Bank Holding Companies and Changes in Control

Summary

A major constraint on bank changes in control is statutory and it is tied to the insured status of the institution The Federal Deposit Insurance Act ( 12 USC §1817(j)) provides in part:

In general, no person, acting directly or indirectly or through or in concert with one or more other persons, shall acquire control of any insured depository institution through a purchase, assignment, transfer, pledge, or other disposition of voting stock of such insured depository institution unless the appropriate federal banking agency has been given sixty days' prior written notice of such proposed acquisition and within that time period the agency has not issued a notice disapproving the proposed acquisition or, in the discretion of the agency, extending for an additional 30 days the period during which such a disapproval may issue

See also the Bank Holding Company Act BHCA

Reports of Changes in Control of Management

Reports of Change in Control of Bank Management Incident to a Merger

For OCC guidance, see the "Changes in Control" booklet of the Comptroller's Licensing Manual

For FRB guidance, see Reg Y Bank Holding Companies and Change in Bank Control

Regulations by Agency

OCC

12 CFR Part 5 Rules, Policies, and Procedures for
Corporate Activities

Section 5.50 Change in Bank Control; Reporting of Stock
Loans
Section 5.51 Changes in Directors and Other Senior
Officers

FRB

12 CFR Part 225 Bank Holding Companies and Change in
Bank Control Reg Y

Subpart E - Change in Bank Control

225.41 Transactions requiring prior notice
225.42 Transactions not requiring prior notice
225.43 Procedures for filing, processing, publishing, and
acting on notices
225.44 Reporting of stock loans

12 CFR Part 250 Miscellaneous Interpretations

250.180 - Reports of Change in Control of Management
250.181 - Reports of Change in Control of Bank
Management Incident to a Merger

FDIC

12 CFR Part 303 Filing Procedures

Subpart E Change in Bank Control

303.80 Scope
303.81 Definitions
303.82 Transactions requiring prior notice
303.83 Transactions not requiring prior notice
303.84 Filing procedures
303.85 Processing
303.86 Public notice requirements

12 CFR Part 308 Rules of Practice and Procedure

Subpart D Rules and Procedures Applicable to
Proceedings Relating to Disapproval of
Acquisition of Control

308.110 Scope
308.111 Grounds for disapproval
308.112 Notice of disapproval
308.113 Answer to notice of disapproval
308.114 Burden of proof

Subpart E - Rules and Procedures Applicable to
                     Proceedings Relating to Assessment of Civil
                     Penalties for Willful Violations of the Change
                     in Bank Control Act

308.115 Scope
308.116 Assessment of penalties
308.117 Effective date of, and payment under, an order
to pay
308.118 Collection of penalties

OTS

Part 574 - Acquisition of Control of Savings Associations

574.1 Scope of part
574.2 Definitions
574.3 Acquisition of control of savings associations
574.4 Control
574.5 Certifications of ownership
574.6 Procedural requirements
574.7 Determination by the OTS
574.8 Qualified stock issuances by undercapitalized savings
associations or holding companies
574.100 Rebuttal of control agreement

NCUA

Due to the fact that all Credit Unions are mutual associations, the NCUA does not have any "Change in Control" regulations

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