On May 8, the Office of the Comptroller of the Currency (“OCC”) issued an interim final rule rescinding the 2024 final rule to OCC merger procedures and an accompanying policy statement.
The day before the OCC’s rescission of the 2024 bank merger rule, the Senate voted along party lines by a 52-47 vote to disapprove of the OCC’s 2024 rule under the Congressional Review Act (“CRA”). The joint resolution now moves to the House of Representatives. It is unclear whether the House will take up the CRA joint resolution, or if House leadership may view the CRA disapproval as moot given the OCC’s action to rescind the rule.
The OCC’s action to rescind the 2024 rule and policy statement brings OCC review of Bank Merger Act applications back to the process that existed before the changes made in 2024. Thus, expedited review and streamlined business application provisions in 12 CFR 5.33 are restored. Additionally, the policy statement’s tiering of scrutiny, with proposed mergers resulting in larger institutions automatically receiving more scrutiny will no longer be OCC policy. As an interim final rule, the OCC’s action goes into effect immediately, but there is a 30-day comment period open until at least June 8 that could result in additional action by the OCC.
The OCC’s action also follows the Federal Deposit Insurance Corporation’s (“FDIC’s) proposal in March to rescind its 2024 bank merger guidance document. The comment period for the FDIC’s proposal to rescind its merger guidance and return to policy as it existed prior to 2024 closes on April 10, 2025. Both the FDIC and OCC states that these rescissions were being pursued to reduce uncertainty in the merger review process.
The Federal Reserve Board has had not made any changes to its merger review provisions in 2024, and therefore is unlikely to rescind any of its longstanding merger review policies.
