OCC Revises Comptroller’s Licensing Manual Booklet for Change in Bank Control
On February 16, 2023, the Office of the Comptroller of the Currency (OCC) issued the “Change In Bank Control” booklet of the Comptroller’s Licensing Manual [1](“Booklet”) to replace the version issued September 2017. The newest issue contains updated guidance as well as necessary corrections, including updated references and other minor modifications.
The Booklet defines having control of a bank as an individual who possess “the power—directly or indirectly—to direct the management or policies of the bank, or to vote 25 percent or more of any class of voting securities of the bank.” All persons who seek “to acquire control of a national bank or [Federal Savings Association (FSA)] through the purchase, assignment, transfer, pledge, exchange, succession, or other disposition of voting stock must file a notice with the OCC and submit the information requested by the ‘Interagency Notice of Change in Control’ form.” The OCC recommends reading the associated booklet before filing or submitting the requested information.
The Booklet applies to all national banks, federal savings associations, and federal branches and agencies of foreign banking organizations. It is intended to provide guidance on the OCC’s licensing procedures for a change in control of a covered bank. The Booklet provides necessary hyperlinks to forms and information that a filer may need, as well as the following:
“guidance, instructions, policies, and procedures for persons submitting a notice of change in bank control”;
the applicable time frames for filing notice;
the statutory factors the OCC considers in deciding whether to disapprove a notice of change in control, such as if the proposed control acquisition “would result in a monopoly” or if it “might jeopardize the financial stability of the bank or prejudice the interests of its depositors”;
information about the notice process, including prefiling, filing, determination of whether the notice is technically complete, and time frames for processing a notice; and
procedures for an acquiring person (filer) to follow.
[1] https://www.occ.gov/publications-and-resources/publications/comptrollers-licensing-manual/files/cbca.pdf