Regulation W

What Is Regulation W?

Regulation W is a U.S. Federal Reserve System (Fed) regulation that limits certain transactions between depository institutions, such as banks, and their affiliates. In particular, it sets quantitative limits on covered transactions and requires collateral for certain transactions.

The regulation applies to banks that are members of the Fed, insured state non-member banks, and insured savings associations. Regulation W was introduced to consolidate several decades of interpretations and rulemaking under Sections 23A and 23B of the Federal Reserve Act.

Understanding Regulation W

Regulation W, the rule that implements sections 23A and 23B of the Federal Reserve Act, was published on Dec. 12, 2002, and came into effect on April 1, 2003.

Regulation W along with Sections 23A and 23B limit the risks to a bank from transactions between the bank and its affiliates. They also limit the ability of a depository institution to transfer to its affiliates the subsidy arising from the institution's access to the Federal safety net, which has benefits such as lower cost insured deposits and the discount window. These objectives are accomplished by imposing quantitative and qualitative limits on the ability of a bank to extend credit to an affiliate or engage in certain other transactions with it.

The Fed noted in January 2003 that Regulation W included 70 years' worth of interpretive guidance concerning statutory requirements "that are fairly brief, but extremely complex in application." Regulation W is comprehensive in its scope, resolving as many as nine significant issues including derivative transactions, intraday credit, and financial subsidiaries.

Complying With Regulation W

As most large U.S. banks exist within a diversified holding company structure, the possibility that bank funds may be used for somewhat risky purposes exists. Regulation W seeks to limit this risk and is conceptually straightforward, although implementation is not easy. Compliance with Regulation W is a particular challenge for some banks that are dealing with issues such as rapid growth in capital market activities or integration of previous acquisitions.

Complying with Regulation W was complex, even before the regulatory reforms that were instituted in the wake of the 2008 financial crisis. The Dodd-Frank Wall Street Reform and Consumer Protection Act — which has been criticized by some as being overly burdensome — further tightened Regulation W’s requirements.

Because exemptions to Regulation W rules were widely used to provide emergency liquidity to affiliates during the financial crisis, the Fed's ability to grant exemptions on its sole authority was curbed under the new rules. For example, the Federal Deposit Insurance Corporation (FDIC) now has 60 days to determine whether an exemption is justified or whether it might pose an unacceptable risk to its deposit insurance fund and raise any objections.

Regulation W aims to protect banks and federal deposit insurance funds from undue financial risk.

When Does Regulation W Apply?

Given that Regulation W applies to covered transactions between a bank and its affiliate, two basic questions need to be answered in determining whether a transaction is subject to this regulation:

Regulation W defines a bank's affiliates quite broadly including any company that the bank directly or indirectly controls or that is sponsored and advised by a bank, as well as subsidiaries of the bank.

Covered transactions under Regulation W cover a wide spectrum of transactions, including:

Special Considerations

Under Regulation W, transactions with any affiliate must total no more than 10% of a financial institution's capital, and transactions with all affiliates combined must total no more than 20% of an institution's capital.

Banks are also prohibited from purchasing low-quality assets from their affiliates, such as bonds with principal and interest payments that are more than 30 days past due. Meanwhile, any extension of credit must be secured by collateral with coverage that ranges between 100% and 130% of the total transaction amount.

As an example, consider a transaction where the hypothetical bank BigBanc intends to purchase a loan portfolio from its subsidiary SmallBanc. In order to comply with Regulation W, BigBanc must ensure that the transaction with SmallBanc does not exceed more than 10% of its capital and that the loan portfolio is not considered a low-quality asset. The transaction must also be done on market terms and conditions.

The Fed monitors banks' exposures to their affiliates through the FR Y-8 report that collects information on transactions between an insured depository institution and its affiliates. The report has to be submitted by banks quarterly, on the last calendar day of each quarter.

Financial institutions that are found to be in violation of Regulation W can be hit with substantial civil penalties. The amount of the fine is determined by several factors, including whether the violation was caused with intent, if it was undertaken with reckless disregard for the institution's financial safety and soundness, and if it resulted in any type of gain by the perpetrator.