OCC Bulletin 2024-28 | September 17, 2024

Business Combinations Under the Bank Merger Act: Final Rule

To

Chief Executive Officers of All National Banks, Federal Savings Associations, and Federal Branches and Agencies; Department and Division Heads; All Examining Personnel; and Other Interested Parties

Summary

The Office of the Comptroller of the Currency (OCC) has issued a final rule related to its regulations for business combinations involving national banks and federal savings associations in 12 CFR 5.33. The agency also added as an appendix to 12 CFR 5, subpart C, a policy statement titled “Policy Statement Regarding Statutory Factors Under the Bank Merger Act” that summarizes the principles the OCC uses when it reviews proposed bank merger transactions under the Bank Merger Act (BMA).

Note for Community Banks

The regulatory amendments apply to all national banks, federal savings associations, and federal branches and agencies of foreign banks. The policy statement applies to insured national banks, federal savings associations, and federal branches of foreign banks.

Highlights

The final rule removes provisions in 12 CFR 5.33 related to expedited review and the use of the streamlined business combination application. In addition, the policy statement discusses the OCC’s review of applications submitted under the BMA, including:

General principles for the OCC’s review of applications under the BMA, including:
- Indicators for applications that tend to be more likely to withstand scrutiny and be approved expeditiously; and
- Indicators for applications that raise supervisory or regulatory concerns that most likely need to be resolved before the OCC will approve them;
The OCC’s consideration of the financial stability; the managerial and financial resources and future prospects; and the convenience and needs statutory factors under the BMA; and
The OCC’s decision process for extending the public comment period or holding a public meeting.

Background

This final rule, originally published in the Federal Register as a proposal on February 13, 2024, and finalized with changes based on public comments received, is part of the OCC’s effort to clarify its process of reviewing transactions under the BMA. The OCC is issuing the policy statement to provide additional clarity and guidance to national banks, federal savings associations, federal branches of foreign banks, other institutions, and the public on the OCC’s review of applications under the BMA. The OCC is also finalizing changes to how it processes business combinations under 12 CFR 5.33 to reflect its view that a business combination is a significant corporate transaction.

Further Information

Please contact Valerie Song, Assistant Director; Christopher Crawford, Special Counsel; or Elizabeth Small, Counsel, Chief Counsel’s Office, (202) 649-5490; or Yoo Jin Na, Director for Licensing Activities, (202) 649-6260.

Theodore J. Dowd II
Acting Senior Deputy Comptroller and Chief Counsel