with respect to each of the following geo-
graphic markets: 
‘‘(I) Each State in which the re-
sulting company would operate. 
‘‘(II) Each core-based statistical 
area in which the resulting company 
would operate. 
‘‘(III) Each county in which the 
resulting company would operate. 
‘‘(IV) Any other geographic area 
the Board deems appropriate. 
‘‘(I) 
HERFINDAHL-HIRSCHMAN
INDEX 
THRESHOLD FOR HEIGHTENED SCRUTINY.— 
‘‘(i) IN GENERAL.—When evaluating 
the competitive effects of the proposed 
transaction, the Board shall apply higher 
scrutiny to any markets in which the 
transaction would result in a Herfindahl- 
Hirschman Index over 1800 and an in-
crease of more than 200. 
‘‘(ii) 
RULE
OF
CONSTRUCTION.— 
Nothing in clause (i) may be construed as 
limiting the authority of the Board to 
apply higher scrutiny to any markets in 
which the transaction would result in an 
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Herfindahl-Hirschman Index under 1800 
or an increase of less than 200. 
‘‘(J) 
ADDITIONAL
CONSIDERATIONS.— 
When evaluating the competitive effects of the 
proposed transaction, the Board 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; 
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‘‘(viii) the proposed transaction could 
create or amplify existing climate and envi-
ronmental risks; and 
‘‘(ix) any other factors that the Board 
deems appropriate could impair competi-
tion. 
‘‘(9) TRANSPARENCY.— 
‘‘(A) IN
GENERAL.—In any application 
under this section— 
‘‘(i) a company shall— 
‘‘(I) disclose whether any persons 
employed by, representing, or acting 
on behalf of the company have had 
verbal or written communications with 
the Board, a Federal reserve bank, or 
any other Federal regulatory agency 
regarding the proposal; and 
‘‘(II) identify the dates and the 
names of individuals involved in, and 
the content of, all communications in 
described in subclause (I); and 
‘‘(ii) the chief executive officer and 
chief legal officer of a company shall cer-
tify that no persons employed by, rep-
resenting, or acting on behalf of the com-
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pany 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 barriers to such approval. 
‘‘(B) UPDATES.—A company shall update 
the disclosure and certification described in sub-
paragraph (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 receipt. 
‘‘(10) FINANCIAL STABILITY EXCEPTION.—Not-
withstanding paragraphs (8)(A), (8)(B), (8)(C), and 
(8)(E)(iii) of this subsection, if the Financial Sta-
bility Oversight Council determines by a 2⁄3 vote that 
a proposed acquisition, merger, or consolidation 
under this subsection is necessary to preserve the 
stability of the United States banking or financial 
system, the Board may approve such acquisition, 
merger, or consolidation. 
‘‘(11) CITIZEN STANDING.— 
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‘‘(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 
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.’’. 
Æ 
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