Changes from plenary report to adopted text

Removed1. Member States shall require any institution or any financial holding company or mixed financial holding company within the scope of Article 21a(1) ▌(the ‘financial stakeholders’) carrying out a merger or division (the “proposed operation”), to notify in advance of the completion of the proposed operation the competent authorities which will be responsible for the supervision of the entities resulting from such proposed operation, indicating the relevant information, as specified in accordance with Article 27l(4).

Removed▌

Removed2. The competent authorities shall acknowledge receipt of the notification referred to in paragraph 1 or of the additional information submitted in accordance with paragraph 3 promptly and in any event within 10 working days following receipt of the notification or of the additional information.

RemovedWhere the proposed operation involves only financial stakeholders from the same group, the competent authorities shall have a maximum of 60 working days as from the date of the written acknowledgement of receipt of the notification and all documents required by the Member State to be attached to the notification in accordance with Article 27l(5) (“the assessment period”), to carry out the assessment provided for in Article 27l(1).

RemovedThe competent authority shall inform the financial stakeholder of the date of the expiry of the assessment period at the time of acknowledging receipt.

Removed3. Competent authorities may request further information that is necessary to complete the assessment. Such a request shall be made in writing and shall specify the additional information needed.

RemovedWhere the proposed operation involves only financial stakeholders from the same group, competent authorities may request additional information by no later than the fiftieth working day of the assessment period.

RemovedFor the period between the date of request of additional information by the competent authorities and the receipt of a response thereto by the financial stakeholders providing all the requested information, the assessment period shall be suspended. The suspension shall not exceed 20 working days. Any further requests by the competent authorities for completion or clarification of the provided information shall be at their discretion but shall not result in a suspension of the assessment period.

Removed4. By way of derogation from paragraph 3, third subparagraph, competent authorities may extend the suspension referred to therein to a maximum of 30 working days in the following cases:

Removed(a) the entity acquired is situated or regulated in a third country;

Removed(b) an exchange of information with authorities responsible for supervising the obliged entities referred to in Article 2(1), points (1) and (2), of Directive (EU) 2015/849 is necessary to perform the assessment foreseen under Article 27l(1) of this Directive.

Removed5. The proposed operations shall not be completed before the issuance of a positive opinion by the competent authorities.

Removed6. The competent authorities shall, within two working days from the completion of their assessment, issue in writing a motivated positive or negative opinion to the financial stakeholders. Subject to national law, an appropriate statement of the reasons for the opinion may be made accessible to the public at the request of the financial stakeholders. This shall not prevent a Member State from allowing the competent authority to publish such information in the absence of a request by the financial stakeholder.

RemovedThe financial stakeholders shall transmit the motivated opinion issued by their competent authorities under the first subparagraph to the authorities in charge, under the national corporate and/or civil law, of the scrutiny of the proposed operation.

Removed7. When the proposed operation involves only financial stakeholders from the same group, and the competent authorities do not oppose the proposed operation within the assessment period in writing, the opinion shall be deemed to be positive.

Removed8. The positive opinion issued by the competent authority may be limited in time.

Removed9. Member States shall not impose requirements related to notification and approval as described in this Chapter that are more stringent than those set out herein.

Removed10. This Chapter is without prejudice to the application of the Council Regulation (EC) No 139/2004*8 and Directive (EU) 2017/1132 of the European Parliament and of the Council.

Removed11. The assessment under Article 27k(1) shall not be performed where the proposed operation requires an authorisation in accordance with Article 8, or an approval in accordance with Article 21a.

Removed______

Removed*8 Council Regulation (EC) No 139/2004 of 20 January 2004 on the control of concentrations between undertakings (the EC Merger Regulation).

Removed1. In assessing the notification provided for in Article 27k(1) and the information referred to in Article 27k(3), competent authorities shall, in order to ensure the soundness of the prudential profile of the financial stakeholders after the completion of the proposed operation and in particular the risks to which the financial stakeholder is or might be exposed in the course of the proposed operation and the risks to which the financial stakeholder resulting from the proposed operation might be exposed, assess the proposed operation in accordance with the following criteria:

Removed(a) the reputation of entities involved in the proposed operation;

Removed(b) the sufficiently good repute and sufficient knowledge, skills and experience, as set out in Article 91(1), of any member of the management body who will direct the business of the financial stakeholder resulting from the proposed operation;

Removed(c) the financial soundness of entities involved in the proposed operation, in particular in relation to the type of business pursued and envisaged for the financial stakeholder resulting from the proposed operation;

Removed(d) whether the entity resulting from the proposed operation will be able to comply and continue to comply with the prudential requirements laid down in this Directive and Regulation (EU) No 575/2013, and where applicable, other acts of Union law, in particular Directives 2002/87/EC and 2009/110/EC;

Removed(e) whether the implementation plan of the proposed operation is realistic, sound and efficient from a prudential perspective;

Removed(f) 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.

RemovedThe implementation plan referred to in point (e) shall be subject to appropriate monitoring by the competent authority until completion of the proposed operation.

Removed2. For the purposes of assessing the criterion laid down in paragraph 1, point (f), competent authorities shall consult, in the context of their verifications, the authorities competent for the supervision of the undertakings under Directive (EU) 2015/849.

Removed3. The competent authorities may issue a negative opinion to the proposed operation only if the criteria set out in paragraph 1 are not met or where the information provided by the financial stakeholder is incomplete despite a request made in accordance with Article 27k.

RemovedWith regard to the criterion laid down in paragraph 1, point (f), an objection ▌by the authorities competent for the supervision of the undertakings in line with Directive (EU) 2015/849 received by the competent authorities within 30 days of the initial request shall be duly considered by the competent authorities when assessing the proposed acquisition and may constitute a reasonable ground for negative opinion.

Removed4. Member States shall not allow their competent authorities to examine the proposed operation in terms of the economic needs of the market.

Removed5. Member States shall publish a list of information items that are necessary to carry out the assessment referred to in Article 27k(1) and that must be provided to the competent authorities at the time of notification referred to that Article. The information required shall be proportionate and appropriate to the proposed operation. Member States shall not require information that is not relevant for a prudential assessment.

Removed1. The relevant competent authorities shall consult each other when carrying out the assessment referred to in Article 27l where the proposed operation involves, in addition to the financial stakeholder, entities that are one of the following:

Removed(a) a credit institution, insurance undertaking, reinsurance undertaking, investment firm or asset management company ▌authorised in another Member State or in a sector other than that in which the acquisition is proposed;

Removed(b) a parent undertaking of a credit institution, insurance undertaking, reinsurance undertaking, investment firm or asset management company authorised in another Member State or in a sector other than that in which the acquisition is proposed;

Removed(c) a legal person controlling a credit institution, insurance undertaking, reinsurance undertaking, investment firm or asset management company authorised in another Member State or in a sector other than that in which the acquisition is proposed.

Removed2. The competent authorities shall, without undue delay, provide each other with any information which is relevant for the assessment. In that regard, the competent authorities shall communicate to each other upon request all relevant information and shall communicate on their own initiative all essential information. A decision by the competent authority of the financial stakeholder shall indicate any views or reservations expressed by the competent authority that supervise one or several of the entities listed above and involved in the proposed operation.

Removed3. The competent authorities shall seek to coordinate their assessment and ensure the consistency of their opinions. Moreover, the competent authorities shall indicate in their opinions any views or reservations made by the competent authority supervising other financial stakeholders.

Removed4. EBA shall develop draft implementing technical standards to establish common procedures, forms and templates for the consultation process between the relevant competent authorities as referred to in this Article.

RemovedEBA shall submit those draft implementing technical standards to the Commission by [OP please insert the date = 18 months from the date of entry into force of this amending Directive].

RemovedPower is conferred on the Commission to adopt the implementing technical standards referred to in the first subparagraph in accordance with Article 15 of Regulation (EU) No 1093/2010.

RemovedMember States shall require that, where the financial stakeholders fail to provide prior notification of the proposed operation in accordance with Article 27k(1) or have carried out the proposed operation as referred to that Article without prior positive opinion by the competent authorities, the competent authorities shall take appropriate measures. Such measures may consist in injunctions, periodic penalty payments, penalties, subject to Articles 65 to 72, against members of the management body and managers of the financial stakeholders or of the entity resulting from the proposed operation.’;

Removed(8) Title VI is replaced by the following:

Removed‘Title VI PRUDENTIAL SUPERVISION OF THIRD COUNTRY BRANCHES AND RELATIONS WITH THIRD COUNTRIES’

RemovedPrudential supervision of third-country branches

RemovedGeneral provisions

Removed1. This Chapter lays down the minimum requirements concerning the carrying out in a Member State of the following activities by a third-country branch:

Removed(a) any of the activities referred to in points 2 to 6 and 13 to 15 of Annex I to this Directive by an undertaking established in a third country that would qualify as a credit institution or that would fulfil the criteria laid down in points (i) to (iii) of Article 4(1), point (b) of Regulation (EU) 575/2013, if it were established in the Union;

Removed(b) the activity referred to in ▌point 1 of Annex I to this Directive by an undertaking established in a third country ▌.

Removed2. By derogation from paragraph 1, an undertaking established in a third country providing activities and services listed in Annex I, Section A of Directive 2014/65/EU and the services listed in Annex I, Section B of Directive 2014/65/EU for the sole purpose of conducting the activities and services listed in Annex I, Section A of Directive 2014/65/EU, shall not be included into the scope outlined in paragraph 1.

Removed3. For the purposes of this Title, the following definitions shall apply:

Removed(a) ‘third country branch’ shall mean branches established in a Member State by either:

Removed(i) an undertaking which has its head office in a third country, for the purpose of carrying out any of the activities referred to in paragraph 1;

Removed(ii) a credit institution which has its head office in a third country;

Removed(b) ‘head undertaking’ shall mean the undertaking with its head office in the third country that has established the third country branch in the Member State, and the undertaking’s intermediate and ultimate parent undertakings, as the case may be.

RemovedMember States shall not apply to third country branches, when commencing or continuing to carry out their business, provisions which result in a more favourable treatment than that accorded to branches of institutions having their head office in another Member State of the European Union.

Removed1. Member States shall classify third country branches as class 1 where those branches meet any of the following conditions:

Removed(a) the total value of the assets booked or originated by the third country branch in the Member State is equal to or higher than EUR 5 billion, as reported for the immediately preceding annual reporting period in accordance with Section II, Sub-section 4;