Legal Interpretations
Bank Holding Companies/Savings and Loan Holding Companies/Change in Control - 2022 Letters
December 23, 2022 (PDF)
Letter to Ivy Craig opining that no regulatory purpose would be served by requiring a filing under section 3 of the Bank Holding Company Act for Security Bancshares, Inc., Scott City, Kansas, a bank holding company, and its subsidiary state nonmember bank, Farmers & Merchants Bank of Colby, Colby, Kansas, to acquire the Bank of Burlington, Burlington, Colorado, a state member bank.
December 8, 2022 (PDF)
Letter to Donald J. Toumey, Esq., opining that no regulatory purpose would be served by requiring a filing under section 3 of the Bank Holding Company Act for ANZ Group Holdings Limited and ANZ BH Pty Ltd, both of Docklands, Australia, to acquire Australia and New Zealand Banking Group Limited, Melbourne, Australia.
December 8, 2022 (PDF)
Letter to Donald J. Toumey, Esq., stating that the election filed by ANZ Group Holdings Limited and ANZ BH Pty Ltd, both of Docklands, Australia, to each be treated as a financial holding company is effective.
November 4, 2022 (PDF)
Letter to Mark J. Menting, Esq. opining that 1) no regulatory purpose would be served by requiring a filing under section 3 of the Bank Holding Company Act ("BHC Act") for New York Community Bancorp, Inc. ("NYCB"), Hicksville, New York, a bank holding company, to acquire the bank resulting from the conversion of Flagstar Bank, FSB ("Flagstar Bank"), Troy, Michigan, into a national bank and (2) no regulatory purpose would be served by requiring a filing under section 4 of the BHC Act for NYCB to indirectly acquire certain subsidiaries of Flagstar Bank.
October 7, 2022 (PDF)
Letter to Scott Meacham, Esq., of the Board’s determination not to disapprove the notice filed under the Change in Bank Control Act of 1978 by the Berry Leaf Sewell Revocable Trust, Berry L. Sewell and Adrienne M. Sewell as co-trustees, to acquire 25 percent or more of the voting shares of Clinton Bancshares, Inc. (“Clinton Bancshares”), the sole owner of First Bank and Trust Company (“FB&T”), all of Clinton, Oklahoma, in their individual capacity and as members of a group acting in concert; and filed retroactively by the Frank A. Sewell IV 1998 Irrevocable Trust, FB&T as trustee; the Frank A. Sewell III 2012 Revocable Trust, Lucie K. Sewell and FB&T as co-trustees; the Lucie K. Sewell 2012 Revocable Trust, Lucie K. Sewell as trustee; and the Lucie K. Sewell 2012 Irrevocable Trust, Berry L. Sewell and FB&T as co-trustees, all of Clinton, Oklahoma, all as members of the same group acting in concert, to retain voting shares of Clinton Bancshares.
September 26, 2022 (PDF)
Letter to Brent McCauley, Esq. opining that no regulatory purpose would be served by requiring a filing under section 3 of the Bank Holding Company Act, for Landmark Bancorp, Inc., a financial holding company, and its national bank subsidiary, Landmark National Bank, both of Manhattan, Kansas, to acquire Freedom Bancshares, Inc. and its wholly-owned subsidiary state nonmember bank, Freedom Bank, both of Overland Park, Kansas.
September 23, 2022 (PDF)
Letter to Robert D. Klinger, Esq. opining that no regulatory purpose would be served by requiring a filing under section 3 of the Bank Holding Company Act, by the Russell Family Holdings, LLC, DZM Family LLC, MRFamily LLC, and GoGet LLC, all of Atlanta, Georgia, in connection with a transfer of stock in Citizens Bancshares Corporation, Atlanta, Georgia.
August 29, 2022 (PDF)
Letter to Alcides I. Avila, Esq., granting a request by certain shareholders of Ocean Bankshares, Inc., for limited relief from commitments made to the Board in connection with their interests in Ocean Bankshares, Inc.
June 29, 2022 (PDF)
Letter to Barclays US LLC communicating the Board's approval under Regulation YY of a contractual provision that must be included in certain debt issued by U.S. intermediate holding companies of foreign GSIBs, on the terms explained in that letter.
May 20, 2022 (PDF)
Letter to Donald Toumey, Esq., advising that staff would not recommend that the Board find Popular, Inc. to control Evertec, Inc., both of San Juan, Puerto Rico, under the Bank Holding Company Act of 1956, if the transactions described in the letter are conducted according to the terms and conditions described in the letter and related correspondence.
May 3, 2022 (PDF)
Letter to Andrea Tokheim, Esq., granting a request on behalf of Nordea Bank Abp (“Nordea”), Helsinki, Finland, for relief from commitments made to the Board in connection with the establishment of Nordea’s New York branch.
April 29, 2022 (PDF)
Letter to E.J. Borrack, Esq., of the Board’s determination not to disapprove the notice filed under the Change in Bank Control Act of 1978 by Stilwell Activist Investments, L.P., Stilwell Activist Fund, L.P., and Stilwell Value Partners VII, L.P., three affiliated private investment partnerships; Stilwell Value LLC, the general partner of each of the limited partnerships, all of New York, New York; and Mr. Joseph D. Stilwell, San Juan, Puerto Rico, who controls Stilwell Value LLC, as part of a group acting in concert, to acquire up to 14.9 percent of the outstanding voting shares of Peoples Financial Corporation, and thereby indirectly control The Peoples Bank, a state nonmember bank, both of Biloxi, Mississippi.
April 11, 2022 (PDF)
Letter to Andre Lee Quintanar granting his request pursuant to section 19 of the Federal Deposit Insurance Act to become an institution-affiliated party of United Services Automobile Association, San Antonio, Texas.
March 31, 2022 (PDF)
Letter to Gerard Chamberlain, Esq., granting approval of the notice under section 163(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act by Banco Santander, S.A., Madrid, Spain, to acquire through its intermediate holding company, Santander Holdings USA, Inc., Boston, Massachusetts, Pierpont Capital Holdings LLC, New York, New York.
Review of Spanish Government Securities Market (PDF)
In addition, a report summarizing the results of the Federal Reserve’s review of the treatment of U.S. firms in the Spanish government securities market, as required under the Primary Dealers Act of 1988.
March 29, 2022 (PDF)
Letter to TD Group US Holdings LLC communicating the Board's approval under Regulation YY of a contractual provision that must be included in certain debt issued by U.S. intermediate holding companies of foreign GSIBs, on the terms explained in that letter.
March 29, 2022 (PDF)
Letter to Barclays US LLC communicating the Board's approval under Regulation YY of a contractual provision that must be included in certain debt issued by U.S. intermediate holding companies of foreign GSIBs, on the terms explained in that letter.
January 27, 2022 (PDF)
Letter to Gerard Chamberlain, Esq. granting approval of the notice under section 163(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act by Banco Santander, S.A., of Madrid, Spain, to acquire through its intermediate holding company, Santander Holdings USA, Inc., Boston, Massachusetts, the remaining outstanding common shares of Santander Consumer USA Holdings Inc., Dallas, Texas.
January 5, 2022 (PDF)
Letter to Santander Holdings USA, Inc. communicating the Board's approval under Regulation YY of a contractual provision that must be included in certain debt issued by U.S. intermediate holding companies of foreign GSIBs, on the terms explained in that letter.