Clarke v. Securities Industry Assn.

*398Justice Harlan,

in dissent, complained that there was no evidence that Congress had intended to benefit the plaintiff’s class when it limited the activities permitted national banks. The Court did not take issue with this observation; it was enough to provide standing that Congress, for its own reasons, primarily its concern for the soundness of the banking system, had forbidden banks to compete with plaintiffs by entering the investment company business.

*399Our decision in Block v. Community Nutrition Institute, 467 U. S. 340 (1984), provides a useful reference point for understanding the “zone of interest” test. There, we held that while milk handlers have the right to seek judicial review of pricing orders issued by the Secretary of Agriculture under the Agricultural Marketing Agreement Act of 1937, consumers have no such right, because “[allowing consumers to sue the Secretary would severely disrupt [the] complex and delicate administrative scheme.” Id., at 348. We recognized the presumption in favor of judicial review of agency action, but held that this presumption is “overcome whenever the congressional intent to preclude judicial review is ‘fairly discernible in the statutory scheme.’” Id., at 351 (quoting Data Processing, 397 U. S., at 157). The essential inquiry is whether Congress “intended for [a particular] class [of plaintiffs] to be relied upon to challenge agency disregard of the law.” 467 U. S., at 347 (citing Barlow v. Collins, 397 U. S. 159, 167 (1970)).

The “zone of interest” test is a guide for deciding whether, in view of Congress’ evident intent to make agency action presumptively reviewable, a particular plaintiff should be heard to complain of a particular agency decision. In cases where the plaintiff is not itself the subject of the contested regulatory action, the test denies a right of review if the plaintiff’s interests are so marginally related to or inconsistent with the purposes implicit in the statute that it cannot reasonably be assumed that Congress intended to permit the suit. The test is not meant to be especially demanding;14 in particular, there need be no indication of congressional pur*400pose to benefit the would-be plaintiff. Investment Company Institute v. Camp, 401 U. S. 617 (1971).15

The inquiry into reviewability does not end with the “zone of interest” test. In Community Nutrition Institute, the interests of consumers were arguably within the zone of interests meant to be protected by the Act, see 467 U. S., at 347, but the Court found that point not dispositive, because at bottom the reviewability question turns on congressional intent, and all indicators helpful in discerning that intent must be weighed.16

*401In considering whether the “zone of interest” test provides or denies standing in these cases, we first observe that the Comptroller’s argument focuses too narrowly on 12 U. S. C. § 36, and does not adequately place § 36 in the overall context of. the National Bank Act. As Data Processing demonstrates, we are not limited to considering the statute under which respondents sued, but may consider any provision that helps us to understand Congress’ overall purposes in the National Bank Act. See supra, at 396.

Section 36 is a limited exception to the otherwise applicable requirement of §81 that “the general business of each national banking association shall be transacted in the place specified in its organization certificate . . . .” Prior to the enactment of § 36, § 81 had been construed to prevent branching by national banks. Lowry National Bank, 29 Op. Atty. Gen. 81 (1911), approved in First National Bank in St. Louis v. Missouri, 263 U. S. 640, 656-659 (1924). We have described the circumstances surrounding the enactment of § 36 as part of the McFadden Act, and its subsequent modification by the amendments added through the Bank Act of 1933, in First National Bank of Logan v. Walker Bank & Trust Co., 385 U. S. 252 (1966), and we will not repeat that history in *402detail here. It is significant for our present inquiry that Congress rejected attempts to allow national banks to branch without regard to state law. See id., at 259. There were many expressions of concern about the effects of branching among those who supported the McFadden Act, as well as among its opponents. Allusion was made to the danger that national banks might obtain monopoly control over credit and money if permitted to branch. 66 Cong. Rec. 4438 (1925) (remarks of Sen. Reed). The sponsor of the Act himself stated that “[t]his bill is much more an antibranch-banking bill than a branch-banking bill.” Id., at 1582 (remarks of Rep. McFadden).17 In short, Congress was concerned not only with equalizing the status of state and federal banks, but also with preventing the perceived dangers of unlimited branching.

*403The interest respondent asserts has a plausible relationship to the policies underlying §§36 and 81 of the National Bank Act. Congress has shown a concern to keep national banks from gaining a monopoly control over credit and money through unlimited branching. Respondent’s members compete with banks in providing discount brokerage services — activities which give banks access to more money, in the form of credit balances, and enhanced opportunities to lend money, viz., for margin purchases. “Congress [has] arguably legislated against the competition that [respondent seeks] to challenge,” Investment Company Institute, 401 U. S., at 620, by limiting the extent to which banks can engage in the discount brokerage business and hence limiting the competitive impact on nonbank discount brokerage houses.

These cases can be analogized to Data Processing and Investment Company Institute. In those cases the question was what activities banks could engage in at all; here, the question is what activities banks can engage in without regard to the limitations imposed by state branching law. In both cases, competitors who allege an injury that implicates the policies of the National Bank Act are very reasonable candidates to seek review of the Comptroller’s rulings. There is sound reason to infer that Congress “intended [petitioner’s] class [of plaintiffs] to be relied upon to challenge agency disregard of the law.” Community Nutrition Institute, 467 U. S., at 347. And we see no indications of the kind presented in Community Nutrition Institute that make “fairly discernible” a congressional intent to preclude review at respondent’s behest. We conclude, therefore, that respondent was a proper party to bring this lawsuit, and we now turn to the merits.

HH HH ► — i

It is settled that courts should give great weight to any reasonable construction of a regulatory statute adopted by the agency charged with the enforcement of that statute. The Comptroller of the Currency is charged with *404the enforcement of banking laws to an extent that warrants the invocation of this principle with respect to his deliberative conclusions as to the meaning of these laws. See First National Bank v. Missouri, 263 U. S. 640, 658.” Investment Company Institute v. Camp, supra, at 626-627.

See also, e. g., United States v. Riverside Bayview Homes, Inc., 474 U. S. 121 (1985); Chemical Manufacturers Assn. v. Natural Resources Defense Council, Inc., 470 U. S. 116 (1985); Chevron U. S. A. Inc. v. Natural Resources Defense Council, Inc., 467 U. S. 837 (1984).

Respondent contends that the Comptroller’s interpretation of the Bank Act is not entitled to deference because it contradicts the plain language of the statute. Respondent relies on 12 U. S. C. § 81, which provides:

“The general business of each national banking association shall be transacted in the place specified in its organization certificate and in the branch or branches, if any, established or maintained by it in accordance with the provisions of section 36 of this title.”

In respondent’s view, the unambiguous meaning of §81 is that “national banks may locate their business only at their headquarters or licensed branches within the same state.” Brief for Respondent 11. However, §81 is considerably more ambiguous than respondent allows. The phrase “[t]he general business of each national banking association” in § 81 need not be read to encompass all the business in which the bank engages, but, as we shall explain, can plausibly be read to cover only those activities that are part of the bank’s core banking functions.

Prior to 1927, the predecessor of §81 (Rev. Stat. §5190) provided that “the usual business of each national banking association shall be transacted at an office or banking-house located in the place specified in its organization certificate.” In Lowry National Bank, 29 Op. Atty. Gen. 81 (1911), the *405Attorney General interpreted this statute to permit “a bank [to] maintain an [extra-office] agency, the power of which is restricted to dealing in bills of exchange, or possibly to some other particular class of business incident to the banking business,” but to forbid “a bank to establish a branch for the transaction of a general banking business.” Id., at 86. The Attorney General went on to cite cases which he viewed as “recognizing] a vital distinction between a mere agency for the transaction of a particular business and a branch bank wherein is carried on a general banking business.” Id., at 87. He summarized the distinction as follows:

“An agency requires no division of the capital stock, and the details of the business are few and are easily supervised by the officers of the bank, while a branch bank requires, in effect, a division of the capital, the working force is organized, and the business conducted as if it were a separate organization, and it competes in all branches of the banking business with other banks in that locality the same as if it were an independent institution.” Id., at 87-88.

The Court subsequently approved this interpretation of § 5190 in First National Bank in St. Louis v. Missouri, 263 U. S., at 658.

The Lowry National Bank opinion, which is part of the background against which Congress legislated when it passed the McFadden Act in 1927, does not interpret §5190 as requiring national banks to conduct all of their business at the central office. The opinion equates “the usual business of banking” with “a general banking business,” and envisions branching in terms of the performance of core banking functions.

Respondent attempts to sidestep the Lowry opinion by arguing that Congress changed the meaning of § 5190 when, in passing the McFadden Act, it changed the words “the usual business of each national banking association” to “the general business of each national banking association.” Respondent *406has pointed to nothing in the legislative history of the McFadden Act, however, indicating that this change in the wording had substantive significance. We find reasonable the Comptroller’s position that “the amendment simply codified the accepted notion that the ‘usual business’ of a bank was the ‘general banking business.’” Reply Brief for Federal Petitioner 5, n. 5.

Respondent’s fallback position from its “plain language” argument is that the phrase “general business” in § 81 at least refers to all activities in which Congress has specifically authorized a national bank to engage, including the trading in securities that the McFadden Act authorized by the amendment of 12 U. S. C. § 24 Seventh. See McFadden Act, ch. 191, § 2, 44 Stat. 1226. However, petitioner Security Pacific has provided a counter-example to this general thesis: In § 2(b) of the McFadden Act, Congress specifically authorized national banks’ involvement in the safe-deposit business, and in doing so deleted language from the bill that arguably would have limited the bank’s authority “to conduct a safe deposit business” to activities “located on or adjacent to the premises of such association.” 67 Cong. Rec. 3231 (1926). In floor debates, Representative McFadden, in response to the question from Representative Celler whether the bill as amended would permit “a safe-deposit business [to be] conducted a block away or a mile away from a national banking association,” replied that the deletion of the language regarding location “removes the limitations which might be very embarrassing to an institution.” Id., at 3232.18 In view of this exchange, we are not persuaded that Congress intended the locational restriction of § 81 and § 36 to reach all activities in which national banks are specifically authorized to engage.

*407Respondent also relies on the following statement, which Representative McFadden placed in the Congressional Record 10 days after the passage of the McFadden Act, while Congress was in recess:

“[Section 36(f)] defines the term ‘branch.’ Any place outside of or away from the main office where the bank carries on its business of receiving deposits, paying checks, lending money, or transacting any business carried on at the main office, is a branch if it is legally established under the provisions of this act.” 68 Cong. Rec. 5816 (1927).

We do not attach substantial weight to this statement, which Congress did not have before it in passing the McFadden Act. As the Comptroller persuasively argues, Representative McFadden cannot be considered an impartial interpreter of the bill that bears his name, since he was not favorably disposed toward branch banking.19 If we took literally Representative McFadden’s view of § 36(f), we would have to conclude that Congress intended to overturn the Attorney General’s opinion in Lowry National Bank, 29 Op. Atty. Gen. 81 (1911), which this Court had previously approved in First National Bank in St. Louis v. Missouri, supra, at 658. Congress never specifically indicated such an intention, and we find it hard to imagine that it would have made such a change without comment.

It is significant that in passing the McFadden Act, Congress recognized and for the first time specifically authorized the practice of national banks’ engaging in the buying and selling of investment securities. See Act of Feb. 25, 1927, ch. 191, § 2, 44 Stat. 1226.20 Prior to 1927, banks had con*408ducted such securities transactions on a widespread and often interstate basis, without regard to the locational restriction imposed by §5190 on “the usual business of each national banking association.” See, e. g., W. Peach, The Security Affiliates of National Banks 74 (1941); Perkins, The Divorce of Commercial and Investment Banking: A History, 88 Banking L. J. 483, 492, 494, n. 26 (1971).21 We find it unlikely that Congress, in recognizing and explicitly authorizing this practice, would have undertaken to limit its geographic scope through the branching law without specifically noting the restriction on the prior practice.22

*409For the foregoing reasons, we conclude that Congress did not intend to subject a bank’s conduct of a securities business to the branching restrictions imposed by 12 U. S. C. § 36(f). We do not view our decision today as inconsistent with our prior decisions interpreting 12 U. S. C. § 36(f) as embodying a policy of “competitive equality” between state and national banks. See, e. g., First National Bank in Plant City v. Dickinson, 396 U. S. 122 (1969). The Comptroller reasonably interprets the statute as requiring “competitive equality” only in core banking functions, and not in all incidental services in which national banks are authorized to engage.23 We are not faced today with the need to decide whether there are core banking functions beyond those explicitly enumerated in § 36(f); it suffices, to decide this case, to hold that the operation of a discount brokerage service is not a core banking function.

Accordingly, the judgment of the Court of Appeals is affirmed insofar as it held that respondent has standing, and reversed on the merits.

It is so ordered.

Justice Sc alia took no part in the consideration or decision of these cases.

Thus, in Data Processing, the Court found it sufficient to establish reviewability that the general policy implicit in the National Bank Act and the Bank Service Corporation Act was “apparent” and that “those whose interests are directly affected by a broad or narrow interpretation of the Acts are easily identifiable.” 397 U. S., at 157.

Insofar as lower court decisions suggest otherwise, see, e. g., Control Data Corp. v. Baldrige, 210 U. S. App. D. C. 170, 180-181, 655 F. 2d 283, 293-294, cert. denied, 454 U. S. 881 (1981), they are inconsistent with our understanding of the “zone of interest” test, as now formulated.

The principal cases in which the “zone of interest” test has been applied are those involving claims under the APA, and the test is most usefully understood as a gloss on the meaning of § 702. While inquiries into reviewability or prudential standing in other contexts may bear some resemblance to a “zone of interest” inquiry under the APA, it is not a test of universal application. Data Processing speaks of claims “arguably within the zone of interests to be protected or regulated by the statute or constitutional guarantee in question.” 397 U. S., at 153 (emphasis added). We doubt, however, that it is possible to formulate a single inquiry that governs all statutory and constitutional claims. As the Court commented in Data Processing: “Generalizations about standing to sue are largely worthless as such.” Id., at 151. We have occasionally listed the “zone of interest” inquiry among general prudential considerations bearing on standing, see, e. g., Valley Forge Christian College v. Americans United for Separation of Church & State, Inc., 454 U. S. 464, 475 (1982), and have on one occasion conducted a “zone of interest” inquiry in a case brought under the Commerce Clause, see Boston Stock Exchange v. State Tax Comm’n, 429 U. S. 318, 320-321, n. 3 (1977). While the decision that there was standing in Boston Stock Exchange was undoubtedly correct, the invocation of the “zone of interest” test there should not be taken to mean that the standing inquiry under whatever constitutional or statutory provision a plaintiff asserts is the same as it would be if the “generous review provisions” of the APA apply, Data Processing, 397 U. S., at 156.

The difference made by the APA can be readily seen by comparing the “zone of interest” decisions discussed supra, at 394-398, with cases in which a private right of action under a statute is asserted in conditions that make the APA inapplicable. See, e. g., Cort v. Ash, 422 U. S. 66 (1975); *401Cannon v. University of Chicago, 441 U. S. 677 (1979). In Cort, corporate shareholders sought recovery of funds that a corporate official had expended in alleged violation of 18 U. S. C. § 610, the then-current version of the Corrupt Practices Act, which prohibits corporate expenditures and contributions for the purpose of influencing federal candidate elections. The Court gave the would-be plaintiffs the threshold burden of showing that they were “one of the class for whose especial benefit the statute was enacted,” 422 U. S., at 78 (internal quotation omitted; emphasis in original). The shareholders argued that § 610 was motivated in part by Congress’ conviction that corporate officials have no moral right to use corporate assets for political purposes. The Court, in holding that this was not enough to give the shareholders an implied right of action under § 610, observed that “the protection of ordinary stockholders was at best a secondary concern [underlying §610].” Id., at 81. Clearly, the Court was requiring more from the would-be plaintiffs in Cort than a showing that their interests were arguably within the zone protected or regulated by §610.

Representative McFadden explained:

“[The Act] prohibits national banks from engaging in state-wide branch banking in any State (secs. 7 and 8); it prohibits a national bank from engaging in county-wide branching in any state (secs. 7 and 8); it prohibits national and State member banks [of the Federal Reserve System] from establishing any branches in cities of less than 25,000 population (secs. 8 and 9); it prohibits national banks from having any branches in any city located in a State which prohibits branch banking (sec. 8); it prohibits a national bank after consolidating with a State bank to continue in operation any branches which the State bank may have established outside of city limits (sec. 1); it prohibits a State bank upon converting into a national bank to retain in operation any branches which may have been established outside of city limits (sec. 7).” 66 Cong. Rec. 1582 (1925).

See also, e. g., id., at 1569 (remarks of Rep. Nelson); id., at 1624-1625 (remarks of Rep. Goldsborough); id., at 1633 (remarks of Rep. Williams); id., at 1637 (remarks of Rep. Hull).

Congress subsequently relaxed some of the restrictions on branching to which Representative McFadden alluded in the passage quoted above. For example, statewide branching by national banks is now permitted if state law explicitly permits statewide branching by state banks. 12 U. S. C. § 36(c)(2). However, such modifications obviously do not represent an abandonment by Congress of the policy against unlimited branching.

Representative Wingo then remarked that the locational language that was deleted was to make clear that the limitations on the total amount a bank can invest in the safe-deposit business applies irrespective of whether the business is conducted on or off the bank’s premises. 67 Cong. Rec. 3232 (1926).

See Brief for Federal Petitioner 33-34, n. 23. See also n. 16, supra, and accompanying text.

The legislation authorized national banks to engage in “the business of buying and selling investment securities.” Banks were limited to buying and selling the securities “without recourse,” and were prohibited from *408acquiring the securities of any one issuer in an amount that exceeded 25% of the bank’s capital stock. § 2, 44 Stat. 1226.

Respondent treats these prior practices as “immaterial to the issue here” because in the 1920’s national banks generally carried out such transactions through affiliates rather than directly owned subsidiaries. Brief for Respondent 16. However, it appears doubtful that such securities affiliates were functionally distinguishable from subsidiaries. Various devices were used to achieve identity of stock ownership between the affiliate and the bank, see W. Peach, The Security Affiliates of National Banks 66-68 (1941), and as a Senate Subcommittee later commented, “it goes without saying that, through identity of stock ownership, there is identity of real control.” Operation of the National and Federal Reserve Banking Systems: Hearings Pursuant to S. Res. 71 before a Subcommittee of the Senate Committee on Banking and Currency, 71st Cong., 3d Sess., 1052, 1057 (1931). Moreover, at the time it passed the McFadden Act, Congress did not appear to place any particular weight on the affiliate-subsidiary distinction; thus, the legislative history contains references to securities trading as “a type of business which national banks are now conducting under their incidental charter powers.” S. Rep. No. 473, 69th Cong., 1st Sess., 7 (1926); H. R. Rep. No. 83, 69th Cong., 1st Sess., 3 (1926).

Congress did of course later restrict the types of securities transactions in which national banks could engage, through passage of the Glass-Steagall Act in 1933. See 12 U. S. C. §24 (1982 ed. and Supp. III); 12 U. S. C. §§ 78, 377, 378. However, Congress showed no intention of placing geographic restrictions on the location of those securities transactions in which banks could still engage. Rather, Congress emphasized that the Glass-Steagall Act permitted banks “to purchase and sell investment securities for their customers to the same extent as heretofore.” S. Rep. No. 77, 73d Cong., 1st Sess., 16 (1933).

If the “competitive equality” principle were carried to its logical extreme, the ability of a national bank to carry on an incidental activity such as the safe-deposit business would be limited to the same extent as a state bank’s ability to do so under state law. However, as we have noted, supra, at 406, the legislative history of the McFadden Act rather clearly indicates that Congress intended national banks to be able to carry on a safe-deposit business without locational restrictions.