OCC requested comments on proposed rulemaking and policy statement on mergers.
Updates rules for business combinations involving banks, federal savings associations.
Proposal includes policy to clarify review of applications under Bank merger act (BMA).
Follows OCC comments on need to update BMA review framework, see rule #163168.
Proposed Rulemaking
OCC is proposing two substantive changes to its business combination regulation.
First, to remove provisions related to expedited review, because OCC reviews business combination applications to determine whether substantive requirements are met.
Any business combination subject to filing is a significant transaction requiring OCC decisioning, which should not be deemed approved solely due to the passage of time.
Also to remove OCC’s streamlined business combination application, as Interagency BMA Application provides appropriate basis for OCC to review combination application.
Policy Statement
The proposed policy statement specifically would discuss: principles for review of applications under BMA, including indicators for applications consistent with approval.
Also for indicators on applications that may raise supervisory or regulatory concerns.
Would cover OCC’s consideration of financial stability, managerial and financial resources and future prospects, and convenience/needs statutory factors under BMA.
Finally, the decision process for extending comment period or holding public meeting.
Consultation
Comments are due 60 days from the date of publication in the federal register.
Feb. 2024 OCC Fed Reg Proposal
On Feb. 13, 2024, OCC published proposal in federal register, comment Apr. 15, 2024.
Apr. 10, 2024 OCC Extended Comment Period
On Apr. 10, 2024, OCC reported extension of the comment period until Jun. 15, 2024.
Apr. 15, 2024 Fed Reg Comment Extension
On Apr. 15, 2024, OCC published notice of comment extension in the federal register.
Would amend provisions under 12 CFR 5.33, OCC's implementing regulation for FDIA.
In Jun. 2024, Senate issued letter on protections for bank mergers, see #216275.
Sep. 17, 2024 OCC Final Rule
On Sep. 17, 2024, OCC approved final rule updating regulations for business combinations, policy statement clarifying review of applications per Bank merger act.
After consideration of comments, adopted proposed amendments in final form and made minor, clarifying modifications to proposed policy statement in appendix A.
OCC also published Bulletin 2024-28, on final rule related to regulations for business combinations involving national banks, federal savings associations in 12 CFR 5.33.
General principles for review of applications include indicators more likely withstand scrutiny, approved expeditiously; raise supervisory, regulatory concerns to be resolved.
Also, consideration of financial stability; the managerial and financial resources and future prospects; and the convenience and needs statutory factors under the BMA.
OCC decision process for extending public comment period or holding public meeting.
Final rule on reviews for bank merger transactions under BMA effective Jan. 1, 2025.
Sep. 25, 2024 OCC Fed Reg Final Rule
On Sep. 25, 2024, OCC published final rule in federal register, effective Jan. 1, 2025.
