On March 3, 2025, the Federal Deposit Insurance Corporation (FDIC) withdrew three proposed rules, including its July 2024 proposed amendments to regulations under the Change in Bank Control Act of 1978 (CBCA) that would have subjected certain acquisitions of holding companies of FDIC-supervised institutions to FDIC advance notice requirements. The proposed amendments to the CBCA regulations, if adopted, stood to have a material impact on large index fund complexes by, for example, requiring them to file a notice with the FDIC in advance of a rebalancing event that could result in a change in control (generally defined as the acquisition of a 25% ownership stake) of an FDIC-supervised institution.

In the notice of withdrawal of the proposed amendments to the CBCA regulations, the FDIC stated that the proposal “would have required a wide range of bank investors to file duplicative notices with both the FDIC and the Federal Reserve System and could have discouraged capital investments in FDIC-supervised banks.” 

Under the current regulations, which will remain in effect, an acquisition of a holding company of an FDIC-supervised institution is generally exempt from the FDIC notice requirement where the Federal Reserve Board (FRB) separately receives and reviews a notice under the CBCA.  This exemption does not apply where the FRB accepts a “passivity commitment” from the acquiring entity in lieu of a notice—i.e., an agreement outlining the actions the acquiring entity will or will not take to rebut the regulatory presumption that the acquiring entity would control the acquired entity after the transaction.  In such cases, the FDIC evaluates whether a notice to the FDIC is required and, in recent years, has typically not determined to require such notice.

The FDIC’s notice of withdrawal is available here, and a related FDIC letter is available here.