Watters v. Wachovia Bank
Issues
1. Are State-chartered subsidiaries of national banks exempt from State regulation because of their relationship with a national bank?
2. Does equating a State-chartered subsidiary of a national bank to a national bank constitute conversion of a State corporation into a Federal corporation in violation of the Tenth Amendment?
Michigan has attempted to regulate State-charted nonbank subsidiaries of national banks. National banks are governed by the National Bank Act and the Office of the Comptroller of the Currency (OCC). Through §484(a) of the National Bank Act, national banks are not subject to State regulation. Through 12 C.F.R. 7.4006, the OCC expanded the reach of §484 to cover subsidiaries of national banks as well. Wachovia Mortgage, a State-chartered nonbank subsidiary of Wachovia Bank, a national bank, operates in Michigan. Michigan seeks to exercise regulatory power over the entity. Both courts below held that the OCC’s expansion of §484 was valid and that Michigan could not exercise regulatory power over the subsidiary, Wachovia Mortgage. The decision of the Supreme Court in this case will affect the balance of power between State and Federal regulatory and consumer protection measures.
Questions as Framed for the Court by the Parties
1. 12 U.S.C. § 484(a) of the National Bank Act limits visitorial powers over "national banks" except as authorized by federal law. National banks are defined and created under the National Bank Act. State-chartered nonbank operating subsidiaries of national banks are created under State corporate law. The Comptroller of the Currency, by Rule 12 CFR 7.4006, made 12 USC § 484(a) equally applicable to State-chartered nonbank "operating subsidiaries" of national banks. Is the interpretation of the Comptroller of the Currency that 12 CFR 7.4006 preempts Michigan's laws regulating mortgage lending as applied to State chartered nonbank operating subsidiaries, entitled to judicial deference under Chevron USA, Inc v. Natural Resources Defense Council, 467 US 837 (1984)?
2. A national bank has been declared to be a national corporation in Guthrie v Harkness, 199 US 148, 159 (1905). 12 CFR 7.4006 treats a State-chartered nonbank operating subsidiary of a national bank as equivalent to a national bank and, thus, as a national corporation. The Tenth Amendment to the United States Constitution is violated to the extent a statute permits the conversion of State corporations into federal ones in contravention of the laws of the place of their creation. Hopkins v Federal Savings & Loan Ass'n v Cleary, 296 US 315, 335 (1935). Does 12 CFR 7.4006, by equating a State-chartered nonbank operating subsidiary with a national bank for purposes of federal preemption of State regulation, violate the Tenth Amendment to the United States Constitution?
Wachovia Bank is a national bank chartered under the National Bank Act, 12 U.S.C. § 21. Wachovia Mortgage is a "State-chartered nonbank, operating subsidiary of Wachovia Bank." Watters v. Wachovia, 431 F.3d 556, 558 (6th. Cir. 2005); Brief for the Petitioner at 7.
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