We have prepared a summary and blackline (available here) of the OCC’s proposed changes to its rules for national banks and federal savings associations relating to policies and procedures for corporate activities and transactions (“licensing rules”).
Background: The Dodd-Frank Act transferred to the OCC all functions of the former Office of Thrift Supervision (OTS) relating to federal savings associations. With a few exceptions, the OCC currently has one set of rules applicable to national banks and another set of rules applicable to federal savings associations, or, where appropriate, to all savings associations. The OCC is in the process of reviewing its rules to determine whether it is appropriate to integrate them into a single set of rules for both national banks and savings associations, taking into account consistency with the underlying statutes that apply to each type of institution.
Proposed Revisions to Licensing Rules: As part of this process, the OCC issued, on May 21, 2014, a proposal to integrate its licensing rules for national banks and federal savings associations. According to the OCC, the proposed integration would create, to a large extent, filing parity for national banks and federal savings associations for all activities and transactions addressed in the OCC’s licensing rules.
Scope of Proposal: The rules covered by the proposal include the OCC’s rules on articles of association, bylaws and charters; chartering procedures; conversions; branching; operating subsidiaries; service corporations; business combinations; changes in capital; changes in asset size; capital distributions; change of control; fiduciary powers; bank service companies; investments in premises; pass-through investments; main office and home office relocations; management interlocks of depository institutions; and voluntary liquidations.
Proposed Revisions to Part 5 of the OCC’s Regulations: The proposed integration would involve moving the licensing rules for federal savings associations into Part 5 of the OCC’s regulations and deleting the corresponding provisions found in Parts 100 through 199. ◦
- For many rules, the proposal incorporates the licensing rule for federal savings associations into the existing national bank licensing rule.
- In other cases, the proposal includes separate rules for national banks and federal savings associations in Part 5 because the rules do not apply to both charters, are better organized as separate rules, or are difficult to integrate because of their differences and complexity.
- In the case of rules in Part 5 that would continue to apply only to national banks, the proposal revises some rules to be consistent with the changes proposed for federal savings associations and makes other technical changes.
The proposal also makes substantive changes to the OCC’s licensing rules to “eliminate unnecessary requirements, promote fairness in supervision, and further the safe and sound operation of the institutions the OCC supervises.”