Key data
| Regulation | Decision (EU) 2026/564 of the European Central Bank — ECB/2026/5 |
|---|---|
| CELEX Reference | 32026D0564 |
| Publication | March 12, 2026 |
| Entry into force | February 13, 2026 |
| Affected parties | Significant credit institutions directly supervised by the ECB, including major Spanish banks |
| Category | European Regulation |
| Covered operations | Mergers, demergers and acquisitions of significant shareholdings |
| Supervisory framework | Single Supervisory Mechanism (SSM) |
Major European and Spanish banks planning mergers, demergers or acquisitions of significant shareholdings have had a different contact within the ECB since February 13, 2026. The Decision (EU) 2026/564 — ECB/2026/5 establishes an internal delegation of powers that changes who signs the regulatory authorization for these corporate operations.
Until now, each such operation required a formal decision by the Supervisory Board or the Governing Council of the ECB. With this delegation, certain internal ECB officers or committees can adopt those resolutions directly, without escalating to the highest level of governance of the institution.
What does this regulation establish?
Decision ECB/2026/5 regulates the internal delegation of the power to adopt decisions on three specific types of corporate operations in credit institutions under European supervision:
- Mergers between significant credit institutions
- Demergers of significant credit institutions
- Acquisitions of significant shareholdings in credit institutions
The stated objective of the regulation is to optimize the operational efficiency of the Single Supervisory Mechanism (SSM). By delegating these decisions to internal levels of the ECB, it avoids each operation having to go through the complete process to the Supervisory Board or the Governing Council.
The regulation explicitly defines who and how will approve these transactions within the ECB's internal structure, thereby establishing a clear framework of responsibilities and procedures for entities seeking authorization.
Economic and operational impact
The change is not in regulatory substance but in decision-making architecture. Entities planning bank M&A operations benefit from two concrete improvements:
- Greater agility: By not requiring the convening and decision of the Supervisory Board or the Governing Council in each case, processing times can be significantly reduced.
- Greater predictability: Delegation to internal officers or committees with defined competence allows entities to know in advance the exact process, the contacts and the applicable criteria, reducing regulatory uncertainty in high-value operations.
For the M&A, legal and compliance teams of the affected banks, this means updating the maps of the regulatory authorization process and reviewing the schedules of corporate operations that were planned under the previous scheme.
Who does it affect?
The regulation directly affects:
- Significant credit institutions directly supervised by the ECB within the Single Supervisory Mechanism (SSM)
- Major Spanish banks under direct ECB supervision that plan or are executing merger, demerger or acquisition operations of significant shareholdings
- M&A, legal and compliance teams of such entities, who must update their internal authorization request procedures
- Financial and legal advisors who accompany credit institutions in consolidation or acquisition processes
- CFOs and Boards of Directors of significant banking entities that must plan corporate operations with a clear regulatory horizon
Practical example
A significant-sized Spanish bank, directly supervised by the ECB, is studying the acquisition of a significant shareholding in another European credit institution.
Under the previous scheme, the authorization request had to culminate with a formal decision by the ECB's Supervisory Board, which meant adjusting to the meeting schedules of that body and waiting for its formal deliberation.
With the Decision ECB/2026/5 in force from February 13, 2026, that same request can be resolved by the internal ECB officer or committee to which the competence has been delegated. The bank can plan the authorization process with greater precision in timelines, without depending on the agenda of the highest supervisory body, and with a clearly identified internal ECB contact to manage the processing.
What should companies do now?
- Identify if your entity is under direct ECB supervision: Only credit institutions classified as significant in the SSM are affected by this delegation. Confirm your entity's supervisory status.
- Update the regulatory authorization process map for M&A: Review internal authorization request procedures for mergers, demergers and acquisitions of significant shareholdings, incorporating the ECB's new delegated structure.
- Identify the new internal ECB contact: The decision defines which internal ECB officers or committees assume the delegated competence. Legal and compliance teams must know who to direct requests to and under what procedure.
- Review the schedules of planned corporate operations: If there are M&A operations underway or in the planning phase, recalculate the estimated timelines for regulatory authorization under the new scheme, which may be more agile than the previous one.
- Inform external advisory teams: Financial and legal advisors who accompany banking operations must be aware of this change to incorporate it into the timelines and project plans of their clients.
Frequently asked questions
Who approves bank mergers and acquisitions under ECB supervision now?
From February 13, 2026, certain internal ECB officers or committees can approve these operations without requiring a decision from the Supervisory Board or the Governing Council in each case, thanks to the delegation established by Decision ECB/2026/5.
What banking operations does this ECB delegation cover?
The delegation covers three types of operations: mergers, demergers and acquisitions of significant shareholdings in credit institutions under direct supervision by the ECB within the Single Supervisory Mechanism (SSM).
When does Decision ECB/2026/5 on delegation of bank mergers come into force?
The decision came into force on February 13, 2026, the date of its adoption by the ECB, although it was officially published on March 12, 2026.
Does this regulation affect Spanish banks?
Yes. Major Spanish banks directly supervised by the ECB are affected. When planning M&A operations, they must be aware of the new delegated structure to know which internal level of the ECB to direct their requests to and what timelines to expect.
What operational advantage does this delegation provide for banks planning mergers?
The delegation seeks greater agility and predictability in regulatory authorization timelines. By not requiring a decision from the Supervisory Board or the Governing Council in each case, the approval process can be faster and more efficient for the affected entities.
Official source
Consult the complete regulation in official sourceNotice: This article is for informational purposes only and does not constitute legal advice. For specific decisions, consult a qualified professional. Source: https://eur-lex.europa.eu/./legal-content/AUTO/?uri=CELEX:32026D0564