July 22, 2025

Warren Warns Bank of New York Mellon that Acquisition of Northern Trust Could Violate Antitrust Laws and Threaten Financial Stability

Warren Warns Bank of New York Mellon that Acquisition of Northern Trust Could Violate Antitrust Laws and Threaten Financial Stability

“This transaction would supercharge existing financial stability risks by merging one bona fide Too-Big-To-Fail (‘TBTF’) bank with a borderline TBTF bank.”

“This anticompetitive transaction would substantially increase financial stability risks and fail to serve the interests of BNY’s customers and the broader public.”

Text of Letter (PDF)

Washington, D.C. – U.S. Senator Elizabeth Warren (D-Mass.), Ranking Member of the Senate Banking, Housing, and Urban Affairs Committee, sent a letter to Robin Vince, CEO of the Bank of New York Mellon regarding reports of the bank’s discussions of an acquisition of Northern Trust, a primary competitor, that would present significant concerns under federal antitrust law.

“I am writing regarding recent reports that the Bank of New York Mellon Corp. (“BNY”) is considering an acquisition of one of its primary competitors, Northern Trust. A combination of this scale appears to be ‘presumptively illegal,’ raising serious antitrust concerns and presenting risks to financial stability given the firms’ dominance in important markets that serve as the plumbing of the financial system,” wrote Ranking Member Warren.

“Both BNY and Northern Trust are significant providers of asset custody and administration services that endowments, pensions, mutual funds, and other institutions rely on to safeguard assets, execute and settle trades, collect income, and process payments, among other crucial functions,” Ranking Member Warren continued. “Should this potential merger move forward, the combined entity’s estimated custodial services market share would exceed 30 percent, and would appear to significantly increase consolidation in this market, as measured by the Herfindahl-Hirschman Index (‘HHI’), by roughly 400 points. A merger that creates a firm with a market share over 30 percent and increases HHI by more than 100 points is presumptively illegal under antitrust law.”

The Ranking Member also laid out concerns with previous violations by and enforcement actions against BNY in the past: “In August 2024, the Commodities Futures Trading Commission (‘CFTC’) slapped a $5 million fine on BNY for failing to accurately report at least 5 million swap transactions from 2018-2023 in violation of a prior CFTC order against the firm. Swaps reporting is a core pillar of post-2008 financial crisis reforms, providing transparency and enabling regulators to oversee the market. That same month, the Securities and Exchange Commission charged the firm for rampant off-channel communication violations, which breached securities laws that help protect investors, and prevent insider trading and other market manipulation.”

Ranking Member Warren requested BNY brief the Senate Committee on Banking, Housing, and Urban Affairs on the potential merger.

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