The EBA publishes its final draft technical standards on material acquisitions, material transfers, mergers and divisions under the Capital Requirements Directive

The European Banking Authority (EBA) today published its final draft Regulatory Technical Standards (RTS) and Implementing Technical Standards (ITSs) 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 the procedures for material transactions. The draft ITS complement this framework by establishing clear processes and timelines to facilitate effective cooperation among supervisory authorities involved in material acquisitions, mergers or divisions. 

Proportionality is a core feature of the framework. The RTS avoid duplication by exempting institutions from submitting information already held by the competent authorities and, by leveraging documentation prepared under the Company Law Directive. Information requirements and assessment are further simplified for intra-group material transactions. 

To enhance efficiency, competent authorities will be required to inform applicants without undue delay whether they will exercise discretion not to assess certain intra-group material acquisitions or mergers, where permitted under the CRD. In addition, a simplified regime is introduced for mergers and divisions involving smaller entities, reducing administrative burdens while safeguarding financial stability.

The standards also address cases where a single transaction triggers multiple notification requirements under the CRD, introducing harmonised terminology, and common information requirements to streamline processes, improve clarity and supplement Level 1 provisions.

Legal basis

The final draft RTS have been developed in accordance with Article 27b of Directive 2013/36/EU, as amended by Directive (EU) 2024/1619, which mandates the EBA to further specify: (a) the list of minimum information to be provided for material acquisitions, material transfers of assets and liabilities, mergers and divisions, (b) a common assessment methodology of the criteria set out for the supervisory scrutiny of material acquisitions, mergers and divisions, and (c) the process applicable to notification and the prudential assessment required for material acquisitions, mergers and divisions. 

This mandate is complemented by two mandates for ITS to foster cooperation where multiple authorities are involved in material acquisitions (under Article 27c CRD), mergers or divisions (under Article 27k CRD). Given their similarity, these mandates have been combined into a single set of ITS and presented alongside the RTS.

Directive (EU) 2017/1132 (Company Law Directive) has also been considered for the development of the drafts RTS and ITS in relation to mergers and divisions, in accordance with Articles 27b(7) and 27k(3) CRD.