An Act to establish a procedure for the review of proposed bank mergers so as to eliminate the necessity for the dissolution of merged banks, and for other purposes
PL 89-356 (S.1698), enacted 02/21/1966

80 STAT.] 
PUBLIC LAW 89-356-FEB. 21, 1966 
extent to which the United States shall be a participant in and an 
exhibitor at Interama; and 
(2) to make available to the head of the designated department 
or agency, on a reimbursable basis, such personnel as may be neces-
sary to assist him in carrying out his functions under this Act. 
SEC. 5. (a) There is authorized to be appropriated not to exceed Appropriation. 
$7,500,000 to provide for United States participation in Interama 
under this Act, of which not to exceed $250,000 shall be available for 
expenditure in connection with the preparation of the report required 
to be submitted to the Congress under section 2(b) of this Act. Sums 
appropriated under this subsection shall remain available until 
expended. 
(b) In addition to the amount authorized in subsection (a), there is 
authorized to be appropriated not to exceed $1,000,000 annually for 
each of the fiscal years 1968 and 1969 for the maintenance of United 
States installations and activities at Interama. 
Approved February 19, 1966. 
Public Law 89-356 
A N A C T 
February 21,1966 
To establish a procedure for the review of proposed bank mergers so as to 
'-^' •'^^?.: 
eliminate the necessity for the dissolution of merged banks, and for other 
purposes. 
Be it enacted hy the Senate and House of Representatives 
of the 
United States of America in Congress asserribled^ That (a) section 
^^"'' mergers. 
18(c) of the Federal Deposit Insurance Act (12 U.S.C. 1828(c)) is 
^^ stat. 892. 
amended to read: 
"(c) (1) Except with the prior written approval of the responsible 
agency, which shall in every case referred to in this paragraph be the 
Corporation, no insured bank shall— 
"(A) merge or consolidate with any noninsured bank or insti-
tution ; 
"(B) assume liability to pay any deposits made in, or similar 
liabilities of, any noninsured bank or institution; 
"(C) transfer assets to any noninsured bank or institution in 
consideration of the assumption of liabilities for any portion of 
the deposits made in such insured bank. 
"(2) No insured bank shall merge or consolidate with any other 
insured bank or, either directly or indirectly, acquire the assets of, 
or assume liability to pay any deposits made in, any other insured 
bank except with the prior written approval of the responsible agency, 
which shall be— 
"(A) the Comptroller of the Currency if the acquiring, assum-
ing, or resulting bank is to be a national bank or a District bank; 
"(B) the Board of Governors of the Federal Reserve System 
if the acquiring, assuming, or resulting bank is to be a State mem-
ber bank (except a District bank); 
"(C) the Corporation if the acquiring, assuming, or resulting 
bank is to be a nonmember insured bank (except a District bank). 
"(3) Notice of any proposed transaction for which approval is 0^°*/^^°^/"'' 
required under paragraph (1) or (2) (referred to hereafter in this ^r°arsa^rons!^ 
.subsection as a 'merger transaction') shall, unless the responsible 
agency finds that it must act immediately in order to prevent the prob-
able failure of one of the banks involved, be published— 
" (A) prior to the granting of approval of such transaction, 
"(B) in a form approved oy the responsible agency, 
"(C) at appropriate intervals during a period at least as long 
petitive factors. 
8 
PUBLIC LAW 89-356-FEB. 21 ,1966 
[80 STAT. 
as the period allowed for furnishing reports under paragraph (4) 
of this subsection, and 
"(D) in a, newspaper of general circulation in the community 
or communities where the main offices of the banks involved are 
located, or, if there is no such newspaper in any such community, 
then in the newspaper of general circulation published nearest 
thereto. 
erai""*^"^^ ^" 
"(^) ^^ ^^^^ iuterests of uniform standards, before acting on any 
Reports on com- application for approval of a merger transaction, the responsible 
........ ....... 
agency, unless it finds that it must act immediately in order to prevent 
the probable failure of one of the banks involved, shall request rejwrts 
on the competitive factors involved from the Attorney General and 
the other two banking agencies referred to in this subsection. 
The 
reports shall be furnished within thirty calendar days of the date on 
which they are requested, or within ten calendar days of such date if 
the requesting agency advises the Attorney General and the other two 
banking agencies that an emergency exists requiring expeditious action. 
"(5) The responsible agency shall not approve— 
"(A) any proposed merger transaction which would result 
in a monopoly, or which would be in furtherance of any combina-
tion or conspiracy to monopolize or to attempt to monopolize the 
business of banking in any part of the United States, or 
"(B) any other proposed merger transaction whose effect in 
any section of the country may be substantially to lessen compe-
tition, or to tend to create a monopoly, or which in any other 
manner would be in restraint of trade, unless it finds that the 
anticompetitive effects of the proposed transaction are clearly 
outweighed in the public interest by the probable effect of the 
transaction in meetmg the convenience and needs of the commu-
nity to be served. 
In every case, the responsible agency shall take into consideration the 
financial and managerial resources and future prospects of the existing 
and proposed institutions, and the convenience and needs of the com-
munity to be served. 
f7°Ii!^.?r"°r^r°[ 
"(6) The responsible agency shall immediately notify the Attorney 
"""^" .^rv-ra 
Qeneral of any approval by it pursuant to this subsection of a pro-
posed merger transaction. 
If the agency has found that it must act 
immediately to prevent the probable failure of one of the banks 
involved and reports on the competitive factors have been dispensed 
with, the transaction may be consummated immediately upon approval 
by the agency. 
If the agency has advised the Attorney General and 
the other two banking agencies of the existence of an emergency 
requiring expeditious action and has requested reports on the com-
petitive factors within ten days, the transaction may not be consum-
mated before the fifth calendar day after the date of approval by 
the agency. 
In all other cases, the transaction may not be consum-
mated before the thirtieth calendar day after the date of approval by 
the agency. 
"(7) (A) Any action brought under the antitrust la,ws arising out 
of a merger transaction shall be commenced prior to the earliest time 
under paragraph (6) at which a merger transaction approved under 
paragrapli (5) might be consummated. The commencement of such 
an action shall stay the effectiveness of the agency's approval unless 
the court shall otherwise specifically order. In any such action, the 
court shall review de novo the issues presented. 
"(B) In any judicial proceeding attacking a merger transaction 
approved under paragraph (5) on the ground that the merger trans-
action alone and of itself constituted a violation of any antitrust laws 
Attorney General. 
26 Stat. 209. 
80 STAT.] 
PUBLIC LAW 89-356-FEB. 21, 1966 
other than section 2 of the Act of July 2, 1890 (section 2 of the Sher-
man Antitrust'Act, 15 U.S.C. 2), the sta,ndards applied by the court 
shall be identical with those that the banking a^^encies are directed to 
apply under paragraph (5). 
" (C) Upon the consummation of a merger transaction in compliance 
with this subsection and after the termination of any antitrust liti-
gation commenced within the period prescribed in this paragraph, or 
upon the termination of such period if no such litigation is commenced 
therein, the transaction may not thereafter be attacked in any judicial 
proceeding on the ground that it alone and of itself constituted a vio-
lation of any antitrust laws other than section 2 of the Act of July 2, 
1890 (section 2 of the Sherman Antitrust Act, 15 TT.S.C. 2), but 
nothing in this subsection shall exempt any bank resulting from a 
merger transaction from complying with the antitrust laws after the 
oonsummation of such transaction. 
"(D) In any action brought under the antitrust laws arising out 
of a mergei' transaction appro\-ed by a Federal supervisory agency 
pursuant to this subsection, such agency, and any State banking super-
visory agency having jurisdiction within the State involved, may 
appear as a party of its own motion and as of right, and be repre-
sented by its counsel. 
"(8) For the purposes of this subsection, the term 'antitrust laws' jg^^"*'*™^' 
means the Act of July 2, 1890 (the Sherman Antitrust Act, 15 U.S.C. 
1.-7), the Act of October 15, 1914 (the Clayton Act, 15 U.S.C. 12-27), 
^ sj^j- 209. 
and any other Acts in pari materia. 
"(9) Each of the responsible agencies shall include in its annual 
Report to 
report to the Congress a description of each merger transaction °"^'"^^^-
approved by it during the period covered by the report, along with 
the following information: 
"(A) the name and total resources of each bank involved; 
"(B) whether a report was submitted by the Attorney General 
under paragraph (4), and, if so, a summary by the Attorney 
General of the substance of such report; and 
"(C) a statement by the responsible agency of the basis for 
its approval." 
(b) Section 18 of such Act is further amended by adding at the ^^ us^c ^^^ 
end thereof the following new subsection: 
"(i) (1) No insured State nonmember bank (except a District bank) ^^^f'^"''''"" "^ 
shall, without the prior consent of the Corporation, reduce the amount "^Res^trictions. 
or retire any part of its common or preferred capital stock, or retire 
any part of its capital notes or debentures. 
"(2) No insured bank sihall convert into an insured State bank 
conversions. 
if its capital stock or its surplus will be less than the capital stock 
or surplus, respectively, of the converting bank at the time of the 
shareholder's meeting approving such conversion, without the prior 
written consent of— 
"(A) the Comptroller of the Currency if the resulting bank 
is to be a District bank; 
"(B) the Board of Governors of the Federal Reserve System if 
the resulting bank is to be a State member bank (except a Dis-
trict bank); 
"(C) the Corporation if the resulting bank is to be a State 
nonmember insured bank (except a District bank). 
"(3) Without the prior written consent of the Corporation, no 
insured bank shall convert into a noninsured bank or institution. 
"(4) In granting or withholding consent under this subsection, the 
responsible agency shall consider— 
" (A) the financial history and condition of the bank, 
"(B) the adequacy of its capital structure, 
CIO 
PUBLIC LAW 89-357-MAR. 1, 1966 
[80 STAT. 
"(C) its future earnings prospects, 
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"(I)) the general character of its management, 
"(E) the convenience and needs of the community to be served, 
and 
"(F) whether or not its corporate powers are consistent with 
the purposes of this Act." 
Prior mergers. 
i^y(^ 2. (a) Any merger, consolidation, acquisition of assets, or 
assumption of liabilities involving an insured bank which was con-
summated prior to June 17, 1968, the bank resulting from which has 
not been dissolved or divided and has not effected a sale or distribution 
of assets and has not taken any other similar action pursuant to a 
final judgment under the antitrust laws prior to the enactment of this 
Act, shall be conclusively presumed to have not been in violation of 
any antitrust laws other than section 2 of the Act of July 2, 1890 
(section 2 of the Sherman Antitrust Act, 15 U.S.C. 2). 
(b) No merger, consolidation, acquisition of assets, or assumption 
of liabilities involving an insured bank which was consummated after 
June 16,1963, and prior to the date of enactment of this Act and as to 
which no litigation was initiated by the Attorney General prior to the 
date of enactment of this Act may be attacked after such date in any 
judicial proceeding on the ground that it alone and of itself constituted 
a violation of any antitrust laws other than section 2 of the Act of 
26 Stat. 209. 
j^j|y g, 1890 (scctiou 2 of the Sherman Antitrust Act, 15 U.S.C. 2). 
(c) Any court having pending before it on or after the date of enact-
ment of this Act any litigation initiated under the antitrust laws by 
the Attorney General after June 16, 1963, with respect to the merger, 
consolidation, acquisition of assets, or assumption of liabilities of an 
insured bank consununated after June 16, 1963, shall apply the sub-
stantive rule of law set forth in section 18 (c) (5) of the Federal Deposit 
Insurance Act, as amended by this Act. 
"Antitrust 
^(j^ PQJ. fl^g purposBS of tliis section, the term "antitrust laws" 
means the Act of July 2, 1890 (the Sherman Antitrust Act, 15 U.S.C. 
38 Stat. 730. 
i_7)^ tlic Ac't of October 15, 1914 (the Clayton Act, 15 U.S.C. 12-27), 
and any otlier Acts in pari materia. 
SEC. 3. Any application for approval of a merger transaction (as 
the term "merger transaction" is used in section 18(c) of the Federal 
1
2 use 1828. 
Deposit Insurance Act) which was made befoi-e the date of enactment 
of this Act, but was withdrawn or abandoned as a result of any 
objections made or any suit brought by the Attornej^ General, may be 
reinstituted and sliall be acted upon in accordance with the provisions 
of this Act without prejudice by sudi withdraw-al, abandonment, 
objections, or judicial proceedings. 
Approved February 21, 1966. 
> /; . 
Public Law 89-357 
March 1, 1966 
JOINT RESOLUTION 
[H. J. Res. 403] 
Authorizing an appropriation to enable the United States to extend an invita-
tion to the World Health Organization to hold the Twenty-second World 
Health Assembly in Boston, Massachusetts, in 1989. 
Whereas the Twenty-second World Health Assembly is scheduled to 
be held in 1969; and 
Whereas the year 1969 is considered particularly appropriate for 
holding the assembly in Boston, Massachusetts, since that year will 
mark the centennial of the establishment of the first modern State 
public health department in Massachusetts in 1869; and 1969 also