Sears Savings Bank v. Federal Savings and Loan Insurance Corporation and Federal Home Loan Bank Board

Sears Savings Bank (“Sears”) petitions this court pursuant to 12 U.S.C. § 1730a(k) (1982) for review of a resolution of the Federal Savings and Loan Corporation and the Federal Home Loan Bank Board (“Board”) conditionally approving a proposed affiliate transaction between Sears and Dean Witter Reynolds, Inc. Sears challenges two of the six conditions imposed by the Board. Because we find that the Board failed to present an adequate basis and explanation for imposing the conditions, we remand this matter to the Board for a clarification of its decision.

The Board’s action in granting conditional approval of Sears’ proposed transaction with Dean Witter Reynolds may be set aside if found to be “arbitrary, capricious, an abuse of discretion, or otherwise not in accordance with law.” 12 U.S.C. § 1730a(k) (1982); 5 U.S.C. § 706 (2)(A) (1982); Citizens to Preserve Overton Park, Inc. v. Volpe, 401 U.S. 402, 414 , 91 S.Ct. 814, 822 , 28 L.Ed.2d 136 (1971). Although this scope of review is narrow, the Board must examine the relevant data and articulate a satisfactory explanation for its action including a rational connection between the facts found and the choice made. Motor Vehicle…