Who Approves Bank Mergers: The Fed, OCC, FDIC and DOJ
Which regulator signs off on a bank deal depends on the charter of the bank that survives. How the review works, where to comment, how long it takes and what changed in 2025.
Bank mergers in the US are approved by the federal banking regulator of the bank that survives: the OCC for a national bank, the Federal Reserve for a state bank that is a Fed member, and the FDIC for a state nonmember bank. The Fed also approves deals between bank holding companies. The Justice Department reviews competition in parallel. The approval order, posted on the regulator’s website, explains the decision.
The legal basis is the Bank Merger Act, section 18(c) of the Federal Deposit Insurance Act, codified at 12 U.S.C. 1828(c), together with section 3 of the Bank Holding Company Act for holding company deals. Large deals often need both: one approval for merging the banks and another for merging their parent companies.
Which regulator approves a bank merger?
The regulator is set by the charter of the resulting bank, not by the size of the deal.
| Type of transaction | Approving agency | Statute |
|---|---|---|
| Merger where the resulting bank is a national bank or federal savings association | Office of the Comptroller of the Currency (OCC) | Bank Merger Act |
| Merger where the resulting bank is a state member bank | Federal Reserve Board | Bank Merger Act |
| Merger where the resulting bank is a state nonmember bank or state savings association | FDIC | Bank Merger Act |
| Acquisition of, or merger with, a bank holding company | Federal Reserve Board | Bank Holding Company Act, section 3 |
| Competition review of any of the above | Department of Justice, Antitrust Division | Competitive factors report and Clayton Act |
State banking departments also approve deals involving state-chartered banks. Bank deals that need these federal approvals generally do not go through the regular Hart-Scott-Rodino filing; the banking agency review takes its place.
What does the regulator look at?
Under section 1828(c)(5), the agency may not approve a merger that would create a monopoly. It also may not approve one that would substantially lessen competition, unless the harm is clearly outweighed by the benefit to the convenience and needs of the communities served. In every case it must consider:
- the financial and managerial resources and future prospects of the banks;
- the convenience and needs of the communities served, including each bank’s record under the Community Reinvestment Act;
- the banks’ effectiveness in fighting money laundering;
- the risk to the stability of the US banking or financial system.
On competition, the Fed still applies the 1995 Bank Merger Guidelines, which look at deposit concentration in local banking markets. In its January 2026 order on Fifth Third, the Board said it treats a market as highly concentrated when the post-merger HHI exceeds 1,800, and generally does not see an anticompetitive effect when the merger raises the HHI by no more than 200 points, absent other factors. The Justice Department withdrew from those guidelines on September 17, 2024 and relies on the 2023 Merger Guidelines.
Can the public comment on a bank merger?
Yes. The law requires public notice before approval, and the agencies take written comments. The Fed publishes holding company applications in the Federal Register and in local newspapers, and the bank-level application is advertised in newspapers where the banks have their main offices. Comments often concern branch closings, lending in low- and moderate-income neighborhoods, fees and complaints.
- Find the notice: the Federal Register, the regulator’s weekly bulletin of applications, or the newspaper notice the banks publish.
- Note the closing date of the comment period stated in the notice.
- Send the comment to the address or email in the notice, naming the applicant and the specific issue, such as a branch closing or a lending record.
- Read the final order: the Fed’s orders summarize the public comments and respond to them.
In the Fifth Third and Comerica review, the Board said it received 12 comments opposing the proposal and 12 supporting it, according to its order of January 13, 2026.
How long does bank merger approval take?
From filing to approval it commonly takes several months; contested or very large deals can take more than a year. After approval there is a statutory waiting period so the Justice Department can sue if it objects:
| Step | Time |
|---|---|
| DOJ competitive factors report | Within 30 calendar days of the agency’s request (10 days in an emergency) |
| Earliest closing after approval | 30th calendar day, or as early as the 15th day if the DOJ agrees and raised no adverse competitive comment |
| Antitrust lawsuit by the DOJ | Must be filed before the earliest closing date |
Fifth Third’s purchase of Comerica shows a fast recent path. The Fed published notice of the application on November 12, 2025, the OCC approved the bank merger on December 15, 2025, and the Fed approved the holding company merger on January 13, 2026, allowing consummation from the 15th calendar day after the order. Capital One’s purchase of Discover, announced in February 2024, took longer: the Fed approved it on April 18, 2025, together with a $100 million penalty against Discover over interchange fees it had overcharged from 2007 through 2023.
For how bank deals fit into overall merger timelines, see how long a merger takes from announcement to closing.
What changed in bank merger review in 2024 and 2025?
The agencies tightened their policies in 2024 and reversed much of that in 2025:
- OCC. On May 8, 2025, the OCC issued an interim final rule that restored expedited review and the streamlined application for qualifying deals and rescinded its 2024 policy statement on Bank Merger Act reviews.
- FDIC. On May 20, 2025, the FDIC rescinded its 2024 merger policy statement and reinstated the earlier one as an interim measure, saying it planned a broader revision of its merger policy later.
- DOJ. The Justice Department’s September 2024 withdrawal from the 1995 guidelines remained in place, while the Fed said in 2026 that it continues to apply them.
Check the agencies’ sites for any newer proposal, since the FDIC has said more changes would follow.
Bottom line
To see where a pending bank deal stands, look for two documents: the holding company application notice on the Fed’s site and the bank merger decision from the OCC or FDIC. If you are a customer, the merger itself changes little until the systems conversion date; our guide on what happens to your bank account when banks merge covers that part.
FAQ
Can the DOJ block a bank merger the Fed approved?
Yes. The Justice Department can sue under the antitrust laws, but it must file before the post-approval waiting period ends, and filing suspends the approval unless the court orders otherwise.
Does the CFPB approve bank mergers?
No. Approval rests with the Fed, OCC or FDIC, with the DOJ reviewing competition. Consumer protection records can still come up in the review and in public comments.
Do credit union mergers follow the same process?
No. Federally insured credit union mergers are approved by the National Credit Union Administration under its own rules, which include a member vote in many cases.
Why do bank deals sell branches before closing?
When a local market would become too concentrated, regulators can require the buyer to divest branches and deposits in that market to another bank as a condition of approval.
