I 
117TH CONGRESS 
1ST SESSION H. R. 5419 
To amend certain banking laws to establish requirements for bank mergers, 
and for other purposes. 
IN THE HOUSE OF REPRESENTATIVES 
SEPTEMBER 29, 2021 
Mr. GARCI´A of Illinois 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. 
Be it enacted by the Senate and House of Representa-
tives of the United States of America in Congress assembled, 
SECTION 1. SHORT TITLE; TABLE OF CONTENTS. 
(a) SHORT TITLE.—This Act may be cited as the 
‘‘Bank Merger Review Modernization Act of 2021’’. 
(b) TABLE OF CONTENTS.—The table of contents for 
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 trans-
actions. 
SEC. 2. COMPLIANCE WITH FEDERAL CONSUMER FINAN-
CIAL LAWS. 
(a) APPLICATION
FOR
MERGERS
OR
ACQUISI-
TIONS.— 
(1) IN
GENERAL.—Not later than 180 days 
after the date of the enactment of this Act, the Di-
rector of the Bureau of Consumer Financial Protec-
tion shall establish procedures for a covered appli-
cant to submit an application to directly or indirectly 
merge with, or directly or indirectly acquire, a per-
son that offers or provides consumer financial prod-
ucts or services (as defined in section 1002 of the 
Consumer Financial Protection Act of 2010 (12 
U.S.C. 5481(14))). 
(2) PUBLIC
COMMENT.—The Director shall 
allow a period of at least 30 days for public com-
ment on applications submitted under paragraph 
(1). 
(b) PROHIBITION.—It shall be unlawful for a covered 
applicant to directly or indirectly merge with, or directly 
or indirectly acquire, a person that offers or provides con-
sumer financial products or services (as defined in section 
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1002 of the Consumer Financial Protection Act of 2010 
(12 U.S.C. 5481(14))) without the prior written approval 
of the Director. 
(c) CONSIDERATIONS.—In considering an application 
under subsection (a), the Director shall— 
(1) consider the records of the covered appli-
cant and the person with respect to compliance with 
the Federal consumer financial laws; and 
(2) deny such application if the resulting insti-
tution would not have adequate systems in place to 
ensure compliance with the Federal consumer finan-
cial laws. 
(d) COVERED APPLICANT DEFINED.—In this section, 
the term ‘‘covered applicant’’ means an insured depository 
institution (as defined in section 3 of the Federal Deposit 
Insurance Act (12 U.S.C. 1813)) or a depository institu-
tion holding company (as defined in such section) with 
more than $10,000,000,000 in total assets. 
SEC. 3. COST-BENEFIT ANALYSIS FOR MERGER TRANS-
ACTIONS. 
(a) INSURED DEPOSITORY INSTITUTIONS.—Section 
18(c) of the Federal Deposit Insurance Act (12 U.S.C. 
1828(c)) is amended by adding at the end the following 
new paragraph: 
‘‘(14) ANALYSIS OF COSTS AND BENEFITS.— 
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‘‘(A) IN GENERAL.—The responsible agen-
cy shall not approve any proposed merger 
transaction under this subsection unless the re-
sponsible agency determines that the public 
benefits of the merger transaction outweigh the 
expected costs. 
‘‘(B) EVALUATION.—In evaluating the ex-
pected costs of the proposed merger transaction 
under subparagraph (A), the responsible agency 
shall consider— 
‘‘(i) the probable effect of the pro-
posed merger transaction on the cost and 
availability of financial products and serv-
ices; 
‘‘(ii) the probable effect of branch clo-
sures on customers of each bank or savings 
association involved in the proposed merger 
transaction; 
‘‘(iii) the probable effect of the pro-
posed merger transaction on relevant local 
economies, including employment losses re-
lating to branch closures and impacts on 
job quality; and 
‘‘(iv) any other cost of the proposed 
merger transaction that the responsible 
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agency considers pursuant to this sub-
section.’’. 
(b) BANK HOLDING COMPANIES.— 
(1) PROPOSED
ACQUISITIONS, MERGERS, OR 
CONSOLIDATIONS.—Section 3(c) of the Bank Hold-
ing Company Act of 1956 (12 U.S.C. 1842(c)) is 
amended by adding at the end the following new 
paragraph: 
‘‘(8) ANALYSIS OF COSTS AND BENEFITS.— 
‘‘(A) IN GENERAL.—The Board may not 
approve an application under this section unless 
the Board determines that the public benefits of 
the proposed transaction outweigh the expected 
costs. 
‘‘(B) EVALUATION.—In evaluating the ex-
pected costs of the proposed transaction under 
subparagraph (A), the Board shall consider— 
‘‘(i) the probable effect of the pro-
posed transaction on the cost and avail-
ability of financial products and services; 
‘‘(ii) the probable effect of branch clo-
sures on customers of each company in-
volved in the proposed transaction; 
‘‘(iii) the probable effect of the pro-
posed transaction on relevant local econo-
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mies, including employment losses relating 
to branch closures and impacts on job 
quality; and 
‘‘(iv) any other cost of the proposed 
transaction that the Board considers pur-
suant to this subsection.’’. 
(2) OTHER
TRANSACTIONS
OR
ACTIVITIES.— 
Section 4(j)(2) of the Bank Holding Company Act 
of 1956 (12 U.S.C. 1843(j)(2)) is amended by add-
ing at the end the following new subparagraph: 
‘‘(D) ANALYSIS
OF
COSTS
AND
BENE-
FITS.— 
‘‘(i) IN GENERAL.—The Board shall 
deny a notice filed pursuant to this sub-
section unless the Board determines that 
the public benefits of the proposed trans-
action or activity described in the notice 
outweigh the expected costs. 
‘‘(ii) EVALUATION.—In evaluating the 
expected costs of the proposed transaction 
under subparagraph (A), the Board shall 
consider— 
‘‘(I) the probable effect of the 
proposed transaction or activity on 
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the cost and availability of financial 
products and services; 
‘‘(II) the probable effect of 
branch closures on customers of each 
company involved in the proposed 
transaction or activity; 
‘‘(III) the probable effect of the 
proposed transaction or activity on 
relevant local economies, including 
employment losses relating to branch 
closures and impacts on job quality; 
and 
‘‘(IV) any other cost of the pro-
posed transaction or activity that the 
Board considers pursuant to this 
paragraph.’’. 
SEC. 4. COMMUNITY REINVESTMENT ACT PERFORMANCE. 
(a) INSURED DEPOSITORY INSTITUTIONS.—Section 
18(c) of the Federal Deposit Insurance Act (12 U.S.C. 
1828(c)), as amended by section 3, is further amended 
by adding at the end the following new paragraphs: 
‘‘(15) COMMUNITY
REINVESTMENT
ACT
PER-
FORMANCE.—The responsible agency shall not ap-
prove a proposed merger transaction under this sec-
tion if the largest insured depository institution that 
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is party to such transaction, based on a comparison 
of the average total risk-weighted assets controlled 
by each insured depository institution that is party 
to such transaction during the previous 12-month 
period, has received a rating lower than ‘outstanding 
record of meeting community credit needs’ on— 
‘‘(A) two out of the three most recent writ-
ten evaluations required under section 807 of 
the Community Reinvestment Act of 1977 (12 
U.S.C. 2906); or 
‘‘(B) if three such evaluations are not 
available, the most recent written evaluation re-
quired under such section. 
‘‘(16) COMMUNITY BENEFITS PLAN.— 
‘‘(A) IN GENERAL.—In reviewing any ap-
plication filed under this paragraph, the respon-
sible agency shall require— 
‘‘(i) submission to the appropriate 
Federal financial supervisory agency of a 
community benefits plan; 
‘‘(ii) that the insured depository insti-
tution consult with community-based orga-
nizations and other community stake-
holders in developing the community bene-
fits plan; and 
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‘‘(iii) a public hearing to be held if 
any insured depository institution involved 
in the transaction has received a ‘substan-
tial noncompliance in meeting community 
credit needs’ or ‘needs to improve record of 
meeting community credit needs’ rating in 
any assessment area during the last exam-
ination of such institution conducted pur-
suant to the Community Reinvestment Act 
of 1977. 
‘‘(B) DEFINITION.—For purposes of this 
paragraph, ‘community benefits plan’ means a 
plan that provides measurable goals for future 
amounts of safe and sound loans, investments, 
services, and other financial products for low- 
and moderate-income communities and other 
distressed or underserved communities.’’. 
(b) BANK HOLDING COMPANIES.— 
(1) PROPOSED
ACQUISITIONS, MERGERS, OR 
CONSOLIDATIONS.—Section 3(c) of the Bank Hold-
ing Company Act of 1956 (12 U.S.C. 1842(c)), as 
amended by section 3, is further amended by adding 
at the end the following new paragraphs: 
‘‘(9) COMMUNITY
REINVESTMENT
ACT
PER-
FORMANCE.—The Board shall deny an application 
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under this section if either the lead insured deposi-
tory institution of the applicant or the insured de-
pository institution that would be the lead insured 
depository institution of the resulting company fol-
lowing consummation of the proposed transaction 
has received a rating lower than ‘outstanding record 
of meeting community credit needs’ on— 
‘‘(A) two out of the three most recent writ-
ten evaluations required under section 807 of 
the Community Reinvestment Act of 1977 (12 
U.S.C. 2906); or 
‘‘(B) if three such evaluations are not 
available, the most recent written evaluation re-
quired under such section. 
‘‘(10) COMMUNITY BENEFITS PLAN.— 
‘‘(A) IN GENERAL.—In reviewing any ap-
plication filed under this paragraph, the Board 
shall require— 
‘‘(i) submission to the appropriate 
Federal financial supervisory agency of a 
community benefits plan; 
‘‘(ii) that the company consult with 
community-based organizations and other 
community stakeholders in developing the 
community benefits plan; and 
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‘‘(iii) a public hearing to be held if 
any bank that would be controlled by the 
resulting company has received a ‘substan-
tial noncompliance in meeting community 
credit needs’ or ‘needs to improve record of 
meeting community credit needs’ rating in 
any assessment area during the last exam-
ination of such institution conducted pur-
suant to the Community Reinvestment Act 
of 1977. 
‘‘(B) DEFINITION.—For purposes of this 
paragraph, ‘community benefits plan’ means a 
plan that provides measurable goals for future 
amounts of safe and sound loans, investments, 
services, and other financial products for low- 
and moderate-income communities and other 
distressed or underserved communities.’’. 
(2) OTHER
TRANSACTIONS
OR
ACTIVITIES.— 
Section 4(j)(2) of the Bank Holding Company Act 
of 1956 (12 U.S.C. 1843(j)(2)), as amended by sec-
tion 3, is further amended by adding at the end the 
following new subparagraphs: 
‘‘(E) COMMUNITY
REINVESTMENT
ACT 
PERFORMANCE.—The Board shall deny a notice 
filed pursuant to this subsection if the lead in-
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sured depository institution of the applicant or 
the insured depository institution that would be 
the lead insured depository institution of the re-
sulting company following consummation of the 
proposed transaction or activity has received a 
rating lower than ‘outstanding record of meet-
ing community credit needs’ on— 
‘‘(i) two out of the three most recent 
written evaluations required under section 
807 of the Community Reinvestment Act 
of 1977 (12 U.S.C. 2906); or 
‘‘(ii) if three such evaluations are not 
available, the most recent written evalua-
tion required under such section. 
‘‘(F) COMMUNITY BENEFITS PLAN.— 
‘‘(i) IN GENERAL.—In reviewing any 
application filed under this paragraph, the 
Board shall require— 
‘‘(I) submission to the appro-
priate Federal financial supervisory 
agency of a community benefits plan; 
‘‘(II) that the company consult 
with community-based organizations 
and other community stakeholders in 
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developing the community benefits 
plan; and 
‘‘(III) a public hearing to be held 
if any bank that would be controlled 
by the resulting company has received 
a ‘substantial noncompliance in meet-
ing community credit needs’ or ‘needs 
to improve record of meeting commu-
nity credit needs’ rating in any assess-
ment area during the last examination 
of such institution conducted pursuant 
to the Community Reinvestment Act 
of 1977. 
‘‘(ii) DEFINITION.—For purposes of 
this paragraph, ‘community benefits plan’ 
means a plan that provides measurable 
goals for future amounts of safe and sound 
loans, investments, services, and other fi-
nancial products for low- and moderate-in-
come communities and other distressed or 
underserved communities.’’. 
(c) COMMUNITY
REINVESTMENT
ACT
AMEND-
MENT.—Section 804 of the Community Reinvestment Act 
of 1977 (12 U.S.C. 2903) is amended by adding at the 
end the following new subsection: 
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‘‘(e) COMMUNITY BENEFITS PLAN.—In assessing 
and taking into account, under subsection (a), the record 
of a financial institution, the appropriate Federal financial 
supervisory agency shall consider as a factor the financial 
institution’s record of compliance with any community 
benefits plan pursuant to section 3(c)(10) or 4(j)(2)(F) 
of the Bank Holding Company Act of 1956 or section 
18(c)(16) of the Federal Deposit Insurance Act, as appli-
cable.’’. 
(d) FAIR LENDING ASSESSMENT.—Section 807(b)(1) 
of the Community Reinvestment Act of 1977 (12 U.S.C. 
2906(b)(1)) is amended— 
(1) in subparagraph (A)— 
(A) in clause (ii), by striking ‘‘and’’ at the 
end; 
(B) by redesignating clause (iii) as clause 
(iv); and 
(C) by inserting after clause (ii) the fol-
lowing new clause: 
‘‘(iii) contain statistical analyses of the in-
stitution’s fair lending performance using data 
reported under the Home Mortgage Disclosure 
Act; and’’; and 
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(2) in subparagraph (B), by striking ‘‘clauses 
(i) and (ii)’’ and inserting ‘‘clauses (i), (ii), and 
(iii)’’. 
SEC. 5. FINANCIAL STABILITY CONSIDERATIONS FOR 
MERGER TRANSACTIONS. 
(a) INSURED DEPOSITORY INSTITUTIONS.—Section 
18(c) of the Federal Deposit Insurance Act (12 U.S.C. 
1828(c)), as amended by section 4, is further amended— 
(1) in paragraph (5)— 
(A) in subparagraph (A), by striking ‘‘or’’ 
at the end; 
(B) in subparagraph (B), by striking the 
period at the end and inserting ‘‘, or’’; and 
(C) by inserting after subparagraph (B) 
the following new subparagraph: 
‘‘(C) any proposed merger transaction for which 
the resulting insured depository institution would re-
ceive a score greater than 25 on the assessment de-
scribed in paragraph (17)(B).’’; and 
(2) by adding at the end the following new 
paragraph: 
‘‘(17) FINANCIAL
STABILITY.—In considering 
the risk to the stability of the United States banking 
or financial system under paragraph (5), the respon-
sible agency shall— 
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‘‘(A) take into account— 
‘‘(i) the insured depository institutions 
or bank holding companies that might ac-
quire the applicant insured depository in-
stitution if the resulting insured depository 
institution were to fail after consummation 
of the proposed merger; and 
‘‘(ii) whether such an acquisition 
would result in greater or more con-
centrated risks to the stability of the 
United States banking or financial system; 
and 
‘‘(B) use the assessment methodology de-
veloped by the Basel Committee on Banking 
Supervision for assessing global systemically 
important banks.’’. 
(b) BANK HOLDING COMPANIES.— 
(1) PROPOSED
ACQUISITIONS, MERGERS, OR 
CONSOLIDATIONS.—Section 3(c)(7) of the Bank 
Holding 
Company 
Act 
of 
1956 
(12 
U.S.C. 
1842(c)(7)), as amended by section 4, is further 
amended— 
(A) by striking ‘‘In every case,’’ and in-
serting the following: 
‘‘(A) IN GENERAL.—In every case,’’; and 
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(B) by adding at the end the following new 
subparagraphs: 
‘‘(B) CONSIDERATIONS.—The Board shall 
not approve an application under this section 
for which the resulting company would receive 
a score greater than 25 on the assessment de-
scribed in subparagraph (C)(ii). 
‘‘(C) FINANCIAL
STABILITY.—In consid-
ering the risk to the stability of the United 
States banking or financial system, the Board 
shall— 
‘‘(i) take into account— 
‘‘(I) the insured depository insti-
tutions or bank holding companies 
that might acquire the resulting com-
pany if it were to fail after con-
summation of the proposed trans-
action; and 
‘‘(II) whether such an acquisition 
would result in greater or more con-
centrated risks to the stability of the 
United States banking or financial 
system; and 
‘‘(ii) use the assessment methodology 
developed by the Basel Committee on 
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Banking Supervision for assessing global 
systemically important banks.’’. 
(2) PROPOSED
TRANSACTIONS
OR
ACTIVI-
TIES.—Section 4(j)(2) of the Bank Holding Com-
pany Act of 1956 (12 U.S.C. 1843(j)(2)), as amend-
ed by section 4, is further amended by adding at the 
end the following new subparagraphs: 
‘‘(G) CONSIDERATIONS.—The Board shall 
deny a notice filed pursuant to this subsection 
if the resulting company would receive a score 
greater than 25 on the assessment described in 
subparagraph (H)(ii). 
‘‘(H) ASSESSMENT
OF
FINANCIAL
STA-
BILITY.—In considering the risk to the stability 
of the United States banking or financial sys-
tem, the Board shall— 
‘‘(i) take into account— 
‘‘(I) the insured depository insti-
tutions or bank holding companies 
that might acquire the applicant bank 
holding company if the resulting com-
pany were to fail after consummation 
of the proposed proposal; and 
‘‘(II) whether such an acquisition 
would result in greater or more con-
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centrated risks to the stability of the 
United States banking or financial 
system; and 
‘‘(ii) use the assessment methodology 
developed by the Basel Committee on 
Banking Supervision for assessing global 
systemically important banks.’’. 
SEC. 6. FINANCIAL CRITERIA FOR CERTAIN MERGER 
TRANSACTIONS. 
(a) STRESS TESTS.— 
(1) PROPOSED
ACQUISITIONS, MERGERS, OR 
CONSOLIDATIONS.—Section 3(c) of the Bank Hold-
ing Company Act of 1956 (12 U.S.C. 1842(c)), as 
amended by section 5, is further amended by adding 
at the end the following new paragraphs: 
‘‘(11) STRESS TESTS.— 
‘‘(A) IN
GENERAL.—If a resulting com-
pany will have total consolidated assets greater 
than or equal to $100,000,000,000, the Board 
shall evaluate the pro forma balance sheet of 
the resulting company to assess whether such 
resulting company would have the capital, on a 
total consolidated basis, necessary to absorb 
losses as a result of adverse economic condi-
tions. 
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‘‘(B) CONSIDERATIONS.—The Board shall 
not approve an application under this section 
unless the resulting company would remain at 
least adequately capitalized in severely adverse 
economic conditions under the evaluation de-
scribed in subparagraph (A).’’. 
(2) PROPOSED
TRANSACTIONS
OR
ACTIVI-
TIES.—Section 4(j) of the Bank Holding Company 
Act of 1956 (12 U.S.C. 1843(j)), as amended by 
section 5, is further amended by adding at the end 
the following new paragraphs: 
‘‘(8) STRESS TESTS.— 
‘‘(A) IN
GENERAL.—If a resulting com-
pany will have total consolidated assets greater 
than or equal to $100,000,000,000, the Board 
shall evaluate the pro forma balance sheet of 
the resulting company to determine whether 
such resulting company would have the capital, 
on a total consolidated basis, necessary to ab-
sorb losses as a result of adverse economic con-
ditions. 
‘‘(B) CONSIDERATIONS.—The Board shall 
deny a notice submitted pursuant to this sub-
section if the resulting company would not re-
main at least adequately capitalized in severely 
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adverse economic conditions under the evalua-
tion described in subparagraph (A).’’. 
(b) WELL CAPITALIZED THRESHOLDS.— 
(1) DEFINITION
OF
WELL
CAPITALIZED
FOR 
INTERSTATE BANK MERGERS.—Section 44(g) of the 
Federal 
Deposit 
Insurance 
Act 
(12 
U.S.C. 
1831u(g)) is amended by adding at the end the fol-
lowing new paragraph: 
‘‘(12) WELL
CAPITALIZED.—The term ‘well 
capitalized’ means, with respect to an insured depos-
itory institution with total consolidated assets of 
$10,000,000,000 or more, that such institution ex-
ceeds the required minimum level for each relevant 
capital measure to be considered adequately capital-
ized (as determined under section 38) by at least 50 
percent of such minimum.’’. 
(2) 
BANK
HOLDING
COMPANIES.—Section 
2(o)(B)(ii) of the Bank Holding Company Act of 
1956 (12 U.S.C. 1841(o)(B)(ii)) is amended to read 
as follows: 
‘‘(ii) WELL
CAPITALIZED.—A bank 
holding company is ‘well capitalized’ if— 
‘‘(I) with respect to a company 
that has total consolidated assets of 
$10,000,000,000 or more, it exceeds 
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the required minimum level for each 
relevant capital measure (as deter-
mined by the Board) by at least 50 
percent of such minimum; and 
‘‘(II) with respect to a company 
that has total consolidated assets of 
less than $10,000,000,000, it meets 
the required capital levels for well 
capitalized bank holding companies 
established by the Board.’’. 
SEC. 7. MANAGERIAL CRITERIA FOR CERTAIN MERGER 
TRANSACTIONS. 
(a) INSURED DEPOSITORY INSTITUTIONS.—Section 
18(c) of the Federal Deposit Insurance Act (12 U.S.C. 
1828(c)), as amended by sections 3(a), 4(a), and 5(a) of 
this Act, is amended by adding at the end the following: 
‘‘(18)(A) In this paragraph, the term ‘covered trans-
action’ means a merger transaction in which the resulting 
company would have more than $100,000,000,000 in total 
assets. 
‘‘(B) An application for approval of a covered trans-
action shall include the name of each individual who will 
serve on the board of directors or serve as a senior execu-
tive officer of the resulting company. 
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‘‘(C) The responsible agency shall make a written 
evaluation of the competence, experience, character, and 
integrity of each individual described in subparagraph (B). 
‘‘(D) The responsible agency shall not approve a cov-
ered transaction if the responsible agency determines that 
the competence, experience, character, or integrity of any 
individual described in subparagraph (B) indicates that it 
would not be in the best interests of the depositors of the 
depository institution or in the best interests of the public 
to permit the individual to be employed by, or associated 
with, the resulting company. 
‘‘(E) The responsible agency shall make any written 
evaluation described in subparagraph (C) publicly avail-
able after the date on which the responsible agency ap-
proves or denies a covered transaction.’’. 
(b) BANK HOLDING COMPANIES.— 
(1) ACQUISITION
OF
BANK
SHARES
OR
AS-
SETS.—Section 3(c) of the Bank Holding Company 
Act of 1956 (12 U.S.C. 1842(c)), as amended by 
sections 3(b)(1), 4(b)(1), and 6(a)(1) of this Act, is 
amended by adding at the end the following: 
‘‘(12) COVERED TRANSACTIONS.— 
‘‘(A) DEFINITION.—In this paragraph, the 
term ‘covered transaction’ means an acquisi-
tion, merger, or consolidation under this section 
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in which the resulting company would have 
more than $100,000,000,000 in total assets. 
‘‘(B) LISTING
OF
MEMBERS
OF
THE 
BOARD OF DIRECTORS AND SENIOR EXECUTIVE 
OFFICERS.— 
‘‘(i) IN GENERAL.—An application for 
approval of a covered transaction shall in-
clude the name of each individual who will 
serve on the board of directors or serve as 
a senior executive officer of the resulting 
company. 
‘‘(ii) 
WRITTEN
EVALUATION.—The 
Board shall make a written evaluation of 
the competence, experience, character, and 
integrity of each individual described in 
clause (i). 
‘‘(iii) BEST INTERESTS.—The Board 
shall not approve a covered transaction if 
the Board determines that the competence, 
experience, character, or integrity of any 
individual described in clause (i) indicates 
that it would not be in the best interests 
of the shareholders of the bank holding 
company or in the best interests of the 
public to permit the individual to be em-
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ployed by, or associated with, the resulting 
company. 
‘‘(iv) 
PUBLICLY
AVAILABLE.—The 
Board shall make any written evaluation 
described in clause (ii) publicly available 
after the date on which the Board ap-
proves or denies a covered transaction.’’. 
(2) INTERESTS
IN
NONBANKING
ORGANIZA-
TIONS.—Section 4(j) of the Bank Holding Company 
Act of 1956 (12 U.S.C. 1843(j)), as amended by 
section 6(a)(2) of this Act, is amended by adding at 
the end the following: 
‘‘(9) COVERED TRANSACTIONS.— 
‘‘(A) DEFINITION.—In this paragraph, the 
term ‘covered transaction’ means a transaction 
under this subsection in which the resulting 
company 
would 
have 
more 
than 
$100,000,000,000 in total assets. 
‘‘(B) LISTING
OF
MEMBERS
OF
THE 
BOARD OF DIRECTORS AND SENIOR EXECUTIVE 
OFFICERS.— 
‘‘(i) IN
GENERAL.—Notice for ap-
proval of a covered transaction shall in-
clude the name of each individual who will 
serve on the board of directors or serve as 
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a senior executive officer of the resulting 
company. 
‘‘(ii) 
WRITTEN
EVALUATION.—The 
Board shall make a written evaluation of 
the competence, experience, character, and 
integrity of each individual described in 
clause (i). 
‘‘(iii) BEST INTERESTS.—The Board 
shall deny a proposed covered transaction 
if the Board determines that the com-
petence, experience, character, or integrity 
of any individual described in clause (i) in-
dicates that it would not be in the best in-
terests of the shareholders of the bank 
holding company or in the best interests of 
the public to permit the individual to be 
employed by, or associated with, the result-
ing company. 
‘‘(iv) 
PUBLICLY
AVAILABLE.—The 
Board shall make any written evaluation 
described in clause (ii) publicly available 
after the date on which the Board ap-
proves or denies a covered transaction.’’. 
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SEC. 8. COMPETITIVE EFFECTS. 
(a) INSURED DEPOSITORY INSTITUTIONS.—Section 
18(c) of the Federal Deposit Insurance Act (12 U.S.C. 
1828(c)), as amended by section 7, is further amended 
by adding at the end the following new paragraph: 
‘‘(19) COMPETITIVE EFFECTS.— 
‘‘(A) PRODUCT MARKETS.—In every case, 
the responsible agency shall consider the com-
petitive effects of the proposed transaction on 
the market for— 
‘‘(i) the cluster of commercial banking 
products and services, as described in 
United States v. Philadelphia National 
Bank, 374 U.S. 321 (1963); 
‘‘(ii) commercial deposits; 
‘‘(iii) loans to small businesses, using 
data reported under the Community Rein-
vestment Act of 1977 for loans to small 
businesses with less than $1,000,000 in 
gross annual revenue, and any other data 
the responsible agency deems appropriate 
to collect for this purpose; 
‘‘(iv) home mortgage loans, using data 
reported under the Home Mortgage Disclo-
sure Act of 1975 for first-lien mortgage 
loans for single family homes, and any 
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other data the responsible agency deems 
appropriate to collect for this purpose; and 
‘‘(v) any other financial product that 
comprises a substantial portion of the ac-
tivities of each bank or savings association 
involved in the proposed merger trans-
action, as determined by the responsible 
agency. 
‘‘(B) GEOGRAPHIC
MARKETS.—The re-
sponsible agency shall consider the competitive 
effects of the proposed transaction on the prod-
uct markets identified in subparagraph (A) with 
respect to each of the following geographic mar-
kets as defined by the United States Census 
Bureau: 
‘‘(i) Each State in which the resulting 
company would operate. 
‘‘(ii) Each core-based statistical area 
in which the resulting company would op-
erate. 
‘‘(iii) Each county in which the result-
ing company would operate. 
‘‘(iv) Any other geographic area the 
responsible agency deems appropriate. 
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‘‘(C) 
HERFINDAHL-HIRSCHMAN
INDEX 
THRESHOLD FOR HEIGHTENED SCRUTINY.— 
‘‘(i) IN GENERAL.—When evaluating 
the competitive effects of the proposed 
transaction, the responsible agency shall 
apply higher scrutiny to any markets in 
which the transaction would result in a 
Herfindahl-Hirschman Index over 1800 
and an increase of more than 200. 
‘‘(ii) 
RULE
OF
CONSTRUCTION.— 
Nothing in clause (i) may be construed as 
limiting the authority of the responsible 
agency to apply higher scrutiny to any 
markets in which the transaction would re-
sult in an Herfindahl-Hirschman Index 
under 1800 or an increase of less than 
200. 
‘‘(D) 
ADDITIONAL
CONSIDERATIONS.— 
When evaluating the competitive effects of the 
proposed transaction, the responsible agency 
shall consider the extent to which— 
‘‘(i) the resulting institution could re-
ceive a ‘too big to fail’ subsidy; 
‘‘(ii) the proposed transaction could 
create or intensify conflicts of interest; 
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‘‘(iii) the proposed transaction could 
diminish product quality, including con-
sumer privacy and access to branch offices; 
‘‘(iv) the proposed transaction could 
lead to the exploitation of consumers’ data; 
‘‘(v) the proposed transaction could 
impair the resilience of the United States 
or global financial systems; 
‘‘(vi) common ownership of firms in 
the relevant markets could impair competi-
tion; 
‘‘(vii) the proposed transaction could 
impact wages and working standards in 
the relevant markets; 
‘‘(viii) the proposed transaction could 
create or amplify existing climate and envi-
ronmental risks; and 
‘‘(ix) any other factors that the re-
sponsible agency deems appropriate could 
impair competition.’’. 
(b) BANK HOLDING COMPANIES.— 
(1) PROPOSED
ACQUISITIONS, MERGERS, OR 
CONSOLIDATIONS.—Section 3(c) of the Bank Hold-
ing Company Act of 1956 (12 U.S.C. 1842(c)), as 
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amended by section 7, is further amended by adding 
at the end the following new paragraph: 
‘‘(13) COMPETITIVE EFFECTS.— 
‘‘(A) PRODUCT MARKETS.—In every case, 
the Board shall consider the competitive effects 
of the proposed transaction on the market for— 
‘‘(i) the cluster of commercial banking 
products and services, as described in 
United States v. Philadelphia National 
Bank, 374 U.S. 321 (1963); and 
‘‘(ii) commercial deposits; 
‘‘(iii) loans to small businesses, using 
data reported under the Community Rein-
vestment Act of 1977 for loans to small 
businesses with less than $1,000,000 in 
gross annual revenue, and any other data 
the Board deems appropriate to collect for 
this purpose; 
‘‘(iv) home mortgage loans, using data 
reported under the Home Mortgage Disclo-
sure Act of 1975 for first-lien mortgage 
loans for single family homes, and any 
other data the Board deems appropriate to 
collect for this purpose; and 
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‘‘(v) any other financial product that 
comprises a substantial portion of the ac-
tivities of each bank or savings association 
involved in the proposed merger trans-
action, as determined by the Board. 
‘‘(B) GEOGRAPHIC MARKETS.—The Board 
shall consider the competitive effects of the pro-
posed transaction on the product markets iden-
tified in subparagraph (A) with respect to each 
of the following geographic markets: 
‘‘(i) Each State in which the resulting 
company would operate. 
‘‘(ii) Each core-based statistical area 
in which the resulting company would op-
erate. 
‘‘(iii) Each county in which the result-
ing company would operate. 
‘‘(iv) Any other geographic area the 
Board deems appropriate. 
‘‘(C) 
HERFINDAHL-HIRSCHMAN
INDEX 
THRESHOLD FOR HEIGHTENED SCRUTINY.— 
‘‘(i) IN GENERAL.—When evaluating 
the competitive effects of the proposed 
transaction, the responsible agency shall 
apply higher scrutiny to any markets in 
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which the transaction would result in a 
Herfindahl-Hirschman Index over 1800 
and an increase of more than 200. 
‘‘(ii) 
RULE
OF
CONSTRUCTION.— 
Nothing in clause (i) may be construed as 
limiting the authority of the responsible 
agency to apply higher scrutiny to any 
markets in which the transaction would re-
sult in an Herfindahl-Hirschman Index 
under 1800 or an increase of less than 
200. 
‘‘(D) 
ADDITIONAL
CONSIDERATIONS.— 
When evaluating the competitive effects of the 
proposed transaction, the responsible agency 
shall consider the extent to which— 
‘‘(i) the resulting institution could re-
ceive a ‘too big to fail’ subsidy; 
‘‘(ii) the proposed transaction could 
create or intensify conflicts of interest; 
‘‘(iii) the proposed transaction could 
diminish product quality, including con-
sumer privacy and access to branch offices; 
‘‘(iv) the proposed transaction could 
lead to the exploitation of consumers’ data; 
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‘‘(v) the proposed transaction could 
impair the resilience of the United States 
or global financial systems; 
‘‘(vi) common ownership of firms in 
the relevant markets could impair competi-
tion; 
‘‘(vii) the proposed transaction could 
impact wages and working standards in 
the relevant markets; 
‘‘(viii) the proposed transaction could 
create or amplify existing climate and envi-
ronmental risks; and 
‘‘(ix) any other factors that the re-
sponsible agency deems appropriate could 
impair competition.’’. 
(2) PROPOSED
TRANSACTIONS
OR
ACTIVI-
TIES.—Section 4(j) of the Bank Holding Company 
Act of 1956 (12 U.S.C. 1843(j)) as amended by sec-
tion 7, is further amended is amended by adding at 
the end the following new paragraph: 
‘‘(10) COMPETITIVE EFFECTS.— 
‘‘(A) PRODUCT MARKETS.—In every case, 
the Board shall consider the competitive effects 
of the proposed transaction on the market for— 
‘‘(i) commercial deposits; 
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‘‘(ii) loans to small businesses, using 
data reported under the Community Rein-
vestment Act of 1977 for loans to small 
businesses with less than $1,000,000 in 
gross annual revenue, and any other data 
the Board deems appropriate to collect for 
this purpose; 
‘‘(iii) home mortgage loans, using 
data reported under the Home Mortgage 
Disclosure Act of 1975 for first-lien mort-
gage loans for single family homes, and 
any other data the Board deems appro-
priate to collect for this purpose; 
‘‘(iv) any other financial product that 
comprises a substantial portion of the ac-
tivities of each bank or savings association 
involved in the proposed merger trans-
action, as determined by the Board. 
‘‘(B) GEOGRAPHIC MARKETS.—The Board 
shall consider the competitive effects of the pro-
posed transaction on the product markets iden-
tified in subparagraph (A) with respect to each 
of the following geographic markets: 
‘‘(i) Each State in which the resulting 
company would operate. 
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‘‘(ii) Each core-based statistical area 
in which the resulting company would op-
erate. 
‘‘(iii) Each county in which the result-
ing company would operate. 
‘‘(iv) Any other geographic area the 
Board deems appropriate. 
‘‘(C) 
HERFINDAHL-HIRSCHMAN
INDEX 
THRESHOLD FOR HEIGHTENED SCRUTINY.— 
‘‘(i) IN GENERAL.—When evaluating 
the competitive effects of the proposed 
transaction, the responsible agency shall 
apply higher scrutiny to any markets in 
which the transaction would result in a 
Herfindahl-Hirschman Index over 1800 
and an increase of more than 200. 
‘‘(ii) 
RULE
OF
CONSTRUCTION.— 
Nothing in clause (i) may be construed as 
limiting the authority of the responsible 
agency to apply higher scrutiny to any 
markets in which the transaction would re-
sult in an Herfindahl-Hirschman Index 
under 1800 or an increase of less than 
200. 
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‘‘(D) 
ADDITIONAL
CONSIDERATIONS.— 
When evaluating the competitive effects of the 
proposed transaction, the responsible agency 
shall consider the extent to which— 
‘‘(i) the resulting institution could re-
ceive a ‘too big to fail’ subsidy; 
‘‘(ii) the proposed transaction could 
create or intensify conflicts of interest; 
‘‘(iii) the proposed transaction could 
diminish product quality, including con-
sumer privacy and access to branch offices; 
‘‘(iv) the proposed transaction could 
lead to the exploitation of consumers’ data; 
‘‘(v) the proposed transaction could 
impair the resilience of the United States 
or global financial systems; 
‘‘(vi) common ownership of firms in 
the relevant markets could impair competi-
tion; 
‘‘(vii) the proposed transaction could 
impact wages and working standards in 
the relevant markets; 
‘‘(viii) the proposed transaction could 
create or amplify existing climate and envi-
ronmental risks; and 
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‘‘(ix) any other factors that the re-
sponsible agency deems appropriate could 
impair competition.’’. 
SEC. 9. TRANSPARENCY IN MERGER REVIEW. 
(a) INSURED DEPOSITORY INSTITUTIONS.—Section 
18(c) of the Federal Deposit Insurance Act (12 U.S.C. 
1828(c)), as amended by section 8, is further amended 
by adding at the end the following new paragraph: 
‘‘(20) TRANSPARENCY.— 
‘‘(A) IN
GENERAL.—In any application 
under this section— 
‘‘(i) an insured depository institution 
shall— 
‘‘(I) disclose whether any persons 
employed by, representing, or acting 
on behalf of the depository institution 
have had verbal or written commu-
nications with the responsible agency, 
a Federal reserve bank, or any other 
Federal regulatory agency regarding 
the proposed merger transaction; and 
‘‘(II) identify the dates and the 
names of individuals involved in, and 
the content of, all communications de-
scribed in subclause (I); and 
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‘‘(ii) the chief executive officer and 
chief legal officer of an insured depository 
institution shall certify that no persons em-
ployed by, representing, or acting on behalf 
of the depository institution asked for or 
received assurances from the responsible 
agency, a Federal reserve bank, or any 
other Federal regulatory agency that the 
proposed merger transaction would be ap-
proved of that there would be no barriers 
to such approval. 
‘‘(B) UPDATES.—An insured depository in-
stitution shall update the disclosure and certifi-
cation described in subparagraph (A) as needed 
within 2 business days of any communication 
that occurs before the responsible agency makes 
a final decision on a proposed merger trans-
action. 
‘‘(C) 
PUBLICATION.—The 
responsible 
agency shall publish on the website of such 
agency the disclosure, certification, and any up-
dates required under this paragraph within 1 
business day of receipt.’’. 
(b) BANK HOLDING COMPANIES.— 
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(1) PROPOSED
ACQUISITIONS, MERGERS, OR 
CONSOLIDATIONS.—Section 3(c) of the Bank Hold-
ing Company Act of 1956 (12 U.S.C. 1842(c)), as 
amended by section 8, is further amended by adding 
at the end the following new paragraph: 
‘‘(14) TRANSPARENCY.— 
‘‘(A) IN
GENERAL.—In any application 
under this section— 
‘‘(i) a bank holding company shall— 
‘‘(I) disclose whether any persons 
employed by, representing, or acting 
on behalf of the bank holding com-
pany have had verbal or written com-
munications with the Board, a Fed-
eral reserve bank, or any other Fed-
eral regulatory agency regarding the 
proposal; and 
‘‘(II) identify the dates and the 
names of individuals involved in, and 
the content of, all communications de-
scribed in subclause (I); and 
‘‘(ii) the chief executive officer and 
chief legal officer of a bank holding com-
pany shall certify that no persons em-
ployed by, representing, or acting on behalf 
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of the bank holding company asked for or 
received assurances from the Board, a 
Federal reserve bank, or any other Federal 
regulatory agency that the proposal would 
be approved of that there would be no bar-
riers to such approval. 
‘‘(B) UPDATES.—A bank holding company 
shall update the disclosure and certification de-
scribed in subparagraph (A) as needed within 2 
business days of any communication that occurs 
before the Board makes a final decision on a 
proposal. 
‘‘(C) PUBLICATION.—The Board shall pub-
lish on the website of the Board the disclosure, 
certification, and any updates required under 
this paragraph within 1 business day of re-
ceipt.’’. 
(2) PROPOSED
TRANSACTIONS
OR
ACTIVI-
TIES.—Section 4(j) of the Bank Holding Company 
Act of 1956 (12 U.S.C. 1843(j)) as amended by sec-
tion 8, is further amended by adding at the end the 
following new paragraph: 
‘‘(11) TRANSPARENCY.— 
‘‘(A) IN GENERAL.—In any notice under 
this section— 
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scribed in subparagraph (A) as needed within 2 
business days of any communication that occurs 
before the Board makes a final decision on a 
proposal. 
‘‘(C) PUBLICATION.—The Board shall pub-
lish on the website of the Board the disclosure, 
certification, and any updates required under 
this paragraph within 1 business day of re-
ceipt.’’. 
SEC. 10. FINANCIAL STABILITY EXCEPTION. 
(a) INSURED DEPOSITORY INSTITUTIONS.—Section 
18(c) of the Federal Deposit Insurance Act (12 U.S.C. 
1828(c)), as amended by section 9, is further amended 
by adding at the end the following new paragraph: 
‘‘(21) FSOC DETERMINATION.—Notwithstand-
ing paragraphs (5)(c), (14), (15), (16), and (17) of 
this subsection, if the Financial Stability Oversight 
Council determines by a 2⁄3 vote that a proposed 
merger transaction under this subsection is nec-
essary to preserve the stability of the United States 
banking or financial system, the responsible agency 
may approve such transaction.’’. 
(b) BANK HOLDING COMPANIES.— 
(1) PROPOSED
ACQUISITIONS, MERGERS, OR 
CONSOLIDATIONS.—Section 3(c) of the Bank Hold-
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ing Company Act of 1956 (12 U.S.C. 1842(c)), as 
amended by section 9, is further amended by adding 
at the end the following new paragraph: 
‘‘(15) FSOC DETERMINATION.—Notwithstand-
ing paragraphs (7)(B), (8), (9), (10), and (11) of 
this subsection, if the Financial Stability Oversight 
Council determines by a 2⁄3 vote that a proposed ac-
quisition, merger, or consolidation under this sub-
section is necessary to preserve the stability of the 
United States banking or financial system, the 
Board may approve such acquisition, merger, or con-
solidation.’’. 
(2) PROPOSED
TRANSACTIONS
OR
ACTIVI-
TIES.—Section 4(j) of the Bank Holding Company 
Act of 1956 (12 U.S.C. 1843(j)), as amended by 
section 8, is amended by adding at the end the fol-
lowing new paragraph: 
‘‘(12) FSOC DETERMINATION.—Notwithstand-
ing paragraphs (2)(D), (2)(E), (2)(F), (2)(G), and 
(8) of this subsection, if the Financial Stability 
Oversight Council determines by a 2⁄3 vote that a 
proposed transaction or activity under this sub-
section is necessary to preserve the stability of the 
United States banking or financial system, the 
Board may approve such transaction or activity.’’. 
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SEC. 11. PRIOR APPROVAL REQUIREMENTS. 
(a) NONBANKING TRANSACTIONS OR ACTIVITIES.— 
(1) BANK HOLDING COMPANY ACT OF 1956.— 
(A) IN GENERAL.—Section 4(k)(6) of the 
Bank Holding Company Act of 1956 (12 
U.S.C. 1843(k)(6) is amended by striking sub-
paragraph (B) and inserting the following: 
‘‘(B) APPROVAL REQUIRED.— 
‘‘(i) IN GENERAL.—A financial hold-
ing company may not commence any activ-
ity, or acquire any company, pursuant to 
paragraph (4) or any regulation prescribed 
or order issued under paragraph (5) with-
out prior approval of the Board. 
‘‘(ii) NOTICE PROCEDURES.—The pro-
cedures set forth in subsection (j)(1) shall 
apply to a notice pursuant to clause (i). 
‘‘(iii) STANDARDS FOR REVIEW.—The 
standards provided in subsection (j)(2) 
shall apply to a notice pursuant to clause 
(i). 
‘‘(iv) HART-SCOTT-RODINO FILING RE-
QUIREMENT.—Solely for purposes of sec-
tion 7A(c)(8) of the Clayton Act (15 
U.S.C. 18a(c)(8)), the transactions subject 
to the requirements of this paragraph shall 
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be treated as if the approval of the Board 
is not required.’’. 
(B) TECHNICAL AND CONFORMING AMEND-
MENTS.—Section 4(j) of the Bank Holding 
Company Act of 1956 (12 U.S.C. 1843(j)) is 
amended by striking paragraphs (3) through 
(7). 
(2) FINANCIAL STABILITY ACT OF 2010.—Sec-
tion 163 of the Financial Stability Act of 2010 (12 
U.S.C. 5363) is amended by striking subsection (b) 
and inserting the following: 
‘‘(b) ACQUISITION OF NONBANK COMPANIES.— 
‘‘(1) PRIOR NOTICE.—A nonbank financial com-
pany supervised by the Board of Governors shall not 
acquire direct or indirect ownership or control of any 
voting shares of any company (other than an insured 
depository institution) that is engaged in activities 
described in section 4(k) of the Bank Holding Com-
pany Act of 1956 without providing written notice to 
the Board of Governors in advance of the trans-
action. 
‘‘(2) NOTICE PROCEDURES.—The notice proce-
dures set forth in section 4(j)(1) of the Bank Hold-
ing Company Act of 1956 (12 U.S.C. 1843(j)(1)) 
shall apply to an acquisition of any company (other 
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than an insured depository institution) by a nonbank 
financial company supervised by the Board of Gov-
ernors, as described in paragraph (1), including any 
company engaged in activities described in section 
4(k) of that Act. 
‘‘(3) STANDARDS FOR REVIEW.—The standards 
provided in section 4(j)(2) of the Bank Holding 
Company Act of 1956 (12 U.S.C. 1843(j)(2)) shall 
apply to an acquisition of any company (other than 
insured depository institution) by a nonbank finan-
cial company supervised by the Board of Governors, 
as described in paragraph (1). 
‘‘(4) HART-SCOTT-RODINO
FILING
REQUIRE-
MENT.—Solely for purposes of section 7A(c)(8) of 
the Clayton Act (15 U.S.C. 18a(c)(8)), the trans-
actions subject to the requirements of paragraph (1) 
shall be treated as if Board of Governors approval 
is not required.’’. 
(b) INTERNATIONAL ACQUISITIONS BY U.S. BANK-
ING ORGANIZATIONS.— 
(1) SPECIFIC CONSENT REQUIRED.—A direct or 
indirect investment by a U.S. banking organization 
in a foreign organization shall require the specific 
consent of the Board of Governors of the Federal 
Reserve System. 
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(2) REGULATIONS.—Not later than 180 days 
after the date of enactment of this Act, the Board 
of Governors of the Federal Reserve System shall 
issue regulations implementing paragraph (1). 
SEC. 12. CITIZEN STANDING. 
(a) INSURED DEPOSITORY INSTITUTIONS.—Section 
18(c) of the Federal Deposit Insurance Act (12 U.S.C. 
1828(c)), as amended by section 10, is further amended 
by adding at the end the following new paragraph: 
‘‘(22) CITIZEN STANDING.— 
‘‘(A) IN
GENERAL.—Not later than 10 
days after the approval of a merger transaction 
by the responsible agency under this subsection 
or the denial of a request for reconsideration of 
an application for a merger transaction, an in-
dividual may file a civil action in the appro-
priate United States district court to review 
such approval, regardless of whether the indi-
vidual submitted a comment or otherwise par-
ticipated in the application process for approval 
of the merger transaction. 
‘‘(B) CONSIDERATION.—In any such ac-
tion, the court shall review de novo the issues 
presented, consider the matter on an expedited 
basis, and issue a decision within 30 days. 
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‘‘(C) COSTS.—An individual who files a 
civil action under this paragraph may not be re-
quired to pay the costs of the responsible agen-
cy or any party to the merger transaction that 
is the subject of the civil action. 
‘‘(D) 
EFFECT
ON
MERGER
TRANS-
ACTION.—The proposed merger transaction 
that is the subject of a civil action under this 
paragraph may not be consummated until the 
court issues a final decision in such action.’’. 
(b) BANK HOLDING COMPANIES.— 
(1) PROPOSED
ACQUISITIONS, MERGERS, OR 
CONSOLIDATIONS.—Section 3(c) of the Bank Hold-
ing Company Act of 1956 (12 U.S.C. 1842(c)), as 
amended by section 10, is further amended by add-
ing at the end the following new paragraph: 
‘‘(16) CITIZEN STANDING.— 
‘‘(A) IN
GENERAL.—Not later than 10 
days after the approval of an application under 
this section by the Board, or the denial of a re-
quest for reconsideration of such an application 
by the Board, an individual may file a civil ac-
tion in the appropriate United States district 
court to review such approval, regardless of 
whether the individual submitted a comment or 
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otherwise participated in the application proc-
ess. 
‘‘(B) CONSIDERATION.—In any such ac-
tion, the court shall review de novo the issues 
presented, consider the matter on an expedited 
basis, and issue a decision within 30 days. 
‘‘(C) COSTS.—An individual who files a 
civil action under this paragraph may not be re-
quired to pay the costs of the Board or any 
party to the application that is the subject of 
the civil action. 
‘‘(D) EFFECT ON APPLICATION.—The pro-
posed acquisition, merger, or consolidation that 
is the subject of a civil action under this para-
graph may not be consummated until the court 
issues a final decision in such action.’’. 
(2) OTHER
TRANSACTIONS
OR
ACTIVITIES.— 
Section 4(j)(2) of the Bank Holding Company Act 
of 1956 (12 U.S.C. 1843(j)(2)), as amended by sec-
tion 5, is further amended by adding at the end the 
following new subparagraph: 
‘‘(I) CITIZEN STANDING.— 
‘‘(i) IN GENERAL.—Not later than 10 
days after the approval of a notice under 
this subsection by the Board, or the denial 
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of a request for reconsideration of such no-
tice by the Board, an individual may file a 
civil action in the appropriate United 
States district court to review such ap-
proval, regardless of whether the individual 
submitted a comment or otherwise partici-
pated in the notice process. 
‘‘(ii) CONSIDERATION.—In any such 
action, the court shall review de novo the 
issues presented, consider the matter on an 
expedited basis, and issue a decision within 
30 days. 
‘‘(iii) COSTS.—An individual who files 
a civil action under this subparagraph may 
not be required to pay the costs of the 
Board or any party to the notice that is 
the subject of the civil action. 
‘‘(iv) EFFECT ON NOTICE.—The pro-
posed transaction or activity that is the 
subject of a civil action under this sub-
paragraph may not be commenced or con-
summated until the court issues a final de-
cision in such action.’’. 
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SEC. 13. SAVINGS AND LOAN HOLDING COMPANY ACQUISI-
TIONS AND MERGER TRANSACTIONS. 
(a) Section 10(e) of the Home Owners’ Loan Act (12 
U.S.C. 1467a(e)) is amended by adding at the end the 
following: 
‘‘(8) ADDITIONAL CONSIDERATIONS.— 
‘‘(A) ANALYSIS
OF
COSTS
AND
BENE-
FITS.— 
‘‘(i) IN
GENERAL.—The Board may 
not approve an application under this sec-
tion unless the Board determines that the 
public benefits of the proposed transaction 
outweigh the expected costs. 
‘‘(ii) EVALUATION.—In evaluating the 
expected costs of the proposed transaction 
under subparagraph (A), the Board shall 
consider— 
‘‘(I) the probable effect of the 
proposed transaction on the cost and 
availability of financial products and 
services; 
‘‘(II) the probable effect of 
branch closures on customers of each 
company involved in the proposed 
transaction; 
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‘‘(III) the probable effect of the 
proposed transaction on relevant local 
economies, 
including 
employment 
losses relating to branch closures and 
impacts on job quality; and 
‘‘(IV) any other cost of the pro-
posed transaction that the Board con-
siders pursuant to this subsection. 
‘‘(B) COMMUNITY
REINVESTMENT
ACT 
PERFORMANCE.—The Board shall deny an ap-
plication under this section if either the lead in-
sured depository institution of the applicant or 
the insured depository institution that would be 
the lead insured depository institution of the re-
sulting company following consummation of the 
proposed transaction has received a rating 
lower than ‘outstanding record of meeting com-
munity credit needs’ on— 
‘‘(i) two out of the three most recent 
written evaluations required under section 
807 of the Community Reinvestment Act 
of 1977 (12 U.S.C. 2906); or 
‘‘(ii) if three such evaluations are not 
available, the most recent written evalua-
tion required under such section. 
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‘‘(C) COMMUNITY BENEFITS PLAN.— 
‘‘(i) IN GENERAL.—In reviewing any 
application filed under this paragraph, the 
Board shall require— 
‘‘(I) submission to the appro-
priate Federal financial supervisory 
agency of a community benefits plan; 
‘‘(II) that the company consult 
with community-based organizations 
and other community stakeholders in 
developing the community benefits 
plan; and 
‘‘(III) a public hearing to be held 
if any bank that would be controlled 
by the resulting company has received 
a ‘substantial noncompliance in meet-
ing community credit needs’ or ‘needs 
to improve record of meeting commu-
nity credit needs’ rating in any assess-
ment area during the last examination 
of such institution conducted pursuant 
to the Community Reinvestment Act 
of 1977. 
‘‘(ii) DEFINITION.—For purposes of 
this paragraph, ‘community benefits plan’ 
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means a plan that provides measurable 
goals for future amounts of safe and sound 
loans, investments, services, and other fi-
nancial products for low- and moderate-in-
come communities and other distressed or 
underserved communities. 
‘‘(D) FINANCIAL STABILITY.— 
‘‘(i) IN GENERAL.—In every case, the 
Board shall take into consideration the ex-
tent to which a proposed acquisition, merg-
er, or consolidation would result in greater 
or more concentrated risks to the stability 
of the United States banking or financial 
system. 
‘‘(ii) In considering the risk to the 
stability of the United States banking or 
financial system, the Board shall take into 
account— 
‘‘(I) the insured depository insti-
tutions or bank holding companies 
that might acquire the resulting com-
pany if it were to fail after con-
summation of the proposed trans-
action; and 
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‘‘(II) whether such an acquisition 
would result in greater or more con-
centrated risks to the stability of the 
United States banking or financial 
system. 
‘‘(E) FINANCIAL CRITERIA.— 
‘‘(i) WELL
CAPITALIZED
REQUIRE-
MENT.—The Board shall not approve any 
proposed acquisition, merger, or consolida-
tion unless the company is well capitalized 
and would remain well capitalized upon 
consummation of the proposed transaction. 
‘‘(ii) DEFINITION.—A company is 
‘well capitalized’ if— 
‘‘(I) with respect to a company 
that has total consolidated assets of 
$10,000,000,000 or more, it exceeds 
the required minimum level for each 
relevant capital measure (as deter-
mined by the Board) by at least 50 
percent of such minimum; and 
‘‘(II) with respect to a company 
that has total consolidated assets of 
less than $10,000,000,000, it meets 
the required capital levels for well 
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capitalized savings and loan holding 
companies established by the Board. 
‘‘(iii) STRESS TESTS.— 
‘‘(I) IN GENERAL.—If a resulting 
company will have total consolidated 
assets greater than or equal to 
$100,000,000,000, the Board shall 
evaluate the pro forma balance sheet 
of the resulting company to determine 
whether 
such 
resulting 
company 
would have the capital, on a total con-
solidated basis, necessary to absorb 
losses as a result of adverse economic 
conditions. 
‘‘(II) 
CONSIDERATIONS.—The 
Board shall deny a notice submitted 
pursuant to this subsection if the re-
sulting company would not remain at 
least adequately capitalized in severely 
adverse economic conditions under the 
evaluation described in subparagraph 
(A). 
‘‘(F) MANAGERIAL CRITERIA.— 
‘‘(i) 
WELL
MANAGED
REQUIRE-
MENT.—The Board shall not approve any 
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proposed acquisition, merger, or consolida-
tion unless the company is well managed 
and would remain well managed upon con-
summation of the proposed transaction. 
‘‘(ii) COVERED TRANSACTIONS.— 
‘‘(I) DEFINITION.—In this para-
graph, the term ‘covered transaction’ 
means an acquisition, merger, or con-
solidation under this section in which 
the resulting company would have 
more than $100,000,000,000 in total 
assets. 
‘‘(G) LISTING
OF
MEMBERS
OF
THE 
BOARD OF DIRECTORS AND SENIOR EXECUTIVE 
OFFICERS.— 
‘‘(i) IN GENERAL.—An application for 
approval of a covered transaction shall in-
clude the name of each individual who will 
serve on the board of directors or serve as 
a senior executive officer of the resulting 
company. 
‘‘(ii) 
WRITTEN
EVALUATION.—The 
Board shall make a written evaluation of 
the competence, experience, character, and 
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integrity of each individual described in 
clause (i). 
‘‘(iii) BEST INTERESTS.—The Board 
shall not approve a covered transaction if 
the Board determines that the competence, 
experience, character, or integrity of any 
individual described in clause (i) indicates 
that it would not be in the best interests 
of the shareholders of the bank holding 
company or in the best interests of the 
public to permit the individual to be em-
ployed by, or associated with, the resulting 
company. 
‘‘(iv) 
PUBLICLY
AVAILABLE.—The 
Board shall make any written evaluation 
described in clause (ii) publicly available 
after the date on which the Board ap-
proves or denies a covered transaction. 
‘‘(H) COMPETITIVE EFFECTS.— 
‘‘(i) PRODUCT
MARKETS.—In every 
case, the Board shall consider the competi-
tive effects of the proposed transaction on 
the market for— 
‘‘(I) savings association deposits; 
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‘‘(II) loans to small businesses, 
using data reported under the Com-
munity Reinvestment Act of 1977 for 
loans to small businesses with less 
than $1,000,000 in gross annual rev-
enue, and any other data the Board 
deems appropriate to collect for this 
purpose; 
‘‘(III) 
home 
mortgage 
loans, 
using data reported under the Home 
Mortgage Disclosure Act of 1975 for 
first-lien mortgage loans for single 
family homes, and any other data the 
Board deems appropriate to collect for 
this purpose; 
‘‘(IV) any other financial product 
that comprises a substantial portion 
of the activities of each bank or sav-
ings association involved in the pro-
posed merger transaction, as deter-
mined by the Board. 
‘‘(ii) GEOGRAPHIC
MARKETS.—The 
Board shall consider the competitive ef-
fects of the proposed transaction on the 
product markets identified in clause (i) 
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