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Honorable torn C Clark*
Attorney General,
P. G
M de&r Mr. Attorney General:
You may recall that, ! • our conference of Monday
l a s t respecting the Tra&seBeriea situation, I pointed omt
that the most desirable method, of dealing with the bank holding company problem generally HAS through truly effective
legislation* Only if Congress eoaet* & law on this
with real •teeth* in i t can we rssson&bly expect to
or control such potentially dengerous institutions as & banking monopoly combined with an investment trust empire —
already a proven possibility under existing lawflu
Za M&reb -ot this ye&r a bill dealing V&tt this imfcject w @ l&trofitteed in Congress at the request of the Board*
Since i t s introduction, however, i t has been concluded that,
as submitted, the bill i s too aii-inelusiva, placing «s i t
does a t e r r i f i c and unnecessary adialaistretITS burden upon
the Board. I have just had prep&red a revised and streamlined
version of this bill which I hope to have substituted for the
on© introduced in March* 1 would like mry much i s submitting
this revised b i l l to know that i t had the approval of your
Bepfcrtaent. I em, accordingly, enclosing herewith three
copies of the bill as revised and would appreciate an early
expression of the* riews of your office In the matter*
Sincerely yu

M. •« I coles,


Federal Reserve Bank of St. Louis

Honorable JD&nltl 1» M l ,
f the- T
i# t< C.
Witts further r«f«r*nc» I t W M i
possibility of t ^ B l H I i i I ytfftMl beaic fc»X4flg
, X ass iwidisg ywa b«r«nrlth • $©>/ *f «»B% antoHto
t f i t l f fytliwy with ©s «xpl»aatory 8ti»t«»'..*nt» I
Itet /••« Mi jpMit i — f i d t i i ^ i i i flat tti Hpi
to at\j4/ i t la t i e Y^r/ a«ar fistur* aatf to «dvia« ^# if I t
X && StBAiag I copy i l tfctl l i M l i tot»thvr
b i l l lo E«m.»r»« Dclaao



Messrs. Delano and Robertson

JLT: fee

Honorable Preston Delano,
Comptroller of the
I). C,
My dear Frestom
re i s oneloaed herewith a copy of a l e t t e r
vhloh I h&r® today sect to Dan Bell ftogetfeer with a draft
of a proposed substitute bank holding eompaay bill* X em
hopeful t t e t I cari have the iMMflt of JC-\IF Ti»w» on thlm
b i l l at an early dat©*





Statement Concerning Revised Legislation
Affecting Bank Holding Companies

On March 26, 1945, a bill to regulate and control bank holding companies, which had been prepared under the direction of the Board
of Governors of the Federal Reserve System, was introduced in the Congress by Senator Wagner (S. 792) and Congressman Spence (H. R. 2776),
chairmen of the Committees on Banking and Currency of the Senate and
House, respectively. In introducing the proposed legislation both Senator Wagner and Congressman Spence explained to the Congress that the
bill had been drafted in the light of the Board1s experience in administering the totally ineffective provisions of the Banking Act of 1933
dealing with bank holding companies, and to supply the framework of
legislation recommended by the Board in its Annual Report to Congress
in 1943.
Since this bill was introduced, the Board received numerous
expressions of opinion concerning the bill by representatives of banks
and bank holding companies, as well as by Government officials engaged
in other bank supervisory activities. After considering fully these
many expressions of opinion, and particularly those which suggested
certain revisions of the bill, the Board concluded that, to accomplish
its fundamental objectives in respect of the holding company situation
generally, it is not necessary for the proposed legislation to be as
all-inclusive as it is in its present form, nor is it necessary to
"freeze" existing bank holding companies at their present size or prevent the creation of new ones. Accordingly, the Board has prepared a
revised and streamlined version of its original bill and it is offered
as a substitute for S. 792 and H. R. 2776.
In its revised bill the Board has recommended that Congress
treat bank holding companies in much the same manner as it has dealt
with banks themselves. It recognizes that bank holding companies, if
limited solely to managing, operating and controlling banks and placed
under appropriate governmental supervision, including control over
their creation and expansion, are and can be legitimate and efficient
forms of banking enterprise.
The bill as revised, therefore, like that now before the Congress, requires all bank holding companies to register with the Board;
to supply the Board with such relevant information as may be required
from time to time in order to disclose fully their relations with their
subsidiary banks; to divorce themselves from all nonbanking subsidiaries; to submit to examinations from time to time; and to obey such
rules, regulations and orders as the Board may make as being necessary
for the protection of investors or depositors. In addition, however,


the bill authorizes the Board to permit new bank holding companies to
come into existence and to permit expansion of existing bank holding
companies through acquisitions of stock or assets of banks if it finds
that such a result would not be detrimental to the public interest.
As in S. 792 and H. R. 2776 the revised bill would prohibit
"upstream" loans and intercompany sales of securities, except as they
may be authorized under certain conditions by the Board. It would
prohibit bank holding companies from exacting exorbitant or unreasonable managerial fees from the banks they control. Penalties are set
up as well as means of enforcement; but there are also appropriate provisions for court review of all orders which the Board may be authorized to issue. Finally, the Board would be required to report back to
the Congress before the expiration of five years the results of its administration of this Act.