TITLE II

AUTHORISATION AND OPERATING CONDITIONS FOR INVESTMENT FIRMS
CHAPTER I

CONDITIONS AND PROCEDURES FOR AUTHORISATION

Assessment
Article 10b
1
In assessing the notification provided for in Article 10(3) and the information referred to in Article 10a(2), the competent authorities shall, in order to ensure the sound and prudent management of the investment firm in which an acquisition is proposed, and having regard to the likely influence of the proposed acquirer on the investment firm, appraise the suitability of the proposed acquirer and the financial soundness of the proposed acquisition against all of the following criteria:
a
the reputation of the proposed acquirer;
b
the reputation and experience of any person who will direct the business of the investment firm as a result of the proposed acquisition;
c
the financial soundness of the proposed acquirer, in particular in relation to the type of business pursued and envisaged in the investment firm in which the acquisition is proposed;
d
whether the investment firm will be able to comply and continue to comply with the prudential requirements based on this Directive and, where applicable, other Directives, notably, Directives 2002/87/EC
and 2006/49/EC
, in particular, whether the group of which it will become a part has a structure that makes it possible to exercise effective supervision, effectively exchange information among the competent authorities and determine the allocation of responsibilities among the competent authorities;
e
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 2005/60/EC
is being or has been committed or attempted, or that the proposed acquisition could increase the risk thereof.
In order to take account of future developments and to ensure the uniform application of this Directive, the Commission, acting in accordance with the procedure referred to in Article 64(2), may adopt implementing measures which adjust the criteria set out in the first subparagraph of this paragraph.
2
The competent authorities may oppose the proposed acquisition only if there are reasonable grounds for doing so on the basis of the criteria set out in paragraph 1 or if the information provided by the proposed acquirer is incomplete.
3
Member States shall neither impose any prior conditions in respect of the level of holding that must be acquired nor allow their competent authorities to examine the proposed acquisition in terms of the economic needs of the market.
4
Member States shall make publicly available a list specifying the information that is necessary to carry out the assessment and that must be provided to the competent authorities at the time of notification referred to in Article 10(3). The information required shall be proportionate and adapted to the nature of the proposed acquirer and the proposed acquisition. Member States shall not require information that is not relevant for a prudential assessment.
5
Notwithstanding Article 10a(1), (2) and (3), where two or more proposals to acquire or increase qualifying holdings in the same investment firm have been notified to the competent authority, the latter shall treat the proposed acquirers in a non-discriminatory manner.
Directive 2002/87/EC of the European Parliament and of the Council of
16 December 2002
on the supplementary supervision of credit institutions, insurance undertakings and investment firms in a financial conglomerate (
OJ L 35, 11.2.2003, p. 1
). Directive as amended by Directive 2005/1/EC (
OJ L 79, 24.3.2005, p. 9
).
Directive 2006/49/EC of the European Parliament and of the Council of
14 June 2006
on the capital adequacy of investment firms and credit institutions (recast) (
OJ L 177, 30.6.2006, p. 201
).
Directive 2005/60/EC of the European Parliament and of the Council of
26 October 2005
on the prevention of the use of financial system for the purpose of money laundering and terrorist financing (
OJ L 309, 25.11.2005, p. 15
).
Inserted by Directive 2007/44/EC of the European Parliament and of the Council of 5 September 2007 amending Council Directive 92/49/EEC and Directives 2002/83/EC, 2004/39/EC, 2005/68/EC and 2006/48/EC as regards procedural rules and evaluation criteria for the prudential assessment of acquisitions and increase of holdings in the financial sector (Text with EEA relevance).