Bank Mergers and Acquisitions Handbook

Front Cover
American Bar Association, 2006 - 336 pages
The Bank Merger and Acquisitions Handbook is a how-to manual for lawyers who must analyze a potential transaction or who are faced with an agency review of the competitive effects of a proposed transaction that would combine banking institutions. Its focus is practical; complementing the Antitrust Section's other publications on merger review including Mergers and Acquisitions, and the Premerger Notification Practice Manual. This book addresses those aspects of bank merger review that are unique to banking institutions - such as the statutory framework, banking agency review, and Justice Department standards - and draws on learning from recent transactions in which one or more of the reviewing agencies raised concerns. It should be helpful to both antitrust lawyers and banking lawyers faced with a bank merger and to banking lawyers faced with a transaction that presents substantive competition issues.
 

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Contents

INTRODUCTION
1
GENERAL ANTITRUST PRINCIPLES IN FINANCIAL INSTITUTION MERGERS AND ACQUISITIONS
5
2 Financial InstitutionSpecific Statutes
6
3 HartScottRodino Act
8
B Competitive Review by Federal Bank Regulatory Agencies
9
C The Merger Guidelines
12
D State Attorneys General
13
TIMING CONSIDERATIONS AND NOTIFICATION PROCEDURES
15
F Assessment of Potential Mitigating Factors
65
2 Updated Geographic Market Definitions
66
3 Likelihood of Expanded Commercial Lending
67
4 Evidence That Market Shares Do Not Reflect Competitive Significance
68
5 Likelihood of New Entry
69
6 NonBank and OutofMarket Competitors
70
BANK MERGER REMEDIES
73
A Forms of Divestiture Commitments
74

b Streamlined Procedures Relating to Banking Operations
17
c PostApproval Waiting Period under the BHC Act
19
3 BMA Notices
20
4 NonBank Operations and the HSR Act
21
a Standard 4c8 Procedures
23
b Streamlined 4c8 Procedures
24
c HSR Act Waiting Periods
25
d Choosing between 4c8 and HSR
26
B Practical Considerations with Respect to Timing
27
1 Prefiling Communications and Drafts
28
2 Anticipating the DOJs Information and Document Requests
29
3 Early Triage of Overlap Markets
30
4 Assembling a Divestiture Package that Meets the Agencies Criteria
31
C State Attorneys General
32
DEFINITION OF RELEVANT MARKETS
35
2 The Banking Agencies Approach to Product Market Definition
38
B Relevant Geographic Market
41
1 The DOJs Approach to Geographic Market Definition
42
2 The Banking Agencies Approach to Geographic Market Definition
47
EVALUATION OF THE LIKELY COMPETITIVE EFFECTS OF BANK MERGERS
57
2 Theories of Competitive Harm
58
3 Rebutting a Presumption of Competitive Harm
59
B The Screening Guidelines
60
1 Assembling the Data
61
3 Market Shares and Concentration
62
D Modified Screens
63
3 Additional Federal Reserve Board Requirements
75
1 Exiting Partys Branches
76
3 Commercially Oriented Branches
77
C The DOJs Branch Information Request
78
3 Volume Information
79
5 Minimizing Burden
80
2 InMarket vs OutofMarket Buyers
81
4 No Seller Financing
82
E Final Approval Process
83
F PostApproval Process
84
3 Facilitate the Buyers Communications with Divested Customers and Employees
85
CLAYTON ACT
87
BANK MERGER ACT
97
BANK HOLDING COMPANY ACT
103
CHANGE IN BANK CONTROL ACT
107
HOME OWNERS LOAN ACT
109
1992 DEPARTMENT OF JUSTICE AND FEDERAL TRADE COMMISSION HORIZONTAL MERGER GUIDELINES
111
BANK MERGER COMPETITIVE REVIEW INTRODUCTION AND OVERVIEW 1995
145
ANTITRUST DIVISION POLICY GUIDE TO MERGER REMEDIES
159
FDIC STATEMENT OF POLICY ON BANK MERGER TRANSACTIONS
201
INTERAGENCY BANK MERGER ACT APPLICATION FORM
211
REPORT OF THE DEPARTMENT OF JUSTICE ON THE LIKELY COMPETITIVE EFFECTS OF THE PROPOSED ACQUISITION BY FIRST HA...
227
DEPARTMENT OF JUSTICE LETTERS TO THE FEDERAL RESERVE BOARD
261
SELECT DEPARTMENT OF JUSTICE SPEECHES AND STATEMENTS
285
TABLE OF CASES
335
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