dissenting:
In March 1995, the Board of Governors of the Federal Reserve System (“Board”) approved applications filed by several bank holding companies requesting that National City Corporation (“NCC”) be permitted to transfer the services associated with its automated teller machine (“ATM”) network, MoneyCenter, to Electronic Payment Services, Inc. (“EPS”), which owns and operates the “MAC” ATM network. In exchange for the MoneyCenter network and a payment of roughly $42,000,000, NCC was to acquire an equity interest in EPS. Money Station, Inc. (“MSI”), the owner and operator of a rival ATM network, challenges the Board’s action, asserting that the Board failed to consider relevant facts, improperly construed the requirements of section 4 of the Bank Holding Company Act (“BHC Act”), 12 U.S.C. § 1843 (1994), misapplied binding precedent, and unfairly denied MSI a hearing. Contrary to MSI’s assertions and the majority’s holding, I find that the Board’s order is amply justified and supported by substantial evidence, and that there is also no ground upon which to disturb the Board’s determination that further hearings are not warranted. Therefore, I respectfully dissent.
The result here is a wonderful windfall for Money Station (and its attorneys), who now get to continue this litigation over nothing. Money Station’s main complaint seems to be that it has fared poorly in the open market, not because of any illegal actions by its competitors but because those who purchase the services at issue apparently prefer Money Station’s competitors. Neither the Board nor the Antitrust Division of the Department of Justice found merit in Money Station’s claims. Yet, this court — based on nothing— now offers an extraordinary remedy: an evi-dentiary hearing to allow Money Station to whine over its disfavored position in the market. This is not a result that is intended under the BHC Act, and the remedy given today is one that is almost never afforded complainants under the Act. I trust that the Board will say even more on this next go-around to be done with this litigation. Nonetheless, I dissent because I feel strongly that this case sets a bad precedent in an area in which this court has little to offer as against the expert judgments of the Board (to which we should have deferred).
I. BACKGROUND
A. The ATM Industry
ATM networks use computers to link ATMs to each other and to provide a central repository for customer account information. The earliest ATM networks were “proprietary” networks linked only to the ATMs of a single financial institution. As the use of ATMs grew, shared networks evolved, through which various financial institutions could join together to handle transactions moving between two or more proprietary networks.
The operation of shared networks requires three major types of services: (1) ATM processing services, so that each financial institution can keep its terminals running and route transactions through its system; (2) network switching services, allowing one financial institution’s ATM to access an account held at another financial institution; *1139and (3) other network access services, including the implementation of network operating rules and the development of network business. A financial institution can provide some or all of these services for itself, or it can obtain these services separately or in combination by purchasing them from an existing network, another financial institution, or a third-party vendor.
B. The History of EPS
EPS was formed in 1992 when four bank holding companies received approval from the Federal Reserve Banks of Philadelphia and Cleveland to contribute their respective ATM-related businesses to a combined venture in exchange for capital stock of the new enterprise.1 The resulting ATM network is known as MAC, and its operations are conducted through two subsidiaries of EPS. The MAC network was designed to operate as a profit-making venture that would offer a package of network services to financial institution customers, including processing, switching, and access services. EPS marketing efforts on behalf of the MAC network have included promotion of the MAC name, active recruitment of financial institution customers, and research and development to expand the variety of transactions that can be conducted through the network. After the creation of EPS, the MAC network contained approximately 13,000 ATMs, making it the largest ATM network in the country by transaction volume. As of June 1994, when the applications at issue in this case were filed with the Board, the MAC network operated in 25 states and had a major presence in 13 states.2
In 1994, the Department of Justice (“DOJ”) reviewed the MAC network’s operating rules in response to allegations that EPS unlawfully “maintained a monopoly in access to regional [ATM] networks” in the Mideast, including Pennsylvania, New Jersey, Delaware, West Virginia, New Hampshire, and “substantial portions of’ Ohio, in violation of section 2 of the Sherman Act, 15 U.S.C. § 2 (1994). See United States v. Electronic Payment Servs., Inc., Proposed Final Judgment and Competitive Impact Statement, 59 Fed.Reg. 24,711, 24,712 (1994). This investigation culminated in the entry of a consent decree between .EPS and DOJ, which is to be effective until the year 2004. See United States v. Electronic Payment Servs., Inc., 1994-2 Trade Cases (CCH) ¶ 70,796, 1994 WL 730003 (D.Del.1994) (“Consent Decree”), reprinted in J.A. 307-13.
Under the Consent Decree, EPS may not directly or indirectly condition access to the MAC ATM network on the purchase of ATM processing services from EPS. Thus, EPS is generally required to permit any third-party processor that meets reasonable and nondiscriminatory technical, financial, and operating criteria to process ATM transactions for financial institutions participating in the MAC network. EPS also may not discriminate against ATM networks that choose third-party processors. In addition, the Consent Decree mandates that EPS take no action to prevent MAC-eustomer financial institutions from placing more than one logo on their ATMs; similarly, EPS agreed that it would not restrict the placement of more than one logo on ATM cards issued by financial institutions in a five-state area (Delaware, Indiana, New Jersey, Ohio, and Pennsylvania).
In the Competitive Impact Statement issued with the Consent Decree, DOJ stated that the Consent Decree would increase competition for regional network access and reduce barriers for ATM processing. Proposed Final Judgment, 59 Fed.Reg. at 24,-720. DOJ published the Consent Decree and related comments it had received, as required by 15 U.S.C. § 16(b)-(h) (1994). See United States v. Electronic Payment Serv., *1140Inc., Public Comments on Proposed Final Judgment and Response of United States, 59 Fed.Reg. 44,757-80 (1994), reprinted in J.A. 156-79. MSI filed comments stating that proper implementation of the Consent Decree would “open up competition” for network access and ATM processing, but sought to extend the Consent Decree to other parts of EPS’s business. Id. at 44,765, reprinted in 3 A. 164. DOJ rejected this proposal and stated that its investigation was limited to the ATM industry. After reviewing the comments it received, DOJ moved to have the Consent Decree entered without modification.
C. The Proposed Transaction Between EPS and NCC
In late 1993, EPS and NCC proposed a reorganization of their business structures. NCC sought to transfer its MoneyCenter ATM network and approximately $42,000,000 to EPS in exchange for an ownership interest in EPS. Under this plan, NCC’s Money-Center network services would be consolidated with EPS’s existing MAC network.
NCC, and the other bank holding companies involved in EPS, filed applications with the Board in June 1994 pursuant to section 4(c)(8) of the BHC Act, 12 U.S.C. § 1843(c)(8) (1994), seeking its approval of the proposed transactions.3 In response to the applications, the Board invited public comment. MSI submitted comments arguing that the proposed transaction would increase concentration in the ATM industry; enhance EPS’s dominant position to the point of creating a monopoly; eliminate NCC as a competitor; increase barriers to entry; and not provide any public benefits. See Comment of MSI in Opposition to Section 4(c)(8) Applications of Banc One, et al. (“MSI Comment”), (Sept. 16, 1994), reprinted in J.A. 187-243.
The applicants responded to these and other comments. See Response of Applicants (Sept. 30, 1994), reprinted in J.A 273-97. MSI replied by reiterating many of its initial points, and raising what it considered to be questions of fact sufficient to warrant an evidentiary hearing before the Board. See Reply Comment of MSI (Oct. 21, 1994), reprinted in J.A. 316-74. A number of exchanges of comments, replies, and responses followed. The Antitrust Division of DOJ also investigated the proposed transaction to determine its competitive effect, but ultimately decided not to submit any comments to the Board and took no further action with respect to the proposed transaction.
On December 12, 1994, the Board’s staff conducted a meeting to air objections to the proposed EPS/NCC transaction. Parties objecting to the transaction submitted a detailed proposed agenda identifying the concerns expressed by MSI, such as the alleged anticompetitive effect of the contemplated transaction on existing ATM service providers and the claimed likelihood that it would bar new providers from entering the ATM network market. See Proposed Agenda, reprinted in J.A. 501. Several people attended the meeting, including representatives of EPS, NCC, and MSI. At the end of the meeting, the Board’s staff invited additional submissions, and MSI submitted further information to the Board reiterating its arguments against the transaction.
D. The Board’s Order
On March 1, 1995, the Board issued an order approving the transactions. See Order Approving Notices to Acquire Certain Data Processing Assets, Federal Reserve System (Mar. 1, 1995) (“Order”), reprinted in J.A. 627-29. The Board’s statement of reasons followed on March 6, 1995. See Statement by the Board of Governors of the Federal Reserve System Regarding Notices to Acquire Certain Data Processing Assets, Federal Reserve System (Mar. 6, 1995) (“Statement”), reprinted in J.A 633-62.4
*1141The Board approved the applications because it concluded that the proposed transaction “would not result in significant adverse effects on the competitive considerations required to be reviewed under the section 4(c)(8) standard,” Statement at 16, reprinted, in J.A. 648, and found the proposal “not likely to result in any significant unfair competition, conflicts of interests, unsound banking practices, or other adverse effects,” id. at 19, reprinted in J.A. 651. In making this determination, the Board relied on the record and comments before it, and also took into consideration the effect of the Consent Decree and the fact that DOJ had decided not to oppose the EPS/NCC transaction.
In the Statement, the Board explained that it had focused its analysis on MAC’s Mideast region (western Pennsylvania, Ohio, Indiana, Kentucky, and West Virginia) in light of allegations that the proposed transaction “would result in significant anticompetitive effects in the market for ATM services in the Ohio-Kentucky-Pennsylvania region, and particularly in certain areas in Ohio.” Id. at 4, reprinted in J.A. 686. In this regard, the Board noted that, “recently, ... loeal ATM networks have consolidated in an effort to enhance the value of their services to customers through the economies of ubiquity.” Id. at 8, reprinted in J.A. 640. Accordingly, the Board concluded “that the appropriate geographic market area for MAC’s product lines is a region composed of several states.... In light of National City’s banking presence in Ohio, Indiana, and Kentucky, the appropriate geographic market in which to analyze the competitive effects of this proposal is MAC’s Mideast region.” Id. at 9, reprinted in J.A. 641.
The Board rejected the notion that the transaction would have anticompetitive effects in MAC’s Mideast region. The Board concluded that, in light of the regional divisions within the ATM industry and evidence presented regarding NCC’s operations, NCC’s ATM network, MoneyCenter, was not in direct competition with EPS’s MAC network, nor was it a potential future competitor. Further, according to the Board, the consolidation of the MoneyCenter’s network services with the MAC network would not significantly increase barriers to the entry of other ATM service providers, nor would it create an undue concentration of resources.
The Board bolstered its determination that the proposed transaction would not harm competition by referring to the restrictions set forth, in the Consent Decree, noting that the rules developed under the decree “promote competition and access to the MAC network.” Id. at 13, reprinted in J.A 645. The Board also noted that DOJ’s Antitrust Division had not protested the transaction, although it had the opportunity to do so.
As to the public benefits that could be expected from the transaction, the Board determined that the capital infusion EPS would receive from NCC would improve EPS’s research and development capabilities, allow it to offer innovative products and services sooner, ensure the quality of the products being offered, and allow it to provide these products to a broad customer base.
The Board rejected MSI’s request for an evidentiary hearing, noting that there were no disputed material facts to warrant such a hearing. The Board subsequently denied MSI’s request for reconsideration of its Order, prompting this petition for review.
II. Disoussion
A The Bank Holding Company Act
The BHC Act prohibits bank holding companies from “acquir[ing] direct or indirect ownership or control of any voting shares of any company which is not a bank” or “en-gag[ing] in any activities other than ... banking or of managing or controlling banks” or other services expressly permitted by the Board under section 4(c)(8) of the BHC Act. 12 U.S.C. § 1843(a) (1994). Section 4(c)(8) provides that a bank holding company shall not be prohibited from owning “shares of any company the activities of which the Board after due notice and opportunity for hearing has determined (by order or regulation) to be so closely related to banking or managing or controlling banks as to be a proper incident *1142thereto.” Id. § 1843(c)(8). According to the statute,
[i]n determining whether a particular activity is a proper incident to banking or managing or controlling banks the Board shall consider whether its ‘performance by an affiliate of a holding company can reasonably be expected to produce benefits to the public, such as greater convenience, increased competition, or gains in efficiency, that outweigh possible adverse effects, such as undue concentration of resources, decreased or unfair competition, conflicts of interests, or unsound banking practices.
Id. (emphasis added).
Under 12 U.S.C. § 1848 (1994), when the Board is reviewing an application filed under the BHC Act, “[t]he findings of the Board as to the facts, if supported by substantial evidence, shall be conclusive.” This standard has been described as a “specific application” of the “arbitrary and capricious” standard of review. Association of Data Processing Serv. Orgs. v. Board of Governors, 745 F.2d 677, 683 (D.C.Cir.1984).
B. The Board’s Approved of the EPS/NCC Applications
MSI petitions for review of the Board’s Order on the grounds that the Board erred in its approval of the applications by improperly analyzing both the adverse effects and possible benefits of the transaction. MSI also asserts that, because substantial disputed issues of fact were presented to the. Board, the Board was required to grant a hearing on the applications. I review each of these claims in turn.
1. The Board’s Review of Adverse Effects
According to MSI, the Board improperly defined the geographic region affected by the transaction, failed to conduct a meaningful analysis of the transaction’s effect on competition in the ATM industry, improperly assessed NCC’s role as an existing competitor, and did not consider the impact the transaction would have on prospects for the entry of new competitors into the ATM network market. MSI also complains that the Board erroneously relied on findings made by DOJ instead of undertaking its own inquiry.
a. The Geographic Region
As the Board indicated in its Statement, the Supreme Court has noted that the area in which the competitive effect of a merger between banks is to be assessed “is not where the parties to the merger do business or even where they compete, but where, within the area of competitive overlap, the effect of the merger on competition will be direct and immediate.” United States v. Philadelphia Nat’l Bank, 374 U.S. 321, 357, 83 S.Ct. 1715, 1738, 10 L.Ed.2d 915 (1963). In defining the region in which to analyze the effect of the EPS/NCC transaction as MAC’s Mideast region, the Board considered not only the record evidence about MAC’s and NCC’s operations, but also the documented industry trend toward regional ATM networks. See Statement at 7-9, reprinted in J.A. 639-41. I can find no basis upon which to overturn this judgment.5
b. Analysis of the Effect of the Transaction on Competitive Conditions
Likewise, I find that substantial evidence supports the Board’s finding that the proposed transaction is not likely to have an adverse effect on the ATM network market in MAC’s Mideast region. The relevant question is whether the proposed transaction will result in a significant decrease in competition in that market. At the time of the Board’s decision, NCC’s MoneyCenter network, unlike MAC, generally provided ATM-related services only to banks that were NCC subsidiaries.6 Further, NCC had tak*1143en no steps toward competing with EPS and other ATM service providers in the general marketplace. In fact, NCC had. shunned the possibility of entry into that market, as evidenced by its divestiture of such business on the few occasions when it could have made its entrance.7 Thus, given that NCC was not, and gave no indication that it would ever be, a direct competitor of EPS, the Board did not err in finding that the proposed transaction would not adversely affect the relevant ATM market. (There are no other complaining entities claiming to be potential competitors of EPS in the relevant market.)
MSI also claims that the elimination of the MoneyCenter network raises barriers to entry into the ATM market. The Board’s Statement acknowledges the industry’s movement toward larger networks; however, this trend is neither surprising nor of any great moment. The Board properly determined that the ATM industry is moving toward regional and national networks, and that the existence of a primary network in each region is not a significant danger to nascent competition. See Citicorp v. Board of Governors, 589 F.2d 1182, 1191 (2d Cir.) (In enacting the BHC Act, Congress did not “condemn[ ] bigness as bad per se, ... [but] did commit to the expertise of the Board the task of determining when size alone makes the combination of banking and nonbanking corporations against the public interest.”), cert. denied, 442 U.S. 929, 99 S.Ct. 2860, 61 L.Ed.2d 297 (1979); Alabama Ass’n of Ins. Agents v. Board of Governors, 533 F.2d 224, 251 (5th Cir.1976) (“[T]he determination of what is ‘undue’ concentration of resources was primarily committed to the Board by Congress.”), modified, on other grounds, 558 F.2d 729 (5th Cir.1977), cert. denied, 435 U.S. 904, 98 S.Ct. 1448, 55 L.Ed.2d 494 (1978).
MSI frets that the expansion of the MAC network after the EPS/NCC combination could lead to a variety of unfair business practices not unlike those that sparked DOJ’s earlier investigation of EPS. However, as the Board observed, the Consent Decree will remain in effect until 2004 to check the application of the MAC system’s operating rules. The Board also undertook its own review of the MAC system’s rules based on comments requested from EPS and MSI regarding potential modifications that might be appropriate in light of the proposed EPS/ NCC transaction. See Letter from Stephen A. Rhoades, Board Assistant Director, Division of Research and Statistics, to Allen Raiken, Esq., et al. (Feb. 15,1995), reprinted in J.A. 579-81. After considering the comments of both EPS and MSI, the Board ultimately found it unnecessary to condition approval of the transaction upon changes in MAC’s operating rules.
The Board also found that the relationship between MSI and the MAC network made it improbable that the transaction would unfairly jeopardize MSI’s market position, because an existing contract permitting MSI’s cardholders to use the MAC network suggests that MSI is not immediately harmed if Mon-eyCenter ATMs are affiliated with the MAC network. In fact, MoneyCenter ATMs already were part of the MAC network before EPS’s acquisition of MoneyCenter, making it *1144unlikely that MSI will be adversely affected by the change. Finally, the fact that NCC is an equity owner of MSI (and MSI’s ATM network, Money Station) renders it unlikely that NCC would choose to harm its own interests by engaging in predatory behavior directed against MSI.8 Thus, I would concur with the Board’s rejection of MSI’s various arguments suggesting that the transaction could result in an unfair allegiance, or some sort of proscribed anticompetitive vertical integration, between NCC and the MAC network.
MSI presented evidence to the Board that a Kentucky ATM network, Quest, had folded in the wake of EPS’s acquisition of the MoneyCenter ATM network, and tried to convince the. Board that statistics regarding MAC’s ownership of a significant share of ATM machines in Kentucky, Ohio, and Pennsylvania proved that the transaction would have an anticompetitive effect. But, contrary to MSI’s assertion that the Board ignored this evidence, it appears that the Board considered tíre evidence and determined that quantitative analysis of ATM machines was not the appropriate course. See Statement at 11 n. 29, reprinted in J.A 643. There is no basis to disturb the Board’s determination on this point. It is apparent that the ATM industry has been moving toward larger networks and that there have been some business casualties along the way. However, MSI cannot invoke judicial review as a means of protecting itself from the effects of a . market where customers have freely opted to use the MAC network instead of Money Station. Similarly, to the extent that EPS may have the ability to charge monopoly rents for use of the MAC network, such power is not likely to be the result of the combination of EPS and NCC; instead, such power appears to have developed over time in the ATM network market. In my opinion, it is not a matter that can find redress in this proceeding.
c. The Board’s Reference to DOJ’s Review
MSI’s charge that the Board relied on DOJ’s decision not to challenge the applications of EPS and NCC in lieu of making its own reasoned judgment about the transaction also should be rejected. The Board’s reference to DOJ’s review of the proposed transaction as an additional argument in favor of its approval cannot be read to form the only, or even a significant, basis for its decision. See Statement at 15-16, reprinted in J.A 647-48. While the Board’s action might have been questionable had it chosen to rely primarily on DOJ’s determinations without its own independent review, there is no indication in this case that the Board shirked its responsibility. Furthermore, it is hardly irrelevant that DOJ found no reason to submit objections to the proposed transaction. Had the opposite occurred, I have no doubt that MSI would have brought it to the court’s attention.
2. The Board’s Review of Public Benefits
Under the BHC Act, the Board is responsible for asséssing the anticipated public benefits of a proposed transaction, and for balancing their potential effect against the evils that might result from the transaction. See 12 U.S.C. § 1843(c)(8) (1994). This court has previously noted that “the Board’s reasoned judgments” in this regard “are entitled to some deference in view of its considerable expertise and experience in administering the [BHC] Act.” Connecticut Bankers Ass’n v. Board of Governors, 627 F.2d 245, 254 (D.C.Cir.1980); see also Alabama Ass’n of Ins. Agents, 533 F.2d at 246 (Because of the reasonable-expectation standard set forth in 12 U.S.C. § 1843(c)(8), “reasons for deference to the Board’s reasoned judgment ... are magnified in the context of the ‘public benefits’ determination.”).
MSI alleges that the Board erred in determining that public benefits resulting from EPS’s increased ability to continue and expand its development of new electronic banking products outweighed the possible adverse effects of elimination of NCC as a competitor. According to MSI, instead of making the required reasoned evaluation of the as*1145serted public benefit, the Board engaged in conjecture when it found that “enhanced research and development capabilities generated by [the NCC] investments should improve EPS’s ability to introduce these products sooner, to ensure the quality of the products being offered, and to present the products to a broad customer base.” Statement at 21, reprinted in J.A. 653. MSI argues that the “novel” products are already available, and thus, there is no benefit to be had from the alleged enhancement of EPS’s development and marketing capabilities. MSI also asserts that there was no substantial evidence showing that the capital EPS received from the transaction would actually be allocated to product development.
Even, assuming, arguendo, that MSI is correct in suggesting that the “public benefits” from the proposed transaction are only minimal, this would not carry the day. Rather, the significant point in this case is the Board’s finding that the proposed transaction presented little or no likelihood of adverse effects. In such a circumstance, it does not matter that the perceived public benefit is small. As the court noted in American Land Title Ass’n v. Board of Governors, 892 F.2d 1059 (D.C.Cir.1989), in applying 12 U.S.C. § 1843(c)(8),
[t]he Board [may] eonsider[ ] the possible adverse effects of the acquisition ... but then deeide[] to give those possible adverse effects relatively little weight in the benefits-adverse effects balance concluding that the possible adverse effects were unlikely to actually occur.
Id. at 1066. And it does not matter that the Board’s order “approachfes] the outer boundary of tolerably terse,” so long as it reflects a “reasoned judgmentf ].” Id. at 1065. In any event, one need not agonize over such concerns in this case, for the Board’s consideration of the benefits of the EPS/NCC transaction was sufficient, and its findings were supported by substantial evidence.
In their applications, the owners of EPS noted that the transaction would result in more efficient service to customers and would enable EPS to direct more resources to research and development. See e.g., Key-Corp Application at 36, reprinted in J.A. 51. This claim was further supported by additional information, submitted at the Board’s request, that discussed the enhanced services EPS hoped to develop and offer to an expanded market after the transaction. See Letter from Allen L. Raiken, Counsel to EPS, to James V. DiSalvo, Senior Banking Structure Analyst, Federal Reserve Bank of Philadelphia (Oct. 31, 1994) 14-20, reprinted in J.A. 383, 396-402. As this material and the Board’s Statement make clear, several public benefits were seen to flow from the transaction: the infusion of capital would help EPS fund research and development; and the transaction would also lead to economies in MAC’S operations, the effect of which (in combination with the expanded MAC network) would lead to improved development and marketing of innovative banking products. Thus, even though EPS planned to use at least part of the cash received from NCC to reduce debts and “for general working capital purposes,” KeyCorp Application at 50, reprinted in J.A. 65, and even though, as the Board acknowledged, some of the products EPS hoped to improve after the transaction were already available to some extent, the Board did not err in finding that the enhancement of EPS’s ability to develop and promote new products was a public benefit that outweighed the negligible adverse effects from the EPS/NCC transaction. In short, when the Board weighed something (the cited public benefits) against virtually nothing (the negligible adverse effects), it was clear that there was no good reason to reject the proposed transaction.
The majority relies on Chase Manhattan Corp., 60 Fed.Res.Bull. 142 (1974), to suggest that, because EPS might have pursued research and development of innovative banking products without approval of the NCC transaction, the Board erred in finding that some public benefit would be derived from the transaction. But the Board’s 20-year-old order in Chase Manhattan hardly seems apposite in light of the Board’s recent decision involving current ATM technology in Bank of New York Co., 80 Fed.Res.Bull. 1107 (1994), in which the Board approved the application of several large commercial banking organizations to form a joint venture provid*1146ing ATM services despite the resulting loss of an independent ATM network. The Board noted that the public benefits from the transaction would include just what EPS hopes to achieve here: reduction of costs due to increased transaction volume and economies of scale, improved service and convenience for customers, and more efficient introduction of additional products. See id. at 1110.
3. The Board’s Denial of MSI’s Hearing Request
Under the Board’s regulations, an evidentiary hearing is required only “if there are disputed issues of material fact that cannot be resolved in some other manner.” 12 C.F.R. § 225.23(g) (1994); see also Connecticut Bankers Ass’n, 627 F.2d at 251 (While a “‘petitioner need not make detailed factual allegations’_ a protest[er] does not become entitled to an evidentiary hearing merely on request, or on a bald or conclusory allegation that [a dispute of material fact] exists.” (quoting Independent Bankers Ass’n of Georgia v. Board of Governors, 516 F.2d 1206, 1220 n. 57 (D.C.Cir.1975))). In this case, there is no basis to disturb the Board’s determination that the record was amply developed and no dispute of material fact remained.
As this court has noted, the Board cannot be required to “investigate every potential adverse contingency which a contestant hypothesizes.” Id. at 254; see also Independent Bankers, 516 F.2d at 1220 (The court found that the Board “carries a heavy burden of justification” when denying a hearing, but noted that a hearing is not necessary when no material facts are disputed.). Although MSI couches its complaints as a dispute about the facts, I agree with the Board that MSI actually “disputes the weight accorded to, and the conclusions that may be drawn from, all the facts of record, and does not identify disputed issues of fact that are material to the Board’s decision.” Statement at 23-24, reprinted in J.A. 655-56. It is indisputably within the Board’s discretion to deny an evidentiary hearing in a case such as this.
The extraordinary nature of the remedy the court has granted to MSI is highlighted by Board counsel’s statement that, according to his recollection, since 1980, only two or three hearings regarding section 4(c)(8) issues have been conducted. Tr. of Oral Argument at 23. Even the decision upon which the majority relies, American Bancorporation, Inc. v. Board of Governors, 509 F.2d 29 (8th Cir.1974), does not call for the resolution which the majority affords here, because that case involved a transaction that “would move bank holding companies into an uncharted field” fraught with possibilities for conflict of interest. Id. at 38-39. As the court noted,
[w]e do not suggest by this opinion that any list of unanswered factual issues will unlock the door to a trial-type hearing. Congress ... intended to reduce the volume of formal hearings in a burgeoning field in an effort not to overtax the supervisory capabilities of the Board. Informal supervision has characterized regulation in the banking industry, and should be encouraged.
Id. at 39 (citation omitted). There is no case upon which the majority can rely that would compel the Board to grant MSI a hearing where both the Board and DOJ have considered and rejected the potential adverse effects of the transaction. The decision to grant a hearing under such circumstances is wholly within the Board’s discretion, and, in my judgment, the majority’s decision to overrule the Board will result in nothing more than a waste of the time and resources of the Board and the parties. Accordingly, I dissent.
. The original investors in EPS were Banc One Corporation (“Banc One”), CoreStates Financial Corporation ("CoreStates”), PNC Bank Corp., previously known as PNC Financial Corp. (“PNC”), and KeyCorp, formerly Society Corporation.
. EPS had a major presence in Delaware, Indiana, Kentucky, Maryland, Michigan, New Hampshire, New Jersey, New York, Ohio, Pennsylvania, Tennessee, Virginia, and West Virginia. See Application to the Board of Governors by KeyCorp at Exhibit K (June 17, 1994) (“KeyCorp Application”), reprinted in Joint Appendix ("J.A.”) 15, 82.
. The BHC Act prohibits bank holding companies from owning or controlling a non-bank company or engaging in activities other than banking or bank management. See 12 U.S.C. § 1843(a) (1994). Section 4(c)(8) provides an exception for activities that the Board finds are closely related to banking or bank management and that will be expected to produce benefits to the public sufficient to outweigh any adverse effects. See id. § 1843(c)(8).
. The Statement was adopted by five of the Board’s six participating members. One mem*1141ber dissented, stating that he believed that the transaction should be approved, but would have conditioned approval on certain changes in MAC’s operating rules. ,
. The Board’s definition of the relevant product markets as network access, network switching, and ATM processing services has not been contested.
. As of October 1994, while the EPS and NCC applications were pending, NCC was providing branded network access and services "only to its affiliated banks.” Letter from Barbara R. Lowrey, Associate Secretary of the Board, to A. Edward Gough, President, Money Station, Inc. 2 (Mar. 31, 1995) ("Denial of Reconsideration”), reprinted in J.A. 677, 678. Before that time, the Board found that NCC “engaged in some activities in the network services and ATM processing *1143product markets,” such as the provision of services to 50 Indiana credit unions. Id. However, the Board found the provision of such services "limited" and too insignificant to constitute competition with EPS’s regional network. Id. at 3, reprinted in J.A. 679.
. For example, in 1984, NCC acquired a bank holding company that provided ATM processing services for third parties; by 1989, NCC had sold off the processing business. Later, in 1992, NCC acquired an Indiana bank that operated an ATM network and provided ATM servicing to third parties. NCC could have chosen to pursue third-party ATM processing business by developing the acquired bank's customer base. Instead, NCC did not solicit new processing business after 1993, did not advertise the network, and allowed customers to leave. Although NCC and other Midwest financial institutions participated in an aborted attempt to form a new regional ATM network in the early 1990s, that effort ended in 1993, and NCC made no effort to expand its own ATM services thereafter. Thus, NCC's behavior is unlike that which would be expected of a potential competitor in the ATM services market. Cf. FTC v. Procter & Gamble Co., 386 U.S. 568, 580, 87 S.Ct. 1224, 1231, 18 L.Ed.2d 303 (1967) (Evidence supported the agency’s finding that Procter & Gamble was a potential competitor in the liquid bleach market because Procter & Gamble had recently issued a similar product, was vigorously diversifying its product lines, and had significant experience and resources devoted to the marketing of similar products.).
. It also appears that two other owners of EPS are MSI owners. See MSI Comment at 21, reprinted in J.A. 208 (As of September 1994, MSI’s owners included NCC, KeyCorp, and a corporation owned and controlled by PNC Financial Corp.).