holding companies

SEC Division of Investment Management Issues Guidance on Holding Companies and the Transient Investment Company Rule Under the Investment Company Act

 

Earlier this month, the SEC Division of Investment Management issued guidance with respect to situations in which an operating company may find that, upon the occurrence of an extraordinary event, it meets the definition of an “investment company” under the Investment Company Act of 1940 (“Company Act“), even though it intends to remain in such status only temporarily. Absent an exclusion or exemption from this definition, the operating company may be required to register under the Company Act. Rule 3a-2 under the Company Act, however, provides a one-year safe harbor for such transient investment companies if certain conditions are satisfied.

The Staff of the Division of Investment Management has received inquiries regarding the commencement of the one-year safe harbor as it applies to holding companies that are engaged in various businesses operating through wholly owned and majority-owned subsidiaries where neither the holding companies nor their subsidiaries are regulated as investment companies (“Holding Companies“).

In response, the Staff has clarified that the one-year safe harbor period does not begin until the occurrence of an extraordinary event causes a Holding Company to have certain characteristics of an investment company. It is the staff’s view that when adopting Rule 3a-2, the Commission did not intend to limit the circumstances under which an issuer could rely on the rule in such a way that Holding Companies are treated differently than other issuers because of the Holding Companies’ organizational structures.

Three Agencies Seek Comment on Joint Supplemental Guidance on Income Tax Allocation Agreements

On December 19, Fed, FDIC and OCC issued a statement seeking comment on supplemental guidance on income tax allocation agreements involving holding companies and insured depository institutions.  The proposed guidance will clarify ownership of any tax refundsReleaseProposed Addendum.

Rating Agency Developments

On September 5, S&P released its methodology for U.S. and Canadian CMBS. S&P Report.

On September 5, S&P released its CMBS global property evaluation methodology.  S&P Report.

On September 5, DBRS released its criteria for holding companies and their subsidiaries.  DBRS Report.

On August 31, DBRS released its solar power project criteria. DBRS Report.

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Rating Agency Developments

On August 17, S&P updated its outlook assumptions for the U.K. residential mortgage market.  S&P Report. 

On August 15, Fitch updated its criteria for securities firms.  Fitch Report. 

On August 15, Fitch updated its financial institutions recovery ratings criteria. Fitch Report. 

On August 15, Fitch updated its criteria for market value structures.  Fitch Report. 

On August 15, Fitch updated its criteria for U.S. closed-end funds.  Fitch Report. 

On August 15, Fitch updated its global financial institutions master criteria.  Fitch Report. 

On August 14, Fitch updated its tax-supported rating criteria.  Fitch Report. 

On August 14, Fitch updated its non-financial corporate recovery ratings and notching criteria.  Fitch Report. 

On August 14, Fitch updated its global bond fund rating criteria.  Fitch Report.

On August 13, Moody’s updated its criteria for Mexican RMBS.  Moody’s Report.

On August 13, Fitch updated its sovereign rating criteria.  Fitch Report.

On August 13, Fitch updated is country ceilings criteria.  Fitch Report. 

On August 13, DBRS updated its stability ratings for Canadian structured income funds.  DBRS Report. 

On August 13, DBRS updated its criteria for Canadian split share companies and trusts.  DBRS Report. 

On August 10, Fitch updated is U.S. Re-REMIC criteria.  Fitch Report.

On August 10, Fitch updated is U.S. RMBS surveillance criteria.  Fitch Report.

On August 10, Fitch updated is U.S. RMBS loan loss model criteria.  Fitch Report.

On August 10, Fitch updated its structured finance servicing continuity risk criteria.  Fitch Report. 

On August 10, Fitch updated its criteria for analysis of CRE loans securing covered bonds.  Fitch Report. 

On August 10, Fitch updated its criteria for financial institution subsidiaries and holding companies.  Fitch Report.  

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FDIC Makes Available Parts of Resolution Plans

On July 3, the FDIC made available the public sections of the initial resolution plans submitted to the FDIC and the Fed under Title I of the Dodd-Frank Act. Firms in this group include U.S. bank holding companies with $250 billion or more in total nonbank assets and foreign-based bank holding companies with $250 billion or more in total U.S. nonbank assets. FDIC Release.  Summaries.