The final report outlines the regulatory technical standards (RTS) and implementing technical standards (ITS) related to material acquisitions, transfers, mergers, and divisions in the banking sector. These standards aim to establish common procedures and assessment methodologies for these operations while adhering to the principle of proportionality. The goal is to simplify the notification and prudential…
This document is the final report of the European Banking Authority (EBA) published in 2026. It concerns draft regulatory technical standards (RTS) and implementing technical standards (ITS) related to material operations of financial institutions, notably material acquisitions, material transfers of assets or liabilities, mergers and divisions, pursuant to Article 27b(7) of Directive 2023/36/EU (CRD6). The scope covers credit institutions, financial holding companies (FHC), and mixed financial holding companies (MFHC) in the European Union, focusing on minimum information requirements, assessment methodology, and the notification and prudential assessment process. The report also includes a cost-benefit analysis and results of a public consultation. Only the first 36 pages are available for this summary (p. 1-36).
The report addresses the implementation of new supervisory tools introduced by the CRD6 Directive, aiming to harmonize the control of material operations of financial institutions in the EU: material acquisitions, material transfers of assets/liabilities, mergers and divisions (p. 3). These operations have a significant prudential impact and require notification and, for some, assessment by competent authorities. The EBA has developed regulatory technical standards (RTS) specifying:
- The minimum list of information to provide for each type of operation;
- A common methodology for assessing prudential and AML/CFT criteria;
- The notification and assessment process.
Concurrently, implementing technical standards (ITS) define procedures, forms, and common templates for consultation among involved competent authorities.
The report details specifics by operation type:
- Material acquisitions: 15% eligible capital threshold, notification at individual and consolidated level, with focus on governance, business model, financial forecasts, and AML/CFT compliance. Proportionality applied according to complexity and risk, with reliefs for intra-group operations or minority acquisitions.
- Material transfers: thresholds of 10% outside group, 15% intra-group, simplified notification without prudential assessment, with differentiated information requirements between transferor and transferee.
- Mergers: notification by the resulting entity, subject to assessment including business plan, integration plan, compliance with prudential requirements, and coordination with macroprudential authorities. Enhanced proportionality for small entities (assets ≤1 or ≤5 billion EUR) and intra-group mergers.
- Divisions: regime modeled on mergers, with increased flexibility due to rarity of these operations.
The report emphasizes coordination among authorities, notably via ITS, to ensure consistent supervision and avoid duplication. The procedure also provides an EBA mediation mechanism in case of disagreement between authorities.
Main recommendations are:
- Rapid adoption of RTS and ITS to standardize supervision of material operations;
- Rigorous application of proportionality principles to avoid excessive burdens;
- Strengthening cooperation between competent authorities and AML/CFT;
- Integration of corporate law documents to avoid redundancies.
The report will be submitted to the European Commission for approval, then to the European Parliament and Council before official publication (p. 3-6).
The CRD6 Directive introduces new supervisory tools for material operations of financial institutions to reduce national fragmentation and ensure harmonized oversight in the EU (p. 7). These operations, which may affect financial soundness and regulatory compliance, require a clear framework for notification, assessment, and cooperation among competent authorities.
The EBA is mandated to develop regulatory technical standards (RTS) specifying minimum information to provide, assessment methodology, and applicable processes for material acquisitions, transfers, mergers, and divisions. Furthermore, it must develop implementing technical standards (ITS) to standardize consultation procedures among authorities.
Objectives are:
- Ensure uniform application of rules in the EU;
- Guarantee prudent and proportionate assessment of material operations;
- Facilitate cooperation among competent authorities, including AML/CFT matters;
- Avoid redundancies and unnecessary administrative burdens.
Limitations notably concern the rarity of division operations, justifying a flexible approach, and the need to adapt requirements according to operation complexity and risk (p. 7-15).
1. General regime and materiality thresholds:
- Material acquisition: threshold set at 15% of the acquirer's eligible capital, calculated as the higher of purchase price and book value, with aggregation of acquisitions over 12 months to prevent fragmentation (p. 7-8, 22).
- Material transfer of assets/liabilities: thresholds of 10% outside group, 15% intra-group, notification without prudential assessment (p. 8, 11).
- Merger and division: mandatory notification, with prudential assessment except for discretionary intra-group mergers or creation of new entities requiring authorization (p. 8).
2. Information requirements:
- Harmonized minimum information for all operations, including identification of parties, description of the operation, 3-year business plan, financial forecasts, prudential impacts, governance, AML/CFT risks (p. 3-6, 22-31).
- Reliefs for intra-group operations, minority acquisitions, small entities (assets ≤1 or ≤5 billion EUR), and low-impact mergers (purchase/capital ratio <15%) (p. 4, 11-12, 29).
- Possibility to exempt information already held by the competent authority (p. 4, 29).
3. Assessment methodology:
- Focus on ongoing compliance with prudential and AML/CFT requirements post-operation (p. 3-5, 20).
- Prospective analysis of business model, governance, financial, operational, ML/TF, ESG risks (p. 27-28).
- Consideration of Pillar 2 requirements, systemic importance, badwill, integration costs (p. 11, 32).
- Coordination with macroprudential authorities for systemic importance reassessment (p. 11, 31).
4. Notification and assessment process:
- Electronic submission of notifications with acknowledgment within 10 working days (p. 30).
- Encouragement of pre-contacts to clarify requirements, notably for divisions (p. 12, 36).
- Coordination of parallel procedures, notably for acquisitions of qualifying holdings (p. 21).
- Joint decision-making mechanism among competent authorities and recourse to EBA mediation in case of disagreement (p. 5-6, 14).
5. Implementing technical standards (ITS):
- Definition of procedures, forms, and templates for consultation among competent authorities during acquisitions, mergers, and divisions (p. 5-6, 13-15).
- Three scenarios depending on thresholds reached and entities involved, with information exchanges and coordination of assessment timelines (p. 13-15).
6. Proportionality and simplification:
- Cross-cutting application of proportionality principle to adapt information and assessment level to complexity, size, and risk (p. 4, 9-12).
- Specific reliefs for intra-group operations, small entities, minority acquisitions, low-impact mergers (p. 4, 11-12, 29).
- Use of corporate law documents to avoid duplication (p. 4, 20).
7. AML/CFT coordination:
- Integration of AML/CFT supervisors’ opinions in prudential assessment, considering ML/TF risks and mitigation measures (p. 7, 30).
- Obligation to provide information on sanctions, investigations, or past convictions related to ML/TF (p. 23).
8. Flexibility for divisions:
- Adaptable approach due to rarity of operations, with possibility to adjust information requirements depending on nature of entities involved (p. 12-13, 36).
These themes structure the regulatory framework aiming to ensure prudent, harmonized, and proportionate supervision of material operations in the European banking sector.
Findings:
- The CRD6 Directive establishes a harmonized framework for material operations of financial institutions, with precise thresholds (15% for acquisitions, 10-15% for transfers) triggering notification and/or assessment (p. 7-8).
- The EBA has developed RTS and ITS detailing information requirements, assessment methodologies, and consultation processes among authorities (p. 3-6).
- The principle of proportionality is central, with reliefs for intra-group operations, small entities, and minority acquisitions (p. 4, 9-12).
Assumptions:
- Uniform application of RTS and ITS will reduce national regulatory fragmentation and improve supervision quality (p. 7).
- Enhanced coordination between competent authorities and AML/CFT will enable better management of ML/TF risks related to material operations (p. 7, 30).
Interpretations:
- The flexibility granted, notably for divisions, reflects the EBA’s recognition of operation diversity and the need to adapt requirements (p. 12-13).
- Integration of corporate law documents in notification aims to reduce administrative burdens while ensuring completeness of information (p. 20).
Uncertainties:
- The concrete impact of new standards on the frequency and nature of material operations remains to be observed.
- The capacity of competent authorities to effectively manage joint processes and EBA mediation in case of disagreement requires post-implementation monitoring (p. 14).
- Adapting requirements in case of public offers or hostile acquisitions may pose practical challenges (p. 29).
The EBA concludes that implementation of RTS and ITS is essential to ensure prudent, harmonized, and proportionate supervision of material operations in the European Union (p. 6).
Main recommendations are:
- Rapid adoption of technical standards by the European Commission, followed by review by the Parliament and Council, for official publication and entry into force (p. 6).
- Rigorous application of the proportionality principle to adapt requirements to operation complexity and risk, thus avoiding excessive burdens for actors and authorities (p. 4, 9-12).
- Strengthening cooperation and consultation among competent authorities, notably via ITS, to ensure comprehensive and coherent assessment, including AML/CFT aspects (p. 5-6, 13-15).
- Encouragement of pre-contacts between stakeholders and authorities to clarify requirements, particularly for complex or infrequent operations such as divisions (p. 12, 36).
- Integration of documents prepared under corporate law to avoid duplication of information and facilitate procedures (p. 20).
- Establishment of an EBA mediation mechanism in case of disagreement between competent authorities to guarantee effective dispute resolution (p. 14).
These measures aim to ensure financial soundness and regulatory compliance of financial institutions during operations with material impact, while facilitating their execution within a secure prudential framework.
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