[Congressional Bills 116th Congress]
[From the U.S. Government Publishing Office]
[H.R. 5318 Introduced in House (IH)]
<DOC>
116th CONGRESS
1st Session
H. R. 5318
To amend certain banking laws to establish requirements for bank
mergers, and for other purposes.
_______________________________________________________________________
IN THE HOUSE OF REPRESENTATIVES
December 5, 2019
Mr. Garcia of Illinois (for himself, Ms. Schakowsky, Ms. Tlaib, and Ms.
Norton) 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 Representatives 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 2019''.
(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.
Sec. 8. Competitive effects.
Sec. 9. Transparency in merger review.
Sec. 10. Financial stability exception.
Sec. 11. Citizen standing.
SEC. 2. COMPLIANCE WITH FEDERAL CONSUMER FINANCIAL LAWS.
(a) Application for Mergers or Acquisitions.--
(1) In general.--Not later than 180 days after the date of
the enactment of this Act, the Director of the Bureau of
Consumer Financial Protection shall establish procedures for a
covered applicant to submit an application to directly or
indirectly merge with, or directly or indirectly acquire, a
person that offers or provides consumer financial products 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 comment 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 consumer financial products or services
(as defined in section 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 applicant and the
person with respect to compliance with the Federal consumer
financial laws; and
(2) deny such application if the resulting institution
would not have adequate systems in place to ensure compliance
with the Federal consumer financial 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 institution holding company (as defined in such section)
with more than $10,000,000,000 in total assets.
SEC. 3. COST-BENEFIT ANALYSIS FOR MERGER TRANSACTIONS.
(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.--
``(A) In general.--The responsible agency shall not
approve any proposed merger transaction under this
subsection unless the responsible agency determines
that the public benefits of the merger transaction
outweigh the expected costs.
``(B) Evaluation.--In evaluating the expected costs
of the proposed merger transaction under subparagraph
(A), the responsible agency shall consider--
``(i) the probable effect of the proposed
merger transaction on the cost and availability
of financial products and services;
``(ii) the probable effect of branch
closures on customers of each bank or savings
association involved in the proposed merger
transaction;
``(iii) the probable effect of the proposed
merger transaction on relevant local economies,
including employment losses relating to branch
closures and impacts on job quality; and
``(iv) any other cost of the proposed
merger transaction that the responsible agency
considers pursuant to this subsection.''.
(b) Bank Holding Companies.--
(1) Proposed acquisitions, mergers, or consolidations.--
Section 3(c) of the Bank Holding 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 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;
``(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 proposed
transaction that the Board considers pursuant
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 adding at the end the following new subparagraph:
``(D) Analysis of costs and benefits.--
``(i) In general.--The Board shall deny a
notice filed pursuant to this subsection unless
the Board determines that the public benefits
of the proposed transaction 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 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
proposed 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 performance.--The
responsible agency shall not approve a proposed merger
transaction under this section if the largest insured
depository institution that 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 written
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 required under such
section.
``(16) Community benefits plan.--
``(A) In general.--In reviewing any application
filed under this paragraph, the responsible agency
shall require--
``(i) submission to the appropriate Federal
financial supervisory agency of a community
benefits plan;
``(ii) that the insured depository
institution 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
insured depository institution involved in the
transaction has received a `substantial
noncompliance in meeting community credit
needs' or `needs to improve record of meeting
community credit needs' rating in any
assessment area during the last examination of
such institution conducted pursuant 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 Holding 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 performance.--The Board
shall deny an application under this section if either the lead
insured depository institution of the applicant or the insured
depository institution that would be the lead insured
depository institution of the resulting company following
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 written
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 required under such
section.
``(10) Community benefits plan.--
``(A) In general.--In reviewing any application
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
``(iii) a public hearing to be held if any
bank that would be controlled by the resulting
company has received a `substantial
noncompliance in meeting community credit
needs' or `needs to improve record of meeting
community credit needs' rating in any
assessment area during the last examination of
such institution conducted pursuant 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 section 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 insured depository institution
of the applicant or the insured depository institution
that would be the lead insured depository institution
of the resulting company following consummation of the
proposed transaction or activity has received a rating
lower than `outstanding record of meeting 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 evaluation
required under such section.
``(F) Community benefits plan.--
``(i) In general.--In reviewing any notice
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
``(III) a public hearing to be held
if any bank that would be controlled by
the resulting company has received a
`substantial noncompliance in meeting
community credit needs' or `needs to
improve record of meeting community
credit needs' rating in any assessment
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 financial products for low-
and moderate-income communities and other
distressed or underserved communities.''.
(c) Community Reinvestment Act Amendment.--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:
``(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 applicable.''.
(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 following
new clause:
``(iii) contain statistical analyses of the
institution's fair lending performance using data
reported under the Home Mortgage Disclosure Act; and'';
and
(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 receive a score
greater than 25 on the assessment described 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 responsible agency shall--
``(A) take into account--
``(i) the insured depository institutions
or bank holding companies that might acquire
the applicant insured depository institution 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 concentrated risks to
the stability of the United States banking or
financial system; and
``(B) use the assessment methodology developed 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 inserting
the following:
``(A) In general.--In every case,''; and
(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 described in subparagraph (C)(ii).
``(C) Financial stability.--In considering the risk
to the stability of the United States banking or
financial system, the Board shall--
``(i) take into account--
``(I) the insured depository
institutions or bank holding companies
that might acquire the resulting
company if it were to fail after
consummation of the proposed
transaction; and
``(II) whether such an acquisition
would result in greater or more
concentrated 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.''.
(2) Proposed 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 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 stability.--In
considering the risk to the stability of the United
States banking or financial system, the Board shall--
``(i) take into account--
``(I) the insured depository
institutions or bank holding companies
that might acquire the applicant bank
holding company if the resulting
company were to fail after consummation
of the proposed proposal; and
``(II) whether such an acquisition
would result in greater or more
concentrated 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 Holding 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 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 assess
whether such resulting company would have the capital,
on a total consolidated basis, necessary to absorb
losses as a result of adverse economic conditions.
``(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 described in subparagraph (A).''.
(2) Proposed 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 section 5, is further amended by adding at the
end the following new subparagraph:
``(I) 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 consolidated 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 resulting company would not
remain at least adequately capitalized in
severely adverse economic conditions under the
evaluation described in clause (i).''.
(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
following new paragraph:
``(12) Well capitalized.--The term `well capitalized'
means, with respect to an insured depository institution with
total consolidated assets of $10,000,000,000 or more, that such
institution exceeds the required minimum level for each
relevant capital measure to be considered adequately
capitalized (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 the
required minimum level for each
relevant capital measure (as determined
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 section 5, is
further amended by adding at the end the following new paragraph:
``(18) Covered transactions.--
``(A) Definition.--In this paragraph, the term
`covered transaction' means a merger transaction in
which the resulting company would have more than
$100,000,000,000 in total assets.
``(B) Application.--An application for approval of
a covered transaction shall include the name of each
individual who will serve on the board of directors or
serve as a senior executive officer of the resulting
company.
``(C) Written evaluation.--The responsible agency
shall make a written evaluation of the competence,
experience, character, and integrity of each individual
described in subparagraph (B).
``(D) Best interests.--The responsible agency shall
not approve a covered 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) Publicly available.--The responsible agency
shall make any written evaluation described in
subparagraph (C) publicly available after the date on
which the responsible agency approves or denies a
covered transaction.''.
(b) Bank Holding Companies.--
(1) Acquisition of bank shares or assets.--Section 3(c) of
the Bank Holding Company Act of 1956 (12 U.S.C. 1842(c)), as
amended by section 6, is further amended by adding at the end
the following new paragraph:
``(12) Covered transactions.--
``(A) Definition.--In this paragraph, the term
`covered transaction' means a merger transaction 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 include
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 employed 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 approves or denies a covered
transaction.''.
(2) Interests in nonbanking organizations.--Section 4(j)(2)
of the Bank Holding Company Act of 1956 (12 U.S.C. 1843(j)(2))
as amended by section 6, is further amended by adding at the
end the following new subparagraph:
``(J) Covered transactions.--
``(i) Definition.--In this paragraph, the
term `covered transaction' means a merger
transaction in which the resulting company
would have more than $100,000,000,000 in total
assets.
``(ii) Listing of members of the board of
directors and senior executive officers.--
``(I) In general.--An application
for approval of a covered transaction
shall include 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 subclause (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 subclause (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
employed by, or associated with, the
resulting company.
``(IV) Publicly available.--The
Board shall make any written evaluation
described in subclause (II) publicly
available after the date on which the
Board approves or denies a covered
transaction.''.
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 competitive
effects of the proposed transaction on the market for--
``(i) commercial deposits;
``(ii) loans to small businesses, using
data reported under the Community Reinvestment
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;
``(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
responsible agency deems appropriate to collect
for this purpose; and
``(iv) any other financial product that
comprises a substantial portion of the
activities of each bank or savings association
involved in the proposed merger transaction, as
determined by the responsible agency.
``(B) Geographic markets.--The responsible agency
shall consider the competitive effects of the proposed
transaction on the product markets identified in
subparagraph (A) with respect to each of the following
geographic markets 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 operate.
``(iii) Each county in which the resulting
company would operate.
``(iv) Any other geographic area the
responsible agency deems appropriate.''.
(b) Bank Holding Companies.--
(1) Proposed acquisitions, mergers, or consolidations.--
Section 3(c) of the Bank Holding Company Act of 1956 (12 U.S.C.
1842(c)), as 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) commercial deposits;
``(ii) loans to small businesses, using
data reported under the Community Reinvestment
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 mortgage loans for
single family homes, and any other data the
Board deems appropriate to collect for this
purpose; and
``(iv) any other financial product that
comprises a substantial portion of the
activities of each company involved in the
proposed merger transaction, as determined by
the Board.
``(B) Geographic markets.--The Board shall consider
the competitive effects of the proposed transaction on
the product markets identified 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 operate.
``(iii) Each county in which the resulting
company would operate.
``(iv) Any other geographic area the Board
deems appropriate.''.
(2) Proposed 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 section 7, is further amended by adding at the
end the following new subparagraph:
``(K) Competitive effects.--
``(i) Product markets.--In every case, the
Board shall consider the competitive effects of
the proposed transaction on the market for--
``(I) commercial deposits;
``(II) loans to small businesses,
using data reported under the Community
Reinvestment 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
mortgage loans for single family homes,
and any other data the Board deems
appropriate to collect for this
purpose; and
``(IV) any other financial product
that comprises a substantial portion of
the activities of each company involved
in the proposed merger transaction, as
determined by the Board.
``(ii) Geographic markets.--The Board shall
consider the competitive effects of the
proposed transaction on the product markets
identified in clause (i) 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 operate.
``(III) Each county in which the
resulting company would operate.
``(IV) Any other geographic area
the Board deems appropriate.''.
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
communications 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 in
described in subclause (I); and
``(ii) the chief executive officer and
chief legal officer of an insured depository
institution shall certify that no persons
employed 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 approved of and
that there would be no barriers to such
approval.
``(B) Updates.--An insured depository institution
shall update the disclosure and certification 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
transaction.
``(C) Publication.--The responsible agency shall
publish on the website of such agency the disclosure,
certification, and any updates required under this
paragraph within 1 business day of receipt.''.
(b) Bank Holding Companies.--
(1) Proposed acquisitions, mergers, or consolidations.--
Section 3(c) of the Bank Holding 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 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 bank holding company
shall certify that no persons employed by,
representing, or acting on behalf 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 and that
there would be no barriers to such approval.
``(B) Updates.--A bank holding company shall update
the disclosure and certification described 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 publish on the
website of the Board the disclosure, certification, and
any updates required under this paragraph within 1
business day of receipt.''.
(2) Proposed transactions or activities.--Section 4(j) of
the Bank Holding Company Act of 1956 (12 U.S.C. 1843(j)) as
amended by section 8, is further amended is amended by adding
at the end the following new paragraph:
``(8) Transparency.--
``(A) In general.--In any notice 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 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 bank holding company
shall certify that no persons employed by,
representing, or acting on behalf 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 and that
there would be no barriers to such approval.
``(B) Updates.--A bank holding company shall update
the disclosure and certification described 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 publish on the
website of the Board the disclosure, certification, and
any updates required under this paragraph within 1
business day of receipt.''.
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.--Notwithstanding paragraphs
(5)(c), (14), (15), (16), (17), and (18) of this subsection, if
the Financial Stability Oversight Council determines by a \2/3\
vote that a proposed merger transaction under this subsection
is necessary 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 Holding 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.--Notwithstanding paragraphs
(7)(B), (8), (9), (10), (11), and (12) of this subsection, if
the Financial Stability 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.''.
(2) Proposed 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 section 8, is amended by adding at the end the
following new subparagraph:
``(L) FSOC determination.--Notwithstanding
paragraphs (2)(D), (2)(E), (2)(F), (2)(G), (2)(I), and
(2)(J) of this subsection, if the Financial Stability
Oversight Council determines by a \2/3\ vote that a
proposed transaction or activity under this subsection
is necessary to preserve the stability of the United
States banking or financial system, the Board may
approve such transaction or activity.''.
SEC. 11. 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 individual may file a civil action 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 process for approval of the merger
transaction.
``(B) 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.
``(C) Costs.--An individual who files a civil
action under this paragraph may not be required to pay
the costs of the responsible agency or any party to the
merger transaction that is the subject of the civil
action.
``(D) Effect on merger transaction.--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 Holding Company Act of 1956 (12 U.S.C.
1842(c)), as amended by section 10, is further amended by
adding 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 request for reconsideration
of such an application by the Board, an individual may
file a civil action 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 process.
``(B) 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.
``(C) Costs.--An individual who files a civil
action under this paragraph may not be required 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 proposed
acquisition, merger, or consolidation 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.''.
(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 section 10, is further amended by adding at the end
the following new subparagraph:
``(M) 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 of a
request for reconsideration of such notice by
the Board, an individual may file a civil
action in the appropriate United States
district court to review such approval,
regardless of whether the individual submitted
a comment or otherwise participated 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 proposed
transaction or activity that is the subject of
a civil action under this subparagraph may not
be commenced or consummated until the court
issues a final decision in such action.''.
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