Bank-Merger Policy

Although all of the banking agencies have for years promised a new bank-merger policy, none has proposed one until this OCC rulemaking.  It is intended to add certainty and transparency to the manner in which the OCC reviews merger applications or others for charter combinations from national banks and federal savings associations resulting in a federally-chartered depository, but the OCC retains discretion to do as it chooses in this arena given the flexibility built into all the attributes now laid out that may augur OCC  disapproval and/or expedited processing.  The policy also appears to apply to non-depository acquisitions despite the proposal’s preamble suggesting the policy applies only to depositories.  The presumption of approval even for simpler, smaller deals would be eliminated, creating at the least additional uncertainty in this arena.  Further, broader uncertainty remains in the absence of policy guidance from the Federal Reserve regarding holding companies and the Department of Justice, which may overturn merger approvals the OCC decides to grant.