How does section 23A apply to a member bank's acquisition of an affiliate that becomes an operating subsidiary of the member bank after the acquisition?

CFR · 2024-01-01 · US · Title 12

(a) (1) As a result of the transaction, the company becomes an operating subsidiary of the member bank; and (2) The company has liabilities, or the member bank gives cash or any other consideration in exchange for the security. (b) (i) The sum of: (A) The total amount of consideration given by the member bank in exchange for the security; and (B) The total liabilities of the company whose security has been acquired by the member bank, as of the time of the acquisition; or (ii) The total value of all covered transactions (as computed under this part) acquired by the member bank as a result of the security acquisition. (2) (i) Amortization or depreciation of the assets of the transferred company, to the extent that such reductions are consistent with GAAP; and (ii) Sales of the assets of the transferred company. (c) (d) (1) The member bank acquires the securities issued by the transferred company within one business day (or such longer period, up to three months, as may be permitted by the member bank's appropriate Federal banking agency) after the company becomes an affiliate of the member bank; (2) The member bank acquires all the securities of the transferred company that were transferred in connection with the transaction that made the company an affiliate of the member bank; (3) The business and financial condition (including the asset quality and liabilities) of the transferred company does not materially change from the time the company becomes an affiliate of the member

official document · source cfr-2024 · id 12:§ 223.31