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TITLE 12 > CHAPTER 46 > SUBCHAPTER II > § 4619
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§ 4619. Appointment of conservators

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(a) Appointment
(1) Discretionary authority
The Director may, after providing notice under paragraph (3), appoint a conservator for an enterprise upon a determination in writing—
(A) that alternative remedies available to the Director under this chapter are not satisfactory; and
(B) that—
(i) the enterprise is not likely to pay its obligations in the normal course of business;
(ii) the enterprise has incurred or is reasonably likely to incur losses that would deplete substantially all of its core capital and it is unlikely that the enterprise will replenish its core capital within a reasonable period;
(iii) the enterprise has concealed or is concealing books, papers, records, or assets of the enterprise that are material to the discharge of the Director’s responsibilities under this subchapter, or has refused or is refusing to submit such books, papers, records, or information regarding the affairs of the enterprise for inspection to the Director upon request; or
(iv) the enterprise has willfully violated, or is willfully violating, a final cease-and-desist order under section 4631 of this title.
(2) Consent of enterprise
Notwithstanding paragraph (1), the Director may appoint a conservator for an enterprise if the enterprise, by an affirmative vote of a majority of the members of its board of directors or by an affirmative vote of a majority of its shareholders, consents to such appointment.
(3) Notice
Upon making a determination under paragraph (1) of this subsection or under section 4616 or 4617 of this title to appoint a conservator for an enterprise, or upon consent of the enterprise under paragraph (2) to such an appointment, the Director shall provide written notice to the enterprise, the Committee on Banking, Finance and Urban Affairs of the House of Representatives, and the Committee on Banking, Housing, and Urban Affairs of the Senate—
(A) that a conservator will be appointed for the enterprise;
(B) stating the reasons for the appointment of the conservator; and
(C) identifying the person or governmental agency that the Director intends to appoint as conservator.
(4) Qualifications
The conservator shall be—
(A) the Director or any other governmental agency; or
(B) any person that—
(i) has no claim against, or financial interest in, the enterprise or other basis for a conflict of interest; and
(ii) has the financial and management expertise necessary to direct the operations and affairs of the enterprise.
(b) Judicial review
(1) Timing and jurisdiction
Except as provided in paragraph (2), an enterprise for which a conservator is appointed (pursuant to this section or section 4616 or 4617 of this title) may bring an action in the United States District Court for the District of Columbia for an order requiring the Director to terminate the appointment of the conservator. The court, upon the merits, shall dismiss such action or shall direct the Director to terminate the appointment of the conservator. Such an action may be commenced only during the 20-day period beginning upon the appointment of the conservator.
(2) Consensual appointments
Appointment of a conservator pursuant to consent of the enterprise under subsection (a)(2) of this section shall not be subject to judicial review under this subsection.
(3) Standard of review
A decision of the Director to appoint a conservator may be set aside under this subsection only if the court finds that the decision was arbitrary, capricious, an abuse of discretion, or otherwise not in accordance with applicable laws.
(4) Limitation on jurisdiction
Except as otherwise provided in this subsection, no court may take any action regarding the removal of a conservator or otherwise restrain or affect the exercise of powers or functions of a conservator.
(c) Replacement
The Director may, without notice or hearing, replace a conservator with another conservator. Such replacement shall not affect the right of the enterprise under subsection (b) of this section to obtain judicial review of the decision of the Director to appoint a conservator.
(d) Examinations
The Director may examine and supervise any enterprise in conservatorship during the period in which the enterprise continues to operate as a going concern.
(e) Termination
(1) Discretionary
At any time the Director determines that termination of a conservatorship pursuant to an appointment under subsection (a) of this section is in the public interest and may safely be accomplished, the Director may terminate the conservatorship and permit the enterprise to resume the transaction of its business subject to such terms, conditions, and limitations as the Director may prescribe.
(2) Mandatory
The Director shall terminate a conservatorship initiated pursuant to section 4616 or 4617 of this title upon a determination by the Director that the enterprise has maintained an amount of core capital that is equal to or exceeds the minimum capital level for the enterprise established under section 4612 of this title, and may by written order prescribe such terms, conditions, and limitations on the enterprise as the Director considers appropriate.
(3) Terms
Any terms, conditions, and limitations imposed by the Director upon termination of a conservatorship shall be enforceable and reviewable under the provisions of sections 4634 and 4635 of this title, to the same extent as any cease-and-desist order issued pursuant to subchapter III of this chapter.
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Parallel authorities (CFR)
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