On July 11, 2018, the Office of the Comptroller of the Currency (“OCC”), the Federal Deposit Insurance Corporation (“FDIC”) and the Board of Governors of the Federal Reserve System (“FRB”) (the OCC, FRB and FDIC are collectively, the “Federal Banking Agencies”) issued revisions to the Interagency Biographical and Financial Report (the “Report”).

In general, individual directors, officers, or an individual or group of shareholders acting in concert that will own or control 10 percent (10%) or more of a bank must file the Report in connection with the following: (i) applications to establish a de novo bank, (ii) notices for a change in control, (iii) Section 914 applications for new executive officers and directors, and (iv) applications for new executive officers and directors following a change in control.

In our experience, and practically speaking, the Report has often been considered by filers to be a burdensome disclosure requirement that leads to confusion over what information should or should not be included in the Report.  Although the Federal Banking Agencies have provided prospective filers with a level of clarity through its most recent revisions, the Report remains an extensive disclosure requirement for filers involved in both de novo bank formations and merger transactions.

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