Magazine article American Banker

Fed Eases Private-Equity Rule

Magazine article American Banker

Fed Eases Private-Equity Rule

Article excerpt

Byline: Steven Sloan

WASHINGTON-In what is emerging as a multipronged effort to reinvigorate the financial sector, the Federal Reserve Board said Monday that it would loosen rules that limit private-equity investments in banking companies.

The 15-page policy statement could ease struggling financial institutions' access to new sources of capital.

Reversing previous policies, the Fed said a private-equity investor could hold a single seat on a bank's board without wielding too much control over the institution.

"Although having a representative on the board of the banking organization enhances the influence of a minority investor, the Board's experience has shown that, in the absence of other indicia of control, it would be difficult for a minority investor with a single board seat to have a controlling influence over the management or policies of the banking organization," the Fed said in its policy statement.

While maintaining its interpretation of the Bank Holding Company Act as barring an investor from holding more than 25% of voting stock without registering as a bank holding company, the Fed said the law "does not impose an express limit" on the ownership of nonvoting shares.

"In particular, the Board would not expect that a minority investor would have a controlling influence over a banking organization if the investor owns a combination of voting shares and nonvoting shares that, when aggregated, represents less than one-third of the total equity of the organization (and less than one-third of any class of voting securities, assuming conversion of all convertible nonvoting shares held by the investor) and does not allow the investor to own, hold, or vote 15% or more of any class of voting securities of the organization," according to the policy statement. "In these situations, the limitation on voting rights reduces the potential that the investor may exercise influence that is controlling. …

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