12 C.F.R. § 225.11

Transactions requiring Board approval

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The following transactions require the Board's prior approval under section 3 of the Bank Holding Company Act except as exempted under § 225.12 or as otherwise covered by § 225.17 of this subpart:

(a) Formation of bank holding company. Any action that causes a bank or other company to become a bank holding company.

(b) Acquisition of subsidiary bank. Any action that causes a bank to become a subsidiary of a bank holding company.

(c) Acquisition of control of bank or bank holding company securities. (1) The acquisition by a bank holding company of direct or indirect ownership or control of any voting securities of a bank or bank holding company, if the acquisition results in the company's control of more than 5 percent of the outstanding shares of any class of voting securities of the bank or bank holding company.

(2) An acquisition includes the purchase of additional securities through the exercise of preemptive rights, but does not include securities received in a stock dividend or stock split that does not alter the bank holding company's proportional share of any class of voting securities.

(d) Acquisition of bank assets. The acquisition by a bank holding company or by a subsidiary thereof (other than a bank) of all or substantially all of the assets of a bank.

(e) Merger of bank holding companies. The merger or consolidation of bank holding companies, including a merger through the purchase of assets and assumption of liabilities.

(f) Transactions by foreign banking organization. Any transaction described in paragraphs (a) through (e) of this section by a foreign banking organization that involves the acquisition of an interest in a U.S. bank or in a bank holding company for which application would be required if the foreign banking organization were a bank holding company.

Notes of Decisions

Cited in 6 cases (1 in the last 5 years), 1997–2025 · leading case: W.C. Long, Jr. v. Bd. of Governors of the Fed. Reserve Sys., 117 F.3d 1145 (10th Cir. 1997).

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W.C. Long, Jr. v. Bd. of Governors of the Fed. Reserve Sys., 117 F.3d 1145 (10th Cir. 1997). “12 C.F.R. § 225.11 (a) (1996). Any company that violates, and any individual who participates in a violation of, the Bank Holding Company Act may be assessed a penalty of up to $25,000 per day for each day the violation continues.”

Interamericas Investments, Ltd. & Peter Ulrich v. Bd. of Governors of the Fed. Reserve Sys., 111 F.3d 376 (5th Cir. 1997). “, and the Board’s Regulation Y, 12 C.F.R. § 225.11 (a), came more than five years after the IAI takeover of Sun Belt and NBC.”

First Citizens Bancshares, Inc. v. Ks Bancorp, Inc., 2018 NCBC 23 (N.C. Bus. Ct. 2018). · cites it 2× “) In that event, the Rights Plan would, inter alia, permit all shareholders to purchase additional shares of KS Bancorp’s common stock at 50% of the then current per share 1 Plaintiff applied to the Federal Reserve pursuant to 12 CFR § 225.11 (c), which requires that a bank…”

Peters (D. Ariz. 2025). “41 with the prior approval requirements under 12 C.F.R. § 225.11 . 1 would be clearly exempted.”

Interamericas Invest v. Bd of Gov of the FR (5th Cir. 1997). “, and the Board’s Regulation Y, 12 C.F.R. § 225.11 (a), came more than five years after the IAI takeover of Sun Belt and NBC.”

Long v. FRS (10th Cir. 1997). “12 C.F.R. § 225.11 (a) (1996). Any company that violates, and any individual who participates in a violation of, the Bank Holding Company Act may be assessed a penalty of up to $25,000 per day for each day the violation continues.”

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