EU - New approval requirements for corporate transactions by institutions and financial holding companies

In the early summer of this year, the EU legislator adopted a new legislative package to strengthen banking regulation, which was published in the EU Official Journal on June 19, 2024. It includes a regulation¹ amending the Capital Requirements Directive (CRR)² and a directive³ amending the Capital Requirements Directive (CRD)⁴. This legislative package is also referred to as CRR III / CRD VI or the "EU banking package". In addition to numerous other changes, the revised Capital Requirements Directive introduces new notification and approval requirements for corporate transactions by institutions, financial holding companies and mixed financial holding companies. The new provisions of CRD VI must be transposed into national law by the EU Member States by January 10, 2026. Against this backdrop, it is worth taking a closer look at the new notification and approval requirements in comparison to the current legal situation.

Current legal situation regarding ownership control

According to the current legal situation under Article 22 of Directive 2013/36/EU (CRD), the acquisition of a "qualifying holding" in a credit institution requires prior notification and prior regulatory approval. A "qualifying holding" is defined as a holding that comprises at least 10% of the capital or voting rights of the credit institution concerned or that otherwise enables significant influence to be exercised over the management of this target company.⁵ Within the euro zone, in case of a deposit-taking credit institutions, the competent authority for approving the acquisition of a qualifying holding is the European Central Bank (ECB)⁶, whose decision is prepared by the national supervisory authority⁷, while in the case of other credit institutions, the national supervisory authority decides alone on such approval.

Under the current legal situation, acquisitions of shareholdings by credit institutions or by financial holding companies as well as mergers, divisions and asset deal transactions by the aforementioned companies are not subject to a formal regulatory approval procedure. This will change under the new regime introduced by CRD VI.

Overview of new regulations in CRD VI

The EU banking package now introduces the following new notification and approval requirements to the Capital Requirements Directive (CRD) under the existing Title III ("Requirements for access to the activity of credit institutions"):

• Firstly, a new Chapter 3 ("Acquisition or divestiture of a material holding") is inserted with the new Articles 27a to 27e CRD which provide for a notification and approval requirement for the acquisition and a notification requirement for the disposal of material holdings by institutions (i.e. credit institutions and certain large investment firms⁸), financial holding companies⁹ and mixed financial holding companies¹⁰.
• This is followed by a new Chapter 4 ("Material transfer of assets and liabilities") with the new Articles 27f and 27g CRD, which introduce a notification obligation for material transfers of assets and liabilities by way of asset deals for the same group of addressees; an approval obligation is not provided for in this respect.
• This is supplemented by a new Chapter 5 ("Mergers and divisions") with the new Articles 27h to 27l CRD, which regulate the notification and approval requirements for mergers and divisions of institutions, financial holding companies and mixed financial holding companies.
• Furthermore, the existing Articles 22 and 23 CRD in Chapter 2 ("Qualifying holding in a credit institution") on the approval requirement for the acquisition of qualifying holdings in credit institutions are supplemented and modified in some points in order to ensure consistency with the new provisions in Chapters 3 and 5.

CRD VI makes no statement on the extent to which the ECB or the national supervisory authorities should be responsible for approving the acquisition of shareholdings by institutions, financial holding companies and mixed financial holding companies as well as mergers and divisions of these companies within the eurozone. This issue will presumably be regulated separately by an amendment to the SSM Regulation.

Acquisition or divestiture of a material holding

The notification and approval requirement for the acquisition and the notification requirement for the disposal of material holdings by institutions, financial holding companies and mixed financial holding companies are regulated in the new Articles 27a to 27e CRD. The key points are as follows:

1. Scope of application: Material holdings

The new notification and approval requirements cover both direct and indirect acquisitions of material holdings (Art. 27a (1) sentence 1 CRD) and disposals (Art. 27d sentence 1 CRD). Holdings are defined as "material" if they are equal to 15% or more of the eligible own funds of the proposed acquirer (Art. 27a (2) CRD). Neither the text nor the recitals of the directive contain further details on how the aforementioned threshold is to be calculated in concrete terms. However, Art. 27a (2) CRD appears to be based on Art. 89 CRR which deals with the increased risk weighting of qualifying holdings outside the financial sector which exceed 15% of the institution's eligible capital. It is widely accepted in the regulatory practice that the calculation of the aforementioned threshold for the purpose of Art. 89 CRR is based on the book value of the respective equity holding. Therefore, the same methodology (i.e. calculation based on book value) applies for the purposes of Art. 27a (2) CRD.

The term "eligible own funds" is defined by Art. 3 (1) No. 47a CRD with reference to the identical term in Art. 4 (1) No. 71 CRR. Accordingly, this means the Tier 1 capital of the credit institution as defined in Article 25 CRR plus the Tier 2 capital as defined in Article 71 CRR, whereby the Tier 2 capital is only to be taken into account up to a maximum of one third of the Tier 1 capital.

2. Calculation on individual or consolidated basis - competent supervisory authority

If the proposed acquirer is an institution, the threshold of 15% of eligible own funds as specified in Art. 27a (2) CRD applies both on an individual basis of the acquirer and on the basis of the consolidated situation of the acquirer's group (Art. 27a (3) sentence 1 CRD) with the following consequences for determining the competent supervisory authority:

• If the threshold is only exceeded on an individual basis, the acquisition must be notified to the competent supervisory authority in the Member State in which the acquiring institution has its registered office and this authority decides whether to approve the acquisition (Art. 27a (3) sentence 2 CRD).
• If this threshold is exceeded also on the basis of the consolidated situation of the group, the acquisition of the shareholding must be notified to the consolidating supervisory authority and the latter is responsible for the decision on approval (Art. 27a (3) sentence 3 CRD).

If the interested acquirer is a financial holding company or a mixed financial holding company, the above-mentioned threshold is assessed on the basis of the consolidated situation of the group of companies and the consolidating supervisory authority is the competent authority for the purposes of notification and approval of the acquisition (Article 27a (4) CRD).

3. Procedure for notification and approval of the acquisition of material holdings

The procedures and deadlines for the notification of the acquisition of material holdings by institutions, financial holding companies and mixed financial holding companies largely follow the familiar pattern of ownership control for the acquisition of qualifying holdings in credit institutions:

• The notification must be made by the interested acquirer if it "intends" to acquire a significant shareholding (Art. 27a (1) sentence 1 CRD ). In line with the current practice for regulatory ownership control of the acquisition of qualifying holdings in credit institutions, the acquisition of shareholdings by institutions, financial holding companies and mixed financial holding companies will therefore have to be notified to the competent supervisory authority at the latest immediately before the relevant share purchase agreement is signed.
• The supervisory authority has 60 working days for its review starting from the date of the authority's written acknowledgement of receipt of the notification and from the receipt of all documents, (Art. 27a (6) subparagraph 1 CRD). If necessary, the supervisory authority may request additional information during the assessment period but must do so no later than on the 50th working day of the assessment period (Art. 27a (9) CRD). In this case, the assessment period is suspended from the date of the request for additional information until receipt of the response from the proposed acquirer with all requested information, whereby this suspension may not exceed 20 working days (Art. 27a (10) CRD). The supervisory authority may extend the suspension of the assessment period to a maximum of 30 working days if the company to be acquired is located in a third country outside the EU or is subject to the regulatory framework of a third country or if the assessment of the acquisition of an investment requires an exchange of information with the authorities responsible for the supervision of the proposed acquirer with regard to money laundering and terrorist financing in accordance with Directive (EU) 2015/849 (Art. 27a (11) CRD).

If the acquisition of a material holding by an institution, financial holding company or mixed financial holding company also constitutes the acquisition of a qualifying holding in a credit institution, both approval procedures must be completed (Art. 27a (6) subpara. 2 sentence 1 CRD). In this case, the deadline for the decision on the regulatory approval in both procedures only ends with the expiry of the later of the two assessment periods (Art. 27a (6) subpara. 2 sentence 2 CRD).

If the supervisory authority intends to prohibit the acquisition, it must notify the interested acquirer in writing within two working days of completing the assessment and before the end of the assessment period, stating the reasons (Art. 27a (13) CRD). If the competent supervisory authority does not raise a written objection to the intended acquisition within the assessment period, the acquisition of the material holding is deemed to have been approved (Art. 27a para. 14 CRD). The competent supervisory authority may set a deadline for the completion of the intended acquisition and extend this deadline if necessary (Art. 27a (15) CRD).

4. Assessment criteria

The competent supervisory authority assesses the planned acquisition of the material holding on the basis of the following two criteria:

• whether the acquirer will be able to comply with the prudential requirements of the CRD, the CRR and, where applicable, other Union acts (Art. 27b (1) (a) CRD);
• whether there are reasonable grounds to suspect that, in connection with the proposed acquisition, money laundering or terrorist financing within the meaning of Article 1 of Directive (EU) 2015/849 is being or has been committed or attempted, or that the proposed acquisition could increase the risk thereof(Art. 27b (1) lit. b) CRD).

The competent authority may oppose the proposed acquisition only if there are reasonable grounds for doing so on the basis of the above two criteria or if the information submitted by the interested acquirer is incomplete despite a subsequent request by the supervisory authority to provide missing information (Art. 27b (3) subparagraph 1 CRD).

As part of its review, the supervisory authority has to consult the authority responsible for the supervision of the acquirer for the prevention of money laundering and terrorist financing (Art. 27b (2) CRD) and take into account any negative opinion of this authority (Art. 27b (3) subpara. 2 CRD).

Art. 27b (7) CRD authorizes the European Banking Authority (EBA) to prepare draft regulatory technical standards regarding (i) the information that an interested acquirer must submit to the competent authority and (ii) a common methodology for assessing the above two criteria. The regulatory technical standards are subsequently adopted by the EU Commission.

In case that the intended acquisition of a material holding takes place between companies that belong either to the same group which meets the conditions set out in Article 113 (6) CRR or to the same institutional protection scheme which meets the conditions set out in Article 113 (7) CRR, the competent supervisory authority is not obliged to carry out the assessment of the acquisition of a participation in accordance with the above assessment criteria (Art. 27a (7) CRD). In this respect, it is not quite clear whether the application of this privilege is mandatory or merely at the discretion of the supervisory authority. A comparison with the similarly structured provisions in Art. 27i (2) and (3) CRD for mergers and divisions (see below) suggests that it is likely at the discretion of the competent authority whether or not to enter into a substantive examination of the above-mentioned acquisitions.

5. Notification obligation for sale of shareholding

Art. 27d CRD provides for a notification obligation for institutions, financial holding companies and mixed financial holding companies, according to which they must notify the competent authorities of any intention to dispose, directly or indirectly, of a material holding. This notification must be made in writing prior to the disposal and must specify the size of the holding in question.

6. Further regulations

In the event that the entity in which the participation is to be acquired is a credit institution, an insurance or reinsurance undertaking, an investment firm or an asset management company that is authorized in another Member State or is operating in an economic sector other than that of the proposed acquirer, Art. 27c (1) CRD contains provisions for cooperation between the supervisory authorities responsible for the acquirer and the target entity. The same applies pursuant to Art. 27c (3) CRD in the event that the assessment of the acquisition is carried out by the consolidating supervisory authority and this is not the same as the authority responsible for the supervision of the acquirer on an individual basis.

Finally, Art. 27e sentence 1 CRD instructs the Member States to provide for sanctions in the form of "appropriate measures" in the event of non-notification of the acquisition of a material holding or its implementation despite a prohibition order by the competent supervisory authority. In the event that a significant shareholding is acquired despite an objection by the competent authority, the member states should, without prejudice to other sanctions, provide for the exercise of voting rights arising from the shareholding to be suspended or for votes cast to be declared null and void (Art. 27e sentence 2 CRD).

Mergers and divisions

Art. 27h to 27l CRD introduce new obligations regarding the notification and approval of mergers and divisions of institutions, financial holding companies and mixed financial holding companies:

1. Scope of application: Variants of mergers and divisions covered

Art. 27h sentence 3 CRD defines the different variants of mergers and divisions of institutions, financial holding companies and mixed financial holding companies to which the new notification and approval requirements are to apply. The terminology chosen to describe the structuring variants largely mirrors the wording of the EU Mobility Directive¹¹ on cross-border mergers and divisions, which can now be found in Art. 119 and Art. 160 of the Company Law Directive as amended by the Mobility Directive¹². However, unlike the EU Mobility Directive, Art. 27h CRD also covers purely national mergers and divisions.

The variants of mergers covered by Art. 27h CRD comprise mergers of one or more companies into an existing company or into a newly created company, either intra-group or among unaffiliated companies.

Furthermore, Art. 27h CRD covers the following variants of divisions:

• divisions whereby a company transfers all of its assets and liabilities to two or more existing or newly created companies against issuance of shares to the shareholders of the transferring company,
• divisions whereby a company transfers part of its assets or liabilities to one or more existing or newly created companies against issuance of shares to the shareholders of the transferring company, and
• divisions whereby a company transfers part of its assets or liabilities to one or more existing or newly created companies against issuance of shares to the transferring company.

The new notification and approval requirements do not apply to mergers and divisions that result from the application of the Bank Recovery and Resolution Directive (BRRD)¹³ (Art. 27h sentence 2 CRD).

2. Procedure for notification and approval of the merger or division

The procedure for the notification and approval of such mergers and divisions is largely similar as the one for acquisition of material holdings:

• The institutions, financial holding companies and mixed financial holding companies involved in the merger or division must notify the relevant conversion measure to the competent authorities after the adoption of the merger or division plan and before the planned transaction is completed (Art. 27i (1) subparagraph 1 CRD). Assuming that in most cases the merger or division plan will have to be adopted by the shareholder meetings of the companies involved in the merger or division, the notification of the planned merger or division must be made after the competent shareholders' meetings have approved the merger plan or the division plan, but before the merger or division has become effective through registration in the commercial registers of the companies involved in the operation.
• The entities in the merger or division involved must submit the reasoned opinion of the supervisory authority to the national authorities responsible for examining the merger or division from a corporate law perspective (Art. 27i (8) sentence 2 CRD). More specifically, with regard to cross-border mergers and divisions within the EU, section 14 of the preamble to the CRD VI notes that the reasoned opinion of the competent supervisory authorities should be transmitted to the respective national authority responsible for issuing the pre-merger or pre-division certificate in accordance with the Company Directive so that this opinion can be taken into account when assessing whether all procedures and formalities required for the issuance of the certificate for the cross-border merger or division have been properly completed. It can be assumed that the same process will apply in the future to purely domestic mergers and divisions, meaning that the national authorities competent for the corporate law review of such transactions will in future require the companies involved to submit the supervisory approval of the merger or demerger as a prerequisite for the entry of the merger or demerger in the commercial register.

In the case of a merger, the competent authority for the notification and approval is the supervisory authority responsible for the supervision of the company resulting from the merger (Art. 27i subparagraph 1 CRD ), while in the case of a division the responsibility lies with the supervisory authority responsible for the supervision of the company being divided (Art. 27i subparagraph 2 CRD).

With regard to the deadlines for the supervisory review of the conversion measure, Art. 27i CRD contains an identical deadline regime as provided for in Art. 27b CRD for the acquisition of material holdings (see above). However, these deadlines are apparently only intended to apply to intra-group mergers and divisions, whereas the text of the directive does not provide for any deadlines for the review and approval mergers and divisions involving unaffiliated companies. It is to be hoped that the national legislators of the EU Member States will disregard this apparent differentiation when implementing the Directive and provide for the same review and approval periods for mergers and divisions involving unaffiliated companies.

3. Assessment criteria

The purpose of the substantive examination of the proposed conversion by the competent supervisory authority is to ensure the soundness of the prudential profile of the companies involved after the completion of the planned merger or division and, in particular, to manage the risks to which the institutions, and financial holding companies and mixed financial holding companies involved in the operation may be exposed in the course of the proposed operation and the risks to which the company resulting from the proposed operation may be exposed (Art. 27j (1) sentence 1 CRD).

To this end, the supervisory authority examines the planned merger or demerger on the basis of the following criteria:

• the reputation of the institutions, and financial holding companies and mixed financial holding companies involved in the proposed operation (Art. 27j (1) sentence 1 lit. a) CRD);
• the financial soundness of the institutions, and financial holding companies and mixed financial holding companies involved in the proposed operation, in particular in relation to the type of business pursued and envisaged for the entity resulting from the proposed operation(Art. 27j (1) sentence 1 lit. b) CRD);
• whether the entity resulting from the proposed operation will be able to comply and continue to comply with the prudential requirements laid down in the CRD and the CRR, and where applicable, other Union legal acts, in particular Directives 2002/87/EC and 2009/110/EC(Art. 27j (1) sentence 1 lit. c) CRD);
• whether the implementation plan of the proposed operation is realistic and sound from a prudential perspective (Art. 27j (1) sentence 1 lit. d) CRD ); the implementation of this plan will be monitored by the supervisory authority until the proposed operation is completed (Art. 27j (1) sentence 2 CRD);
• whether there are reasonable grounds to suspect that, in connection with the proposed operation, money laundering or terrorist financing within the meaning of Article 1 of Directive (EU) 2015/849 is being or has been committed or attempted, or that the proposed operation could increase the risk thereof (Art. 27j (1) sentence 1 lit. e) CRD).

In doing so, the supervisory authority has to consult the supervisory authority responsible for the prevention of money laundering and terrorist financing (Art. 27j (2) CRD) and shall take into account any negative opinion of this authority with regard to the latter assessment criterion (Art. 27j (3) subpara. 2 CRD).

There are two special cases where no substantive review pursuant to the above criteria is required pursuant to Art. 27j CRD:

• Firstly, where the proposed operation is a merger that only involves institutions, financial holding companies or mixed financial holding companies from the same group, including a group of credit institutions that are permanently affiliated to a central body and which is supervised as a group, the competent authority is not required to carry out such substantive review (Art. 27i (2) CRD) meaning that it is at the discretion of the authority whether or not it carries out such assessment. In this respect, it appears that this privilege applies only to mergers, but not to divisions.
• Secondly, the substantive review must not be carried out where the proposed operation requires an authorisation of the receiving entity in accordance as a credit institution pursuant to Art. 8 CRD or an authorisation as a (possibly mixed) financial holding company pursuant to Art. 21a CRD (Art. 27i (3) CRD). This second privilege apparently applies to both mergers and divisions.

The competent supervisory authority may only object to the proposed transaction if the aforementioned substantive criteria are not met or where the information provided by institutions, and financial holding companies and mixed financial holding companies  is incomplete despite a request by the supervisory authority for delivery of missing information (Art. 27j (3) subpara. 1 CRD). A rejection of the planned project based on any economic needs of the market is not permitted (Art. 27j (4) CRD).

4. Further regulations

Where the proposed merger or division involves – in addition to the institutions, and financial holding companies and mixed financial holding companies directly involved in the operation – a credit institution, an insurance or reinsurance undertaking, an investment firm or an asset management company that is authorized in another Member State or is operating in an economic sector other than in which the proposed merger or division is undertaken, the supervisory authority review the merger or division must cooperate with the authorities responsible for the supervision of other participating companies in the financial sector (Art. 27k CRD). Furthermore, Art. 27l CRD requires the Member States to provide for sanctions in the form of appropriate measures in the event of non-notification of the merger or division or its implementation despite a prohibition order by the competent supervisory authority.

Material transfer of assets and liabilities

Articles 27f and 27g CRD stipulate a (pure) notification requirement for "material transfers" of assets or liabilities planned by institutions, financial holding companies or mixed financial holding companies. There is no requirement for approval in this respect.

Notifiable material transfers are defined as follows:

• The notification requirement applies to transfers by way of sale or other type of transaction (Art. 27f (1) subparagraph 1 CRD).
• Transfers are considered "material" if the planned transaction involves at least 10% of the total assets or liabilities of the entity concerned. If the planned transaction takes place between entities of the same group, the threshold is 15% of the total assets or liabilities of the respective entity (Art. 27f (2) subparagraph 1 CRD). It can be assumed that this threshold - as in the case of acquisitions of shareholdings (see above) - will be calculated on the basis of the book value of the assets or liabilities to be transferred in relation to the total assets or liabilities of the company concerned.
• The above materiality threshold is in principle determined on an individual basis for each company involved. For parent financial holding companies and mixed parent financial holding companies, however, the aforementioned percentages apply on a consolidated basis (Art. 27f (2) subparagraph 2 CRD).

The following assets and liabilities are not to be taken into account when calculating the aforementioned thresholds:

• transfers non-performing assets (Art. 27f (2) subparagraph 3 lit. a) CRD);
• transfers of assets for the purpose of being included in a cover pool as defined in Article 3 point 3 of Directive (EU) 2019/2162 (Art. 27f (2) subparagraph 3 lit. b) CRD);
• transfers of assets to be securitised (Art. 27f (2) subparagraph 3 lit. c) CRD); and
• transfers of assets or liabilities in the context of the use of resolution tools, powers and mechanisms provided for in Title IV of the Bank Recovery and Resolution Directive (BRRD) (Art. 27f (2) subparagraph 3 lit. d) CRD).

The notification must be made in writing in advance by each of the companies involved in the planned transaction (Art. 27f (1) CRD).

The competent supervisory authority has to confirm receipt of the notification in writing without delay, but at the latest within 10 working days of receipt (Art. 27f (3) CRD). The Member States shall require the competent authorities to take appropriate measures in case of any breaches of the notification obligation (Art. 27g CRD).

Final comments

The new notification and approval requirements for acquisitions of material holdings by institutions, financial holding companies and mixed financial holding companies or mergers or divisions of the aforementioned companies significantly expand the type and number of corporate transactions requiring approval in the financial sector compared to the current legal situation.

Admittedly, the introduction of the new notification and approval requirements makes sense from a prudential point of view insofar as there are considerable gaps under current law in the supervisory control of such corporate transactions, which are now largely closed by the new requirements. However, it does not seem entirely conclusive that significant transfers of assets and liabilities by way of asset deals should only be subject to notification and no approval requirements under the new regulations, although significant prudential risks can also be transferred to a company by way of asset deals.

The new notification and approval obligations will significantly increase the workload and time required for the companies involved, also in the case of intra-group reorganizations, unless the competent authority makes use of the discretionary rule provided for by the EU legislator to refrain from a material review of the project in the case of certain intra-group acquisitions of shareholdings or intra-group mergers. In this respect, it is to be hoped that the supervisory authorities or national legislators will issue discretionary guidelines on the specific conditions under which such a material review can be dispensed with in the case of such intra-group transactions, so that this important issue for transaction planning is regulated uniformly and does not have to be agreed with the competent supervisory authority in advance in each individual case.

When transposing the Directive, the national legislators will have to provide intertemporal rules for the temporal scope of application of the new notification and authorization requirements. In this respect, Art. 2 (1) CRD VI merely stipulates that the new regulations must be transposed into national law by January 10, 2026 and should apply from January 11, 2026 onwards. However, this provision ignores the fact that large-scale share deals as well as mergers and divisions are usually longer-term projects lasting several months or even a year, in which the parties involved need clarity at the start of the project whether or not the new notification and approval obligations will apply. Therefore, the national legislators will be responsible for introducing more detailed rules from which point onwards such transactions will be subject to the new approval requirements and which transactions will still benefit from the current law.

Authored by Tim Oliver Brandi.

References

1  Regulation (EU) 2024/1623 of the European Parliament and of the Council of 31 May 2024 amending Regulation (EU) No 575/2013 as regards rules on credit risk, credit valuation adjustment risk, operational risk, market risk and the own funds floor (output floor) (OJ 2024 L 189 p. 1).

2  Regulation (EU) ) No. 575/2013 of the European Parliament and of the Council of June 26, 2013 on prudential requirements for credit institutions and investment firms and amending Regulation (EU) No. 646/2012 (OJ 2013 L 176 p. 1).

3  Directive (EU) 2024/1619 of the European Parliament and of the Council of 31 May 2024 amending Directive 2013/36/EU as regards supervisory powers, sanctions, third-country branches and environmental, social and governance risks (OJ 2024 L 68 p. 1).

4  Directive 2013/36/EU of the European Parliament and of the Council of June 26, 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC (OJ 2013 L 176 p. 338).

5  Art. 4 (1) No. 36 of Regulation (EU) No. 575/2013 (CRR).

6  Art. 15 (3) of Council Regulation (EU) 1024/2013 of October 15, 2013 conferring specific tasks on the European Central Bank concerning policies relating to the prudential supervision of credit institutions (SSM Regulation) (OJ 2013 L 287 p. 63).

7  Art. 15 (2) SSM Regulation.

8  Art. 3 (1) no. 3 CRD in conjunction with Art. 4         (1)             no. 3         CRR. Art. 4 (1) no. 3 CRR; see also Dürselen, in: Fischer/Schulte-Mattler, KWG, CRR-VO, 6th edition 2023, Art. 4 CRR margin no. 10 et seq.

9  This is a financial holding company within the meaning of Art. 4 (1) no. 20 CRR. This definition is partially redefined by CRR III. In summary, these are holding companies whose subsidiaries are primarily (i.e. more than 50%, which is to be determined using various indicators) institutions or financial institutions as defined by the CRR.

10  This concerns mixed financial holding companies within the meaning of Art. 4 (1) No. 21 CRR. This concerns mixed financial holding companies within the meaning of Art. 2 No. 15 of EU Directive 2002/87/EC (so-called "Financial Conglomerates Directive"), i.e. a parent company not subject to supervision which, together with its subsidiaries, at least one of which is a supervised entity domiciled in the Community, and other companies, forms a financial conglomerate (Dürselen             in: Fischer/Schulte-Mattler, KWG, CRR-VO, 6th edition 2023, Art. 4 CRR, margin no. 64 ff.).

11  Directive (EU) 2019/2121 of the European Parliament and of the Council of 27 November 2019 amending Directive (EU) 2017/1132 as regards cross-border conversions, mergers and divisions (OJ 2019 L 321 p. 1).

12  Directive (EU) 2017/1132 of the European Parliament and of the Council of June 14, 2017 on certain aspects of company law, ABL. L 169 of 30.6.2017, p. 46, last amended by Art. 92 Regulation (EU) 2021/23 of 16.12.2020 (OJ 2021 L 22 p. 1).

13  Directive 2014/59/EU of May 15, 2014 establishing a framework for the recovery and resolution of credit institutions and investment firms (OJ 2014 L 173 p. 190)