Savings Institutions: Mergers, Acquisitions and Conversions

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Kevin J. Handly




Law Journal Press




The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 brought about the most sweeping changes in banking and thrift regulation since the enactment of the Financial Institutions Reform, Recovery and Enforcement Act of 1989. Most significantly, this wideranging legislative response to the financial crisis of 2008 abolished the Office of Thrift Supervision (“OTS”), which many in Congress viewed as an ineffective regulator, and transferred its functions to the Office of the Comptroller of the Currency (“OCC”), the Federal Reserve Board, the Federal Deposit Insurance Corporation (“FDIC”), and the newly created Bureau of Consumer Financial Protection, an independent agency in the Federal Reserve System. Specifically, the Dodd-Frank Act transferred the supervision of savings and loan holding companies, as well as all rulemaking authority relating to them, to the Federal Reserve Board. The Board also acquired the OTS’s rulemaking authority relating to tying arrangements and to transactions with affiliates and extensions of credit to executive officers, directors and principal shareholders. The OCC took over all OTS functions relating to federal savings associations and all rulemaking authority relating to savings associations. Finally, all OTS functions relating to state savings associations were transferred to the FDIC. In addition, the Act transferred the OTS’s consumer financial protection functions to the Bureau of Consumer Financial Protection. Although the OTS was disbanded, all OTS orders, interpretations and guidelines continued in effect and may be enforced by the appropriate federal regulator.

In this Release, we continue to revise and update the text to replace references to OTS with references to its successor regulators, the Federal Reserve for holding companies, the FDIC for state-chartered thrifts, and the OCC for Federal charters. Nonetheless, a diminishing number of references to OTS and its predecessor agency, the Federal Home Loan Bank Board (“FHLBB”) remain to be updated. Depending on the context, these references should be understood to refer to the restructured Dodd-Frank regulatory scheme. Some references will be retained to show how the regulation of savings institutions and their holding companies has evolved.


Book by Julie L. Williams

Updated by Kevin J. Handly

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