ORDERS ISSUED UNDER BANK HOLDING COMPANY ACT.
Orders Issued Under Section 4 of the Bank Holding Company Act
Wells Fargo Wells Fargo
armored carriers of bullion. [Am. Hist.: Brewer Dictionary, 1147]
See : Protectiveness
company that handled express service to western states; often robbed. [Am. Hist. & Company San Francisco, California “San Francisco” redirects here. For other uses, see San Francisco (disambiguation).
The City and County of San Francisco (EN IPA: [sænfrənˈsɪskoʊ]
Order Approving Notice to Engage in Nonbanking Activities
Wells Fargo & Company ("Wells Fargo"), a bank holding company within the meaning of the Bank Holding Company Act ("BHC BHC benzene hexachloride.
?-BHC see benzene hexachloride. Act"), has requested the Board's approval under section 4(c)(8) of the BHC Act (12 U.S.C. [sections] 1843(c)(8)) and section 225.24 of the Board's Regulation Y (12 C.F.R. 225.24) to acquire all the outstanding voting shares Voting Shares
Shares that give the stockholder the right to vote on matters of corporate policy making as well as who will compose the members of the board of directors.
Different classes of shares, such as preferred stock, sometimes don't allow for voting rights. of Ragen MacKenzie Group Incorporated ("Ragen MacKenzie"), and thereby acquire control of its subsidiaries, Ragen MacKenzie Incorporated ("Company") and Ragen MacKenzie Investment Services, Inc., all in Seattle, Washington This page is protected from moves until disputes have been resolved on the .
The reason for its protection is listed on the protection policy page. . Wells Fargo would thereby engage in the following nonbanking activities:
(1) Providing financial and investment advisory services, in accordance with section 225.28(b)(6) of Regulation Y (12 C.F.R. 225.28(b)(6)); (2) Providing securities brokerage, riskless principal, private placement, and other agency transactional services, in accordance with section 225.28(b)(7)(i), (ii), (iii), and (v) of Regulation Y (12 C.F.R. 225.28(b)(7)(i), (ii), (iii), and (v)); (3) Underwriting and dealing in government obligations and money market instruments in which state member banks may underwrite and deal under 12 U.S.C. [subsections] 335 and 24(7) ("bank-eligible securities"), and engaging in investing and trading activities, in accordance with section 225.28(b)(8)(i) and (ii) of Regulation Y (12 C.F.R. 225.28(b)(8)(i) and (ii)); and (4) Underwriting and dealing in, to a limited extent, all types of debt and equity securities other than interests in open-end investment companies ("bank-ineligible securities").
Notice of the proposal, affording interested persons an opportunity to submit comments, has been published (65 Federal Register 3963 (2000)). The time for filing comments has expired, and the Board has considered the notice and all comments received in light of the factors set forth in section 4(c)(8) of the BHC Act.
Wells Fargo, with total consolidated assets of approximately $207 billion, is the seventh largest banking organization in the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. .(1) Wells Fargo operates subsidiary banks with branches in numerous western and midwestern states, and engages through other subsidiaries in a broad range of permissible per·mis·si·ble
Permitted; allowable: permissible tax deductions; permissible behavior in school.
per·mis nonbanking activities. Ragen MacKenzie, with total consolidated assets of $649 million, engages directly and indirectly in a broad range of securities underwriting Underwriting
1. The process by which investment bankers raise investment capital from investors on behalf of corporations and governments that are issuing securities (both equity and debt).
2. The process of issuing insurance policies. and dealing, securities brokerage, investment advisory, and other activities.(2) Company is, and after consummation CONSUMMATION. The completion of a thing; as the consummation of marriage; (q.v.) the consummation of a contract, and the like.
2. A contract is said to be consummated, when everything to be done in relation to it, has been accomplished. of the proposal will continue to be, registered as a broker-dealer with the Securities and Exchange Commission ("SEC") under the Securities Exchange Act of 1934 (15 U.S.C. [sections] 78a et seq et seq. (et seek) n. abbreviation for the Latin phrase et sequentes meaning "and the following." It is commonly used by lawyers to include numbered lists, pages or sections after the first number is stated, as in "the rules of the road are found in Vehicle Code .) and a member of the National Association of Securities Dealers National Association of Securities Dealers (NASD)
Nonprofit organization formed under the joint sponsorship of the investment bankers' conference and the SEC to comply with the Maloney Act, which provides for the regulation of the OTC market. , Inc. ("NASD NASD
See: National Association of Securities Dealers
See National Association of Securities Dealers (NASD). "). Accordingly, Company is, and will continue to be, subject to the record-keeping and reporting obligations, fiduciary standards, and other requirements of the Securities Exchange Act of 1934, the SEC, and the NASD.
Wells Fargo, through its existing section 20 subsidiary, Norwest Investment Services, Inc., Minneapolis, Minnesota “Minneapolis” redirects here. For other uses, see Minneapolis (disambiguation).
Minneapolis (pronounced IPA: /ˌmɪniˈæpəlɪs/) is the largest city in the U.S. ("NISI"), currently underwrites and deals in, to a limited extent, certain types of bank-ineligible debt securities and engages in other permissible nonbanking activities.(3) Wells Fargo does not propose to merge NISI with Company at this time.
Underwriting and Dealing in Bank-Ineligible Securities
The Board previously determined that, subject to the framework of prudential limitations established in previous decisions to address the potential for conflicts of interests, unsound unsound
said of an animal, usually a horse, which has been examined for soundness and found to be unsatisfactory. banking practices, or other adverse effects, underwriting and dealing in bank-ineligible securities is so closely related to banking as to be a proper incident thereto within the meaning of section 4(c)(8) of the BHC Act.(4) The Board also previously determined that underwriting and dealing in bank-ineligible securities are consistent with section 20 of the Glass-Steagall Act The Glass-Steagall Act, also known as the Banking Act of 1933 (48 Stat. 162), was passed by
Congress in 1933 and prohibits commercial banks from engaging in the investment business. (12 U.S.C. [sections] 377), provided that the company engaged in the activity derives no more than 25 percent of its gross revenues from underwriting and dealing in bank-ineligible securities.(5) Wells Fargo has committed that Company will conduct its underwriting and dealing activities using the methods and procedures and subject to the prudential limitations established by the Board in the Section 20 Orders. Wells Fargo also has committed that Company will conduct its bank-ineligible securities underwriting and dealing activities subject to the Board's revenue restriction.(6) As a condition of this order, Wells Fargo is required to conduct the bank-ineligible securities activities of Company subject to the revenue restrictions and Operating Standards established for section 20 subsidiaries ("Operating Standards").(7)
Other Activities Approved by Regulation or Order
The Board previously determined that financial and investment advisory activities; securities brokerage, riskless principal Riskless Principal
Two principal transactions occurring at the same price that are reported only once as an agency transaction.
This is a principal transaction that synthesizes an agency transaction by removing the risks involved with holding a position. , private placement, and other agency transactional activities; bank-eligible securities underwriting and dealing; and investing and trading activities are closely related to banking within the meaning of section 4(c)(8) of the BHC Act.(8) Wells Fargo has committed that it will conduct these activities in accordance with the limitations set forth in Regulation Y and the Board's orders and interpretations relating to relating to relate prep → concernant
relating to relate prep → bezüglich +gen, mit Bezug auf +acc each of the activities.
In order to approve this notice, the Board also must determine that performance of the proposed activities is a proper incident to banking; that is, that the proposed activities "can reasonably be expected to produce benefits to the public, such as greater convenience, increased competition, or gains in efficiency, that outweigh out·weigh
tr.v. out·weighed, out·weigh·ing, out·weighs
1. To weigh more than.
2. To be more significant than; exceed in value or importance: The benefits outweigh the risks. possible adverse effects, such as undue concentration of resources, decreased or unfair competition, conflicts of interests, or unsound banking practices."(9) As part of its review of these factors, the Board considers the financial and managerial resources of the notificant and its subsidiaries and the effect the transaction would have on such resources.(10)
In considering the financial resources of the notificant, the Board has reviewed the capitalization of Wells Fargo and Company in accordance with the standards set forth in the Section 20 Orders and has found the capitalization of each to be consistent with approval. This determination is based on all the facts of record, including Wells Fargo's projections of the volume of the bank-ineligible underwriting and dealing activities of Company.
The Board also has reviewed the managerial resources of each of the entities involved in this proposal in light of examination reports and other supervisory information. In connection with the proposal, the Federal Reserve Bank of Minneapolis The Federal Reserve Bank of Minneapolis covers the 9th District of the Federal Reserve, including Minnesota, Montana, North and South Dakota, northwestern Wisconsin, and the Upper Peninsula of Michigan. ("Reserve Bank") has reviewed the policies and procedures Policies and Procedures are a set of documents that describe an organization's policies for operation and the procedures necessary to fulfill the policies. They are often initiated because of some external requirement, such as environmental compliance or other governmental of Company to ensure compliance with this order and the Section 20 Orders, including Company's operational and managerial infrastructure; computer, audit, and accounting systems; and internal risk management procedures and controls. On the basis of the Reserve Bank's review and all other facts of record, including the commitments provided in this case and the proposed managerial and risk management systems of Company, the Board has concluded that financial and managerial considerations are consistent with approval of the notice.
The Board has carefully considered the competitive effects of the proposal. To the extent that Ragen MacKenzie offers different types of products and services than Wells Fargo, the proposed acquisition would result in no loss of competition. In those markets where the product offerings of Wells Fargo's nonbanking subsidiaries overlap with the product offerings of Ragen MacKenzie, such as securities brokerage, investment advisory, and securities underwriting and dealing activities, there are numerous existing and potential competitors. Consummation of the proposal, therefore, would have a de minimis An abbreviated form of the Latin Maxim de minimis non curat lex, "the law cares not for small things." A legal doctrine by which a court refuses to consider trifling matters. effect on competition in the markets for these services, and the Board has concluded that the proposal would not have significantly adverse competitive effects in any relevant market.
The Board also expects that consummation of the proposal would provide added convenience to the customers of Wells Fargo and Ragen MacKenzie. Wells Fargo has indicated that consummation of the proposal would expand the range of products and services available to its customers and those of Ragen MacKenzie. Wells Fargo also has stated that the proposal would allow it to be a more effective competitor in the financial services The examples and perspective in this article or section may not represent a worldwide view of the subject.
Please [ improve this article] or discuss the issue on the talk page. industry. In addition, there are public benefits to be derived from permitting capital markets to operate so that bank holding companies can make potentially profitable investments in nonbanking companies and from permitting banking organizations to allocate their resources in the manner they consider to be most efficient when such investments and actions are consistent, as in this case, with the relevant considerations under the BHC Act.
Based on all the facts of record, the Board has determined that performance of the proposed activities by Wells Fargo, under the framework established in this and prior decisions, can reasonably be expected to produce public benefits that outweigh any reasonably expected adverse effects of the proposal. Accordingly, the Board has determined that the performance of the proposed activities by Wells Fargo is a proper incident to banking for purposes of section 4(c)(8) of the BHC Act.
On the basis of all the facts of record, the Board has determined that the notice should be, and hereby is, approved, subject to all the terms and conditions described in this order and the Section 20 Orders, as modified by the Modification Orders. The Board's approval of the proposal extends only to activities conducted within the limitations of this order, including the Board' s reservation of authority to establish additional limitations to ensure that the activities of Company are consistent with safety and soundness, avoidance of conflicts of interests, and other relevant considerations under the BHC Act. Underwriting and dealing in any manner other than as approved in this order is not within the scope of the Board's approval and is not authorized au·thor·ize
tr.v. au·thor·ized, au·thor·iz·ing, au·thor·iz·es
1. To grant authority or power to.
2. To give permission for; sanction: for Company.
The Board's determination also is subject to all the terms and conditions set forth in Regulation Y, including those in sections 225.7 and 225.25(c) (12 C.F.R. 225.7 and 225.25(c)), and to the Board's authority to require modification or termination of the activities of a bank holding company or any of its subsidiaries as the Board finds necessary to ensure compliance with, or to prevent evasion EVASION. A subtle device to set aside the truth, or escape the punishment of the law; as if a man should tempt another to strike him first, in order that he might have an opportunity of returning the blow with impunity. of, the provisions and purposes of the BHC Act and the Board's regulations and orders issued thereunder. The Board's decision is specifically conditioned on compliance with all the commitments made in connection with this notice, including the commitments discussed in this order and the conditions set forth in this order and the Board regulations and orders noted above. The commitments and conditions are deemed to be conditions imposed in writing by the Board in connection with its findings and decision, and, as such, may be enforced in proceedings under applicable law.
This proposal shall not be consummated later than three months after the effective date of this order, unless such period is extended for good cause by the Board or the Federal Reserve Bank of San Francisco The Federal Reserve Bank of San Francisco is the federal bank for the twelfth district in the United States. The twelfth district is made up of nine western states—Alaska, Arizona, California, Hawaii, Idaho, Nevada, Oregon, Utah, and Washington—plus American Samoa, , acting pursuant to delegated authority Delegated authority is an authority obtained from another that has authority since the authority does not naturally exist.
Typically this is used in a government context where an organization that is created by a legitimate government, such as a Board, City, Town or other .
By order of the Board of Governors, effective March 13, 2000.
(1.) Asset and ranking data are as of September 30, 1999.
(2.) Ragen MacKenzie currently holds certain investments in securities that may exceed the levels permissible for bank holding companies. Wells Fargo has committed to conform, within two years of consummation of the proposal, all investments held by Ragen MacKenzie and its subsidiaries to the requirements of section 4 of the BHC Act and the Board's regulations and interpretations thereunder.
(3.) See Norwest Corporation, 84 Federal Reserve Bulletin 552 (1998).
(4.) See J.P. Morgan & Co. Inc., et al., 75 Federal Reserve Bulletin 192 (1989), aff'd sub nom. Securities Industry Ass'n v. Board of Governors of the Federal Reserve System Board of Governors of the Federal Reserve System
The managing body of the Federal Reserve System, which sets policies on bank practices and the money supply. , 900 F.2d 360 (D.C. Cir. 1990); Citicorp, 73 Federal Reserve Bulletin 473 (1987), aff'd sub nom. Securities Industry Ass'n v. Board of Governors of the Federal Reserve System, 839 F.2d 47 (2d Cir.), cert (Computer Emergency Response Team) A group of people in an organization who coordinate their response to breaches of security or other computer emergencies such as breakdowns and disasters. . denied, 486 U.S. 1059 (1988), as modified by Review of Restrictions on Director, Officer and Employee Interlocks, Cross-Marketing Activities, and the Purchase and Sale of Financial Assets Financial assets
Claims on real assets. Between a Section 20 Subsidiary and an Affiliated Bank or Thrift, 61 Federal Register 57,679 (1996); Amendments to Restrictions in the Board's Section 20 Orders, 62 Federal Register 45,295 (1997); and Clarification to the Board's Section 20 Orders, 63 Federal Register 14,803 (1998) (collectively, "Section 20 Orders").
(5.) Compliance with the revenue limitation shall be calculated in accordance with the method stated in the Section 20 Orders, as modified by the Order Approving Modifications to the Section 20 Orders, 75 Federal Reserve Bulletin 751 (1989); 10 Percent Revenue Limit on Bank-Ineligible Activities of Subsidiaries of Bank Holding Companies Engaged in Underwriting and Dealing in Securities, 61 Federal Register 48,953 (1996); and Revenue Limit on Bank-Ineligible Activities of Subsidiaries of Bank Holding Companies Engaged in Underwriting and Dealing in Securities, 61 Federal Register 68,750 (1996) (collectively, "Modification Orders"). In light of the fact that Wells Fargo proposes to acquire Company as a going concern, the Board concludes that allowing Company to calculate compliance with the revenue limitation on an annualized annualized
Of or relating to a variable that has been mathematically converted to a yearly rate. Inflation and interest rates are generally annualized since it is on this basis that these two variables are ordinarily stated and compared. basis during the first year after consummation, and thereafter on a rolling quarterly average basis, would be consistent with the Section 20 Orders. See U.S. Bancorp This article or section needs copy editing for grammar, style, cohesion, tone and/or spelling.
You can assist by [ editing it] now. , 84 Federal Reserve Bulletin 483 (1998); Dauphin Dauphin, town, Canada
Dauphin (dô`fĭn), town (1991 pop. 8,453), SW Man., Canada, on the Vermilion River. It is the retail and distribution center for an agricultural, lumbering, and fishing area. Deposit Corporation, 77 Federal Reserve Bulletin 672 (1991).
(6.) As noted above, Wells Fargo intends to operate Company and NISI as separate corporate entities. Company and NISI will be independently subject to the 25-percent revenue limitation on underwriting and dealing in bank-ineligible securities. See Citicorp, 73 Federal Reserve Bulletin 473, 486 n.45 (1987), aff'd sub nom. Securities Industry Ass'n v. Board of Governors of the Federal Reserve System, 839 F. 2d 47 (2d Cir.), cert. denied, 486 U.S. 1059 (1988).
(7.) 12 C.F.R. 225.200. Company may provide services that are necessary incidents to the proposed underwriting and dealing activities. Unless Company receives specific approval under section 4(c)(8) of the BHC Act to conduct the incidental Contingent upon or pertaining to something that is more important; that which is necessary, appertaining to, or depending upon another known as the principal.
Under Workers' Compensation statutes, a risk is deemed incidental to employment when it is related to whatever a activities independently, any revenues from such activities must be treated as ineligible in·el·i·gi·ble
1. Disqualified by law, rule, or provision: ineligible to run for office; ineligible for health benefits.
2. revenues subject to the Board's revenue limitation.
(8.) See 12 C.F.R. 225.28(b)(6), (7)(i), (ii), (iii), and (v), and (8)(i) and (ii).
(9). 12 U.S.C. [sections] 1843(c)(8).
(10.) See 12 C.F.R. 225.26.
Voting for this action: Chairman Greenspan and Governors Kelley, Meyer, and Gramlich. Absent and not voting: Vice Chairman Ferguson.