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Bank Affiliate Transactions: Navigating Regulation W, Sections 23A and 23B of the Federal Reserve Act

Recording of a 90-minute premium CLE video webinar with Q&A

This program is included with the Strafford CLE Pass. Click for more information.
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Conducted on Thursday, March 17, 2022

Recorded event now available

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This CLE course will provide bank counsel with an analysis of Regulation W, which governs transactions that banks may conduct with affiliates and insiders, and best practices for compliance. The panel will also discuss the impact of Dodd-Frank mandates, including Sections 608 and 619, on the affiliate transaction rules and the anticipated regulatory and enforcement framework under the new administration. They will also address practical problems and solutions.


Sections 23A and 23B of the Federal Reserve Act (as implemented by Federal Reserve Regulation W) restrict certain transactions between banks and their non-bank affiliates. The analysis of each affiliate transaction is critical in determining when Regulation W applies. Counsel needs to determine whether a given transaction is with a bank affiliate and a covered transaction under Reg W. The analysis has qualitative and quantitative aspects.

Several provisions in Dodd-Frank tightened the restrictions on affiliate transactions, particularly concerning derivatives transactions. The scope of "affiliates" and transactions subject to Section 23A was expanded, and collateral requirements for extensions of credit increased. Counsel must also consider the Volker Rule in evaluating relationships and transactions.

Listen as our authoritative panel of banking attorneys guides you through the complex affiliate transaction rules, including various covered transactions and exemptions. The panel will also discuss best practices for compliance in the current regulatory and enforcement climate.



  1. Regulation W Rule 23A
    1. What constitutes an "affiliate"
    2. Covered transactions: the seven categories
    3. Quantitative limitations
    4. Collateral requirements
    5. Exemptions
  2. Regulation W Rule 23B
    1. Market terms for affiliate transactions
    2. Attribution rule
  3. Dodd-Frank Amendments
    1. Investment funds
    2. Derivative transactions
    3. Securities lending


The panel will review these and other key issues:

  • What are the qualitative and quantitative limits and collateral requirements of Section 23A for covered transactions?
  • How does Section 23B ensure that banks' and affiliates' transactions occur on market terms?
  • What are the additional restrictions under Regulation W mandated under Dodd-Frank?
  • How will the current movement toward financial deregulation impact Regulation W?
  • Practical examples and solutions


MacDonald, Ralph
Ralph F. (Chip) MacDonald, III

Of Counsel
Jones Day

Mr. MacDonald is a financial services lawyer who focuses on M&As, public and private securities, governance, and...  |  Read More

Scarpa, Michael
Michael Scarpa

Managing Director

During his tenure at KPMG, Mr. Scarpa has provided legal and regulatory information and analysis to clients and...  |  Read More

Williams, Camden
Camden W. Williams

Senior Counsel, Regulatory Affairs
The PNC Financial Services Group

Mr. Williams advises banks and other financial institutions on regulatory, transactional and compliance matters....  |  Read More

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