FDIC Seeks Comment on Modernized Bank Merger Framework
The FDIC recently issued a notice of proposed rulemaking to modernize and reform how it reviews Bank Merger Act transactions.
The FDIC stated in a press release that the proposed rule would “impose discipline around timelines and modernize the framework to better reflect today’s banking environment.” The FDIC also said that the proposed rule would reduce regulatory burden and ensure that its review of merger transactions is faster, more predictable, and appropriately tailored to the type, size, and complexity of the potential risks of the transaction.
Notable reforms include:
- A new subcategory of merger transactions called “de minimis merger transactions” that would qualify for rapid processing with deemed approval
- Tailored filing requirements and reduced processing times for certain other reorganization and merger transactions
- Limits and clarifications on the FDIC’s discretion to remove a filing from expedited processing
- A predictable asset-based standard for whether a transaction is a “merger in substance”
- Reformed competitive effects analysis that accounts for credit unions and centrally booked deposits
- Revised framework for evaluating statutory factors under the Bank Merger Act, including the financial stability factor
- A new prior notice process for certain significant asset transfers that are not merger transactions
The proposed rule applies to merger transactions subject to FDIC approval under the Bank Merger Act (i.e., generally those in which the resulting institution would be a state nonmember bank or a state savings association).
Comments on the proposed rule must be received by November 23, 2026.
