July 23, 2012

Federal Reserve Issues Guidance on Pre-Filing Review Process

As noted in this Davis Polk memo, the Board of Governors of the Federal Reserve System recently issued supervisory guidance describing a new, optional process for pre-filing staff review of specific aspects of proposed acquisitions or other proposals prior to the formal submission of an application or notice. Here is an excerpt from that memo:

The pre-filing review process is designed particularly for the benefit of infrequent filers, such as individuals, family trusts, private equity firms new to banking investments and community banking organizations, and filers with novel proposals, and is expected to facilitate speedier review of and Board action on final submissions.

The guidance introduces a formal process, including guidelines for appropriate subjects of inquiry and a review period of up to 60 days, for pre-filing feedback from Board and Federal Reserve Bank staff on potential issues raised by a proposed acquisition or other proposal. Although the guidance indicates that brief phone conversations and “limited e-mail correspondence” will not be deemed to trigger this pre-filing process, it suggests that any request for review of substantive written materials related to a proposal (other than individuals’ biographical and financial information for the purposes of background checks) would do so.