Final rule—amendment to Regulation H - Legal Developments - Reporting and Disclosure Requirements for State Member Banks with Securities Registered Under the Securities Exchange Act of 1934

Federal Reserve Bulletin, March, 2003

The Board of Governors is amending 12 C.F.R. Part 208, its Regulation H (Reporting and Disclosure Requirements for State Member Banks with Securities Registered Under the Securities Exchange Act of 1934). The final rule reflects the amendments made to section 12(i) of the Securities Exchange Act of 1934 by the Sarbanes--Oxley Act of 2002. These amendments vest the Board with the authority to administer and enforce several of the enhanced reporting, disclosure and corporate governance obligations imposed by the Sarbanes--Oxley Act with respect to state member banks that have a class of securities registered under the Securities Exchange Act of 1934.

Effective April 1, 2003, 12 C.F.R. Part 208 is amended as follows:

Part 208--Membership of State Banking Institutions in the Federal Reserve System (Regulation H)

1. The authority citation for Part 208 continues to read as follows:

Authority: 12 U.S.C. 24, 24a, 36, 92a, 93a, 248(a), 248(c), 321-338a, 371d, 461, 481-486, 601, 611, 1814, 1816, 1818, 1820(d)(9), 1823(j), 1828(o), 1831, 18310, 1831p-1, 1831r-1, 1831w, 1831x, 1835a, 1843(1), 1882, 2901-2907, 3105, 3310, 3331-3351, and 3906-3909; 15 U.S.C. 78b, 781(b), 781(g), 781(i), 780-4(c)(5), 78q, 78q-1, and 78w; 31 U.S.C. 5318; 42 U.S.C. 4012a, 4104a, 4104b, 4106, and 4128.

2. Section 208.36(a) is revised to read as follows:

Section 208.36--Reporting requirements for State member banks subject to the Securities Exchange Act of 1934.

(a) Filing, disclosure and other requirements--

(1) General. Except as otherwise provided in this section, a member bank whose securities are subject to registration pursuant to section 12(b) or section 12(g) of the Securities Exchange Act of 1934 (the 1934 Act) (15 U.S.C. 781(b) and (g)) shall comply with the rules, regulations and forms adopted by the Securities and Exchange Commission (Commission) pursuant to--

(i) Sections 10A(m), 12, 13, 14(a), 14(c), 14(d), 14(f) and 16 of the 1934 Act (15 U.S.C. 78f(m), 781, 78m, 78n(a), (c), (d) and (f), and 78p); and

(ii) Sections 302, 303, 304, 306, 401(b), 404, 406 and 407 of the Sarbanes--Oxley Act of 2002 codified at 15 U.S.C. 7241, 7242, 7243, 7244, 7261, 7262, 7264 and 7265).

(2) References to the Commission. Any references to the "Securities and Exchange Commission" or the "Commission" in the rules, regulations and forms described in paragraph (a)(1) of this section shall with respect to securities issued by member banks be deemed to refer to the Board unless the context otherwise requires.