## Facts

- TeamBank, a national bank historically based in Kansas, relocated its main office to Freeman, Missouri in 1997 while continuing multistate operations.
- In March 2000, TeamBank approved a merger in which it would acquire and survive First National Bank and Trust Company of Parsons, Kansas, a Kansas national bank.
- TeamBank sought and obtained Office of the Comptroller of the Currency (OCC) approval for the interstate merger under the Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994.
- The Missouri Director of Finance objected to the OCC, asserting the merger violated Missouri’s five-year minimum-age requirement as modified by a 1999 Missouri statute measuring a relocating bank’s “age” from its Missouri relocation date.
- The OCC approved the merger over the objection, concluding Missouri’s minimum-age restriction did not apply to this transaction, the relocation statute was not retroactive, and any conflicting age calculation would be preempted by federal law.
- After approval, the Director maintained Missouri could still block or penalize the merger under state law, prompting TeamBank to seek injunctive relief in federal district court.
- The district court enjoined the Director from interfering with the OCC-approved merger; the Director appealed.

## Issues

1. Whether Missouri’s five-year minimum-age statute barred the OCC-approved interstate merger when the surviving/acquiring bank had relocated to Missouri fewer than five years earlier.
2. Whether Missouri’s 1999 relocation-based age statute applied retroactively to a bank that relocated to Missouri in 1997.
3. Whether Missouri’s relocation-based age calculation was preempted to the extent it conflicted with Riegle-Neal’s approach to measuring a bank’s age.
4. Whether the OCC’s merger approval was arbitrary, capricious, or contrary to law such that state officials could disregard it.

## Decision

- The Eighth Circuit affirmed the district court’s injunction barring the Director from obstructing or penalizing the OCC-approved merger.
- The court agreed that Missouri’s minimum-age statute did not apply because no Missouri bank was being acquired in the merger.
- The court accepted that Missouri’s relocation statute did not apply retroactively to TeamBank’s 1997 relocation.
- The court held that, even if applied, Missouri’s relocation-based age rule could not be enforced where it conflicted with the federal scheme and was preempted to that extent.
- The court found no basis to set aside the OCC’s approval and deferred to the OCC’s interpretation of the governing federal banking framework.

## Legal Principles

- A state minimum-age restriction authorized under Riegle-Neal is construed to protect in-state target banks from being acquired; it does not necessarily regulate the acquiring/surviving bank when no in-state bank is the acquisition target.
- Absent clear legislative direction, state statutes altering legal consequences of prior events (such as recalculating a bank’s “age” from a past relocation) are not applied retroactively.
- State banking restrictions are preempted to the extent they conflict with Riegle-Neal’s federally prescribed method for evaluating eligibility for interstate bank mergers, including how a bank’s “age” is measured.
- Courts give substantial deference to the OCC’s reasonable interpretations and merger-approval determinations within its regulatory authority; valid OCC approval may be enforced through injunctive relief against contrary state action.

## Conclusion

The Eighth Circuit enforced the OCC’s approval of TeamBank’s interstate merger by affirming an injunction against Missouri’s finance regulator, holding that Missouri’s minimum-age and relocation rules did not bar the transaction and could not be applied retroactively or in conflict with federal law.


TeamBank, N.A. v. McClure, 279 F.3d 614 (8th Cir. 2002)