The Justice Department announced today its withdrawal from the 1995 Bank Merger Guidelines and emphasized that the 2023 Merger Guidelines remain its sole and authoritative statement across all industries.
The department today also released commentary explaining the application of the 2023 Merger Guidelines in banking. This commentary identifies competition issues that may commonly occur in bank mergers and outlines which guidelines best inform analysis of those issues. As with the 2023 Merger Guidelines, this commentary offers transparency into the department’s merger review process but does not create rights or obligations of any party under the laws governing mergers of banks and bank holding companies.
The announcement today was the result of a collaborative consultative process with the department’s close partners at the Federal Reserve, Federal Deposit Insurance Corporation and Office of the Comptroller of the Currency. The announcement was also informed by robust public feedback, department experience and expertise, as well as developments in the market, law and economics.
Neither the 2024 Banking Addendum nor the 2023 Merger Guidelines predetermine enforcement action by the department. Although the 2023 Merger Guidelines identify the factors and frameworks the department considers when investigating mergers, the department’s enforcement decisions will necessarily depend on the facts in any case and will continue to require prosecutorial discretion and judgment.
Throughout any bank merger review, the Justice Department works closely with the relevant bank regulators to ensure the complementary and consistent application of the laws within each agency’s area of expertise. As is always the case, those agencies may at their discretion use their own methods for screening and evaluating bank mergers.
