IB 
Union Calendar No. 406 
119TH CONGRESS 
2D SESSION 
H. R. 6556 
[Report No. 119–475] 
To prohibit the use of certain concentration limit exceptions with respect 
to mergers involving a failed bank unless the applicable agency deter-
mines such use is necessary to prevent significant economic disruption 
or significant adverse effects on financial stability, and for other pur-
poses. 
IN THE HOUSE OF REPRESENTATIVES 
DECEMBER 10, 2025 
Mr. LYNCH introduced the following bill; which was referred to the Committee 
on Financial Services 
FEBRUARY 2, 2026 
Additional sponsor: Mr. GOTTHEIMER 
FEBRUARY 2, 2026 
Reported with an amendment, committed to the Committee of the Whole 
House on the State of the Union, and ordered to be printed 
[Strike out all after the enacting clause and insert the part printed in italic] 
[For text of introduced bill, see copy of bill as introduced on December 10, 2025] 
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A BILL 
To prohibit the use of certain concentration limit exceptions 
with respect to mergers involving a failed bank unless 
the applicable agency determines such use is necessary 
to prevent significant economic disruption or significant 
adverse effects on financial stability, and for other pur-
poses. 
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Be it enacted by the Senate and House of Representa-
tives of the United States of America in Congress assembled, 
SECTION 1. SHORT TITLE. 
This Act may be cited as the ‘‘Failing Bank Acquisi-
tion Fairness Act’’. 
SEC. 2. CONCENTRATION LIMIT EXCEPTIONS ONLY AVAIL-
ABLE TO AVOID SERIOUS ADVERSE ECO-
NOMIC OR FINANCIAL EFFECTS. 
(a) CONCENTRATION LIMITS WITH RESPECT TO DE-
POSITS.— 
(1) FEDERAL
DEPOSIT
INSURANCE
ACT.—The 
Federal Deposit Insurance Act (12 U.S.C. 1811 et 
seq.) is amended— 
(A) in section 18(c)(13)— 
(i) by amending subparagraph (B) to 
read as follows: 
‘‘(B) Subparagraph (A) shall not apply to an inter-
state merger transaction if— 
‘‘(i) such interstate merger transaction involves 1 
or more insured depository institutions in default or 
in danger of default and the responsible agency deter-
mines, based on clear and convincing evidence, that 
consummation of the proposed interstate merger 
transaction is necessary to prevent significant eco-
nomic disruption or significant adverse effects on fi-
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nancial stability, and the Corporation has not re-
ceived any qualified bid from a company that is not 
subject to the prohibition in subparagraph (A); or 
‘‘(ii) the Corporation provides assistance under 
section 13 to facilitate such interstate merger trans-
action and the responsible agency determines, based 
on clear and convincing evidence, that consummation 
of the proposed interstate merger transaction is nec-
essary to prevent significant economic disruption or 
significant adverse effects on financial stability, and 
the Corporation has not received any qualified bid 
from a company that is not subject to the prohibition 
in subparagraph (A).’’; and 
(ii) in subparagraph (C)— 
(I) in clause (i), by striking 
‘‘and’’ at the end; 
(II) in clause (ii), by striking the 
period at the end and inserting a semi-
colon; and 
(III) by adding at the end the fol-
lowing: 
‘‘(iii) the term ‘qualified bid’ means an applica-
tion, proposed application, or bid from a company 
where— 
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‘‘(I) if applicable, the company, any affil-
iate insured depository institution, and any af-
filiate depository institution holding company is 
well capitalized and well managed, as of the date 
of the application, proposed application, or bid; 
and 
‘‘(II) upon consummation of the trans-
action, the resulting insured depository institu-
tion is well capitalized; 
‘‘(iv) the term ‘well capitalized’— 
‘‘(I) with respect to an insured depository 
institution, has the meaning given such term in 
section 38(b) (12 U.S.C. 1831o(b)); 
‘‘(II) with respect to a bank holding com-
pany, has the meaning given such term in sec-
tion 2(o)(1)(B) of the Bank Holding Company 
Act of 1956 (12 U.S.C. 1841(o)(1)(B)); 
‘‘(III) with respect to a savings and loan 
holding company, has the meaning given such 
term in section 238.2 of title 12, Code of Federal 
Regulations; and 
‘‘(IV) with respect to a company that is not 
an insured depository institution, bank holding 
company, or savings and loan holding company, 
means maintaining equity capital that the Cor-
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poration determines is commensurate with the 
capital maintained by an insured depository in-
stitution that is well capitalized; and 
‘‘(v) the term ‘well managed’ has the meaning 
given such term in section 2(o)(9) of the Bank Hold-
ing Company Act of 1956 (12 U.S.C. 1841(o)(9)).’’; 
and 
(B) in section 44, by amending subsection 
(e) to read as follows: 
‘‘(e) EXCEPTION FOR BANKS IN DEFAULT OR IN DAN-
GER OF DEFAULT.— 
‘‘(1) GENERAL
EXCEPTION.—The responsible 
agency may, without regard to paragraph (1), (3), 
(4), or (5) of subsection (b) or paragraph (2), (4), or 
(5) of subsection (a), approve an application under 
subsection (a)(1) for approval of a merger transaction 
if— 
‘‘(A) the merger transaction involves 1 or 
more banks in default or in danger of default; or 
‘‘(B) the Corporation provides assistance 
under section 13(c) to facilitate such merger 
transaction. 
‘‘(2) CONCENTRATION
LIMIT
EXCEPTION.—The 
responsible agency may, without regard to subsection 
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(b)(2), approve an application under subsection 
(a)(1) for approval of a merger transaction if— 
‘‘(A) the merger transaction involves 1 or 
more banks in default or in danger of default 
and the responsible agency determines, based on 
clear and convincing evidence, that consumma-
tion of the proposed interstate merger trans-
action is necessary to prevent significant eco-
nomic disruption or significant adverse effects on 
financial stability, and the Corporation has not 
received any qualified bid from another institu-
tion that is not subject to the prohibition in sub-
section (b)(2); or 
‘‘(B) the Corporation provides assistance 
under section 13(c) to facilitate such merger 
transaction and the responsible agency deter-
mines, based on clear and convincing evidence, 
that consummation of the proposed interstate 
merger transaction is necessary to prevent sig-
nificant economic disruption or significant ad-
verse effects on financial stability, and the Cor-
poration has not received any qualified bid from 
another institution that is not subject to the pro-
hibition in subsection (b)(2). 
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