The Office of the Comptroller of the Currency (OCC) released guidance regarding its planned changes to the Bank Merger Act (BMA).  The New Rule:

• Explicitly adds financial stability as a key factor for assessing mergers, reflecting the growing concerns about potential risks from mergers involving large or systemically important banks. This is in line with post-2008 financial reforms aimed at addressing "too big to fail" concerns.
• Framework introduces enhanced scrutiny for larger, more complex mergers. This change responds to growing concerns about the concentration of assets within a small number of institutions and the potential systemic impact of such mergers.
• Places greater emphasis on assessing anti-competitive effects as part of its own merger review process. The rules formalize more coordination with the DOJ, allowing for deeper consideration of competition issues at the regulatory level.
• Strengthens public participation by extending comment periods and enhancing "transparency" in the process. The OCC has made it easier for the public to submit comments and has committed to considering these comments more carefully, particularly when mergers could impact local communities.
• Emphasizes CRA compliance and the impact of mergers on the convenience and needs of communities, particularly underserved or low-income communities. This brings the CRA into sharper focus in merger reviews, with the OCC paying more attention to how mergers could affect financial inclusion and community banking access.
• Includes specific provisions to protect consumers, such as reviewing potential negative impacts of mergers on consumers, including higher fees, reduced services, or diminished access to banking. This represents a shift toward balancing business interests with consumer rights.

These changes may extend an already long process of applications under the Bank Merger Act, while providing additional opportunities for public challenges to bank mergers.  

Unfortunately, the Rule does not provide clear standards applicable to each of these items and instead, provides broader policy statements that provide a wide range of topics that may be considered by regulators in making bank merger determinations.  

The Final Rule and Policy Statement is available at: https://www.occ.gov/news-issuances/federal-register/2024/nr-occ-2024-101a-federal-register.pdf.