——— FINANCIAL POLICY FORUM ———

DERIVATIVES STUDY CENTER

www.financialpolicy.org 1333 H Street, NW, 3rd Floor
[email protected] Washington, D.C. 20005

PRIMER
KEY REGULATORY EVENTS, AND
KEY REGULATORY INSTITUTIONS, IN THE
UNITED STATES

Randall Dodd
Director
Financial Policy Forum
March 20, 2006

Key Regulatory Events

BACKGROUND – Milestones for US Regulation

1922 – Grain Futures Act

The first federal law regulating the trading in derivatives. The act was limited to
prohibiting fraud and manipulation on futures contracts on wheat, corn, sorghum
and other grains.

1933 – Glass-Steagall Banking Act of 1933.

Separates commercial from investment banking activities. Created FDIC to
administer the deposit insurance program. It prohibited paying interest on
demand deposits. Amended McFadden Act to permit national banks to branch
within a state to the same extent that state chartered banks are permitted. (Carter
Glass had his picture on the currency at some point.)
1933 – Securities Act
In response to stock market crash and the massive fraud that was linked to it, this
Act established disclosure requirements for corporations that issued stocks (equity
shares) or bonds or other debentures on public securities markets. Provided
material information to investors. This was the birth of the modern prospectus
and IPO process. “Sunlight is the best disinfectant.”

1934 – Securities Exchange Act

Created the Securities and Exchange Commission and authorized it for rule
making and enforcement. Extended federal regulation and anti-fraud and
manipulation prohibitions to trading in securities (i.e. the secondary market).
Established system for self-regulation in the securities markets. Created
continuous disclosure system for issuers whose securities traded on exchanges or
over-the-counter. Expanded anti-fraud provisions.

1935 – Banking Act of 1935

Required state banks with $1 million in assets to join Federal Reserve System.
Broadened powers of the Fed to regulate banks, created FOMC at Fed, established
Board of Governors at Fed (which excluded the Comptroller of the Currency and
the Secretary of Treasury).

1936 – Commodity Exchange Act

1940 – Investment Company Act

Regulates companies that primarily invest in other companies. Thus it covers
Mutual Funds as one type of investment company. Designed to address abuses in
system and to minimize conflicts of interest that arise within these types of
companies. Established disclosure requirements: 1) registration of investment
company; 2) transactions between that company and any affiliate (e.g. Morgan
Stanley the asset manager and Morgan Stanley the broker-dealer); 3) purchase
and sale of investment company shares; and 4) responsibilities of directors and
trustees

1940 – Investment Advisors Act of 1940

Required certain investment advisors to register with the SEC. (An investment
advisor is someone who advises for compensation others about investing.) A
1996 amendment limited the registration requirement to advisors with more than
$25 million under management or work for registered investment company.
Investment advisors are required report on : 1) record keeping; 2) contracts; 3)
advertising; 4) custody of client funds and assets; and 5) proxy voting.

1956 – Bank Holding Company Act of 1956 (and 1970).

Douglas Amendment prevented bank holding companies from holding banks
across state lines. (The Act was aimed at Bank of America.) Applies to holding
companies with controlling interest in two or more banks. It prevented holding
companies from controlling any other business than banks, and put these holding
 companies under the regulation/ supervision of the Fed. The 1970 amendment
redefined holding company to that with controlling interest in only one bank, to
stop Citibank from owning related non-bank businesses. Fed has since issued a
list of non-banking activities that the holding can operate: mortgage lending, tax
preparation, other financial services.

1974 – Commodity Futures Trading Commission Act of 1974.

Created the CFTC, an independent federal body that oversees all futures trading.
Established self-regulation for exchanges, but required them to obtain CFTC
approval for any regulatory changes or for the introduction of new futures or
options on futures contracts. Required exchanges to have trading rules, contract
terms and disciplinary procedures approved by the CFTC.

RECENT DEVELOPMENTS IN MARKET REGULATION

1980 – DIDMCA
Depository Institutions Deregulation and Monetary Control Act of 1980.
Ends prohibition of paying interest on demand deposits, and phases out
Regulation Q as of March, 1986. S&Ls given new consumer lending powers &
increased size of mortgage loans they are able to make to offset loss of .25 percent
i rate advantage. Raised deposit insurance coverage from $40,000 to $100,000.
The intention was to help thrifts compete with banks and mutual funds and
eurodollar deposits.

1982 – "Garn-St Germain" Depository Institutions Act of 1982

Geared towards banks and thrifts. Provided greater flexibility to federal bank
regulators in dealing with troubled banks and thrifts. Expanded the ability of
thrifts to offer a wider array of liabilities such as federally insured NOW and
Super-NOW accounts. Also allowed them new powers to make more commercial
loans in new areas. It allowed banks to merge with troubled thrifts across state
lines.

Together DIDMCA and DIA acts gave federally chartered thrifts a wider range of
investments (assets) and financial products (transactions accounts). They gains
more powers to determine the interest rates on their deposits. (Rates were finally
dereg. by March 1986.) It also the Depository Inst.s Deregulation Committee the
authority to create money market deposit accounts (OCDs).

1986 – Tax Reform Act of 1986

Reduced incentives for thrifts to hold mortgage assets. These provisions
decreased from 82% to 60% of total assets needed to qualify as a thrift. It also
reduced the percentage of income that could be sheltered as bad-debt reserves.
(Thus reducing incentives to hold reserves.)
1987 – Competitive Equality in Banking Act
This bill, amongst other things, exempted the parent holding corporation of an
industrial loan banks (industrial loan companies) from consolidated supervision
and regulation under the Bank Holding Company Act.

1987 – FSLIC Recapitalization

Funded new capital for the Federal Savings and Loan Insurance Corporation’s
deposit insurance fund. In order to pay for rising costs of losses of closing thrifts,
bill set up FICO to issue bonds to supplement insurance premiums, asset sales,
and asset income. Interest on bonds would be paid back with insurance premiums
from FSLIC and later SAIF, and the principle would be covered with purchases of
zero coupon Treasury bonds.

1989 – Financial Institutions Reform, Recovery, and Enforcement Act of 1989

FIRREA promoted the acquisition of thrifts by bank holding companies.
Exempted bank holding companies from limits on branching in enable these
purchases. Abolished the FHLBB (Federal Home Loan Bank Board) and created
the Resolution Trust Corporation (RTC), Office of Thrift Supervision (OTS) and
new deposit insurance funds for thrifts and savings associations (SAIF). Allowed
thrifts to offer demand deposits to businesses. Limited commercial real estate
lending to 400% of capital. Applied national bank regulations on limits to loans
to one borrower to thrifts.

1993 – Rule 35 – “Swaps Rules” – to the Commodity Exchange Act

Chair of CFTC Wendy Gramm (appointed by President George H.W. Bush, and
wife of Phil Gramm) wrote rule during in last weeks in office that “exempted”
over-the-counter derivatives such as swaps from most of Commodity Exchange
Act. Nonetheless Rule 35 did not exempt these derivatives from anti-fraud and
manipulation authority.

1993 – Resolution Trust Corporation Completion Act of 1993

Terminates RTC in 1995, provides final funding for RTC and additional funding
for SAIF. Also contained reformed of RTC management practices.

1994 – Interstate Banking Act of 1994

Permitted interstate bank holding companies and interstate branching, thus largely
overturning the McFadden Act and its subsequent amendments.

1995 –Private Securities Litigation Reform Act (“PSLRA”)

The Act made it more difficult for people harmed by acts of securities fraud or
manipulation to sue for the recovery of damages. imposes strict pleading
standards and stays discovery during the pendency of a motion to dismiss. This
encourages plaintiffs’ lawyers to focus on inferences of fraudulent intent and facts
they can obtain without discovery, seeking out competitors, disgruntled former
employees, and dissatisfied customers or suppliers. The Act did create a “safe
 harbor” for forward looking statements so that corporations and their management
could not be sued for projections that did not come true.

1999 – Gramm-Leach-Bliley Act

Rolled back Glass-Steagall Act to allow bank holding companies and financial
holding companies to own both commercial banking firms and securities firms (as
well as insurance companies). Maintained the regulation of bank holding
companies by the Fed, and created financial holding companies and made the
SEC their regulator. Formalized functional regulation whereby federal financial
regulators’ authority not defined simply by type of institution but the type of
activities within the institution. Reaffirmed the McCarran-Ferguson Act
preventing the federal regulation of insurance and setting state licensing of insurance
activities. Prohibits national banks and their subsidiaries from underwriting
insurance – with some exceptions. Prohibits national banks from offering title
insurance or annuities.

2000 – Commodity Futures Modernization Act of 2000 (CMFA)

Deregulated over-the-counter (OTC) derivatives trading by “excluding” or
“exempting” them from coverage of the Commodity Exchange Act. This lifted
anti-fraud and anti-manipulation authority from these derivatives markets. Also
reduced the regulation and especially the transparency of exchange traded futures
and options. Legalized single stock futures.
Regulatory Authorities in the Financial Sector
Federal
U.S. Congress (constitutional authority, write statutes and exercises oversight)

* Five federal agencies oversee US banks, thirsts or in general depository institutions.

Federal Reserve Board of Governors (Fed)

Created in 1913 to conduct monetary policy, supervise banking institutions,
maintain the stability of the financial system, and provide financial services to the
government.
Oversees 5,863 Bank Holding Companies
Oversees 919 State chartered banks that are members of Federal Reserve system
Federal Reserve Banks (12)
Office of Comptroller of the Currency (OCC)
Handles nationally chartered banks (it issues their charters). Created by National
Bank Act of 1864 to charter, supervise, and regulate banks as well as be
responsible for national currency. Conflict with Fed after its creation in 1913
because of overlapping authority. Today, the OCC: 1) charters national banks; 2)
supervises member (national + state member) banks and enforces McFadden Act
(interstate banking); 3) approves mergers and branches. Has permanent offices in
London to oversee foreign banks.
Office of Thrift Supervision (OTS, formerly FSLIC)
Created by FIRREA. A bureau of Treasury. Regulation and supervision
successor to Fed. Home Loan Bank Board (FHLBB) over state and federal thrifts,
and their holding companies. The Regulatory and supervisory component of
former FSLIC.
National Credit Union Administration (NCUA)
An independent federal agency that charters and supervises federal credit unions,
and it operates the federal credit union share insurance fund.
Regulates and supervises 9,128 credit unions.
Federal Deposit Insurance Corporation (FDIC)
Created as an independent agency in 1933 by Glass-Steagall Act.
It insures deposits, monitors risk to bank insurance fund, and limits the effects on
overall economy when a depository institution fails.
It also handles state chartered banks that are not members of the Federal Reserve
system.
The FDIC has taken over FSLIC’s role as provider of deposit insurance to thrifts.
In doing so it administers two deposit insurance funds: the Band Insurance Fund
(BIF) and Savings Association Insurance Fund (SAIF).
Presently, the FDIC oversees 5,272 institutions – about half of all banking
institutions, and provides deposit insurance to 8,854 banks.
Office of Federal Housing Enterprise Oversight (OFHEO)
Oversees Fannie Mae and Freddie Mac.
Public Accounting Oversight Board
Created by Sarbanes-Oxley Act in 2002 to oversee public accounting standards.
Pension Benefit Guarantee Commission (PBGC)

Federal Housing Finance Board

Formerly the Federal Home Loan Bank Board.
Federal Housing Finance Board is responsible for supervising Federal Home Loan
Banks. FHFB governed by a five-member board including the Sec. of HUD, & 4
other presidential appointees w/ Senate confirm.; 7 yr. terms.; chair appointed by
President.
Presidents Working Group on Financial Markets – only power to recommend
Formed under the Reagan administration, in the wake of the Oct '87 crash, by
Executive Order 12631 on March 18, 1988. Comprised of Sec. Treas., the Fed.
Res. Chair, the SEC Chair, and the CFTC Chair.
Securities and Exchange Commission (SEC)
Regulation and supervision of securities industry. Created by Securities
Exchange Act of 1934 which also established disclosure rules for companies
issuing stock. The SEC abolished the system of fixed commission on May 1,
1975.
Commodity Futures Trading Commission (CFTC)
Commodity Futures Trading Commission. First federal law regulating futures
traded passed was Grain Futures Act of 1923. It was amended to become the
Commodity Exchange Act of 1936, which evolved into the Commodity Futures
Trading Commission Act of 1974. That act created the CFTC, an independent
federal body that oversees all futures trading.
Federal Financial Institutions Examination Council
A FIRREA creation.
Resolution Trust Corporation - RTC (Now defunct, formerly an agency under Treasury)
Resolution Trust Corporation Oversight Board: 5 members (Sec. of Treasury,
Chair of Fed Board, Sec. of Housing & Urban Dev., & 2 independent members w/
Pres. appt. & Senate Confirmation). Sets guidelines for & releases funds to RTC.
Resolution Trust Corp (RTC): resolves failed thrifts by sale/liquidation.
Operations administered by FDIC.

State
Securities Commissions
Attorneys General (enforcement activities that lead to regulatory changes, e.g.
global settlement)
Banking regulatory agencies
State insurance regulators

Private Sector – Self Regulatory Organizations

National Association of Security Dealers (NASD)
Futures Industry Association (FIA)
National Futures Association (NFA)
Exchanges (numerous securities and futures exchanges)
NYSE
NASDAQ
 American Stock Exchange
Philadelphia Stock Exchange
Pacific Stock Exchange
Chicago Board of Trade
Chicago Mercantile Exchange
New York Mercantile Exchange
New York Board of Trade
Chicago Board Options Exchange
Inter-Continental Exchange (ICE)
Kansas City Board of Trade
Minneapolis Grain Exchange

*
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