(a) Factors requiring
denial. As specified in section 3(c) of the BHC Act, the Board
may not approve any application under this subpart if—
(1) the transaction would result in
a monopoly or would further any combination or conspiracy to monopolize,
or to attempt to monopolize, the business of banking in any part of
the United States;
(2) the effect
of the transaction may be substantially to lessen competition in any
section of the country, tend to create a monopoly, or in any other
manner be in restraint of trade, unless the Board finds that the transaction’s
anticompetitive effects are clearly outweighed by its probable effect
in meeting the convenience and needs of the community;
(3) the applicant has failed to provide
the Board with adequate assurances that it will make available such
information on its operations or activities, and the operations or
activities of any affiliate of the applicant, that the Board deems
appropriate to determine and enforce compliance with the BHC Act and
other applicable federal banking statutes, and any regulations thereunder;
or
(4) in the case of an application
involving a foreign banking organization, the foreign banking organization
is not subject to comprehensive supervision or regulation on a consolidated
basis by the appropriate authorities in its home country, as provided
in section 211.24(c)(1)(ii) of the Board’s Regulation K (12 CFR 211.24(c)(1)(ii)).
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(b) Other factors. In deciding applications under this subpart, the Board also considers
the following factors with respect to the applicant, its subsidiaries,
any banks related to the applicant through common ownership or management,
and the bank or banks to be acquired:
(1) Financial
condition. Their financial condition and future prospects, including
whether current and projected capital positions and levels of indebtedness
conform to standards and policies established by the Board.
(2) Managerial
resources. The competence, experience, and integrity of the officers,
directors, and principal shareholders of the applicant, its subsidiaries
and the banks and bank holding companies concerned; their record of
compliance with laws and regulations; and the record of the applicant
and its affiliates of fulfilling any commitments to, and any conditions
imposed by, the Board in connection with prior applications.
(3) Convenience
and needs of the community. The convenience and needs of the
communities to be served, including the record of performance under
the Community Reinvestment Act of 1977 (12 U.S.C. 2901 et seq.) and regulations issued thereunder, including the Board’s Regulation
BB (12 CFR 228.)
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(c) Interstate transactions. The Board may approve any application
or notice under this subpart by a bank holding company to acquire
control of all or substantially all of the assets of a bank located
in a state other than the home state of the bank holding company,
without regard to whether the transaction is prohibited under the
law of any state, if the transaction complies with the requirements
of section 3(d) of the BHC Act (12 U.S.C. 1842(d)).
(d) Conditional approvals. The Board may impose
conditions on any approval, including conditions to address competitive,
financial, managerial, safety-and-soundness, convenience-and-needs,
compliance or other concerns, to ensure that approval is consistent
with the relevant statutory factors and other provisions of the BHC
Act.
