By Averitt                                            H.B. No. 2155
         77R4462 JMG-F                           
                                A BILL TO BE ENTITLED
 1-1                                   AN ACT
 1-2     relating to the operation of state banks, state trust companies,
 1-3     and certain financial holding companies in the financial services
 1-4     industry.
 1-5           BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF TEXAS:
 1-6           SECTION 1. Sections 31.002(a)(5), (8), (32), and (33),
 1-7     Finance Code, are amended to read as follows:
 1-8                 (5)  "Banking association" means a state bank that is
 1-9     organized under this subtitle as a corporation [banking
1-10     association], authorized to issue shares of stock, and controlled
1-11     by its shareholders.
1-12                 (8)  "Branch" means a location of a bank, other than
1-13     the bank's home office, at which the bank engages the public in the
1-14     business of banking.  The term does not include:
1-15                       (A)  a drive-in facility located not more than
1-16     2,000 feet from the nearest wall of the home office or an approved
1-17     branch office of the bank;
1-18                       (B)  a night depository;
1-19                       (C)  an electronic terminal [subject to Section
1-20     59.201];
1-21                       (D)  a loan production office as described by
1-22     [subject to] Section 32.204;
1-23                       (E)  a state or federally licensed armored car
1-24     service or other courier service transporting items for deposit or
 2-1     payment, unless:
 2-2                             (i)  the risk of loss of items in the
 2-3     custody of the service is borne by the employing bank; or
 2-4                             (ii)  the items in the custody of the
 2-5     service are considered to be in customer accounts at the employing
 2-6     bank or federally insured through the employing bank;
 2-7                       (F)  a location at which the bank offers
 2-8     exclusively nondepository financial products or services to the
 2-9     public, including financial, investment, or economic advisory
2-10     services [a bank acting as an agent for another depository
2-11     institution as provided by Section 59.005(a)];  [or]
2-12                       (G)  a location that combines permissible
2-13     non-branch functions or facilities; or
2-14                       (H)  another office or facility as provided by
2-15     this subtitle or a rule adopted under this subtitle [other offices
2-16     as determined by rule].
2-17                 (32)  "Investment security" means a marketable
2-18     obligation evidencing indebtedness of a person in the form of a
2-19     bond, note, debenture, or commonly known as an investment security,
2-20     subject to further definition by rule adopted under this subtitle
2-21     [other debt instrument not otherwise classified as a loan or
2-22     extension of credit].
2-23                 (33)  "Limited banking association" means a state bank
2-24     that is organized under this subtitle as a limited liability
2-25     company [banking association], authorized to issue participation
2-26     shares, and controlled by its participants.
2-27           SECTION 2. Sections 31.003(a) and (b), Finance Code, are
 3-1     amended to read as follows:
 3-2           (a)  The finance commission may adopt rules to accomplish the
 3-3     purposes of this subtitle and Chapters 11, 12, and 13, including
 3-4     rules necessary or reasonable to:
 3-5                 (1)  implement and clarify this subtitle and Chapters
 3-6     11, 12, and 13;
 3-7                 (2)  preserve or protect the safety and soundness of
 3-8     state banks;
 3-9                 (3)  grant at least the same rights and privileges to
3-10     state banks that are or may be granted to national banks domiciled
3-11     in this state;
3-12                 (4)  recover the cost of maintaining and operating the
3-13     department and the cost of enforcing this subtitle and other
3-14     applicable law [Chapters 11, 12, and 13] by imposing and collecting
3-15     ratable and equitable fees for notices, applications, and
3-16     examinations; and
3-17                 (5)  facilitate the fair hearing and adjudication of
3-18     matters before the banking commissioner and the finance commission.
3-19           (b)  In adopting rules, the finance commission shall consider
3-20     the need to:
3-21                 (1)  promote a stable banking environment;
3-22                 (2)  provide the public with convenient, safe, and
3-23     competitive banking services;
3-24                 (3)  preserve and promote the competitive position
3-25     [parity] of state banks with regard to national banks and other
3-26     depository institutions in this state consistent with the safety
3-27     and soundness of state banks and the state bank system; and
 4-1                 (4)  allow for economic development in this state.
 4-2           SECTION 3. Section 31.303, Finance Code, is amended to read
 4-3     as follows:
 4-4           Sec. 31.303.  DISCLOSURE TO OTHER AGENCIES. (a)  For purposes
 4-5     of this section:
 4-6                 (1)  "Affiliated group" means two or more persons
 4-7     affiliated through common ownership or a contractual common
 4-8     undertaking involving the sharing of customer information among
 4-9     those persons.
4-10                 (2)  "Agency" means a department or agency of this
4-11     state, another state, the United States, or a foreign government
4-12     with whom the United States currently maintains diplomatic
4-13     relations, or any related agency or instrumentality.
4-14                 (3)  "Functional regulatory agency" means an agency
4-15     that regulates and charters, licenses, or registers persons engaged
4-16     in financial activities or activities incidental or complimentary
4-17     to financial activities, including activities related to banking,
4-18     insurance, or securities, within the jurisdiction of the agency.
4-19                 (4)  "Privilege" includes any work-product,
4-20     attorney-client, or other privilege recognized under federal or
4-21     state law [On request and on execution of an appropriate
4-22     confidentiality agreement approved by the banking commissioner, the
4-23     commissioner may:]
4-24                 [(1)  disclose to a federal banking regulatory agency
4-25     confidential information concerning a financial institution within
4-26     the agency's jurisdiction or an affiliate or service provider of
4-27     the financial institution; and]
 5-1                 [(2)  permit the agency access to files and records or
 5-2     reports concerning the financial institution or its affiliate or
 5-3     service provider].
 5-4           (b)  The banking commissioner may, as the commissioner
 5-5     considers necessary or proper to the enforcement of the laws of
 5-6     this state, another state, the United States, or a foreign
 5-7     sovereign state with whom the United States currently maintains
 5-8     diplomatic relations, or in the best interest of the public,
 5-9     disclose [or authorize release of confidential] information in the
5-10     possession of the department to another [department of this state,
5-11     another state, the United States, a foreign sovereign state, or any
5-12     related] agency [or instrumentality].  The banking commissioner may
5-13     not disclose information under this section that is confidential
5-14     under applicable state or federal law unless:
5-15                 (1)  the recipient agency agrees to maintain the
5-16     confidentiality and take all reasonable steps to oppose an effort
5-17     to secure disclosure of the information from the agency; or
5-18                 (2)  the banking commissioner determines in the
5-19     exercise of discretion that the interest of law enforcement
5-20     outweighs and justifies the potential for disclosure of the
5-21     information by the recipient agency.
5-22           (c)  The banking commissioner by agreement may establish an
5-23     information sharing and exchange program with a functional
5-24     regulatory agency that has overlapping regulatory jurisdiction with
5-25     the department, with respect to all or part of an affiliated group
5-26     that includes a financial institution, to reduce the potential for
5-27     duplicative and burdensome filings, examinations, and other
 6-1     regulatory activities.  Each agency party to the agreement must
 6-2     agree to maintain confidentiality of information that is
 6-3     confidential under applicable state or federal law and take all
 6-4     reasonable steps to oppose any effort to secure disclosure of the
 6-5     information from the agency.  An agreement may also specify
 6-6     procedures regarding use and handling of confidential information
 6-7     and identify types of information to be shared and procedures for
 6-8     sharing on a recurring basis.
 6-9           (d)  Disclosure of information by or to the banking
6-10     commissioner under this section does not constitute a waiver of or
6-11     otherwise affect or diminish an evidentiary privilege to which the
6-12     information is otherwise subject, whether or not the disclosure is
6-13     governed by a confidentiality agreement.
6-14           (e)  Notwithstanding other law, an agency of this state:
6-15                 (1)  may execute, honor, and comply with an agreement
6-16     to maintain confidentiality and oppose disclosure of information
6-17     obtained from the banking commissioner as provided in this section;
6-18     and
6-19                 (2)  shall treat as confidential any information
6-20     obtained from the banking commissioner that is entitled to
6-21     confidential treatment under applicable state or federal law and
6-22     take all reasonable steps to oppose an effort to secure disclosure
6-23     of the information from the agency.
6-24           SECTION 4. Section 32.001, Finance Code, is amended by
6-25     amending Subsections (b), (c), and (e), and by adding Subsection
6-26     (f) to read as follows:
6-27           (b)  A state bank may:
 7-1                 (1)  receive and pay deposits with or without interest,
 7-2     discount and negotiate promissory notes, borrow or lend money with
 7-3     or without security or interest, invest and deal in securities, buy
 7-4     and sell exchange, coin, and bullion, and exercise incidental
 7-5     powers as necessary to carry on the business of banking as provided
 7-6     by this subtitle;
 7-7                 (2)  act as agent, or in a substantially similar
 7-8     capacity, with respect to a financial activity or an activity
 7-9     incidental or complementary to a financial activity [including a
7-10     fiscal agent, registrar, or transfer agent, and in that capacity
7-11     receive and disburse money and transfer securities];
7-12                 (3)  act in a fiduciary capacity, without giving bond,
7-13     as guardian, receiver, executor, administrator, or trustee,
7-14     including a mortgage or indenture trustee;  [and]
7-15                 (4)  provide financial, investment, or economic
7-16     advisory services;
7-17                 (5)  issue or sell instruments representing pools of
7-18     assets in which a bank may invest directly;
7-19                 (6)  with prior written approval of the banking
7-20     commissioner, engage in a financial activity or an activity that is
7-21     incidental or complementary to a financial activity; and
7-22                 (7)  engage in any other activity, directly or through
7-23     a subsidiary, authorized by this subtitle or rules adopted under
7-24     this subtitle [or determined by the banking commissioner to be
7-25     closely related to banking].
7-26           (c)  For purposes of other state law, a banking association
7-27     is considered a corporation and a limited banking association is
 8-1     considered a limited liability company.  To the extent consistent
 8-2     with this subtitle [Subject to Section 32.008], a banking
 8-3     association [state bank] may exercise the powers of a Texas
 8-4     business corporation and a limited banking association may exercise
 8-5     the powers of a Texas limited liability company as reasonably
 8-6     necessary to enable exercise of [its] specific powers under this
 8-7     subtitle.
 8-8           (e)  A state bank may be organized or reorganized as a
 8-9     community development financial institution or may serve as a
8-10     community development partner, as those terms are defined by the
8-11     Riegle Community Development and Regulatory Improvement Act of 1994
8-12     (Pub. L. No. 103-325).
8-13           (f)  In the exercise of discretion consistent with the
8-14     purposes of this subtitle, the banking commissioner may require a
8-15     state bank to conduct an otherwise authorized activity through a
8-16     subsidiary.
8-17           SECTION 5. Section 32.003(b), Finance Code, is amended to
8-18     read as follows:
8-19           (b)  The banking commissioner shall grant a state bank
8-20     charter only if the commissioner determines that the organizers
8-21     have established that public convenience and advantage will be
8-22     promoted by the establishment of the state bank.  In determining
8-23     whether public convenience and advantage will be promoted, the
8-24     banking commissioner shall consider the convenience of the public
8-25     to be served and whether:
8-26                 (1)  [a public necessity exists for the bank;]
8-27                 [(2)] the organizational and capital structure and
 9-1     amount of initial capitalization is adequate for the business plan
 9-2     [and location];
 9-3                 (2) [(3)]  the anticipated volume and nature of
 9-4     business indicates a reasonable probability of success and
 9-5     profitability based on the market sought to be served [profitable
 9-6     operation];
 9-7                 (3) [(4)]  the officers, directors, managers, and
 9-8     managing participants as a group have sufficient banking
 9-9     experience, ability, standing, competence, trustworthiness, and
9-10     integrity to justify a belief that the bank will operate in
9-11     compliance with law and that success of the bank is probable;
9-12                 (4) [(5)]  each principal shareholder or participant
9-13     has sufficient experience, ability, standing, competence,
9-14     trustworthiness, and integrity to justify a belief that the bank
9-15     will be free from improper or unlawful influence or interference
9-16     with respect to the bank's operation in compliance with law; and
9-17                 (5) [(6)]  the organizers are acting in good faith.
9-18           SECTION 6. Section 32.008, Finance Code, is amended to read
9-19     as follows:
9-20           Sec. 32.008.  APPLICATION OF [LAWS RELATING TO] GENERAL
9-21     CORPORATE LAW [BUSINESS CORPORATION]. (a)  The Texas Business
9-22     Corporation Act and the Texas Miscellaneous Corporation Laws Act
9-23     (Article 1302-1.01 et seq., Vernon's Texas Civil Statutes) apply to
9-24     a banking association, and the Texas Limited Liability Company Act
9-25     (Article 1528n, Vernon's Texas Civil Statutes) applies to a limited
9-26     banking association, [state bank] to the extent not inconsistent
9-27     with this subtitle or the proper business of a state bank, except
 10-1    that:
 10-2                (1)  a reference in those Acts to the secretary of
 10-3    state means the banking commissioner unless the context requires
 10-4    otherwise; and
 10-5                (2)  the right of shareholders or participants to
 10-6    cumulative voting in the election of directors or managers exists
 10-7    only if granted by the bank's articles of association.
 10-8          (b)  The finance commission may adopt rules to limit or
 10-9    refine the applicability of the laws listed by Subsection (a)  to a
10-10    state bank or to alter or supplement the procedures and
10-11    requirements of those laws [the Texas Business Corporation Act]
10-12    applicable to an action taken under this chapter.
10-13          (c)  Unless expressly authorized by this subtitle or a rule
10-14    adopted under this subtitle, a state bank may not take an action
10-15    authorized by a law listed by Subsection (a) [the Texas Business
10-16    Corporation Act] regarding its corporate status, its capital
10-17    structure, or a matter of corporate governance, of the type for
10-18    which those laws [the Texas Business Corporation Act] would require
10-19    a filing with the secretary of state if the bank were a business
10-20    corporation, without submitting the filing to the banking
10-21    commissioner and obtaining the banking commissioner's prior written
10-22    approval of the action.
10-23          SECTION 7. Sections 32.010(a) and (b), Finance Code, are
10-24    amended to read as follows:
10-25          (a)  Notwithstanding another law, a Texas state bank may
10-26    perform an act, own property, or offer a product or service that is
10-27    at the time permissible within the United States for a depository
 11-1    institution organized under federal law or the law of this state or
 11-2    another state, if the banking commissioner approves the exercise of
 11-3    the power as provided by this section, subject to the same
 11-4    limitations and restrictions applicable to the other depository
 11-5    institution by pertinent law, except to the extent the limitations
 11-6    and restrictions are modified by rules adopted under Subsection
 11-7    (e).  This section may not be used by a Texas state bank to alter
 11-8    or negate the application of the laws of this state with respect
 11-9    to:
11-10                (1)  establishment and maintenance of a branch in this
11-11    state or another state or country;
11-12                (2)  [sale of insurance products and services in this
11-13    state;]
11-14                [(3)]  permissible interest rates and loan fees
11-15    chargeable in this state;
11-16                (3) [(4)]  fiduciary duties owed to a client or
11-17    customer by the bank in its capacity as fiduciary in this state;
11-18                (4) [(5)]  consumer protection laws applicable to
11-19    transactions in this state; or
11-20                (5)  licensing and regulatory requirements administered
11-21    by a functional regulatory agency in this state, as defined by
11-22    Section 31.303, including licensing and regulatory requirements
11-23    pertaining to:
11-24                      (A)  insurance activities;
11-25                      (B)  securities activities; and
11-26                      (C) [(6)]  real estate development, marketing,
11-27    and sales activities [in this state].
 12-1          (b)  A state bank that intends to exercise a power, directly
 12-2    or through a subsidiary, granted by Subsection (a) that is not
 12-3    otherwise authorized for state banks under the statutes of this
 12-4    state shall submit a letter to the banking commissioner describing
 12-5    in detail the power that the bank proposes to exercise and the
 12-6    specific authority of another depository institution to exercise
 12-7    the power.  The bank shall attach copies, if available, of relevant
 12-8    law, regulations, and interpretive letters.  The bank may begin to
 12-9    exercise the proposed power after the 30th day after the date the
12-10    banking commissioner receives the bank's letter unless the banking
12-11    commissioner specifies an earlier or later date or prohibits the
12-12    activity.  The banking commissioner may prohibit the bank from
12-13    exercising the power only if the banking commissioner finds that:
12-14                (1)  specific authority does not exist for another
12-15    depository institution to exercise the proposed power;
12-16                (2)  if the state bank is insured by the Federal
12-17    Deposit Insurance Corporation, the state bank is prohibited from
12-18    exercising the power pursuant to Section 24, Federal Deposit
12-19    Insurance Act (12 U.S.C. Section 1831a), [as amended,] and related
12-20    regulations [12 C.F.R. Part 362]; or
12-21                (3)  the exercise of the power by the bank would
12-22    adversely affect the safety and soundness of the bank.
12-23          SECTION 8. Subchapter A, Chapter 32, Finance Code, is amended
12-24    by adding Section 32.011 to read as follows:
12-25          Sec. 32.011.  FINANCIAL ACTIVITIES. (a)  A state bank may
12-26    request a determination from the banking commissioner that an
12-27    activity not otherwise approved or authorized under this subchapter
 13-1    or other law is:
 13-2                (1)  a financial activity;
 13-3                (2)  incidental to a financial activity; or
 13-4                (3)  complementary to a financial activity.
 13-5          (b)  A request under this section must be submitted in
 13-6    writing and identify and define the nature of the activity for
 13-7    which the determination is sought.  A state bank shall submit
 13-8    information requested by the banking commissioner to assist the
 13-9    commissioner in making a determination under this section.
13-10          (c)  In making a determination under Subsection (a), the
13-11    banking commissioner shall consider:
13-12                (1)  the purposes of this subtitle and the
13-13    Gramm-Leach-Bliley Act (Pub. L. No. 106-102);
13-14                (2)  changes or reasonably expected changes in the
13-15    marketplace in which state banks compete;
13-16                (3)  changes or reasonably expected changes in the
13-17    technology for delivering financial services;
13-18                (4)  whether the activity is necessary or appropriate
13-19    to allow a state bank to:
13-20                      (A)  compete effectively with another company
13-21    seeking to provide financial services;
13-22                      (B)  efficiently deliver information and services
13-23    that are financial in nature through the use of technological
13-24    means, including an application necessary to protect the security
13-25    or efficacy of systems for the transmission of data or financial
13-26    transactions; and
13-27                      (C)  offer customers available or emerging
 14-1    technological means for using financial services or for the
 14-2    document imaging of data; and
 14-3                (5)  whether the proposed activity would pose a
 14-4    substantial risk to the safety or soundness of a state bank or the
 14-5    financial system generally.
 14-6          (d)  If, after evaluating the factors in Subsection (c), the
 14-7    banking commissioner determines that an activity is permissible for
 14-8    a state bank, the banking commissioner may:
 14-9                (1)  approve the conduct of the activity without
14-10    qualification;
14-11                (2)  qualify the conduct of the activity by state banks
14-12    generally or by the requesting state bank by imposing conditions on
14-13    the activity as may be reasonable or necessary to protect the
14-14    public and to require appropriate regard for safety and soundness
14-15    of the bank or state banks generally; or
14-16                (3)  prohibit the requesting state bank from engaging
14-17    in the activity only if the banking commissioner finds that:
14-18                      (A)  the state bank is prohibited from engaging
14-19    in the activity under 12 U.S.C. Section 1831a, and related
14-20    regulations; or
14-21                      (B)  the conduct of the activity by the
14-22    requesting state bank would adversely affect the safety and
14-23    soundness of the bank.
14-24          (e)  The banking commissioner shall make a determination
14-25    regarding the proposed activity with respect to the requesting bank
14-26    or convene a hearing not later than the 60th day after the date the
14-27    banking commissioner receives the bank's request.  If a hearing is
 15-1    convened, the banking commissioner shall make a determination
 15-2    regarding the proposed activity not later than the 30th day after
 15-3    the date the hearing is completed and a proposal for decision is
 15-4    issued.
 15-5          (f)  A state bank that is denied the requested activity or
 15-6    that objects to the conditions imposed on the activity by the
 15-7    banking commissioner may appeal as provided by Sections 31.202,
 15-8    31.203, and 31.204 or may resubmit a request under this section
 15-9    with additional information or authority relevant to the banking
15-10    commissioner's determination.  A denial is final for purposes of
15-11    appeal.
15-12          (g)  A determination by the banking commissioner under this
15-13    section does not alter or negate applicable licensing and
15-14    regulatory requirements administered by a functional regulatory
15-15    agency of this state, as defined by Section 31.303, including
15-16    licensing and regulatory requirements pertaining to:
15-17                (1)  insurance activities;
15-18                (2)  securities activities; and
15-19                (3)  real estate development, marketing, and sales
15-20    activities.
15-21          (h)  The finance commission may adopt rules for the
15-22    implementation of this section, including rules prescribing the
15-23    manner in which a state bank may exercise specific powers granted
15-24    under this section.
15-25          SECTION 9. Section 34.101, Finance Code, is amended to read
15-26    as follows:
15-27          Sec. 34.101.  SECURITIES. (a)  A state bank may purchase and
 16-1    sell [equity and investment] securities without recourse solely on
 16-2    the order and for the account of a customer.
 16-3          (b)  Except as otherwise provided by this subtitle or rules
 16-4    adopted under this subtitle, a [A] state bank may not:
 16-5                (1)  underwrite an issue of securities; or
 16-6                (2)  [except as otherwise provided by this subtitle or
 16-7    rules adopted under this subtitle.]
 16-8          [(c)  Except as otherwise provided by this subtitle or rules
 16-9    adopted under this subtitle, a state bank may not] invest its money
16-10    in equity securities except as necessary to avoid or minimize a
16-11    loss on a loan or investment previously made in good faith.
16-12          (c) [(d)]  A state bank may purchase investment securities
16-13    for its own account under limitations and restrictions prescribed
16-14    by rules adopted under this subtitle.  Except as otherwise provided
16-15    by this section, the amount of the investment securities of any one
16-16    obligor or maker held by the bank for its own account may not
16-17    exceed an amount equal to the lesser of 15 percent of the bank's
16-18    capital and certified surplus or the bank's total equity capital.
16-19    The banking commissioner may authorize investments in excess of
16-20    this limitation on written application if the banking commissioner
16-21    determines that:
16-22                (1)  the excess investment is not prohibited by other
16-23    applicable law; and
16-24                (2)  the safety and soundness of the requesting state
16-25    bank is not adversely affected.
16-26          (d) [(e)]  Notwithstanding Subsections (a)-(c) [(a)-(d)], a
16-27    state bank may, without limit and subject to the exercise of [with]
 17-1    prudent banking judgment, deal in, underwrite, or purchase for its
 17-2    own account:
 17-3                (1)  bonds and other legally created general
 17-4    obligations of a state, an agency or political subdivision of a
 17-5    state, the United States, or an instrumentality of the United
 17-6    States;
 17-7                (2)  obligations [investment securities] that this
 17-8    state, an agency or political subdivision of this state, the United
 17-9    States, or an instrumentality of the United States has
17-10    unconditionally agreed to purchase, insure, or guarantee;
17-11                (3)  securities that are offered and sold under 15
17-12    U.S.C. Section 77d(5);
17-13                (4)  mortgage related securities or small business
17-14    related securities, as those terms are defined by 15 U.S.C. Section
17-15    78c(a)[, except that notwithstanding Section 347 of the Riegle
17-16    Community Development and Regulatory Improvement Act of 1994 (Pub.
17-17    L. 103-325) a note or obligation that is secured by a first lien on
17-18    one or more parcels of real property on which is located one or
17-19    more commercial structures is subject to the limitations of
17-20    Subsection (d)];
17-21                (5)  mortgages, obligations, or other securities that
17-22    are or ever have been sold [investment securities issued or
17-23    guaranteed] by the Federal Home Loan Mortgage Corporation under 12
17-24    U.S.C. Sections 1434 and 1455;
17-25                (6)  obligations, participation, or other instruments
17-26    of or issued by[,] the Federal National Mortgage Association or[,]
17-27    the Government National Mortgage Association;
 18-1                (7)  obligations issued by [,] the Federal Agricultural
 18-2    Mortgage Corporation, [or] the Federal Farm Credit Banks Funding
 18-3    Corporation, or a Federal Home Loan Bank;
 18-4                (8)  obligations of the Federal Financing Bank or the
 18-5    Environmental Financing Authority;
 18-6                (9)  obligations or other instruments or securities of
 18-7    the Student Loan Marketing Association;
 18-8                (10)  qualified Canadian government obligations, as
 18-9    defined by 12 U.S.C. Section 24; or
18-10                (11)  if the state bank is well capitalized, as defined
18-11    by Section 38, Federal Deposit Insurance Act (12 U.S.C. Section
18-12    1831o), obligations, including limited obligation bonds, revenue
18-13    bonds, and obligations that satisfy the requirements of 26 U.S.C.
18-14    Section 142(b)(1), issued by or on behalf of a state or a political
18-15    subdivision of a state, including a municipal corporate
18-16    instrumentality of one or more states or a public agency or
18-17    authority of a state or political subdivision of a state.
18-18          (e)  Notwithstanding Subsections (a)  and (b), subject to the
18-19    exercise of prudent banking judgment, a state bank may deal in,
18-20    underwrite, or purchase for its own account, including for purposes
18-21    of Subsection (c) obligations as to which the bank is under
18-22    commitment, the following:
18-23                (1)  obligations [(6)  investment securities] issued
18-24    [or guaranteed] by a development bank, corporation, or other entity
18-25    created by international agreement if the United States is a member
18-26    and a capital stock shareholder;
18-27                (2)  obligations issued by a state or political
 19-1    subdivision or an agency of a state or political subdivision for
 19-2    housing, university, or dormitory purposes, that are at the time
 19-3    eligible for purchase by a state bank for its own account [the
 19-4    North American Development Bank]; or
 19-5                (3)  bonds, notes, and other obligations issued by the
 19-6    Tennessee Valley Authority or by the United States Postal Service
 19-7    [(7)  securities issued by a Federal Home Loan Bank].
 19-8          (f)  [Subsection (b) does not apply to an obligation issued
 19-9    by a state or an agency or political subdivision of a state for
19-10    housing, higher education, health care, or public welfare purposes
19-11    if, before dealing in, underwriting, or purchasing the obligation,
19-12    the bank evaluates the obligation to determine whether the
19-13    obligation is of sufficient investment quality and marketability
19-14    for investment by the bank and whether the obligation has been
19-15    issued for the appropriate purpose by a qualifying issuer.  A bank
19-16    that has made a firm commitment to underwrite an obligation is
19-17    considered to hold the obligation for purposes of the limitations
19-18    of Subsection (d).]
19-19          [(g)  Notwithstanding 15 U.S.C. Section 77r-1(c), Subsection
19-20    (d) applies to investments in small business related securities as
19-21    defined by 15 U.S.C. Section 78c(a).]
19-22          [(h)]  A state bank may not invest more than an amount equal
19-23    to the lesser of 25 percent of the bank's [its] capital and
19-24    certified surplus or the bank's total equity capital in investment
19-25    grade adjustable rate preferred stock and money market (auction
19-26    rate) preferred stock.
19-27          (g) [(i)]  A state bank may deposit money in a federally
 20-1    insured financial institution, a Federal Reserve Bank, or a Federal
 20-2    Home Loan Bank without limitation.
 20-3          (h) [(j)]  The finance commission may adopt rules to
 20-4    administer and carry out this section, including rules to:
 20-5                (1)  define or further define terms used by this
 20-6    section;
 20-7                (2)  establish limits, requirements, or exemptions
 20-8    other than those specified by this section for particular classes
 20-9    or categories of [investment] securities;  and [or]
20-10                (3)  limit or expand investment authority for state
20-11    banks for particular classes or categories of [investment]
20-12    securities.
20-13          SECTION 10. Sections 34.103(a)-(d), Finance Code, are amended
20-14    to read as follows:
20-15          (a)  Subject to this section and except [Except] as otherwise
20-16    provided by this subtitle or rules adopted under this subtitle, a
20-17    state bank may conduct any activity or make any investment through
20-18    an operating subsidiary that a state bank or a bank holding
20-19    company, including a financial holding company, is authorized to
20-20    conduct or make under [the laws of this] state or federal law if
20-21    the operating subsidiary is adequately empowered and appropriately
20-22    licensed to conduct its business.
20-23          (b)  Except for investment in a subsidiary engaging solely in
20-24    activities that may be engaged in directly by the bank and that are
20-25    conducted on the same terms and conditions that govern the conduct
20-26    of the activities by the bank, a state bank without the prior
20-27    written approval of the banking commissioner may not invest more
 21-1    than an amount equal to 10 percent of the lesser of its capital and
 21-2    certified surplus or the bank's total equity capital in a single
 21-3    subsidiary [and may not invest more than the amount of its equity
 21-4    capital in all subsidiaries].  For purposes of this subsection, the
 21-5    [The] amount of a state bank's investment in a subsidiary is the
 21-6    sum of the amount of the bank's investment in [equity or
 21-7    investment] securities issued by the subsidiary and any loans and
 21-8    extensions of credit from the bank to the subsidiary.
 21-9          (c)  A state bank may not establish or acquire a subsidiary
21-10    or a controlling interest in a subsidiary that engages in
21-11    activities as principal in which [as provided by 12 C.F.R. Section
21-12    337.4 to conduct securities activities that] the bank is prohibited
21-13    from engaging [conducting] directly unless:
21-14                (1)  the state bank's investment in the subsidiary has
21-15    been approved by the Federal Deposit Insurance Corporation under
21-16    Section 24, Federal Deposit Insurance Act (12 U.S.C. Section
21-17    1831a); or
21-18                (2)  with respect to a subsidiary engaged in activities
21-19    as principal that a national bank may conduct only through a
21-20    financial subsidiary, including firm underwriting of equity
21-21    securities other than as permitted by Section 34.101, and not
21-22    otherwise engaged in activities as principal that are impermissible
21-23    for a state bank or a financial subsidiary of a national bank, the
21-24    subsidiary's activities and the bank's investment are in compliance
21-25    with the restrictions and requirements of Section 46, Federal
21-26    Deposit Insurance Act (12 U.S.C. Section 1831w).
21-27          (d)  Except as otherwise provided by this subtitle or a rule
 22-1    adopted under this subtitle, a state bank may not make a
 22-2    non-controlling minority investment in equity securities of a
 22-3    company unless:
 22-4                (1)  the investment or company is described by
 22-5    Subsection (c)(2) or Section 34.104 or 34.105;
 22-6                (2)  the company engages solely in activities that are
 22-7    part of or incidental to the permissible business of a state bank
 22-8    under this subtitle and:
 22-9                      (A)  the state bank is adequately empowered to
22-10    prevent the company from engaging in activities not part of or
22-11    incidental to the permissible business of a state bank or, as a
22-12    practical matter, is otherwise enabled to withdraw or liquidate its
22-13    investment in the company in such an event;
22-14                      (B)  as a legal and accounting matter, the loss
22-15    exposure of the state bank with respect to the activities of the
22-16    company is limited and does not include any open-ended liability
22-17    for an obligation of the company; and
22-18                      (C)  the investment is convenient or useful to
22-19    the state bank in carrying out its business and is not a mere
22-20    passive investment unrelated to the bank's banking business; or
22-21                (3)  the investment is made indirectly through an
22-22    operating subsidiary in equity securities issued by [of]:
22-23                      (A) [(1)]  another bank;
22-24                      (B) [(2)]  a company that engages solely in an
22-25    activity that is permissible for a bank service corporation or a
22-26    bank holding company subsidiary; or
22-27                      (C) [(3)]  a company that engages solely in
 23-1    activities as agent or trustee or in a brokerage, custodial,
 23-2    advisory, or administrative capacity, or in a substantially similar
 23-3    capacity.
 23-4          SECTION 11. Section 34.107, Finance Code, is amended to read
 23-5    as follows:
 23-6          Sec. 34.107.  ENGAGING IN COMMERCE PROHIBITED. (a)  A state
 23-7    bank may not buy, sell, or otherwise deal in goods in trade or
 23-8    commerce or own or operate a business not part of the business of
 23-9    banking except:
23-10                (1)  as necessary to avoid or minimize a loss on a loan
23-11    or investment previously made in good faith; or
23-12                (2)  as otherwise provided by this subtitle or rules
23-13    adopted under this subtitle.
23-14          (b)  Engaging in an approved activity, directly or through a
23-15    subsidiary, that is a financial activity or incidental or
23-16    complementary to a financial activity, whether as principal or
23-17    agent, is not considered to be engaging in commerce.
23-18          SECTION 12. Section 34.201(a), Finance Code, is amended to
23-19    read as follows:
23-20          (a)  Without the prior written approval of the banking
23-21    commissioner, the total loans and extensions of credit by a state
23-22    bank to a person outstanding at one time may not exceed an amount
23-23    equal to 25 percent of the lesser of the bank's capital and
23-24    certified surplus or the bank's total equity capital.  This
23-25    limitation does not apply to:
23-26                (1)  liability as endorser or guarantor of commercial
23-27    or business paper discounted by or assigned to the bank by its
 24-1    owner who has acquired it in the ordinary course of business;
 24-2                (2)  indebtedness evidenced by bankers' acceptances as
 24-3    described by 12 U.S.C. Section 372 and issued by other banks;
 24-4                (3)  indebtedness secured by a bill of lading,
 24-5    warehouse receipt, or similar document transferring or securing
 24-6    title to readily marketable goods, except that:
 24-7                      (A)  the goods must be insured if it is customary
 24-8    to insure those goods; and
 24-9                      (B)  the aggregate indebtedness of a person under
24-10    this subdivision may not exceed an amount equal to 50 percent of
24-11    the lesser of the bank's capital and certified surplus or the
24-12    bank's total equity capital;
24-13                (4)  indebtedness evidenced by notes or other paper
24-14    secured by liens on agricultural products in secure and properly
24-15    documented storage in bonded warehouses or elevators if the value
24-16    of the collateral is not less than 125 percent of the amount of the
24-17    indebtedness and the bank's interest in the collateral is
24-18    adequately insured against loss, except that the aggregate
24-19    indebtedness of a person under this subdivision may not exceed an
24-20    amount equal to 50 percent of the lesser of the bank's capital and
24-21    certified surplus or the bank's total equity capital;
24-22                (5)  indebtedness of another depository institution
24-23    arising out of loans with settlement periods of less than one week;
24-24                (6)  indebtedness arising out of the daily transaction
24-25    of the business of a clearinghouse association in this state;
24-26                (7)  liability under an agreement by a third party to
24-27    repurchase from the bank an investment security listed in Section
 25-1    34.101(d) [34.101(e)] to the extent that the agreed repurchase
 25-2    price does not exceed the original purchase price to the bank or
 25-3    the market value of the investment security;
 25-4                (8)  the portion of an indebtedness that this state, an
 25-5    agency or political subdivision of this state, the United States,
 25-6    or an instrumentality of the United States has unconditionally
 25-7    agreed to repay, purchase, insure, or guarantee;
 25-8                (9)  indebtedness secured by [investment] securities
 25-9    listed in Section 34.101(d) [34.101(e)] to the extent that the
25-10    market value of the [investment] securities equals or exceeds the
25-11    indebtedness;
25-12                (10)  the portion of an indebtedness that is fully
25-13    secured by a segregated deposit account in the lending bank;
25-14                (11)  loans and extensions of credit arising from the
25-15    purchase of negotiable or nonnegotiable installment consumer paper
25-16    that carries a full recourse endorsement or unconditional guarantee
25-17    by the person transferring the paper if:
25-18                      (A)  the bank's files or the knowledge of its
25-19    officers of the financial condition of each maker of the consumer
25-20    paper is reasonably adequate; and
25-21                      (B)  an officer of the bank designated for that
25-22    purpose by the board certifies in writing that the bank is relying
25-23    primarily on the responsibility of each maker for payment of the
25-24    loans or extensions of credit and not on a full or partial recourse
25-25    endorsement or guarantee by the transferor;
25-26                (12)  the portion of an indebtedness in excess of the
25-27    limitation of this subsection that is fully secured by marketable
 26-1    securities or bullion with a market value at least equal to the
 26-2    amount of the overage, as determined by reliable and continuously
 26-3    available price quotations, except that the exempted indebtedness
 26-4    or overage of a person under this subdivision may not exceed an
 26-5    amount equal to 15 percent of the lesser of the bank's capital and
 26-6    certified surplus or the bank's total equity capital;
 26-7                (13)  indebtedness of an affiliate of the bank if the
 26-8    transaction with the affiliate is subject to the restrictions and
 26-9    limitations of 12 U.S.C. Section 371c;
26-10                (14)  indebtedness of an operating subsidiary of the
26-11    bank other than a subsidiary described by Section 34.103(c)(2); and
26-12                (15)  the portion of the indebtedness of a person
26-13    secured in good faith by a purchase money lien taken by the bank in
26-14    exchange for the sale of real or personal property owned by the
26-15    bank if the sale is in the best interest of the bank.
26-16          SECTION 13. Sections 34.204(a) and (b) , Finance Code, are
26-17    amended to read as follows:
26-18          (a)  [A state bank may purchase or construct a public
26-19    facility and, as holder of legal title, lease the facility to a
26-20    public authority having sufficient resources to pay all rentals as
26-21    they become due.  A lease under this subsection must provide that
26-22    legal title to the property transfers to the lessee on consummation
26-23    and expiration of the lease.]
26-24          [(b)]  Subject to rules adopted under this subtitle, a state
26-25    bank may, directly or indirectly through an operating subsidiary,
26-26    provide the equivalent of a financing transaction by acting as
26-27    lessor under a lease for the benefit [become the owner and lessor
 27-1    of tangible personal property for lease financing transactions on a
 27-2    net lease basis on the specific request and for the use] of a
 27-3    customer.
 27-4          (b)  Without the written approval of the banking commissioner
 27-5    to continue holding property acquired for leasing purposes under
 27-6    this subsection, the bank may not hold personal [the] property more
 27-7    than six months or real property more than two years after the date
 27-8    of expiration of the original or any extended or renewed lease
 27-9    period agreed to by the customer for whom the property was acquired
27-10    or by a subsequent lessee.
27-11          SECTION 14. Section 59.005, Finance Code, is amended to read
27-12    as follows:
27-13          Sec. 59.005.  AGENCY ACTIVITIES. (a)  A financial institution
27-14    [state bank] may[, on compliance with this section, agree to]
27-15    receive deposits, renew time deposits, close loans, service loans,
27-16    receive payments on loans and other obligations, and perform other
27-17    services[, with the prior approval of the banking commissioner,] as
27-18    an agent for another financial institution under a written agency
27-19    agreement.
27-20          (b)  [A state bank that proposes to enter into an agency
27-21    agreement under this section shall file a letter with the banking
27-22    commissioner, not later than 30 days before the effective date of
27-23    the agreement, setting forth:]
27-24                [(1)  a notice of intention to enter into an agency
27-25    agreement with a financial institution;]
27-26                [(2)  a description of the services proposed to be
27-27    performed under the agency agreement;]
 28-1                [(3)  a copy of the agency agreement; and]
 28-2                [(4)  other information the banking commissioner
 28-3    requests.]
 28-4          [(c)  If a proposed service is not specifically designated in
 28-5    Subsection (a) and has not previously been approved by rule or in
 28-6    an opinion or interpretation issued by the banking commissioner,
 28-7    the banking commissioner shall decide whether to approve the
 28-8    offering of the service on or before the 30th day after the date of
 28-9    receipt of the notice required by Subsection (b).  In deciding
28-10    whether to approve a proposed service that is not specifically
28-11    designated by Subsection (a) or in a rule or prior opinion or
28-12    interpretation, the banking commissioner shall consider whether the
28-13    service would be consistent with applicable federal and state law
28-14    and the safety and soundness of the principal and agent.]
28-15          [(d)  A proposed service subject to Subsection (c) is
28-16    considered approved if the banking commissioner does not take
28-17    action on the notice required by Subsection (b) within the time
28-18    limits specified by Subsection (c).  The banking commissioner may
28-19    extend the 30-day period on a determination that the bank's letter
28-20    raises issues that require additional information or additional
28-21    time for analysis.  If the period is extended, the bank may engage
28-22    in the proposed service only on prior written approval of the
28-23    banking commissioner.]
28-24          [(e)]  A financial institution [state bank] may not under an
28-25    agency agreement:
28-26                (1)  conduct an activity as agent that it would be
28-27    prohibited from conducting as a principal under applicable state or
 29-1    federal law; or
 29-2                (2)  have an agent conduct an activity that the bank as
 29-3    principal would be prohibited from conducting under applicable
 29-4    state or federal law.
 29-5          (c) [(f)]  The banking commissioner may order a state bank or
 29-6    another financial institution subject to the banking commissioner's
 29-7    enforcement powers to cease acting as an agent or principal under
 29-8    an agency agreement in a manner that the banking commissioner finds
 29-9    to be inconsistent with safe and sound banking practices or
29-10    governing law.
29-11          (d) [(g)]  Notwithstanding another law, a financial
29-12    institution [state bank] acting as an agent for another [a]
29-13    financial institution in accordance with this section is not
29-14    considered to be a branch of the [that] institution acting as
29-15    principal[, and a financial institution acting as an agent for a
29-16    state bank in accordance with this section is not considered to be
29-17    a branch of the state bank].
29-18          (e) [(h)]  This section does not affect:
29-19                (1)  authority under another law for a financial
29-20    [depository] institution to act as an agent on behalf of another
29-21    person or to act as a principal in employing another person as
29-22    agent; or
29-23                (2)  whether an agent's activities on behalf of a
29-24    financial [depository] institution under another law would cause
29-25    the agent to be considered a branch of the financial [depository]
29-26    institution.
29-27          SECTION 15. Section 59.006(a), Finance Code, is amended to
 30-1    read as follows:
 30-2          (a)  This section provides the exclusive method for compelled
 30-3    discovery of a record of a financial institution relating to one or
 30-4    more customers but[.  This section] does not create a right of
 30-5    privacy in a record.  This section [and] does not apply to and does
 30-6    not require or authorize a financial institution to give a customer
 30-7    notice of:
 30-8                (1)  a demand or inquiry from a state or federal
 30-9    government agency authorized by law to conduct an examination of
30-10    the financial institution;
30-11                (2)  a record request from a state or federal
30-12    government agency or instrumentality under statutory or
30-13    administrative authority that provides for, or is accompanied by, a
30-14    specific mechanism for discovery and protection of a customer
30-15    record of a financial institution, including a record request from
30-16    a federal agency subject to the Right to Financial Privacy Act of
30-17    1978 (12 U.S.C. Section 3401 et seq.), as amended, or from the
30-18    Internal Revenue Service under Section 1205, Internal Revenue Code
30-19    of 1986;
30-20                (3)  a record request from or report to a government
30-21    agency arising out of the investigation or prosecution of a
30-22    criminal offense;
30-23                (4)  a record request in connection with a garnishment
30-24    proceeding in which the financial institution is garnishee and the
30-25    customer is debtor;
30-26                (5)  a record request by a duly appointed receiver for
30-27    the customer;
 31-1                (6)  an investigative demand or inquiry from a state
 31-2    legislative investigating committee;
 31-3                (7)  an investigative demand or inquiry from the
 31-4    attorney general of this state as authorized by law other than the
 31-5    procedural law governing discovery in civil cases; or
 31-6                (8)  the voluntary use or disclosure of a record by a
 31-7    financial institution subject to other applicable state or federal
 31-8    law.
 31-9          SECTION 16. Subchapter A, Chapter 59, Finance Code, is
31-10    amended by adding Section 59.010 to read as follows:
31-11          Sec. 59.010.  CONFIDENTIALITY OF ADMINISTRATIVE SUBPOENA. (a)
31-12    Except to the extent disclosure is necessary to locate and produce
31-13    responsive records, an administrative subpoena served on a
31-14    financial institution may provide that the financial institution to
31-15    whom the subpoena is directed may not:
31-16                (1)  disclose that the subpoena has been issued;
31-17                (2)  identify or describe any records requested in the
31-18    subpoena; or
31-19                (3)  disclose whether records have been furnished in
31-20    response to the subpoena.
31-21          (b)  The government agency issuing the subpoena may prohibit
31-22    the disclosure of information described in Subsection (a)  if:
31-23                (1)  the records relate to an ongoing criminal
31-24    investigation by the agency; and
31-25                (2)  the agency concludes that disclosure could
31-26    significantly impede or jeopardize the investigation.
31-27          (c)  For purposes of this section, "administrative subpoena"
 32-1    means a valid and enforceable subpoena requesting customer records,
 32-2    issued under the laws of this state by a government agency
 32-3    exercising investigatory or adjudicative functions with respect to
 32-4    a matter within the agency's jurisdiction.
 32-5          SECTION 17. Section 59.202, Finance Code, is amended by
 32-6    amending Subsection (a)  and adding Subsection (d) to read as
 32-7    follows:
 32-8          (a)  The owner of an electronic terminal that is located in
 32-9    this state and that is connected to a shared network may impose a
32-10    fee for the use of that terminal if imposition of the fee is
32-11    disclosed at a time and in a manner that allows a user to avoid the
32-12    transaction without incurring the transaction fee.  If a fee is
32-13    imposed for the use of an electronic terminal:
32-14                (1)  notice that a fee is imposed must be posted in a
32-15    prominent and conspicuous location on or at the electronic terminal
32-16    at which a user initiates the transaction; and
32-17                (2)  notice of the amount of the fee imposed must
32-18    appear on the screen of the electronic terminal or on a paper
32-19    notice issued from the terminal before the fee is charged,
32-20    notifying the user of the option of accepting or rejecting the fee.
32-21          (d)  Compliance with the ATM Fee Reform Act of 1999 (Pub. L.
32-22    No. 106-102) constitutes compliance with this section.
32-23          SECTION 18. Sections 181.002(a)(1), (9), (10), (18), (26),
32-24    (27), (48), and (50), Finance Code, are amended to read as follows:
32-25                (1)  "Account" means the client relationship
32-26    established with a trust institution [company] involving the
32-27    transfer of funds or property to the trust institution [company],
 33-1    including a relationship in which the trust institution [company]
 33-2    acts as trustee, executor, administrator, guardian, custodian,
 33-3    conservator, receiver, registrar, or agent.
 33-4                (9)  "Charter" means a [corporate] charter issued under
 33-5    this subtitle to engage in a trust business.
 33-6                (10)  "Client" means a person to whom a trust
 33-7    institution [company] owes a duty or obligation under a trust or
 33-8    other account administered by the trust institution [company],
 33-9    regardless of whether the trust institution [company] owes a
33-10    fiduciary duty to the person.  The term includes a beneficiary of a
33-11    trust for whom the trust institution [company] acts as trustee and
33-12    a person for whom the trust institution [company] acts as agent,
33-13    custodian, or bailee.
33-14                (18)  "Fiduciary record" means a matter written,
33-15    transcribed, recorded, received, or otherwise in the possession of
33-16    a trust institution [company] that is necessary to preserve
33-17    information concerning an act or event relevant to an account of a
33-18    trust institution [company].
33-19                (26)  "Investment security" means a marketable
33-20    obligation evidencing indebtedness of a person in the form of a
33-21    bond, note, debenture, or investment security [other debt
33-22    instrument not otherwise classified as a loan or extension of
33-23    credit].
33-24                (27)  "Limited trust association" means a state trust
33-25    company organized under this subtitle as a limited liability
33-26    company [trust association], authorized to issue participation
33-27    shares, and controlled by its participants.
 34-1                (48)  "Trust association" means a trust company
 34-2    organized under this subtitle as a corporation [trust association],
 34-3    authorized to issue shares of stock, and controlled by its
 34-4    shareholders.
 34-5                (50)  "Trust deposits" means client funds held by a
 34-6    [state] trust institution [company] and authorized to be deposited
 34-7    with itself as a permanent investment or pending investment,
 34-8    distribution, or payment of debts on behalf of the client.
 34-9          SECTION 19. Section 181.003(a), Finance Code, is amended to
34-10    read as follows:
34-11          (a)  The finance commission may adopt rules to accomplish the
34-12    purposes of this subtitle, including rules necessary or reasonable
34-13    to:
34-14                (1)  implement and clarify this subtitle;
34-15                (2)  preserve or protect the safety and soundness of
34-16    state trust companies;
34-17                (3)  grant the same rights and privileges to state
34-18    trust companies with respect to the exercise of fiduciary powers
34-19    and the conducting of financial activities or activities incidental
34-20    or complementary to financial activities that are or may be granted
34-21    to a trust institution that maintains its principal office or a
34-22    branch or trust office in this state;
34-23                (4)  provide for recovery of the cost of maintenance
34-24    and operation of the department and the cost of enforcing this
34-25    subtitle through the imposition and collection of ratable and
34-26    equitable fees for notices, applications, and examinations; and
34-27                (5)  facilitate the fair hearing and adjudication of
 35-1    matters before the banking commissioner and the finance commission.
 35-2          SECTION 20. Section 181.303, Finance Code, is amended to read
 35-3    as follows:
 35-4          Sec. 181.303.  DISCLOSURE TO OTHER AGENCIES.  (a)  For
 35-5    purposes of this section, "affiliated group," "agency," "functional
 35-6    regulatory agency," and "privilege" have the meanings assigned by
 35-7    Section 31.303 [On request and on execution of an appropriate
 35-8    confidentiality agreement approved by the banking commissioner, the
 35-9    banking commissioner may:]
35-10                [(1)  disclose to a federal banking regulatory agency
35-11    confidential information concerning a state trust company within
35-12    the agency's jurisdiction or an affiliate or service provider of
35-13    the state trust company; and]
35-14                [(2)  permit the agency access to files and records or
35-15    reports relating to the state trust company or its affiliate or
35-16    service provider].
35-17          (b)  The banking commissioner may, as the banking
35-18    commissioner considers necessary or proper to the enforcement of
35-19    the laws of this state, another state, the United States, or a
35-20    foreign sovereign state with whom the United States currently
35-21    maintains diplomatic relations, or in the best interest of the
35-22    public, disclose [or authorize release of confidential] information
35-23    in the possession of the department to another [department of this
35-24    state, another state, the United States, a foreign sovereign state,
35-25    or any related] agency [or instrumentality].  The banking
35-26    commissioner may not disclose information under this section that
35-27    is confidential under applicable state or federal law unless:
 36-1                (1)  the recipient agency agrees to maintain the
 36-2    confidentiality and take all reasonable steps to oppose an effort
 36-3    to secure disclosure of the information from the agency; or
 36-4                (2)  the banking commissioner determines in the
 36-5    exercise of discretion that the interest of law enforcement
 36-6    outweighs and justifies the potential for disclosure of the
 36-7    information by the recipient agency.
 36-8          (c)  The banking commissioner by agreement may establish an
 36-9    information sharing and exchange program with a functional
36-10    regulatory agency that has overlapping regulatory jurisdiction with
36-11    the department, with respect to all or part of an affiliated group,
36-12    including a financial institution, to reduce the potential for
36-13    duplicative and burdensome filings, examinations, and other
36-14    regulatory activities.  Each agency party to the agreement must
36-15    agree to maintain confidentiality of information that is
36-16    confidential under applicable state or federal law and take all
36-17    reasonable steps to oppose any effort to secure disclosure of the
36-18    information from the agency.  An agreement may also specify
36-19    procedures regarding use and handling of confidential information
36-20    and identify types of information to be shared and procedures for
36-21    sharing on a recurring basis.
36-22          (d)  Disclosure of information by or to the banking
36-23    commissioner under this section does not constitute a waiver of or
36-24    otherwise affect or diminish an evidentiary privilege to which the
36-25    information is otherwise subject, whether or not the disclosure is
36-26    governed by a confidentiality agreement.
36-27          (e)  Notwithstanding other law, an agency of this state:
 37-1                (1)  may execute, honor, and comply with an agreement
 37-2    to maintain confidentiality and oppose disclosure of information
 37-3    obtained from the banking commissioner as provided in this section;
 37-4    and
 37-5                (2)  shall treat as confidential any information
 37-6    obtained from the banking commissioner that is entitled to
 37-7    confidential treatment under applicable state or federal law and
 37-8    take all reasonable steps to oppose an effort to secure disclosure
 37-9    of the information from the agency.
37-10          SECTION 21. Section 182.001, Finance Code, is amended by
37-11    amending Subsections (a)-(c) and adding Subsection (g) to read as
37-12    follows:
37-13          (a)  Subject to Subsection (b) and the other provisions of
37-14    this chapter, one or more persons may organize and charter a state
37-15    trust company as a state trust association or a limited trust
37-16    association.
37-17          (b)  A state trust company may engage in the trust business
37-18    by:
37-19                (1)  acting as trustee under a written agreement;
37-20                (2)  receiving money and other property in its capacity
37-21    as trustee for investment in real or personal property;
37-22                (3)  acting as trustee and performing the fiduciary
37-23    duties committed or transferred to it by order of a court;
37-24                (4)  acting as executor, administrator, or trustee of
37-25    the estate of a deceased person;
37-26                (5)  acting as a custodian, guardian, conservator, or
37-27    trustee for a minor or incapacitated person;
 38-1                (6)  acting as a successor fiduciary to a trust
 38-2    institution or other fiduciary;
 38-3                (7)  receiving for safekeeping personal property;
 38-4                (8)  acting as custodian, assignee, transfer agent,
 38-5    escrow agent, registrar, or receiver;
 38-6                (9)  acting as investment advisor, agent, or attorney
 38-7    in fact according to an applicable agreement;
 38-8                (10)  with the prior written approval of the banking
 38-9    commissioner and to the extent consistent with applicable fiduciary
38-10    principles, engaging in a financial activity or an activity
38-11    incidental or complementary to a financial activity, directly or
38-12    through a subsidiary;
38-13                (11)  exercising additional powers expressly conferred
38-14    by rule of the finance commission; and
38-15                (12) [(11)]  exercising any incidental power that is
38-16    reasonably necessary to enable it to fully exercise the powers
38-17    expressly conferred according to commonly accepted fiduciary
38-18    customs and usages.
38-19          (c)  For purposes of other state law, a trust association is
38-20    considered a corporation and a limited trust association is
38-21    considered a limited liability company.  To the extent consistent
38-22    with this subtitle [Subject to Section 182.009], a [state] trust
38-23    association [company] may exercise the powers of a Texas business
38-24    corporation and a limited trust association may exercise the powers
38-25    of a Texas limited liability company as [that are] reasonably
38-26    necessary to enable exercise of [its] specific powers under this
38-27    subtitle.
 39-1          (g)  In the exercise of discretion consistent with the
 39-2    purposes of this subtitle, the banking commissioner may require a
 39-3    state trust company to conduct an otherwise authorized activity
 39-4    through a subsidiary.
 39-5          SECTION 22. Section 182.009, Finance Code, is amended to read
 39-6    as follows:
 39-7          Sec. 182.009.  APPLICATION OF [LAWS RELATING TO] GENERAL
 39-8    CORPORATE LAW [BUSINESS CORPORATIONS]. (a)  The Texas Business
 39-9    Corporation Act and the Texas Miscellaneous Corporation Laws Act
39-10    (Article 1302-1.01 et seq., Vernon's Texas Civil Statutes) are
39-11    incorporated into this chapter and apply to a [state] trust
39-12    association, and the Texas Limited Liability Company Act (Article
39-13    1528n, Vernon's Texas Civil Statutes) applies to a limited trust
39-14    association, [company] as if they were part of this subtitle to the
39-15    extent not inconsistent with this subtitle or the proper business
39-16    of a state trust company, except that:
39-17                (1)  a reference to the secretary of state means the
39-18    banking commissioner unless the context requires otherwise; and
39-19                (2)  the right of shareholders or participants to
39-20    cumulative voting in the election of directors or managers exists
39-21    only if granted by the state trust company's articles of
39-22    association.
39-23          (b)  Unless expressly authorized by this subtitle or a rule
39-24    of the finance commission, a state trust company may not take an
39-25    action authorized by a law listed under Subsection (a) [the Texas
39-26    Business Corporation Act] regarding its corporate status, capital
39-27    structure, or a matter of corporate governance, of the type for
 40-1    which a law listed under Subsection (a) [the Texas Business
 40-2    Corporation Act] would require a filing with the secretary of state
 40-3    if the state trust company were a business corporation or a limited
 40-4    liability company, without submitting the filing to the banking
 40-5    commissioner for prior written approval of the action.
 40-6          (c)  The finance commission may adopt rules to alter or
 40-7    supplement the procedures and requirements of the laws listed by
 40-8    Subsection (a) [Texas Business Corporation Act or the Texas
 40-9    Miscellaneous Corporation Laws Act (Article 1302-1.01 et seq.,
40-10    Vernon's Texas Civil Statutes)] applicable to an action taken under
40-11    this chapter by a state trust company.
40-12          [(d)  This chapter may not be construed to mean that a state
40-13    trust company is a corporation incorporated under or governed by
40-14    the Texas Business Corporation Act or the Texas Miscellaneous
40-15    Corporation Laws Act (Article 1302-1.01 et seq., Vernon's Texas
40-16    Civil Statutes).]
40-17          SECTION 23. Subchapter A, Chapter 182, Finance Code, is
40-18    amended by adding Section 182.0105 to read as follows:
40-19          Sec. 182.0105.  FINANCIAL ACTIVITIES.  (a)  A state trust
40-20    company may request a determination from the banking commissioner
40-21    that an activity not otherwise approved or authorized under this
40-22    subtitle or another law is:
40-23                (1)  a financial activity;
40-24                (2)  incidental to a financial activity; or
40-25                (3)  complementary to a financial activity.
40-26          (b)  A request under this section must be submitted in
40-27    writing and identify and define the nature of the activity for
 41-1    which the determination is sought. A state trust company shall
 41-2    submit information requested by the banking commissioner to assist
 41-3    the commissioner in making a determination under this section.
 41-4          (c)  In making a determination under Subsection (a), the
 41-5    banking commissioner shall consider:
 41-6                (1)  the purposes of this subtitle and the
 41-7    Gramm-Leach-Bliley Act (Pub. L. No. 106-102);
 41-8                (2)  changes or reasonably expected changes in the
 41-9    marketplace in which state trust companies compete;
41-10                (3)  changes or reasonably expected changes in the
41-11    technology for delivering fiduciary and financial services;
41-12                (4)  whether the activity is necessary or appropriate
41-13    to allow a state trust company to:
41-14                      (A)  compete effectively with another company
41-15    seeking to provide fiduciary and financial services;
41-16                      (B)  efficiently deliver information and services
41-17    that are financial in nature through the use of technological
41-18    means, including an application necessary to protect the security
41-19    or efficacy of systems for the transmission of data or financial
41-20    transactions; and
41-21                      (C)  offer customers available or emerging
41-22    technological means for using fiduciary and financial services or
41-23    for the document imaging of data; and
41-24                (5)  whether the proposed activity would violate
41-25    applicable fiduciary duties or otherwise pose a substantial risk to
41-26    the safety and soundness of a state trust company or the fiduciary
41-27    and financial system generally.
 42-1          (d)  If, after evaluating the factors in Subsection (c), the
 42-2    banking commissioner determines that an activity is permissible for
 42-3    a state trust company, the banking commissioner may:
 42-4                (1)  approve the conduct of the activity without
 42-5    qualification;
 42-6                (2)  qualify the conduct of the activity by state trust
 42-7    companies generally or by the requesting state trust company by
 42-8    imposing conditions on the activity as may be reasonable or
 42-9    necessary to protect the public and to require appropriate regard
42-10    for safety and soundness of the trust company and state trust
42-11    companies generally; or
42-12                (3)  prohibit the requesting state trust company from
42-13    engaging in the activity only if the banking commissioner finds
42-14    that the conduct of the activity by the requesting state trust
42-15    company would adversely affect the safety and soundness of the
42-16    trust company.
42-17          (e)  The banking commissioner shall make a determination
42-18    regarding the proposed activity or with respect to the requesting
42-19    trust company convene a hearing not later than the 60th day after
42-20    the date the banking commissioner receives the trust company's
42-21    request.  If a hearing is convened, the banking commissioner shall
42-22    make a determination regarding the proposed activity not later than
42-23    the 30th day after the date the hearing is completed and a proposal
42-24    for decision is issued.
42-25          (f)  A state trust company that is denied the requested
42-26    activity or that objects to the conditions imposed on the activity
42-27    by the banking commissioner under this section may appeal as
 43-1    provided by Sections 181.202, 181.203, and 181.204 or may resubmit
 43-2    a request under this section with additional information or
 43-3    authority relevant to the banking commissioner's determination.  A
 43-4    denial is final for purposes of appeal.
 43-5          (g)  A determination by the banking commissioner under this
 43-6    section does not alter or negate applicable licensing and
 43-7    regulatory requirements administered by a functional regulatory
 43-8    agency of this state, as defined by Section 31.303, including
 43-9    licensing and regulatory requirements pertaining to:
43-10                (1)  insurance activities;
43-11                (2)  securities activities; and
43-12                (3)  real estate development, marketing, and sales
43-13    activities.
43-14          (h)  The finance commission may adopt rules for the
43-15    implementation of this section, including rules prescribing the
43-16    manner in which a state trust company may exercise specific powers
43-17    granted under this section.
43-18          SECTION 24. Sections 184.101(d)-(h), Finance Code, are
43-19    amended to read as follows:
43-20          (d)  Notwithstanding Subsection (c), a state trust company
43-21    may invest its restricted capital, without limit [limitation and]
43-22    subject [only] to the exercise of prudent judgment, in:
43-23                (1)  bonds and other legally created general
43-24    obligations of a state, an agency or political subdivision of a
43-25    state, the United States, or an agency or instrumentality of the
43-26    United States;
43-27                (2)  obligations [investment securities] that this
 44-1    state, an agency or political subdivision of this state, the United
 44-2    States, or an agency or instrumentality of the United States has
 44-3    unconditionally agreed to purchase, insure, or guarantee;
 44-4                (3)  securities that are offered and sold under 15
 44-5    U.S.C. Section 77d(5);
 44-6                (4)  mortgage related securities or small business
 44-7    related securities, as those terms are defined by [in] 15 U.S.C.
 44-8    Section 78c(a)[, except that notwithstanding Section 347 of the
 44-9    Riegle Community Development and Regulatory Improvement Act of
44-10    1994, a note or obligation that is secured by a first lien on one
44-11    or more parcels of real property on which is located one or more
44-12    commercial structures is subject to the limitations of Subsection
44-13    (c)];
44-14                (5)  mortgages, obligations, or other securities that
44-15    are or ever have been sold [investment securities issued or
44-16    guaranteed] by the Federal Home Loan Mortgage Corporation under
44-17    Section 305 or 306, Federal Home Loan Mortgage Corporation Act (12
44-18    U.S.C. Sections 1434 and 1455);
44-19                (6)  obligations, participations, or other instruments
44-20    of or issued by[,] the Federal National Mortgage Association or[,]
44-21    the Government National Mortgage Association;
44-22                (7)  obligations issued by[,] the Federal Agricultural
44-23    Mortgage Corporation, [or] the Federal Farm Credit Banks Funding
44-24    Corporation, or a Federal Home Loan Bank;
44-25                (8)  obligations of the Federal Financing Bank or the
44-26    Environmental Financing Authority;
44-27                (9)  obligations or other instruments or securities of
 45-1    the Student Loan Marketing Association; or
 45-2                (10)  qualified Canadian government obligations, as
 45-3    defined by 12 U.S.C. Section 24
 45-4                [(6) investment securities issued or guaranteed by the
 45-5    North American Development Bank; or]
 45-6                [(7)  securities issued by a Federal Home Loan Bank].
 45-7          (e)  [Notwithstanding 15 U.S.C. Section 77r-1(c), Subsection
 45-8    (c) applies to investments in small business related securities as
 45-9    defined by 15 U.S.C. Section 78c(a).]
45-10          [(f)]  In the exercise of prudent judgment, a state trust
45-11    company shall, at a minimum:
45-12                (1)  exercise care and caution to make and implement
45-13    investment and management decisions for the entire investment
45-14    portfolio, taking into consideration the safety and soundness of
45-15    the state trust company;
45-16                (2)  pursue an overall investment strategy to enable
45-17    management to make appropriate present and future decisions; and
45-18                (3)  consider, to the extent relevant to the decision
45-19    or action:
45-20                      (A)  the size, diversification, and liquidity of
45-21    its corporate assets;
45-22                      (B)  the general economic conditions;
45-23                      (C)  the possible effect of inflation or
45-24    deflation;
45-25                      (D)  the expected tax consequences of the
45-26    investment decisions or strategies;
45-27                      (E)  the role that each investment or course of
 46-1    action plays within the investment portfolio; and
 46-2                      (F)  the expected total return of the portfolio.
 46-3          (f) [(g)]  A state trust company may invest its secondary
 46-4    capital in any type or character of [equity or investment]
 46-5    securities subject to the exercise of prudent judgment according to
 46-6    the standards provided by Subsection (e) [(f)].
 46-7          (g) [(h)]  The finance commission may adopt rules to
 46-8    administer and carry out this section, including rules to:
 46-9                (1)  establish limits, requirements, or exemptions
46-10    other than those specified by this section for particular classes
46-11    or categories of investment; or
46-12                (2)  limit or expand investment authority for state
46-13    trust companies for particular classes or categories of securities
46-14    or other property.
46-15          SECTION 25. Section 184.103(a), Finance Code, is amended to
46-16    read as follows:
46-17          (a)  Except as otherwise provided by this subtitle or rules
46-18    adopted under this subtitle, and subject to the exercise of prudent
46-19    judgment, a state trust company may invest its secondary capital to
46-20    acquire or establish one or more subsidiaries to conduct any
46-21    activity that may lawfully be conducted through the form of
46-22    organization chosen for the subsidiary.  The factors to be
46-23    considered by a state trust company in exercise of prudent judgment
46-24    include the factors contained in Section 184.101(e) [184.101(f)].
46-25          SECTION 26. Section 184.104(c), Finance Code, is amended to
46-26    read as follows:
46-27          (c)  Subject to Subsections (a)  and (b), to Section 184.105,
 47-1    and to the exercise of prudent judgment, a state trust company may
 47-2    invest its secondary capital in any type or character of investment
 47-3    for the purpose of generating income or profit.  The factors to be
 47-4    considered by a state trust company in exercise of prudent judgment
 47-5    include the factors contained in Section 184.101(e) [184.101(f)].
 47-6          SECTION 27. Section 184.105, Finance Code, is amended to read
 47-7    as follows:
 47-8          Sec. 184.105.  ENGAGING IN COMMERCE PROHIBITED.  (a)  Except
 47-9    as otherwise provided by this subtitle or rules adopted under this
47-10    subtitle, a state trust company may not invest its funds in trade
47-11    or commerce by buying, selling, or otherwise dealing goods or by
47-12    owning or operating a business not part of the state trust
47-13    business, except as necessary to fulfill a fiduciary obligation to
47-14    a client.
47-15          (b)  Under this section, engaging in an approved financial
47-16    activity or an activity incidental or complementary to a financial
47-17    activity, whether as principal or agent, is not considered to be
47-18    engaging in commerce.
47-19          SECTION 28. Section 201.002(a), Finance Code, is amended by
47-20    amending Subdivisions (5), (19), (30), and (40), and adding
47-21    Subdivisions (46) and (47) to read as follows:
47-22                (5)  "Bank holding company" has the meaning assigned by
47-23    Section 2(a), Bank Holding Company Act (12 U.S.C. Section 1841(a)),
47-24    and includes a financial [Texas bank] holding company[, an
47-25    out-of-state bank holding company, and a foreign bank holding
47-26    company unless the context requires otherwise].
47-27                (19)  "Foreign bank holding company" means a bank
 48-1    holding company that is organized under the laws of a country other
 48-2    than the United States or a territory or possession of the United
 48-3    States, and includes a foreign financial holding company.
 48-4                (30)  "Out-of-state bank holding company" means a bank
 48-5    holding company whose home state is another state, and includes an
 48-6    out-of-state financial holding company.
 48-7                (40)  "Texas bank holding company" means a bank holding
 48-8    company whose home state is this state and that is not controlled
 48-9    by a bank holding company other than a Texas bank holding company,
48-10    and includes a Texas financial holding company.
48-11                (46)  "Financial holding company" means a bank holding
48-12    company that has elected to be treated as a financial holding
48-13    company under 12 U.S.C. Section 1843(l).
48-14                (47)  "Functional regulatory agency" means a department
48-15    or agency of this state, another state, the United States, or a
48-16    foreign government with whom the United States currently maintains
48-17    diplomatic relations that regulates and charters, licenses, or
48-18    registers persons engaged in financial activities or activities
48-19    incidental or complementary to financial activities, including
48-20    activities related to banking, insurance, or securities.
48-21          SECTION 29. Sections 201.003(a) and (b), Finance Code, are
48-22    amended to read as follows:
48-23          (a)  The finance commission may adopt rules to accomplish the
48-24    purposes of this subtitle, including rules necessary or reasonable
48-25    to:
48-26                (1)  implement and clarify this subtitle in a manner
48-27    consistent with and to the extent permitted by applicable federal
 49-1    law;
 49-2                (2)  preserve or protect the safety and soundness of
 49-3    banking in this state;
 49-4                (3)  grant at least the same rights and privileges to
 49-5    Texas state banks that are or may be granted to other depository
 49-6    institutions;
 49-7                (4)  recover the cost of maintaining and operating the
 49-8    department and the cost of enforcing this subtitle by imposing and
 49-9    collecting ratable and equitable fees for supervision and
49-10    regulation, including fees for notices, applications, and
49-11    examinations; and
49-12                (5)  facilitate the fair hearing and adjudication of
49-13    matters before the commissioner and the finance commission.
49-14          (b)  In adopting rules, the finance commission shall consider
49-15    the need to:
49-16                (1)  coordinate with applicable federal law;
49-17                (2)  promote a stable banking environment;
49-18                (3)  provide the public with convenient, safe, and
49-19    competitive banking services;
49-20                (4)  preserve and promote the competitive position
49-21    [parity] of Texas state banks with regard to other depository
49-22    institutions consistent with the safety and soundness of Texas
49-23    state banks and the Texas state bank system; and
49-24                (5)  allow for economic development in this state.
49-25          SECTION 30. Section 201.005, Finance Code, is amended to read
49-26    as follows:
49-27          Sec. 201.005.  COOPERATIVE AGREEMENTS; FEES.  (a)  To carry
 50-1    out the purposes of this subtitle, to the extent permitted by
 50-2    federal law, the commissioner may:
 50-3                (1)  enter into cooperative, coordinating, or
 50-4    information sharing agreements with another bank supervisory
 50-5    agency, a functional regulatory agency, or an organization
 50-6    affiliated with or representing one or more bank supervisory
 50-7    agencies;
 50-8                (2)  with respect to periodic examination or other
 50-9    supervision or investigation, accept reports of examination or
50-10    investigation by, and reports submitted to, another bank
50-11    supervisory agency or functional regulatory agency in lieu of
50-12    conducting examinations or investigations or receiving reports as
50-13    might otherwise be required or permissible under this subtitle;
50-14                (3)  enter into contracts with another bank supervisory
50-15    agency or functional regulatory agency having concurrent regulatory
50-16    or supervisory jurisdiction to engage the services of the agency
50-17    for reasonable compensation to assist in connection with the
50-18    commissioner's performance of official duties under this subtitle
50-19    or other law, or to provide services to the agency for reasonable
50-20    compensation in connection with the agency's performance of
50-21    official duties under law, except that Chapter 2254, Government
50-22    Code, does not apply to the contracts;
50-23                (4)  enter into joint examinations or joint enforcement
50-24    actions with another bank supervisory agency or functional
50-25    regulatory agency having concurrent regulatory or supervisory
50-26    jurisdiction, except that the commissioner may independently take
50-27    action under Section 201.009 if the commissioner determines that
 51-1    the action is necessary to carry out the commissioner's
 51-2    responsibilities under this subtitle or to enforce compliance with
 51-3    the laws of this state; and
 51-4                (5)  assess supervisory and examination fees to be paid
 51-5    by a state bank, state savings bank, bank holding company, or
 51-6    foreign bank in connection with the commissioner's performance of
 51-7    duties under this subtitle.
 51-8          (b)  Supervisory or examination fees assessed by the
 51-9    commissioner in accordance with this subtitle may be shared with
51-10    another bank supervisory agency, a functional regulatory agency, or
51-11    an organization affiliated with or representing one or more bank
51-12    supervisory agencies in accordance with an agreement between the
51-13    commissioner and the agency or organization.  The commissioner may
51-14    also receive a portion of supervisory or examination fees assessed
51-15    by another bank supervisory agency or functional regulatory agency
51-16    in accordance with an agreement between the commissioner and the
51-17    agency.
51-18          SECTION 31. Section 202.004, Finance Code, is amended to read
51-19    as follows:
51-20          Sec. 202.004.  NONBANKING ACQUISITION, ELECTION, OR ACTIVITY
51-21    [OF NONBANKING INSTITUTION].  (a)  A bank holding company doing
51-22    business in this state that submits an application, election, or
51-23    notice to the Board of Governors of the Federal Reserve System
51-24    under [regarding an acquisition or activity regulated by] Section
51-25    4, Bank Holding Company Act (12 U.S.C. Section 1843), that involves
51-26    or will involve an office location in this state shall submit to
51-27    the commissioner a copy of the application, election, or notice
 52-1    when the application, election, or notice is submitted to the board
 52-2    of governors, including a notice or application to acquire a
 52-3    nonbanking institution, an election to be treated as a financial
 52-4    holding company, or a request, proposal, or application to engage
 52-5    in an activity that is or may be a financial activity or an
 52-6    activity incidental or complementary to a financial activity.  The
 52-7    bank holding company shall submit other information reasonably
 52-8    requested by the commissioner to determine the manner in which the
 52-9    acquisition, election, or activity will directly or indirectly
52-10    affect residents of this state.
52-11          (b)  To assist in determining whether to disapprove the
52-12    proposed acquisition, election, or activity, the commissioner may
52-13    hold a public hearing as provided by Section 31.201, regardless of
52-14    whether requested to do so by a person, regarding the proposed
52-15    acquisition, election, or activity and its effect on this state.
52-16    The commissioner shall convene a hearing if the bank holding
52-17    company requests a hearing in writing when it submits the
52-18    application, election, or notice to the commissioner.
52-19          (c)  The commissioner shall disapprove the proposed
52-20    acquisition, election, or activity if the commissioner determines
52-21    that the acquisition, election, or activity would be detrimental to
52-22    the public interest as a result of probable adverse effects,
52-23    including undue concentration of resources, decreased or unfair
52-24    competition, conflicts of interest, or unsound banking practices.
52-25          (d)  If the commissioner determines to disapprove the
52-26    proposed acquisition, election, or activity, the commissioner may
52-27    prepare and file a response to the application, election, or notice
 53-1    with the board of governors and may request that a hearing be held.
 53-2    If the board of governors grants the request, the commissioner
 53-3    shall appear and present evidence at the hearing regarding the
 53-4    reasons the proposed acquisition, election, or activity should be
 53-5    denied.
 53-6          (e)  If the board of governors approves a proposed
 53-7    acquisition, election, or activity that the commissioner
 53-8    disapproved, the commissioner may accept the decision or seek to
 53-9    overturn the decision on appeal as provided by Section 9, Bank
53-10    Holding Company Act (12 U.S.C. Section 1848).
53-11          SECTION 32. Chapter 202, Finance Code, is amended by adding
53-12    Section 202.006 to read as follows:
53-13          Sec. 202.006.  FINANCIAL ACTIVITIES. (a)  A financial holding
53-14    company that controls a Texas state bank may request a
53-15    determination from the commissioner that an activity not otherwise
53-16    approved or authorized under this chapter, federal law, or other
53-17    law is:
53-18                (1)  a financial activity;
53-19                (2)  incidental to a financial activity; or
53-20                (3)  complementary to a financial activity.
53-21          (b)  A request under this section must be in writing and
53-22    identify and define the nature of the activity for which the
53-23    determination is sought.  A financial holding company that has
53-24    filed a request for determination with the board of governors may
53-25    designate the copy of the request that is filed with the
53-26    commissioner under Section 202.004(a) as its submission under this
53-27    section.  A financial holding company shall submit information
 54-1    requested by the commissioner to assist the commissioner in making
 54-2    a determination under this section.
 54-3          (c)  In making a determination under Subsection (a), the
 54-4    commissioner shall consider:
 54-5                (1)  the purposes of this subtitle and the
 54-6    Gramm-Leach-Bliley Act (Pub. L. No. 106-102);
 54-7                (2)  changes or reasonably expected changes in the
 54-8    marketplace in which financial holding companies compete;
 54-9                (3)  changes or reasonably expected changes in the
54-10    technology for delivering financial services; and
54-11                (4)  whether the activity is necessary or appropriate
54-12    to allow a financial holding company to:
54-13                      (A)  compete effectively with another company
54-14    seeking to provide financial services;
54-15                      (B)  efficiently deliver information and services
54-16    that are financial in nature through the use of technological
54-17    means, including an application necessary to protect the security
54-18    or efficacy of systems for the transmission of data or financial
54-19    transactions; and
54-20                      (C)  offer customers available or emerging
54-21    technological means for using financial services or for the
54-22    document imaging of data.
54-23          (d)  Except as provided by applicable licensing and
54-24    regulatory requirements administered by a functional regulatory
54-25    agency, a request under this section is not a precondition to:
54-26                (1)  submitting a similar request to the Board of
54-27    Governors of the Federal Reserve System under 12 U.S.C. Section
 55-1    1843(k), subject to Section 202.004; or
 55-2                (2)  engaging in an activity in this state that the
 55-3    board of governors determines to be a financial activity or an
 55-4    activity incidental or complementary to a financial activity.
 55-5          (e)  A determination by the commissioner under this section
 55-6    that an activity is a financial activity or an activity incidental
 55-7    or complementary to a financial activity does not alter or negate
 55-8    applicable licensing and regulatory requirements administered by a
 55-9    functional regulatory agency of this state.
55-10          SECTION 33.  (a)  In accordance with Section 311.031(c),
55-11    Government Code, which gives effect to a substantive amendment
55-12    enacted by the same legislature that codifies the amended statute,
55-13    the text of Sections 181.003(a) and 182.001(b), Finance Code, as
55-14    set out in Sections 19 and 21 of this Act, respectively, give
55-15    effect to the changes made by Chapter 344, Acts of the 76th
55-16    Legislature, Regular Session, 1999.
55-17          (b)  To the extent of any conflict, this Act prevails over
55-18    another Act of the 77th Legislature, Regular Session, 2001,
55-19    relating to nonsubstantive additions to and corrections in enacted
55-20    codes.
55-21          SECTION 34. This Act takes effect September 1, 2001.