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FRB Lifts Threshold for Financial Stability Review

April 11, 2017

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In its March 2017 approval of People United Financial, Inc.’s merger with Suffolk Bancorp (the “Peoples United Order”), the Federal Reserve Board eased the approval criteria for certain smaller bank merger transactions by expanding its presumption regarding proposals that do not raise material financial stability concerns and providing for approval under delegated authority for such proposals.  The Dodd-Frank Act amended Section 3 of the Bank Holding Company Act to require the Federal Reserve to consider the “extent to which a proposed acquisition, merger, or consolidation would result in greater or more concentrated risks to the stability of the United States banking or financial system.”

In a 2012 approval order, the Federal Reserve established a presumption that a proposal that involves an acquisition of less than $2 billion in assets, that results in a firm with less than $25 billion in total assets, or that represents a corporate reorganization, may be presumed not to raise material financial stability concerns absent evidence that the transaction would result in a significant increase in interconnectedness, complexity, cross-border activities, or other risks factors.  In the Peoples United Order, the Federal Reserve indicated that since establishing this presumption in 2012, its experience has been that proposals involving an acquisition of less than $10 billion in assets, or that results in a firm with less than $100 billion in total assets, generally do not create institutions that pose systemic risks and typically have not involved, or resulted in, firms with activities, structures and operations that are complex or opaque.

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When a Bank Should Disclose a Cyber Attack

April 11, 2014

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As cyber attacks against financial institutions have become more and more frequent, and the possibility of significant adverse consequences from a single attack have increased, financial institutions have been stepping up cyber security processes for some time. However, many institutions still grapple with the appropriate level of disclosure to shareholders regarding cyber security.

Cyber attacks can come from all directions and in all shapes and sizes—from the stolen employee laptop to a hacked computer system that allows fraudulent transfers from an account. Attacks where the criminals bypass both the computer systems of the bank and its customers and instead access the systems of the bank’s outside service providers can also leave the bank at risk. Which of these attacks or potential attacks merit disclosure?

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