#mergers

18 02, 2025

Karen Petrou: The Fed’s Sudden GSIB Jihad

2025-02-18T09:06:45-05:00February 18th, 2025|The Vault|

Even as he stoutly assured Congress last week that the Fed is staunchly apolitical, Chair Powell acknowledged several post-inauguration epiphanies.  These include sudden recognition of the supplementary leverage ratio’s impact on Treasury-market liquidity and the importance of cost-benefit and cumulative regulatory-impact analyses along with disavowal of all things climate risk.  Another Fed U-turn relates to merger policy, but this escaped broad notice.  It shouldn’t have – bank-merger policy is due for a major makeover and that matters.

In a detailed FedFin analysis of banking-industry competition last year, we looked at current market realities and years of research showing that the dramatic erosion in U.S. bank charters is not due to voracious big-bank gobbling of small-bank charters.  Instead, it’s the result of inexorable technological advances combined with an array of new rules that challenge the ability of all but the very biggest banks to achieve the economies of scale and scope now vital to charter survival.  Many new rules, warranted or not, have also had the inexorable effect of enabling regulatory arbitrage, empowering massive nonbank competitors who easily quash vulnerable companies unable to match technological prowess and network effects.

Sudden Fed policy reversals did not escape Republican notice, with Senate Banking Chair Scott commenting acidly about Fed “flip-flops.”  But, unless Members of Congress make Jay Powell angry – and that’s hard to do in public – nothing the Fed chair says in public is offhand even if it seems that way at the time.  During last week’s hearings, Mr. Powell changed …

24 09, 2024

FedFin on: OCC Bank-Merger Policy

2024-09-24T16:56:21-04:00September 24th, 2024|The Vault|

In conjunction with final FDIC action on its merger policy, the OCC also finalized its proposal.  The final OCC standards include a rule revising merger-review procedures to eliminate streamlined and expedited consideration in favor of OCC commitments to act in a timely fashion, especially for smaller deals it believes will be considered on a schedule no different than that now governing these deals or perhaps even more quickly.  However, long delays are still more likely for larger transactions or those with controversial elements…

The full report is available to retainer clients. To find out how you can sign up for the service, click here and here.…

20 02, 2024

Karen Petrou: How the OCC Made a Bad Bank Both Bigger and Badder

2024-04-12T09:48:06-04:00February 20th, 2024|The Vault|

As I noted last week, the OCC’s proposed bank-merger policy fails to reckon with the strong supervisory and regulatory powers federal banking agencies already have to quash problematic consolidations and concentrations.  Here, I turn to one reason why the OCC may not trust these rules:  it doesn’t trust itself.  A bit of recent history shows all too well why this self-doubt is warranted even though it’s also inexcusable.

I owe my historical recall to the authoritative Bank Reg Blog, which last week looked at the latest on NYCB.  This included a troubling reminder of the troubled bank’s merger with Flagstar before it thought it snapped up another great deal from the FDIC via acquiring what was left of Signature Bank.

NYCB first sought approval for the Flagstar acquisition in 2021 when its primary federal regulator was the FDIC.  As is often the case with merger applications, this one appeared to go into a dark hole.  Unlike many other acquisitions, the banking companies had a go-to Plan B: charter conversion.

NYCB went to the OCC and got rapid approval not just for converting its charter to a national bank, but also then for acquiring Flagstar via a reverse flip that also involved a Flagstar conversion to a national charter.  The OCC then readily approved the merger in 2022, just in time for some of the super-rapid growth via the Signature deal both the OCC and FDIC approved even though they should have been well aware that rapid-fire mergers almost always lead …

12 02, 2024

Karen Petrou: How to Have Sound Bank-Merger Policy Reflecting Unique Bank Regulation

2024-04-12T10:31:00-04:00February 12th, 2024|The Vault|

Chair Powell said a week ago that, thanks to commercial real estate risk, some banks will need to be “closed” or “merged out of existence,” hopefully adding that these will be “smaller banks for the most part.”  That this may befall the banking system sooner than Mr. Powell suggested is all too apparent from NYCB’s travails. The OCC’s new merger proposal flies in the face of this hard reality, dooming mergers of size or maybe even small ones until it’s too late. A surprising source – a super-progressive analysis of bank merger policy – makes it clear why the OCC’s approach is not only high-risk, but also ill-conceived.

The paper comes from Saule T. Omarova, President Biden’s nominee to be Comptroller who was forced to withdraw, and the Administration’s most recent Assistant Secretary for Financial Institutions, Graham Steele.  As befits their longstanding views, the paper presses for stringent bank-merger policy to combat what Justice Brandeis first called the “money trusts.” Ms. Omarova and Mr. Steele say that banks of all sizes are still “money trusts” despite the role of omnipotent private-equity and asset-management firms, but so goes much of their analysis.  What’s more interesting in their report and a new petition filed by a like-minded academic is their ground-breaking, hard look at how much of bank regulation is actually intended to curtail undue market power.  Taking this into account could lead to sound merger policy without the adverse consequences evident in the OCC’s drop-dead proposal.

There are in fact many …

15 03, 2023

FedFin Assessment: Post-SVB Deposit Insurance Reform

2023-03-15T16:58:47-04:00March 15th, 2023|The Vault|

Cementing prior denouncements of 2018 Dodd-Frank “rollbacks” into legislative action, 17 Democratic senators and 31 House Members today took direct aim at Trump-era banking policy by introducing legislation that would repeal Title IV of the Economic Growth, Regulatory Relief, and Consumer Protection Act.  But, while this initiative is gaining considerable attention, its legislative prospects are dim – indeed, even Senate Banking Committee Chairman Brown (D-OH) suggested as much

The full report is available to retainer clients. To find out how you can sign up for the service, click here and here.

 …

21 12, 2022

FedFin on: Nonbank Enforcement-Order Registry

2022-12-21T16:54:37-05:00December 21st, 2022|The Vault|

The CFPB is proposing to create a public registry of certain enforcement actions that would initially cover nonbanks (including BHCs) with a goal of drawing public and enforcement-agency attention to what the Bureau’s director calls “serial offenders.” …

The full report is available to retainer clients. To find out how you can sign up for the service, click here and here.…

21 11, 2022

FedFin on: Treasury Plumbs the Depth of Nonbank Finance, Seeks New Merger Policy, Rules

2022-11-22T13:19:47-05:00November 21st, 2022|The Vault|

As promised, this report provides an in-depth analysis of Treasury’s report and resulting recommendations to the President’s Competition Council on the impact of new nonbank consumer-finance entrants from a competition, consumer-protection, and financial-stability perspective.  Although the report calls for reconsideration of bank-merger policy with an eye to the growing role of fintechs and bigtechs, its overall view of market power fails in our view to capture the actual landscape in which…

The full report is available to retainer clients. To find out how you can sign up for the service, click here and here.…

21 10, 2022

FedFin on: DSIB-Resolution Requirements

2022-10-21T15:51:53-04:00October 21st, 2022|The Vault|

The FRB and FDIC have moved beyond the resolution-planning requirements mandated in the Dodd-Frank Act then implemented over the years to what could be a new resolution regime for banking organizations considered category II or III companies under the inter-agency tailoring rules.  Initially described as guidance when the agencies first announced this initiative, it appears likely that final standards will be more binding, which would almost certainly need to be the case under administrative procedures if the agencies decide not only to revise resolution planning on a sector or bank-by-bank case.  This would be particularly likely if ….

The full report is available to retainer clients. To find out how you can sign up for the service, click here and here.…

19 10, 2022

FedFin on: USB/MUFG Orders Point to New Merger, Regulatory Policy

2022-10-19T10:27:40-04:00October 19th, 2022|The Vault|

As promised, this analysis focuses on the OCC and FRB approvals of the acquisition by U.S. Bancorp of MUFG’s Union Bank in California. Derided in a tweet from Sen. Warren (D-MA) as another “rubber-stamp” approval, both the nature of the transaction – which included massive commitments to community support – and the approvals themselves suggest otherwise. We shall continue to evaluate agency action on larger transactions and shortly provide clients with an analysis of the FDIC/FRB advance notice of proposed rulemaking on new resolution standards approved for public comment by the FDIC (see Client Report DEPOSITINSURANCE115). However, while policy and politics formulate new standards, pending….

The full report is available to retainer clients. To find out how you can sign up for the service, click here and here.…

18 10, 2022

FedFin on: FDIC Hikes Premiums, Presses Resolvability

2022-10-24T11:21:49-04:00October 18th, 2022|The Vault|

The FDIC board today voted 3-0 to increase DIF assessment rates by 2bps, finalizing its proposal (see FSM Report DEPOSITINSURANCE114) and rejecting industry arguments on grounds that a small DIF premium increase now would make a more damaging procyclical assessment increase under adverse economic conditions less likely. Unsurprisingly, the FDIC also joined the Fed in approving the ANPR that bears its name, with Acting Comptroller Hsu praising the ANPR’s balance between protecting financial stability and competition among the largest banks. CFPB Director Chopra used his remarks…

The full report is available to retainer clients. To find out how you can sign up for the service, click here and here.…

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