendment, HR4173 (2009-12-10): Failed
• House roll call 960 (2009): On Agreeing to the Amendment, HR4173 (2009-12-11): Failed
• House roll call 961 (2009): On Agreeing to the Amendment, HR4173 (2009-12-11): Failed
• House roll call 962 (2009): On Agreeing to the Amendment, HR4173 (2009-12-11): Agreed to
• House roll call 963 (2009): On Agreeing to the Amendment, HR4173 (2009-12-11): Failed
• House roll call 964 (2009): On Agreeing to the Amendment, HR4173 (2009-12-11): Agreed to
• House roll call 965 (2009): On Agreeing to the Amendment, HR4173 (2009-12-11): Failed
• House roll call 966 (2009): On Agreeing to the Amendment, HR4173 (2009-12-11): Failed
• House roll call 967 (2009): On Motion to Recommit with Instructions, HR4173 (2009-12-11): Failed
• House roll call 968 (2009): On Passage, HR4173 (2009-12-11): Passed
• Senate vote 162 (2010): On Passage of the Bill, HR4173 (2010-05-20): Bill Passed
• Senate vote 163 (2010): On the Motion, HR4173 (2010-05-24): Motion Agreed to
• Senate vote 164 (2010): On the Motion, HR4173 (2010-05-24): Motion Agreed to
• House roll call 343 (2010): On Motion to Instruct Conferees, HR4173 (2010-06-09): Failed
• House roll call 412 (2010): On Motion to Recommit the Conference Report with Instructions, HR4173 (2010-06-30): Failed
• House roll call 413 (2010): On Agreeing to the Conference Report, HR4173 (2010-06-30): Passed
• Senate vote 206 (2010): On the Cloture Motion, HR4173 (2010-07-15): Cloture Motion Agreed to
• Senate vote 207 (2010): On the Motion, HR4173 (2010-07-15): Motion Agreed to
• Senate vote 208 (2010): On the Conference Report, HR4173 (2010-07-15): Conference Report Agreed to

Sources

• Congressional Research Service summary (Conference report filed in House)
• Congress.gov
• Data: GovInfo BILLSTATUS bulk data (Library of Congress), BILLSTATUS-111hr4173.xml <https://www.govinfo.gov/bulkdata/BILLSTATUS/111/hr>

Record fed-us-cong111-hr4173 · catalog fed-us-congress-bills-cong111 · updated 2026-11-15 by psicol fed-bills-cong111