CRD VI Consequences for M&A Transactions

JD Supra Trade Law

Published January 11th, 2026

Detected March 6th, 2026

Summary

CRD VI introduces a new harmonized regime for M&A transactions in the banking sector across the EU, requiring prior notification and, in some cases, approval from competent authorities. While national transposition is incomplete, the M&A provisions are set to apply from January 11, 2026.

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What changed

Directive (EU) 2024/1619, known as CRD VI, establishes a new, harmonized framework for M&A transactions involving banks within the European Union. This directive expands the existing regulations, which previously focused only on qualifying holdings in credit institutions, by introducing a general requirement for banks to notify competent authorities of, and in certain instances obtain prior approval for, M&A activities. Although the transposition deadline for Member States was January 10, 2026, and the M&A provisions were intended to apply from January 11, 2026, the majority of Member States have not yet finalized their implementing legislation, leading to a piecemeal application of the new rules across the EU.

Financial institutions contemplating M&A transactions from 2026 onwards must prepare for these upcoming obligations. Compliance will require understanding the specific notification and approval processes mandated by CRD VI, which will vary initially due to the staggered implementation by Member States. Firms should proactively engage with legal counsel to navigate the evolving regulatory landscape and ensure adherence to the new regime as it becomes effective in different jurisdictions.

What to do next

Review CRD VI implementing legislation in relevant EU Member States.
Update internal M&A policies and procedures to incorporate notification and approval requirements.
Consult with legal counsel regarding specific transaction requirements and jurisdictional nuances.

Source document (simplified)

March 5, 2026

CRD VI Consequences For M&A Transactions

Alberto Claretta Assandri, Baptiste Aubry, Salvador Norberto Ruiz Bachs, Chloe Barrowman, Dr Alexander Behrens, Nick Bradbury, Mia Dassas, Axel de Backer, Niels De Waele, Thomas Donegan, Brice Henry, Pien Kerckhaert, Pascal Molinelli, Bob Penn, Martina Stegmaier, Kirsty Taylor A&O Shearman + Follow Contact LinkedIn Facebook X Send Embed CRD VI (Directive (EU) 2024/1619) introduces a new harmonized regime requiring banks to notify competent authorities of, and in some cases receive prior approval for, M&A transactions generally. This expands on the current regime which relates solely to qualifying holdings in credit institutions, although some EU Member States had previously already implemented similar rules on a national level. CRD VI should have been transposed by Member States by January 10, 2026 and the M&A provisions should apply from January 11, 2026. In practice, the majority of Member States are yet to publish their final implementing legislation, with only a small number having fully transposed CRD VI so far. The new M&A regime will therefore initially apply in a piecemeal way across the EU. However, firms should be ready to comply with their upcoming obligations when contemplating transactions from 2026 onwards.

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DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.
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