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Wilmington Trust Company

FEDERAL DEPOSIT INSURANCE CORPORATION

IN RE: Wilmington Trust Company
Wilmington, Delaware
Application for Consent to Directly Acquire and Hold All the Shares of a Foreign Financial Entity to be Organized Under the Laws of Jersey, the Channel Islands

ORDER

The undersigned, acting under delegated authority, has fully considered all available facts and information relevant to the application of Wilmington Trust Company, Wilmington, Delaware, (the "Bank"), for consent to acquire and hold all of the issued and outstanding shares of a foreign financial entity, Wilmington Trust (Channel Islands), Ltd. ("Channel Islands Subsidiary"), to be established in Jersey, the Channel Islands, and has concluded that the application should be approved.

Accordingly, for the reasons set forth in the attached Statement, it is hereby ORDERED, that the application submitted by the Bank for consent to hold all of the issued and outstanding shares of the Channel Islands Subsidiary be and the same hereby is approved, subject to the following conditions:

1. In addition to the records, controls, and reports required by section 347.110(a) of the Federal Deposit Insurance Corporation's ("FDIC") Rules and Regulations, the Bank will take all steps within its control to ensure that the Channel Islands Subsidiary and its directors, officers, employees and agents, independent contractors and affiliates provide the Bank access to information and records concerning the Channel Islands Subsidiary's business operations and transactions as is permitted under Jersey law. In addition to the requirements of section 347.110(b) of the FDIC's Rules and Regulations, the Bank shall, upon request in connection with an FDIC examination of the Bank or otherwise, provide such information to the FDIC;

2. The Bank and the Channel Islands Subsidiary shall ensure that consent provisions are included in appropriate and relevant documents and instruments governing the Channel Islands Subsidiary's customer relationships to permit the Bank to disclose to the FDIC all documents and information concerning customer relationships and accounts;

3. The Bank shall ensure that the Channel Islands Subsidiary develops and maintains an enhanced due diligence program acceptable to the FDIC. The program should be designed to identify and monitor those customers and their transactions that pose a heightened risk to the Bank;

4. The consent granted herein is based upon facts, circumstances, and commitments presented to the FDIC in connection with this request. The Bank shall notify the FDIC of any significant changes in facts or circumstances. The FDIC's action is conditioned on its ability to alter, suspend, or withdraw its approval should any development be deemed to warrant such action;

5. This approval is conditioned on the Bank and the Channel Islands Subsidiary obtaining all necessary and final approvals from the appropriate state, federal and foreign authorities;

6. The Bank shall submit an executed copy of the management agreement by and between the Channel Islands Subsidiary and its third-party manager to the FDIC's Regional Director (New York), and in addition, the Bank shall identify any material change in the management agreement from the draft agreement submitted as part of the Bank's application.

7. If the proposed investment has not occurred within twelve months from the date of this approval, or unless, in the interim, a request for an extension of time has been approved by the FDIC, the consent granted herein shall expire at the end of the twelve-month period.

Dated at Washington, D.C., this day of 2000.

By: _____________________________
Michael J. Zamorski
Deputy Director
Division of Supervision


FEDERAL DEPOSIT INSURANCE CORPORATION

IN RE: Wilmington Trust Company
Wilmington, Delaware
Application for Consent to Directly Acquire and Hold All the Shares of a Foreign Financial Entity to be Organized Under the Laws of Jersey, the Channel Islands

STATEMENT

Pursuant to the provisions of Section 18(l) of the Federal Deposit Insurance Act and Parts 347 and 303 of the Federal Deposit Insurance Corporation ("FDIC") Rules and Regulations, Wilmington Trust Company, Wilmington, Delaware, ("Wilmington Trust"), a state-chartered nonmember insured bank, has applied for the FDIC's consent to acquire and hold all of the issued and outstanding shares of a foreign financial entity, Wilmington Trust (Channel Islands), Ltd. ("Wilmington Channel Islands"), to be established in Jersey, the Channel Islands and to be organized under Jersey law.

As of December 31, 1999, Wilmington Trust had $135 billion in trust, custody, and asset management relationships and was the twelfth largest personal trust provider in the U.S. managing more than $18 billion in personal trust assets. Wilmington Trust provides fiduciary and administrative services for special purpose entities and special purpose vehicles. Both of the latter are used typically in structured financing, providing certain tax and legal benefits. Wilmington Trust provides these services directly in Delaware and Nevada and anticipates an overseas market for its expertise in providing similar fiduciary and administrative services.

Wilmington Trust formed Wilmington Trust Global Services, Limited ("Global") in 1999, a Delaware corporation and a wholly-owned subsidiary of Wilmington Trust. Global established a representative sales office in London, United Kingdom, to generate corporate trust sales overseas for its trust and trust-related services provided in Delaware, Nevada and Cayman Islands. Wilmington Channel Islands is to be organized under The Companies Law (Jersey) Law of 1991 (as amended). Wilmington Trust has obtained a license on behalf of Wilmington Channel Islands to conduct trust and trust-related activities under the Regulation of Undertakings and Development (Jersey) Law 1973 (as amended). Wilmington Channel Islands will enter into an agreement with Royal Bank of Canada Trust Company (Jersey) Limited to provide management, administrative, and secretarial services. Wilmington Channel Islands does not intend to engage in the general business of buying or selling goods, wares, merchandise, or commodities in the United States and will not maintain an office in the United States. Any activities engaged in by Wilmington Channel Islands in the United States will be incidental to its international or foreign business. Accordingly, the limits and restrictions set forth in sections 347.107 have been satisfied.

The FDIC has fully considered all available facts and information relevant to the Wilmington Trust application. Based on Wilmington Trust's satisfactory condition, and the level of investment in the proposed Channel Islands entity and the aggregate investment in foreign organizations by Wilmington Trust in relation to its capital, the FDIC has concluded that the application should be conditionally approved. In order to fulfill the FDIC's supervisory responsibilities, the conditions address regulatory concerns including, but not limited to, the FDIC's ability to assess the impact of Wilmington Channel Islands on Wilmington Trust. The Order includes conditions to ensure FDIC access to information about Wilmington Channel Islands' activities, and Wilmington Trust's consent to FDIC examination of Wilmington Channel Islands' activities.

DEPUTY DIRECTOR
DIVISION OF SUPERVISION
FEDERAL DEPOSIT INSURANCE CORPORATION



Last Updated 03/24/2011 Legal@fdic.gov