The European Banking Authority has published final draft regulatory and implementing standards on material acquisitions, transfers, mergers, and divisions involving credit institutions under the Capital Requirements Directive to support EU market integration.
The European Banking Authority (EBA) has published its final draft Regulatory Technical Standards (RTS) and Implementing Technical Standards (ITS) on material acquisitions, transfers of assets or liabilities, mergers, and divisions involving credit institutions or (mixed) financial holding companies under the Capital Requirements Directive (CRD).
The standards aim to support banking consolidation and deepen EU market integration by clarifying supervisory expectations, reducing regulatory uncertainty, and promoting a consistent prudential assessment framework across the European Union.
The draft RTS set out streamlined information requirements for notifications, define a common assessment methodology, and specify procedures for material transactions. The draft ITS complement this framework by establishing clear processes and timelines to facilitate cooperation among supervisory authorities involved in material acquisitions, mergers, or divisions.
Proportionality is a core feature of the framework. The RTS exempt institutions from submitting information already held by authorities and leverage documentation prepared under the Company Law Directive. Information requirements and assessments are simplified for intra-group transactions.
Authorities will be required to inform applicants promptly whether they will exercise discretion not to assess certain intra-group transactions, where permitted under the CRD. A simplified regime is also introduced for mergers and divisions involving smaller entities, reducing administrative burdens while maintaining financial stability.
The standards address cases where a single transaction triggers multiple notification requirements, introducing harmonized terminology and common information requirements to streamline processes, improve clarity, and supplement Level 1 provisions.
The final draft RTS are developed in accordance with Article 27b of Directive 2013/36/EU, as amended by Directive (EU) 2024/1619, which mandates the EBA to specify minimum information, assessment methodology, and notification procedures for material transactions. The standards also include mandates for ITS to foster cooperation among authorities involved in such transactions, combined into a single set of standards.
Directive (EU) 2017/1132 (Company Law Directive) has been considered for mergers and divisions in line with Articles 27b(7) and 27k(3) CRD.
More information is available on the official EBA website.
