[Congressional Bills 117th Congress]
[From the U.S. Government Publishing Office]
[S. 2882 Introduced in Senate (IS)]

<DOC>






117th CONGRESS
  1st Session
                                S. 2882

   To amend certain banking laws to establish requirements for bank 
                    mergers, and for other purposes.


_______________________________________________________________________


                   IN THE SENATE OF THE UNITED STATES

                           September 29, 2021

  Ms. Warren introduced the following bill; which was read twice and 
    referred to the Committee on Banking, Housing, and Urban Affairs

_______________________________________________________________________

                                 A BILL


 
   To amend certain banking laws to establish requirements for bank 
                    mergers, and for other purposes.

    Be it enacted by the Senate and House of Representatives of the 
United States of America in Congress assembled,

SECTION 1. SHORT TITLE; TABLE OF CONTENTS.

    (a) Short Title.--This Act may be cited as the ``Bank Merger Review 
Modernization Act of 2021''.
    (b) Table of Contents.--The table of contents for this Act is as 
follows:

Sec. 1. Short title; table of contents.
Sec. 2. Compliance with Federal consumer financial laws.
Sec. 3. Cost-benefit analysis for merger transactions.
Sec. 4. Community Reinvestment Act performance.
Sec. 5. Financial stability considerations for merger transactions.
Sec. 6. Financial criteria for certain merger transactions.
Sec. 7. Managerial criteria for certain merger transactions.
Sec. 8. Competitive effects.
Sec. 9. Transparency in merger review.
Sec. 10. Financial stability exception.
Sec. 11. Prior approval requirements.
Sec. 12. Citizen standing.
Sec. 13. Savings and loan holding company acquisitions and merger 
                            transactions.

SEC. 2. COMPLIANCE WITH FEDERAL CONSUMER FINANCIAL LAWS.

    (a) Application for Mergers or Acquisitions.--
            (1) In general.--Not later than 180 days after the date of 
        the enactment of this Act, 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 with, or directly or indirectly acquire, a 
        person that offers or provides consumer financial products or 
        services (as defined in section 1002 of the Consumer Financial 
        Protection Act of 2010 (12 U.S.C. 5481(14))).
            (2) Public comment.--The Director shall allow a period of 
        at least 30 days for public comment on applications submitted 
        under paragraph (1).
    (b) Prohibition.--It shall be unlawful for a covered applicant to 
directly or indirectly merge with, or directly or indirectly acquire, a 
person that offers or provides consumer financial products or services 
(as defined in section 1002 of the Consumer Financial Protection Act of 
2010 (12 U.S.C. 5481(14))) without the prior written approval of the 
Director.
    (c) Considerations.--In considering an application under subsection 
(a), the Director shall--
            (1) consider the records of the covered applicant and the 
        person with respect to compliance with the Federal consumer 
        financial laws; and
            (2) deny such application if the resulting institution 
        would not have adequate systems in place to ensure compliance 
        with the Federal consumer financial laws.
    (d) Covered Applicant Defined.--In this section, the term ``covered 
applicant'' means an insured depository institution (as defined in 
section 3 of the Federal Deposit Insurance Act (12 U.S.C. 1813)) or a 
depository institution holding company (as defined in such section) 
with more than $10,000,000,000 in total assets.

SEC. 3. COST-BENEFIT ANALYSIS FOR MERGER TRANSACTIONS.

    (a) Insured Depository Institutions.--Section 18(c) of the Federal 
Deposit Insurance Act (12 U.S.C. 1828(c)) is amended by adding at the 
end the following new paragraph:
            ``(14) Analysis of costs and benefits.--
                    ``(A) 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 costs.
                    ``(B) Evaluation.--In evaluating the expected costs 
                of the proposed merger transaction under subparagraph 
                (A), the responsible agency shall consider--
                            ``(i) the probable effect of the proposed 
                        merger transaction on the cost and availability 
                        of financial products and services;
                            ``(ii) the probable effect of branch 
                        closures on customers of each bank or savings 
                        association involved in the proposed merger 
                        transaction;
                            ``(iii) the probable effect of the proposed 
                        merger transaction on relevant local economies, 
                        including employment losses relating to branch 
                        closures and impacts on job quality; and
                            ``(iv) any other cost of the proposed 
                        merger transaction that the responsible agency 
                        considers pursuant to this subsection.''.
    (b) Bank Holding Companies.--
            (1) Proposed acquisitions, mergers, or consolidations.--
        Section 3(c) of the Bank Holding Company Act of 1956 (12 U.S.C. 
        1842(c)) is amended by adding at the end the following new 
        paragraph:
            ``(8) Analysis of costs and benefits.--
                    ``(A) 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 costs.
                    ``(B) Evaluation.--In evaluating the expected costs 
                of the proposed transaction under subparagraph (A), the 
                Board shall consider--
                            ``(i) the probable effect of the proposed 
                        transaction on the cost and availability of 
                        financial products and services;
                            ``(ii) the probable effect of branch 
                        closures on customers of each company involved 
                        in the proposed transaction;
                            ``(iii) the probable effect of the proposed 
                        transaction on relevant local economies, 
                        including employment losses relating to branch 
                        closures and impacts on job quality; and
                            ``(iv) any other cost of the proposed 
                        transaction that the Board considers pursuant 
                        to this subsection.''.
            (2) Other transactions or activities.--Section 4(j)(2) of 
        the Bank Holding Company Act of 1956 (12 U.S.C. 1843(j)(2)) is 
        amended by adding at the end the following new subparagraph:
                    ``(D) Analysis of costs and benefits.--
                            ``(i) 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 
                        costs.
                            ``(ii) Evaluation.--In evaluating the 
                        expected costs of the proposed transaction 
                        under subparagraph (A), the Board shall 
                        consider--
                                    ``(I) the probable effect of the 
                                proposed transaction or activity on the 
                                cost and availability of financial 
                                products and services;
                                    ``(II) the probable effect of 
                                branch closures on customers of each 
                                company involved in the proposed 
                                transaction or activity;
                                    ``(III) the probable effect of the 
                                proposed transaction or activity on 
                                relevant local economies, including 
                                employment losses relating to branch 
                                closures and impacts on job quality; 
                                and
                                    ``(IV) any other cost of the 
                                proposed transaction or activity that 
                                the Board considers pursuant to this 
                                paragraph.''.

SEC. 4. COMMUNITY REINVESTMENT ACT PERFORMANCE.

    (a) Insured Depository Institutions.--Section 18(c) of the Federal 
Deposit Insurance Act (12 U.S.C. 1828(c)), as amended by section 3, is 
further amended by adding at the end the following new paragraphs:
            ``(15) 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 transaction, 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 12-month period, has 
        received a rating lower than `outstanding record of meeting 
        community credit needs' on--
                    ``(A) two out of the three most recent written 
                evaluations required under section 807 of the Community 
                Reinvestment Act of 1977 (12 U.S.C. 2906); or
                    ``(B) if three such evaluations are not available, 
                the most recent written evaluation required under such 
                section.
            ``(16) Community benefits plan.--
                    ``(A) In general.--In reviewing any application 
                filed under this paragraph, the responsible agency 
                shall require--
                            ``(i) submission to the appropriate Federal 
                        financial supervisory agency of a community 
                        benefits plan;
                            ``(ii) that the insured depository 
                        institution consult with community-based 
                        organizations and other community stakeholders 
                        in developing the community benefits plan; and
                            ``(iii) 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 1977.
                    ``(B) Definition.--For purposes of this paragraph, 
                `community benefits plan' means a plan that provides 
                measurable goals for future amounts of safe and sound 
                loans, investments, services, and other financial 
                products for low- and moderate-income communities and 
                other distressed or underserved communities.''.
    (b) Bank Holding Companies.--
            (1) Proposed acquisitions, mergers, or consolidations.--
        Section 3(c) of the Bank Holding Company Act of 1956 (12 U.S.C. 
        1842(c)), as amended by section 3, is further amended by adding 
        at the end the following new paragraphs:
            ``(9) 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--
                    ``(A) two out of the three most recent written 
                evaluations required under section 807 of the Community 
                Reinvestment Act of 1977 (12 U.S.C. 2906); or
                    ``(B) if three such evaluations are not available, 
                the most recent written evaluation required under such 
                section.
            ``(10) Community benefits plan.--
                    ``(A) In general.--In reviewing any application 
                filed under this paragraph, the Board shall require--
                            ``(i) submission to the appropriate Federal 
                        financial supervisory agency of a community 
                        benefits plan;
                            ``(ii) that the company consult with 
                        community-based organizations and other 
                        community stakeholders in developing the 
                        community benefits plan; and
                            ``(iii) 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 1977.
                    ``(B) Definition.--For purposes of this paragraph, 
                `community benefits plan' means a plan that provides 
                measurable goals for future amounts of safe and sound 
                loans, investments, services, and other financial 
                products for low- and moderate-income communities and 
                other distressed or underserved communities.''.
            (2) Other transactions or activities.--Section 4(j)(2) of 
        the Bank Holding Company Act of 1956 (12 U.S.C. 1843(j)(2)), as 
        amended by section 3, is further amended by adding at the end 
        the following new subparagraphs:
                    ``(E) 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--
                            ``(i) two out of the three most recent 
                        written evaluations required under section 807 
                        of the Community Reinvestment Act of 1977 (12 
                        U.S.C. 2906); or
                            ``(ii) if three such evaluations are not 
                        available, the most recent written evaluation 
                        required under such section.
                    ``(F) Community benefits plan.--
                            ``(i) In general.--In reviewing any 
                        application filed under this paragraph, the 
                        Board shall require--
                                    ``(I) submission to the appropriate 
                                Federal financial supervisory agency of 
                                a community benefits plan;
                                    ``(II) that the company consult 
                                with community-based organizations and 
                                other community stakeholders in 
                                developing the community benefits plan; 
                                and
                                    ``(III) 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 1977.
                            ``(ii) Definition.--For purposes of this 
                        paragraph, `community benefits plan' means a 
                        plan that provides measurable goals for future 
                        amounts of safe and sound loans, investments, 
                        services, and other financial products for low- 
                        and moderate-income communities and other 
                        distressed or underserved communities.''.
    (c) Community Reinvestment Act Amendment.--Section 804 of the 
Community Reinvestment Act of 1977 (12 U.S.C. 2903) is amended by 
adding at the end the following new subsection:
    ``(e) Community Benefits Plan.--In assessing and taking into 
account, under subsection (a), the record of a financial institution, 
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 3(c)(10) or 4(j)(2)(F) of 
the Bank Holding Company Act of 1956 or section 18(c)(16) of the 
Federal Deposit Insurance Act, as applicable.''.
    (d) Fair Lending Assessment.--Section 807(b)(1) of the Community 
Reinvestment Act of 1977 (12 U.S.C. 2906(b)(1)) is amended--
            (1) in subparagraph (A)--
                    (A) in clause (ii), by striking ``and'' at the end;
                    (B) by redesignating clause (iii) as clause (iv); 
                and
                    (C) by inserting after clause (ii) the following 
                new clause:
                    ``(iii) contain statistical analyses of the 
                institution's fair lending performance using data 
                reported under the Home Mortgage Disclosure Act; and''; 
                and
            (2) in subparagraph (B), by striking ``clauses (i) and 
        (ii)'' and inserting ``clauses (i), (ii), and (iii)''.

SEC. 5. FINANCIAL STABILITY CONSIDERATIONS FOR MERGER TRANSACTIONS.

    (a) Insured Depository Institutions.--Section 18(c) of the Federal 
Deposit Insurance Act (12 U.S.C. 1828(c)), as amended by section 4, is 
further amended--
            (1) in paragraph (5)--
                    (A) in subparagraph (A), by striking ``or'' at the 
                end;
                    (B) in subparagraph (B), by striking the period at 
                the end and inserting ``, or''; and
                    (C) by inserting after subparagraph (B) the 
                following new subparagraph:
            ``(C) any proposed merger transaction for which the 
        resulting insured depository institution would receive a score 
        greater than 25 on the assessment described in paragraph 
        (17)(B).''; and
            (2) by adding at the end the following new paragraph:
            ``(17) Financial stability.--In considering the risk to the 
        stability of the United States banking or financial system 
        under paragraph (5), the responsible agency shall--
                    ``(A) take into account--
                            ``(i) 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 
                        merger; and
                            ``(ii) whether such an acquisition would 
                        result in greater or more concentrated risks to 
                        the stability of the United States banking or 
                        financial system; and
                    ``(B) use the assessment methodology developed by 
                the Basel Committee on Banking Supervision for 
                assessing global systemically important banks.''.
    (b) Bank Holding Companies.--
            (1) Proposed acquisitions, mergers, or consolidations.--
        Section 3(c)(7) of the Bank Holding Company Act of 1956 (12 
        U.S.C. 1842(c)(7)), as amended by section 4, is further 
        amended--
                    (A) by striking ``In every case,'' and inserting 
                the following:
                    ``(A) In general.--In every case,''; and
                    (B) by adding at the end the following new 
                subparagraphs:
                    ``(B) Considerations.--The Board shall not approve 
                an application under this section for which the 
                resulting company would receive a score greater than 25 
                on the assessment described in subparagraph (C)(ii).
                    ``(C) Financial stability.--In considering the risk 
                to the stability of the United States banking or 
                financial system, the Board shall--
                            ``(i) take into account--
                                    ``(I) the insured depository 
                                institutions or bank holding companies 
                                that might acquire the resulting 
                                company if it were to fail after 
                                consummation of the proposed 
                                transaction; and
                                    ``(II) whether such an acquisition 
                                would result in greater or more 
                                concentrated risks to the stability of 
                                the United States banking or financial 
                                system; and
                            ``(ii) use the assessment methodology 
                        developed by the Basel Committee on Banking 
                        Supervision for assessing global systemically 
                        important banks.''.
            (2) Proposed transactions or activities.--Section 4(j)(2) 
        of the Bank Holding Company Act of 1956 (12 U.S.C. 1843(j)(2)), 
        as amended by section 4, is further amended by adding at the 
        end the following new subparagraphs:
                    ``(G) Considerations.--The Board shall deny a 
                notice filed pursuant to this subsection if the 
                resulting company would receive a score greater than 25 
                on the assessment described in subparagraph (H)(ii).
                    ``(H) Assessment of financial stability.--In 
                considering the risk to the stability of the United 
                States banking or financial system, the Board shall--
                            ``(i) take into account--
                                    ``(I) 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 proposal; and
                                    ``(II) whether such an acquisition 
                                would result in greater or more 
                                concentrated risks to the stability of 
                                the United States banking or financial 
                                system; and
                            ``(ii) use the assessment methodology 
                        developed by the Basel Committee on Banking 
                        Supervision for assessing global systemically 
                        important banks.''.

SEC. 6. FINANCIAL CRITERIA FOR CERTAIN MERGER TRANSACTIONS.

    (a) Stress Tests.--
            (1) Proposed acquisitions, mergers, or consolidations.--
        Section 3(c) of the Bank Holding Company Act of 1956 (12 U.S.C. 
        1842(c)), as amended by section 5, is further amended by adding 
        at the end the following new paragraphs:
            ``(11) Stress tests.--
                    ``(A) In general.--If a resulting company will have 
                total consolidated assets greater than or equal to 
                $100,000,000,000, the Board shall evaluate the pro 
                forma balance sheet of the resulting company to assess 
                whether such resulting company would have the capital, 
                on a total consolidated basis, necessary to absorb 
                losses as a result of adverse economic conditions.
                    ``(B) 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 (A).''.
            (2) Proposed transactions or activities.--Section 4(j) of 
        the Bank Holding Company Act of 1956 (12 U.S.C. 1843(j)), as 
        amended by section 5, is further amended by adding at the end 
        the following new paragraphs:
            ``(8) Stress tests.--
                    ``(A) In general.--If a resulting company will have 
                total consolidated assets greater than or equal to 
                $100,000,000,000, the Board shall evaluate the pro 
                forma balance sheet of the resulting company to 
                determine whether such resulting company would have the 
                capital, on a total consolidated basis, necessary to 
                absorb losses as a result of adverse economic 
                conditions.
                    ``(B) 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 subparagraph (A).''.
    (b) Well Capitalized Thresholds.--
            (1) Definition of well capitalized for interstate bank 
        mergers.--Section 44(g) of the Federal Deposit Insurance Act 
        (12 U.S.C. 1831u(g)) is amended by adding at the end the 
        following new paragraph:
            ``(12) Well capitalized.--The term `well capitalized' 
        means, with respect to an insured depository institution with 
        total consolidated assets of $10,000,000,000 or more, that such 
        institution exceeds the required minimum level for each 
        relevant capital measure to be considered adequately 
        capitalized (as determined under section 38) by at least 50 
        percent of such minimum.''.
            (2) Bank holding companies.--Section 2(o)(B)(ii) of the 
        Bank Holding Company Act of 1956 (12 U.S.C. 1841(o)(B)(ii)) is 
        amended to read as follows:
                            ``(ii) Well capitalized.--A bank holding 
                        company is `well capitalized' if--
                                    ``(I) with respect to a company 
                                that has total consolidated assets of 
                                $10,000,000,000 or more, it exceeds the 
                                required minimum level for each 
                                relevant capital measure (as determined 
                                by the Board) by at least 50 percent of 
                                such minimum; and
                                    ``(II) with respect to a company 
                                that has total consolidated assets of 
                                less than $10,000,000,000, it meets the 
                                required capital levels for well 
                                capitalized bank holding companies 
                                established by the Board.''.

SEC. 7. MANAGERIAL CRITERIA FOR CERTAIN MERGER TRANSACTIONS.

    (a) Insured Depository Institutions.--Section 18(c) of the Federal 
Deposit Insurance Act (12 U.S.C. 1828(c)), as amended by sections 3(a), 
4(a), and 5(a) of this Act, is amended by adding at the end the 
following:
    ``(18)(A) In this paragraph, the term `covered transaction' means a 
merger transaction in which the resulting company would have more than 
$100,000,000,000 in total assets.
    ``(B) 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 
company.
    ``(C) The responsible agency shall make a written evaluation of the 
competence, experience, character, and integrity of each individual 
described in subparagraph (B).
    ``(D) The responsible agency shall not approve a covered 
transaction if the responsible agency determines that the competence, 
experience, character, or integrity of any individual described in 
subparagraph (B) 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 by, or 
associated with, the resulting company.
    ``(E) The responsible agency shall make any written evaluation 
described in subparagraph (C) publicly available after the date on 
which the responsible agency approves or denies a covered 
transaction.''.
    (b) Bank Holding Companies.--
            (1) Acquisition of bank shares or assets.--Section 3(c) of 
        the Bank Holding Company Act of 1956 (12 U.S.C. 1842(c)), as 
        amended by sections 3(b)(1), 4(b)(1), and 6(a)(1) of this Act, 
        is amended by adding at the end the following:
            ``(12) Covered transactions.--
                    ``(A) Definition.--In this paragraph, the term 
                `covered transaction' means an acquisition, merger, or 
                consolidation under this section in which the resulting 
                company would have more than $100,000,000,000 in total 
                assets.
                    ``(B) Listing of members of the board of directors 
                and senior executive officers.--
                            ``(i) 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 company.
                            ``(ii) Written evaluation.--The Board shall 
                        make a written evaluation of the competence, 
                        experience, character, and integrity of each 
                        individual described in clause (i).
                            ``(iii) Best interests.--The Board shall 
                        not approve a covered transaction if the Board 
                        determines that the competence, experience, 
                        character, or integrity of any individual 
                        described in clause (i) 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 by, or associated 
                        with, the resulting company.
                            ``(iv) Publicly available.--The Board shall 
                        make any written evaluation described in clause 
                        (ii) publicly available after the date on which 
                        the Board approves or denies a covered 
                        transaction.''.
            (2) Interests in nonbanking organizations.--Section 4(j) of 
        the Bank Holding Company Act of 1956 (12 U.S.C. 1843(j)), as 
        amended by section 6(a)(2) of this Act, is amended by adding at 
        the end the following:
            ``(9) Covered transactions.--
                    ``(A) Definition.--In this paragraph, the term 
                `covered transaction' means a transaction under this 
                subsection in which the resulting company would have 
                more than $100,000,000,000 in total assets.
                    ``(B) Listing of members of the board of directors 
                and senior executive officers.--
                            ``(i) 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 company.
                            ``(ii) Written evaluation.--The Board shall 
                        make a written evaluation of the competence, 
                        experience, character, and integrity of each 
                        individual described in clause (i).
                            ``(iii) Best interests.--The Board shall 
                        deny a proposed covered transaction if the 
                        Board determines that the competence, 
                        experience, character, or integrity of any 
                        individual described in clause (i) 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 by, or associated 
                        with, the resulting company.
                            ``(iv) Publicly available.--The Board shall 
                        make any written evaluation described in clause 
                        (ii) publicly available after the date on which 
                        the Board approves or denies a covered 
                        transaction.''.

SEC. 8. COMPETITIVE EFFECTS.

    (a) Insured Depository Institutions.--Section 18(c) of the Federal 
Deposit Insurance Act (12 U.S.C. 1828(c)), as amended by section 7, is 
further amended by adding at the end the following new paragraph:
            ``(19) Competitive effects.--
                    ``(A) Product markets.--In every case, the 
                responsible agency shall consider the competitive 
                effects of the proposed transaction on the market for--
                            ``(i) the cluster of commercial banking 
                        products and services, as described in United 
                        States v. Philadelphia National Bank, 374 U.S. 
                        321 (1963);
                            ``(ii) commercial deposits;
                            ``(iii) loans to small businesses, using 
                        data reported under the Community Reinvestment 
                        Act of 1977 for loans to small businesses with 
                        less than $1,000,000 in gross annual revenue, 
                        and any other data the responsible agency deems 
                        appropriate to collect for this purpose;
                            ``(iv) home mortgage loans, using data 
                        reported under the Home Mortgage Disclosure Act 
                        of 1975 for first-lien mortgage loans for 
                        single family homes, and any other data the 
                        responsible agency deems appropriate to collect 
                        for this purpose; and
                            ``(v) any other financial product that 
                        comprises a substantial portion of the 
                        activities of each bank or savings association 
                        involved in the proposed merger transaction, as 
                        determined by the responsible agency.
                    ``(B) Geographic markets.--The responsible agency 
                shall consider the competitive effects of the proposed 
                transaction on the product markets identified in 
                subparagraph (A) with respect to each of the following 
                geographic markets as defined by the United States 
                Census Bureau:
                            ``(i) Each State in which the resulting 
                        company would operate.
                            ``(ii) Each core-based statistical area in 
                        which the resulting company would operate.
                            ``(iii) Each county in which the resulting 
                        company would operate.
                            ``(iv) Any other geographic area the 
                        responsible agency deems appropriate.
                    ``(C) Herfindahl-hirschman index threshold for 
                heightened scrutiny.--
                            ``(i) In general.--When evaluating the 
                        competitive effects of the proposed 
                        transaction, the responsible agency shall apply 
                        higher scrutiny to any markets in which the 
                        transaction would result in a Herfindahl-
                        Hirschman Index over 1800 and an increase of 
                        more than 200.
                            ``(ii) Rule of construction.--Nothing in 
                        clause (i) may be construed as limiting the 
                        authority of the responsible agency to apply 
                        higher scrutiny to any markets in which the 
                        transaction would result in an Herfindahl-
                        Hirschman Index under 1800 or an increase of 
                        less than 200.
                    ``(D) Additional considerations.--When evaluating 
                the competitive effects of the proposed transaction, 
                the responsible agency shall consider the extent to 
                which--
                            ``(i) the resulting institution could 
                        receive a `too big to fail' subsidy;
                            ``(ii) the proposed transaction could 
                        create or intensify conflicts of interest;
                            ``(iii) the proposed transaction could 
                        diminish product quality, including consumer 
                        privacy and access to branch offices;
                            ``(iv) the proposed transaction could lead 
                        to the exploitation of consumers' data;
                            ``(v) the proposed transaction could impair 
                        the resilience of the United States or global 
                        financial systems;
                            ``(vi) common ownership of firms in the 
                        relevant markets could impair competition;
                            ``(vii) the proposed transaction could 
                        impact wages and working standards in the 
                        relevant markets;
                            ``(viii) the proposed transaction could 
                        create or amplify existing climate and 
                        environmental risks; and
                            ``(ix) any other factors that the 
                        responsible agency deems appropriate could 
                        impair competition.''.
    (b) Bank Holding Companies.--
            (1) Proposed acquisitions, mergers, or consolidations.--
        Section 3(c) of the Bank Holding Company Act of 1956 (12 U.S.C. 
        1842(c)), as amended by section 7, is further amended by adding 
        at the end the following new paragraph:
            ``(13) Competitive effects.--
                    ``(A) Product markets.--In every case, the Board 
                shall consider the competitive effects of the proposed 
                transaction on the market for--
                            ``(i) the cluster of commercial banking 
                        products and services, as described in United 
                        States v. Philadelphia National Bank, 374 U.S. 
                        321 (1963);
                            ``(ii) commercial deposits;
                            ``(iii) loans to small businesses, using 
                        data reported under the Community Reinvestment 
                        Act of 1977 for loans to small businesses with 
                        less than $1,000,000 in gross annual revenue, 
                        and any other data the Board deems appropriate 
                        to collect for this purpose;
                            ``(iv) home mortgage loans, using data 
                        reported under the Home Mortgage Disclosure Act 
                        of 1975 for first-lien mortgage loans for 
                        single family homes, and any other data the 
                        Board deems appropriate to collect for this 
                        purpose; and
                            ``(v) any other financial product that 
                        comprises a substantial portion of the 
                        activities of each bank or savings association 
                        involved in the proposed merger transaction, as 
                        determined by the Board.
                    ``(B) Geographic markets.--The Board shall consider 
                the competitive effects of the proposed transaction on 
                the product markets identified in subparagraph (A) with 
                respect to each of the following geographic markets:
                            ``(i) Each State in which the resulting 
                        company would operate.
                            ``(ii) Each core-based statistical area in 
                        which the resulting company would operate.
                            ``(iii) Each county in which the resulting 
                        company would operate.
                            ``(iv) Any other geographic area the Board 
                        deems appropriate.
                    ``(C) Herfindahl-hirschman index threshold for 
                heightened scrutiny.--
                            ``(i) In general.--When evaluating the 
                        competitive effects of the proposed 
                        transaction, the responsible agency shall apply 
                        higher scrutiny to any markets in which the 
                        transaction would result in a Herfindahl-
                        Hirschman Index over 1800 and an increase of 
                        more than 200.
                            ``(ii) Rule of construction.--Nothing in 
                        clause (i) may be construed as limiting the 
                        authority of the responsible agency to apply 
                        higher scrutiny to any markets in which the 
                        transaction would result in an Herfindahl-
                        Hirschman Index under 1800 or an increase of 
                        less than 200.
                    ``(D) Additional considerations.--When evaluating 
                the competitive effects of the proposed transaction, 
                the responsible agency shall consider the extent to 
                which--
                            ``(i) the resulting institution could 
                        receive a `too big to fail' subsidy;
                            ``(ii) the proposed transaction could 
                        create or intensify conflicts of interest;
                            ``(iii) the proposed transaction could 
                        diminish product quality, including consumer 
                        privacy and access to branch offices;
                            ``(iv) the proposed transaction could lead 
                        to the exploitation of consumers' data;
                            ``(v) the proposed transaction could impair 
                        the resilience of the United States or global 
                        financial systems;
                            ``(vi) common ownership of firms in the 
                        relevant markets could impair competition;
                            ``(vii) the proposed transaction could 
                        impact wages and working standards in the 
                        relevant markets;
                            ``(viii) the proposed transaction could 
                        create or amplify existing climate and 
                        environmental risks; and
                            ``(ix) any other factors that the 
                        responsible agency deems appropriate could 
                        impair competition.''.
            (2) Proposed transactions or activities.--Section 4(j) of 
        the Bank Holding Company Act of 1956 (12 U.S.C. 1843(j)) as 
        amended by section 7, is further amended is amended by adding 
        at the end the following new paragraph:
            ``(10) Competitive effects.--
                    ``(A) Product markets.--In every case, the Board 
                shall consider the competitive effects of the proposed 
                transaction on the market for--
                            ``(i) commercial deposits;
                            ``(ii) loans to small businesses, using 
                        data reported under the Community Reinvestment 
                        Act of 1977 for loans to small businesses with 
                        less than $1,000,000 in gross annual revenue, 
                        and any other data the Board deems appropriate 
                        to collect for this purpose;
                            ``(iii) home mortgage loans, using data 
                        reported under the Home Mortgage Disclosure Act 
                        of 1975 for first-lien mortgage loans for 
                        single family homes, and any other data the 
                        Board deems appropriate to collect for this 
                        purpose; and
                            ``(iv) any other financial product that 
                        comprises a substantial portion of the 
                        activities of each bank or savings association 
                        involved in the proposed merger transaction, as 
                        determined by the Board.
                    ``(B) Geographic markets.--The Board shall consider 
                the competitive effects of the proposed transaction on 
                the product markets identified in subparagraph (A) with 
                respect to each of the following geographic markets:
                            ``(i) Each State in which the resulting 
                        company would operate.
                            ``(ii) Each core-based statistical area in 
                        which the resulting company would operate.
                            ``(iii) Each county in which the resulting 
                        company would operate.
                            ``(iv) Any other geographic area the Board 
                        deems appropriate.
                    ``(C) Herfindahl-hirschman index threshold for 
                heightened scrutiny.--
                            ``(i) In general.--When evaluating the 
                        competitive effects of the proposed 
                        transaction, the responsible agency shall apply 
                        higher scrutiny to any markets in which the 
                        transaction would result in a Herfindahl-
                        Hirschman Index over 1800 and an increase of 
                        more than 200.
                            ``(ii) Rule of construction.--Nothing in 
                        clause (i) may be construed as limiting the 
                        authority of the responsible agency to apply 
                        higher scrutiny to any markets in which the 
                        transaction would result in an Herfindahl-
                        Hirschman Index under 1800 or an increase of 
                        less than 200.
                    ``(D) Additional considerations.--When evaluating 
                the competitive effects of the proposed transaction, 
                the responsible agency shall consider the extent to 
                which--
                            ``(i) the resulting institution could 
                        receive a `too big to fail' subsidy;
                            ``(ii) the proposed transaction could 
                        create or intensify conflicts of interest;
                            ``(iii) the proposed transaction could 
                        diminish product quality, including consumer 
                        privacy and access to branch offices;
                            ``(iv) the proposed transaction could lead 
                        to the exploitation of consumers' data;
                            ``(v) the proposed transaction could impair 
                        the resilience of the United States or global 
                        financial systems;
                            ``(vi) common ownership of firms in the 
                        relevant markets could impair competition;
                            ``(vii) the proposed transaction could 
                        impact wages and working standards in the 
                        relevant markets;
                            ``(viii) the proposed transaction could 
                        create or amplify existing climate and 
                        environmental risks; and
                            ``(ix) any other factors that the 
                        responsible agency deems appropriate could 
                        impair competition.''.

SEC. 9. TRANSPARENCY IN MERGER REVIEW.

    (a) Insured Depository Institutions.--Section 18(c) of the Federal 
Deposit Insurance Act (12 U.S.C. 1828(c)), as amended by section 8, is 
further amended by adding at the end the following new paragraph:
            ``(20) Transparency.--
                    ``(A) In general.--In any application under this 
                section--
                            ``(i) an insured depository institution 
                        shall--
                                    ``(I) disclose whether any persons 
                                employed by, representing, or acting on 
                                behalf of the depository institution 
                                have had verbal or written 
                                communications with the responsible 
                                agency, a Federal reserve bank, or any 
                                other Federal regulatory agency 
                                regarding the proposed merger 
                                transaction; and
                                    ``(II) identify the dates and the 
                                names of individuals involved in, and 
                                the content of, all communications 
                                described in subclause (I); and
                            ``(ii) the chief executive officer and 
                        chief legal officer of an insured depository 
                        institution shall certify that no persons 
                        employed by, representing, or acting on behalf 
                        of the depository institution asked for or 
                        received assurances from the responsible 
                        agency, a Federal reserve bank, or any other 
                        Federal regulatory agency that the proposed 
                        merger transaction would be approved of that 
                        there would be no barriers to such approval.
                    ``(B) Updates.--An insured depository institution 
                shall update the disclosure and certification described 
                in subparagraph (A) as needed within 2 business days of 
                any communication that occurs before the responsible 
                agency makes a final decision on a proposed merger 
                transaction.
                    ``(C) Publication.--The responsible agency shall 
                publish on the website of such agency the disclosure, 
                certification, and any updates required under this 
                paragraph within 1 business day of receipt.''.
    (b) Bank Holding Companies.--
            (1) Proposed acquisitions, mergers, or consolidations.--
        Section 3(c) of the Bank Holding Company Act of 1956 (12 U.S.C. 
        1842(c)), as amended by section 8, is further amended by adding 
        at the end the following new paragraph:
            ``(14) Transparency.--
                    ``(A) In general.--In any application under this 
                section--
                            ``(i) a bank holding company shall--
                                    ``(I) disclose whether any persons 
                                employed by, representing, or acting on 
                                behalf of the bank holding company have 
                                had verbal or written communications 
                                with the Board, a Federal reserve bank, 
                                or any other Federal regulatory agency 
                                regarding the proposal; and
                                    ``(II) identify the dates and the 
                                names of individuals involved in, and 
                                the content of, all communications 
                                described in subclause (I); and
                            ``(ii) the chief executive officer and 
                        chief legal officer of a bank holding company 
                        shall certify that no persons employed by, 
                        representing, or acting on behalf of the bank 
                        holding company asked for or received 
                        assurances from the Board, a Federal reserve 
                        bank, or any other Federal regulatory agency 
                        that the proposal would be approved of that 
                        there would be no barriers to such approval.
                    ``(B) Updates.--A bank holding company shall update 
                the disclosure and certification described in 
                subparagraph (A) as needed within 2 business days of 
                any communication that occurs before the Board makes a 
                final decision on a proposal.
                    ``(C) Publication.--The Board shall publish on the 
                website of the Board the disclosure, certification, and 
                any updates required under this paragraph within 1 
                business day of receipt.''.
            (2) Proposed transactions or activities.--Section 4(j) of 
        the Bank Holding Company Act of 1956 (12 U.S.C. 1843(j)) as 
        amended by section 8, is further amended by adding at the end 
        the following new paragraph:
            ``(11) Transparency.--
                    ``(A) In general.--In any notice under this 
                section--
                            ``(i) a bank holding company shall--
                                    ``(I) disclose whether any persons 
                                employed by, representing, or acting on 
                                behalf of the bank holding company have 
                                had verbal or written communications 
                                with the Board, a Federal reserve bank, 
                                or any other Federal regulatory agency 
                                regarding the proposal; and
                                    ``(II) identify the dates and the 
                                names of individuals involved in, and 
                                the content of, all communications 
                                described in subclause (I); and
                            ``(ii) the chief executive officer and 
                        chief legal officer of a bank holding company 
                        shall certify that no persons employed by, 
                        representing, or acting on behalf of the bank 
                        holding company asked for or received 
                        assurances from the Board, a Federal reserve 
                        bank, or any other Federal regulatory agency 
                        that the proposal would be approved of that 
                        there would be no barriers to such approval.
                    ``(B) Updates.--A bank holding company shall update 
                the disclosure and certification described in 
                subparagraph (A) as needed within 2 business days of 
                any communication that occurs before the Board makes a 
                final decision on a proposal.
                    ``(C) Publication.--The Board shall publish on the 
                website of the Board the disclosure, certification, and 
                any updates required under this paragraph within 1 
                business day of receipt.''.

SEC. 10. FINANCIAL STABILITY EXCEPTION.

    (a) Insured Depository Institutions.--Section 18(c) of the Federal 
Deposit Insurance Act (12 U.S.C. 1828(c)), as amended by section 9, is 
further amended by adding at the end the following new paragraph:
            ``(21) FSOC determination.--Notwithstanding paragraphs 
        (5)(c), (14), (15), (16), and (17) of this subsection, if the 
        Financial Stability Oversight Council determines by a \2/3\ 
        vote that a proposed merger transaction under this subsection 
        is necessary to preserve the stability of the United States 
        banking or financial system, the responsible agency may approve 
        such transaction.''.
    (b) Bank Holding Companies.--
            (1) Proposed acquisitions, mergers, or consolidations.--
        Section 3(c) of the Bank Holding Company Act of 1956 (12 U.S.C. 
        1842(c)), as amended by section 9, is further amended by adding 
        at the end the following new paragraph:
            ``(15) FSOC determination.--Notwithstanding paragraphs 
        (7)(B), (8), (9), (10), and (11) of this subsection, if the 
        Financial Stability Oversight Council determines by a \2/3\ 
        vote that a proposed acquisition, merger, or consolidation 
        under this subsection is necessary to preserve the stability of 
        the United States banking or financial system, the Board may 
        approve such acquisition, merger, or consolidation.''.
            (2) Proposed transactions or activities.--Section 4(j) of 
        the Bank Holding Company Act of 1956 (12 U.S.C. 1843(j)), as 
        amended by section 8, is amended by adding at the end the 
        following new paragraph:
            ``(12) FSOC determination.--Notwithstanding paragraphs 
        (2)(D), (2)(E), (2)(F), (2)(G), and (8) of this subsection, if 
        the Financial Stability Oversight Council determines by a \2/3\ 
        vote that a proposed transaction or activity under this 
        subsection is necessary to preserve the stability of the United 
        States banking or financial system, the Board may approve such 
        transaction or activity.''.

SEC. 11. PRIOR APPROVAL REQUIREMENTS.

    (a) Nonbanking Transactions or Activities.--
            (1) Bank holding company act of 1956.--
                    (A) In general.--Section 4(k)(6) of the Bank 
                Holding Company Act of 1956 (12 U.S.C. 1843(k)(6) is 
                amended by striking subparagraph (B) and inserting the 
                following:
                    ``(B) Approval required.--
                            ``(i) In general.--A financial holding 
                        company may not commence any activity, or 
                        acquire any company, pursuant to paragraph (4) 
                        or any regulation prescribed or order issued 
                        under paragraph (5) without prior approval of 
                        the Board.
                            ``(ii) Notice procedures.--The procedures 
                        set forth in subsection (j)(1) shall apply to a 
                        notice pursuant to clause (i).
                            ``(iii) Standards for review.--The 
                        standards provided in subsection (j)(2) shall 
                        apply to a notice pursuant to clause (i).
                            ``(iv) Hart-scott-rodino filing 
                        requirement.--Solely for purposes of section 
                        7A(c)(8) of the Clayton Act (15 U.S.C. 
                        18a(c)(8)), the transactions subject to the 
                        requirements of this paragraph shall be treated 
                        as if the approval of the Board is not 
                        required.''.
                    (B) Technical and conforming amendments.--Section 
                4(j) of the Bank Holding Company Act of 1956 (12 U.S.C. 
                1843(j)) is amended by striking paragraphs (3) through 
                (7).
            (2) Financial stability act of 2010.--Section 163 of the 
        Financial Stability Act of 2010 (12 U.S.C. 5363) is amended by 
        striking subsection (b) and inserting the following:
    ``(b) Acquisition of Nonbank Companies.--
            ``(1) Prior notice.--A nonbank financial company supervised 
        by the Board of Governors shall not acquire direct or indirect 
        ownership or control of any voting shares of any company (other 
        than an insured depository institution) that is engaged in 
        activities described in section 4(k) of the Bank Holding 
        Company Act of 1956 without providing written notice to the 
        Board of Governors in advance of the transaction.
            ``(2) Notice procedures.--The notice procedures set forth 
        in section 4(j)(1) of the Bank Holding Company Act of 1956 (12 
        U.S.C. 1843(j)(1)) shall apply to an acquisition of any company 
        (other than an insured depository institution) by a nonbank 
        financial company supervised by the Board of Governors, as 
        described in paragraph (1), including any company engaged in 
        activities described in section 4(k) of that Act.
            ``(3) Standards for review.--The standards provided in 
        section 4(j)(2) of the Bank Holding Company Act of 1956 (12 
        U.S.C. 1843(j)(2)) shall apply to an acquisition of any company 
        (other than insured depository institution) by a nonbank 
        financial company supervised by the Board of Governors, as 
        described in paragraph (1).
            ``(4) Hart-scott-rodino filing requirement.--Solely for 
        purposes of section 7A(c)(8) of the Clayton Act (15 U.S.C. 
        18a(c)(8)), the transactions subject to the requirements of 
        paragraph (1) shall be treated as if Board of Governors 
        approval is not required.''.
    (b) International Acquisitions by U.S. Banking Organizations.--
            (1) Specific consent required.--A direct or indirect 
        investment by a U.S. banking organization in a foreign 
        organization shall require the specific consent of the Board of 
        Governors of the Federal Reserve System.
            (2) Regulations.--Not later than 180 days after the date of 
        enactment of this Act, the Board of Governors of the Federal 
        Reserve System shall issue regulations implementing paragraph 
        (1).

SEC. 12. CITIZEN STANDING.

    (a) Insured Depository Institutions.--Section 18(c) of the Federal 
Deposit Insurance Act (12 U.S.C. 1828(c)), as amended by section 10, is 
further amended by adding at the end the following new paragraph:
            ``(22) Citizen standing.--
                    ``(A) In general.--Not later than 10 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 
                transaction, an individual may file a civil action in 
                the appropriate United States district court to review 
                such approval, regardless of whether the individual 
                submitted a comment or otherwise participated in the 
                application process for approval of the merger 
                transaction.
                    ``(B) Consideration.--In any such action, the court 
                shall review de novo the issues presented, consider the 
                matter on an expedited basis, and issue a decision 
                within 30 days.
                    ``(C) 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 
                action.
                    ``(D) 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 
                action.''.
    (b) Bank Holding Companies.--
            (1) Proposed acquisitions, mergers, or consolidations.--
        Section 3(c) of the Bank Holding Company Act of 1956 (12 U.S.C. 
        1842(c)), as amended by section 10, is further amended by 
        adding at the end the following new paragraph:
            ``(16) Citizen standing.--
                    ``(A) In general.--Not later than 10 days after the 
                approval of an application under this section by the 
                Board, or the denial of a request for reconsideration 
                of such an application by the Board, an individual may 
                file a civil action in the appropriate United States 
                district court to review such approval, regardless of 
                whether the individual submitted a comment or otherwise 
                participated in the application process.
                    ``(B) Consideration.--In any such action, the court 
                shall review de novo the issues presented, consider the 
                matter on an expedited basis, and issue a decision 
                within 30 days.
                    ``(C) 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 action.
                    ``(D) Effect on application.--The proposed 
                acquisition, merger, 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 action.''.
            (2) Other transactions or activities.--Section 4(j)(2) of 
        the Bank Holding Company Act of 1956 (12 U.S.C. 1843(j)(2)), as 
        amended by section 5, is further amended by adding at the end 
        the following new subparagraph:
                    ``(I) Citizen standing.--
                            ``(i) In general.--Not later than 10 days 
                        after the approval of a notice under this 
                        subsection by the Board, or the denial of a 
                        request for reconsideration of such notice by 
                        the Board, an individual may file a civil 
                        action in the appropriate United States 
                        district court to review such approval, 
                        regardless of whether the individual submitted 
                        a comment or otherwise participated in the 
                        notice process.
                            ``(ii) Consideration.--In any such action, 
                        the court shall review de novo the issues 
                        presented, consider the matter on an expedited 
                        basis, and issue a decision within 30 days.
                            ``(iii) 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 action.
                            ``(iv) 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 action.''.

SEC. 13. SAVINGS AND LOAN HOLDING COMPANY ACQUISITIONS AND MERGER 
              TRANSACTIONS.

    (a) Section 10(e) of the Home Owners' Loan Act (12 U.S.C. 1467a(e)) 
is amended by adding at the end the following:
            ``(8) Additional considerations.--
                    ``(A) Analysis of costs and benefits.--
                            ``(i) 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 costs.
                            ``(ii) Evaluation.--In evaluating the 
                        expected costs of the proposed transaction 
                        under subparagraph (A), the Board shall 
                        consider--
                                    ``(I) the probable effect of the 
                                proposed transaction on the cost and 
                                availability of financial products and 
                                services;
                                    ``(II) the probable effect of 
                                branch closures on customers of each 
                                company involved in the proposed 
                                transaction;
                                    ``(III) the probable effect of the 
                                proposed transaction on relevant local 
                                economies, including employment losses 
                                relating to branch closures and impacts 
                                on job quality; and
                                    ``(IV) any other cost of the 
                                proposed transaction that the Board 
                                considers pursuant to this subsection.
                    ``(B) 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--
                            ``(i) two out of the three most recent 
                        written evaluations required under section 807 
                        of the Community Reinvestment Act of 1977 (12 
                        U.S.C. 2906); or
                            ``(ii) if three such evaluations are not 
                        available, the most recent written evaluation 
                        required under such section.
                    ``(C) Community benefits plan.--
                            ``(i) In general.--In reviewing any 
                        application filed under this paragraph, the 
                        Board shall require--
                                    ``(I) submission to the appropriate 
                                Federal financial supervisory agency of 
                                a community benefits plan;
                                    ``(II) that the company consult 
                                with community-based organizations and 
                                other community stakeholders in 
                                developing the community benefits plan; 
                                and
                                    ``(III) 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 1977.
                            ``(ii) Definition.--For purposes of this 
                        paragraph, `community benefits plan' means a 
                        plan that provides measurable goals for future 
                        amounts of safe and sound loans, investments, 
                        services, and other financial products for low- 
                        and moderate-income communities and other 
                        distressed or underserved communities.
                    ``(D) Financial stability.--
                            ``(i) In general.--In every case, the Board 
                        shall take into consideration the extent to 
                        which a proposed acquisition, merger, or 
                        consolidation would result in greater or more 
                        concentrated risks to the stability of the 
                        United States banking or financial system.
                            ``(ii) In considering the risk to the 
                        stability of the United States banking or 
                        financial system, the Board shall take into 
                        account--
                                    ``(I) the insured depository 
                                institutions or bank holding companies 
                                that might acquire the resulting 
                                company if it were to fail after 
                                consummation of the proposed 
                                transaction; and
                                    ``(II) whether such an acquisition 
                                would result in greater or more 
                                concentrated risks to the stability of 
                                the United States banking or financial 
                                system.
                    ``(E) Financial criteria.--
                            ``(i) Well capitalized requirement.--The 
                        Board shall not approve any proposed 
                        acquisition, merger, or consolidation unless 
                        the company is well capitalized and would 
                        remain well capitalized upon consummation of 
                        the proposed transaction.
                            ``(ii) Definition.--A company is `well 
                        capitalized' if--
                                    ``(I) with respect to a company 
                                that has total consolidated assets of 
                                $10,000,000,000 or more, it exceeds the 
                                required minimum level for each 
                                relevant capital measure (as determined 
                                by the Board) by at least 50 percent of 
                                such minimum; and
                                    ``(II) with respect to a company 
                                that has total consolidated assets of 
                                less than $10,000,000,000, it meets the 
                                required capital levels for well 
                                capitalized savings and loan holding 
                                companies established by the Board.
                            ``(iii) Stress tests.--
                                    ``(I) In general.--If a resulting 
                                company will have total consolidated 
                                assets greater than or equal to 
                                $100,000,000,000, the Board shall 
                                evaluate the pro forma balance sheet of 
                                the resulting company to determine 
                                whether such resulting company would 
                                have the capital, on a total 
                                consolidated basis, necessary to absorb 
                                losses as a result of adverse economic 
                                conditions.
                                    ``(II) 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 subparagraph 
                                (A).
                    ``(F) Managerial criteria.--
                            ``(i) Well managed requirement.--The Board 
                        shall not approve any proposed acquisition, 
                        merger, or consolidation unless the company is 
                        well managed and would remain well managed upon 
                        consummation of the proposed transaction.
                            ``(ii) Covered transactions.--
                                    ``(I) Definition.--In this 
                                paragraph, the term `covered 
                                transaction' means an acquisition, 
                                merger, or consolidation under this 
                                section in which the resulting company 
                                would have more than $100,000,000,000 
                                in total assets.
                    ``(G) Listing of members of the board of directors 
                and senior executive officers.--
                            ``(i) 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 company.
                            ``(ii) Written evaluation.--The Board shall 
                        make a written evaluation of the competence, 
                        experience, character, and integrity of each 
                        individual described in clause (i).
                            ``(iii) Best interests.--The Board shall 
                        not approve a covered transaction if the Board 
                        determines that the competence, experience, 
                        character, or integrity of any individual 
                        described in clause (i) 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 by, or associated 
                        with, the resulting company.
                            ``(iv) Publicly available.--The Board shall 
                        make any written evaluation described in clause 
                        (ii) publicly available after the date on which 
                        the Board approves or denies a covered 
                        transaction.
                    ``(H) Competitive effects.--
                            ``(i) Product markets.--In every case, the 
                        Board shall consider the competitive effects of 
                        the proposed transaction on the market for--
                                    ``(I) savings association deposits;
                                    ``(II) loans to small businesses, 
                                using data reported under the Community 
                                Reinvestment Act of 1977 for loans to 
                                small businesses with less than 
                                $1,000,000 in gross annual revenue, and 
                                any other data the Board deems 
                                appropriate to collect for this 
                                purpose;
                                    ``(III) home mortgage loans, using 
                                data reported under the Home Mortgage 
                                Disclosure Act of 1975 for first-lien 
                                mortgage loans for single family homes, 
                                and any other data the Board deems 
                                appropriate to collect for this 
                                purpose; and
                                    ``(IV) any other financial product 
                                that comprises a substantial portion of 
                                the activities of each bank or savings 
                                association involved in the proposed 
                                merger transaction, as determined by 
                                the Board.
                            ``(ii) Geographic markets.--The Board shall 
                        consider the competitive effects of the 
                        proposed transaction on the product markets 
                        identified in clause (i) with respect to each 
                        of the following geographic markets:
                                    ``(I) Each State in which the 
                                resulting company would operate.
                                    ``(II) Each core-based statistical 
                                area in which the resulting company 
                                would operate.
                                    ``(III) Each county in which the 
                                resulting company would operate.
                                    ``(IV) Any other geographic area 
                                the Board deems appropriate.
                    ``(I) Herfindahl-hirschman index threshold for 
                heightened scrutiny.--
                            ``(i) In general.--When evaluating the 
                        competitive effects of the proposed 
                        transaction, the Board shall apply higher 
                        scrutiny to any markets in which the 
                        transaction would result in a Herfindahl-
                        Hirschman Index over 1800 and an increase of 
                        more than 200.
                            ``(ii) Rule of construction.--Nothing in 
                        clause (i) may be construed as limiting the 
                        authority of the Board to apply higher scrutiny 
                        to any markets in which the transaction would 
                        result in an Herfindahl-Hirschman Index under 
                        1800 or an increase of less than 200.
                    ``(J) Additional considerations.--When evaluating 
                the competitive effects of the proposed transaction, 
                the Board shall consider the extent to which--
                            ``(i) the resulting institution could 
                        receive a `too big to fail' subsidy;
                            ``(ii) the proposed transaction could 
                        create or intensify conflicts of interest;
                            ``(iii) the proposed transaction could 
                        diminish product quality, including consumer 
                        privacy and access to branch offices;
                            ``(iv) the proposed transaction could lead 
                        to the exploitation of consumers' data;
                            ``(v) the proposed transaction could impair 
                        the resilience of the United States or global 
                        financial systems;
                            ``(vi) common ownership of firms in the 
                        relevant markets could impair competition;
                            ``(vii) the proposed transaction could 
                        impact wages and working standards in the 
                        relevant markets;
                            ``(viii) the proposed transaction could 
                        create or amplify existing climate and 
                        environmental risks; and
                            ``(ix) any other factors that the Board 
                        deems appropriate could impair competition.
            ``(9) Transparency.--
                    ``(A) In general.--In any application under this 
                section--
                            ``(i) a company shall--
                                    ``(I) disclose whether any persons 
                                employed by, representing, or acting on 
                                behalf of the company have had verbal 
                                or written communications with the 
                                Board, a Federal reserve bank, or any 
                                other Federal regulatory agency 
                                regarding the proposal; and
                                    ``(II) identify the dates and the 
                                names of individuals involved in, and 
                                the content of, all communications in 
                                described in subclause (I); and
                            ``(ii) the chief executive officer and 
                        chief legal officer of a company shall certify 
                        that no persons employed by, representing, or 
                        acting on behalf of the company asked for or 
                        received assurances from the Board, a Federal 
                        reserve bank, or any other Federal regulatory 
                        agency that the proposal would be approved of 
                        that there would be no barriers to such 
                        approval.
                    ``(B) Updates.--A company shall update the 
                disclosure and certification described in subparagraph 
                (A) as needed within 2 business days of any 
                communication that occurs before the Board makes a 
                final decision on a proposal.
                    ``(C) Publication.--The Board shall publish on the 
                website of the Board the disclosure, certification, and 
                any updates required under this paragraph within 1 
                business day of receipt.
            ``(10) Financial stability exception.--Notwithstanding 
        paragraphs (8)(A), (8)(B), (8)(C), and (8)(E)(iii) of this 
        subsection, if the Financial Stability Oversight Council 
        determines by a \2/3\ vote that a proposed acquisition, merger, 
        or consolidation under this subsection is necessary to preserve 
        the stability of the United States banking or financial system, 
        the Board may approve such acquisition, merger, or 
        consolidation.
            ``(11) Citizen standing.--
                    ``(A) In general.--Not later than 10 days after the 
                approval of an application under this section by the 
                Board, or the denial of a request for reconsideration 
                of such an application by the Board, an individual may 
                file a civil action in the appropriate United States 
                district court to review such approval, regardless of 
                whether the individual submitted a comment or otherwise 
                participated in the application process.
                    ``(B) Consideration.--In any such action, the court 
                shall review de novo the issues presented, consider the 
                matter on an expedited basis, and issue a decision 
                within 30 days.
                    ``(C) 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 action.
                    ``(D) Effect on application.--The proposed 
                acquisition, merger, 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 action.''.
                                 <all>