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AI Summary of Article 42 Asset separation tool

Member States must empower resolution authorities to transfer assets, rights or liabilities of an institution under resolution or a bridge institution to one or more asset management vehicles (AMVs). Transfers may take place without shareholder or third‑party consent and without complying with company or securities procedural requirements, subject to Article 85. An AMV must be a legal person wholly or partially owned by public authorities and controlled by the resolution authority, created to receive such assets and to manage them to maximise value through sale or orderly wind‑down.

Resolution authorities approve AMV constitutional documents, management appointments or approvals, remuneration and the AMV’s strategy and risk profile. Transfers are permitted only where market liquidation would adversely affect financial markets, or where necessary for proper functioning of the institution, bridge or AMV, or to maximise liquidation proceeds. Consideration is determined under Article 36 and the Union State aid framework and may be nominal, negative or paid as AMV debt. Transfers are subject to Chapter VII safeguards; transferred assets are not subject to rights of remaining shareholders or creditors, and AMV management liability is limited except for gross negligence or serious misconduct. EBA shall issue guidelines by 3 July 2015 on determining adverse market effects.

Version status: Amended | Document consolidation status: Updated to reflect all known changes
Version date: 10 May 2026 - onwards
Version 3 of 3

Article 42 Asset separation tool

1. In order to give effect to the asset separation tool, Member States shall ensure that resolution authorities have the power to transfer assets, rights or liabilities of an institution under resolution or a bridge institution to one or more asset management vehicles.

Subject to Article 85, the transfer referred to in the first subparagraph may take place without obtaining the consent of the shareholders of the institutions under resolution or any third party other than the bridge institution, and without complying with any procedural requirements under company or securities law.

2. For the purposes of the asset separation tool, an asset management vehicle shall be a legal person that meets all of the following requirements:

(a) it is wholly or partially owned by one or more public authorities which may include the resolution authority or the resolution financing arrangement and is controlled by the resolution authority;

(b) it has been created for the purpose of receiving some or all of the assets, rights and liabilities of one or more institutions under resolution or a bridge institution.