On May 8, 2025, the Office of the Comptroller of the Currency (OCC) adopted an interim final rule (Interim Final Rule),1 amending its September 2024 final rule (2024 Final Rule) related to bank mergers and rescinding its 2024 policy statement on its review of bank mergers under the Bank Merger Act (BMA).
Background and Summary of the Interim Final Rule
The OCC's 2024 Final Rule (which is substantially similar to its January 2024 notice of proposed rulemaking) introduced significant changes to the OCC's review process for bank mergers under the BMA. The 2024 Final Rule removed the expedited review procedures formerly contained in the OCC's business combinations regulation (at 12 CFR § 5.33(i)), as well as the streamlined application form in 12 CFR § 5.33(j). The 2024 Final Rule also added as an appendix a policy statement that discussed both the general principles the OCC uses to review bank merger applications and how it considers the financial stability, financial and managerial resources and future prospects, and convenience and needs factors. The 2024 Final Rule and policy statement became effective on January 1, 2025.
The banking industry expressed significant concerns over the 2024 Final Rule, arguing that it could delay routine transactions, increase regulatory burden, and discourage community and regional banks from pursuing growth. On May 7, 2025, the U.S. Senate voted 52-47 in favor of a resolution introduced by Senator John Kennedy (R-LA) under the Congressional Review Act to overturn the 2024 Final Rule. A companion resolution has been introduced in the House of Representatives by Congressman Andy Barr (R-KY), although final action on that resolution had not been taken prior to the OCC's actions on May 8. Rob Nichols, President and CEO of the American Bankers Association, criticized the 2024 Final Rule, stating it "created unhelpful and biased new standards—including arbitrary asset thresholds—without providing the clarity and predictability that banks and their customers need."2
The Interim Final Rule restores the streamlined application and expedited review to the OCC's procedures for evaluating bank merger applications. In addition, the Interim Final Rule rescinds the 2024 policy statement. The decision marks a significant return to long-standing regulatory precedent and reflects growing bipartisan support for a more predictable, transparent, and less burdensome framework for reviewing bank mergers.
The OCC's actions on May 8 align with those of the Federal Deposit Insurance Corporation, which on March 3, 2025, proposed rescinding its 2024 policy statement on bank merger transactions.
According to Acting Comptroller of the Currency Rodney E. Hood, the OCC's Interim Final Rule "reduce[s] burden and uncertainty for banks and supports a regulatory framework for bank mergers that is effective and not excessive."
The Interim Final Rule will be effective upon publication in the Federal Register. Comments on the Interim Final Rule are due within 30 days after publication.
1 OCC, Interim Final Rule on Business Combinations under the Bank Merger Act; Rescission, dated May 8, 2025.
2 ABA Applauds Senate Disapproval of OCC’s Final Rule on Bank Mergers.
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