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

A live 90-minute CLE webinar with interactive Q&A

Tuesday, May 16, 2017
1:00pm-2:30pm EDT, 10:00am-11:30am PDT

This CLE webinar 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. Practical problems and solutions will be discussed.


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. Regulation W predates Dodd-Frank and is expected to remain under any deregulation efforts under the current administration.

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 whether it is a covered transaction under Reg W. There are both a qualitative and quantitative aspects to the analysis.

In the wake of the Great Recession several provisions in Dodd-Frank tightened the restrictions on affiliate transactions, particularly with respect to derivatives transactions. The scope of “affiliates” and transactions subject to Section 23A have been expanded and collateral requirements for extensions of credit increased. Counsel must also now 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 transactions between banks and their affiliates occur on market terms?
  • What are the additional restrictions under Regulation W mandated under Dodd-Frank?
  • How will the current movement toward financial de-regulation impact Regulation W?
  • Practical examples and solutions.


Ralph F. (Chip) MacDonald, III, Partner
Jones Day, Atlanta

Mr. MacDonald's practice emphasizes securities, mergers and acquisitions, corporate governance, financial institutions (including REITs, investment managers, and broker-dealers), and financial products. He is a frequent speaker and author on matters related to financial and investment services and products.

Carlton E. Langer, Senior Vice President and Deputy General Counsel
Huntington National Bank, Akron, Ohio

Mr. Langer has over 37 years of experience in banking.  He spent the first 30 years of his banking career at National City Corporation where he was the lead lawyer in negotiating, documenting and closing more than 60 acquisitions and divestitures. He also had the primary legal responsibility for general corporate matters, securities law compliance and filings, capital issuances, broker dealer regulation, human resources and executive compensation.  He joined FirstMerit Corporation as the head of the legal department in early 2010 and was named Executive Vice President and Chief Legal Officer of FirastMerit Corporation in early 2013.  He joined The Huntington National Bank in August of 2016 with the merger of FirstMerit Corporation into Huntington Bancshares Incorporated.

Susan Boltacz, Senior Vice President
SunTrust Bank, Atlanta

Ms. Boltacz is the Regulation W Officer and a Senior Vice President at SunTrust Bank, where she has worked for over 12 years. She is a lawyer and a CPA with extensive experience in tax, compliance and risk management. Prior to joining SunTrust, she was Senior Counsel at BellSouth (now AT&T), where she was responsible for federal income tax planning and private equity investing, among other matters.

Live Webinar

Live Webinar $297.00

Add a colleague on the same connection in the same room for only $97.00 in the shopping cart or by calling customer service.

This webinar is eligible for at least 1.5 general CLE credits.

CLE credits are not available for PR.

*In KS, OH, PA, for more than 1 attendee on the connection you must contact Strafford CLE via email or call 1-800-926-7926 ext. 35 prior to the program for special instructions.


CLE On-Demand - Streaming Video

Includes recorded streaming video of full program plus PDF handouts.

On-demand is the only recorded format recognized for CLE credits in DE, IN, KS, LA, MS, NC, OH, OK, SC, TN, VA, WI.

AK, AZ, CA, CO, CT, DE, FL, GA, HI, IA, ID, IL, IN*, KS, KY, LA, ME, MN, MO, MT, NC, ND, NH**, NJ, NM, NV, NY, OH*, OK, OR, PA, SC, TN, TX, UT, VA, VT, WA, WI, WV, WY (Note: Some states restrict CLE eligibility based on the age of a program. Refer to our state CLE Map for additional information.)

*Only available for attorneys admitted for more than two years. For OH CLE credits, only programs recorded within the current calendar year are eligible - contact the CLE department for verification.

**NH attendees must self-determine if a program is eligible for credit and self-report their attendance.

CLE On-Demand Video $297.00
Available 48 hours after the live event

How does this work?

Recorded Event

Includes full event recording plus handouts (available after live webinar).

Strafford is an approved provider and self-study CLE credit is available in most states.

AK, AZ, CA, CO, CT, FL, GA, HI, IA, ID, IL, KY, ME, MN, MO, MT, ND, NJ, NM, NY, OR, PA, TN, TX, UT, VT, WA, WV, WY (Note: Some states restrict CLE eligibility based on the age of a program. Refer to our state CLE Map for additional information.)

Strafford will process CLE credit for one person on each recording.

Additional copies of a recording can be purchased at a discount. Please call Strafford Customer Service toll-free at 1-800-926-7926 ext 10 or email to place your order.

Recorded Webinar Download $297.00
Available 48 hours after the live event

How does this work?

Recorded Audio Download (MP3) $297.00
Available 24 hours after the live event

How does this work?

DVD (Slide Presentation with Audio) $297.00 plus $9.45 S&H
Available ten business days after the live event

How does this work?

Registration Plus Recorded Event

Best value!

Live Webinar & Webinar Download $394.00

Recorded Webinar Download Only $97.00 with Registration/Webinar Combo

Live Webinar & Audio Download $394.00

Recorded Audio Download (MP3) Only $97.00 with Registration/MP3 Combo

Live Webinar & DVD $394.00 plus $9.45 S&H

DVD (Slide Presentation with Audio) Only $97.00 with Registration/DVD Combo


Strafford webinars offer several options for participation: online viewing of speaker-controlled PowerPoint presentations with audio via computer speakers or via phone; or audio only via telephone (download speaker handouts prior to the program).  Please note that our webinars do not feature videos of the presenters.

or call 1-800-926-7926

Can't Attend the Live Program?

CLE Credits By State

See CLE State Map >

or call 1-800-926-7926

Customer Reviews

The seminar did a good job of explaining the basic principles and educating us on upcoming changes.

Damier Xandrine

Wells Fargo Bank

The content was comprehensive and relevant to our business.

Don Wong

Wells Fargo

This program provided a good refresher on 23A/23B requirements.

Jerry Sanchez

Cox Smith Matthews

The webinar was direct and practical and oriented toward problem-solving.

Sandor Mayuga

Keesal Young & Logan

The speakers were very experienced in not only the laws and issues but the Federal Reserve's policies and past practices. This was a timely topic in recognition of recent Dodd Frank changes.

Terrence J. Grasmick

Manatt Phelps & Phillips

or call 1-800-926-7926

Banking & Finance Law Advisory Board

Irving C. Apar


Thompson Hine

Mark N. Berman


Nixon Peabody

Willa Cohen Bruckner


Alston & Bird

Lawrence Kaplan

Of Counsel

Paul Hastings

Kevin Petrasic


Paul Hastings

Laura D. Richman


Mayer Brown

Robert M. Stern


Orrick Herrington & Sutcliffe

Andrew Stutzman


Stradley Ronon Stevens & Young

or call 1-800-926-7926

Our Guarantee

Strafford webinars are backed by our 100% Unconditional Money-Back Guarantee: if you are not satisfied with any of our products, simply let us know and get a full refund. For more information regarding complaints and refunds, please contact us at 1-800-926-7926 ext 10. Complaints regarding this program can be submitted via the course evaluation found in the “Thank you” e-mail at the end of the course.