Opinion of the European Central Bank of 18 December 2025 on the notification and assessment procedure for intra-group mergers (CON/2025/44)

OPINION OF THE EUROPEAN CENTRAL BANK of 18 December 2025 on the notification and assessment procedure for intra-group mergers (CON/2025/44) Introduction and legal basis

On 3 October 2025 the European Central Bank (ECB) received a request from the Luxembourg Ministry of Finance for an opinion on a draft law (1) implementing the amendments to Directive 2013/36/EU of the European Parliament and of the Council (hereinafter the ‘CRD’) introduced by Directive (EU) 2024/1619 of the European Parliament and of the Council (hereinafter the ‘CRD6’) and Directive (EU) 2024/2994 of the European Parliament and of the Council ; (2) operationalising Regulation (EU) 2024/2987 of the European Parliament and of the Council ; and (3) modifying certain provisions of Luxembourg laws affecting the financial sector (hereinafter the ‘draft law’). The ECB’s competence to deliver an opinion is based on Articles 127(4) and 282(5) of the Treaty on the Functioning of the European Union, as the draft law relates to the specific tasks conferred upon the ECB concerning the prudential supervision of credit institutions pursuant to Article 127(6) of the Treaty. In addition, pursuant to Article 25.1 of the Statute of the European System of Central Banks and of the European Central Bank, the ECB may offer advice to and be consulted by the competent authorities of the Member States on the implementation of Union legislation relating to the prudential supervision of credit institutions. In accordance with Article 17.5, first sentence, of the Rules of Procedure of the European Central Bank, the Governing Council has adopted this opinion.

1. Purpose of the draft law

1.1 The main objective of the draft law is to implement in Luxembourg law the amendments to the CRD introduced by the CRD6. These amendments further the harmonisation of the banking supervision framework set forth in the CRD and introduce, inter alia, the following: (1) changes to the prudential framework regarding the internal governance of credit institutions and certain investment firms,

including the assessment of the suitability of members of the management body and holders of key functions; (2) a regulatory framework applicable to branches established in the Union by undertakings established in a third country for the purpose of providing banking services there; (3) rules on material transactions planned by credit institutions or (mixed) financial holding companies (hereinafter ‘financial stakeholders’), namely the acquisition or disposal of qualifying holdings, material transfers of assets and liabilities, and mergers or divisions involving such entities; and (4) improvements to the resilience of the banking sector to environmental, social and governance risks by enshrining their consideration within internal governance arrangements, strategies and risk management policies. To this end, the draft law introduces corresponding changes to the Law of 5 April 1993 on the financial sector (hereinafter the ‘Law on the financial sector’). 1.2 In particular, the draft law sets forth the notification and assessment procedure for mergers and divisions between financial stakeholders . It provides for a merger assessment period for the competent supervisory authority – which for significant institutions is the ECB and for less significant institutions the Luxembourg Commission de Surveillance du Secteur Financier – of 60 working days from confirmation to the applicants of receipt of a complete notification. Such confirmation must be issued within ten working days following receipt of such notification. The merger assessment period may be suspended for a period of up to 30 working days in certain cases. The draft law further provides for a deadline of 20 working days from receipt of notification of the merger for the competent supervisory authority to decide whether or not to assess an intra-group merger between financial stakeholders . 1.3 The draft law also seeks to implement in Luxembourg law Directive (EU) 2024/2994 and Regulation (EU) 2024/2987 by amending certain financial sector related laws , and also makes some targeted adjustments to the Law of 18 December 2015 on the failure of credit institutions and certain investment firms .

2. Observations

2.1 The ECB notes that the draft law does not implement Article 4a of the CRD (‘Supervisory independence of competent authorities’), as inserted by the CRD6, and that it is expected that this

matter will be addressed by draft national legislation that is yet to be introduced. The ECB expects to be consulted on said draft national legislation implementing Article 4a of the CRD. 2.2 The ECB notes that the proposed new deadline of 20 working days from receipt of notification of the merger for the competent supervisory authority to decide whether or not to assess an intra-group merger between financial stakeholders is a procedural requirement that is not envisaged in the amendments to the CRD . The amendments to the CRD merely envisage a discretion for the competent supervisory authority to deviate from the normal procedure of assessing the merger by deciding not to assess it, without imposing a procedural deadline for this discretionary opt-out from assessing intra-group mergers. Moreover, the CRD now provides that where the proposed operation involves only financial stakeholders from the same group and the competent authority does not oppose the proposed operation within the assessment period in writing, its opinion shall be deemed 11 12 to be positive ; this is also reflected in the draft law . 2.3 In general, the ECB considers that the competent authority’s discretion to determine on a case-bycase basis whether to conduct an assessment of intra-group mergers is not to be constrained . 2.4 More specifically, however, the ECB has concerns as regards the introduction of the deadline of 20 working days as referenced above, since the consequences for the competent authority of failing to meet this deadline are unclear. The introduction into Luxembourg law of a deadline by which to decide and communicate to financial stakeholders whether the transaction will be subject to the assessment is a procedural burden that – depending on the specific circumstances and complexity of the cases at hand – could jeopardise the ECB’s ability to fully use its supervisory discretion for the (non) assessment of intra-group mergers involving significant institutions. The ECB accordingly suggests that the Luxembourg authorities consider deleting the proposed new deadline of 20 working days for the competent supervisory authority to decide whether to assess an intra-group merger between financial stakeholders.

This opinion will be published on EUR-Lex.

Done at Frankfurt am Main, 18 December 2025.

[signed]

The President of the ECB

Christine LAGARDE