Bank Merger Reviews to be Streamlined by OCC

The Office of the Comptroller of the Currency (OCC) recently introduced an interim final rule (IFR) to modify its 2024 final rule regarding regulations for business combinations involving national banks and federal savings associations. Additionally, the OCC revoked its 2024 policy statement on the review of applications under the Bank Merger Act.

The intention behind this move is to facilitate and support merger activities within the banking sector, which have experienced subdued deal volumes since 2021. Acting Comptroller of the Currency, Rodney E. Hood, expressed that the IFR would simplify the merging process for well-managed and well-capitalized banks.

The IFR released this week has two main objectives. Firstly, it revises implementing regulations related to the Bank Merger Act that were issued in September 2024, which had eliminated specific expedited review procedures and streamlined application forms. The IFR reinstates, without modifications, the sections that were removed in September 2024.

Secondly, the OCC, in conjunction with its September 2024 Final Rule, had issued a Policy Statement aimed at providing clarity in the evaluation and processing of bank mergers. However, the new IFR rescinds this Policy Statement, reasoning that it failed to offer adequate clarity and led to confusion and uncertainty in the banking industry. The OCC believes that the general principles underlying the restored streamlined application and expedited review procedures, which predated the Policy Statement, are sufficient.

The OCC’s decision to rescind echoes a similar move by the Federal Deposit Insurance Corporation (FDIC) in March 2025, proposing to rescind its Statement of Policy on Bank Merger Transactions from 2024 and reinstate the previous Statement of Policy on Bank Merger Transactions.

The OCC’s announcement of the IFR coincides with ongoing congressional efforts to nullify the September 2024 Final Rule. The U.S. Senate recently voted to overturn the rule under the Congressional Review Act, with a House vote pending. The Trump administration’s stance on Congress’ resolution remains uncertain, but regardless of the outcome, a more merger-friendly regulatory landscape is expected, offering expedited review procedures, streamlined application forms, and a more permissive public policy framework.

Financial institutions considering business combinations should monitor this regulatory change closely and engage in the public comment window to influence future implementing regulations if necessary.

For any inquiries regarding the OCC IFR or the congressional resolution, feel free to reach out to Art Coren or your Husch Blackwell attorney.