(a) Forms. Any application, request, or petition (hereafter referred to as
“application”) for the approval, authority, determination, or permission
of the Board with respect to any action for which such approval, authority,
determination, or permission is required by law or regulation of the
Board (including actions authorized to be taken by a Federal Reserve
Bank or others on behalf of the Board pursuant to authority delegated
under part 265 of this chapter) shall be submitted in accordance with
the pertinent form, if any, prescribed by the Board. Copies of any
such form and details regarding information to be included therein
may be obtained from any Federal Reserve Bank. Any application for
which no form is prescribed should be signed by the person making
the application or by his duly authorized agent, should state the
facts involved, the action requested, and the applicant’s interest
in the matter, and should indicate the reasons why the application
should be granted. Applications for access to, or copying of, records
of the Board should be submitted as provided in section 261.9(a) of
this chapter.
8-021
(b) Notice of applications.
(1) (i)
In the case of applications—
(A) by a state member bank for the establishment
of a domestic branch or other facility that would be authorized to
receive deposits,
(B) to become a bank
holding company (except as provided in section 225.15 of this chapter),
(C) by a bank holding company to acquire
ownership or control of shares or assets of a bank, or to merge or
consolidate with any other bank holding company,
(D) to become a savings and loan holding company
(except as provided in section 238.14 of this chapter), and
(E) by a savings and loan holding company
to acquire ownership or control of shares or assets of a savings association,
or to merge or consolidate with any other savings and loan holding
company, the applicant shall cause to be published a notice in the
form prescribed by the Board.
(ii) The notice shall be placed in the
classified advertising legal-notices section of the newspaper, and
must provide an opportunity for the public to give written comment
on the application to the appropriate Federal Reserve Bank for the
period specified in Regulation H (12 CFR 208) in the case of applications
specified in section 262.3(b)(1)(i)(A), and for at least 30 days after
the date of publication in the case of applications specified in section
262.3(b)(1)(i)(B) and (C). Within seven days of publication, the applicant
shall submit its application to the appropriate Reserve Bank for acceptance
along with a copy of the notice. If the Reserve Bank has not accepted
the application as complete within 90 days of the date of publication
of the notice, the applicant may be required to republish notice of
the application. Such notice shall be published in a newspaper of general
circulation in
(A) [Reserved]
(B) the community or communities in which
the head office of the bank and the proposed branch or other facility
(other than an electronic funds transfer facility) are located in
the case of an application for the establishment of a domestic branch
or other facility that would be authorized to receive deposits, other
than an application incidental to an application by a bank for merger,
consolidation, or acquisition of assets or assumption of liabilities,
(C) the community or communities in which
the head office of the bank, the office to be closed, and the office
to be opened are located in the case of an application for the relocation
of a domestic branch office,
(D) the community or communities in which the head office of each
of the banks to be party to the merger, consolidation, or acquisition
of assets or assumption of liabilities are located in the case of
an application by a bank for merger, consolidation, or acquisition
of assets or assumption of liabilities,
(E) the community or communities in which the head offices of the
largest subsidiary bank, if any, or an applicant and of each bank,
shares of which are to be directly or indirectly acquired, are located
in the case of applications under section 3 of the Bank Holding Company
Act, or
(F) the community or communities
in which the head offices of the largest subsidiary savings association,
if any, or an applicant and of each savings association, shares of
which are to be directly or indirectly acquired, are located in the
case of applications under section 10 of the Home Owners’ Loan Act.
8-021.1
(2) In addition to the foregoing notice, an applicant, in the case
of an application to relocate a domestic branch office or other facility
that would be authorized to receive deposits, shall post in a conspicuous
public place in the lobby of the office to be closed a notice containing
the information specified in section 262.3(b)(1). Such notice should
be posted on the date of the notice required by section 262.3(b)(1).
8-021.2
(3) In the case of an application for
a merger, consolidation, or acquisition of assets or assumption of
liabilities, if the acquiring, assuming, or resulting bank is to be
a state member bank, the applicant shall cause to be published notice
in the form prescribed by the Board. The notice shall be published
in a newspaper of general circulation in the community or communities
in which the head office of each of the banks to be a party to the
merger, consolidation, or acquisition of assets or assumption of liabilities
is located. The notice shall be published on at least three occasions
at appropriate intervals. The last publication of the notice shall
appear at least 30 days after the first publication. The notice must
provide an opportunity for the public to give written comment on the
application to the appropriate Federal Reserve Bank for at least 30
days after the date of the first publication of the notice. Within
7 days of publication of notice for the first time, the applicant
shall submit its application to the appropriate Reserve Bank for acceptance,
along with a copy of the notice. If the Reserve Bank has not accepted
the application as complete within 90 days of the date of the first
publication of the notice, the application may be required to republish
notice of the application.
8-022
(c) Filing of applications. Any application should be sent to the
Federal Reserve Bank of the District in which the head office of the
parent banking organization is located, except as otherwise specified
on application forms, and that Bank will forward it to the Board when
appropriate; however, in the case of a foreign banking organization, as
defined in section 211.23(a)(2) of this chapter, applications shall
be sent to the Federal Reserve Bank of the District in which the operations
of the organization’s subsidiary banks are principally conducted.
In the case of a foreign banking organization that is not a bank holding
company but that has one or more branches, agencies, or commercial
lending companies in any state of the United States or the District
of Columbia, applications shall be sent to the Federal Reserve Bank
of the district in which the organization’s banking assets are the
largest. Applications of a member bank subsidiary, however, should
be filed with the Reserve Bank of the district in which the member
bank is located.
(d) Analysis by
staff. In every case, the Reserve Bank makes such investigation
as may be necessary, and, except when acting pursuant to delegated
authority, reports the relevant facts, with its recommendation, to
the Board. In the light of consideration of all relevant matter presented
or ascertained, the Board’s staff prepares and submits to the Board
comments on the subject.
8-023
(e) Submission of comments and requests for hearing. The Board is
only required to consider a comment or a request for a hearing with
respect to an application or notice if it is in writing and received
by the Secretary of the Board or the appropriate Federal Reserve Bank
on or before the latest date prescribed in any notice with respect
to the application or notice, or where no such date is prescribed,
on or before the thirtieth day after the date notice is first published.
Similarly, the Board will consider comments on an application from
the attorney general or a banking supervisory authority to which notification
of receipt of an application has been given, only if such comment
is received by the secretary of the Board within 30 days of the date
of the letter giving such notification. Any comment on an application
or notice that requests a hearing must include a statement of why
a written presentation would not suffice in lieu of a hearing, identifying
specifically any questions of fact that are in dispute and summarizing
the evidence that would be presented at a hearing. In every case where
a timely comment or request for hearing is received as provided herein,
a copy of such comment or request shall be forwarded promptly to the
applicant for its response. The Board will consider the applicant’s
response only if it is in writing and sent to the secretary of the
Board on or before eight business days after the date of the letter
by which it is forwarded to the applicant. At the same time it transmits
its response to the Board, the applicant should transmit a copy of
its response to the person or supervisory authority making such comment
or requesting a hearing. Notwithstanding the foregoing, the Board
may, in its sole discretion and without notifying the parties, take
into consideration the substance of comments with respect to an application,
(but not requests for hearing) that are not received within the time
periods provided herein.
8-024
(f) Action on applications. The Board takes such action as it deems
appropriate in the public interest. Such documents as may be necessary
to carry out any decision by the Board are prepared by the Board’s
staff. With respect to actions taken by a Federal Reserve Bank on
behalf of the Board under delegated authority, statements and necessary
documents are prepared by the staff of such Federal Reserve Bank.
(g) Notice of action. Prompt notice
is given to the applicant of the granting or denial in whole or in
part of any application. In the case of a denial, except in affirming
a prior denial or where the denial is self-explanatory, such notice
is accompanied by a simple statement of the grounds for such action.
(h) Action at Board’s initiative. When the Board, without receiving an application, takes action with
respect to any matter as to which opportunity for hearing is not required
by statute or Board regulation, similar procedure is followed, including
investigations, reports, and recommendations by the Board’s staff
and by the Reserve Banks, where appropriate.
8-025
(i) General procedures for bank holding company, savings and loan holding
company, and merger applications. In addition to procedures applicable
under other provisions of this part, the following procedures are
applicable in connection with the Board’s consideration of applications
under sections 3 and 4 of the Bank Holding Company Act of 1956 (12
U.S.C. 1842 and 1843), hereafter referred to as “section 3 applications”
or “section 4 applications,” applications under section 10(c), (e),
and (o) of the Home Owners’ Loan Act (12 U.S.C. 1467a), hereafter
referred to as “section 10 applications,” and of applications under
section 18(c) of the Federal Deposit Insurance Act (12 U.S.C. 1823),
hereafter called “merger applications.” Except as otherwise indicated,
the following procedures apply to all such applications.
(1) The Board issues each week a list
that identifies section 3, section 4, section 10, and merger applications
received and acted upon during the preceding week by the Board or
the Reserve Banks pursuant to delegated authority. Notice of receipt
of all section 3 section 4(c)(8), and section 10 applications acted
on by the Board is published in the Federal Register.
8-026
(2) If a hearing is required by law or
if the Board determines that a formal hearing for the purpose of taking
evidence is desirable, the Board issues an order for such a hearing,
and notice thereof is published in the Federal Register. Any
such formal hearing is conducted by an administrative law judge in
accordance with subparts A and B of the Board’s Rules of Practice
for Hearings (part 263 of this chapter).
(3) In any case in which a formal hearing
is not ordered by the Board, the Board may afford the applicant and
other properly interested persons (including governmental agencies)
an opportunity to present views orally before the Board or its designated
representative. Unless otherwise ordered by the Board, any such oral
presentation is public and notice of such public proceeding is published
in the Federal Register.
8-027
(4) Each action taken by the Board on an application is embodied
in an order that indicates the votes of members of the Board. The
order either contains reasons for the Board’s action (i.e., an expanded
order) or is accompanied by a statement of the reasons for the Board’s
action. Both the order and any accompanying statement are released
to the press. Each order accompanied by a statement and any order
of general interest, together with a list of other orders, are published
in the Federal Reserve Bulletin. Action by a Reserve Bank under
delegated authority as provided for under part 265 of this chapter
is reflected in a letter of notification to the applicant.
(5) Unless the Board shall otherwise direct,
each section 3, section 4, section 10, and merger application is made
available for inspection by the public except for portions thereof
as to which the Board determines that nondisclosure is warranted under
section 552(b) of title 5 of the United States Code.
8-028
(j) Special procedures for certain applications. The following types of applications require procedures exclusive
of, or in addition to, those described in paragraphs (i)(1)-(5) of
this section.
(1) Special
rules pertaining to section 3 and merger applications follow. (i)
Each order of the Board and each letter of notification by a Reserve
Bank acting pursuant to delegated authority approving a section 3
application includes, pursuant to the act approved July 1, 1966 (12
U.S.C. 1849(b)), a requirement that the transaction approval shall
not be consummated before the thirtieth calendar day following the
date of such order. (ii) Each order of the Board approving a merger
application includes, pursuant to the act approved February 21, 1966
(12 U.S.C. 1828(c)(6)), a requirement that the transaction approved
shall not be consummated before the thirtieth calendar day following
the date of such order, except as the Board may otherwise determine pursuant
to emergency situations as to which the act permits consummation at
earlier dates. (iii) Each order or each letter of notification approving
an application also includes, as a condition of approval, a requirement
that the transaction approved shall be consummated within three months
and, in the case of acquisition by a holding company of stock of a
newly organized bank, a requirement that such bank shall be opened
for business within six months, but such periods may be extended for
good cause by the Board (or by the appropriate Federal Reserve Bank
where authority to grant such extensions is delegated to the Reserve
Bank).
(2) For special rules governing
procedures for section 4 applications, refer to section 225.23 of
this chapter.
(3) Special rules
pertaining to applications filed pursuant to section 10(e) and (o)
of HOLA follow:
(i)
Each order or each letter of notification approving an application
also includes, as a condition of approval, a requirement that the
transaction approved shall be consummated within 3 months and, in
the case of acquisition by a holding company of stock of a newly organized
savings association, a requirement that such savings association shall
be opened for business within 6 months, but such periods may be extended
for good cause by the Board (or by the appropriate Federal Reserve
Bank where authority to grant such extensions is delegated to the
Reserve Bank).
(ii) [Reserved]
8-029
(k) Reconsideration of
certain Board actions. The Board may reconsider any action taken by it on an application
upon receipt by the secretary of the Board of a written request for
reconsideration from any party to such application, on or before the
fifteenth day after the effective date of the Board’s action. Such
request should specify the reasons why the Board should reconsider
its action, and present relevant facts that, for good cause shown,
were not previously presented to the Board. Within 10 days of receipt
of such a request, the general counsel, acting pursuant to delegated
authority (12 CFR 265.2(b)(7)), shall determine whether or not the
request for reconsideration should be granted, and shall notify all
parties to the application orally by telephone of this determination
within 10 days. Such notification will be confirmed promptly in writing.
In the exercise of this authority, the general counsel shall confer
with the directors of other interested divisions of the Board or their
designees. Notwithstanding the foregoing, the Board may, on its own
motion if it deems reconsideration appropriate, elect to reconsider
its action with respect to any application, and the parties to such
application shall be notified by the secretary of the Board of its
election as provided above. If it is determined that the Board should
reconsider its action with respect to an application, such action
will be stayed and will not be final until the Board has acted on
the application upon reconsideration. If appropriate, notice of reconsideration
of an application will be published promptly in the Federal Register.
8-030
(l) Waiver. The Board, or
the officer or Reserve Bank authorized to approve an application,
may waive or modify any procedural requirements for that application
prescribed or cited in this section and may excuse any failure to
comply with them upon a finding that immediate action on the application
is necessary to prevent the probable failure of a bank or company
or that an emergency exists requiring expeditious action.
