Financial Modernization Act of 1988

Financial Modernization Act of 1988 - Title I: Securities Affiliates of Bank Holding Companies - Amends the Banking Act of 1933 ("Glass-Steagall Act") to repeal specified provisions of such Act which: (1) prohibit a bank that is a member of the Federal Reserve System (member bank) from affiliating with a securities firm; and (2) prohibit member banks from employing officers, directors, or employees who are also employed by a firm primarily engaged in securities activities.

Amends the Bank Holding Company Act of 1956 to allow bank holding companies to own shares of securities affiliates which engage in: (1) underwriting, distributing, or dealing in securities of any type; (2) securities brokerage, investment advisory, or other accepted securities activities; and (3) other activities permitted by the Board of Governors of the Federal Reserve System. Establishes criteria for Board approval of such acquisitions. Prohibits mergers between certain large banks or bank holding companies (those having assets of more than $30,000,000,000) and large securities firms (those having assets of more than $15,000,000,000).

Establishes criteria (including a notice requirement) for bank holding company investment in securities affiliates. Establishes capital standards to be used by the Board in determining whether a bank holding company meets the acquisition guidelines.

Restricts transactions between banks or insured institutions and securities affiliates, including: (1) extensions of credit directly or indirectly benefiting such affiliates; and (2) interlocking directorates.

Requires each securities affiliate to prominently disclose to customers that: (1) the securities affiliate is not a bank or a federally-insured institution and is separate from any affiliated bank or insured institution; (2) the securities offered or sold are not deposits and are not insured by the Federal Deposit Insurance Corporation (FDIC) or the Federal Savings and Loan Corporation (FSLIC) and are not guaranteed by an affiliated bank or insured institution.

Prohibits a bank, insured institution, or subsidiary from giving investment advice on securities dealt in by a securities affiliate without disclosing that the securities affiliate is underwriting, distributing, or dealing in the securities. Prohibits the disclosure of any nonpublic customer information between a securities affiliate and a bank, insured institution, or subsidiary without the customer's consent. Prohibits a securities affiliate from dealing in asset-related securities originated by an affiliated bank, insured institution, or subsidiary unless such securities are rated by a nationally recognized rating organization and are issued or guaranteed by the Federal Home Loan Mortgage Corporation, the Federal National Mortgage Association, or the Government National Mortgage Association.

Requires each appropriate Federal banking agency and the Securities and Exchange Commission (SEC) to establish a program for: (1) enforcing such restrictions; (2) and responding to consumer complaints about violations.

Specifies that any securities affiliate of a bank holding company previously approved by the Federal Reserve Board must meet the requirements of this Act, unless the affiliate's activities are specifically authorized by statute for a national bank.

Limits securities underwriting, distribution, and dealing by banks affiliated with a securities affiliate.

Prohibits a securities affiliate from underwriting, distributing, or dealing in certain types of unsecured corporate debt securities or equity securities unless each of its affiliated banks is in compliance with any applicable risk-based capital standards issued by the appropriate Federal banking agency.

Prohibits a securities affiliate from engaging in the underwriting, distribution, or dealing in unsecured corporate debt securities having a maturity of one year or more or securities issued by a registered investment company until 180 days after the enactment of this Act. Prohibits a securities affiliate from underwriting, distributing, or dealing in equity securities (other than those issued by a registered investment company) except pursuant to a joint resolution to be considered by the 102d Congress. Requires that a vote on such joint resolution be taken by April 1, 1991.

States that acquisition applications which are not acted upon by the Board within 91 days shall be deemed to be granted. Repeals this requirement four years after enactment of this Act.

Preempts State laws which are inconsistent with this Act.

Amends the Federal Reserve Act to extend the prohibition against purchasing of any security by a member bank during existence of any underwriting or selling syndicate if any affiliate of the bank is a principal underwriter of that security from the day such syndicate terminates until 30 days after such termination.

Amends the Federal Deposit Insurance Act to impose additional restrictions on securities affiliations of insured banks.

Authorizes a national bank to: (1) underwrite certain types of State and local government bonds; and (2) sponsor unit investment trusts and distribute investment company securities, if such bank has no securities affiliate.

Amends the International Banking Act of 1978 to prohibit: (1) U.S. banking activities by large foreign banks that become affiliated with large investment banking organizations with U.S. offices; and (2) U.S. investment banking activities by large foreign investment banking organizations that become affiliated with large bank holding companies or banks.

Amends the Bank Holding Company Act to allow the establishment of "diversified financial holding companies." Defines a "diversified financial holding company" as a company that directly or indirectly controls a bank and which: (1) engages only in financial activities; (2) devotes 80 percent or more of its consolidated assets to certain activities permissible under the Bank Holding Company Act; (3) has not more than 20 percent of its consolidated assets consisting of insured banks or thrift institutions; (4) has not more than 40 percent of its consolidated assets consisting of all types of banks or thrift institutions (insured, uninsured, domestic, or foreign); and (5) gives written notice to the Federal Reserve Board of its intent to be treated a diversified financial holding company. Specifies that a diversified financial holding company shall not be considered as a bank holding company but shall be subject to applicable Federal statutes relating to bank holding companies. Provides exemptions for diversified financial holding companies with respect to: (1) grandfathered rights to continue to engage in nonconforming financial activities; and (2) normal bank holding company examination and capital requirements. Subjects such diversified companies and subsidiary banks to restrictions applicable to bank holding companies with respect to joint marketing of affiliate services and lending to affiliates engaged in nonconforming activities. Permits the Federal Reserve Board to order a diversified company to divest any subsidiary bank not meeting capital standards.

Requires the Federal Reserve Board, the Securities and Exchange Commission (SEC), the Federal Deposit Insurance Corporation (FDIC), the Comptroller of the Currency, and the Commodity Futures Trading Commission (CFTC) to review and coordinate their respective rules applicable to capital adequacy, reporting requirements, and transactions with affiliates on an ongoing basis. Requires such agencies to conduct a study and jointly submit a report to the Congress concerning: (1) the advisability of consolidated regulation of companies controlling banks or securities firms; (2) the appropriate techniques for supervising affiliate transactions within such firms; (3) the efforts to achieve international harmonization of the regulation of such firms; (4) the effect of financial activities outside the United States on securities activities and their regulation within the United States; (5) the advisability of establishing a permanent international framework to harmonize financial market regulation; (6) the nature and techniques used in supervising banking and securities organizations; and (7) the impact of financial services competition from firms that are neither banks nor securities firms.

Directs the agencies to develop proposed revisions to harmonize the capital adequacy of banking and securities organizations using the recent international agreement among bank regulators as a model.

Requires the agencies to submit an annual report to Congress regarding their progress towards, and recommendations for, achieving harmony of financial institution regulation.

Directs the Federal Reserve Board to conduct a study and submit a report to the Congress concerning the steps necessary to ensure the integrity and reliability of the large-dollar payments system in the United States.

Sets forth expedited procedures for the consideration and vote by the 102d Congress on whether or not to permit securities affiliates to underwrite, distribute, and deal in equity securities.

Title II: Expedited Procedures - Amends the Bank Holding Company Act of 1956 to establish (under limited circumstances, where a company acquires control of a bank in a reorganization) expedited procedures for forming a bank holding company. Exempts such formations from specified registration requirements under the Securities Act of 1933.

Requires any bank holding company seeking to engage in certain nonbanking activities (as determined by the Board) to notify the Board of such intentions. Allows the Board 60 days to: (1) disapprove the proposal; or (2) extend the time period for Board consideration. Provides limited exceptions from such notice requirements. Requires the Board, in determining whether to disapprove an application under this Act, to consider whether the activity described would produce benefits to the public that outweigh possible adverse effects.

Allows the Board to reduce the post-approval waiting period for: (1) bank holding company acquisitions; and (2) bank mergers.

Amends the Depository Institution Management Interlocks Act to reduce from 50 percent to 25 percent the amount of voting stock of one depository institution that must be owned by another institution in order for those institutions to be considered to be affiliated and thus exempt from the restrictions of such Act. Exempts advisory and honorary directors of depository institutions with assets of less than $100,000,000 from the restrictions of such Act. Provides a five-year exemption from the prohibitions of such Act for a depository institution holding company that closes, or is in danger of closing (as determined by the principal Federal regulator) and is acquired by another depository instituion or holding company. Provides an exemption from such Act to allow a director of an unaffiliated depository institution or holding company to also serve as a director of a diversified savings and loan holding company (but not of subsidiary depository institutions). Extends the grandfather provisions of such Act for an additional five years. (Currently, such provisions are scheduled to expire on November 11, 1988.)

Provides that a national bank may own the stock of a bankers' bank or a bankers' bank holding company if such bankers' bank or holding company is owned exclusively by either banks or holding companies. Allows a bankers' bank chartered by the Comptroller of the Currency to be organized within a holding company provided that the holding company for the bankers' bank is owned by depository institutions and their holding companies.

Permits the Federal Reserve Board to increase the limit for member banks on loans secured by stock or bond collateral to any one person to 15 percent of a bank's unimpaired capital and surplus.

Title III: Brokers and Dealers - Amends the Securities Exchange Act of 1934 to revise the definition of "broker" to include a bank which publicly solicits brokerage business or receives compensation for such business in excess of the bank's transaction costs ("incentive compensation").

Provides that a bank shall not be considered to be a "broker" under such Act because it engages in certain exempted activities, including: (1) networking arrangements; (2) trust activities; (3) transactions in municipal and certain other securities; (4) transactions in employee benefit accounts, money market sweep accounts, or affiliate accounts; (5) private placement activities; and (6) less than 1,000 other securities transactions per year, provided the bank does not have a subsidiary or affiliate registered as a broker or dealer.

Revises the definition of "dealer" to exclude banks which engage in certain exempted activities, including: (1) transactions in commercial paper, bankers' acceptances, commercial bills, or exempted securities; (2) transactions in municipal securities, provided the bank does not have a securities affiliate; (3) trust or fiduciary activities; and (4) securitization activities.

Authorizes the SEC to exempt any person or class of persons from the definition of "broker" or "dealer" upon a finding that such an exemption is consistent with the public interest, the protection of investors, or the purposes of the Securities Exchange Act.

Prohibits a bank from acting as a broker or dealer, except on an exclusively intrastate basis.

Title IV: Bank Investment Company Activities - Amends the Investment Company Act of 1940 to require a registered investment company which places its assets with a bank that is an affiliated person, promoter, sponsor, organizer, or principal underwriter for such a company to do so only in accordance with regulations the SEC may adopt after written consultations with the appropriate Federal banking agency. Requires a unit investment trust which designates an affiliated bank as a trustee to do so only in accordance with regulations that the SEC may adopt after written consultation with the appropriate Federal banking agency.

Prohibits an investment company from knowingly acquiring securities during an underwriting where the proceeds will be used to retire indebtedness owed to an affiliated bank.

Prohibits a mutual fund from borrowing from an affiliated bank except pursuant to regulations adopted by the SEC.

Revises the definition of "interested person" for purposes of the Investment Company Act to include any person (including a bank) that acts as custodian, or transfer agent, or engages in specific types of transactions with an investment company within the preceding six-month period. Extends the prohibition against officers, directors, and employees of any one bank constituting the majority of the board of directors of a registered investment company to the officers and directors of any one bank and its subsidiaries, or any one bank holding company and its affiliates and its subsidiaries.

Prohibits a registered investment company or persons who sell securities issued by a registered investment company from representing or implying that the company or security is insured by the FDIC or FSLIC or is guaranteed by, or is otherwise an obligation of, any insured institution. Authorizes the SEC to issue regulations to require such a company or person to disclose that such securities are not so insured or guaranteed.

Revises the definition of "broker" and "dealer" for purposes of the Investment Company Act and the Investment Advisers Act to conform to the revised definition of such terms in the Securities Exchange Act.

Amends the Investment Advisors Act of 1940 to remove the exclusion from the definition of "investment adviser" for banks that advise investment companies.

Requires the SEC to notify the appropriate Federal banking agency before initiating any examination, investigation, or enforcement action against any bank holding company, bank, or department or division of a bank registered or required to be registered under the Investment Advisors Act.

Authorizes the SEC to share information with Federal, State, foreign, and self-regulatory organizations, officials, or agencies for law enforcement and regulatory purposes.

Title V: Strengthened Enforcement Authority - Enforcement Powers Improvement Act of 1988 - Part A: Regulation of Banks - Amends the Federal Deposit Insurance Act to list the types of remedial relief that an appropriate Federal banking agency may require in a cease and desist order. Allows a Federal banking agency to issue a temporary cease and desist order where an insured bank's books and records are so incomplete or inaccurate that the agency is unable to determine the financial condition of the bank or the details or purposes of any transactions.

Makes technical amendments with respect to a Federal agency's authority to remove or suspend any "institution-related party."

States that the resignation or termination of an individual shall not affect the jurisdiction or authority of a Federal banking agency to take enforcement actions.

Expands a Federal banking agency's authority to assess penalties to include violations of conditions imposed in writing by such agency in connection with the granting of any application or other request.

Permits any individual who is the subject of a suspension, removal, or prohibition order under such Act with agency approval, to reenter the industry.

States that the authority granted to Federal banking agencies under such Act shall be in addition to, and not restricted by, any other authority provided by law.

Increases the civil penalty for permitting certain convicted individuals to work at an insured bank. Subjects the individual, as well as the bank, to such penalty.

Deletes the provision requiring that those assessed a civil money penalty under the Change in Bank Control Act of 1978 be afforded the right to a de novo trial in U.S. district court. States that such persons are entitled to an agency hearing and administrative review.

Amends the Bank Protection Act of 1968 to eliminate a specified reporting requirement regarding the installation, maintenance, and operation of security devices and procedures.

Modifies the civil money penalty assessment powers of Federal agencies with respect to inaccurate call reports and bank holding company reports.

Part B: Regulation of Savings and Loan Associations - Amends the National Housing Act and the Home Owners' Loan Act of 1933 to allow the Federal Savings and Loan Insurance Corporation (FSLIC) and the Federal Home Loan Bank Board to: (1) order restitution or reimbursement from their institution-related parties to recover losses resulting from violations of law or other improper conduct; and (2) use a cease and desist order to limit the activities and functions of institution-related parties based upon unsafe or unsound conduct causing financial loss or other damage to an insured institution or Federal association. States that a removal or suspension under such Act shall be deemed to be a removal or suspension from all federally insured institutions, bank holding companies, and Federal associations.

Amends the National Housing Act and the Home Owners' Loan Act of 1933 to provide that the jurisdiction and authority granted to the FSLIC and the Bank Board under such Acts shall not be affected by the resignation or termination of any institution or association-related party.

Amends the National Housing Act and the Home Owners' Loan Act of 1933 to make procedural changes with respect to the civil money penalty authority of the FSLIC and the Bank Board.

Amends the National Housing Act to require insured institutions, Federal savings banks, and savings and loan holding companies to make reports of condition to the FSLIC. Establishes civil penalties for failing to submit such reports within the period of time specified by the FSLIC and for making false or misleading reports.

Part C: Credit Unions - Amends the Federal Credit Union Act to set forth the types of relief which the National Credit Union Administration Board (NCUAB) can require as part of a cease and desist order. Allows the NCUAB to issue a cease and desist order in cases in which a credit union's books and records are so incomplete or inaccurate that the NCUAB is unable to determine the financial condition of that credit union.

Makes technical amendments with respect to the NCUAB's authority to remove or suspend any "institution-related party." Grants such removal authority to other Federal regulatory agencies.

States that the resignation or termination of an individual shall not affect the jurisdiction or authority of the NCUAB to take enforcement actions.

Expands the NCUAB's authority to assess penalties to include violations of conditions imposed in writing by such agency in connection with the granting of any application or other request.

Permits any individual who is the subject of a suspension, removal, or prohibition order under such Act with agency approval, to reenter the industry.

Increases the civil penalty for permitting certain convicted individuals to work at an insured institution without NCUAB permission. Subjects the individual, as well as the institution, to such penalty.

Eliminates certain reporting requirements regarding the installation, maintenance, and operation of security devices and procedures.

Title VI: Truth in Savings and Investments - Truth in Savings and Investments Act - Requires each advertisement, announcement, or solicitation by a depository institution which refers to a specific interest rate, yield, or rate or earnings on amounts held in any account to state the following information clearly and conspicuously: (1) the annual percentage yield and the period such yield is in effect; (2) all minimum initial deposit, minimum balance, and time requirements for earning such yield; (3) fees or other conditions that could reduce the yield; and (4) any penalty for early withdrawal. Authorizes the Board of Governors of the Federal Reserve System to exempt advertisements, announcements, or solicitations made by any broadcast or electronic medium or outdoor advertising displays not on the premises of a depository institution from the disclosure requirements relating to initial deposit requirements or fees if such disclosure would be unnecessarily burdensome.

Prohibits any depository institution from advertising an account as a free or no-cost account if: (1) there are minimum balance or limited transaction requirements to avoid fees; or (2) there is any service fee or transaction fee imposed for such account. Prohibits any institution from making any advertisement, announcement, or solicitation that is inaccurate or misleading or that misrepresents its deposit contracts.

Requires each depository institution to maintain a schedule, written in clear and plain language, of fees, charges, yields, and terms and conditions such as minimum balance and time requirements applicable to each class of accounts offered. Requires that such schedule be disclosed to potential customers and requesting individuals and mailed to account holders. Requires that account holders receive 30 days' advance notice of any change to be made in any term or condition required to be disclosed in the schedule if the change might reduce the yield or adversely affect any account holder.

Directs the Board to require modified disclosure requirements concerning the annual yield on variable rate accounts, multiple rate accounts, guaranteed-rate accounts that mature in less than one year, and accounts for which the interest rate is not guaranteed.

Requires a depository institution to calculate the amount of interest on an interest-bearing account using the average daily balance method with certain exceptions, based on the full amount of principal in the account for each day of the stated calculation period at the rates of interest disclosed pursuant to the requirements of this Act. Specifies that such requirement shall not be construed as prohibiting or requiring the use of any particular method of compounding or crediting of interest.

Directs the Board to provide for public notice and comment on, and to publish, model forms and clauses for common disclosures required by this Act.

Provides for the enforcement of this Act and the civil liability of a depository institution that fails to comply with requirements of this Act. Sets forth limitations on such liability and factors to be considered by the court in determining class action awards. Provides that an institution may not be held liable for a violation if the institution demonstrates that the violation was not intentional and resulted from a bona fide error, or if the institution makes a notification of and an adjustment for errors within a specified time. Establishes U.S. district court jurisdiction and a one-year statute of limitations for actions brought under this Act.

Directs the National Credit Union Administration to provide for the similar regulation of credit unions.

Amends the Investment Company Act of 1940 to require the SEC to: (1) consult with the Federal Reserve Board in order to review regulations prescribed under specific Acts to determine if such regulations are providing consumers with the ability to compare savings and investment options; and (2) modify its regulations if necessary.

Specifies that this Act supersedes any State laws relating to the disclosure of yields payable or terms for accounts.

Title VII: Home Equity Loans - Home Equity Loan Consumer Protection Act of 1988 - Amends the Truth in Lending Act to impose additional disclosure requirements for any open end credit plan secured by a consumer's dwelling. Specifies the information to be disclosed, including information regarding repayment options, credit restrictions, guaranteed terms, fees, and a statement that in the event of any default the consumer risks the loss of the dwelling. Imposes additional disclosure requirements for variable rate plans. Specifies the time and form of such required disclosures, which shall include an explanatory home equity line of credit brochure.

Prohibits a creditor from making unilateral changes in a contract for such a credit plan.

Permits a creditor to change the interest rate imposed only if it is based on an interest rate index that is not within the creditor's immediate control and that is readily available to the public.

Requires a creditor to refund to the consumer any money which had been paid to the creditor where the consumer elects not to enter the plan agreement because any term or condition is not guaranteed.

Specifies situations where the creditor has to right to terminate such a plan, including: (1) fraud or material misrepresentation on the part of the consumer; (2) failure by the consumer to meet the repayment terms of the agreement; or (3) any other action or failure to act by the consumer which adversely affects the creditor's security for the loan or rights in such security.

Requires additional disclosures in advertisements for such home equity loans.

Title VIII: Insurance Activities - Bank Holding Company and National Bank Improvements Act of 1988 - Amends the Bank Holding Company Act of 1956 to prohibit a bank holding company from engaging in any insurance activities in the United States, either directly or through any of its bank or nonbank subsidiaries, unless such activities qualify under specified exemptions. Accords grandfather rights with respect to specified insurance activities conducted by certain bank holding companies through State banks or subsidiaries.

Amends the National Bank Act to provide that a national bank or subsidiary thereof may engage in only those insurance activities which are limited to assuring the repayment of the outstanding balance due on a specific extension of credit by the national bank in the event of the death, disability, or involuntary unemployment of the debtor. Provides that a national bank located in an area with a population not exceeding 5,000 may engage in other insurance activities only so long as: (1) the insurance activities are confined to such an area; and (2) the insurance is sold only to residents of the State in which the bank is located or to natural persons employed in that State.

Title IX: Miscellaneous - Directs the Federal Reserve Board to conduct a study, and submit a report to the Congress, concerning the effects that hostile acquisitions in the banking industry could have on the safety, soundness, and stability of banking in the United States and on financial markets.

Prohibits a grandfathered nonbank bank owned by a bank holding company on August 10, 1987, from making commercial loans or accepting demand deposits or transaction accounts unless authorized by the Federal Reserve Board as of August 10, 1987.

Revises rules concerning joint marketing restrictions between an affiliated company and a grandfathered nonbank bank. Allows an industrial bank owned by a bank holding company to continue to engage in activities it was authorized to engage in on March 5, 1987. Specifies that a certain investment company shall be deemed to have been registered under the Investment Company Act of 1940 as of the date of its incorporation.