DealLawyers.com Blog

Earlier this week, the OCC and FDIC both finalized their previously proposed changes to rules regarding business combinations involving national banks and federal savings associations. The DOJ simultaneously announced that it is withdrawing from the 1995 Bank Merger Guidelines. Its 2023 Merger Guidelines are its “sole and authoritative statement across all industries.” To that end, it released the 2024 Banking Addendum to 2023 Merger Guidelines, which includes commentary explaining the application of the guidelines to bank mergers.

This Simpson Thacher memo says “the DOJ and FDIC policy statements in particular represent significant changes from current practice in assessing bank merger transactions and the combined effect could result in significantly more burdensome application requirements and continue the current trend of very long processing periods.” It goes on to describe the changes in detail. The memo notes:

Unlike the FDIC and the OCC, the Federal Reserve has not issued any policy statement outlining changes to its standards for bank merger reviews. In April 2024, Federal Reserve Vice Chair for Supervision Michael Barr confirmed his view that the Federal Reserve’s current review frameworks is “pretty robust” and that no such policy statement is likely forthcoming. …

[T]he Federal Reserve continues to work with the other federal banking agencies and the DOJ to possibly update the 1995 Bank Merger Guidelines with respect to the antitrust analysis of bank mergers. He stated that the Federal Reserve is “thinking about that on an interagency basis rather than just us doing something [alone].”

We’re posting resources in our “Bank M&A” Practice Area.

– Meredith Ervine