Full opinion text
MEMORANDUM AND ORDER YOUNG, District Judge. During the late 1980s, Bank of New England Corporation (“BNEC”), a bank holding company, owned numerous subsidiary corporations including three national banks: Bank of New England, N.A. (“BNE”), Connecticut Bank and Trust Company, N.A. (“CBT”), and Maine National Bank (“MNB”) (collectively, the “Subsidiary Banks”). In 1989, BNEC and its Subsidiary Banks came under increased federal regulation due to financial problems at BNE. During the next several years, and allegedly under direction of several federal regulatory agencies, many of BNEC’s assets were transferred both downstream from BNEC to its Subsidiary Banks, and sidestream from CBT and MNB to BNE. On January 6, 1991, the Comptroller of the Currency declared all three Subsidiary Banks insolvent, and BNEC filed for Chapter 7 bankruptcy one day later. The Federal Deposit Insurance Corporation (“FDIC”) was then appointed receiver for the Subsidiary Banks, and subsequently transferred the Subsidiary Banks’ assets first to several bridge banks (the “Bridge Banks”), and then to several private banks (the “Fleet Banks” or “Fleet”). This is a consolidated action by Dr. Ben S. Branch (“Branch”), Chapter 7 Trustee of BNEC, to recover from the FDIC in both its corporate and receivership capacities, as well as from the Fleet Banks, over $2 billion in assets allegedly wrongfully transferred to and among BNEC’s Subsidiary Banks. The gravamen of Branch’s Complaints is that federal banking regulators, rather, than close BNE upon its actual insolvency in 1989, instead kept it open in order to facilitate the transfer of BNEC’s assets to BNE for the purpose of reducing the FDIC’s liability to BNE’s depositors when, as was then inevitable, BNE ultimately failed. Branch seeks recovery of the transferred assets under the Bankruptcy Code, the National Bank Act, the Federal Reserve Act, and Massachusetts common law. The defendants move, to dismiss these consolidated actions upon a battery of jurisdictional and substantive defenses which raise important issues in uncharted areas of federal banking law. I. REGULATORY FRAMEWORK These disputes arise within a complex regulatory framework and involve multiple federal regulatory agencies acting in several capacities. The Office of the Comptroller of the Currency (“OCC”) is a Treasury Department agency responsible for chartering, examining, and regulating national banks. The Board of Governors of the Federal Reserve System (“FED”) is a federal banking agency charged with regulatory and supervisory control over bank holding companies that are members of the federal reserve system. Under the Federal Deposit Insurance Act (FDIA), 12 U.S.C, §§ 1811-33e, the OCC and FED are empowered to issue Cease and Desist Orders against banks and bank holding companies, respectively, in order to halt or remedy “unsafe or unsound” banking practices. 12 U.S.C. § 1818(b)(1), (3). Banks and bank holding companies may appeal the issuance of Cease and Desist Orders pursuant to an administrative scheme established by the FDIA. 12 U.S.C. § 1818(b), (h). Under the National Bank Act (NBA), 12 U.S.C. §§ 21-216d, the OCC is empowered to place a national bank into receivership whenever it “shall become satisfied of the insolvency” of the bank. 12 U.S.C. § 191. Under the FDIA, the receiver appointed by the OCC for an insolvent national bank must be the FDIC. 12 U.S.C. § 1821(c). This puts the FDIC in the position of acting in two separate capacities with respect to the insolvent bank. First, the FDIC acts in its corporate capacity (“FDIC-Corporate”), as an insurer of up to $100,000 on each deposit at the failed bank. 12 U.S.C. §§ 1811, 1821(a), (f). Second, the FDIC acts in its receivership capacity (“FDIC-Receiver”), in which it is responsible for marshall-ing the insolvent bank’s assets and distributing them to the bank’s creditors and shareholders. 12 U.S.C. §§ 192, 194, 1821(d)(2)(H). The FDIC is often required to deal with itself in its separate capacities, such as lending or selling to itself. In fulfilling its duty to pay depositors when a bank is declared insolvent, the FDIC has two primary alternatives: liquidation or sale of the’failed bank’s assets to a bridge bank pursuant to a purchase and assumption agreement. A liquidation involves closing the insolvent bank, selling its assets, paying depositors their insured amounts, and covering any shortfall from an insurance fund created from assessments paid by the insured banks. 12 U.S.C. § 1821(a). A liquidation may have substantial disadvantages: “[ajccounts are frozen, checks are returned unpaid, and a significant disruption of the intricate financial machinery results.” Gunter v. Hutcheson, 674 F.2d 862, 865 (11th Cir.1982), cert. denied, 459 U.S. 826, 103 S.Ct. 60, 74 L.Ed.2d 63 (1982). The probability that uninsured deposits or liabilities will be paid in any substantial part is slight, and the cost to the FDIC of simply covering-insured funds is great. Texas American Bancshares, Inc. (TAB) v. Clarke, 954 F.2d 329, 333 (5th Cir.1992). Purchase and assumption transactions, on the other hand, are often “a dramatically effective and cost-efficient way to protect depositors, the banking system, and the resources of the insurance fund.” Federal Deposit Ins. Corp. v. Bank of Boulder, 865 F.2d 1134, 1136 (10th Cir.1988), cert. denied, 499 U.S. 904, 111 S.Ct. 1103, 113 L.Ed.2d 213 (1991). Instead of closing the failed institution, FDIC-Receiver sells most of the assets and liabilities of the failed bank to a bridge bank pursuant to a Purchase and Assumption Agreement. The bridge bank then opens the next day with no interruption of banking services or loss to depositors. In situations in which the liabilities assumed by the bridge bank exceed the assets acquired, FDIC-Corporate is authorized under FDIA to pay the bridge bank the difference in a cash payment. This cash is obtained from the FDIC’s insurance fund, and in exchange, FDIC-Corporate acquires, the untransferred, unassumed assets of the failed bank. The bridge bank’s charter terminates on the earliest of several events, including the assumption of substantially all of the deposits and other liabilities of the bridge bank by a third party bank. 12 U.S.C. § 1821(n)(10). See generally TAB, 954 F.2d at 333. The scenario in this case runs the gamut of federal banking regulation, encompassing both pre-insolvency regulation by the OCC and FED, as well post-insolvency purchases and assumptions facilitated by the FDIC. II. FACTUAL ALLEGATIONS In the 1980s, BNEC was a bank holding company owning numerous subsidiary corporations including the federally insured banks BNE, CBT, and MNB. During an annual on-site review in 1986, the OCC first discovered that .BNE, BNEC’s largest bank subsidiary, possessed an overly concentrated portfolio of risky real estate loans — a problem compounded by poor management and faulty loan assessments. During the next several years, and despite repeated warnings by the OCC,- these problems caused BNE’s financial condition seriously to deteriorate. On July 17, 1989, the written results of the OCC’s December 31, 1988 examination of BNE revealed that BNE’s credit quality had declined significantly due to poor quality of loans and aggressive, uncontrolled growth of its loan portfolio. By the summer of 1989, BNE was already insolvent to the point that the value of BNEC’s 100% stock ownership in BNE was effectively zero, and thus there was no realistic expectation that BNEC would ever receive any return based on that ownership. This loss of value also rendered BNEC insolvent by the summer of 1989. In contrast, BNEC’s other two national subsidiary banks, CBT and MNB, were still fully solvent at that time, and thus BNEC’s 100% ownership of those banks was still of substantial value to BNEC and thus its creditors. As a result of the long-standing and increasingly serious problems at BNE, the federal regulatory agencies — OCC, the FED, and the FDIC (collectively, the “Regulators”) — had a continuous and concerted, presence at BNE commencing in the fall of 1989. On August 10, 1989, the OCC entered a formal Agreement with BNE (the “OCC Agreement”), which required BNE to address the problems outlined in the July 17, 1989 report and to submit monthly status reports to the OCC. (Defs.’ App.Ex. 4.A.) In response to the Regulators’ concerns over BNEC’s capital, BNEC completed a bond offering in September 1989 and thereafter transferred, without recompense, the bulk of the $250 million in proceeds to BNE, CBT and MNB. During the OCC’s 1989 on-site review of BNE, the OCC found that poor and rapidly deteriorating asset quality was threatening the viability of BNE. On or about December 15, 1989, BNEC projected its 1989 loan losses to exceed one billion ($1,000,000,000) dollars, the largest quarterly loss ever recorded by a domestic bank holding company. This prompted an investigation by the Securities and Exchange Commission (“SEC”), which determined that these losses had in fact occurred earlier. The SEC then required BNEC to restate its third quarter 1989 fi-nancials, and BNEC entered into a consent decree to that effect. At a BNEC Board of Directors meeting on December 22, 1989, the Regulators advised BNEC to begin selling significant portions of its assets to its Subsidiary Banks. Through this program of transfers, internally known as the “Asset Distribution Program,” the Regulators sought to reduce the FDIC’s overall costs in handling BNE’s inevitable failure by increasing the Subsidiary Banks’ asset base at the expense of BNEC and its creditors. The Regulators facilitated the program by causing BNEC to replace its existing senior management with management approved by the Regulators. After selection and approval, these new managers regularly consulted with the Regulators, and were required to obtain the Regulators’ consent for any significant actions which affected BNEC and its Subsidiary Banks. In late December 1989, BNEC’s New York Counsel prepared a Chapter 11 bankruptcy-petition for BNEC to file in the Bankruptcy Court for the District of Massachusetts in the event that the Regulators declared BNE insolvent. The Regulators did not declare BNE insolvent at that time, however, because to do so would have prevented the transfer of BNEC’s assets to BNE and the other Subsidiary Banks. Throughout 1990, the Regulators’ involvement with BNEC and BNE was pervasive. In order to continue the Asset Disposition Program and to meet its liquidity needs, BNE began borrowing on January 2, 1990 from the discount window of the Federal Reserve Bank of Boston. During the six-month period in which BNE was engaged in discount window borrowings, such borrowings were in amounts up to $2,300,000,000. All of these loans were subsequently repaid. Without availing itself of the discount window, BNE would have been unable to meet depositor funds through' the first six months of 1990. At a January 17,1990 BNEC board meeting, Martin Lipton, partner of Wachtell, Lipton, Rosen & Katz, BNEC’s legal counsel, stated that BNEC continued “to live day to day at the mercy of the regulators.” • On February 26, 1990, the FED entered a Cease and Desist Order against BNEC (the “FED C & D Order”), reinforcing the Regulator’s control over day-to-day operations at BNEC and requiring sweeping changes in BNEC’s management, including the appointment of a new Chief Executive Officer satisfactory to the Regulators. (Defs.’ Ex. 3.B.) The same day, the OCC entered a similar Cease and Desist Order against BNE (the “OCC/BNE C & D Order”). (Defs.’ App.Ex. 4.B.) Soon thereafter, on April 16, 1990 and May 4, 1990, the OCC entered the same orders against CBT and MNB (the “OCC/CBT C & D Order” and “OCC/MNB C & D Order”), (Defs.’ App.Exs. 4.C, E), and on May 3, 1990 and May 11, 1990, the same orders were entered against BNE-Old Colony and BNE-West, two other BNEC subsidiary banks. (Defs.’ App.Exs. 4.D, F.) Following the entry of these orders, the Regulators controlled virtually all of the sources of BNEC operating funds. As the Asset Disposition Program continued throughout the spring and summer of 1990, the institutional holders of BNEC’s long-term public debt actively negotiated with bank officials in the hopes of restructuring over $700,000,000 in BNEC bonds. As negotiations were, ongoing, the Regulators openly acknowledged their understanding that BNEC’s creditors could attack the asset transfers to BNE as fraudulent conveyances; on June 28, 1990, BNEC presented to the OCC a revised capitalization plan which, at the Regulators’ request, specifically discussed (i) the circumstances under which BNEC’s creditors could file a petition for involuntary bankruptcy of BNEC; and (ii) whether BNEC’s transfers to BNE could be attacked as fraudulent conveyances and, if so, whether legal structures could be implemented to minimize or eliminate that risk. In December 1990, after some eight months of negotiation, BNEC and its public debt-holders agreed to a tentative “debt for equity swap.” The bondholders withheld final approval for this plan, however, until assurances could be obtained from the Regulators that ■ the Subsidiary Banks would not be seized for a specified period of time. The Asset Disposition Program was completed on December 31, 1990, with the merger of BNE-Old Colony into BNE. All told, BNEC’s Board of Directors, in conjunction with the Regulators, had transferred over $500,000,000 in assets from BNEC to the Subsidiary Banks while BNE was insolvent. These assets included proceeds from public debt offerings and general asset dispositions, mergers of subsidiary banks into BNE, proceeds from transfers of BNEC non-banking subsidiaries, and miscellaneous transfers such as tax refunds, prepaid expenses and use of trademarks. All of these transfers had been made with the express intent to reduce the FDIC’s resolution costs at the expense of BNEC and its creditors. On January 3, 1991, BNEC and BNE reported fourth quarter 1990 operating losses of approximately $450,000,000 to the Regulators. This information appeared in news reports the next day, which precipitated deposit runs on both BNE and CBT. For the first time since the Great Depression and the creation of the federal deposit insurance system, depositors literally lined up outside the offices of a major federally insured bank seeking to withdraw their funds. With the runs on BNE and CBT underway on Friday, January 4, CBT and MNB sold $1,484,000,000 and $133,490,000 of federal funds, respectively, to BNE. On Sunday, January 6, 1991, while BNEC’s creditors were working over the weekend in a futile restructuring effort, the Regulators took the following carefully orchestrated actions: (1) Issued an order declaring BNE insolvent and appointing the FDIC as receiver (“FDIC-BNE”). (2) Wrote off the federal funds loan from CBT to BNE as now valueless. This created an equity capital deficiency of $49,-000,000 at CBT, and allowed the OCC to declare CBT insolvent and appoint the FDIC as receiver (“FDIC-CBT”). (3) Likewise, wrote off the federal funds loan from MNB to BNE as now valueless. Since MNB remained solvent even after this write off, the FDIC demanded payment by MNB of $1,000,000,000 (the FDIC’s then estimated loss as receiver for BNE) under its cross-guarantee authority. Since MNB was without funds to meet the billion dollar demand, the Regulators closed MNB and appointed FDIC as receiver (“FDIC-MNB,” and along with FDIC-CBT and FDIC-BNE, “FDIC-Re-eeiver I”). (4) Organized “New BNE,” “New CBT” and “New MNB” (the Bridge Banks) as national banking associations to continue the respective banking operations of their predecessors pending sale to a third party. (5) Transferred to the Bridge Banks through purchases and assumptions virtually all of the assets and liabilities of BNE, CBT, and MNB, except those banks’ liabilities to BNEC and its subsidiaries. (6) Directed BNEC’s Board of Directors to authorize the filing of a voluntary petition in bankruptcy by BNEC. BNEC filed its Chapter 7 bankruptcy petition the next day, on January 7, 1991. On that same day, the Bridge Banks hired substantially all of the employees of BNEC and its bank subsidiaries. Soon thereafter, the Bridge Banks refused to turn over BNEC’s deposit accounts, thereby leaving BNEC with no employees and no immediately available operating funds. The FDIC immediately sought a purchaser for the assets and liabilities of the Bridge Banks. By letter of April 18, 1991, the Trustee in Bankruptcy for BNEC notified potential bidders, including Fleet/Norstar Financial Group Inc. (“Fleet/Norstar”), that the assets of the Bridge Banks included assets fraudulently transferred from BNEC, CBT, and MNB, and that the Trustee had a right and intended-to recover these assets from any subsequent transferee. Despite these warnings, FDIC proceeded and, on April 22, 1991, announced that Fleet/Norstar was the successful bidder for certain of the assets and liabilities of the Bridge Banks. On July 12, 1991, the OCC closed the Bridge Banks, and appointed the FDIC as their receiver (“FDIC-New BNE,” “FDIC-New CBT,” and “FDIC-New MNB” and, collectively, “FDIC-Receiver II”). On that same day, the Fleet Banks acquired certain assets and assumed certain liabilities of the Bridge Banks. In particular, Fleet Bank of Massachusetts, N.A. (“Fleet-Mass”) acquired certain assets and assumed certain liabilities of New BNE; Fleet Bank, N.A. (“Fleet-Ct”) acquired certain assets and assumed certain liabilities of New CBT; and Fleet Bank of Maine (“Fleet-Me”) acquired certain assets and assumed certain liabilities of New MNB. The chart below generally illustrates the relationships of the parties during the relevant period: Due to the transfers of assets from BNEC to its Subsidiary Banks, BNEC’s estate has been unable to pay the lawful claims of its creditors, which are in excess of $700,000,000. III. THE COMPLAINTS Branch filed actions in the Districts of Massachusetts (“Mass.Complaint”), Connecticut (“Ct.Complaint”), Maine (“Me.Complaint”), and the District of Columbia (“Bridge Bank Complaint”), naming as defendants FDIC-Corporate, FDIC-Receiver I, FDIC-Receiver II (FDIC Receiver I and FDIC Receiver II are collectively referred to herein as “FDIC-Receiver”), and the Fleet Banks. All four actions were subsequently consolidated into the lead case, which this Court has withdrawn from the Bankruptcy Court. Counts I-V of the Mass, and Bridge Bank Complaints, and Count I of the Ct. and Me. Complaints, allege that the various transfers pleaded are fraudulent transfers recoverable by Branch under the Bankruptcy Code. Counts VI-IX of the Mass, and Bridge Bank Complaints assert derivative claims on behalf of CBT and MNB, alleging that transfers of federal funds from those banks to BNE violated section 91 of the NBA and section 23A of the Federal Reserve Act (FRA). Count X of the Mass, and Bridge Bank Complaints, and Count II of the Ct. and Me. Complaints, assert common law claims to remedy unjust enrichment. Count XI of the Mass.Complaint and Count III of the Ct.Complaint seek repayment of debts allegedly owed by BNE and CBT to BNEC. In a first “unnumbered count” in each1 complaint, Branch asserts that certain of his claims against FDIC-Receiver are entitled to recovery at 100% (with interest), rather than at a reduced or “pro rata” percentage (the “Priority Claim”). Finally, in a second unnumbered count in each complaint, Branch contends that FDIC-Corporate is liable under sections 91 and 194 of the NBA to ensure full payment of Branch’s claims against FDIC-Receiver (“Deficiency Claim”). IV. ANALYSIS The defendants have moved to dismiss Branch’s Complaints upon a battery of jurisdictional and substantive defenses. On May 11, 1992, the defendants submitted motions to dismiss the Massachusetts, Connecticut and Maine Complaints. On September 8, 1992, at the hearing on these motions, this Court instructed the defendants to submit any additional bases for dismissal of the Bridge Bank Complaint. The defendants’ Motion to Dismiss the Bridge Bank Complaint was then submitted on September 18, 1992, and is properly before this Court. See Defs.’ Post-Hearing Br. All parties are assiduous in explaining to the Court that they desire that these motions to dismiss be treated as such, and not converted into motions for summary judgment. Their tactics are not difficult to discern. In this extraordinarily complex litigation, each party seeks to learn early-on just what claims are viable and must be factually explored through discovery. Moreover, each party knows that, to the extent the lay of the legal landscape may be set out in response to the motions to dismiss, the parties may better arm themselves for the inevitable summary judgment clash. In pursuing this course, however, the defendants undertake to hoe a very long row indeed for, in- considering a motion to dismiss, a court must take all the allegations set forth in the complaint as true and must draw every reasonable inference in favor of the plaintiff. Watterson v. Page, 987 F.2d 1, 3 (1st Cir.1993); Monahan v. Dorchester Counseling Ctr., Inc., 961 F.2d 987, 988 (1st Cir.1992). Branch’s complaints therefore may not be dismissed for failure to state a claim “unless it appears beyond doubt that the plaintiff can prove no set of facts in support of his claim which would entitle him. to relief.” Conley v. Gibson, 355 U.S. 41, 45-46, 78 S.Ct. 99, 102, 2 L.Ed.2d 80 (1957). At the outset, moreover, it is worth noting that courts should generally be reluctant to grant a motion to dismiss when the claim in question asserts a novel theory of recovery. Novel theories of recovery are best tested for legal sufficiency in light of actual, rather than alleged facts. Electrical Const. & Maintenance Co. v. Maeda Pacific Corp., 764 F.2d 619, 623 (9th Cir.1985); Shull v. Pilot Life Ins. Co., 313 F.2d 445 (5th Cir.1963); In re Richmond Produce Co., 118 B.R. 753, 755 (Bankr.N.D.Ca., 1990) (considering “entity for whose benefit” claim, see infra). A, THE REGULATORY ORDERS Under the FDIA, judicial review of OCC and FED Cease and Desist Orders may be had only through specific procedures, see 12 U.S.C. § 1818(b), (h), (i), and orders issued with the consent of the financial institution are explicitly exempted from judicial review. 12 U.S.C. § 1818(h)(2). The defendants contend that these several complaints constitute an impermissible collateral attack upon the FED and OCC Orders and Agreements (the “Orders and Agreements”) which, among other things, required BNEC to serve as a source of financial strength to its Subsidiary Banks. Specifically, the defendants claim both that Branch failed to follow the procedures prerequisite to obtaining judicial review, and that, moreover, the Orders and Agreements are immune from review as consent orders under section 1818(h)(2). In response, Branch contends that the Orders and Agreements neither generally nor specifically required the challenged'asset transfers, and that, in any event, judicial review may still be had under 28 U.S.C. § 1334(d) or because the Orders were ultra vires. This Court rules that none of the Orders and Agreements required the challenged asset transfers. Only the FED C & D Order and the FED MOU contain language which purports to require asset transfers from BNEC to its Subsidiary Banks, and neither of these documents attempts to define the manner of transfer or the specific assets to be transferred. Thus, while Branch’s Complaints may indeed constitute attacks upon the discretionary execution of the Orders and Agreements, they do not represent attacks upon the Orders and Agreements themselves. Similarly, while the OCC Orders and Agreements specifically allow for federal funds sales, they mandate neither specific federal funds transfers nor the manner in which the challenged federal funds transfers were to be accomplished. (See, e.g., OCC/ BNE C & D Order, Defs.’ App.Ex. 4.B, Article V.) Accordingly, the Court rules that the Complaints do not constitute a collateral attack upon the FED and OCC Orders and Agreements, and thus the Court need not reach the subsidiary issues raised by Branch. B. BANKRUPTCY CODE CLAIMS In Counts I-Y of the Mass, and Bridge Bank Complaints and Count I of the Ct. and Me. Complaints, Branch seeks, under the fraudulent conveyance provisions of the Bankruptcy Code, recovery of the assets transferred both downstream from BNEC to the Subsidiary Banks, and sidestream from CBT and MNB to BNE. Branch alleges that these transfers were made either (i) with actual intent to hinder, delay or defraud BNEC’s creditors; or (ii) were made for less than reasonably equivalent value at a time when BNEC was either already insolvent or was rendered insolvent thereby,-was left with unreasonably small capital, or believed or intended that its debts would be beyond its ability to pay. See 11 U.S.C. §§ 548(a)(1), (2); Mass.Gen.L. ch. 109A §§ 4, 5, 6, 7 (incorporated into the Bankruptcy Code via 11 U.S.C. § 544[b]). Branch seeks recovery of the transferred assets or their equivalent value from FDIC-Reeeiver I as the initial transferee, from FDIC-Receiver II and Fleet as subsequent transferees, and from FDIC-Corporate as the entity for whose benefit the transfers were made. See 11 U.S.C. § 550(a). 1. Compliance with' Regulatory Orders The defendants argue that since, they insist, the FED and OCC Orders and Agreements required the challenged asset transfers, the transfers are therefore immunized from attack under the Bankruptcy Code either 'because (i) a transfer legally-mandated by the FED or OCC pursuant to its regulatory authority is automatically made in good faith and for fair consideration under the Bankruptcy Code; or (ii) federal banking law preempts the Bankruptcy Code. As previously discussed, the FED and OCC Orders and Agreements did not require the challenged transfers. Accordingly, the Court rules that the transfers are subject to the Bankruptcy Code without consideration of these underlying legal issues. 2. Transfers to CBT and MNB “For Value” Branch alleges that CBT and MNB were solvent until January 4, 1991. Yet, in order to prevail on' his Bankruptcy Code claims under sections 548(a)(2) and 544(b) — to the extent his claims are based upon Mass. Gen.L. ch. 109A §§ 4, 5, 6 — Branch must prove that the transfers to CBT and MNB before that date were made for “less than reasonably equivalent value” and “without fair consideration.” The defendants contend that transfers to solvent subsidiaries always involve an even exchange of value since the value of the transferred asset is repaid to the parent by an increase in the value of the subsidiaries’ stock. Accordingly, the defendants seek to dismiss Branch’s claims under the above-cited provisions to the extent they are based upon transfers to CBT and MNB prior to January 4, 1991. In response, Branch stands by his allegations that CBT and MNB were solvent until January 4, 1991; but argues that the transfers to CBT and MNB nonetheless lacked adequate consideration because of the deep insolvency of CBT’s and MNB’s sister institution BNE. Whéther a transfer is made for fair consideration is a question of fact. In re Roco Corp., 701 F.2d 978, 981-82 (1st Cir.1983); Klein v. Tabatchnik, 610 F.2d 1043, 1047-48 (2d Cir.1979); In re Lawrence Paperboard Corp., 76 B.R. 866, 873 (Bankr.D.Mass.1987). Generally, transfers to a solvent subsidiary are considered to be for reasonably equivalent value because, since the parent is the sole stockholder of the subsidiary corporation, any benefit received by the subsidiary is also a benefit to the parent. In re Metro Communications, Inc., 95 B.R. 921, 933 (Bankr.W.D.Pa.1989), rev’d, on other grounds, 945 F.2d 635 (3d Cir.1991); In re Lawrence Paperboard Co., 76 B.R. at 871. The Court is aware of no ease in which transfers to a solvent subsidiary have been determined to be for less than equivalent value. Nevertheless, the Court is not prepared to foreclose the possibility that, under certain circumstances, the presumption in favor of fair or equivalent consideration might be overcome. See Johnson v. First Nat’l Bank, 81 B.R. 87, 89 (Bankr.N.D.Fla.1987) (“[a] loan to a subsidiary corporation will almost always confer a benefit on the parent [but the] remaining question is the adequacy of the consideration received.”); In re Royal Crown Bottlers of N. Ala., Inc., 23 B.R. 28, 30 (Bankr.N.D.Ala.1982) (“the passing to a subsidiary of the consideration for a transfer by a debtor-parent may be presumed to be substantial”); see also R. Rasmussen, Guarantees and Section 548(a)(2) of the Bankruptcy Code, 52 U.Chi.L.Rev. 194, 215-216 (1985) (discussing the difficulty in assessing whether transfers between affiliated corporations are made for reasonably equivalent value and suggesting that a rebuttable presumption in favor of fair consideration be employed to govern transfers from parents to subsidiaries). Accordingly, this Court will subject Branch’s claims to a rebuttable presumption that transfers to a solvent subsidiary are made for reasonably equivalent value. Here, Branch alleges that the transfers from BNEC to the solvent MNB and CBT were made at a time when those banks’ sister institution, BNE, to the knowledge of BNEC’s Directors and the Regulators, was deeply and hopelessly insolvent. Branch alleges that the deep insolvency of BNE, and the inevitability of its takeover by the FDIC, raised the real possibility that the FDIC would assert a cross-guarantee assessment against MNB and CBT under 12 U.S.C. § 1815(e), thereby wiping out CBT’s and MNB’s net worth and value to BNEC (MNB was in fact rendered insolvent by such a demand on January 6, 1991). The Court agrees with Branch that under these circumstances, the transfers of assets from BNEC to CBT and MNB may indeed not have produced reasonably equivalent value since, among other things, the value of the stock received by BNEC would have to be discounted for the probability that the FDIC would use its cross-assessment powers to render the stock valueless. Accordingly, at least for the purposes of surviving a motion to dismiss, the Court rules that Branch’s allegations are sufficient to overcome the presumption in favor of equivalent value, and hence deny the defendants’ motion to dismiss. 3. Tax Refund Claim Among his Bankruptcy Code claims against FDIC-Receiver II, Branch seeks to recover tax refunds allegedly fraudulently transferred from BNEC to the Subsidiary Banks, and then purchased by the Bridge Banks. FDIC-Receiver II moves to dismiss this claim on the basis that it represents a compulsory counterclaim in the “Accounts Case,” C.A. No. 91-10976-Y. This defense, submitted by FDIC-Receiver II for the first time in its post-hearing brief, is tardy and thus' technically outside the scope of the present motion. The Court notes, however, that since the Accounts Case and these fraudulent transfer cases are now consolidated before this Court, dismissal of Branch’s claim to recover tax refunds would not serve the purposes of Fed.R.Civ.P. 13(a) even if it were a compulsory counterclaim in the Accounts Case. See, e.g., Provident Life & Acc. Ins. Co. v. United States, 740 F.Supp. 492, 496 (E.D.Tenn.1990); 6 C. Wright, A. Miller & M. Kane, Federal Practice & Procedure 2d § 1418, at 147 (1983 & Supp.1991). Accordingly, FDIC-Receiver II’s motion to dismiss Branch’s claim to recoyer tax refunds is denied. U. “Entity for Whose Benefit" Branch’s Bankruptcy Code claims seek recovery from FDIC-Corporate under section 550(a)(1), which provides that “the trustee may recover ... the property [fraudulently] transferred, or ... the value of such property, from ... the initial transferee ... or the entity for whose benefit stick transfer ivas made." 11 U.S.C. § 550(a)(1) (emphasis added). As discussed above, Branch alleges that FDIC-Corporate, in concert with the OCC and FED, engineered the challenged transfers in order to reduce FDIC-Corporate’s overall costs in handling the failure of the Subsidiary Banks, and that FDIC-Corporate received the benefit of these transactions to the detriment of BNEC’s existing creditors. The question for this Court is- whether these alleged facts are sufficient to survive a motion to dismiss under section 550(a)(1). FDIC-Corporate advances two arguments why Branch’s claim should fail as matter of law. First, FDIC-Corporate contends that its role as insurer and regulator of banks sets it outside the description of an “entity” which benefits under section 550(a)(1). FDIC-Corporate argues that section 550(a)(1) allows recovery from only two types of entities — a debtor of the initial transferee, or a guarantor of the debtor’s debt to the initial transferee — and contends that FDIC-Corporate meets neither description but is rather an insurer, within limits, of funds deposited, with the bank. Second, FDIC-Corporate argues that a reduction in the FDIC’s handling costs, and specifically a reduction in the FDIC’s insurance liability, is not a “benefit” as contemplated by section 550(a)(1), but is rather a co-incidental byproduct of the FED’s and OCC’s regulatory actions. FDIC-Corporate appears to afford section 550(a)(1) far too limited a scope.- The provision applies on its face to any “entity” for whose benefit a transfer is made, and contains no express,limitation upon the type of “benefit” required. Courts have, in fact, applied section 550(a)(1) to many “entities” and “benefits” outside the “paradigm” examples provided by FDIC-Corporate. See, e.g., Max Sugerman Funeral Home, Inc. v. A.D.B. Investors, 926 F.2d 1248, 1255-56 (1st Cir.1991) (debtor transferred assets to two entities which were entirely owned and controlled by a judgment creditor and which assumed the debtor’s obligations to that creditor but not to other creditors — preferred creditor was “entity for whose benefit” transfer was made); In re Air Conditioning, Inc., 845 F.2d 293, 299 (11th Cir.1988) (beneficiary of bank letter of credit securing the beneficiary’s claim against the debtor was an entity for whose benefit the debtor had transferred property to the bank to obtain the letter of credit), cert. denied, 488 U.S. 993, 109 S.Ct. 557, 102 L.Ed.2d 584 (1988); In re Compton Corp., 831 F.2d 586, 595 (5th Cir.1987) (same), modified on other grounds on reh’g, 835 F.2d 584 (5th Cir.1988); see also In re Richmond, 118 B.R. at 758 (“it would be nonsensical to’ conclude that existing cáse law has exhausted every possible type of entity from whom recovery may be obtained”). Moreover, the distinction that FDIC-Corporate attempts to draw between a guarantor and an insurer is to a large extent illusory: just like a guarantor, an insurer has a duty to make payments if properly called upon, and benefits when fraudulent transfers reduce the cost of carrying out that duty. Thus, Branch appears to state a claim against FDIC-Corporate logically encompassed within the broad reach of section 550(a)(1). Congress has explicitly provided that FDIC-Corporate may “sue and be sued ... in any court of law or equity.” 12 U.S.C. § 1819(a). The Supreme Court has stated that such “sue and be sued” provisions are to be “liberally construed.” Franchise Tax Bd of Ca. v. United States Postal Serv., 467 U.S. 512, 517, 104 S.Ct. 2549, 2552-53, 81 L.Ed.2d 446 (1987). Accordingly, in the absence of evidence that Branch’s claim falls outside the ambit of section 550(a)(1), the Court rules that Branch states a claim against FDIC-Corporate under that section. C. DERIVATIVE CLAIMS In Counts VI-IX of the Mass, and Bridge Bank Complaints, Branch asserts derivative claims on behalf of CBT and MNB alleging that the January 4, 1991 transfers of federal funds from CBT and MNB to BNE violated section 91 of the NBA and section 23A of the FRA. Under both acts, Branch seeks recovery of the purchase price of the transferred funds from FDIC-BNE as the initial transferee, and from FDIC-New BNE and Fleet-Mass as subsequent transferees. In addition, under his FRA claims only, Branch seeks recovery from FDIC-Corporate as well. 1. Derivative Standing As a threshold matter, this Court must decide whether Branch, as Chapter 7 Trustee of BNEC and hence as the sole shareholder of CBT and MNB, has standing to bring suit derivatively on behalf of those banks. Normally, the responsibility for determining whether a corporation should institute or terminate litigation is, like other business questions, a matter of internal management left to the discretion of the corporation’s directors. United Copper Co. v. Amalgamated Copper Co., 244 U.S. 261, 263, 37 S.Ct. 509, 510, 61 L.Ed. 1119 (1917). Shareholders thus ordinarily must make demand upon the corporation’s directors before commencing suit on behalf of the corporation, and a proper exercise of business judgment by the directors not to institute litigation generally will preclude the shareholders from bringing a derivative suit. Only in rare circumstances, such as “where the directors are guilty of misconduct equal to a breach of trust, or where they stand in a dual relation which prevents an unprejudiced exercise of judgment,” do courts allow shareholder derivative actions to proceed against the wishes of the directors or in the absence of demand. Id. at 264, 37 S.Ct. at 510; Marquis Theatre Corp. v. Condado Mini Cinema, 846 F.2d 86, 91 (1st Cir.1988); Hasan v. CleveTrust Realty Investors, 729 F.2d 372, 377 (6th Cir.1984) (applying Massachusetts law); see also Fed.R.Civ.P. 23.1. Similar principles apply when a bank is placed in receivership, except that the receiver stands in place of, and represents the. interests of, the insolvent bank. Landy v. Federal Deposit Ins. Corp., 486 F.2d 139, 147 (3d Cir.1973) (citations omitted), cert. denied, 416 U.S. 960, 94 S.Ct. 1979, 40 L.Ed.2d 312 (1974). The receiver becomes entrusted with the responsibility of deciding if and when to commence litigation on behalf of the insolvent bank, and any demand to bring suit must be made on the receiver rather than the directors. Id. As in the normal corporate context, however, “when a receiver refuses to bring suit or ‘where it would be a vain thing to make a demand upon [it], and it is shown there is a necessity for a suit for the protection of the interests of creditors,’ a stockholder is free to sue” even against the wishes of the receiver or in the absence of demand. Id. at 148-49 (citing O’Connor v. Rhodes, 79 F.2d 146, 149 (D.C.Cir.1935), aff'd sub nom., 297 U.S. 383, 56 S.Ct. 517, 80 L.Ed. 733 (1936)). These rules routinely apply to FDIC re-ceiverships as well. Landy, 486 F.2d at 147 (citations omitted); see Gaubert v. United States, 885 F.2d 1284, 1290 n. 6 (5th Cir.1989), rev’d on other grounds, 499 U.S. 315, 111 S.Ct. 1267, 113 L.Ed.2d 335 (1991); Federal Deposit Ins. Corp. v. American Bank, 558 F.2d 711, 716 (4th Cir.1977); In re Longhorn Sec. Litig., 573 F.Supp. 255, 272 (W.D.Okla.1983). Branch alleges that he demanded on May 16, 1991 that FDIC-CBT and FDIC-MNB bring suit on behalf of CBT and MNB. It is undisputed that FDIC-CBT and FDIC-MNB never asserted these claims. Branch argues that the FDIC has several conflicts of interest which prevent it from exercising unprejudiced judgment with respect to the claims at issue, and which therefore warrant this Court allowing derivative standing: (1) the FDIC would be suing itself; and (2) the FDIC took part in and benefitted from the events giving rise to the federal funds claims. The defendants advance two main grounds for denying Branch derivative standing. First, the defendants claim that 12 U.S.C. § 1821(d)(2)(A)(i) of the FDIA, as recently enacted by the Financial Institutions Reform, Recovery, and Enforcement Act of 1989 (FIRREA), Pub.L. No. 101-73,103 Stat. 183, reprinted in 1989 U.S.C.C.A.N. 183, expressly alters the common law rule that shareholders of failed national banks may assert derivative claims. Second, and in the alternate, the defendants contend that the conflicts of interest alleged here are all explicitly authorized by Congress and hence cannot constitute wrongdoing which impairs the FDIC’s business judgment. Turning first to the defendants’ statutory defense, section 1821(d)(2)(A)(i) specifically provides that the FDIC, “as conservator or receiver, and by operation of law, succeeds to— (i) all rights, titles, powers and privileges of the insured depository institution, and of any stockholder, member, accountholder, depositor, officer, or director of such institution with respect to the institution and the assets of the institution.” 12 U.S.C. § 1821(d)(2)(A)© (emphasis added). No comparable language existed in the superseded version of section 1821(d). The defendants contend that this section unequivocally and unambiguously places all incidents of ownership with FDIC-Reeeiver, thereby leaving it the sole owner of, and sole party-entitled to assert, the insolvent bank’s causes of action. The defendants also suggest that since under section 1821(2)(d)(A)(i) the shareholders of a failed national bank effectively cede their shares to the FDIC upon its appointment as receiver, Branch therefore fails to meet a fundamental requirement for bringing a derivative suit — that the shareholder retain stock ownership for the duration of the derivative suit. See Lewis v. Chiles, 719 F.2d 1044, 1047 (9th Cir.1983). In response, Branch argues that while section 1821 (d)(2)(A)(i) codifies the common law rule that FDIC-Receiver, like other receivers, steps into the shoes of the bank upon its failure, it does not alter the settled rule that seized banks’ shareholders may pursue derivative actions. It appears that no court has addressed this issue. As the party contending that legislative action has changed settled law, the defendants have the burden of showing that the legislature intended such a change. Green v. Bock Laundry Machine Co., 490 U.S. 504, 521, 109 S.Ct. 1981, 1991, 104 L.Ed.2d 557 (1989). “Congress is understood to legislate against a background of common-law adjudicatory principles. Thus, where a common-law principle is well established, ... the courts may take it as a given that Congress has legislated with an expectation that the principle will apply except ‘when a statutory purpose to the contrary is evident.’ ” Astoria Fed. Sav. & Loan Ass’n v. Solimino, — U.S. -, ---, 111 S.Ct. 2166, 2169-70, 115 L.Ed.2d 96 (1991) (citations omitted). Here, the FDIC identifies no legislative history which supports its interpretation of section 1821(d)(2)(A)(i), and thus, to discern Congressional intent, the Court must rely upon the specific language used in section 1821(d)(2)(A), as well as upon the section’s placement within the overall statutory framework. Section 1821(d)(2)(A)© employs. strong language: FDIC-Receiver “succeeds to ... all rights, titles, powers and privileges ... of any stockholder ... with respect to the institution and the assets of the institution.” 12 U.S.C. § 1821(d)(2)(A)© (emphasis added). Applying the common definition of “succeed,” section 1821(d)(2)(A)® would appear to establish in FDIC-Receiver exclusive rather than concurrent stock ownership rights. See American Heritage Dictionary 1214 (2d Ed.1985) (succeeds: “[t]o come next in time or succession; follow after, esp. to replace another in office or position”); Blacks Law Dictionary 1283 (5th Ed.1979) (successor: “one who takes the place that another has left, and sustains the like part or character”). Thus, looking only at the language used, it would seem that section 1821(d)(2)(A)© might indeed divest shareholders of any rights they might have with respect to the failed institution, including the right to assert a derivative action. Section 1821(d)(ll)(B), however, substantially undermines a literal interpretation of section 1821(d)(2)(A)©. Under section 1821(d)(ll)(B), also enacted in 1989 by FIR-REA, the shareholders of a failed national bank remain entitled to “distribution ... of amounts remaining [in the receivership] after payment of all other claims and expenses.” 12 U.S.C. § 1821(d)(ll)(B). Thus, through section 1821(d)(ll)(B), failed financial institutions’ shareholders retain virtually the same rights as do the shareholders of any other bankrupt corporation — the rights to the residual assets once debts to higher priority creditors have been satisfied. Therefore, despite its strong language, section 1821(d)(2)(A)© does not transfer all incidents of stock ownership. In light of the language and juxtaposition of these two sections, this Court cannot conclude that Congress intended to preserve shareholders’ rights to the residual assets of the failed financial institution, yet terminate thp shareholders’ ability to protect the failed institution’s interests. Such a bold departure from common law adjudicatory principles would place unfettered discretion in the hands of FDIC-Receiver, and might deny shareholders any avenue of redress should the FDIC improperly neglect to assert the failed institution’s rights. In the absence of legislative history supporting such a decisive derogation of shareholders’ common law rights, the Court cannot interpret section 1821(d)(2)(A)© to divest failed institutions’ shareholders of their rights to assert a derivative action on behalf of the failed institution. Accordingly, the Court rules that section 1821(d)(2)(A)(i) does not alter the settled rule that shareholders of failed national banks may assert derivative claims. This said, the Court now must decide whether Branch alleges conflicts of interest sufficient to preclude FDIC-Réceiver’s resort to the business judgment rule. As stated before, Branch claims that the FDIC has the following irreconcilable conflicts of interest which prevent an exercise of unprejudiced judgment: (1) the FDIC would be suing itself; and (2) the FDIC took part in and benefitted from the events giving rise to the federal funds claims. In response, the defendants claim that Congress expressly contemplated and authorized each of these conflicts under the statutory scheme, and hence argue that these conflicts cannot constitute wrongdoing which impairs FDIC-Receiver’s business judgment. The defendants point out that (1) bank holding companies are allowed to control more than one national banking institution and the FDIC by necessity becomes receiver of all such institutions, see 12 U.S.C. §§ 1821, 1841-50; (2) FDIC-Corporate, as the insurer of a failed national bank (and hence a creditor of the bank’s receivership estate), is explicitly authorized to deal with “itself’ as receiver of the bank, see 12 U.S.C. § 1821(d); and (3) FDIC-Corporate is explicitly authorized under the cross-guarantee provisions of 12 U.S.C. § 1815(e) to assess a commonly controlled institution “for any loss [the FDIC] has incurred” or “any loss that it reasonably anticipates incurring” in connection with the default of a sister institution. See 12 U.S.C. § 1815(e)(1)(A). The FDIC, however, asks these statutes to carry too heavy a burden. Here, Branch alleges conduct by the FDIC — and hence resulting conflicts of interest — which far exceed those contemplated and authorized by Congress.1 Branch alleges that FDIC-Corporate both participated in and benefitted from the alleged wrongful transactions forming the basis for his claims. FDIC-Corporate itself is a direct defendant on Branch’s FRA claims, and is a derivative defendant on Branch claims under both the NBA and FRA. In addition, regardless of whether the FDIC could conceivably, have obtained the same result under its cross-guarantee authority, the cross-guarantee provisions provide specific procedures and review mechanisms for loss assessments, see 12 U.S.C. § 1815(e)(2), (3), and thus do not sanction transfers of the type alleged by Branch. Should these circumstances be borne out by the evidence, Branch will be allowed to maintain these derivative suits even in the absence of demand. See, e.g., O’Connor v. Rhodes, 79 F.2d 146, 148 (D.C.Cir.1935) (“when the Comptroller [the receiver] himself is charged with being an original party to an alleged unlawful contract ... demand in such case is unnecessary [and] the right of a creditor to sue in his own name ought not.to be questioned.”), aff'd, 297 U.S. 383, 56 S.Ct. 517, 80 L.Ed. 733 (1936); Golden Pacific Bancorp, v. Clarke, 5 Fed.R.Serv.3d (Callaghan) 519, 522, 1986 WL 13881 (D.C.1986) (“[a]s the receiver of the Bank, the FDIC cannot be expected to sue either itself or other federal agencies for improperly declaring the bank to be insolvent. Indeed, the Bank is now in the hands of the very entity that needs to be sued to vindicate the Bank’s rights”); compare Hulse v. Argetsinger, 12 F.2d 933, 936 (D.C.N.Y.1926) (“no fraud or collusive conduct shown”); Landy, 486 F.2d at 148-49 (same). Accordingly, based upon the allegations of misconduct in this case, the Court rules that the FDIC may stand in a “dual relationship which prevents an unprejudiced exercise of judgment.” The motion to dismiss the derivative claims on these ground is, accordingly, denied. 2. Federal Reserve Act Claims Section 23A of the FRA, 12 U.S.C. § 371c, provides that extensions of credit between bank affiliates, including sales of federal funds, see 12 C.F.R. § 7.7365, must be “on terms and conditions that are consistent with safe and sound banking practices.” 12 U.S.C. § 371c(a)(4). In Counts VII and IX of the Mass, and Bridge Bank Complaints, Branch alleges that CBT’s and MNB’s January 4,1991 sales of such an amount of federal funds to a deeply insolvent BNE as would render CBT and MNB themselves insolvent if BNE were closed, constituted unsafe and unsound extensions of credit to an affiliate in violation of section 371e(a)(4). Branch seeks recovery of the purchase price of the federal funds from FDIC-BNE as the initial transferee, from FDIC-New BNE and Fleet-Mass as subsequent transferees, and from FDIC-Corporate. Branch admits that the FRA provides him no express cause of action, but argues that this Court should imply a private right of action to empower him to maintain these claims. Litigants attempting to assert implied rights of action confront “[a] formidable obstacle,” Royal Business Group v. Realist, Inc., 933 F.2d 1056, 1060 (1st Cir.1991), for “ ‘[the Supreme] Court has long since abandoned its hospitable attitude towards implied rights of action.’ ” Arroyo-Torres v. Ponce Federal Bank, 918 F.2d 276, 278 (1st Cir.1990) (quoting Thompson v. Thompson, 484 U.S. 174, 190, 108 S.Ct. 513, 521, 98 L.Ed.2d 512 [1988] [Scalia, J., concurring in judgment] ). Unless congressional intent to allow a private right of action “can be inferred from the language of the statute, the statutory structure, or some other source, the essential predicate for implication of a private remedy simply does not exist.” Thompson, 484 U.S. at 179, 108 S.Ct. at 516; Stowell v. Ives, 976 F.2d 65, 70 n. 5 (1st Cir.1992). Thus, in determining whether to imply a private right of action under section 371c, this Court’s central focus must be on Congress’ -intent in enacting the. statute. Thompson, 484 U.S. at 179, 108 S.Ct. at 516; Sterling Suffolk Racecourse Ltd. Partnership v. Burrillville Racing Ass’n, Inc., 989 F.2d 1266 (1st Cir.1993). To discern Congressional intent, courts commonly employ four questions provided by the Supreme Court: First, is the plaintiff one of the class for whose especial benefit the statute was enacted — that is, does the. statute create a federal right in favor of the plaintiff? Second, is there any indication of legislative intent, explicit or implicit, either to create or deny such a remedy? Third, is it consistent with the underlying purposes of the legislative scheme to imply such a remedy? Finally, is the cause of action one traditionally relegated to state law, in an area basically the concern of the States, so that it would be inappropriate to infer a cause of action based solely on federal law? Cort v. Ash, 422 U.S. 66, 78, 95 S.Ct. 2080, 2087-88, 45 L.Ed.2d 26.(1975); see e.g., Thompson, 484 U.S. at 179, 108 S.Ct. at 516; Royal Business Group, 933 F.2d at 1060. These questions, “although clearly subordinate to the ‘central inquiry’ into congressional intent,” remain useful ‘[a]s guidelines to discerning that intent.’ ” Royal Business Group, 933 F.2d at 1060 (citing Touche Ross & Co. v. Redington, 442 U.S. 560, 574-76, 99 S.Ct. 2479, 2488-89, 61 L.Ed.2d 82 [1979]; Thompson, 484 U.S. at 179, 108 S.Ct. at 516). It appears that only two courts have addressed attempts by bank shareholders or creditors to assert legal claims under the FRA against a national bank or the FDIC, and these courts arrived at somewhat inconsistent conclusions. In neither case did the court apply the Cort analysis. In Blaney v. Florida Nat'l Bank, 357 F.2d 27 (5th Cir.1966), the Fifth Circuit addressed bank creditors’ claims against a national bank for failure to comply with federal reserve regulations promulgated' under 12 U.S.C. § 92a (then 12 U.S.C. § 248(k)), requiring national banks to conform to sound principles in the operation of a trust department. After reviewing the purpose and structure of the FRA, the Court ruled that the FRA’s enforcement provisions (through which section 371c[a][4] is enforced as well) are exclusive, and thus denied the bank creditors a right of action. Id. at 30. Yet in Senior Unsecured Creditors’ Committee v. Federal Deposit Ins. Corp., 749 F.Supp. 758, 768, 771-72 (N.D.Tex.1990), the District Court for the Northern District of Texas addressed bank shareholders’ claims against FDIC-Corporate and several national bank receiverships under the precise subsection asserted here (section 371c[a][4]), and held that, since “the FDIC ... presented no basis to avoid the litany of cases that have found the FDIC’s actions subject to review under the NBA and other federal banking statutes,” plaintiff shareholders stated a valid cause of action. Id. at 768, 771-72. The Senior Unsecured Creditors’ court cited one FRA-related case, MCorp Financial, Inc. v. Board of Governors Federal Reserve System, 900 F.2d 852, 858-59 (5th Cir.1990) (reviewing FED’S authority to issue cease-and-desist orders under the FRA), affd and rev’d on other grounds, — U.S. -, 112 S.Ct. 459, 116 L.Ed.2d 358 (1991), and one NBA-related case, but conducted no further analysis. Id. at 722. This Court, after applying the Cort factors to the claims Branch asserts here, rules that Branch has no private right of action under section 371e(a)(4) for his claims against FDIC-BNE, FDIC-New BNE, FleeU-Mass, and FDIC-Corporate. Turning first to the especial benefit question, it is apparent both from the language of section 371c and the provisions through which it is enforced, ‘ sections 501a and 504, that the ■ intended primary beneficiaries of section 371e are bank depositors and creditors. See 12 .U.S.C. §§ 371c, 501a, 504 (providing the FED and OCC authority to remedy violations of section 371c); see also S.Rep. No. 536, 97th Cong., 2d Sess. 1, reprinted in 1982 U.S.C.C.A.N. 3054, 3055. In several respects, however, section 371c “gives [member banks and their shareholders] a ‘benefit’ that is ‘especial,’ at least when compared with the benefit conferred on the general public.” Interface Group, Inc. v. Mass. Port Authority, 816 F.2d 9, 16 (1st Cir.1987) (airline carriers receive some benefit under Anti-Head-Tax Act although primary beneficiaries are air travelers). First, due to the close relationship between banks and their creditors and depositors, it seems reasonable to conclude that banks are at least integral if not primary beneficiaries of the statute. See S.Rep. No. 536, reprinted in 1982 U.S.C.C.A.N. 3054, 3085 (“the [amendments to 371c].... protect[ ] a bank from adverse transactions with affiliate^”). Moreover, section 501a, while not providing the express remedy that Branch desires, does provide to a bank and its shareholders an express cause of action against directors who participate in violations of section 371c or other banking provisions. 12 U.S.C. § 501a. E.g., Federal Deposit Ins. Corp. v. Dannen, 747 F.Supp. 1357, 1359-60 (W.D.Mo.1990). In light of these considerations, it seems reasonable to conclude that CBT and MNB receive some “especial benefit” under the statute. As to the central inquiry concerning legislative intent, the Court’s discussion necessarily begins with an analysis of the language of the statute itself, Cannon v. University of Chicago, 441 U.S. 677, 690, 99 S.Ct. 1946, 1954, 60 L.Ed.2d 560 (1979), and particularly the relevant enforcement and relief provisions. Middlesex County Sewerage Auth. v. National Sea Clammers Ass’n, 453 U.S. 1, 13, 101 S.Ct. 2615, 2623, 69 L.Ed.2d 435 (1981). It is axiomatic that where, as here, “a statute expressly provides a particular remedy or remedies, a court must be chary of reading others into it.” Transamerica Mortgage Advisors, Inc. (TAMA) v. Lewis, 444 U.S. 11, 19, 100 S.Ct. 242, 247, 62 L.Ed.2d 146 (1979); see also Karahalios v. National Fed’n of Fed. Employees, Local 126S, 489 U.S. 527, 533, 109 S.Ct. 1282, 1287, 103 L.Ed.2d 539 (1989). Here, section 501a provides to a bank or its shareholders an express remedy for violations of 371c, but only against the directors of the bank, and only in their individual capacities. At the same time, sections 501a and 504 expressly provide to the FED and OCC regulatory and monetary remedies against both the directors and the noncomplying bank itself. In light of these express remedies, it is unlikely that “ ‘Congress absentmindedly forgot to mention an intended private action’ ” in favor of a bank and its shareholders against another bank or the FDIC. TAMA, 444 U.S. at 20, 100 S.Ct. at 247 (quoting Cannon, 441 U.S. at 742, 99 S.Ct. at 1981 [Powell, J., dissenting]). “Thus, solely as a matter of statutory construction, [the Court] would hold the remedies enumerated in Section 501a to be exclusive.” Blaney, 357 F.2d at 30 (denying private right of action under analogous FRA provision). Turning to the third Cort factor, implying a private right of action would also be inconsistent with the legislative scheme. As revealed by the legislative history to section 371c, Congress revamped section 371c in part in order to “provide [more] flexibility to the [FDIC] ... and the Federal supervisory agencies to deal with financially distressed financial institutions,” and to “facilitate compliance and enforcement.” S.Rep. No. 536, reprinted in 1982 U.S.C.C.A.N. 3054, 3055, 3085. Consistent with these objectives, section 371c empowers the FED to “issue such further regulations and orders ... as may be necessary to administer and carry out the purposes of [section 371c],” and to “exempt transactions or relationships from the requirements of [section 371c].” 12 U.S.C. § 371c(e)(l), (2). These powers are in addition to those provided to under sections 501a and 504. Thus, under the relevant statutory provisions, the FED and other supervisory agencies are granted primary and virtually exclusive enforcement authority to increase or decrease the amount of regulation under section 371c. Allowing private lawsuits by disgruntled banks and bank holding companies against other banks and banking entities is clearly inconsistent with this legislative scheme. Branch’s cause of action would allow potentially massive suits against the assets of banking institutions themselves. While such private suits might conceivably add to the total amount of enforcement under section 371c, they no doubt also would interfere with the broad enforcement authority which Congress has granted to the FED and other federal supervisory agencies carefully to set the appropriate amount of regulation. Cf. Blaney, 357 F.2d at 30 (“since [the trust provisions of the FRA are not] broad, remedial social legislation, we feel justified in concluding that Congress intended regulatory controls to be exercised solely by the Board of Gover