(a) In general. The provisions of this section apply to all notices
and applications filed under section 225.14 and section 225.15.
(b) Public notice.
(1) Newspaper publication.
(i) Location
of publication. In the case of each notice or application submitted
under section 225.14 or section 225.15, the applicant shall publish
a notice in a newspaper of general circulation, in the form and at the locations specified
in section 262.3 of the Rules of Procedure (12 CFR 262.3).
(ii) Contents of notice. A newspaper notice under this paragraph
shall provide an opportunity for interested persons to comment on
the proposal for a period of at least 30 calendar days.
(iii) Timing of publication. Each newspaper notice
published in connection with a proposal under this paragraph shall
be published no more than 15 calendar days before and no later than
7 calendar days following the date that a notice or application is
filed with the appropriate Reserve Bank.
(2) Federal Register notice.
(i) Publication by Board. Upon receipt of a notice or application
under section 225.14 or section 225.15, the Board shall promptly publish
notice of the proposal in the Federal Register and shall provide
an opportunity for interested persons to comment on the proposal for
a period of no more than 30 days.
(ii) Request
for advance publication. A bank holding company may request that,
during the 15-day period prior to filing a notice or application under
section 225.14 or section 225.15, the Board publish notice of a proposal
in the Federal Register. A request for advance Federal Register publication shall be made in writing to the appropriate Reserve
Bank and shall contain the identifying information prescribed by the
Board for Federal Register publication.
(3) Waiver or shortening of notice. The Board may waive or shorten
the required notice periods under this section if the Board determines
that an emergency exists requiring expeditious action on the proposal,
or if the Board finds that immediate action is necessary to prevent
the probable failure of an insured depository institution.
4-026.6
(c) Public comment.
(1) Timely comments. Interested persons may submit information and comments regarding
a proposal filed under this subpart. A comment shall be considered
timely for purposes of this subpart if the comment, together with
all supplemental information, is submitted in writing in accordance
with the Board’s Rules of Procedure and received by the Board or the
appropriate Reserve Bank prior to the expiration of the latest public-comment
period provided in paragraph (b) of this section.
(2) Extension
of comment period.
(i) In general. The Board may, in its discretion, extend the public comment period
regarding any proposal submitted under this subpart.
(ii) Requests
in connection with obtaining application or notice. In the event
that an interested person has requested a copy of a notice or application
submitted under this subpart, the Board may, in its discretion and
based on the facts and circumstances, grant such person an extension
of the comment period for up to 15 calendar days.
(iii) Joint
requests by interested person and acquiring company. The Board
will grant a joint request by an interested person and the acquiring
bank holding company for an extension of the comment period for a
reasonable period for a purpose related to the statutory factors the
Board must consider under this subpart.
(3) Substantive
comment. A comment will be considered substantive for purposes
of this subpart unless it involves individual complaints, or raises
frivolous, previously considered, or wholly unsubstantiated claims
or irrelevant issues.
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(d) Notice to attorney general. The Board or
Reserve Bank shall immediately notify the attorney general of approval
of any notice or application under section 225.14 or section 225.15.
(e) Hearings. As provided
in section 3(b) of the BHC Act, the Board shall order a hearing on
any application or notice under section 225.15 if the Board receives
from the primary supervisor of the bank to be acquired, within the 30-day period specified
in section 225.15(b), a written recommendation of disapproval of an
application. The Board may order a formal or informal hearing or other
proceeding on the application or notice, as provided in section 262.3(i)(2)
of the Board’s Rules of Procedure. Any request for a hearing (other
than from the primary supervisor) shall comply with section 262.3(e)
of the Rules of Procedure (12 CFR 262.3(e)).
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(f) Approval through failure to act.
(1) Ninety-one-day
rule. An application or notice under section 225.14 or section
225.15 shall be deemed approved if the Board fails to act on the application
or notice within 91 calendar days after the date of submission to
the Board of the complete record on the application. For this purpose,
the Board acts when it issues an order stating that the Board has
approved or denied the application or notice, reflecting the votes
of the members of the Board, and indicating that a statement of the
reasons for the decision will follow promptly.
(2) Complete
record. For the purpose of computing the commencement of the
91-day period, the record is complete on the latest of—
(i) the
date of receipt by the Board of an application that has been accepted
by the Reserve Bank;
(ii) the last day provided in any notice for receipt of comments
and hearing requests on the application;
(iii) the date of receipt by the Board
of the last relevant material regarding the application that is needed
for the Board’s decision, if the material is received from a source
outside of the Federal Reserve System; or
(iv) the date of completion of any hearing
or other proceeding.
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(g) Exceptions to notice and hearing requirements.
(1) Probable bank failure. If the Board finds it must act immediately
on an application in order to prevent the probable failure of a bank
or bank holding company, the Board may modify or dispense with the
notice and hearing requirements of this section.
(2) Emergency. If the Board finds that, although immediate action on an application
or notice is not necessary, an emergency exists requiring expeditious
action, the Board shall provide the primary supervisor 10 days to
submit its recommendation. The Board may act on such an application
or notice without a hearing and may modify or dispense with the other
notice and hearing requirements of this section.
4-029.1
(h) Waiting period. A transaction
approved under section 225.14 or section 225.15 shall not be consummated
until 30 days after the date of approval of the application, except
that a transaction may be consummated—
(1) immediately upon approval, if the Board
has determined under paragraph (g) of this section that the application
or notice involves a probable bank failure;
(2) on or after the 5th calendar day following
the date of approval, if the Board has determined under paragraph
(g) of this section that an emergency exists requiring expeditious
action; or
(3) on or
after the 15th calendar day following the date of approval, if the
Board has not received any adverse comments from the United States
attorney general relating to the competitive factors and the attorney
general has consented to the shorter waiting period.
