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Intesa Sanpaolo Comments on 3L3 Committees' Guidelines for Prudential Assessment of Acquisitions and Increase of Holdings

Core Content

Intesa Sanpaolo, one of the largest Italian and European banking groups, has submitted comments on the 3L3 Committees' Guidelines for the prudential assessment of acquisitions and increase of holdings in the financial sector, as required by Directive 2007/44/EC. The Group supports the Directive's goal of fostering an integrated European financial market and believes that the Guidelines should balance the need for speed, certainty, and predictability in transactions with the necessity of consistent supervisory practices across the EU.

Main Views and Key Points

General Remarks

• Support for Convergence: Intesa Sanpaolo supports the 3L3 Committees' intent to foster a common understanding of the five assessment criteria outlined in the Directive, which promotes supervisory convergence and reduces legal uncertainty.
• Harmonized Information List: The Group welcomes the harmonized list of information required for notifications, as it ensures clarity for both industry and supervisors.
• Cooperation Arrangements: It emphasizes the importance of defining appropriate cooperation mechanisms between supervisors to ensure timely and efficient information flow, avoiding additional costs and transaction delays.
• Exhaustive List of Information: The Group believes the list of information should be truly exhaustive and not allow national supervisors to request additional data beyond what is specified, to ensure a consistent and predictable assessment process.

Specific Remarks

1. Time Limits and Notification Process

• The list of information in Appendix II of the Guidelines is considered exhaustive, but the possibility for supervisors to request additional information should be limited to exceptional cases.
• Paragraph 9 of the Guidelines allows supervisors to request additional information, which may trigger an interruption period. This should be minimized to avoid delays and unnecessary costs.

2. Notification Requirement for Indirect Shareholdings

• The current framework may lead to prolonged assessments and additional costs when evaluating the chain of holdings.
• The phrase "has doubts" is too broad and lacks clarity, making it difficult for the industry to understand when it applies.
• The assessment should focus on the ultimate parent company and direct holders, unless there is clear justification to assess intermediaries.

3. Integrity of the Proposed Acquirer

• Intesa Sanpaolo supports the principle that an acquirer is assumed to be of good repute unless there is evidence to the contrary.
• However, it notes that the concept of "absence of negative records" varies across national laws, which can create legal uncertainty.
• The Group calls for convergence in the interpretation of this concept, especially regarding the suitability and financial soundness of the acquirer.

4. Reputation and Experience of Business Directors

• The Group welcomes the mapping exercise by the 3L3 Committees on "fit and proper" requirements for individuals in financial institutions.
• It looks forward to the issuance of a standalone document that will provide a more unified understanding of these requirements.

5. Suspicion of Money Laundering or Terrorist Financing

• Intesa Sanpaolo believes that the assumptions in paragraphs 84 and 85 of the Guidelines are too vague, using terms like "reasonable person" and "not completely clear."
• This lack of clarity may lead to inconsistent application by supervisors and reduce legal certainty for market participants.

6. Appendix II – List of Information Required

• The list of information is considered overly detailed and may include irrelevant or superfluous data.
• There is a contradiction in paragraph 1 of Appendix II, which states that the list contains "normally" requested information, suggesting it is not exhaustive.
• Footnote 17 allows for the exemption of some information, but it does not clarify that supervisors may also request additional data under certain conditions.
• The Group recommends that the list be treated as exhaustive and that the possibility of requesting additional information be used only exceptionally.

Additional Recommendations

• Clarification is needed on whether documents should be submitted in stamp-free, legalized, or notarized format.
• The 3L3 Committees should ensure that the body of the Guidelines and their cross-references with the Annexes are consistent to avoid uncertainties and contradictions.

Contact Information

• Alessandra Perrazzelli
  Head of International Affairs
  alessandra.perrazzelli@intesasanpaolo.com

• Simone Pieri
  Legal Advisor
  simone.pieri@intesasanpaolo.com

• Francesca Passamonti
  Regulatory Advisor
  francesca.passamonti@intesasanpaolo.com

• Intesa Sanpaolo S.p.A.
  International Affairs
  Square de Meeus, 35
  B - 1000 Brussels
  Brussels, 3 October 2008