This consultation paper aims to gather feedback on the proposed regulatory technical standards (RTS) and implementing technical standards (ITS) regarding prudentially relevant operations of financial institutions. The new standards introduced by the CRD6 directive cover acquisitions, transfers of assets and liabilities, as well as mergers and divisions. The EBA invites stakeholders to submit their comments by March…
The document is a Consultation Paper published by the European Banking Authority (EBA) in December 2025, referenced EBA/CP/2025/25. It concerns draft Regulatory Technical Standards (RTS) and Implementing Technical Standards (ITS) regarding prudentially significant operations under Article 27b(7) of Directive 2023/36/EU (CRD6). The scope covers acquisitions of significant holdings, material transfers of assets and liabilities, as well as mergers and divisions involving credit institutions, financial holding companies (FHC), or mixed financial holding companies (MFHC). The document includes 81 pages, with approximately the first 33 pages provided here, and addresses information requirements, common assessment methodologies, notification and prudential assessment processes, as well as consultation procedures between competent authorities. The period covered is contemporary to the publication, with a regulatory deadline set for 10 July 2026 for submission of the RTS to the European Commission.
The subject of the document is the definition of Regulatory Technical Standards (RTS) and Implementing Technical Standards (ITS) to frame prudentially significant operations carried out by financial institutions under CRD6, notably acquisitions of significant holdings, material transfers of assets/liabilities, mergers, and divisions (p. 4-7). This framework is essential to harmonize prudential supervision within the European Union, reduce national fragmentation, and ensure financial stability.
Key findings are:
- The introduction of material thresholds (15% of eligible capital for acquisitions, 10-15% for transfers) triggers notification obligations and, where applicable, prudential assessment (p. 8-9).
- The RTS specify minimum lists of information to be provided, common assessment methodologies, and notification processes, integrating the principle of proportionality to adapt requirements according to the complexity and risk of operations (p. 4-6, 10-13).
- The ITS define procedures, forms, and templates for consultation between competent authorities, notably in cases of acquisitions involving multiple supervisors or mergers/divisions with multiple entities (p. 6-7, 14-16).
- Particular attention is given to coordination between prudential and AML/CFT authorities, considering money laundering and terrorist financing risks (p. 8-9, 20-21).
Conclusions indicate that these technical standards will enable a harmonized and effective application of the new supervisory tools introduced by CRD6, facilitating risk management related to significant operations and strengthening transparency and cooperation between authorities (p. 7, 16).
Recommendations are to submit the draft RTS and ITS to the European Commission for approval before the deadline of 10 July 2026, taking into account feedback from the public consultation and ensuring consistency with other existing EBA standards (p. 7, 16).
The document responds to the mandate given to the EBA by Article 27b(7) of the CRD6 Directive, which introduces three new supervisory tools for material operations of financial institutions: acquisitions of significant holdings, material transfers of assets/liabilities, mergers, and divisions (p. 8-9). These tools aim to standardize prudential supervision in the EU by setting material thresholds triggering notification and assessment obligations.
The objective is to define Regulatory Technical Standards (RTS) specifying:
- the minimum list of information to be provided for these operations;
- a common methodology for assessing prudential criteria;
- notification and assessment processes.
Simultaneously, Implementing Technical Standards (ITS) are developed to harmonize consultation procedures between competent authorities involved in these operations (p. 8-9, 14-16).
The document takes into account the specificities of intra-group operations, small non-complex institutions, and integrates the principle of proportionality to avoid excessive burdens. It also relies on Directive 2017/1132 related to company law for mergers and divisions (p. 9-10, 22).
Limitations concern partial coverage of practices on divisions, still infrequent, and the need to adapt requirements to specific cases, notably in public offers or hostile acquisitions (p. 6, 19-20).
1. Material thresholds and scope:
- Acquisition of material holdings: threshold set at 15% of the acquirer's eligible capital, calculated at individual and consolidated level, including indirect acquisitions by non-institution subsidiaries (p. 8-9, 23).
- Material transfers of assets/liabilities: thresholds of 10% outside the group, 15% intra-group, triggering notification without assessment (p. 8-9, 22-23).
- Mergers and divisions: mandatory notification, prudent assessment except exceptions (creation of new entity requiring authorization) (p. 8-9, 25-26).
2. Information requirements:
- Detailed minimum list of information for each operation type, including identification, group structure, financial statements, business and integration plans, internal governance, financing, and AML/CFT risks (p. 19-31).
- Proportionality: reduction of information for intra-group operations, small institutions (<1 billion EUR assets), non-complex combinations, or impact below 15% of eligible capital (p. 5-6, 12-13, 31-32).
- Exemptions for information already held by the competent authority, with validity declaration (p. 31).
3. Assessment methodology:
- Focus on ongoing compliance with prudential and AML/CFT requirements, forward-looking analysis of impacts on business model, governance, prudential ratios, and operational integration (p. 5-6, 20-21).
- Consideration of Pillar 2 requirements, importance of risk-capital consistency, and coordination with macroprudential authorities to assess systemic importance post-operation (p. 12-13, 24).
- Management of badwill with mitigation measures if significant impact on own funds (p. 13).
4. Notification and assessment process:
- Electronic submission of notifications with acknowledgment within 10 working days, possibility of incomplete notification in certain cases (public offers, hostile) (p. 11, 19-20, 31).
- Encouragement of pre-contacts with authorities to facilitate assessment (p. 6, 37).
- Coordination between competent authorities, notably between consolidating and individual supervisors, with joint decision procedure and EBA mediation in case of disagreement (p. 6-7, 15-16).
5. Consultation between competent authorities:
- ITS merged for acquisitions, mergers, and divisions, establishing common procedures, forms, and templates (p. 6-7, 14-16).
- Mandatory consultation with authorities supervising other involved financial entities, and with AML/CFT supervisors (p. 8-9, 14-15).
- Coordination of assessment schedules to avoid overlaps and ensure efficiency (p. 15).
6. Integration of company law:
- For mergers and divisions, use of documents prepared under Directive 2017/1132 to avoid redundancy (p. 21-22).
- Harmonized terminology between mergers and divisions for regulatory consistency (p. 22).
7. AML/CFT risks:
- Notification must include information on ML/TF risks and internal measures to mitigate them (p. 20-21).
- Negative opinion from AML/CFT authority considered in prudential assessment (p. 21).
8. Proportionality and simplification:
- Adaptation of requirements according to nature and complexity of operations, with reliefs for intra-group, small institutions, and low-impact operations (p. 5-6, 12-13, 31-32).
- Possibility of partial information submission under constraints, subject to authority acceptance (p. 31).
These themes illustrate the EBA's intent to balance prudential rigor, administrative efficiency, and adaptation to operational realities.
Established facts:
- CRD6 introduces new supervisory tools for material operations of financial institutions, with clear thresholds triggering notification and assessment (p. 8-9).
- The EBA has developed RTS and ITS detailing information requirements, assessment methodologies, and consultation processes, integrating proportionality and coordination between authorities (p. 4-7, 14-16).
- Notifications must contain comprehensive information on the acquirer, target, financial terms, business and integration plans, as well as AML/CFT risks (p. 19-31).
Assumptions:
- Proportionality allows reducing administrative burdens without compromising supervision quality (p. 5-6, 12-13).
- Coordination between competent authorities and consultation with AML/CFT supervisors strengthen risk detection and management (p. 14-16, 20-21).
Interpretations:
- Integration of prudential and AML/CFT requirements in notifications and assessments is essential to prevent systemic and reputational risks related to material operations (p. 8-9, 20-21).
- Consideration of company law documents for mergers and divisions facilitates procedures and avoids redundancies (p. 21-22).
Uncertainties:
- The rarity of division operations limits practical experience and may require future adjustments (p. 6, 37).
- The effectiveness of coordination and mediation mechanisms between authorities will depend on their operational implementation (p. 16).
These results show that the proposed framework is robust and appropriate but will need monitoring to assess its effective application.
The EBA concludes that the draft RTS and ITS developed meet the requirements set by CRD6 to frame prudentially significant operations, ensuring European harmonization, proportionate application, and effective cooperation between competent authorities (p. 7, 16).
The main recommendations are:
- Submit these drafts to the European Commission for approval before the deadline of 10 July 2026 (p. 7).
- Maintain integration of proportionality principles and avoidance of information duplication to limit administrative burdens (p. 5-6, 31).
- Encourage pre-contacts between entities submitting notifications and authorities to facilitate the assessment process (p. 6, 37).
- Ensure coordination between prudential, AML/CFT, and macroprudential authorities for comprehensive risk assessment (p. 12-13, 20-21, 24).
- Provide flexibility margins for infrequent operations such as divisions, with adaptation of required information (p. 6, 37).
No specific action measures or additional deadlines are detailed beyond the regulatory deadlines for RTS and ITS submission.
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