Banking and Finance Law Daily OCC proposes regulatory changes for savings association employment contracts, form of ownership
Tuesday, January 7, 2020

OCC proposes regulatory changes for savings association employment contracts, form of ownership

By Thomas G. Wolfe, J.D.

The OCC seeks public comment on its proposed regulatory modifications and technical amendments that were envisioned by the agency and other federal financial regulators in a March 2017 report to Congress.

The Office of the Comptroller of the Currency is proposing rule modifications that would implement changes recommended by the OCC and other federal prudential regulators in a March 2017 report to Congress concerning the Economic Growth and Regulatory Paperwork Reduction Act. Seeking to reduce regulatory burdens while ensuring the safety and soundness of U.S. financial institutions, the OCC proposes to repeal its "employment contract rule" for federal savings associations, modify the OCC’s fiduciary rules, and amend the OCC’s rule for conversions from mutual to stock form of a savings association. Further, the proposed rule would update cross-references to repealed and integrated rules, remove unnecessary definitions, and make technical changes to the agency’s rules. Public comments on the OCC’s notice of proposed rulemaking must be received by March 9, 2020.

In keeping with the directive of the Economic Growth and Regulatory Paperwork Reduction Act concerning member agencies of the Federal Financial Institutions Examination Council, the OCC, along with the Federal Deposit Insurance Corporation, Federal Reserve Board, and National Credit Union Administration submitted a joint report to Congress in March 2017 detailing their review of rules affecting financial institutions. In particular, aiming to reduce regulatory burdens while maintaining financial stability, the federal financial regulators focused on the effect of regulations on smaller financial institutions—including savings associations and community banks (see Banking and Finance Law Daily, March 22, 2017).

Proposal highlights. Against this backdrop, the OCC’s notice conveys that the proposal would:

  • repeal federal savings association employment contracts (12 CFR §163.39);
  • amend fiduciary recordkeeping provisions (12 CFR §9.8 and §150.420);
  • modify provisions governing acceptable collateral for fiduciary funds awaiting investment or distribution (12 CFR §9.10 and §150.320);
  • change provisions covering federal savings association conversions from mutual to stock form (12 CFR Part 192) so as to "reduce burden, increase flexibility, and replace cross-references" to repealed provisions governing securities offerings rules for federal savings associations (12 CFR Part 197);
  • clarify which forms and accounting standards savings associations must use in connection with a conversion under 12 CFR Part 192 (Conversions from Mutual to Stock Form);
  • encourage "electronic filing, electronic meetings, and notice by e-mail";
  • reduce "the number of copies of proxy materials" that must be filed with the OCC; and
  • implement various technical and clarifying amendments to 12 CFR Parts 3, 4, 11, 16, 19, 23, 26, 32, 108, 112, 141, 160, 161, and 163.

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