58492 Federal Register / Vol. 84, No. 211 / Thursday, October 31, 2019 / Proposed Rules
1 Dodd-Frank Wall Street Reform and Consumer
Protection Act, Public Law 111–203, 124 Stat. 1376
(2010).
2 12 U.S.C. 5411.
3 12 U.S.C. 5414(b).
4 12 U.S.C. 5414(b).
5 List of Office of Thrift Supervision Regulations
to be Enforced by the Office of the Comptroller of
the Currency and the Federal Deposit Insurance
Corporation Pursuant to the Dodd-Frank Wall Street
Reform and Consumer Protection Act, 76 FR 39246
(Jul. 6, 2011).
6 Transfer and Redesignation of Certain
Regulations Involving State Savings Associations
Pursuant to the Dodd-Frank Wall Street Reform and
Consumer Protection Act of 2010, 76 FR 47652
(Aug. 5, 2011).
7 12 U.S.C. 5412(b)(2)(C).
8 12 U.S.C. 1813(q).
9 12 CFR part 390, subpart S.
10 The transferred OTS provision governing the
frequency of safety and soundness examinations of
State savings associations, 12 CFR 390.351, was
rescinded and removed by the final rule that
amended 12 CFR 337.12 to reflect the authority of
the FDIC under section 4(a) of HOLA to provide for
the examination of safe and sound operation of
State savings associations. See Expanded
Examination Cycle for Certain Small Insured
Depository Institutions and U.S. Branches and
FEDERAL DEPOSIT INSURANCE
CORPORATION
12 CFR Parts 303, 326, 337, 353, 390
RIN 3064–AF14
Removal of Transferred OTS
Regulations Regarding Certain
Regulations for the Operations of State
Savings Associations
AGENCY: Federal Deposit Insurance
Corporation.
ACTION: Notice of proposed rulemaking.
SUMMARY: In this notice of proposed
rulemaking (NPR), the Federal Deposit
Insurance Corporation (FDIC) proposes
to rescind and remove certain
regulations transferred in 2011 to the
FDIC from the former Office of Thrift
Supervision pursuant to the Dodd-Frank
Wall Street Reform and Consumer
Protection Act (the Dodd-Frank Act). In
addition to the removal of part 390,
subpart S, the FDIC proposes to make
technical changes to other parts of the
FDIC’s regulations so that they may be
applicable on their terms to State
savings associations. Following the
removal of the identified regulations,
the regulations governing the operations
of State savings associations will be
substantially the same as those for all
other FDIC-supervised institutions. The
FDIC invites comments on all aspects of
this proposed rulemaking.
DATES: Comments must be received on
or before December 2, 2019.
ADDRESSES: You may submit comments
by any of the following methods:
• FDIC Website: https://
www.fdic.gov/regulations/laws/federal/.
Follow instructions for submitting
comments on the agency website.
• Email: Comments@fdic.gov. Include
RIN 3064–AF14 on the subject line of
the message.
• Mail: Robert E. Feldman, Executive
Secretary, Attention: Comments, Federal
Deposit Insurance Corporation, 550 17th
Street NW, Washington, DC 20429.
• Hand Delivery to FDIC: Comments
may be hand-delivered to the guard
station at the rear of the 550 17th Street
building (located on F Street) on
business days between 7 a.m. and 5 p.m.
• Federal eRulemaking Portal: http://
www.regulations.gov. Follow the
instructions for submitting comments.
Please include your name, affiliation,
address, email address, and telephone
number(s) in your comment. All
statements received, including
attachments and other supporting
materials, are part of the public record
and are subject to public disclosure.
You should submit only information
that you wish to make publicly
available.
Please note: All comments received will be
posted generally without change to https://
www.fdic.gov/regulations/laws/federal/,
including any personal information
provided. Paper copies of public comments
may be requested from the Public
Information Center by telephone at 877–275–
3342 or 703–562–2200.
FOR FURTHER INFORMATION CONTACT:
Karen J. Currie, Senior Examination
Specialist, 202–898–3981, kcurrie@
fdic.gov, Division of Risk Management
Supervision; Cassandra Duhaney,
Senior Policy Analyst, 202–898–6804,
Division of Depositor and Consumer
Protection; Gregory Feder, Counsel,
202–898–8724; Suzanne Dawley,
Counsel, 202–898–6509; or Linda
Hubble Ku, Counsel, 202–898–6634,
Legal Division.
SUPPLEMENTARY INFORMATION:
I. Background
A. The Dodd-Frank Act
The Dodd-Frank Wall Street Reform
and Consumer Protection Act (Dodd-
Frank Act) 1 provided for a substantial
reorganization of the regulation of State
and Federal savings associations and
their holding companies. Beginning July
21, 2011, the transfer date established
by section 311 of the Dodd-Frank Act,2
the powers, duties, and functions of the
former Office of Thrift Supervision
(OTS) were divided among the FDIC, as
to State savings associations, the Office
of the Comptroller of the Currency
(OCC), as to Federal savings
associations, and the Board of
Governors of the Federal Reserve
System (FRB), as to savings and loan
holding companies. Section 316(b) of
the Dodd-Frank Act,3 provides the
manner of treatment for all orders,
resolutions, determinations, regulations,
and advisory materials that had been
issued, made, prescribed, or allowed to
become effective by the OTS.4 The
section provides that if such issuances
were in effect on the day before the
transfer date, they continue in effect and
are enforceable by or against the
appropriate successor agency until they
are modified, terminated, set aside, or
superseded in accordance with
applicable law by such successor
agency, by any court of competent
jurisdiction, or by operation of law.
The Dodd-Frank Act directed the
FDIC and the OCC to consult with one
another and to publish a list of the
continued OTS regulations to be
enforced by each respective agency. The
list was published by the FDIC and OCC
as a Joint Notice in the Federal Register
on July 6, 2011,5 and shortly thereafter,
the FDIC published its transferred OTS
regulations as new FDIC regulations in
12 CFR parts 390 and 391.6 When it
republished the transferred OTS
regulations, the FDIC noted that its staff
would evaluate the transferred OTS
regulations and might later recommend
incorporating the transferred OTS rules
into other FDIC rules, amending them or
rescinding them, as appropriate.
Section 312(b)(2)(C) of the Dodd-
Frank Act 7 amended the definition of
‘‘appropriate Federal banking agency’’
contained in section 3(q) of the Federal
Deposit Insurance Act (FDI Act) 8 to add
State savings associations to the list of
entities for which the FDIC is
designated as the ‘‘appropriate Federal
banking agency.’’ As a result, when the
FDIC acts as the designated
‘‘appropriate Federal banking agency’’
(or under similar terminology) for State
savings associations, as it does here, the
FDIC is authorized to issue, modify, and
rescind regulations involving such
associations and for State nonmember
banks and insured branches of foreign
banks.
B. 12 CFR Part 390, Subpart S
One of the rules of the former OTS
that was transferred to the FDIC, 12 CFR
part 563, governs many of the
operations of State savings associations.
The former OTS’s rule was transferred
to the FDIC with nominal changes and
is now found in the FDIC’s rules at part
390, subpart S, entitled ‘‘State Savings
Associations—Operations.’’ 9 Subpart S
governs a wide range of operations of
State savings associations, as further
discussed below.10
VerDate Sep<11>2014 16:55 Oct 30, 2019 Jkt 250001 PO 00000 Frm 00002 Fmt 4701 Sfmt 4702 E:\FR\FM\31OCP2.SGM 31OCP2
khammond on DSKJM1Z7X2PROD with PROPOSALS2
1 Dodd-Frank Wall Street Reform and Consumer
Protection Act, Public Law 111–203, 124 Stat. 1376
(2010).
2 12 U.S.C. 5411.
3 12 U.S.C. 5414(b).
4 12 U.S.C. 5414(b).
5 List of Office of Thrift Supervision Regulations
to be Enforced by the Office of the Comptroller of
the Currency and the Federal Deposit Insurance
Corporation Pursuant to the Dodd-Frank Wall Street
Reform and Consumer Protection Act, 76 FR 39246
(Jul. 6, 2011).
6 Transfer and Redesignation of Certain
Regulations Involving State Savings Associations
Pursuant to the Dodd-Frank Wall Street Reform and
Consumer Protection Act of 2010, 76 FR 47652
(Aug. 5, 2011).
7 12 U.S.C. 5412(b)(2)(C).
8 12 U.S.C. 1813(q).
9 12 CFR part 390, subpart S.
10 The transferred OTS provision governing the
frequency of safety and soundness examinations of
State savings associations, 12 CFR 390.351, was
rescinded and removed by the final rule that
amended 12 CFR 337.12 to reflect the authority of
the FDIC under section 4(a) of HOLA to provide for
the examination of safe and sound operation of
State savings associations. See Expanded
Examination Cycle for Certain Small Insured
Depository Institutions and U.S. Branches and
FEDERAL DEPOSIT INSURANCE
CORPORATION
12 CFR Parts 303, 326, 337, 353, 390
RIN 3064–AF14
Removal of Transferred OTS
Regulations Regarding Certain
Regulations for the Operations of State
Savings Associations
AGENCY: Federal Deposit Insurance
Corporation.
ACTION: Notice of proposed rulemaking.
SUMMARY: In this notice of proposed
rulemaking (NPR), the Federal Deposit
Insurance Corporation (FDIC) proposes
to rescind and remove certain
regulations transferred in 2011 to the
FDIC from the former Office of Thrift
Supervision pursuant to the Dodd-Frank
Wall Street Reform and Consumer
Protection Act (the Dodd-Frank Act). In
addition to the removal of part 390,
subpart S, the FDIC proposes to make
technical changes to other parts of the
FDIC’s regulations so that they may be
applicable on their terms to State
savings associations. Following the
removal of the identified regulations,
the regulations governing the operations
of State savings associations will be
substantially the same as those for all
other FDIC-supervised institutions. The
FDIC invites comments on all aspects of
this proposed rulemaking.
DATES: Comments must be received on
or before December 2, 2019.
ADDRESSES: You may submit comments
by any of the following methods:
• FDIC Website: https://
www.fdic.gov/regulations/laws/federal/.
Follow instructions for submitting
comments on the agency website.
• Email: Comments@fdic.gov. Include
RIN 3064–AF14 on the subject line of
the message.
• Mail: Robert E. Feldman, Executive
Secretary, Attention: Comments, Federal
Deposit Insurance Corporation, 550 17th
Street NW, Washington, DC 20429.
• Hand Delivery to FDIC: Comments
may be hand-delivered to the guard
station at the rear of the 550 17th Street
building (located on F Street) on
business days between 7 a.m. and 5 p.m.
• Federal eRulemaking Portal: http://
www.regulations.gov. Follow the
instructions for submitting comments.
Please include your name, affiliation,
address, email address, and telephone
number(s) in your comment. All
statements received, including
attachments and other supporting
materials, are part of the public record
and are subject to public disclosure.
You should submit only information
that you wish to make publicly
available.
Please note: All comments received will be
posted generally without change to https://
www.fdic.gov/regulations/laws/federal/,
including any personal information
provided. Paper copies of public comments
may be requested from the Public
Information Center by telephone at 877–275–
3342 or 703–562–2200.
FOR FURTHER INFORMATION CONTACT:
Karen J. Currie, Senior Examination
Specialist, 202–898–3981, kcurrie@
fdic.gov, Division of Risk Management
Supervision; Cassandra Duhaney,
Senior Policy Analyst, 202–898–6804,
Division of Depositor and Consumer
Protection; Gregory Feder, Counsel,
202–898–8724; Suzanne Dawley,
Counsel, 202–898–6509; or Linda
Hubble Ku, Counsel, 202–898–6634,
Legal Division.
SUPPLEMENTARY INFORMATION:
I. Background
A. The Dodd-Frank Act
The Dodd-Frank Wall Street Reform
and Consumer Protection Act (Dodd-
Frank Act) 1 provided for a substantial
reorganization of the regulation of State
and Federal savings associations and
their holding companies. Beginning July
21, 2011, the transfer date established
by section 311 of the Dodd-Frank Act,2
the powers, duties, and functions of the
former Office of Thrift Supervision
(OTS) were divided among the FDIC, as
to State savings associations, the Office
of the Comptroller of the Currency
(OCC), as to Federal savings
associations, and the Board of
Governors of the Federal Reserve
System (FRB), as to savings and loan
holding companies. Section 316(b) of
the Dodd-Frank Act,3 provides the
manner of treatment for all orders,
resolutions, determinations, regulations,
and advisory materials that had been
issued, made, prescribed, or allowed to
become effective by the OTS.4 The
section provides that if such issuances
were in effect on the day before the
transfer date, they continue in effect and
are enforceable by or against the
appropriate successor agency until they
are modified, terminated, set aside, or
superseded in accordance with
applicable law by such successor
agency, by any court of competent
jurisdiction, or by operation of law.
The Dodd-Frank Act directed the
FDIC and the OCC to consult with one
another and to publish a list of the
continued OTS regulations to be
enforced by each respective agency. The
list was published by the FDIC and OCC
as a Joint Notice in the Federal Register
on July 6, 2011,5 and shortly thereafter,
the FDIC published its transferred OTS
regulations as new FDIC regulations in
12 CFR parts 390 and 391.6 When it
republished the transferred OTS
regulations, the FDIC noted that its staff
would evaluate the transferred OTS
regulations and might later recommend
incorporating the transferred OTS rules
into other FDIC rules, amending them or
rescinding them, as appropriate.
Section 312(b)(2)(C) of the Dodd-
Frank Act 7 amended the definition of
‘‘appropriate Federal banking agency’’
contained in section 3(q) of the Federal
Deposit Insurance Act (FDI Act) 8 to add
State savings associations to the list of
entities for which the FDIC is
designated as the ‘‘appropriate Federal
banking agency.’’ As a result, when the
FDIC acts as the designated
‘‘appropriate Federal banking agency’’
(or under similar terminology) for State
savings associations, as it does here, the
FDIC is authorized to issue, modify, and
rescind regulations involving such
associations and for State nonmember
banks and insured branches of foreign
banks.
B. 12 CFR Part 390, Subpart S
One of the rules of the former OTS
that was transferred to the FDIC, 12 CFR
part 563, governs many of the
operations of State savings associations.
The former OTS’s rule was transferred
to the FDIC with nominal changes and
is now found in the FDIC’s rules at part
390, subpart S, entitled ‘‘State Savings
Associations—Operations.’’ 9 Subpart S
governs a wide range of operations of
State savings associations, as further
discussed below.10
VerDate Sep<11>2014 16:55 Oct 30, 2019 Jkt 250001 PO 00000 Frm 00002 Fmt 4701 Sfmt 4702 E:\FR\FM\31OCP2.SGM 31OCP2
khammond on DSKJM1Z7X2PROD with PROPOSALS2
58493Federal Register / Vol. 84, No. 211 / Thursday, October 31, 2019 / Proposed Rules
Agencies of Foreign Banks, 81 FR 90949 (Dec. 16,
2016).
11 12 U.S.C. 5414(b)(3).
12 12 U.S.C. 1813(l).
13 12 U.S.C. 1813(m).
14 12 U.S.C. 1461 et seq.
15 12 U.S.C. 1467a(s)(2).
16 12 U.S.C. 1467a(s)(2)(B).
17 See 12 CFR 390.332(f) and (h).
18 12 CFR 303.64(a)(3).
19 71 FR 8789 (Feb. 21, 2006), codified at 12 CFR
307.1 et seq.
II. The Proposal
Section 316(b)(3) of the Dodd-Frank
Act in pertinent part, provides that the
regulations of the former OTS, as they
apply to State savings associations, will
be enforceable by the FDIC until they
are modified, terminated, set aside, or
superseded in accordance with
applicable law.11 Consistent with the
FDIC’s stated intention to evaluate
transferred OTS regulations before
taking action on them, the FDIC has
carefully reviewed the provisions of
subpart S, and proposes to take action
as described below with respect to
certain sections of this subpart.
A. Section 390.330—Chartering
Documents
Section 390.330 requires a de novo
State savings association, prior to
commencing operations, to file its
charter and bylaws with the FDIC for
approval. This section also requires a de
novo State savings association to certify
to the FDIC that its charter and bylaws
are permissible under all applicable
laws, rules, and regulations. In addition,
this section requires each State savings
association to make available to its
accountholders a copy of its charter and
bylaws, including amendments thereto,
in each office or by request.
Unlike the OCC or state banking
supervisors, the FDIC does not charter
insured depository institutions. Thus, as
it does with State nonmember banks,
the FDIC proposes to defer to state law
as to whether and how a State savings
association should disclose or provide
copies of its organizational documents
to interested parties. Consistent with
this position, the FDIC proposes to
rescind and remove this section of
Subpart S.
B. Section 390.331—Securities:
Statement of Non-Insurance
Section 390.331 requires that every
security issued by a State savings
association include in its provisions a
clear statement that the security is not
insured by the FDIC. Although the FDIC
does not have an identical companion
rule to § 390.331, provisions of the
Federal Deposit Insurance Act (the FDI
Act), and the FDIC regulations clarify
(and require FDIC-supervised
institutions to clarify) that securities are
not deposits under the FDI Act and are
not insured by the FDIC.
Section 3(l) of the FDI Act defines
‘‘deposit’’ for the purposes of the FDI
Act and does not include any securities,
regardless of issuer.12 The definition of
‘‘insured deposit’’ at section 3(m) of the
FDI Act, also does do not include
securities, including those issued by a
State savings association.13
Further, part 328 governs the use of
the official sign of the FDIC and
prescribes its use by insured depository
institutions. It also provides the official
advertising statement that insured
depository institutions must include in
their advertisements. For purposes of
part 328, the term ‘‘insured depository
institution’’ includes insured branches
of a foreign depository institution, as
well as State savings associations. In
particular, the advertising of non-
deposit products (which includes
securities) is governed by § 328.3(e).
That section prohibits an insured
depository institution from including
the official advertising statement, or any
other statement or symbol which
implies or suggests the existence of
Federal deposit insurance, in any
advertisement that relates solely to non-
deposit products.
Because § 390.331 largely is
redundant to current FDIC rules and
regulations that govern advertising of
non-deposit products, including
securities, for all insured depository
institutions, the FDIC proposes to
rescind and remove § 390.331.
C. 12 CFR 390.332—Merger,
Consolidation, Purchase or Sale of
Assets, or Assumption of Liabilities
Section 390.332 addresses the
application requirements for mergers,
consolidations, purchases or sales of
assets, and assumptions of liabilities
that apply to State savings associations.
The FDIC proposes to rescind § 390.332
and to amend 12 CFR part 303, subpart
D, the section of the FDIC’s regulations
governing merger transactions. The
proposed amendments to subpart D
would make that section applicable to
any FDIC-supervised institution,
including State savings associations,
and would make other conforming
changes. The proposed revisions to
subpart D would make subpart D
applicable to mergers in which the
resulting institution is a State savings
association, while observing the
necessary requirements of the Bank
Merger Act and Home Owners’ Loan Act
(HOLA).14 The FDIC specifically
proposes amending § 303.62(a)(1) of the
FDIC’s regulations to clarify that this
section applies to merger transactions in
which the resulting institution is either
an insured State nonmember bank or a
State savings association.
HOLA generally provides for a 60-day
expedited processing period for
applications involving State or Federal
savings associations that acquire or are
acquired by another insured depository
institution.15 The FDIC proposes to
amend § 303.64 of its regulations to
reflect HOLA’s expedited statutory
processing requirement as it applies to
State savings associations. Specifically,
a proposed new paragraph (c) of section
303.64 would clarify that the FDIC will
act on merger applications submitted by
State savings associations within 60
days after the date of the FDIC’s receipt
of a substantially complete merger
application, subject to the FDIC’s
authority to extend such period by an
additional 30 days in cases where
material information is substantially
inaccurate or incomplete.16 Although
the FDIC proposes to incorporate this
60-day processing requirement with
respect to State savings associations, the
FDIC proposes to rescind the provisions
of § 390.332 that deem certain merger
applications involving state savings
associations to be automatically
approved.17 The FDIC does not consider
such provisions to be statutorily
required by the HOLA, and their
inclusion in subpart D would be
inconsistent with the treatment of State
nonmember banks under subpart D,
which clarifies that merger applications
processed under expedited processing
are not deemed to be automatically
approved upon the conclusion of the
expedited processing period.18 After the
proposed amendment to subpart D and
proposed removal and rescission of
§ 390.332, all FDIC-supervised
institutions would be subject, in
substantially the same manner, to the
regulations for merger applications
found in part 303, subpart D.
The FDIC is including a technical
amendment to § 303.62(b)(5) of the
FDIC’s regulations. Currently,
§ 303.62(b)(5) provides that an insured
depository institution assuming deposit
liabilities of another insured institution
must provide certification of
assumption of deposit liability to the
FDIC in accordance with part 307. This
provision no longer accurately reflects
the requirements of part 307, which was
amended to clarify that the transferring
institution file the certification, rather
than the assuming institution.19
VerDate Sep<11>2014 16:55 Oct 30, 2019 Jkt 250001 PO 00000 Frm 00003 Fmt 4701 Sfmt 4702 E:\FR\FM\31OCP2.SGM 31OCP2
khammond on DSKJM1Z7X2PROD with PROPOSALS2
Agencies of Foreign Banks, 81 FR 90949 (Dec. 16,
2016).
11 12 U.S.C. 5414(b)(3).
12 12 U.S.C. 1813(l).
13 12 U.S.C. 1813(m).
14 12 U.S.C. 1461 et seq.
15 12 U.S.C. 1467a(s)(2).
16 12 U.S.C. 1467a(s)(2)(B).
17 See 12 CFR 390.332(f) and (h).
18 12 CFR 303.64(a)(3).
19 71 FR 8789 (Feb. 21, 2006), codified at 12 CFR
307.1 et seq.
II. The Proposal
Section 316(b)(3) of the Dodd-Frank
Act in pertinent part, provides that the
regulations of the former OTS, as they
apply to State savings associations, will
be enforceable by the FDIC until they
are modified, terminated, set aside, or
superseded in accordance with
applicable law.11 Consistent with the
FDIC’s stated intention to evaluate
transferred OTS regulations before
taking action on them, the FDIC has
carefully reviewed the provisions of
subpart S, and proposes to take action
as described below with respect to
certain sections of this subpart.
A. Section 390.330—Chartering
Documents
Section 390.330 requires a de novo
State savings association, prior to
commencing operations, to file its
charter and bylaws with the FDIC for
approval. This section also requires a de
novo State savings association to certify
to the FDIC that its charter and bylaws
are permissible under all applicable
laws, rules, and regulations. In addition,
this section requires each State savings
association to make available to its
accountholders a copy of its charter and
bylaws, including amendments thereto,
in each office or by request.
Unlike the OCC or state banking
supervisors, the FDIC does not charter
insured depository institutions. Thus, as
it does with State nonmember banks,
the FDIC proposes to defer to state law
as to whether and how a State savings
association should disclose or provide
copies of its organizational documents
to interested parties. Consistent with
this position, the FDIC proposes to
rescind and remove this section of
Subpart S.
B. Section 390.331—Securities:
Statement of Non-Insurance
Section 390.331 requires that every
security issued by a State savings
association include in its provisions a
clear statement that the security is not
insured by the FDIC. Although the FDIC
does not have an identical companion
rule to § 390.331, provisions of the
Federal Deposit Insurance Act (the FDI
Act), and the FDIC regulations clarify
(and require FDIC-supervised
institutions to clarify) that securities are
not deposits under the FDI Act and are
not insured by the FDIC.
Section 3(l) of the FDI Act defines
‘‘deposit’’ for the purposes of the FDI
Act and does not include any securities,
regardless of issuer.12 The definition of
‘‘insured deposit’’ at section 3(m) of the
FDI Act, also does do not include
securities, including those issued by a
State savings association.13
Further, part 328 governs the use of
the official sign of the FDIC and
prescribes its use by insured depository
institutions. It also provides the official
advertising statement that insured
depository institutions must include in
their advertisements. For purposes of
part 328, the term ‘‘insured depository
institution’’ includes insured branches
of a foreign depository institution, as
well as State savings associations. In
particular, the advertising of non-
deposit products (which includes
securities) is governed by § 328.3(e).
That section prohibits an insured
depository institution from including
the official advertising statement, or any
other statement or symbol which
implies or suggests the existence of
Federal deposit insurance, in any
advertisement that relates solely to non-
deposit products.
Because § 390.331 largely is
redundant to current FDIC rules and
regulations that govern advertising of
non-deposit products, including
securities, for all insured depository
institutions, the FDIC proposes to
rescind and remove § 390.331.
C. 12 CFR 390.332—Merger,
Consolidation, Purchase or Sale of
Assets, or Assumption of Liabilities
Section 390.332 addresses the
application requirements for mergers,
consolidations, purchases or sales of
assets, and assumptions of liabilities
that apply to State savings associations.
The FDIC proposes to rescind § 390.332
and to amend 12 CFR part 303, subpart
D, the section of the FDIC’s regulations
governing merger transactions. The
proposed amendments to subpart D
would make that section applicable to
any FDIC-supervised institution,
including State savings associations,
and would make other conforming
changes. The proposed revisions to
subpart D would make subpart D
applicable to mergers in which the
resulting institution is a State savings
association, while observing the
necessary requirements of the Bank
Merger Act and Home Owners’ Loan Act
(HOLA).14 The FDIC specifically
proposes amending § 303.62(a)(1) of the
FDIC’s regulations to clarify that this
section applies to merger transactions in
which the resulting institution is either
an insured State nonmember bank or a
State savings association.
HOLA generally provides for a 60-day
expedited processing period for
applications involving State or Federal
savings associations that acquire or are
acquired by another insured depository
institution.15 The FDIC proposes to
amend § 303.64 of its regulations to
reflect HOLA’s expedited statutory
processing requirement as it applies to
State savings associations. Specifically,
a proposed new paragraph (c) of section
303.64 would clarify that the FDIC will
act on merger applications submitted by
State savings associations within 60
days after the date of the FDIC’s receipt
of a substantially complete merger
application, subject to the FDIC’s
authority to extend such period by an
additional 30 days in cases where
material information is substantially
inaccurate or incomplete.16 Although
the FDIC proposes to incorporate this
60-day processing requirement with
respect to State savings associations, the
FDIC proposes to rescind the provisions
of § 390.332 that deem certain merger
applications involving state savings
associations to be automatically
approved.17 The FDIC does not consider
such provisions to be statutorily
required by the HOLA, and their
inclusion in subpart D would be
inconsistent with the treatment of State
nonmember banks under subpart D,
which clarifies that merger applications
processed under expedited processing
are not deemed to be automatically
approved upon the conclusion of the
expedited processing period.18 After the
proposed amendment to subpart D and
proposed removal and rescission of
§ 390.332, all FDIC-supervised
institutions would be subject, in
substantially the same manner, to the
regulations for merger applications
found in part 303, subpart D.
The FDIC is including a technical
amendment to § 303.62(b)(5) of the
FDIC’s regulations. Currently,
§ 303.62(b)(5) provides that an insured
depository institution assuming deposit
liabilities of another insured institution
must provide certification of
assumption of deposit liability to the
FDIC in accordance with part 307. This
provision no longer accurately reflects
the requirements of part 307, which was
amended to clarify that the transferring
institution file the certification, rather
than the assuming institution.19
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