Users without a subscription are not able to see the full
content. Please,
subscribe
or
login
to access all content.
Contents
- Preliminary Material
- Main Text
- Introduction
- Part I Corporate Law Foundations
- 1 Corporate Groups
- Preliminary Material
- A Legal Entities and Enterprises
- 1 The Challenge set by Financial Services Groups
- 2 The Economic Enterprise, or Firm
- 3 The Development of Corporate Groups
- 4 Addressing the Enterprise/Entity Conundrum in the Financial Services Sector
- B Defining and Identifying Group Relationships
- C The Shape and Features of Corporate Groups
- D Corporate Groups and Tax
- 2 Company and Corporate Insolvency Law
- 1 Corporate Groups
- Part II Prudential Regulation
- 3 Introduction to Prudential Regulation
- Preliminary Material
- A Introduction
- B Capital Adequacy Requirements
- C Other Aspects of Bank Prudential Regulation
- D Prudential Regulation of other Financial Services Firms
- 4 Group Prudential Regulation
- Preliminary Material
- A Introduction
- 1 Overview of Chapters 4 to 9
- 2 Why are Groups Prudentially Regulated?
- 3 Relevance to Transactional and Advisory Lawyers
- B Identifying Prudential Groups
- 1 Overview of the Different Types of Prudential Groups
- 2 Common Terminology and Approaches to Identifying Prudential Groups
- C Effect of Group Prudential Supervision
- 1 General
- 2 Group Capital Adequacy: Consolidation Approach
- (i) General
- (ii) Basis of consolidation and preparation of consolidated accounts
- (iii) Illustration of the consolidated capital requirements: two banks under a single holding company
- (iv) Illustration of the impact of consolidation: bank and unregulated lender under a single holding company
- (v) Illustration of the impact of consolidation: vertical chain of banks
- 3 Group Capital Adequacy: Deduction and Aggregation
- 4 Group Capital Adequacy: Other Approaches
- 5 Deductions from Capital
- 6 Other Group Prudential Requirements
- D Group Prudential Supervision: Issues and Limitations
- 1 Responsibility for Compliance with Group Requirements
- 2 Dependence on, and Vulnerability towards, other Members of a Group
- 3 Assessing the Inputs into Consolidated Capital Requirements
- 4 Issues Relating to Regulatory Capital Issued by Parents and Holding Companies
- 5 Technical Limitations and Regulators’ Responses
- 5 CRD Prudential Requirements on a Group Basis
- Preliminary Material
- A Introduction
- B Identifying a CRD Consolidation Group
- 1 The Scope of the Basel Framework and CRD Regime Compared
- 2 Steps to Identify a CRD Consolidation Group
- (i) General
- (ii) Step 1: Identify any EU/UK institutions
- (iii) Step 2: Identify the perimeters
- (iv) Step 3: Identify any financial institutions and third country institutions
- (v) Step 4: Identify any (mixed) financial holding companies
- (vi) Step 5: Identify parents in a Member State
- (vii) Step 6: Identify the EU (and UK) parent
- (viii) Step 7: Identify (and exclude) subsidiaries and participations
- (ix) Step 8: Consider the risk of horizontal consolidation
- 3 Sub-consolidation
- C Effect of CRD Consolidation
- 1 Introduction
- 2 Consolidated Capital Requirements
- 3 Consolidated Liquidity Requirements
- 4 Group-wide Large Exposures Limits
- (i) General remarks: interaction with requirements to aggregate exposures to groups of connected clients
- (ii) Calibration of group large exposures limits by reference to group eligible capital
- (iii) Limits on exposures within the consolidated group
- iv) Exceptions from consolidated large exposures limits
- (v) Limits on exposures to shadow banking entities
- 5 Proportional Consolidation
- 6 Other Consolidated Group Requirements
- D Deductions from Capital for Holdings and Funding of Capital
- 1 General Remarks on Deductions from Capital
- 2 Deductions of Holdings in Financial Sector Entities
- (i) Overview of deduction requirement, and the status of insurers
- (ii) Which regulatory capital instruments are deductible?
- (iii) Circumstances in which holdings in financial sector entities must be deducted from capital
- (iv) How deductions of holdings in regulatory capital instruments issued by financial sector entities are made
- (v) Treatment of non-deductible holdings in financial sector entities
- (vi) Deductions of holdings in financial sector entities and consolidation
- 3 Deductions of Qualifying Holdings in Entities Outside the Financial Sector
- 4 Connected Funding of a Capital Nature
- 5 Funding and Indirect Funding of Own Regulatory Capital
- 6 Deduction of Goodwill
- E Recognition of the Regulatory Capital Resources of Subsidiaries
- F Alternative Forms of Consolidation: Waivers and Variations
- 6 Solvency II Prudential Requirements on a Group Basis
- Preliminary Material
- A Introduction
- B Identifying a Solvency II Group
- 1 General
- 2 Step 1: Identify any UK/EU (Re)insurance Undertakings
- 3 Step 2: Identify the Perimeters
- 4 Step 3: Identify any Third Country (Re)insurance Undertakings
- 5 Step 4: Identify any Insurance Holding Companies and Mixed Financial Holding Companies
- 6 Step 5: Identify the Ultimate Parent Undertaking at Community Level (or UK)
- 7 Step 6: Identify each Solvency II Group
- 8 Step 7: Classify each Case of Solvency II Group
- 9 Step 8: Identify (and Exclude) Entities
- 10 Step 9: Eliminate any Superfluous Solvency II Groups
- C Case 1 and Case 2 Solvency II Groups (UK/EU Insurance Groups)
- 7 Prudential Supervision of Financial Conglomerates
- Preliminary Material
- A Introduction
- B Identifying a Financial Conglomerate
- 1 Process and Responsibilities for Identifying a Financial Conglomerate
- 2 Analysis of the Financial Conglomerate Threshold Tests
- 3 Threshold Test 2 Considered in Detail
- C Effect of Financial Conglomerate Supervision
- 1 Scope and Applicability
- 2 Capital Adequacy Requirements
- (i) Introduction
- (ii) Scope of conglomerate capital requirements and coexistence with CRD consolidation groups and Solvency II groups
- (iii) Choice of methods for the assessment of the capital resources and requirements
- (iv) Assessment of conglomerate capital requirements
- (v) Assessment of conglomerate capital resources
- (vi) Assessment of conglomerate capital resources and requirements: further technical requirements
- 3 Other Supplementary Supervisory Requirements
- 8 Other Forms of Group Prudential Supervision
- Preliminary Material
- A Introduction
- B UK BIPRU Groups
- C UK IPRU-INV 14 Groups
- D IFR Investment Firm Groups
- E Other Financial Services Firms, SPVs, and Structured Finance Vehicles
- F Unconsolidated Group Structures (Including Non-financial Services Groups)
- 1 Introduction
- 2 Examples of Unconsolidated Financial Services Groups
- 3 Non-financial Services Groups
- 4 Comments and Observations about Unconsolidated Group Structures
- G Investment Funds
- 9 The Prudential Supervision of Cross-border Groups
- Preliminary Material
- A Introduction
- 1 Prudential Regulation and the International Context
- 2 Organization and Scope of this Chapter
- B Supervision of Cross-EU Groups
- 1 Scope of this Section
- 2 Identifying the Group Supervisor
- (i) Introduction
- (ii) Determining the group supervisor: five common cases
- (iii) Determining the group supervisor: CRD-specific issues
- (iv) Determining the group supervisor: Solvency II-specific issues
- (v) Determining the group supervisor: financial conglomerates
- (vi) Appointment of an alternative group supervisor
- 3 The ECB and the Single Supervisory Mechanism
- C UK/EU Entities within Third Country Groups
- 1 Scope and Background
- 2 CRD Consolidation Groups
- 3 Financial Conglomerates
- 4 BIPRU Groups
- 5 IFR Investment Firm Groups
- 6 Case 3 Solvency II Groups (Third Country Insurance Groups)
- D Third Country Entities within EU/UK Groups
- E Brexit and Cross-UK/EU Groups
- F Branches
- 3 Introduction to Prudential Regulation
- Part III Resolution
- 10 Introduction to Resolution
- 11 Resolution and Groups
- Preliminary Material
- A Introduction
- B Resolution Strategies and Groups
- 1 Group Resolution Plans and Resolution Strategies
- 2 Types of Resolution Strategy
- 3 The Bail-in of a Group
- 4 Single Point of Entry Strategies
- 5 Multiple Point of Entry Strategies
- 6 Partial Transfer Strategies
- 7 Insolvency Strategies
- 8 Resolution Pursuant to the US Bankruptcy Code (SPE)
- 9 Bailout
- 10 Interaction between Resolution Strategies and other Supervisory Powers
- C Intragroup Financial Support in Resolution
- D Operational Continuity in Resolution
- 12 MREL/TLAC
- Preliminary Material
- A Background and Development
- B Location, Quantum, and Composition
- C Eligibility and Features
- D Regulatory Capital, Prudential Requirements, and MREL/TLAC
- 13 Cross-border Influences and Tensions on Resolution Groups
- Preliminary Material
- A Cross-border Tensions: Resolution Contrasted with Prudential Regulation
- B Jurisdictional Scope of Resolution Powers and Responsibilities
- C Alignments and Conflicts of Interests between Resolution Authorities
- D Coordination of and Cooperation between Resolution Authorities
- Part IV Structural Regulation
- 14 Group Structure and Regulation
- Preliminary Material
- A Introduction to Part IV
- B Structural Impediments and Fragmentation
- 1 Structure and Supervisability
- 2 Fragmentation
- 3 Structural Impediments to Resolution
- (i) Background and sources
- (ii) Capital and access to financing
- (iii) Over-complexity
- (iv) Impediments relating to changes in control
- (v) Objections and challenges from creditors and other third parties
- (vi) Impediments to sale/transfer
- (vii) Requirements for clean holding companies
- (viii) Jurisdictional impediments
- (ix) Intragroup transactions, interdependencies, and booking arrangements
- C Powers of Regulators to Address Structural Impediments and Fragmentation
- D Controllers, Close Links, and the Disclosure of other Affiliations
- E Structural Regulation and Separation
- 15 The UK Bank Ring-fencing Regime
- Preliminary Material
- A Background and Overview
- B Perimeter: Ring-fenced Bodies
- C Corporate Structure: the Perimeter of Ring-fenced Groups
- D Maintaining the Height of the Ring-fence
- 1 Overview
- 2 Prudential Regulatory Requirements and the Maintenance of Capital
- 3 Direct Exposures to Non-ring-fenced Affiliates
- 4 Indirect Exposures to Non-ring-fenced Affiliates
- 5 Exposure to Pensions Risk
- 6 Intragroup Transactions across the Ring-fence: the General Third Party and Arm’s Length Rules
- 7 Access to Support Services and Facilities
- 8 Governance and Incentives
- 9 Recovery and Resolution Planning and Internal MREL
- E Becoming an RFB
- F Acquisitions by Ring-fenced Groups
- 16 Holding Companies and Intermediate Parents
- Preliminary Material
- A Introduction
- B Regulation of Holding Companies
- C The United States: Regulation of US and Foreign Bank Group Structures
- D The EU: Intermediate Parent Undertakings
- 14 Group Structure and Regulation
- Part V Intragroup Arrangements and Management
- 17 Intragroup Transactions and other Interactions
- Preliminary Material
- A Introduction
- B UK Company and Corporate Insolvency Law
- 1 Background and Overarching Issues
- 2 Types of Transfer
- 3 Distributions and the Maintenance of Capital
- (i) Background to the rule
- (ii) Cash and non-cash distributions (dividends and dividends in specie)
- (iii) Upward transfers at an undervalue
- (iv) Horizontal transfers at an undervalue
- (v) Transfers at an overvalue
- (vi) Redemption/buy-back of shares and reductions of capital
- (vii) Prohibition on financial assistance
- 4 Intragroup Transactions and Corporate Insolvency Law and Fraud
- 5 Listing Rules and Related Party Transactions
- C Overview of Financial Services Regulatory Requirements
- D Intragroup Outsourcing
- E Impact on Interactions with Third Parties and Public Disclosures
- 18 Employees and Officers of a Group
- Preliminary Material
- A Introduction
- B Directors’ Duties
- C Corporate Governance and Groups
- D Acting for Two or More Entities within a Group: Dual Hatting
- 17 Intragroup Transactions and other Interactions
- Part VI Practical Applications
- 19 Practical Applications
- Preliminary Material
- A Introduction
- B Financial Services Licence Applications and Variations
- C Mergers and Acquisitions
- 1 Background
- 2 Change in Control Requirements
- 3 Prudential Regulatory Impacts
- 4 Structure-related Implications
- 5 Resolution and MREL/TLAC
- 6 Intragroup Transactions and Dealings with Third Parties
- D Group Reorganizations
- E Business as Usual, Growth, and Decay
- F Non-financial Services Groups
- 19 Practical Applications
- Further Material
- Appendix Types of Financial Services Firms
- A Introduction
- B Credit Institutions (Including Banks and Building Societies)
- C Investment Firms
- D Financial Institutions
- E Insurance and Reinsurance Undertakings (Solvency II Firms)
- F Intermediaries and Brokers (Excluding Securities/Derivative Brokers)
- G Commodities and Energy Dealers/Brokers
- Bibliography
- Index
- Appendix Types of Financial Services Firms