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 
determines, based on clear and convincing evidence, 
that consummation of the proposed interstate merg-
er transaction is necessary to prevent significant 
economic disruption or significant adverse effects on 
financial 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 
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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 prohibi-
tion 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 
semicolon; and 
(III) by adding at the end the 
following: 
‘‘(iii) the term ‘qualified bid’ means an applica-
tion, proposed application, or bid from a company 
where— 
‘‘(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 
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‘‘(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 Fed-
eral 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 Corporation determines is commensurate 
with the capital maintained by an insured de-
pository institution that is well capitalized; and 
‘‘(v) the term ‘well managed’ has the meaning 
given such term in section 2(o)(9) of the Bank 
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Holding 
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 
DANGER 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 sub-
section (b)(2), approve an application under sub-
section (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 
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and the responsible agency determines, based 
on clear and convincing evidence, that con-
summation of the proposed interstate merger 
transaction is necessary to prevent significant 
economic disruption or significant adverse ef-
fects on financial stability, and the Corporation 
has not received any qualified bid from another 
institution that is not subject to the prohibition 
in subsection (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 
prohibition in subsection (b)(2). 
‘‘(3) QUALIFIED BID DEFINED.—In this sub-
section, the term ‘qualified bid’ has the meaning 
given that term in section 18(c)(13)(C).’’. 
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(2) BANK HOLDING COMPANY ACT OF 1956.— 
The Bank Holding Company Act of 1956 (12 U.S.C. 
1841 et seq.) is amended— 
(A) in section 3(d), by amending para-
graph (5) to read as follows: 
‘‘(5) EXCEPTION FOR BANKS IN DEFAULT OR 
IN DANGER OF DEFAULT.— 
‘‘(A) GENERAL
EXCEPTION.—The Board 
may, without regard to subparagraph (B) or 
(D) of paragraph (1) or paragraph (3), approve 
an application pursuant to paragraph (1)(A) 
if— 
‘‘(i) the application is for an acquisi-
tion of 1 or more banks in default or in 
danger of default; or 
‘‘(ii) the application is for an acquisi-
tion with respect to which assistance is 
provided under section 13(c) of the Fed-
eral Deposit Insurance Act. 
‘‘(B) 
CONCENTRATION
LIMIT
EXCEP-
TION.—The Board may, without regard to 
paragraph (2), approve an application pursuant 
to paragraph (1)(A) if— 
‘‘(i) the application is for the acquisi-
tion of 1 or more banks in default or in 
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danger of default and the Board deter-
mines, based on clear and convincing evi-
dence, that consummation of the proposed 
acquisition is necessary to prevent signifi-
cant economic disruption or significant ad-
verse effects on financial stability, and the 
Corporation has not received any qualified 
bid from another institution that is not 
subject to the prohibition in paragraph (2); 
or 
‘‘(ii) the application is for an acquisi-
tion with respect to which assistance is 
provided under section 13(c) of the Fed-
eral Deposit Insurance Act and the Board 
determines, based on clear and convincing 
evidence, that consummation of the pro-
posed acquisition is necessary to prevent 
significant economic disruption or signifi-
cant adverse effects on financial stability, 
and the Corporation has not received any 
qualified bid from another institution that 
is not subject to the prohibition in para-
graph (2). 
‘‘(C) QUALIFIED
BID
DEFINED.—In this 
paragraph, the term ‘qualified bid’ has the 
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meaning 
given 
that 
term 
in 
section 
18(c)(13)(C) of the Federal Deposit Insurance 
Act.’’; and 
(B) in section 4(i)(8), by amending sub-
section (B) to read as follows: 
‘‘(B) 
EXCEPTION.—Subparagraph 
(A) 
shall not apply to an acquisition if— 
‘‘(i) such acquisition involves an in-
sured depository institution in default or in 
danger of default and the Board deter-
mines, based on clear and convincing evi-
dence, that consummation of the proposed 
acquisition is necessary to prevent signifi-
cant economic disruption or significant ad-
verse effects on financial stability, and the 
Corporation has not received any qualified 
bid (as defined in section 18(c)(13)(C) of 
the Federal Deposit Insurance Act) from 
another institution that is not subject to 
the prohibition in paragraph (2); or 
‘‘(ii) the Federal Deposit Insurance 
Corporation provides assistance under sec-
tion 13 of the Federal Deposit Insurance 
Act to facilitate such acquisition and the 
Board determines, based on clear and con-
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vincing evidence, that consummation of the 
proposed acquisition is necessary to pre-
vent significant economic disruption or sig-
nificant adverse effects on financial sta-
bility, and the Corporation has not received 
any qualified bid (as defined in section 
18(c)(13)(C) of the Federal Deposit Insur-
ance Act) from another institution that is 
not subject to the prohibition in paragraph 
(2).’’. 
(b) CONCENTRATION LIMIT WITH RESPECT TO CON-
SOLIDATED LIABILITIES.—Section 14(c) of the Bank 
Holding Company Act of 1956 (12 U.S.C. 1852(c)) is 
amended— 
(1) by redesignating paragraphs (1), (2), and 
(3) as subparagraphs (A), (B), and (C), respectively; 
(2) by striking ‘‘With the’’ and inserting the 
following: 
‘‘(1) IN GENERAL.—With the’’; and 
(3) by adding at the end the following: 
‘‘(2) LIMITATION.—The Board may provide 
written consent for an acquisition described in para-
graph (1)(A) or in paragraph (1)(B) only if the 
Board determines, based on clear and convincing 
evidence, that consummation of the proposed acqui-
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sition is necessary to prevent significant economic 
disruption or significant adverse effects on financial 
stability, and the Corporation has not received any 
qualified bid (as defined in section 18(c)(13)(C) of 
the Federal Deposit Insurance Act) from another in-
stitution that is not subject to the prohibition in 
subsection (b).’’. 
SEC. 3. CONGRESSIONAL NOTIFICATION AND JUSTIFICA-
TION FOR WAIVERS. 
(a) IN GENERAL.—Whenever the Board of Governors 
of the Federal Reserve System, the Comptroller of the 
Currency, or the Federal Deposit Insurance Corporation 
waives a concentration limit under section 18(c)(13)(B) 
or section 44(e) of the Federal Deposit Insurance Act or 
under section 3(d)(5), section 4(i)(8)(B), or section 
14(c)(2) of the Bank Holding Company Act of 1956, in 
connection with the acquisition of a bank or insured depos-
itory institution in default or in danger of default, or in 
connection with an acquisition with respect to which the 
Federal Deposit Insurance Corporation provides assist-
ance under section 13 of the Federal Deposit Insurance 
Act, the waiving agency and the Federal Deposit Insur-
ance Corporation, jointly, shall, not later than 30 days 
after such waiver, submit a written report to the Com-
mittee on Financial Services of the House of Representa-
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tives and the Committee on Banking, Housing, and Urban 
Affairs in the Senate containing— 
(1) a justification for the waiver, including an 
analysis of why it was necessary to prevent signifi-
cant economic disruption or significant adverse ef-
fects on financial stability; 
(2) a description of alternative bids or outcomes 
considered, including efforts to solicit and encourage 
bids from entities that would not require a waiver; 
(3) an explanation of why alternative bids were 
not selected, if applicable; and 
(4) any recommendations for legislative or regu-
latory changes to improve competition in future in-
sured depository institution resolutions. 
(b) PUBLIC DISCLOSURE.—The waiving agency sub-
mitting a report under subsection (a) and the Federal De-
posit Insurance Corporation shall make the report publicly 
available on their respective websites, subject to redactions 
for confidential supervisory information and any other in-
formation described under section 552(b) of title 5, United 
States Code. 
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SEC. 4. LIMITATION ON CONSIDERING BAD FAITH BIDS IN 
LEAST COST DETERMINATION. 
Section 13(c)(4) of the Federal Deposit Insurance 
Act (12 U.S.C. 1823(c)(4)) is amended by adding at the 
end the following: 
‘‘(I) LIMITATION
ON
CONSIDERING
BAD 
FAITH BIDS.—In making a determination under 
this paragraph of whether an exercise of au-
thority is the least costly to the Deposit Insur-
ance Fund, the Corporation may not consider 
any application, proposed application, or bid 
from a company, if such application, proposed 
application, or bid would result in violation of— 
‘‘(i) section 18(c)(13) or 44(b)(2); or 
‘‘(ii) section 3(d)(2), 4(i)(8), or 14 of 
the Bank Holding Company Act of 1956.’’. 
Æ 
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