---
kind: "section"
citation: "12 U.S.C. § 1852"
title: "12"
title_heading: "Banks and Banking"
number: "1852"
heading: "Concentration limits on large financial firms"
release: "119-102"
url: "https://uscodex.org/usc/12/1852"
units:
  - "Chapter 17 — Bank Holding Companies"
---

# §1852. Concentration limits on large financial firms

- (a) **Definitions—** In this section—
  - (1) the term “Council” means the Financial Stability Oversight Council;
  - (2) the term “financial company” means—
    - (A) an [insured depository institution](/usc/12/1841.md?p=n);
    - (B) a [bank holding company](/usc/12/1813.md?p=w-2);
    - (C) a [savings and loan holding company](/usc/12/1813.md?p=w-3);
    - (D) a [company](/usc/12/1841.md?p=b) that [controls](/usc/12/24a.md?p=g-1) an [insured depository institution](/usc/12/1841.md?p=n);
    - (E) a [nonbank financial company supervised by the Board](/usc/12/1851.md?p=h-3) under title I of the Dodd-Frank Wall Street Reform and [Consumer](/usc/12/5481.md?p=4) Protection Act [[12 U.S.C. 5311](/usc/12/5311.md) et seq.]; and
    - (F) a [foreign bank](/usc/12/1817.md?p=j-9-B-i) or [company](/usc/12/1841.md?p=b) that is treated as a [bank holding company](/usc/12/1813.md?p=w-2) for purposes of this chapter; and
  - (3) the term “liabilities” means—
    - (A) with respect to a United States [financial company](#a-2)—
      - (i) the total [risk-weighted assets](/usc/12/1841.md?p=o-1-C) of the [financial company](#a-2), as determined under the risk-based [capital](/usc/12/51c.md) rules applicable to [bank holding companies](/usc/12/1813.md?p=w-2), as adjusted to reflect exposures that are deducted from regulatory [capital](/usc/12/51c.md); less
      - (ii) the total regulatory [capital](/usc/12/51c.md) of the [financial company](#a-2) under the risk-based [capital](/usc/12/51c.md) rules applicable to [bank holding companies](/usc/12/1813.md?p=w-2);
    - (B) with respect to a foreign-based [financial company](#a-2)—
      - (i) the total [risk-weighted assets](/usc/12/1841.md?p=o-1-C) of the United States operations of the [financial company](#a-2), as determined under the applicable risk-based [capital](/usc/12/51c.md) rules, as adjusted to reflect exposures that are deducted from regulatory [capital](/usc/12/51c.md); less
      - (ii) the total regulatory [capital](/usc/12/51c.md) of the United States operations of the [financial company](#a-2), as determined under the applicable risk-based [capital](/usc/12/51c.md) rules; and
    - (C) with respect to an [insurance company](/usc/12/1841.md?p=q) or other [nonbank financial company supervised by the Board](/usc/12/1851.md?p=h-3), such assets of the [company](/usc/12/1841.md?p=b) as the [Board](/usc/12/1841.md?p=f) shall specify by rule, in order to provide for consistent and equitable treatment of such [companies](/usc/12/1841.md?p=b).
- (b) **Concentration limit—** Subject to the recommendations by the [Council](#a-1) under [subsection (e)](#e), a [financial company](#a-2) may not merge or consolidate with, [acquire](/usc/12/1467a.md?p=a-1-J) all or substantially all of the assets of, or otherwise [acquire](/usc/12/1467a.md?p=a-1-J) [control](/usc/12/24a.md?p=g-1) of, another [company](/usc/12/1841.md?p=b), if the total consolidated [liabilities](#a-3) of the acquiring [financial company](#a-2) upon consummation of the transaction would exceed 10 percent of the aggregate consolidated [liabilities](#a-3) of all [financial companies](#a-2) at the end of the calendar year preceding the transaction.
- (c) **Exception to concentration limit—** With the prior written consent of the [Board](/usc/12/1841.md?p=f), the concentration limit under [subsection (b)](#b) shall not apply to an acquisition—
  - (1) of a [bank](/usc/12/1841.md?p=c-1) in [default](/usc/12/1841.md?p=n) or [in danger of default](/usc/12/1841.md?p=n);
  - (2) with respect to which assistance is provided by the Federal [Deposit](/usc/12/5301.md?p=18-A) Insurance [Corporation](/usc/12/2277a.md?p=2) under [section 1823(c) of this title](/usc/12/1823.md?p=c); or
  - (3) that would result only in a de minimis increase in the [liabilities](#a-3) of the [financial company](#a-2).
- (d) **Rulemaking and guidance—** The [Board](/usc/12/1841.md?p=f) shall issue regulations implementing this section in accordance with the recommendations of the [Council](#a-1) under [subsection (e)](#e), [including](/usc/12/25b.md?p=a-3) the definition of terms, as necessary. The [Board](/usc/12/1841.md?p=f) may issue interpretations or guidance regarding the application of this section to an individual [financial company](#a-2) or to [financial companies](#a-2) in general.
- (e) **Council study and rulemaking—**
  - (1) **Study and recommendations—** Not later than 6 months after July 21, 2010, the [Council](#a-1) shall—
    - (A) complete a study of the extent to which the concentration limit under this section would affect financial stability, moral hazard in the financial system, the efficiency and competitiveness of United States financial firms and financial markets, and the cost and availability of [credit](/usc/12/5481.md?p=7) and other financial services to households and businesses in the United States; and
    - (B) make recommendations regarding any modifications to the concentration limit that the [Council](#a-1) determines would more effectively implement this section.
  - (2) **Rulemaking—** Not later than 9 months after the date of completion of the study under [paragraph (1)](#e-1), and notwithstanding subsections [(b)](#b) and [(d)](#d), the [Board](/usc/12/1841.md?p=f) shall issue final regulations implementing this section, which shall reflect any recommendations by the [Council](#a-1) under [paragraph (1)(B)](#e-1-B).

## Source credit

(May 9, 1956, ch. 240, § 14, as added Pub. L. 111–203, title VI, § 622, July 21, 2010, 124 Stat. 1632.)

## Notes

### Editorial Notes

### References in Text

The Dodd-Frank Wall Street Reform and Consumer Protection Act, referred to in subsec. (a)(2)(E), is Pub. L. 111–203, July 21, 2010, 124 Stat. 1376. Title I of the Act, known as the Financial Stability Act of 2010, is classified principally to subchapter I (§ 5311 et seq.) of chapter 53 of this title. For complete classification of title I to the Code, see Short Title note set out under section 5301 of this title and Tables.

This chapter, referred to in subsec. (a)(2)(F), was in the original “this Act”, meaning act May 9, 1956, ch. 240, 70 Stat. 133, known as the Bank Holding Company Act of 1956, which is classified principally to this chapter. For complete classification of this Act to the Code, see Short Title note set out under section 1841 of this title and Tables.

### Statutory Notes and Related Subsidiaries

### Effective Date

Section effective 1 day after July 21, 2010, except as otherwise provided, see section 4 of Pub. L. 111–203, set out as a note under section 5301 of this title.