II 

117TH CONGRESS 

1ST SESSION S. 2882 

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

and for other purposes. 

IN THE SENATE OF THE UNITED STATES 

SEPTEMBER 29, 2021 

Ms. WARREN introduced the following bill; which was read twice and referred 

to the Committee on Banking, Housing, and Urban Affairs 

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 2021’’. 

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. 

Sec. 7. Managerial criteria for certain merger transactions. 


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Sec. 8. Competitive effects. 

Sec. 9. Transparency in merger review. 

Sec. 10. Financial stability exception. 

Sec. 11. Prior approval requirements. 

Sec. 12. Citizen standing. 

Sec. 13. Savings and loan holding company acquisitions and merger transactions. 

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 


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1 1002 of the Consumer Financial Protection Act of 2010 

2 (12 U.S.C. 5481(14))) without the prior written approval 

3 of the Director. 

4 (c) CONSIDERATIONS.—In considering an application 

5 under subsection (a), the Director shall— 

6 (1) consider the records of the covered appli7 cant and the person with respect to compliance with 

8 the Federal consumer financial laws; and 

9 (2) deny such application if the resulting insti10 tution would not have adequate systems in place to 

11 ensure compliance with the Federal consumer finan12 cial laws. 

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

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

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

16 Insurance Act (12 U.S.C. 1813)) or a depository institu17 tion holding company (as defined in such section) with 

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

19 SEC. 3. COST-BENEFIT ANALYSIS FOR MERGER TRANS20 ACTIONS. 

21 (a) INSURED DEPOSITORY INSTITUTIONS.—Section 

22 18(c) of the Federal Deposit Insurance Act (12 U.S.C. 

23 1828(c)) is amended by adding at the end the following 

24 new paragraph: 

25 ‘‘(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 22:39 Oct 01, 2021 Jkt 019200 PO 00000 Frm 00005 Fmt 6652 Sfmt 6201 E:\BILLS\S2882.IS S2882

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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 22:39 Oct 01, 2021 Jkt 019200 PO 00000 Frm 00011 Fmt 6652 Sfmt 6201 E:\BILLS\S2882.IS S2882

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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 application 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 22:39 Oct 01, 2021 Jkt 019200 PO 00000 Frm 00018 Fmt 6652 Sfmt 6201 E:\BILLS\S2882.IS S2882

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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) of the Bank Holding Company 

9 Act of 1956 (12 U.S.C. 1843(j)), as amended by 

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

11 the following new paragraphs: 

12 ‘‘(8) STRESS TESTS.— 

13 ‘‘(A) IN GENERAL.—If a resulting com14 pany will have total consolidated assets greater 

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

16 shall evaluate the pro forma balance sheet of 

17 the resulting company to determine whether 

18 such resulting company would have the capital, 

19 on a total consolidated basis, necessary to ab20 sorb losses as a result of adverse economic con21 ditions. 

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

23 deny a notice submitted pursuant to this sub24 section if the resulting company would not re25 main at least adequately capitalized in severely 


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1 adverse economic conditions under the evalua2 tion described in subparagraph (A).’’. 

3 (b) WELL CAPITALIZED THRESHOLDS.— 

4 (1) DEFINITION OF WELL CAPITALIZED FOR

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

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

7 1831u(g)) is amended by adding at the end the fol8 lowing new paragraph: 

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

10 capitalized’ means, with respect to an insured depos11 itory institution with total consolidated assets of 

12 $10,000,000,000 or more, that such institution ex13 ceeds the required minimum level for each relevant 

14 capital measure to be considered adequately capital15 ized (as determined under section 38) by at least 50 

16 percent of such minimum.’’. 

17 (2) BANK HOLDING COMPANIES.—Section 

18 2(o)(B)(ii) of the Bank Holding Company Act of 

19 1956 (12 U.S.C. 1841(o)(B)(ii)) is amended to read 

20 as follows: 

21 ‘‘(ii) WELL CAPITALIZED.—A bank 

22 holding company is ‘well capitalized’ if— 

23 ‘‘(I) with respect to a company 

24 that has total consolidated assets of 

25 $10,000,000,000 or more, it exceeds 


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1 the required minimum level for each 

2 relevant capital measure (as deter3 mined by the Board) by at least 50 

4 percent of such minimum; and 

5 ‘‘(II) with respect to a company 

6 that has total consolidated assets of 

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

8 the required capital levels for well 

9 capitalized bank holding companies 

10 established by the Board.’’. 

11 SEC. 7. MANAGERIAL CRITERIA FOR CERTAIN MERGER 

12 TRANSACTIONS. 

13 (a) INSURED DEPOSITORY INSTITUTIONS.—Section 

14 18(c) of the Federal Deposit Insurance Act (12 U.S.C. 

15 1828(c)), as amended by sections 3(a), 4(a), and 5(a) of 

16 this Act, is amended by adding at the end the following: 

17 ‘‘(18)(A) In this paragraph, the term ‘covered trans18 action’ means a merger transaction in which the resulting 

19 company would have more than $100,000,000,000 in total 

20 assets. 

21 ‘‘(B) An application for approval of a covered trans22 action shall include the name of each individual who will 

23 serve on the board of directors or serve as a senior execu24 tive officer of the resulting company. 


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1 ‘‘(C) The responsible agency shall make a written 

2 evaluation of the competence, experience, character, and 

3 integrity of each individual described in subparagraph (B). 

4 ‘‘(D) The responsible agency shall not approve a cov5 ered transaction if the responsible agency determines that 

6 the competence, experience, character, or integrity of any 

7 individual described in subparagraph (B) indicates that it 

8 would not be in the best interests of the depositors of the 

9 depository institution or in the best interests of the public 

10 to permit the individual to be employed by, or associated 

11 with, the resulting company. 

12 ‘‘(E) The responsible agency shall make any written 

13 evaluation described in subparagraph (C) publicly avail14 able after the date on which the responsible agency ap15 proves or denies a covered transaction.’’. 

16 (b) BANK HOLDING COMPANIES.— 

17 (1) ACQUISITION OF BANK SHARES OR AS18 SETS.—Section 3(c) of the Bank Holding Company 

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

20 sections 3(b)(1), 4(b)(1), and 6(a)(1) of this Act, is 

21 amended by adding at the end the following: 

22 ‘‘(12) COVERED TRANSACTIONS.— 

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

24 term ‘covered transaction’ means an acquisi25 tion, merger, or consolidation under this section 


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1 in which the resulting company would have 

2 more than $100,000,000,000 in total assets. 

3 ‘‘(B) LISTING OF MEMBERS OF THE

4 BOARD OF DIRECTORS AND SENIOR EXECUTIVE

5 OFFICERS.— 

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

7 approval of a covered transaction shall in8 clude the name of each individual who will 

9 serve on the board of directors or serve as 

10 a senior executive officer of the resulting 

11 company. 

12 ‘‘(ii) WRITTEN EVALUATION.—The 

13 Board shall make a written evaluation of 

14 the competence, experience, character, and 

15 integrity of each individual described in 

16 clause (i). 

17 ‘‘(iii) BEST INTERESTS.—The Board 

18 shall not approve a covered transaction if 

19 the Board determines that the competence, 

20 experience, character, or integrity of any 

21 individual described in clause (i) indicates 

22 that it would not be in the best interests 

23 of the shareholders of the bank holding 

24 company or in the best interests of the 

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1 ployed by, or associated with, the resulting 

2 company. 

3 ‘‘(iv) PUBLICLY AVAILABLE.—The 

4 Board shall make any written evaluation 

5 described in clause (ii) publicly available 

6 after the date on which the Board ap7 proves or denies a covered transaction.’’. 

8 (2) INTERESTS IN NONBANKING ORGANIZA9 TIONS.—Section 4(j) of the Bank Holding Company 

10 Act of 1956 (12 U.S.C. 1843(j)), as amended by 

11 section 6(a)(2) of this Act, is amended by adding at 

12 the end the following: 

13 ‘‘(9) COVERED TRANSACTIONS.— 

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

15 term ‘covered transaction’ means a transaction 

16 under this subsection in which the resulting 

17 company would have more than 

18 $100,000,000,000 in total assets. 

19 ‘‘(B) LISTING OF MEMBERS OF THE

20 BOARD OF DIRECTORS AND SENIOR EXECUTIVE

21 OFFICERS.— 

22 ‘‘(i) IN GENERAL.—Notice for ap23 proval of a covered transaction shall in24 clude the name of each individual who will 

25 serve on the board of directors or serve as 


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1 a senior executive officer of the resulting 

2 company. 

3 ‘‘(ii) WRITTEN EVALUATION.—The 

4 Board shall make a written evaluation of 

5 the competence, experience, character, and 

6 integrity of each individual described in 

7 clause (i). 

8 ‘‘(iii) BEST INTERESTS.—The Board 

9 shall deny a proposed covered transaction 

10 if the Board determines that the com11 petence, experience, character, or integrity 

12 of any individual described in clause (i) in13 dicates that it would not be in the best in14 terests of the shareholders of the bank 

15 holding company or in the best interests of 

16 the public to permit the individual to be 

17 employed by, or associated with, the result18 ing company. 

19 ‘‘(iv) PUBLICLY AVAILABLE.—The 

20 Board shall make any written evaluation 

21 described in clause (ii) publicly available 

22 after the date on which the Board ap23 proves or denies a covered transaction.’’. 


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1 SEC. 8. COMPETITIVE EFFECTS. 

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 7, is further amended 

5 by adding at the end the following new paragraph: 

6 ‘‘(19) COMPETITIVE EFFECTS.— 

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

8 the responsible agency shall consider the com9 petitive effects of the proposed transaction on 

10 the market for— 

11 ‘‘(i) the cluster of commercial banking 

12 products and services, as described in 

13 United States v. Philadelphia National 

14 Bank, 374 U.S. 321 (1963); 

15 ‘‘(ii) commercial deposits; 

16 ‘‘(iii) loans to small businesses, using 

17 data reported under the Community Rein18 vestment Act of 1977 for loans to small 

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

20 gross annual revenue, and any other data 

21 the responsible agency deems appropriate 

22 to collect for this purpose; 

23 ‘‘(iv) home mortgage loans, using data 

24 reported under the Home Mortgage Disclo25 sure Act of 1975 for first-lien mortgage 

26 loans for single family homes, and any 


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1 other data the responsible agency deems 

2 appropriate to collect for this purpose; and 

3 ‘‘(v) any other financial product that 

4 comprises a substantial portion of the ac5 tivities of each bank or savings association 

6 involved in the proposed merger trans7 action, as determined by the responsible 

8 agency. 

9 ‘‘(B) GEOGRAPHIC MARKETS.—The re10 sponsible agency shall consider the competitive 

11 effects of the proposed transaction on the prod12 uct markets identified in subparagraph (A) with 

13 respect to each of the following geographic mar14 kets as defined by the United States Census 

15 Bureau: 

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

17 company would operate. 

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

19 in which the resulting company would op20 erate. 

21 ‘‘(iii) Each county in which the result22 ing company would operate. 

23 ‘‘(iv) Any other geographic area the 

24 responsible agency deems appropriate. 


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1 ‘‘(C) HERFINDAHL-HIRSCHMAN INDEX

2 THRESHOLD FOR HEIGHTENED SCRUTINY.— 

3 ‘‘(i) IN GENERAL.—When evaluating 

4 the competitive effects of the proposed 

5 transaction, the responsible agency shall 

6 apply higher scrutiny to any markets in 

7 which the transaction would result in a 

8 Herfindahl-Hirschman Index over 1800 

9 and an increase of more than 200. 

10 ‘‘(ii) RULE OF CONSTRUCTION.— 

11 Nothing in clause (i) may be construed as 

12 limiting the authority of the responsible 

13 agency to apply higher scrutiny to any 

14 markets in which the transaction would re15 sult in an Herfindahl-Hirschman Index 

16 under 1800 or an increase of less than 

17 200. 

18 ‘‘(D) ADDITIONAL CONSIDERATIONS.— 

19 When evaluating the competitive effects of the 

20 proposed transaction, the responsible agency 

21 shall consider the extent to which— 

22 ‘‘(i) the resulting institution could re23 ceive a ‘too big to fail’ subsidy; 

24 ‘‘(ii) the proposed transaction could 

25 create or intensify conflicts of interest; 


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1 ‘‘(iii) the proposed transaction could 

2 diminish product quality, including con3 sumer privacy and access to branch offices; 

4 ‘‘(iv) the proposed transaction could 

5 lead to the exploitation of consumers’ data; 

6 ‘‘(v) the proposed transaction could 

7 impair the resilience of the United States 

8 or global financial systems; 

9 ‘‘(vi) common ownership of firms in 

10 the relevant markets could impair competi11 tion; 

12 ‘‘(vii) the proposed transaction could 

13 impact wages and working standards in 

14 the relevant markets; 

15 ‘‘(viii) the proposed transaction could 

16 create or amplify existing climate and envi17 ronmental risks; and 

18 ‘‘(ix) any other factors that the re19 sponsible agency deems appropriate could 

20 impair competition.’’. 

21 (b) BANK HOLDING COMPANIES.— 

22 (1) PROPOSED ACQUISITIONS, MERGERS, OR

23 CONSOLIDATIONS.—Section 3(c) of the Bank Hold24 ing Company Act of 1956 (12 U.S.C. 1842(c)), as 


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1 amended by section 7, is further amended by adding 

2 at the end the following new paragraph: 

3 ‘‘(13) COMPETITIVE EFFECTS.— 

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

5 the Board shall consider the competitive effects 

6 of the proposed transaction on the market for— 

7 ‘‘(i) the cluster of commercial banking 

8 products and services, as described in 

9 United States v. Philadelphia National 

10 Bank, 374 U.S. 321 (1963); 

11 ‘‘(ii) commercial deposits; 

12 ‘‘(iii) loans to small businesses, using 

13 data reported under the Community Rein14 vestment Act of 1977 for loans to small 

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

16 gross annual revenue, and any other data 

17 the Board deems appropriate to collect for 

18 this purpose; 

19 ‘‘(iv) home mortgage loans, using data 

20 reported under the Home Mortgage Disclo21 sure Act of 1975 for first-lien mortgage 

22 loans for single family homes, and any 

23 other data the Board deems appropriate to 

24 collect for this purpose; and 


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1 ‘‘(v) any other financial product that 

2 comprises a substantial portion of the ac3 tivities of each bank or savings association 

4 involved in the proposed merger trans5 action, as determined by the Board. 

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

7 shall consider the competitive effects of the pro8 posed transaction on the product markets iden9 tified in subparagraph (A) with respect to each 

10 of the following geographic markets: 

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

12 company would operate. 

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

14 in which the resulting company would op15 erate. 

16 ‘‘(iii) Each county in which the result17 ing company would operate. 

18 ‘‘(iv) Any other geographic area the 

19 Board deems appropriate. 

20 ‘‘(C) HERFINDAHL-HIRSCHMAN INDEX

21 THRESHOLD FOR HEIGHTENED SCRUTINY.— 

22 ‘‘(i) IN GENERAL.—When evaluating 

23 the competitive effects of the proposed 

24 transaction, the responsible agency shall 

25 apply higher scrutiny to any markets in 


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1 which the transaction would result in a 

2 Herfindahl-Hirschman Index over 1800 

3 and an increase of more than 200. 

4 ‘‘(ii) RULE OF CONSTRUCTION.— 

5 Nothing in clause (i) may be construed as 

6 limiting the authority of the responsible 

7 agency to apply higher scrutiny to any 

8 markets in which the transaction would re9 sult in an Herfindahl-Hirschman Index 

10 under 1800 or an increase of less than 

11 200. 

12 ‘‘(D) ADDITIONAL CONSIDERATIONS.— 

13 When evaluating the competitive effects of the 

14 proposed transaction, the responsible agency 

15 shall consider the extent to which— 

16 ‘‘(i) the resulting institution could re17 ceive a ‘too big to fail’ subsidy; 

18 ‘‘(ii) the proposed transaction could 

19 create or intensify conflicts of interest; 

20 ‘‘(iii) the proposed transaction could 

21 diminish product quality, including con22 sumer privacy and access to branch offices; 

23 ‘‘(iv) the proposed transaction could 

24 lead to the exploitation of consumers’ data; 


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1 ‘‘(v) the proposed transaction could 

2 impair the resilience of the United States 

3 or global financial systems; 

4 ‘‘(vi) common ownership of firms in 

5 the relevant markets could impair competi6 tion; 

7 ‘‘(vii) the proposed transaction could 

8 impact wages and working standards in 

9 the relevant markets; 

10 ‘‘(viii) the proposed transaction could 

11 create or amplify existing climate and envi12 ronmental risks; and 

13 ‘‘(ix) any other factors that the re14 sponsible agency deems appropriate could 

15 impair competition.’’. 

16 (2) PROPOSED TRANSACTIONS OR ACTIVI17 TIES.—Section 4(j) of the Bank Holding Company 

18 Act of 1956 (12 U.S.C. 1843(j)) as amended by sec19 tion 7, is further amended is amended by adding at 

20 the end the following new paragraph: 

21 ‘‘(10) COMPETITIVE EFFECTS.— 

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

23 the Board shall consider the competitive effects 

24 of the proposed transaction on the market for— 

25 ‘‘(i) commercial deposits; 


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

2 data reported under the Community Rein3 vestment Act of 1977 for loans to small 

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

5 gross annual revenue, and any other data 

6 the Board deems appropriate to collect for 

7 this purpose; 

8 ‘‘(iii) home mortgage loans, using 

9 data reported under the Home Mortgage 

10 Disclosure Act of 1975 for first-lien mort11 gage loans for single family homes, and 

12 any other data the Board deems appro13 priate to collect for this purpose; and 

14 ‘‘(iv) any other financial product that 

15 comprises a substantial portion of the ac16 tivities of each bank or savings association 

17 involved in the proposed merger trans18 action, as determined by the Board. 

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

20 shall consider the competitive effects of the pro21 posed transaction on the product markets iden22 tified in subparagraph (A) with respect to each 

23 of the following geographic markets: 

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

25 company would operate. 


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

2 in which the resulting company would op3 erate. 

4 ‘‘(iii) Each county in which the result5 ing company would operate. 

6 ‘‘(iv) Any other geographic area the 

7 Board deems appropriate. 

8 ‘‘(C) HERFINDAHL-HIRSCHMAN INDEX

9 THRESHOLD FOR HEIGHTENED SCRUTINY.— 

10 ‘‘(i) IN GENERAL.—When evaluating 

11 the competitive effects of the proposed 

12 transaction, the responsible agency shall 

13 apply higher scrutiny to any markets in 

14 which the transaction would result in a 

15 Herfindahl-Hirschman Index over 1800 

16 and an increase of more than 200. 

17 ‘‘(ii) RULE OF CONSTRUCTION.— 

18 Nothing in clause (i) may be construed as 

19 limiting the authority of the responsible 

20 agency to apply higher scrutiny to any 

21 markets in which the transaction would re22 sult in an Herfindahl-Hirschman Index 

23 under 1800 or an increase of less than 

24 200. 


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1 ‘‘(D) ADDITIONAL CONSIDERATIONS.— 

2 When evaluating the competitive effects of the 

3 proposed transaction, the responsible agency 

4 shall consider the extent to which— 

5 ‘‘(i) the resulting institution could re6 ceive a ‘too big to fail’ subsidy; 

7 ‘‘(ii) the proposed transaction could 

8 create or intensify conflicts of interest; 

9 ‘‘(iii) the proposed transaction could 

10 diminish product quality, including con11 sumer privacy and access to branch offices; 

12 ‘‘(iv) the proposed transaction could 

13 lead to the exploitation of consumers’ data; 

14 ‘‘(v) the proposed transaction could 

15 impair the resilience of the United States 

16 or global financial systems; 

17 ‘‘(vi) common ownership of firms in 

18 the relevant markets could impair competi19 tion; 

20 ‘‘(vii) the proposed transaction could 

21 impact wages and working standards in 

22 the relevant markets; 

23 ‘‘(viii) the proposed transaction could 

24 create or amplify existing climate and envi25 ronmental risks; and 


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1 ‘‘(ix) any other factors that the re2 sponsible agency deems appropriate could 

3 impair competition.’’. 

4 SEC. 9. TRANSPARENCY IN MERGER REVIEW. 

5 (a) INSURED DEPOSITORY INSTITUTIONS.—Section 

6 18(c) of the Federal Deposit Insurance Act (12 U.S.C. 

7 1828(c)), as amended by section 8, is further amended 

8 by adding at the end the following new paragraph: 

9 ‘‘(20) TRANSPARENCY.— 

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

11 under this section— 

12 ‘‘(i) an insured depository institution 

13 shall— 

14 ‘‘(I) disclose whether any persons 

15 employed by, representing, or acting 

16 on behalf of the depository institution 

17 have had verbal or written commu18 nications with the responsible agency, 

19 a Federal reserve bank, or any other 

20 Federal regulatory agency regarding 

21 the proposed merger transaction; and 

22 ‘‘(II) identify the dates and the 

23 names of individuals involved in, and 

24 the content of, all communications de25 scribed in subclause (I); and 


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1 ‘‘(ii) the chief executive officer and 

2 chief legal officer of an insured depository 

3 institution shall certify that no persons em4 ployed by, representing, or acting on behalf 

5 of the depository institution asked for or 

6 received assurances from the responsible 

7 agency, a Federal reserve bank, or any 

8 other Federal regulatory agency that the 

9 proposed merger transaction would be ap10 proved of that there would be no barriers 

11 to such approval. 

12 ‘‘(B) UPDATES.—An insured depository in13 stitution shall update the disclosure and certifi14 cation described in subparagraph (A) as needed 

15 within 2 business days of any communication 

16 that occurs before the responsible agency makes 

17 a final decision on a proposed merger trans18 action. 

19 ‘‘(C) PUBLICATION.—The responsible 

20 agency shall publish on the website of such 

21 agency the disclosure, certification, and any up22 dates required under this paragraph within 1 

23 business day of receipt.’’. 

24 (b) BANK HOLDING COMPANIES.— 


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1 (1) PROPOSED ACQUISITIONS, MERGERS, OR

2 CONSOLIDATIONS.—Section 3(c) of the Bank Hold3 ing Company Act of 1956 (12 U.S.C. 1842(c)), as 

4 amended by section 8, is further amended by adding 

5 at the end the following new paragraph: 

6 ‘‘(14) TRANSPARENCY.— 

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

8 under this section— 

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

10 ‘‘(I) disclose whether any persons 

11 employed by, representing, or acting 

12 on behalf of the bank holding com13 pany have had verbal or written com14 munications with the Board, a Fed15 eral reserve bank, or any other Fed16 eral regulatory agency regarding the 

17 proposal; and 

18 ‘‘(II) identify the dates and the 

19 names of individuals involved in, and 

20 the content of, all communications de21 scribed in subclause (I); and 

22 ‘‘(ii) the chief executive officer and 

23 chief legal officer of a bank holding com24 pany shall certify that no persons em25 ployed by, representing, or acting on behalf 


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1 of the bank holding company asked for or 

2 received assurances from the Board, a 

3 Federal reserve bank, or any other Federal 

4 regulatory agency that the proposal would 

5 be approved of that there would be no bar6 riers to such approval. 

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

8 shall update the disclosure and certification de9 scribed in subparagraph (A) as needed within 2 

10 business days of any communication that occurs 

11 before the Board makes a final decision on a 

12 proposal. 

13 ‘‘(C) PUBLICATION.—The Board shall pub14 lish on the website of the Board the disclosure, 

15 certification, and any updates required under 

16 this paragraph within 1 business day of re17 ceipt.’’. 

18 (2) PROPOSED TRANSACTIONS OR ACTIVI19 TIES.—Section 4(j) of the Bank Holding Company 

20 Act of 1956 (12 U.S.C. 1843(j)) as amended by sec21 tion 8, is further amended by adding at the end the 

22 following new paragraph: 

23 ‘‘(11) TRANSPARENCY.— 

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

25 this section— 


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

2 ‘‘(I) disclose whether any persons 

3 employed by, representing, or acting 

4 on behalf of the bank holding com5 pany have had verbal or written com6 munications with the Board, a Fed7 eral reserve bank, or any other Fed8 eral regulatory agency regarding the 

9 proposal; and 

10 ‘‘(II) identify the dates and the 

11 names of individuals involved in, and 

12 the content of, all communications de13 scribed in subclause (I); and 

14 ‘‘(ii) the chief executive officer and 

15 chief legal officer of a bank holding com16 pany shall certify that no persons em17 ployed by, representing, or acting on behalf 

18 of the bank holding company asked for or 

19 received assurances from the Board, a 

20 Federal reserve bank, or any other Federal 

21 regulatory agency that the proposal would 

22 be approved of that there would be no bar23 riers to such approval. 

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

25 shall update the disclosure and certification deVerDate Sep 11 2014 22:39 Oct 01, 2021 Jkt 019200 PO 00000 Frm 00042 Fmt 6652 Sfmt 6201 E:\BILLS\S2882.IS S2882

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1 scribed in subparagraph (A) as needed within 2 

2 business days of any communication that occurs 

3 before the Board makes a final decision on a 

4 proposal. 

5 ‘‘(C) PUBLICATION.—The Board shall pub6 lish on the website of the Board the disclosure, 

7 certification, and any updates required under 

8 this paragraph within 1 business day of re9 ceipt.’’. 

10 SEC. 10. FINANCIAL STABILITY EXCEPTION. 

11 (a) INSURED DEPOSITORY INSTITUTIONS.—Section 

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

13 1828(c)), as amended by section 9, is further amended 

14 by adding at the end the following new paragraph: 

15 ‘‘(21) FSOC DETERMINATION.—Notwith16 standing paragraphs (5)(c), (14), (15), (16), and 

17 (17) of this subsection, if the Financial Stability 

Oversight Council determines by a 2 18 ⁄3 vote that a 

19 proposed merger transaction under this subsection is 

20 necessary to preserve the stability of the United 

21 States banking or financial system, the responsible 

22 agency may approve such transaction.’’. 

23 (b) BANK HOLDING COMPANIES.— 

24 (1) PROPOSED ACQUISITIONS, MERGERS, OR

25 CONSOLIDATIONS.—Section 3(c) of the Bank HoldVerDate Sep 11 2014 22:39 Oct 01, 2021 Jkt 019200 PO 00000 Frm 00043 Fmt 6652 Sfmt 6201 E:\BILLS\S2882.IS S2882

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1 ing Company Act of 1956 (12 U.S.C. 1842(c)), as 

2 amended by section 9, is further amended by adding 

3 at the end the following new paragraph: 

4 ‘‘(15) FSOC DETERMINATION.—Notwith5 standing paragraphs (7)(B), (8), (9), (10), and (11) 

6 of this subsection, if the Financial Stability Oversight Council determines by a 2 7 ⁄3 vote that a pro8 posed acquisition, merger, or consolidation under 

9 this subsection is necessary to preserve the stability 

10 of the United States banking or financial system, 

11 the Board may approve such acquisition, merger, or 

12 consolidation.’’. 

13 (2) PROPOSED TRANSACTIONS OR ACTIVI14 TIES.—Section 4(j) of the Bank Holding Company 

15 Act of 1956 (12 U.S.C. 1843(j)), as amended by 

16 section 8, is amended by adding at the end the fol17 lowing new paragraph: 

18 ‘‘(12) FSOC DETERMINATION.—Notwith19 standing paragraphs (2)(D), (2)(E), (2)(F), (2)(G), 

20 and (8) of this subsection, if the Financial Stability 

Oversight Council determines by a 2 21 ⁄3 vote that a 

22 proposed transaction or activity under this sub23 section is necessary to preserve the stability of the 

24 United States banking or financial system, the 

25 Board may approve such transaction or activity.’’. 


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1 SEC. 11. PRIOR APPROVAL REQUIREMENTS. 

2 (a) NONBANKING TRANSACTIONS OR ACTIVITIES.— 

3 (1) BANK HOLDING COMPANY ACT OF 1956.— 

4 (A) IN GENERAL.—Section 4(k)(6) of the 

5 Bank Holding Company Act of 1956 (12 

6 U.S.C. 1843(k)(6) is amended by striking sub7 paragraph (B) and inserting the following: 

8 ‘‘(B) APPROVAL REQUIRED.— 

9 ‘‘(i) IN GENERAL.—A financial hold10 ing company may not commence any activ11 ity, or acquire any company, pursuant to 

12 paragraph (4) or any regulation prescribed 

13 or order issued under paragraph (5) with14 out prior approval of the Board. 

15 ‘‘(ii) NOTICE PROCEDURES.—The pro16 cedures set forth in subsection (j)(1) shall 

17 apply to a notice pursuant to clause (i). 

18 ‘‘(iii) STANDARDS FOR REVIEW.—The 

19 standards provided in subsection (j)(2) 

20 shall apply to a notice pursuant to clause 

21 (i). 

22 ‘‘(iv) HART-SCOTT-RODINO FILING RE23 QUIREMENT.—Solely for purposes of sec24 tion 7A(c)(8) of the Clayton Act (15 

25 U.S.C. 18a(c)(8)), the transactions subject 

26 to the requirements of this paragraph shall 


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•S 2882 IS

1 be treated as if the approval of the Board 

2 is not required.’’. 

3 (B) TECHNICAL AND CONFORMING AMEND4 MENTS.—Section 4(j) of the Bank Holding 

5 Company Act of 1956 (12 U.S.C. 1843(j)) is 

6 amended by striking paragraphs (3) through 

7 (7). 

8 (2) FINANCIAL STABILITY ACT OF 2010.—Sec9 tion 163 of the Financial Stability Act of 2010 (12 

10 U.S.C. 5363) is amended by striking subsection (b) 

11 and inserting the following: 

12 ‘‘(b) ACQUISITION OF NONBANK COMPANIES.— 

13 ‘‘(1) PRIOR NOTICE.—A nonbank financial com14 pany supervised by the Board of Governors shall not 

15 acquire direct or indirect ownership or control of any 

16 voting shares of any company (other than an insured 

17 depository institution) that is engaged in activities 

18 described in section 4(k) of the Bank Holding Com19 pany Act of 1956 without providing written notice to 

20 the Board of Governors in advance of the trans21 action. 

22 ‘‘(2) NOTICE PROCEDURES.—The notice proce23 dures set forth in section 4(j)(1) of the Bank Hold24 ing Company Act of 1956 (12 U.S.C. 1843(j)(1)) 

25 shall apply to an acquisition of any company (other 


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•S 2882 IS

1 than an insured depository institution) by a nonbank 

2 financial company supervised by the Board of Gov3 ernors, as described in paragraph (1), including any 

4 company engaged in activities described in section 

5 4(k) of that Act. 

6 ‘‘(3) STANDARDS FOR REVIEW.—The standards 

7 provided in section 4(j)(2) of the Bank Holding 

8 Company Act of 1956 (12 U.S.C. 1843(j)(2)) shall 

9 apply to an acquisition of any company (other than 

10 insured depository institution) by a nonbank finan11 cial company supervised by the Board of Governors, 

12 as described in paragraph (1). 

13 ‘‘(4) HART-SCOTT-RODINO FILING REQUIRE14 MENT.—Solely for purposes of section 7A(c)(8) of 

15 the Clayton Act (15 U.S.C. 18a(c)(8)), the trans16 actions subject to the requirements of paragraph (1) 

17 shall be treated as if Board of Governors approval 

18 is not required.’’. 

19 (b) INTERNATIONAL ACQUISITIONS BY U.S. BANK20 ING ORGANIZATIONS.— 

21 (1) SPECIFIC CONSENT REQUIRED.—A direct or 

22 indirect investment by a U.S. banking organization 

23 in a foreign organization shall require the specific 

24 consent of the Board of Governors of the Federal 

25 Reserve System. 


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1 (2) REGULATIONS.—Not later than 180 days 

2 after the date of enactment of this Act, the Board 

3 of Governors of the Federal Reserve System shall 

4 issue regulations implementing paragraph (1). 

5 SEC. 12. CITIZEN STANDING. 

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 10, is further amended 

9 by adding at the end the following new paragraph: 

10 ‘‘(22) CITIZEN STANDING.— 

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

12 days after the approval of a merger transaction 

13 by the responsible agency under this subsection 

14 or the denial of a request for reconsideration of 

15 an application for a merger transaction, an in16 dividual may file a civil action in the appro17 priate United States district court to review 

18 such approval, regardless of whether the indi19 vidual submitted a comment or otherwise par20 ticipated in the application process for approval 

21 of the merger transaction. 

22 ‘‘(B) CONSIDERATION.—In any such ac23 tion, the court shall review de novo the issues 

24 presented, consider the matter on an expedited 

25 basis, and issue a decision within 30 days. 


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

2 civil action under this paragraph may not be re3 quired to pay the costs of the responsible agen4 cy or any party to the merger transaction that 

5 is the subject of the civil action. 

6 ‘‘(D) EFFECT ON MERGER TRANS7 ACTION.—The proposed merger transaction 

8 that is the subject of a civil action under this 

9 paragraph may not be consummated until the 

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

11 (b) BANK HOLDING COMPANIES.— 

12 (1) PROPOSED ACQUISITIONS, MERGERS, OR

13 CONSOLIDATIONS.—Section 3(c) of the Bank Hold14 ing Company Act of 1956 (12 U.S.C. 1842(c)), as 

15 amended by section 10, is further amended by add16 ing at the end the following new paragraph: 

17 ‘‘(16) CITIZEN STANDING.— 

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

19 days after the approval of an application under 

20 this section by the Board, or the denial of a re21 quest for reconsideration of such an application 

22 by the Board, an individual may file a civil ac23 tion in the appropriate United States district 

24 court to review such approval, regardless of 

25 whether the individual submitted a comment or 


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1 otherwise participated in the application proc2 ess. 

3 ‘‘(B) CONSIDERATION.—In any such ac4 tion, the court shall review de novo the issues 

5 presented, consider the matter on an expedited 

6 basis, and issue a decision within 30 days. 

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

8 civil action under this paragraph may not be re9 quired to pay the costs of the Board or any 

10 party to the application that is the subject of 

11 the civil action. 

12 ‘‘(D) EFFECT ON APPLICATION.—The pro13 posed acquisition, merger, or consolidation that 

14 is the subject of a civil action under this para15 graph may not be consummated until the court 

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

17 (2) OTHER TRANSACTIONS OR ACTIVITIES.— 

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

19 of 1956 (12 U.S.C. 1843(j)(2)), as amended by sec20 tion 5, is further amended by adding at the end the 

21 following new subparagraph: 

22 ‘‘(I) CITIZEN STANDING.— 

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

24 days after the approval of a notice under 

25 this subsection by the Board, or the denial 


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1 of a request for reconsideration of such no2 tice by the Board, an individual may file a 

3 civil action in the appropriate United 

4 States district court to review such ap5 proval, regardless of whether the individual 

6 submitted a comment or otherwise partici7 pated in the notice process. 

8 ‘‘(ii) CONSIDERATION.—In any such 

9 action, the court shall review de novo the 

10 issues presented, consider the matter on an 

11 expedited basis, and issue a decision within 

12 30 days. 

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

14 a civil action under this subparagraph may 

15 not be required to pay the costs of the 

16 Board or any party to the notice that is 

17 the subject of the civil action. 

18 ‘‘(iv) EFFECT ON NOTICE.—The pro19 posed transaction or activity that is the 

20 subject of a civil action under this sub21 paragraph may not be commenced or con22 summated until the court issues a final de23 cision in such action.’’. 


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1 SEC. 13. SAVINGS AND LOAN HOLDING COMPANY ACQUISI2 TIONS AND MERGER TRANSACTIONS. 

3 (a) Section 10(e) of the Home Owners’ Loan Act (12 

4 U.S.C. 1467a(e)) is amended by adding at the end the 

5 following: 

6 ‘‘(8) ADDITIONAL CONSIDERATIONS.— 

7 ‘‘(A) ANALYSIS OF COSTS AND BENE8 FITS.— 

9 ‘‘(i) IN GENERAL.—The Board may 

10 not approve an application under this sec11 tion unless the Board determines that the 

12 public benefits of the proposed transaction 

13 outweigh the expected costs. 

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

15 expected costs of the proposed transaction 

16 under subparagraph (A), the Board shall 

17 consider— 

18 ‘‘(I) the probable effect of the 

19 proposed transaction on the cost and 

20 availability of financial products and 

21 services; 

22 ‘‘(II) the probable effect of 

23 branch closures on customers of each 

24 company involved in the proposed 

25 transaction; 


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1 ‘‘(III) the probable effect of the 

2 proposed transaction on relevant local 

3 economies, including employment 

4 losses relating to branch closures and 

5 impacts on job quality; and 

6 ‘‘(IV) any other cost of the pro7 posed transaction that the Board con8 siders pursuant to this subsection. 

9 ‘‘(B) COMMUNITY REINVESTMENT ACT

10 PERFORMANCE.—The Board shall deny an ap11 plication under this section if either the lead in12 sured depository institution of the applicant or 

13 the insured depository institution that would be 

14 the lead insured depository institution of the re15 sulting company following consummation of the 

16 proposed transaction has received a rating 

17 lower than ‘outstanding record of meeting com18 munity credit needs’ on— 

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

20 written evaluations required under section 

21 807 of the Community Reinvestment Act 

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

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

24 available, the most recent written evalua25 tion required under such section. 


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1 ‘‘(C) COMMUNITY BENEFITS PLAN.— 

2 ‘‘(i) IN GENERAL.—In reviewing any 

3 application filed under this paragraph, the 

4 Board shall require— 

5 ‘‘(I) submission to the appro6 priate Federal financial supervisory 

7 agency of a community benefits plan; 

8 ‘‘(II) that the company consult 

9 with community-based organizations 

10 and other community stakeholders in 

11 developing the community benefits 

12 plan; and 

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

14 if any bank that would be controlled 

15 by the resulting company has received 

16 a ‘substantial noncompliance in meet17 ing community credit needs’ or ‘needs 

18 to improve record of meeting commu19 nity credit needs’ rating in any assess20 ment area during the last examination 

21 of such institution conducted pursuant 

22 to the Community Reinvestment Act 

23 of 1977. 

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

25 this paragraph, ‘community benefits plan’ 


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1 means a plan that provides measurable 

2 goals for future amounts of safe and sound 

3 loans, investments, services, and other fi4 nancial products for low- and moderate-in5 come communities and other distressed or 

6 underserved communities. 

7 ‘‘(D) FINANCIAL STABILITY.— 

8 ‘‘(i) IN GENERAL.—In every case, the 

9 Board shall take into consideration the ex10 tent to which a proposed acquisition, merg11 er, or consolidation would result in greater 

12 or more concentrated risks to the stability 

13 of the United States banking or financial 

14 system. 

15 ‘‘(ii) In considering the risk to the 

16 stability of the United States banking or 

17 financial system, the Board shall take into 

18 account— 

19 ‘‘(I) the insured depository insti20 tutions or bank holding companies 

21 that might acquire the resulting com22 pany if it were to fail after con23 summation of the proposed trans24 action; and 


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1 ‘‘(II) whether such an acquisition 

2 would result in greater or more con3 centrated risks to the stability of the 

4 United States banking or financial 

5 system. 

6 ‘‘(E) FINANCIAL CRITERIA.— 

7 ‘‘(i) WELL CAPITALIZED REQUIRE8 MENT.—The Board shall not approve any 

9 proposed acquisition, merger, or consolida10 tion unless the company is well capitalized 

11 and would remain well capitalized upon 

12 consummation of the proposed transaction. 

13 ‘‘(ii) DEFINITION.—A company is 

14 ‘well capitalized’ if— 

15 ‘‘(I) with respect to a company 

16 that has total consolidated assets of 

17 $10,000,000,000 or more, it exceeds 

18 the required minimum level for each 

19 relevant capital measure (as deter20 mined by the Board) by at least 50 

21 percent of such minimum; and 

22 ‘‘(II) with respect to a company 

23 that has total consolidated assets of 

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

25 the required capital levels for well 


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1 capitalized savings and loan holding 

2 companies established by the Board. 

3 ‘‘(iii) STRESS TESTS.— 

4 ‘‘(I) IN GENERAL.—If a resulting 

5 company will have total consolidated 

6 assets greater than or equal to 

7 $100,000,000,000, the Board shall 

8 evaluate the pro forma balance sheet 

9 of the resulting company to determine 

10 whether such resulting company 

11 would have the capital, on a total con12 solidated basis, necessary to absorb 

13 losses as a result of adverse economic 

14 conditions. 

15 ‘‘(II) CONSIDERATIONS.—The 

16 Board shall deny a notice submitted 

17 pursuant to this subsection if the re18 sulting company would not remain at 

19 least adequately capitalized in severely 

20 adverse economic conditions under the 

21 evaluation described in subparagraph 

22 (A). 

23 ‘‘(F) MANAGERIAL CRITERIA.— 

24 ‘‘(i) WELL MANAGED REQUIRE25 MENT.—The Board shall not approve any 


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1 proposed acquisition, merger, or consolida2 tion unless the company is well managed 

3 and would remain well managed upon con4 summation of the proposed transaction. 

5 ‘‘(ii) COVERED TRANSACTIONS.— 

6 ‘‘(I) DEFINITION.—In this para7 graph, the term ‘covered transaction’ 

8 means an acquisition, merger, or con9 solidation under this section in which 

10 the resulting company would have 

11 more than $100,000,000,000 in total 

12 assets. 

13 ‘‘(G) 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 ‘‘(H) COMPETITIVE EFFECTS.— 

20 ‘‘(i) PRODUCT MARKETS.—In every 

21 case, the Board shall consider the competi22 tive effects of the proposed transaction on 

23 the market for— 

24 ‘‘(I) savings association deposits; 


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1 ‘‘(II) loans to small businesses, 

2 using data reported under the Com3 munity Reinvestment Act of 1977 for 

4 loans to small businesses with less 

5 than $1,000,000 in gross annual rev6 enue, and any other data the Board 

7 deems appropriate to collect for this 

8 purpose; 

9 ‘‘(III) home mortgage loans, 

10 using data reported under the Home 

11 Mortgage Disclosure Act of 1975 for 

12 first-lien mortgage loans for single 

13 family homes, and any other data the 

14 Board deems appropriate to collect for 

15 this purpose; and 

16 ‘‘(IV) any other financial product 

17 that comprises a substantial portion 

18 of the activities of each bank or sav19 ings association involved in the pro20 posed merger transaction, as deter21 mined by the Board. 

22 ‘‘(ii) GEOGRAPHIC MARKETS.—The 

23 Board shall consider the competitive ef24 fects of the proposed transaction on the 

25 product markets identified in clause (i) 


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1 with respect to each of the following geo2 graphic markets: 

3 ‘‘(I) Each State in which the re4 sulting company would operate. 

5 ‘‘(II) Each core-based statistical 

6 area in which the resulting company 

7 would operate. 

8 ‘‘(III) Each county in which the 

9 resulting company would operate. 

10 ‘‘(IV) Any other geographic area 

11 the Board deems appropriate. 

12 ‘‘(I) HERFINDAHL-HIRSCHMAN INDEX

13 THRESHOLD FOR HEIGHTENED SCRUTINY.— 

14 ‘‘(i) IN GENERAL.—When evaluating 

15 the competitive effects of the proposed 

16 transaction, the Board shall apply higher 

17 scrutiny to any markets in which the 

18 transaction would result in a Herfindahl19 Hirschman Index over 1800 and an in20 crease of more than 200. 

21 ‘‘(ii) RULE OF CONSTRUCTION.— 

22 Nothing in clause (i) may be construed as 

23 limiting the authority of the Board to 

24 apply higher scrutiny to any markets in 

25 which the transaction would result in an 


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1 Herfindahl-Hirschman Index under 1800 

2 or an increase of less than 200. 

3 ‘‘(J) ADDITIONAL CONSIDERATIONS.— 

4 When evaluating the competitive effects of the 

5 proposed transaction, the Board shall consider 

6 the extent to which— 

7 ‘‘(i) the resulting institution could re8 ceive a ‘too big to fail’ subsidy; 

9 ‘‘(ii) the proposed transaction could 

10 create or intensify conflicts of interest; 

11 ‘‘(iii) the proposed transaction could 

12 diminish product quality, including con13 sumer privacy and access to branch offices; 

14 ‘‘(iv) the proposed transaction could 

15 lead to the exploitation of consumers’ data; 

16 ‘‘(v) the proposed transaction could 

17 impair the resilience of the United States 

18 or global financial systems; 

19 ‘‘(vi) common ownership of firms in 

20 the relevant markets could impair competi21 tion; 

22 ‘‘(vii) the proposed transaction could 

23 impact wages and working standards in 

24 the relevant markets; 


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1 ‘‘(viii) the proposed transaction could 

2 create or amplify existing climate and envi3 ronmental risks; and 

4 ‘‘(ix) any other factors that the Board 

5 deems appropriate could impair competi6 tion. 

7 ‘‘(9) TRANSPARENCY.— 

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

9 under this section— 

10 ‘‘(i) a company shall— 

11 ‘‘(I) disclose whether any persons 

12 employed by, representing, or acting 

13 on behalf of the company have had 

14 verbal or written communications with 

15 the Board, a Federal reserve bank, or 

16 any other Federal regulatory agency 

17 regarding the proposal; and 

18 ‘‘(II) identify the dates and the 

19 names of individuals involved in, and 

20 the content of, all communications in 

21 described in subclause (I); and 

22 ‘‘(ii) the chief executive officer and 

23 chief legal officer of a company shall cer24 tify that no persons employed by, rep25 resenting, or acting on behalf of the comVerDate Sep 11 2014 22:39 Oct 01, 2021 Jkt 019200 PO 00000 Frm 00063 Fmt 6652 Sfmt 6201 E:\BILLS\S2882.IS S2882

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1 pany asked for or received assurances from 

2 the Board, a Federal reserve bank, or any 

3 other Federal regulatory agency that the 

4 proposal would be approved of that there 

5 would be no barriers to such approval. 

6 ‘‘(B) UPDATES.—A company shall update 

7 the disclosure and certification described in sub8 paragraph (A) as needed within 2 business days 

9 of any communication that occurs before the 

10 Board makes a final decision on a proposal. 

11 ‘‘(C) PUBLICATION.—The Board shall pub12 lish on the website of the Board the disclosure, 

13 certification, and any updates required under 

14 this paragraph within 1 business day of receipt. 

15 ‘‘(10) FINANCIAL STABILITY EXCEPTION.—Not16 withstanding paragraphs (8)(A), (8)(B), (8)(C), and 

17 (8)(E)(iii) of this subsection, if the Financial Stability Oversight Council determines by a 2 18 ⁄3 vote that 

19 a proposed acquisition, merger, or consolidation 

20 under this subsection is necessary to preserve the 

21 stability of the United States banking or financial 

22 system, the Board may approve such acquisition, 

23 merger, or consolidation. 

24 ‘‘(11) CITIZEN STANDING.— 


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

2 days after the approval of an application under 

3 this section by the Board, or the denial of a re4 quest for reconsideration of such an application 

5 by the Board, an individual may file a civil ac6 tion in the appropriate United States district 

7 court to review such approval, regardless of 

8 whether the individual submitted a comment or 

9 otherwise participated in the application proc10 ess. 

11 ‘‘(B) CONSIDERATION.—In any such ac12 tion, the court shall review de novo the issues 

13 presented, consider the matter on an expedited 

14 basis, and issue a decision within 30 days. 

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

16 civil action under this paragraph may not be re17 quired to pay the costs of the Board or any 

18 party to the application that is the subject of 

19 the civil action. 

20 ‘‘(D) EFFECT ON APPLICATION.—The pro21 posed acquisition, merger, or consolidation that 

22 is the subject of a civil action under this para23 graph may not be consummated until the court 

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

Æ 


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