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4000 - Advisory Opinions

Applicability of Change in Bank Control Act to Proposed Corporate Reorganization Involving Nonbanking Subsidiaries


August 3, 1990

Douglas H. Jones, Deputy General Counsel

This responds to your letter of July 27, 1990 concerning the applicability of the Change in Bank Control Act ("CBCA"), 12 U.S.C. 1817(j), to the proposed corporate reorganization involving nonbanking subsidiaries of your client, ***.

Your letter states, and we assume for purposes of our analysis, that the proposed reorganization would be accomplished as follows. *** wholly owned subsidiary, ***, would become the direct owner of *** ("Affiliates"), and ***. ***, the major nonbank subsidiaries of ***. Affiliates currently is an indirect owner of four state-chartered insured industrial banks. By acquiring Affiliates, Funding would acquire indirect control of the four industrial banks.

We concur that notice under the CBCA is unnecessary. This is so because despite the addition of another subsidiary in the hierarchy of corporate control, effective control of the subsidiaries remains with ***.

We emphasize that this determination is based solely on the facts as you have presented them, and should not be interpreted as indicating our views on other situations arising out of corporate reorganizations or changes in control.

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