EBA publishes final draft standards on material acquisitions and mergers under CRD

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 specify streamlined information requirements for notifications, define a common assessment methodology, and outline procedures for material transactions. The draft ITS establish clear processes and timelines to facilitate cooperation among supervisory authorities involved in such transactions.

Proportionality is a key feature, with exemptions for institutions from submitting information already held by authorities and simplified requirements 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. A simplified regime is also introduced for mergers and divisions involving smaller entities to reduce administrative burdens while maintaining financial stability.

The standards address cases where a single transaction triggers multiple notification requirements under the CRD, introducing harmonized terminology and common information requirements to streamline processes and improve clarity.

The final draft RTS are developed under 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 acquisitions, mergers, and divisions. The standards are complemented by ITS to promote cooperation among authorities, based on mandates under Articles 27c and 27k of the CRD. The development also considers Directive (EU) 2017/1132 (Company Law Directive) in relation to mergers and divisions.