,,ii #aafth ,,congress #b;d ,session ,s4 #cbac ,,in ,,the ,,senate ,,of ,,the ,,united ,,states ,january #af1 #bjbj,ms4 ,warren introduced the following bill2 which was read twice and referred to the ,committee on ,banking1 ,housing1 and ,urban ,affairs ,a ,,bill ,to amend certain banking laws to establish requirements for bank mergers1 and for other purposes4 #a4 ,short title2 table of contents 7a7 ,short title ,this ,act may be cited as the ,bank ,merger ,review ,modernization ,act of #bjai4 7b7 ,table of contents ,the table of contents for this ,act is as follows3 ,sec4 #a4 ,short title2 table of contents4,sec4 #b4 ,compliance with ,federal consumer financial laws4,sec4 #c4 ,cost-benefit analysis for merger transactions4,sec4 #d4 ,community ,reinvestment ,act performance4,sec4 #e4 ,financial stability considerations for merger transactions4,sec4 #f4 ,financial criteria for certain merger transactions4,sec4 #g4 ,managerial criteria for certain merger transactions4,sec4 #h4 ,competitive effects4,sec4 #i4 ,transparency in merger review4,sec4 #aj4 ,financial stability exception4,sec4 #aa4 ,citizen standing4 #b4 ,compliance with ,federal consumer financial laws 7a7 ,application for mergers or acquisitions 7#a7 ,in general ,not later than #ahj days after the date of the enactment of this ,act1 the ,director of the ,bureau of ,consumer ,financial ,protection shall establish procedures for a covered applicant to submit an application to directly or indirectly merge with1 or directly or indirectly acquire1 a person that offers or provides consumer financial products or services 7as defined in section #ajjb of the ,consumer ,financial ,protection ,act of #bjaj 7#ab ,u4,s4,c4 #edha7ad7774 7#b7 ,public comment ,the ,director shall allow a period of at least #cj days for public comment on applications submitted under paragraph 7#a74 7b7 ,prohibition ,it shall be unlawful for a covered applicant to directly or indirectly merge with1 or directly or indirectly acquire1 a person that offers or provides consumer financial products or services 7as defined in section #ajjb of the ,consumer ,financial ,protection ,act of #bjaj 7#ab ,u4,s4,c4 #edha7ad777 without the prior written approval of the ,director4 7c7 ,considerations ,in considering an application under subsection 7a71 the ,director shall-- 7#a7 consider the records of the covered applicant and the person with respect to compliance with the ,federal consumer financial laws2 and 7#b7 deny such application if the resulting institution would not have adequate systems in place to ensure compliance with the ,federal consumer financial laws4 7d7 ,covered applicant defined ,in this section1 the term covered applicant means an insured depository institution 7as defined in section #c of the ,federal ,deposit ,insurance ,act 7#ab ,u4,s4,c4 #ahac77 or a depository institution holding company 7as defined in such section7 with more than #aj1jjj1jjj1jjj in total assets4 #c4 ,cost-benefit analysis for merger transactions 7a7 ,insured depository institutions ,section #ah7;c7 of the ,federal ,deposit ,insurance ,act 7#ab ,u4,s4,c4 #ahbh7;c77 is amended by adding at the end the following new paragraph3 7#ad7 ,analysis of costs and benefits 7,a7 ,in general ,the responsible agency shall not approve any proposed merger transaction under this subsection unless the responsible agency determines that the public benefits of the merger transaction outweigh the expected costs4 7,b7 ,evaluation ,in evaluating the expected costs of the proposed merger transaction under subparagraph 7,a71 the responsible agency shall consider-- 7i7 the probable effect of the proposed merger transaction on the cost and availability of financial products and services2 7ii7 the probable effect of branch closures on customers of each bank or savings association involved in the proposed merger transaction2 7iii7 the probable effect of the proposed merger transaction on relevant local economies1 including employment losses relating to branch closures and impacts on job quality2 and 7iv7 any other cost of the proposed merger transaction that the responsible agency considers pursuant to this subsection4 4 7b7 ,bank holding companies 7#a7 ,proposed acquisitions1 mergers1 or consolidations ,section #c7;c7 of the ,bank ,holding ,company ,act of #aief 7#ab ,u4,s4,c4 #ahdb7;c77 is amended by adding at the end the following new paragraph3 7#h7 ,analysis of costs and benefits 7,a7 ,in general ,the ,board may not approve an application under this section unless the ,board determines that the public benefits of the proposed transaction outweigh the expected costs4 7,b7 ,evaluation ,in evaluating the expected costs of the proposed transaction under subparagraph 7,a71 the ,board shall consider-- 7i7 the probable effect of the proposed transaction on the cost and availability of financial products and services2 7ii7 the probable effect of branch closures on customers of each company involved in the proposed transaction2 7iii7 the probable effect of the proposed transaction on relevant local economies1 including employment losses relating to branch closures and impacts on job quality2 and 7iv7 any other cost of the proposed transaction that the ,board considers pursuant to this subsection4 4 7#b7 ,other transactions or activities ,section #d7;j77#b7 of the ,bank ,holding ,company ,act of #aief 7#ab ,u4,s4,c4 #ahdc7;j77#b77 is amended by adding at the end the following new subparagraph3 7,d7 ,analysis of costs and benefits 7i7 ,in general ,the ,board shall deny a notice filed pursuant to this subsection unless the ,board determines that the public benefits of the proposed transaction or activity described in the notice outweigh the expected costs4 7ii7 ,evaluation ,in evaluating the expected costs of the proposed transaction under subparagraph 7,a71 the ,board shall consider-- 7,i7 the probable effect of the proposed transaction or activity on the cost and availability of financial products and services2 7,,ii7 the probable effect of branch closures on customers of each company involved in the proposed transaction or activity2 7,,iii7 the probable effect of the proposed transaction or activity on relevant local economies1 including employment losses relating to branch closures and impacts on job quality2 and 7,,iv7 any other cost of the proposed transaction or activity that the ,board considers pursuant to this paragraph4 4 #d4 ,community ,reinvestment ,act performance 7a7 ,insured depository institutions ,section #ah7;c7 of the ,federal ,deposit ,insurance ,act 7#ab ,u4,s4,c4 #ahbh7;c771 as amended by section #c1 is further amended by adding at the end the following new paragraphs3 7#ae7 ,community ,reinvestment ,act performance ,the responsible agency shall not approve a proposed merger transaction under this section if the largest insured depository institution that is party to such transaction1 based on a comparison of the average total risk-weighted assets controlled by each insured depository institution that is party to such transaction during the previous #ab-month period1 has received a rating lower than outstanding record of meeting community credit needs on-- 7,a7 two out of the three most recent written evaluations required under section #hjg of the ,community ,reinvestment ,act of #aigg 7#ab ,u4,s4,c4 #bijf72 or 7,b7 if three such evaluations are not available1 the most recent written evaluation required under such section4 7#af7 ,community benefits plan 7,a7 ,in general ,in reviewing any application filed under this paragraph1 the responsible agency shall require-- 7i7 submission to the appropriate ,federal financial supervisory agency of a community benefits plan2 7ii7 that the insured depository institution consult with community-based organizations and other community stakeholders in developing the community benefits plan2 and 7iii7 a public hearing to be held if any insured depository institution involved in the transaction has received a substantial noncompliance in meeting community credit needs or needs to improve record of meeting community credit needs rating in any assessment area during the last examination of such institution conducted pursuant to the ,community ,reinvestment ,act of #aigg4 7,b7 ,definition ,for purposes of this paragraph1 community benefits plan means a plan that provides measurable goals for future amounts of safe and sound loans1 investments1 services1 and other financial products for low- and moderate-income communities and other distressed or underserved communities4 4 7b7 ,bank holding companies 7#a7 ,proposed acquisitions1 mergers1 or consolidations ,section #c7;c7 of the ,bank ,holding ,company ,act of #aief 7#ab ,u4,s4,c4 #ahdb7;c771 as amended by section #c1 is further amended by adding at the end the following new paragraphs3 7#i7 ,community ,reinvestment ,act performance ,the ,board shall deny an application under this section if either the lead insured depository institution of the applicant or the insured depository institution that would be the lead insured depository institution of the resulting company following consummation of the proposed transaction has received a rating lower than outstanding record of meeting community credit needs on-- 7,a7 two out of the three most recent written evaluations required under section #hjg of the ,community ,reinvestment ,act of #aigg 7#ab ,u4,s4,c4 #bijf72 or 7,b7 if three such evaluations are not available1 the most recent written evaluation required under such section4 7#aj7 ,community benefits plan 7,a7 ,in general ,in reviewing any application filed under this paragraph1 the ,board shall require-- 7i7 submission to the appropriate ,federal financial supervisory agency of a community benefits plan2 7ii7 that the company consult with community-based organizations and other community stakeholders in developing the community benefits plan2 and 7iii7 a public hearing to be held if any bank that would be controlled by the resulting company has received a substantial noncompliance in meeting community credit needs or needs to improve record of meeting community credit needs rating in any assessment area during the last examination of such institution conducted pursuant to the ,community ,reinvestment ,act of #aigg4 7,b7 ,definition ,for purposes of this paragraph1 community benefits plan means a plan that provides measurable goals for future amounts of safe and sound loans1 investments1 services1 and other financial products for low- and moderate-income communities and other distressed or underserved communities4 4 7#b7 ,other transactions or activities ,section #d7;j77#b7 of the ,bank ,holding ,company ,act of #aief 7#ab ,u4,s4,c4 #ahdc7;j77#b771 as amended by section #c1 is further amended by adding at the end the following new subparagraphs3 7,e7 ,community ,reinvestment ,act performance ,the ,board shall deny a notice filed pursuant to this subsection if the lead insured depository institution of the applicant or the insured depository institution that would be the lead insured depository institution of the resulting company following consummation of the proposed transaction or activity has received a rating lower than outstanding record of meeting community credit needs on-- 7i7 two out of the three most recent written evaluations required under section #hjg of the ,community ,reinvestment ,act of #aigg 7#ab ,u4,s4,c4 #bijf72 or 7ii7 if three such evaluations are not available1 the most recent written evaluation required under such section4 7,f7 ,community benefits plan 7i7 ,in general ,in reviewing any notice filed under this paragraph1 the ,board shall require-- 7,i7 submission to the appropriate ,federal financial supervisory agency of a community benefits plan2 7,,ii7 that the company consult with community-based organizations and other community stakeholders in developing the community benefits plan2 and 7,,iii7 a public hearing to be held if any bank that would be controlled by the resulting company has received a substantial noncompliance in meeting community credit needs or needs to improve record of meeting community credit needs rating in any assessment area during the last examination of such institution conducted pursuant to the ,community ,reinvestment ,act of #aigg4 7ii7 ,definition ,for purposes of this paragraph1 community benefits plan means a plan that provides measurable goals for future amounts of safe and sound loans1 investments1 services1 and other financial products for low- and moderate-income communities and other distressed or underserved communities4 4 7c7 ,community ,reinvestment ,act amendment ,section #hjd of the ,community ,reinvestment ,act of #aigg 7#ab ,u4,s4,c4 #bijc7 is amended by adding at the end the following new subsection3 7e7 ,community benefits plan ,in assessing and taking into account1 under subsection 7a71 the record of a financial institution1 the appropriate ,federal financial supervisory agency shall consider as a factor the financial institution's record of compliance with any community benefits plan pursuant to section #c7;c77#aj7 or #d7;j77#b77;,f7 of the ,bank ,holding ,company ,act of #aief or section #ah7;c77#af7 of the ,federal ,deposit ,insurance ,act1 as applicable4 4 7d7 ,fair lending assessment ,section #hjg7;b77#a7 of the ,community ,reinvestment ,act of #aigg 7#ab ,u4,s4,c4 #bijf7;b77#a77 is amended-- 7#a7 in subparagraph 7,a7-- 7,a7 in clause 7ii71 by striking and at the end2 7,b7 by redesignating clause 7iii7 as clause 7iv72 and 7,c7 by inserting after clause 7ii7 the following new clause3 7iii7 contain statistical analyses of the institution's fair lending performance using data reported under the ,home ,mortgage ,disclosure ,act2 and 2 and 7#b7 in subparagraph 7,b71 by striking clauses 7i7 and 7ii7 and inserting clauses 7i71 7ii71 and 7iii74 #e4 ,financial stability considerations for merger transactions 7a7 ,insured depository institutions ,section #ah7;c7 of the ,federal ,deposit ,insurance ,act 7#ab ,u4,s4,c4 #ahbh7;c771 as amended by section #d1 is further amended-- 7#a7 in paragraph 7#e7-- 7,a7 in subparagraph 7,a71 by striking or at the end2 7,b7 in subparagraph 7,b71 by striking the period at the end and inserting 1 or2 and 7,c7 by inserting after subparagraph 7,b7 the following new subparagraph3 7,c7 any proposed merger transaction for which the resulting insured depository institution would receive a score greater than #be on the assessment described in paragraph 7#ag77;,b74 2 and 7#b7 by adding at the end the following new paragraph3 7#ag7 ,financial stability ,in considering the risk to the stability of the ,united ,states banking or financial system under paragraph 7#e71 the responsible agency shall-- 7,a7 take into account-- 7i7 the insured depository institutions or bank holding companies that might acquire the applicant insured depository institution if the resulting insured depository institution were to fail after consummation of the proposed merger2 and 7ii7 whether such an acquisition would result in greater or more concentrated risks to the stability of the ,united ,states banking or financial system2 and 7,b7 use the assessment methodology developed by the ,basel ,committee on ,banking ,supervision for assessing global systemically important banks4 4 7b7 ,bank holding companies 7#a7 ,proposed acquisitions1 mergers1 or consolidations ,section #c7;c77#g7 of the ,bank ,holding ,company ,act of #aief 7#ab ,u4,s4,c4 #ahdb7;c77#g771 as amended by section #d1 is further amended-- 7,a7 by striking ,in every case1 and inserting the following3 7,a7 ,in general ,in every case1 2 and 7,b7 by adding at the end the following new subparagraphs3 7,b7 ,considerations ,the ,board shall not approve an application under this section for which the resulting company would receive a score greater than #be on the assessment described in subparagraph 7,c77ii74 7,c7 ,financial stability ,in considering the risk to the stability of the ,united ,states banking or financial system1 the ,board shall-- 7i7 take into account-- 7,i7 the insured depository institutions or bank holding companies that might acquire the resulting company if it were to fail after consummation of the proposed transaction2 and 7,,ii7 whether such an acquisition would result in greater or more concentrated risks to the stability of the ,united ,states banking or financial system2 and 7ii7 use the assessment methodology developed by the ,basel ,committee on ,banking ,supervision for assessing global systemically important banks4 4 7#b7 ,proposed transactions or activities ,section #d7;j77#b7 of the ,bank ,holding ,company ,act of #aief 7#ab ,u4,s4,c4 #ahdc7;j77#b771 as amended by section #d1 is further amended by adding at the end the following new subparagraphs3 7,g7 ,considerations ,the ,board shall deny a notice filed pursuant to this subsection if the resulting company would receive a score greater than #be on the assessment described in subparagraph 7,h77ii74 7,h7 ,assessment of financial stability ,in considering the risk to the stability of the ,united ,states banking or financial system1 the ,board shall-- 7i7 take into account-- 7,i7 the insured depository institutions or bank holding companies that might acquire the applicant bank holding company if the resulting company were to fail after consummation of the proposed proposal2 and 7,,ii7 whether such an acquisition would result in greater or more concentrated risks to the stability of the ,united ,states banking or financial system2 and 7ii7 use the assessment methodology developed by the ,basel ,committee on ,banking ,supervision for assessing global systemically important banks4 4 #f4 ,financial criteria for certain merger transactions 7a7 ,stress tests 7#a7 ,proposed acquisitions1 mergers1 or consolidations ,section #c7;c7 of the ,bank ,holding ,company ,act of #aief 7#ab ,u4,s4,c4 #ahdb7;c771 as amended by section #d1 is further amended by adding at the end the following new paragraphs3 7#aa7 ,stress tests 7,a7 ,in general ,if a resulting company will have total consolidated assets greater than or equal to #ajj1jjj1jjj1jjj1 the ,board shall evaluate the pro forma balance sheet of the resulting company to assess whether such resulting company would have the capital1 on a total consolidated basis1 necessary to absorb losses as a result of adverse economic conditions4 7,b7 ,considerations ,the ,board shall not approve an application under this section unless the resulting company would remain at least adequately capitalized in severely adverse economic conditions under the evaluation described in subparagraph 7,a74 4 7#b7 ,proposed transactions or activities ,section #d7;j77#b7 of the ,bank ,holding ,company ,act of #aief 7#ab ,u4,s4,c4 #ahdc7;j77#b771 as amended by section #e1 is further amended by adding at the end the following new subparagraph3 7,i7 ,stress tests 7i7 ,in general ,if a resulting company will have total consolidated assets greater than or equal to #ajj1jjj1jjj1jjj1 the ,board shall evaluate the pro forma balance sheet of the resulting company to determine whether such resulting company would have the capital1 on a total consolidated basis1 necessary to absorb losses as a result of adverse economic conditions4 7ii7 ,considerations ,the ,board shall deny a notice submitted pursuant to this subsection if the resulting company would not remain at least adequately capitalized in severely adverse economic conditions under the evaluation described in clause 7i74 4 7b7 ,well capitalized thresholds 7#a7 ,definition of well capitalized for interstate bank mergers ,section #dd7;g7 of the ,federal ,deposit ,insurance ,act 7#ab ,u4,s4,c4 #ahcau7g77 is amended by adding at the end the following new paragraph3 7#ab7 ,well capitalized ,the term well capitalized means1 with respect to an insured depository institution with total consolidated assets of #aj1jjj1jjj1jjj or more1 that such institution exceeds the required minimum level for each relevant capital measure to be considered adequately capitalized 7as determined under section #ch7 by at least #ej percent of such minimum4 4 7#b7 ,bank holding companies ,section #b7o77,b77ii7 of the ,bank ,holding ,company ,act of #aief 7#ab ,u4,s4,c4 #ahda7o77,b77ii77 is amended to read as follows3 7ii7 ,well capitalized ,a bank holding company is well capitalized if-- 7,i7 with respect to a company that has total consolidated assets of #aj1jjj1jjj1jjj or more1 it exceeds the required minimum level for each relevant capital measure 7as determined by the ,board7 by at least #ej percent of such minimum2 and 7,,ii7 with respect to a company that has total consolidated assets of less than #aj1jjj1jjj1jjj1 it meets the required capital levels for well capitalized bank holding companies established by the ,board4 4 #g4 ,managerial criteria for certain merger transactions 7a7 ,insured depository institutions ,section #ah7;c7 of the ,federal ,deposit ,insurance ,act 7#ab ,u4,s4,c4 #ahbh7;c771 as amended by section #e1 is further amended by adding at the end the following3 7#ah7 7,a7 ,in this paragraph1 the term covered transaction means a merger transaction in which the resulting company would have more than #ajj1jjj1jjj1jjj in total assets4 7,b7 ,an application for approval of a covered transaction shall include the name of each individual who will serve on the board of directors or serve as a senior executive officer of the resulting company4 7,c7 ,the responsible agency shall make a written evaluation of the competence1 experience1 character1 and integrity of each individual described in subparagraph 7,b74 7,d7 ,the responsible agency shall not approve a covered transaction if the responsible agency determines that the competence1 experience1 character1 or integrity of any individual described in subparagraph 7,b7 indicates that it would not be in the best interests of the depositors of the depository institution or in the best interests of the public to permit the individual to be employed by1 or associated with1 the resulting company4 7,e7 ,the responsible agency shall make any written evaluation described in subparagraph 7,c7 publicly available after the date on which the responsible agency approves or denies a covered transaction4 4 7b7 ,bank holding companies 7#a7 ,acquisition of bank shares or assets ,section #c7;c7 of the ,bank ,holding ,company ,act of #aief 7#ab ,u4,s4,c4 #ahdb7;c771 as amended by section #f1 is further amended by adding at the end the following3 7#ab7 ,covered transactions 7,a7 ,definition ,in this paragraph1 the term covered transaction means an acquisition1 merger1 or consolidation under this section in which the resulting company would have more than #ajj1jjj1jjj1jjj in total assets4 7,b7 ,listing of members of the board of directors and senior executive officers 7i7 ,in general ,an application for approval of a covered transaction shall include the name of each individual who will serve on the board of directors or serve as a senior executive officer of the resulting company4 7ii7 ,written evaluation ,the ,board shall make a written evaluation of the competence1 experience1 character1 and integrity of each individual described in clause 7i74 7iii7 ,best interests ,the ,board shall not approve a covered transaction if the ,board determines that the competence1 experience1 character1 or integrity of any individual described in clause 7i7 indicates that it would not be in the best interests of the shareholders of the bank holding company or in the best interests of the public to permit the individual to be employed by1 or associated with1 the resulting company4 7iv7 ,publicly available ,the ,board shall make any written evaluation described in clause 7ii7 publicly available after the date on which the ,board approves or denies a covered transaction4 4 7#b7 ,interests in nonbanking organizations ,section #d7;j77#b7 of the ,bank ,holding ,company ,act of #aief 7#ab ,u4,s4,c4 #ahdc7;j77#b771 as amended by section #f7;a77#b7 of this ,act1 is amended by adding at the end the following3 7,j7 ,covered transactions 7i7 ,definition ,in this paragraph1 the term covered transaction means a transaction under this subsection in which the resulting company would have more than #ajj1jjj1jjj1jjj in total assets4 7ii7 ,listing of members of the board of directors and senior executive officers 7,i7 ,in general ,notice for approval of a covered transaction shall include the name of each individual who will serve on the board of directors or serve as a senior executive officer of the resulting company4 7,,ii7 ,written evaluation ,the ,board shall make a written evaluation of the competence1 experience1 character1 and integrity of each individual described in clause 7i74 7,,iii7 ,best interests ,the ,board shall deny a proposed covered transaction if the ,board determines that the competence1 experience1 character1 or integrity of any individual described in clause 7i7 indicates that it would not be in the best interests of the shareholders of the bank holding company or in the best interests of the public to permit the individual to be employed by1 or associated with1 the resulting company4 7,,iv7 ,publicly available ,the ,board shall make any written evaluation described in clause 7ii7 publicly available after the date on which the ,board approves or denies a covered transaction4 4 #h4 ,competitive effects 7a7 ,insured depository institutions ,section #ah7;c7 of the ,federal ,deposit ,insurance ,act 7#ab ,u4,s4,c4 #ahbh7;c771 as amended by section #g1 is further amended by adding at the end the following new paragraph3 7#ai7 ,competitive effects 7,a7 ,product markets ,in every case1 the responsible agency shall consider the competitive effects of the proposed transaction on the market for-- 7i7 commercial deposits2 7ii7 loans to small businesses1 using data reported under the ,community ,reinvestment ,act of #aigg for loans to small businesses with less than #a1jjj1jjj in gross annual revenue1 and any other data the responsible agency deems appropriate to collect for this purpose2 7iii7 home mortgage loans1 using data reported under the ,home ,mortgage ,disclosure ,act of #aige for first-lien mortgage loans for single family homes1 and any other data the responsible agency deems appropriate to collect for this purpose2 and 7iv7 any other financial product that comprises a substantial portion of the activities of each bank or savings association involved in the proposed merger transaction1 as determined by the responsible agency4 7,b7 ,geographic markets ,the responsible agency shall consider the competitive effects of the proposed transaction on the product markets identified in subparagraph 7,a7 with respect to each of the following geographic markets as defined by the ,united ,states ,census ,bureau3 7i7 ,each ,state in which the resulting company would operate4 7ii7 ,each core-based statistical area in which the resulting company would operate4 7iii7 ,each county in which the resulting company would operate4 7iv7 ,any other geographic area the responsible agency deems appropriate4 4 7b7 ,bank holding companies 7#a7 ,proposed acquisitions1 mergers1 or consolidations ,section #c7;c7 of the ,bank ,holding ,company ,act of #aief 7#ab ,u4,s4,c4 #ahdb7;c771 as amended by section #g1 is further amended by adding at the end the following new paragraph3 7#ac7 ,competitive effects 7,a7 ,product markets ,in every case1 the ,board shall consider the competitive effects of the proposed transaction on the market for-- 7i7 commercial deposits2 7ii7 loans to small businesses1 using data reported under the ,community ,reinvestment ,act of #aigg for loans to small businesses with less than #a1jjj1jjj in gross annual revenue1 and any other data the ,board deems appropriate to collect for this purpose2 7iii7 home mortgage loans1 using data reported under the ,home ,mortgage ,disclosure ,act of #aige for first-lien mortgage loans for single family homes1 and any other data the ,board deems appropriate to collect for this purpose2 and 7iv7 any other financial product that comprises a substantial portion of the activities of each company involved in the proposed merger transaction1 as determined by the ,board4 7,b7 ,geographic markets ,the ,board shall consider the competitive effects of the proposed transaction on the product markets identified in subparagraph 7,a7 with respect to each of the following geographic markets3 7i7 ,each ,state in which the resulting company would operate4 7ii7 ,each core-based statistical area in which the resulting company would operate4 7iii7 ,each county in which the resulting company would operate4 7iv7 ,any other geographic area the ,board deems appropriate4 4 7#b7 ,proposed transactions or activities ,section #d7;j77#b7 of the ,bank ,holding ,company ,act of #aief 7#ab ,u4,s4,c4 #ahdc7;j77#b77 as amended by section #g1 is further amended by adding at the end the following new paragraph3 7,k7 ,competitive effects 7i7 ,product markets ,in every case1 the ,board shall consider the competitive effects of the proposed transaction on the market for-- 7,i7 commercial deposits2 7,,ii7 loans to small businesses1 using data reported under the ,community ,reinvestment ,act of #aigg for loans to small businesses with less than #a1jjj1jjj in gross annual revenue1 and any other data the ,board deems appropriate to collect for this purpose2 7,,iii7 home mortgage loans1 using data reported under the ,home ,mortgage ,disclosure ,act of #aige for first-lien mortgage loans for single family homes1 and any other data the ,board deems appropriate to collect for this purpose2 and 7,,iv7 any other financial product that comprises a substantial portion of the activities of each company involved in the proposed merger transaction1 as determined by the ,board4 7ii7 ,geographic markets ,the ,board shall consider the competitive effects of the proposed transaction on the product markets identified in clause 7i7 with respect to each of the following geographic markets3 7,i7 ,each ,state in which the resulting company would operate4 7,,ii7 ,each core-based statistical area in which the resulting company would operate4 7,,iii7 ,each county in which the resulting company would operate4 7,,iv7 ,any other geographic area the ,board deems appropriate4 4 #i4 ,transparency in merger review 7a7 ,insured depository institutions ,section #ah7;c7 of the ,federal ,deposit ,insurance ,act 7#ab ,u4,s4,c4 #ahbh7;c771 as amended by section #h1 is further amended by adding at the end the following new paragraph3 7#bj7 ,transparency 7,a7 ,in general ,in any application under this section-- 7i7 an insured depository institution shall-- 7,i7 disclose whether any persons employed by1 representing1 or acting on behalf of the depository institution have had verbal or written communications with the responsible agency1 a ,federal reserve bank1 or any other ,federal regulatory agency regarding the proposed merger transaction2 and 7,,ii7 identify the dates and the names of individuals involved in1 and the content of1 all communications described in subclause 7,i72 and 7ii7 the chief executive officer and chief legal officer of an insured depository institution shall certify that no persons employed by1 representing1 or acting on behalf of the depository institution asked for or received assurances from the responsible agency1 a ,federal reserve bank1 or any other ,federal regulatory agency that the proposed merger transaction would be approved of that there would be no barriers to such approval4 7,b7 ,updates ,an insured depository institution shall update the disclosure and certification described in subparagraph 7,a7 as needed within #b business days of any communication that occurs before the responsible agency makes a final decision on a proposed merger transaction4 7,c7 ,publication ,the responsible agency shall publish on the website of such agency the disclosure1 certification1 and any updates required under this paragraph within #a business day of receipt4 4 7b7 ,bank holding companies 7#a7 ,proposed acquisitions1 mergers1 or consolidations ,section #c7;c7 of the ,bank ,holding ,company ,act of #aief 7#ab ,u4,s4,c4 #ahdb7;c771 as amended by section #h1 is further amended by adding at the end the following new paragraph3 7#ad7 ,transparency 7,a7 ,in general ,in any application under this section-- 7i7 a bank holding company shall-- 7,i7 disclose whether any persons employed by1 representing1 or acting on behalf of the bank holding company have had verbal or written communications with the ,board1 a ,federal reserve bank1 or any other ,federal regulatory agency regarding the proposal2 and 7,,ii7 identify the dates and the names of individuals involved in1 and the content of1 all communications described in subclause 7,i72 and 7ii7 the chief executive officer and chief legal officer of a bank holding company shall certify that no persons employed by1 representing1 or acting on behalf of the bank holding company asked for or received assurances from the ,board1 a ,federal reserve bank1 or any other ,federal regulatory agency that the proposal would be approved of that there would be no barriers to such approval4 7,b7 ,updates ,a bank holding company shall update the disclosure and certification described in subparagraph 7,a7 as needed within #b business days of any communication that occurs before the ,board makes a final decision on a proposal4 7,c7 ,publication ,the ,board shall publish on the website of the ,board the disclosure1 certification1 and any updates required under this paragraph within #a business day of receipt4 4 7#b7 ,proposed transactions or activities ,section #d7;j7 of the ,bank ,holding ,company ,act of #aief 7#ab ,u4,s4,c4 #ahdc7;j77 as amended by section #h1 is further amended by adding at the end the following new paragraph3 7#h7 ,transparency 7,a7 ,in general ,in any notice under this section-- 7i7 a bank holding company shall-- 7,i7 disclose whether any persons employed by1 representing1 or acting on behalf of the bank holding company have had verbal or written communications with the ,board1 a ,federal reserve bank1 or any other ,federal regulatory agency regarding the proposal2 and 7,,ii7 identify the dates and the names of individuals involved in1 and the content of1 all communications described in subclause 7,i72 and 7ii7 the chief executive officer and chief legal officer of a bank holding company shall certify that no persons employed by1 representing1 or acting on behalf of the bank holding company asked for or received assurances from the ,board1 a ,federal reserve bank1 or any other ,federal regulatory agency that the proposal would be approved of that there would be no barriers to such approval4 7,b7 ,updates ,a bank holding company shall update the disclosure and certification described in subparagraph 7,a7 as needed within #b business days of any communication that occurs before the ,board makes a final decision on a proposal4 7,c7 ,publication ,the ,board shall publish on the website of the ,board the disclosure1 certification1 and any updates required under this paragraph within #a business day of receipt4 4 #aj4 ,financial stability exception 7a7 ,insured depository institutions ,section #ah7;c7 of the ,federal ,deposit ,insurance ,act 7#ab ,u4,s4,c4 #ahbh7;c771 as amended by section #i1 is further amended by adding at the end the following new paragraph3 7#ba7 ,,fsoc determination ,notwithstanding paragraphs 7#e77;c71 7#ad71 7#ae71 7#af71 7#ag71 and 7#ah7 of this subsection1 if the ,financial ,stability ,oversight ,council determines by a #bc vote that a proposed merger transaction under this subsection is necessary to preserve the stability of the ,united ,states banking or financial system1 the responsible agency may approve such transaction4 4 7b7 ,bank holding companies 7#a7 ,proposed acquisitions1 mergers1 or consolidations ,section #c7;c7 of the ,bank ,holding ,company ,act of #aief 7#ab ,u4,s4,c4 #ahdb7;c771 as amended by section #i1 is further amended by adding at the end the following new paragraph3 7#ae7 ,,fsoc determination ,notwithstanding paragraphs 7#g77;,b71 7#h71 7#i71 7#aj71 7#aa71 and 7#ab7 of this subsection1 if the ,financial ,stability ,oversight ,council determines by a #bc vote that a proposed acquisition1 merger1 or consolidation under this subsection is necessary to preserve the stability of the ,united ,states banking or financial system1 the ,board may approve such acquisition1 merger1 or consolidation4 4 7#b7 ,proposed transactions or activities ,section #d7;j77#b7 of the ,bank ,holding ,company ,act of #aief 7#ab ,u4,s4,c4 #ahdc7;j77#b771 as amended by section #h1 is amended by adding at the end the following new paragraph3 7,l7 ,,fsoc determination ,notwithstanding paragraphs 7#b77;,d71 7#b77;,e71 7#b77;,f71 7#b77;,g71 7#b77;,i71 and 7#b77;,j7 of this subsection1 if the ,financial ,stability ,oversight ,council determines by a #bc vote that a proposed transaction or activity under this subsection is necessary to preserve the stability of the ,united ,states banking or financial system1 the ,board may approve such transaction or activity4 4 #aa4 ,citizen standing 7a7 ,insured depository institutions ,section #ah7;c7 of the ,federal ,deposit ,insurance ,act 7#ab ,u4,s4,c4 #ahbh7;c771 as amended by section #aj1 is further amended by adding at the end the following new paragraph3 7#bb7 ,citizen standing 7,a7 ,in general ,not later than #aj days after the approval of a merger transaction by the responsible agency under this subsection or the denial of a request for reconsideration of an application for a merger transaction1 an individual may file a civil action in the appropriate ,united ,states district court to review such approval1 regardless of whether the individual submitted a comment or otherwise participated in the application process for approval of the merger transaction4 7,b7 ,consideration ,in any such action1 the court shall review de novo the issues presented1 consider the matter on an expedited basis1 and issue a decision within #cj days4 7,c7 ,costs ,an individual who files a civil action under this paragraph may not be required to pay the costs of the responsible agency or any party to the merger transaction that is the subject of the civil action4 7,d7 ,effect on merger transaction ,the proposed merger transaction that is the subject of a civil action under this paragraph may not be consummated until the court issues a final decision in such action4 4 7b7 ,bank holding companies 7#a7 ,proposed acquisitions1 mergers1 or consolidations ,section #c7;c7 of the ,bank ,holding ,company ,act of #aief 7#ab ,u4,s4,c4 #ahdb7;c771 as amended by section #aj1 is further amended by adding at the end the following new paragraph3 7#af7 ,citizen standing 7,a7 ,in general ,not later than #aj days after the approval of an application under this section by the ,board1 or the denial of a request for reconsideration of such an application by the ,board1 an individual may file a civil action in the appropriate ,united ,states district court to review such approval1 regardless of whether the individual submitted a comment or otherwise participated in the application process4 7,b7 ,consideration ,in any such action1 the court shall review de novo the issues presented1 consider the matter on an expedited basis1 and issue a decision within #cj days4 7,c7 ,costs ,an individual who files a civil action under this paragraph may not be required to pay the costs of the ,board or any party to the application that is the subject of the civil action4 7,d7 ,effect on application ,the proposed acquisition1 merger1 or consolidation that is the subject of a civil action under this paragraph may not be consummated until the court issues a final decision in such action4 4 7#b7 ,other transactions or activities ,section #d7;j77#b7 of the ,bank ,holding ,company ,act of #aief 7#ab ,u4,s4,c4 #ahdc7;j77#b771 as amended by section #aj1 is further amended by adding at the end the following new subparagraph3 7,m7 ,citizen standing 7i7 ,in general ,not later than #aj days after the approval of a notice under this subsection by the ,board1 or the denial of a request for reconsideration of such notice by the ,board1 an individual may file a civil action in the appropriate ,united ,states district court to review such approval1 regardless of whether the individual submitted a comment or otherwise participated in the notice process4 7ii7 ,consideration ,in any such action1 the court shall review de novo the issues presented1 consider the matter on an expedited basis1 and issue a decision within #cj days4 7iii7 ,costs ,an individual who files a civil action under this subparagraph may not be required to pay the costs of the ,board or any party to the notice that is the subject of the civil action4 7iv7 ,effect on notice ,the proposed transaction or activity that is the subject of a civil action under this subparagraph may not be commenced or consummated until the court issues a final decision in such action4 4