Navigating CRD VI: Impact on M&A Transactions

In-scope entities which acquire or sell shares in another entity (regulated or not regulated) whose value equals 15% or more of the acquirer’s eligible capital, will be required to notify such transaction to their supervisory authority. The eligible capital in this regard refers to a sum of the acquirer’s common equity tier 1 (CET1), additional tier 1 (AT1) and tier 2 capital within the meaning of the CRR framework. For instance, a German bank acquiring shares in a non-regulated entity (like a software company), whose value equal 15% of the bank’s eligible capital, would be required to notify BaFin about this transaction. On the other hand, the same transaction involving acquisition of shares in a regulated entity could (where it exceeds 10% of shares in the target entity) be in addition subject to qualifying holding procedure in accordance with already applicable rules.

The notification obligation is, triggered whenever there is an intention of the in-scope entity to acquire/dispose of a material holding. In absence of any more concrete guidance under CRD VI, the existing supervisory guidance on the meaning of “intention” in the context of qualifying holding procedures provided by NCAs and the ECB, remain a good orientation point.

In the case of an acquisition of a qualifying holding, the notification triggers an assessment carried out by the supervisory authority aimed at assessing whether:

• Following the acquisition, the acquirer will be able to comply with prudential requirements under the CRD and CRR framework (and where applicable any further legislation), and,
• There are any reasonable grounds for the supervisory authority to believe that the acquisition increases risks of money laundering or terrorist financing with respect to the acquirer (or alternatively is carried out as part of the money laundering or terrorist financing offence).

The assessment procedure is fairly similar to the qualifying holding procedure, with the 60-business day assessment period (as of the date of completeness of the notification package). The assessment period can be interrupted, up to 20 business days, in the case of follow up queries from the supervisory authority and can be extended maximum up to 90 business days in the case of some more complex structures (e.g. involving regulated based in third countries). On the other hand, in case of disposals of material holdings, in-scope entities will be subject solely to a notification obligation.

Intra-group transactions, involving entities belonging to the same group within the meaning of CRR (Art. 113 CRR), will be fully exempt from the notification obligation.

Transactions involving certain transfers of assets and liabilities, which are carried out by in-scope entities, will also be subject to a new notification obligation under CRD VI.

To that end, the term “material transfer” covers transfers of assets and liabilities in the form of sale or any other type of transaction (like novation or assignment) whose value equals at least 10% of the in-scope entity’s total assets or liabilities. In the case of intra-group transfers, the notification threshold is set higher, at 15%.

When engaging in the aforementioned types of transfers, in-scope entities are required to submit their notification with their supervisory authority “in advance”. However, CRD VI does not provide any guidance as to whether this is expected to be done once the intention of the transaction is formed (like in the case of qualifying holding procedures) or whether the notification could also be submitted shortly before the transfer execution (the difference between the two could hardly be any bigger). Nonetheless, bearing in mind the intention of this notification obligation, it is reasonable to conclude that the notification can be submitted after signing of the transaction documents, provided that the signing date does not coincide with the closing of the transaction.

This new notification obligation is intended to provide supervisory authorities with a better overview of balance-sheet movements of in-scope entities that may have an impact on their ability to comply with the applicable prudential and anti-money laundering requirements. There is no assessment of the notified transaction though and therefore the transaction is not subject to the regulatory approval.

Some types of transactions are explicitly excluded from the scope of this notification obligation:

• transfers of non-performing loans (NPLs),
• transfers of assets that are to be included in a cover pool (covered bonds),
• transfers of assets intended for securitisation and,
• transfers of assets or liabilities in the context of the use of resolution tools (under the BRRD framework)

Mergers and divisions involving in-scope entities and other regulated or non-regulated entities will be subject to a new notification obligation and an assessment procedure as well.

In-scope entities envisaging a merger or division (e.g. in the form of a spin-off or a hive-off transaction), will be required to notify their competent supervisory authority about the envisaged transaction in advance. Whereas in the case of a merger, this will be the supervisory authority (NCA or ECB) responsible for the supervision of the entity resulting from merger, in the case of a division, this will be the supervisory authority responsible for the supervision of the entity carrying out division.

In terms of the timing, CRD VI provides more concrete guidance in this part, by specifying that the proposed merger or division is to be notified to the competent supervisory authority once the draft terms of the transaction are accepted.

Following the submission, the competent supervisory authority carries out the assessment of the proposed transaction by focusing on: (i) the suitability of the financial stakeholders involved in the proposed transaction, (ii) their financial soundness, (iii) feasibility and prudential soundness of the implementation plan of the proposed post-closing operation, (iv) the ability of the resulting entity to ensure compliance with key prudential requirements under the CRR framework and requirements on the prevention of money-laundering and terrorist financing as well as (v) whether there are reasonable grounds for the supervisory authority to believe that a proposed transaction is carried out in relation to a money laundering or terrorist financing offence.

The competent supervisory authority has 60 business days to carry out the assessment of the proposed transaction with the possibility to interrupt the assessment period up to 20 business days (in the case of follow up queries) and extent the assessment period up to 30 days (90 days in total) in the case of particularly complex transactions (e.g. with third-country element involved).

There is an exemption for certain intra-group merger and division transactions however solely insofar all the parties involved are either credit institutions, financial holding companies or mixed financial holding companies that belong to the same group. Consequently, an intra-group merger or division involving for instance a credit institution on the one and a non-regulated entity on the other side, would still be subject to notification obligation and regulatory assessment under CRD VI.

Whilst the deadline for transposition was set for 10 January 2026, many EU Member States have not managed to ensure full transposition of CRD VI into national law by this date. Fortunately enough, as of the date of this article, Germany has alongside several other EU Member States, managed to complete its national transposition law, in the form of the larger Banking Directive Implementation and Bureaucracy Reduction Act (Bankenrichtlinienumsetzungs- und Bürokratieentlastungsgesetz, “BRUBEG”) which was officially adopted by the German Bundesrat on 6 March 2026.

In addition to transposing CRD VI into national law, BRUBEG also introduces some changes that will impact qualifying holding procedures as well. The existing rules on the qualifying holding procedures applicable to entities subject to CRR are amended and will now involve an additional layer of assessment whether the proposed transaction creates any risk of money laundering or terrorist financing (AML/CTF).

To that end, when assessing the proposed acquisition or increase of a qualifying holding in a regulated entity, BaFin will be required to assess relevant AML/CTF risks and consult with the newly established European Anti-Money Laundering Authority (“AMLA”). In addition, by aiming to ensure procedural alignment with new procedures introduced through CRD VI, BRUBEG also extends the timeframe for the national supervisory authority to provide a completeness confirmation after receiving notification of the acquisition/increase of a qualifying holding from two to ten business days.

These amendments are expected to add an additional layer of complexity to and at the same time prolong qualifying holding procedures.

The new requirements that CRD VI introduces will be an additional regulatory burden that regulated entities will need to stay mindful of when engaging in M&A transactions in the financial services sector. Whereas they will add an additional layer of complexity in case of acquisitions of qualifying holdings in other entities, given that new notification procedures will run alongside already applicable qualifying holding procedures, notification obligations related to some new types of transactions (like material transfers of assets and liabilities and divisions) will be one new regulatory nuance to be factored into the transaction timeline.