I 

116TH CONGRESS 

1ST SESSION H. R. 5318 

To amend certain banking laws to establish requirements for bank mergers, 

and for other purposes. 

IN THE HOUSE OF REPRESENTATIVES 

DECEMBER 5, 2019 

Mr. GARCI ́A of Illinois (for himself, Ms. SCHAKOWSKY, Ms. TLAIB, and Ms. 

NORTON) introduced the following bill; which was referred to the Committee on Financial Services 

A BILL 

To amend certain banking laws to establish requirements 

for bank mergers, and for other purposes. 

1 Be it enacted by the Senate and House of Representa2 tives of the United States of America in Congress assembled, 

3 SECTION 1. SHORT TITLE; TABLE OF CONTENTS. 

4 (a) SHORT TITLE.—This Act may be cited as the 

5 ‘‘Bank Merger Review Modernization Act of 2019’’. 

6 (b) TABLE OF CONTENTS.—The table of contents for 

7 this Act is as follows: 

Sec. 1. Short title; table of contents. 

Sec. 2. Compliance with Federal consumer financial laws. 

Sec. 3. Cost-benefit analysis for merger transactions. 

Sec. 4. Community Reinvestment Act performance. 

Sec. 5. Financial stability considerations for merger transactions. 

Sec. 6. Financial criteria for certain merger transactions. 


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Sec. 7. Managerial criteria for certain merger transactions. 

Sec. 8. Competitive effects. 

Sec. 9. Transparency in merger review. 

Sec. 10. Financial stability exception. 

Sec. 11. Citizen standing. 

1 SEC. 2. COMPLIANCE WITH FEDERAL CONSUMER FINAN2 CIAL LAWS. 

3 (a) APPLICATION FOR MERGERS OR ACQUISI4 TIONS.— 

5 (1) IN GENERAL.—Not later than 180 days 

6 after the date of the enactment of this Act, the Di7 rector of the Bureau of Consumer Financial Protec8 tion shall establish procedures for a covered appli9 cant to submit an application to directly or indirectly 

10 merge with, or directly or indirectly acquire, a per11 son that offers or provides consumer financial prod12 ucts or services (as defined in section 1002 of the 

13 Consumer Financial Protection Act of 2010 (12 

14 U.S.C. 5481(14))). 

15 (2) PUBLIC COMMENT.—The Director shall 

16 allow a period of at least 30 days for public com17 ment on applications submitted under paragraph 

18 (1). 

19 (b) PROHIBITION.—It shall be unlawful for a covered 

20 applicant to directly or indirectly merge with, or directly 

21 or indirectly acquire, a person that offers or provides con22 sumer financial products or services (as defined in section 

23 1002 of the Consumer Financial Protection Act of 2010 


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1 (12 U.S.C. 5481(14))) without the prior written approval 

2 of the Director. 

3 (c) CONSIDERATIONS.—In considering an application 

4 under subsection (a), the Director shall— 

5 (1) consider the records of the covered appli6 cant and the person with respect to compliance with 

7 the Federal consumer financial laws; and 

8 (2) deny such application if the resulting insti9 tution would not have adequate systems in place to 

10 ensure compliance with the Federal consumer finan11 cial laws. 

12 (d) COVERED APPLICANT DEFINED.—In this section, 

13 the term ‘‘covered applicant’’ means an insured depository 

14 institution (as defined in section 3 of the Federal Deposit 

15 Insurance Act (12 U.S.C. 1813)) or a depository institu16 tion holding company (as defined in such section) with 

17 more than $10,000,000,000 in total assets. 

18 SEC. 3. COST-BENEFIT ANALYSIS FOR MERGER TRANS19 ACTIONS. 

20 (a) INSURED DEPOSITORY INSTITUTIONS.—Section 

21 18(c) of the Federal Deposit Insurance Act (12 U.S.C. 

22 1828(c)) is amended by adding at the end the following 

23 new paragraph: 

24 ‘‘(14) ANALYSIS OF COSTS AND BENEFITS.— 


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1 ‘‘(A) IN GENERAL.—The responsible agen2 cy shall not approve any proposed merger 

3 transaction under this subsection unless the re4 sponsible agency determines that the public 

5 benefits of the merger transaction outweigh the 

6 expected costs. 

7 ‘‘(B) EVALUATION.—In evaluating the ex8 pected costs of the proposed merger transaction 

9 under subparagraph (A), the responsible agency 

10 shall consider— 

11 ‘‘(i) the probable effect of the pro12 posed merger transaction on the cost and 

13 availability of financial products and serv14 ices; 

15 ‘‘(ii) the probable effect of branch clo16 sures on customers of each bank or savings 

17 association involved in the proposed merger 

18 transaction; 

19 ‘‘(iii) the probable effect of the pro20 posed merger transaction on relevant local 

21 economies, including employment losses re22 lating to branch closures and impacts on 

23 job quality; and 

24 ‘‘(iv) any other cost of the proposed 

25 merger transaction that the responsible 


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1 agency considers pursuant to this sub2 section.’’. 

3 (b) BANK HOLDING COMPANIES.— 

4 (1) PROPOSED ACQUISITIONS, MERGERS, OR

5 CONSOLIDATIONS.—Section 3(c) of the Bank Hold6 ing Company Act of 1956 (12 U.S.C. 1842(c)) is 

7 amended by adding at the end the following new 

8 paragraph: 

9 ‘‘(8) ANALYSIS OF COSTS AND BENEFITS.— 

10 ‘‘(A) IN GENERAL.—The Board may not 

11 approve an application under this section unless 

12 the Board determines that the public benefits of 

13 the proposed transaction outweigh the expected 

14 costs. 

15 ‘‘(B) EVALUATION.—In evaluating the ex16 pected costs of the proposed transaction under 

17 subparagraph (A), the Board shall consider— 

18 ‘‘(i) the probable effect of the pro19 posed transaction on the cost and avail20 ability of financial products and services; 

21 ‘‘(ii) the probable effect of branch clo22 sures on customers of each company in23 volved in the proposed transaction; 

24 ‘‘(iii) the probable effect of the pro25 posed transaction on relevant local econoVerDate Sep 11 2014 03:44 Dec 11, 2019 Jkt 099200 PO 00000 Frm 00005 Fmt 6652 Sfmt 6201 E:\BILLS\H5318.IH H5318

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1 mies, including employment losses relating 

2 to branch closures and impacts on job 

3 quality; and 

4 ‘‘(iv) any other cost of the proposed 

5 transaction that the Board considers pur6 suant to this subsection.’’. 

7 (2) OTHER TRANSACTIONS OR ACTIVITIES.— 

8 Section 4(j)(2) of the Bank Holding Company Act 

9 of 1956 (12 U.S.C. 1843(j)(2)) is amended by add10 ing at the end the following new subparagraph: 

11 ‘‘(D) ANALYSIS OF COSTS AND BENE12 FITS.— 

13 ‘‘(i) IN GENERAL.—The Board shall 

14 deny a notice filed pursuant to this sub15 section unless the Board determines that 

16 the public benefits of the proposed trans17 action or activity described in the notice 

18 outweigh the expected costs. 

19 ‘‘(ii) EVALUATION.—In evaluating the 

20 expected costs of the proposed transaction 

21 under subparagraph (A), the Board shall 

22 consider— 

23 ‘‘(I) the probable effect of the 

24 proposed transaction or activity on 


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1 the cost and availability of financial 

2 products and services; 

3 ‘‘(II) the probable effect of 

4 branch closures on customers of each 

5 company involved in the proposed 

6 transaction or activity; 

7 ‘‘(III) the probable effect of the 

8 proposed transaction or activity on 

9 relevant local economies, including 

10 employment losses relating to branch 

11 closures and impacts on job quality; 

12 and 

13 ‘‘(IV) any other cost of the pro14 posed transaction or activity that the 

15 Board considers pursuant to this 

16 paragraph.’’. 

17 SEC. 4. COMMUNITY REINVESTMENT ACT PERFORMANCE. 

18 (a) INSURED DEPOSITORY INSTITUTIONS.—Section 

19 18(c) of the Federal Deposit Insurance Act (12 U.S.C. 

20 1828(c)), as amended by section 3, is further amended 

21 by adding at the end the following new paragraphs: 

22 ‘‘(15) COMMUNITY REINVESTMENT ACT PER23 FORMANCE.—The responsible agency shall not ap24 prove a proposed merger transaction under this sec25 tion if the largest insured depository institution that 


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1 is party to such transaction, based on a comparison 

2 of the average total risk-weighted assets controlled 

3 by each insured depository institution that is party 

4 to such transaction during the previous 12-month 

5 period, has received a rating lower than ‘outstanding 

6 record of meeting community credit needs’ on— 

7 ‘‘(A) two out of the three most recent writ8 ten evaluations required under section 807 of 

9 the Community Reinvestment Act of 1977 (12 

10 U.S.C. 2906); or 

11 ‘‘(B) if three such evaluations are not 

12 available, the most recent written evaluation re13 quired under such section. 

14 ‘‘(16) COMMUNITY BENEFITS PLAN.— 

15 ‘‘(A) IN GENERAL.—In reviewing any ap16 plication filed under this paragraph, the respon17 sible agency shall require— 

18 ‘‘(i) submission to the appropriate 

19 Federal financial supervisory agency of a 

20 community benefits plan; 

21 ‘‘(ii) that the insured depository insti22 tution consult with community-based orga23 nizations and other community stake24 holders in developing the community bene25 fits plan; and 


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1 ‘‘(iii) a public hearing to be held if 

2 any insured depository institution involved 

3 in the transaction has received a ‘substan4 tial noncompliance in meeting community 

5 credit needs’ or ‘needs to improve record of 

6 meeting community credit needs’ rating in 

7 any assessment area during the last exam8 ination of such institution conducted pur9 suant to the Community Reinvestment Act 

10 of 1977. 

11 ‘‘(B) DEFINITION.—For purposes of this 

12 paragraph, ‘community benefits plan’ means a 

13 plan that provides measurable goals for future 

14 amounts of safe and sound loans, investments, 

15 services, and other financial products for low16 and moderate-income communities and other 

17 distressed or underserved communities.’’. 

18 (b) BANK HOLDING COMPANIES.— 

19 (1) PROPOSED ACQUISITIONS, MERGERS, OR

20 CONSOLIDATIONS.—Section 3(c) of the Bank Hold21 ing Company Act of 1956 (12 U.S.C. 1842(c)), as 

22 amended by section 3, is further amended by adding 

23 at the end the following new paragraphs: 

24 ‘‘(9) COMMUNITY REINVESTMENT ACT PER25 FORMANCE.—The Board shall deny an application 


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1 under this section if either the lead insured deposi2 tory institution of the applicant or the insured de3 pository institution that would be the lead insured 

4 depository institution of the resulting company fol5 lowing consummation of the proposed transaction 

6 has received a rating lower than ‘outstanding record 

7 of meeting community credit needs’ on— 

8 ‘‘(A) two out of the three most recent writ9 ten evaluations required under section 807 of 

10 the Community Reinvestment Act of 1977 (12 

11 U.S.C. 2906); or 

12 ‘‘(B) if three such evaluations are not 

13 available, the most recent written evaluation re14 quired under such section. 

15 ‘‘(10) COMMUNITY BENEFITS PLAN.— 

16 ‘‘(A) IN GENERAL.—In reviewing any ap17 plication filed under this paragraph, the Board 

18 shall require— 

19 ‘‘(i) submission to the appropriate 

20 Federal financial supervisory agency of a 

21 community benefits plan; 

22 ‘‘(ii) that the company consult with 

23 community-based organizations and other 

24 community stakeholders in developing the 

25 community benefits plan; and 


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1 ‘‘(iii) a public hearing to be held if 

2 any bank that would be controlled by the 

3 resulting company has received a ‘substan4 tial noncompliance in meeting community 

5 credit needs’ or ‘needs to improve record of 

6 meeting community credit needs’ rating in 

7 any assessment area during the last exam8 ination of such institution conducted pur9 suant to the Community Reinvestment Act 

10 of 1977. 

11 ‘‘(B) DEFINITION.—For purposes of this 

12 paragraph, ‘community benefits plan’ means a 

13 plan that provides measurable goals for future 

14 amounts of safe and sound loans, investments, 

15 services, and other financial products for low16 and moderate-income communities and other 

17 distressed or underserved communities.’’. 

18 (2) OTHER TRANSACTIONS OR ACTIVITIES.— 

19 Section 4(j)(2) of the Bank Holding Company Act 

20 of 1956 (12 U.S.C. 1843(j)(2)), as amended by sec21 tion 3, is further amended by adding at the end the 

22 following new subparagraphs: 

23 ‘‘(E) COMMUNITY REINVESTMENT ACT

24 PERFORMANCE.—The Board shall deny a notice 

25 filed pursuant to this subsection if the lead inVerDate Sep 11 2014 03:44 Dec 11, 2019 Jkt 099200 PO 00000 Frm 00011 Fmt 6652 Sfmt 6201 E:\BILLS\H5318.IH H5318

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1 sured depository institution of the applicant or 

2 the insured depository institution that would be 

3 the lead insured depository institution of the re4 sulting company following consummation of the 

5 proposed transaction or activity has received a 

6 rating lower than ‘outstanding record of meet7 ing community credit needs’ on— 

8 ‘‘(i) two out of the three most recent 

9 written evaluations required under section 

10 807 of the Community Reinvestment Act 

11 of 1977 (12 U.S.C. 2906); or 

12 ‘‘(ii) if three such evaluations are not 

13 available, the most recent written evalua14 tion required under such section. 

15 ‘‘(F) COMMUNITY BENEFITS PLAN.— 

16 ‘‘(i) IN GENERAL.—In reviewing any 

17 notice filed under this paragraph, the 

18 Board shall require— 

19 ‘‘(I) submission to the appro20 priate Federal financial supervisory 

21 agency of a community benefits plan; 

22 ‘‘(II) that the company consult 

23 with community-based organizations 

24 and other community stakeholders in 


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1 developing the community benefits 

2 plan; and 

3 ‘‘(III) a public hearing to be held 

4 if any bank that would be controlled 

5 by the resulting company has received 

6 a ‘substantial noncompliance in meet7 ing community credit needs’ or ‘needs 

8 to improve record of meeting commu9 nity credit needs’ rating in any assess10 ment area during the last examination 

11 of such institution conducted pursuant 

12 to the Community Reinvestment Act 

13 of 1977. 

14 ‘‘(ii) DEFINITION.—For purposes of 

15 this paragraph, ‘community benefits plan’ 

16 means a plan that provides measurable 

17 goals for future amounts of safe and sound 

18 loans, investments, services, and other fi19 nancial products for low- and moderate-in20 come communities and other distressed or 

21 underserved communities.’’. 

22 (c) COMMUNITY REINVESTMENT ACT AMEND23 MENT.—Section 804 of the Community Reinvestment Act 

24 of 1977 (12 U.S.C. 2903) is amended by adding at the 

25 end the following new subsection: 


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1 ‘‘(e) COMMUNITY BENEFITS PLAN.—In assessing 

2 and taking into account, under subsection (a), the record 

3 of a financial institution, the appropriate Federal financial 

4 supervisory agency shall consider as a factor the financial 

5 institution’s record of compliance with any community 

6 benefits plan pursuant to section 3(c)(10) or 4(j)(2)(F) 

7 of the Bank Holding Company Act of 1956 or section 

8 18(c)(16) of the Federal Deposit Insurance Act, as appli9 cable.’’. 

10 (d) FAIR LENDING ASSESSMENT.—Section 807(b)(1) 

11 of the Community Reinvestment Act of 1977 (12 U.S.C. 

12 2906(b)(1)) is amended— 

13 (1) in subparagraph (A)— 

14 (A) in clause (ii), by striking ‘‘and’’ at the 

15 end; 

16 (B) by redesignating clause (iii) as clause 

17 (iv); and 

18 (C) by inserting after clause (ii) the fol19 lowing new clause: 

20 ‘‘(iii) contain statistical analyses of the in21 stitution’s fair lending performance using data 

22 reported under the Home Mortgage Disclosure 

23 Act; and’’; and 


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1 (2) in subparagraph (B), by striking ‘‘clauses 

2 (i) and (ii)’’ and inserting ‘‘clauses (i), (ii), and 

3 (iii)’’. 

4 SEC. 5. FINANCIAL STABILITY CONSIDERATIONS FOR 

5 MERGER TRANSACTIONS. 

6 (a) INSURED DEPOSITORY INSTITUTIONS.—Section 

7 18(c) of the Federal Deposit Insurance Act (12 U.S.C. 

8 1828(c)), as amended by section 4, is further amended— 

9 (1) in paragraph (5)— 

10 (A) in subparagraph (A), by striking ‘‘or’’ 

11 at the end; 

12 (B) in subparagraph (B), by striking the 

13 period at the end and inserting ‘‘, or’’; and 

14 (C) by inserting after subparagraph (B) 

15 the following new subparagraph: 

16 ‘‘(C) any proposed merger transaction for which 

17 the resulting insured depository institution would re18 ceive a score greater than 25 on the assessment de19 scribed in paragraph (17)(B).’’; and 

20 (2) by adding at the end the following new 

21 paragraph: 

22 ‘‘(17) FINANCIAL STABILITY.—In considering 

23 the risk to the stability of the United States banking 

24 or financial system under paragraph (5), the respon25 sible agency shall— 


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1 ‘‘(A) take into account— 

2 ‘‘(i) the insured depository institutions 

3 or bank holding companies that might ac4 quire the applicant insured depository in5 stitution if the resulting insured depository 

6 institution were to fail after consummation 

7 of the proposed merger; and 

8 ‘‘(ii) whether such an acquisition 

9 would result in greater or more con10 centrated risks to the stability of the 

11 United States banking or financial system; 

12 and 

13 ‘‘(B) use the assessment methodology de14 veloped by the Basel Committee on Banking 

15 Supervision for assessing global systemically 

16 important banks.’’. 

17 (b) BANK HOLDING COMPANIES.— 

18 (1) PROPOSED ACQUISITIONS, MERGERS, OR

19 CONSOLIDATIONS.—Section 3(c)(7) of the Bank 

20 Holding Company Act of 1956 (12 U.S.C. 

21 1842(c)(7)), as amended by section 4, is further 

22 amended— 

23 (A) by striking ‘‘In every case,’’ and in24 serting the following: 

25 ‘‘(A) IN GENERAL.—In every case,’’; and 


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1 (B) by adding at the end the following new 

2 subparagraphs: 

3 ‘‘(B) CONSIDERATIONS.—The Board shall 

4 not approve an application under this section 

5 for which the resulting company would receive 

6 a score greater than 25 on the assessment de7 scribed in subparagraph (C)(ii). 

8 ‘‘(C) FINANCIAL STABILITY.—In consid9 ering the risk to the stability of the United 

10 States banking or financial system, the Board 

11 shall— 

12 ‘‘(i) take into account— 

13 ‘‘(I) the insured depository insti14 tutions or bank holding companies 

15 that might acquire the resulting com16 pany if it were to fail after con17 summation of the proposed trans18 action; and 

19 ‘‘(II) whether such an acquisition 

20 would result in greater or more con21 centrated risks to the stability of the 

22 United States banking or financial 

23 system; and 

24 ‘‘(ii) use the assessment methodology 

25 developed by the Basel Committee on 


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1 Banking Supervision for assessing global 

2 systemically important banks.’’. 

3 (2) PROPOSED TRANSACTIONS OR ACTIVI4 TIES.—Section 4(j)(2) of the Bank Holding Com5 pany Act of 1956 (12 U.S.C. 1843(j)(2)), as amend6 ed by section 4, is further amended by adding at the 

7 end the following new subparagraphs: 

8 ‘‘(G) CONSIDERATIONS.—The Board shall 

9 deny a notice filed pursuant to this subsection 

10 if the resulting company would receive a score 

11 greater than 25 on the assessment described in 

12 subparagraph (H)(ii). 

13 ‘‘(H) ASSESSMENT OF FINANCIAL STA14 BILITY.—In considering the risk to the stability 

15 of the United States banking or financial sys16 tem, the Board shall— 

17 ‘‘(i) take into account— 

18 ‘‘(I) the insured depository insti19 tutions or bank holding companies 

20 that might acquire the applicant bank 

21 holding company if the resulting com22 pany were to fail after consummation 

23 of the proposed proposal; and 

24 ‘‘(II) whether such an acquisition 

25 would result in greater or more conVerDate Sep 11 2014 03:44 Dec 11, 2019 Jkt 099200 PO 00000 Frm 00018 Fmt 6652 Sfmt 6201 E:\BILLS\H5318.IH H5318

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1 centrated risks to the stability of the 

2 United States banking or financial 

3 system; and 

4 ‘‘(ii) use the assessment methodology 

5 developed by the Basel Committee on 

6 Banking Supervision for assessing global 

7 systemically important banks.’’. 

8 SEC. 6. FINANCIAL CRITERIA FOR CERTAIN MERGER 

9 TRANSACTIONS. 

10 (a) STRESS TESTS.— 

11 (1) PROPOSED ACQUISITIONS, MERGERS, OR

12 CONSOLIDATIONS.—Section 3(c) of the Bank Hold13 ing Company Act of 1956 (12 U.S.C. 1842(c)), as 

14 amended by section 5, is further amended by adding 

15 at the end the following new paragraphs: 

16 ‘‘(11) STRESS TESTS.— 

17 ‘‘(A) IN GENERAL.—If a resulting com18 pany will have total consolidated assets greater 

19 than or equal to $100,000,000,000, the Board 

20 shall evaluate the pro forma balance sheet of 

21 the resulting company to assess whether such 

22 resulting company would have the capital, on a 

23 total consolidated basis, necessary to absorb 

24 losses as a result of adverse economic condi25 tions. 


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1 ‘‘(B) CONSIDERATIONS.—The Board shall 

2 not approve an application under this section 

3 unless the resulting company would remain at 

4 least adequately capitalized in severely adverse 

5 economic conditions under the evaluation de6 scribed in subparagraph (A).’’. 

7 (2) PROPOSED TRANSACTIONS OR ACTIVI8 TIES.—Section 4(j)(2) of the Bank Holding Com9 pany Act of 1956 (12 U.S.C. 1843(j)(2)), as amend10 ed by section 5, is further amended by adding at the 

11 end the following new subparagraph: 

12 ‘‘(I) STRESS TESTS.— 

13 ‘‘(i) IN GENERAL.—If a resulting 

14 company will have total consolidated assets 

15 greater than or equal to 

16 $100,000,000,000, the Board shall evalu17 ate the pro forma balance sheet of the re18 sulting company to determine whether 

19 such resulting company would have the 

20 capital, on a total consolidated basis, nec21 essary to absorb losses as a result of ad22 verse economic conditions. 

23 ‘‘(ii) CONSIDERATIONS.—The Board 

24 shall deny a notice submitted pursuant to 

25 this subsection if the resulting company 


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1 would not remain at least adequately cap2 italized in severely adverse economic condi3 tions under the evaluation described in 

4 clause (i).’’. 

5 (b) WELL CAPITALIZED THRESHOLDS.— 

6 (1) DEFINITION OF WELL CAPITALIZED FOR

7 INTERSTATE BANK MERGERS.—Section 44(g) of the 

8 Federal Deposit Insurance Act (12 U.S.C. 

9 1831u(g)) is amended by adding at the end the fol10 lowing new paragraph: 

11 ‘‘(12) WELL CAPITALIZED.—The term ‘well 

12 capitalized’ means, with respect to an insured depos13 itory institution with total consolidated assets of 

14 $10,000,000,000 or more, that such institution ex15 ceeds the required minimum level for each relevant 

16 capital measure to be considered adequately capital17 ized (as determined under section 38) by at least 50 

18 percent of such minimum.’’. 

19 (2) BANK HOLDING COMPANIES.—Section 

20 2(o)(B)(ii) of the Bank Holding Company Act of 

21 1956 (12 U.S.C. 1841(o)(B)(ii)) is amended to read 

22 as follows: 

23 ‘‘(ii) WELL CAPITALIZED.—A bank 

24 holding company is ‘well capitalized’ if— 


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1 ‘‘(I) with respect to a company 

2 that has total consolidated assets of 

3 $10,000,000,000 or more, it exceeds 

4 the required minimum level for each 

5 relevant capital measure (as deter6 mined by the Board) by at least 50 

7 percent of such minimum; and 

8 ‘‘(II) with respect to a company 

9 that has total consolidated assets of 

10 less than $10,000,000,000, it meets 

11 the required capital levels for well 

12 capitalized bank holding companies 

13 established by the Board.’’. 

14 SEC. 7. MANAGERIAL CRITERIA FOR CERTAIN MERGER 

15 TRANSACTIONS. 

16 (a) INSURED DEPOSITORY INSTITUTIONS.—Section 

17 18(c) of the Federal Deposit Insurance Act (12 U.S.C. 

18 1828(c)), as amended by section 5, is further amended 

19 by adding at the end the following new paragraph: 

20 ‘‘(18) COVERED TRANSACTIONS.— 

21 ‘‘(A) DEFINITION.—In this paragraph, the 

22 term ‘covered transaction’ means a merger 

23 transaction in which the resulting company 

24 would have more than $100,000,000,000 in 

25 total assets. 


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1 ‘‘(B) APPLICATION.—An application for 

2 approval of a covered transaction shall include 

3 the name of each individual who will serve on 

4 the board of directors or serve as a senior exec5 utive officer of the resulting company. 

6 ‘‘(C) WRITTEN EVALUATION.—The respon7 sible agency shall make a written evaluation of 

8 the competence, experience, character, and in9 tegrity of each individual described in subpara10 graph (B). 

11 ‘‘(D) BEST INTERESTS.—The responsible 

12 agency shall not approve a covered transaction 

13 if the responsible agency determines that the 

14 competence, experience, character, or integrity 

15 of any individual described in subparagraph (B) 

16 indicates that it would not be in the best inter17 ests of the depositors of the depository institu18 tion or in the best interests of the public to per19 mit the individual to be employed by, or associ20 ated with, the resulting company. 

21 ‘‘(E) PUBLICLY AVAILABLE.—The respon22 sible agency shall make any written evaluation 

23 described in subparagraph (C) publicly available 

24 after the date on which the responsible agency 

25 approves or denies a covered transaction.’’. 


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1 (b) BANK HOLDING COMPANIES.— 

2 (1) ACQUISITION OF BANK SHARES OR AS3 SETS.—Section 3(c) of the Bank Holding Company 

4 Act of 1956 (12 U.S.C. 1842(c)), as amended by 

5 section 6, is further amended by adding at the end 

6 the following new paragraph: 

7 ‘‘(12) COVERED TRANSACTIONS.— 

8 ‘‘(A) DEFINITION.—In this paragraph, the 

9 term ‘covered transaction’ means a merger 

10 transaction in which the resulting company 

11 would have more than $100,000,000,000 in 

12 total assets. 

13 ‘‘(B) LISTING OF MEMBERS OF THE

14 BOARD OF DIRECTORS AND SENIOR EXECUTIVE

15 OFFICERS.— 

16 ‘‘(i) IN GENERAL.—An application for 

17 approval of a covered transaction shall in18 clude the name of each individual who will 

19 serve on the board of directors or serve as 

20 a senior executive officer of the resulting 

21 company. 

22 ‘‘(ii) WRITTEN EVALUATION.—The 

23 Board shall make a written evaluation of 

24 the competence, experience, character, and 


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1 integrity of each individual described in 

2 clause (i). 

3 ‘‘(iii) BEST INTERESTS.—The Board 

4 shall not approve a covered transaction if 

5 the Board determines that the competence, 

6 experience, character, or integrity of any 

7 individual described in clause (i) indicates 

8 that it would not be in the best interests 

9 of the shareholders of the bank holding 

10 company or in the best interests of the 

11 public to permit the individual to be em12 ployed by, or associated with, the resulting 

13 company. 

14 ‘‘(iv) PUBLICLY AVAILABLE.—The 

15 Board shall make any written evaluation 

16 described in clause (ii) publicly available 

17 after the date on which the Board ap18 proves or denies a covered transaction.’’. 

19 (2) INTERESTS IN NONBANKING ORGANIZA20 TIONS.—Section 4(j)(2) of the Bank Holding Com21 pany Act of 1956 (12 U.S.C. 1843(j)(2)) as amend22 ed by section 6, is further amended by adding at the 

23 end the following new subparagraph: 

24 ‘‘(J) COVERED TRANSACTIONS.— 


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1 ‘‘(i) DEFINITION.—In this paragraph, 

2 the term ‘covered transaction’ means a 

3 merger transaction in which the resulting 

4 company would have more than 

5 $100,000,000,000 in total assets. 

6 ‘‘(ii) LISTING OF MEMBERS OF THE

7 BOARD OF DIRECTORS AND SENIOR EXEC8 UTIVE OFFICERS.— 

9 ‘‘(I) IN GENERAL.—An applica10 tion for approval of a covered trans11 action shall include the name of each 

12 individual who will serve on the board 

13 of directors or serve as a senior execu14 tive officer of the resulting company. 

15 ‘‘(II) WRITTEN EVALUATION.— 

16 The Board shall make a written eval17 uation of the competence, experience, 

18 character, and integrity of each indi19 vidual described in subclause (I). 

20 ‘‘(III) BEST INTERESTS.—The 

21 Board shall not approve a covered 

22 transaction if the Board determines 

23 that the competence, experience, char24 acter, or integrity of any individual 

25 described in subclause (I) indicates 


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1 that it would not be in the best inter2 ests of the shareholders of the bank 

3 holding company or in the best inter4 ests of the public to permit the indi5 vidual to be employed by, or associ6 ated with, the resulting company. 

7 ‘‘(IV) PUBLICLY AVAILABLE.— 

8 The Board shall make any written 

9 evaluation described in subclause (II) 

10 publicly available after the date on 

11 which the Board approves or denies a 

12 covered transaction.’’. 

13 SEC. 8. COMPETITIVE EFFECTS. 

14 (a) INSURED DEPOSITORY INSTITUTIONS.—Section 

15 18(c) of the Federal Deposit Insurance Act (12 U.S.C. 

16 1828(c)), as amended by section 7, is further amended 

17 by adding at the end the following new paragraph: 

18 ‘‘(19) COMPETITIVE EFFECTS.— 

19 ‘‘(A) PRODUCT MARKETS.—In every case, 

20 the responsible agency shall consider the com21 petitive effects of the proposed transaction on 

22 the market for— 

23 ‘‘(i) commercial deposits; 

24 ‘‘(ii) loans to small businesses, using 

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1 vestment Act of 1977 for loans to small 

2 businesses with less than $1,000,000 in 

3 gross annual revenue, and any other data 

4 the responsible agency deems appropriate 

5 to collect for this purpose; 

6 ‘‘(iii) home mortgage loans, using 

7 data reported under the Home Mortgage 

8 Disclosure Act of 1975 for first-lien mort9 gage loans for single family homes, and 

10 any other data the responsible agency 

11 deems appropriate to collect for this pur12 pose; and 

13 ‘‘(iv) any other financial product that 

14 comprises a substantial portion of the ac15 tivities of each bank or savings association 

16 involved in the proposed merger trans17 action, as determined by the responsible 

18 agency. 

19 ‘‘(B) GEOGRAPHIC MARKETS.—The re20 sponsible agency shall consider the competitive 

21 effects of the proposed transaction on the prod22 uct markets identified in subparagraph (A) with 

23 respect to each of the following geographic mar24 kets as defined by the United States Census 

25 Bureau: 


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•HR 5318 IH

1 ‘‘(i) Each State in which the resulting 

2 company would operate. 

3 ‘‘(ii) Each core-based statistical area 

4 in which the resulting company would op5 erate. 

6 ‘‘(iii) Each county in which the result7 ing company would operate. 

8 ‘‘(iv) Any other geographic area the 

9 responsible agency deems appropriate.’’. 

10 (b) BANK HOLDING COMPANIES.— 

11 (1) PROPOSED ACQUISITIONS, MERGERS, OR

12 CONSOLIDATIONS.—Section 3(c) of the Bank Hold13 ing Company Act of 1956 (12 U.S.C. 1842(c)), as 

14 amended by section 7, is further amended by adding 

15 at the end the following new paragraph: 

16 ‘‘(13) COMPETITIVE EFFECTS.— 

17 ‘‘(A) PRODUCT MARKETS.—In every case, 

18 the Board shall consider the competitive effects 

19 of the proposed transaction on the market for— 

20 ‘‘(i) commercial deposits; 

21 ‘‘(ii) loans to small businesses, using 

22 data reported under the Community Rein23 vestment Act of 1977 for loans to small 

24 businesses with less than $1,000,000 in 

25 gross annual revenue, and any other data 


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•HR 5318 IH

1 the Board deems appropriate to collect for 

2 this purpose; 

3 ‘‘(iii) home mortgage loans, using 

4 data reported under the Home Mortgage 

5 Disclosure Act of 1975 for first-lien mort6 gage loans for single family homes, and 

7 any other data the Board deems appro8 priate to collect for this purpose; and 

9 ‘‘(iv) any other financial product that 

10 comprises a substantial portion of the ac11 tivities of each company involved in the 

12 proposed merger transaction, as deter13 mined by the Board. 

14 ‘‘(B) GEOGRAPHIC MARKETS.—The Board 

15 shall consider the competitive effects of the pro16 posed transaction on the product markets iden17 tified in subparagraph (A) with respect to each 

18 of the following geographic markets: 

19 ‘‘(i) Each State in which the resulting 

20 company would operate. 

21 ‘‘(ii) Each core-based statistical area 

22 in which the resulting company would op23 erate. 

24 ‘‘(iii) Each county in which the result25 ing company would operate. 


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•HR 5318 IH

1 ‘‘(iv) Any other geographic area the 

2 Board deems appropriate.’’. 

3 (2) PROPOSED TRANSACTIONS OR ACTIVI4 TIES.—Section 4(j)(2) of the Bank Holding Com5 pany Act of 1956 (12 U.S.C. 1843(j)(2)) as amend6 ed by section 7, is further amended by adding at the 

7 end the following new subparagraph: 

8 ‘‘(K) COMPETITIVE EFFECTS.— 

9 ‘‘(i) PRODUCT MARKETS.—In every 

10 case, the Board shall consider the competi11 tive effects of the proposed transaction on 

12 the market for— 

13 ‘‘(I) commercial deposits; 

14 ‘‘(II) loans to small businesses, 

15 using data reported under the Com16 munity Reinvestment Act of 1977 for 

17 loans to small businesses with less 

18 than $1,000,000 in gross annual rev19 enue, and any other data the Board 

20 deems appropriate to collect for this 

21 purpose; 

22 ‘‘(III) home mortgage loans, 

23 using data reported under the Home 

24 Mortgage Disclosure Act of 1975 for 

25 first-lien mortgage loans for single 


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•HR 5318 IH

1 family homes, and any other data the 

2 Board deems appropriate to collect for 

3 this purpose; and 

4 ‘‘(IV) any other financial product 

5 that comprises a substantial portion 

6 of the activities of each company in7 volved in the proposed merger trans8 action, as determined by the Board. 

9 ‘‘(ii) GEOGRAPHIC MARKETS.—The 

10 Board shall consider the competitive ef11 fects of the proposed transaction on the 

12 product markets identified in clause (i) 

13 with respect to each of the following geo14 graphic markets: 

15 ‘‘(I) Each State in which the re16 sulting company would operate. 

17 ‘‘(II) Each core-based statistical 

18 area in which the resulting company 

19 would operate. 

20 ‘‘(III) Each county in which the 

21 resulting company would operate. 

22 ‘‘(IV) Any other geographic area 

23 the Board deems appropriate.’’. 


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•HR 5318 IH

1 SEC. 9. TRANSPARENCY IN MERGER REVIEW. 

2 (a) INSURED DEPOSITORY INSTITUTIONS.—Section 

3 18(c) of the Federal Deposit Insurance Act (12 U.S.C. 

4 1828(c)), as amended by section 8, is further amended 

5 by adding at the end the following new paragraph: 

6 ‘‘(20) TRANSPARENCY.— 

7 ‘‘(A) IN GENERAL.—In any application 

8 under this section— 

9 ‘‘(i) an insured depository institution 

10 shall— 

11 ‘‘(I) disclose whether any persons 

12 employed by, representing, or acting 

13 on behalf of the depository institution 

14 have had verbal or written commu15 nications with the responsible agency, 

16 a Federal reserve bank, or any other 

17 Federal regulatory agency regarding 

18 the proposed merger transaction; and 

19 ‘‘(II) identify the dates and the 

20 names of individuals involved in, and 

21 the content of, all communications in 

22 described in subclause (I); and 

23 ‘‘(ii) the chief executive officer and 

24 chief legal officer of an insured depository 

25 institution shall certify that no persons em26 ployed by, representing, or acting on behalf 


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•HR 5318 IH

1 of the depository institution asked for or 

2 received assurances from the responsible 

3 agency, a Federal reserve bank, or any 

4 other Federal regulatory agency that the 

5 proposed merger transaction would be ap6 proved of that there would be no barriers 

7 to such approval. 

8 ‘‘(B) UPDATES.—An insured depository in9 stitution shall update the disclosure and certifi10 cation described in subparagraph (A) as needed 

11 within 2 business days of any communication 

12 that occurs before the responsible agency makes 

13 a final decision on a proposed merger trans14 action. 

15 ‘‘(C) PUBLICATION.—The responsible 

16 agency shall publish on the website of such 

17 agency the disclosure, certification, and any up18 dates required under this paragraph within 1 

19 business day of receipt.’’. 

20 (b) BANK HOLDING COMPANIES.— 

21 (1) PROPOSED ACQUISITIONS, MERGERS, OR

22 CONSOLIDATIONS.—Section 3(c) of the Bank Hold23 ing Company Act of 1956 (12 U.S.C. 1842(c)), as 

24 amended by section 8, is further amended by adding 

25 at the end the following new paragraph: 


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•HR 5318 IH

1 ‘‘(14) TRANSPARENCY.— 

2 ‘‘(A) IN GENERAL.—In any application 

3 under this section— 

4 ‘‘(i) a bank holding company shall— 

5 ‘‘(I) disclose whether any persons 

6 employed by, representing, or acting 

7 on behalf of the bank holding com8 pany have had verbal or written com9 munications with the Board, a Fed10 eral reserve bank, or any other Fed11 eral regulatory agency regarding the 

12 proposal; and 

13 ‘‘(II) identify the dates and the 

14 names of individuals involved in, and 

15 the content of, all communications in 

16 described in subclause (I); and 

17 ‘‘(ii) the chief executive officer and 

18 chief legal officer of a bank holding com19 pany shall certify that no persons em20 ployed by, representing, or acting on behalf 

21 of the bank holding company asked for or 

22 received assurances from the Board, a 

23 Federal reserve bank, or any other Federal 

24 regulatory agency that the proposal would 


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•HR 5318 IH

1 be approved of and that there would be no 

2 barriers to such approval. 

3 ‘‘(B) UPDATES.—A bank holding company 

4 shall update the disclosure and certification de5 scribed in subparagraph (A) as needed within 2 

6 business days of any communication that occurs 

7 before the Board makes a final decision on a 

8 proposal. 

9 ‘‘(C) PUBLICATION.—The Board shall pub10 lish on the website of the Board the disclosure, 

11 certification, and any updates required under 

12 this paragraph within 1 business day of re13 ceipt.’’. 

14 (2) PROPOSED TRANSACTIONS OR ACTIVI15 TIES.—Section 4(j) of the Bank Holding Company 

16 Act of 1956 (12 U.S.C. 1843(j)) as amended by sec17 tion 8, is further amended is amended by adding at 

18 the end the following new paragraph: 

19 ‘‘(8) TRANSPARENCY.— 

20 ‘‘(A) IN GENERAL.—In any notice under 

21 this section— 

22 ‘‘(i) a bank holding company shall— 

23 ‘‘(I) disclose whether any persons 

24 employed by, representing, or acting 

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1 pany have had verbal or written com2 munications with the Board, a Fed3 eral reserve bank, or any other Fed4 eral regulatory agency regarding the 

5 proposal; and 

6 ‘‘(II) identify the dates and the 

7 names of individuals involved in, and 

8 the content of, all communications in 

9 described in subclause (I); and 

10 ‘‘(ii) the chief executive officer and 

11 chief legal officer of a bank holding com12 pany shall certify that no persons em13 ployed by, representing, or acting on behalf 

14 of the bank holding company asked for or 

15 received assurances from the Board, a 

16 Federal reserve bank, or any other Federal 

17 regulatory agency that the proposal would 

18 be approved of and that there would be no 

19 barriers to such approval. 

20 ‘‘(B) UPDATES.—A bank holding company 

21 shall update the disclosure and certification de22 scribed in subparagraph (A) as needed within 2 

23 business days of any communication that occurs 

24 before the Board makes a final decision on a 

25 proposal. 


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•HR 5318 IH

1 ‘‘(C) PUBLICATION.—The Board shall pub2 lish on the website of the Board the disclosure, 

3 certification, and any updates required under 

4 this paragraph within 1 business day of re5 ceipt.’’. 

6 SEC. 10. FINANCIAL STABILITY EXCEPTION. 

7 (a) INSURED DEPOSITORY INSTITUTIONS.—Section 

8 18(c) of the Federal Deposit Insurance Act (12 U.S.C. 

9 1828(c)), as amended by section 9, is further amended 

10 by adding at the end the following new paragraph: 

11 ‘‘(21) FSOC DETERMINATION.—Notwith12 standing paragraphs (5)(c), (14), (15), (16), (17), 

13 and (18) of this subsection, if the Financial Stability 

Oversight Council determines by a 2 14 ⁄3 vote that a 

15 proposed merger transaction under this subsection is 

16 necessary to preserve the stability of the United 

17 States banking or financial system, the responsible 

18 agency may approve such transaction.’’. 

19 (b) BANK HOLDING COMPANIES.— 

20 (1) PROPOSED ACQUISITIONS, MERGERS, OR

21 CONSOLIDATIONS.—Section 3(c) of the Bank Hold22 ing Company Act of 1956 (12 U.S.C. 1842(c)), as 

23 amended by section 9, is further amended by adding 

24 at the end the following new paragraph: 


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•HR 5318 IH

1 ‘‘(15) FSOC DETERMINATION.—Notwith2 standing paragraphs (7)(B), (8), (9), (10), (11), and 

3 (12) of this subsection, if the Financial Stability 

Oversight Council determines by a 2 4 ⁄3 vote that a 

5 proposed acquisition, merger, or consolidation under 

6 this subsection is necessary to preserve the stability 

7 of the United States banking or financial system, 

8 the Board may approve such acquisition, merger, or 

9 consolidation.’’. 

10 (2) PROPOSED TRANSACTIONS OR ACTIVI11 TIES.—Section 4(j)(2) of the Bank Holding Com12 pany Act of 1956 (12 U.S.C. 1843(j)(2)), as amend13 ed by section 8, is amended by adding at the end the 

14 following new subparagraph: 

15 ‘‘(L) FSOC DETERMINATION.—Notwith16 standing paragraphs (2)(D), (2)(E), (2)(F), 

17 (2)(G), (2)(I), and (2)(J) of this subsection, if 

18 the Financial Stability Oversight Council determines by a 2 19 ⁄3 vote that a proposed transaction 

20 or activity under this subsection is necessary to 

21 preserve the stability of the United States 

22 banking or financial system, the Board may ap23 prove such transaction or activity.’’. 


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•HR 5318 IH

1 SEC. 11. CITIZEN STANDING. 

2 (a) INSURED DEPOSITORY INSTITUTIONS.—Section 

3 18(c) of the Federal Deposit Insurance Act (12 U.S.C. 

4 1828(c)), as amended by section 10, is further amended 

5 by adding at the end the following new paragraph: 

6 ‘‘(22) CITIZEN STANDING.— 

7 ‘‘(A) IN GENERAL.—Not later than 10 

8 days after the approval of a merger transaction 

9 by the responsible agency under this subsection 

10 or the denial of a request for reconsideration of 

11 an application for a merger transaction, an in12 dividual may file a civil action in the appro13 priate United States district court to review 

14 such approval, regardless of whether the indi15 vidual submitted a comment or otherwise par16 ticipated in the application process for approval 

17 of the merger transaction. 

18 ‘‘(B) CONSIDERATION.—In any such ac19 tion, the court shall review de novo the issues 

20 presented, consider the matter on an expedited 

21 basis, and issue a decision within 30 days. 

22 ‘‘(C) COSTS.—An individual who files a 

23 civil action under this paragraph may not be re24 quired to pay the costs of the responsible agen25 cy or any party to the merger transaction that 

26 is the subject of the civil action. 


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•HR 5318 IH

1 ‘‘(D) EFFECT ON MERGER TRANS2 ACTION.—The proposed merger transaction 

3 that is the subject of a civil action under this 

4 paragraph may not be consummated until the 

5 court issues a final decision in such action.’’. 

6 (b) BANK HOLDING COMPANIES.— 

7 (1) PROPOSED ACQUISITIONS, MERGERS, OR

8 CONSOLIDATIONS.—Section 3(c) of the Bank Hold9 ing Company Act of 1956 (12 U.S.C. 1842(c)), as 

10 amended by section 10, is further amended by add11 ing at the end the following new paragraph: 

12 ‘‘(16) CITIZEN STANDING.— 

13 ‘‘(A) IN GENERAL.—Not later than 10 

14 days after the approval of an application under 

15 this section by the Board, or the denial of a re16 quest for reconsideration of such an application 

17 by the Board, an individual may file a civil ac18 tion in the appropriate United States district 

19 court to review such approval, regardless of 

20 whether the individual submitted a comment or 

21 otherwise participated in the application proc22 ess. 

23 ‘‘(B) CONSIDERATION.—In any such ac24 tion, the court shall review de novo the issues 


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•HR 5318 IH

1 presented, consider the matter on an expedited 

2 basis, and issue a decision within 30 days. 

3 ‘‘(C) COSTS.—An individual who files a 

4 civil action under this paragraph may not be re5 quired to pay the costs of the Board or any 

6 party to the application that is the subject of 

7 the civil action. 

8 ‘‘(D) EFFECT ON APPLICATION.—The pro9 posed acquisition, merger, or consolidation that 

10 is the subject of a civil action under this para11 graph may not be consummated until the court 

12 issues a final decision in such action.’’. 

13 (2) OTHER TRANSACTIONS OR ACTIVITIES.— 

14 Section 4(j)(2) of the Bank Holding Company Act 

15 of 1956 (12 U.S.C. 1843(j)(2)), as amended by sec16 tion 10, is further amended by adding at the end the 

17 following new subparagraph: 

18 ‘‘(M) CITIZEN STANDING.— 

19 ‘‘(i) IN GENERAL.—Not later than 10 

20 days after the approval of a notice under 

21 this subsection by the Board, or the denial 

22 of a request for reconsideration of such no23 tice by the Board, an individual may file a 

24 civil action in the appropriate United 

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1 proval, regardless of whether the individual 

2 submitted a comment or otherwise partici3 pated in the notice process. 

4 ‘‘(ii) CONSIDERATION.—In any such 

5 action, the court shall review de novo the 

6 issues presented, consider the matter on an 

7 expedited basis, and issue a decision within 

8 30 days. 

9 ‘‘(iii) COSTS.—An individual who files 

10 a civil action under this subparagraph may 

11 not be required to pay the costs of the 

12 Board or any party to the notice that is 

13 the subject of the civil action. 

14 ‘‘(iv) EFFECT ON NOTICE.—The pro15 posed transaction or activity that is the 

16 subject of a civil action under this sub17 paragraph may not be commenced or con18 summated until the court issues a final de19 cision in such action.’’. 

Æ 


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