OCC Updates Guidance on Business Combinations

December 1, 2017

The Office of the Comptroller of the Currency (“OCC”) has recently updated its “Business Combinations” booklet, which is part of the Comptroller’s Licensing Manual.  The revised booklet replaces the prior version, which was issued by the OCC in December 2006.   The booklet incorporates a variety of updated procedures and requirements for national banks and federal savings associations that are proposing to enter into significant combination transactions with another institution.

The booklet provides an overview of policies and decision criteria that the OCC considers when reviewing applications from banks seeking to engage in merger transactions, consolidation transactions, certain purchase and assumption transactions, and reorganization transactions.  It also describes the application process, provides guidance on application requirements, and explains the circumstances under which a streamlined business combination is granted approval.  Finally, the booklet lists references and links to informational resources and sample forms and documents that applicants may find useful during the filing process.

National banks and federal savings associations that are considering entering into any type of business combination transaction should consider the guidance that is included in the “Business Combinations” booklet whenever considering a potential combination transaction with another institution.

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