to the point: finance l Q2/2025

The second quarter of 2025 witnessed significant legal and regulatory changes that are shaping the financial landscape of Central and Eastern Europe (CEE). Notably, the implementation of the Omnibus I package has introduced new regulations on corporate sustainability reporting, green finance and taxonomy. Additionally, the 10 July 2025 deadline for transposing the EU's Anti-Money Laundering Directive (AMLD 4) into national laws is fast approaching, tightening due diligence and reporting obligations for financial institutions.

The recent legal changes also include updates to the Markets in Financial Instruments Directive (MiFID II) and the Prospectus Regulation, which enhance transparency and investor protection in cross-border securities markets. In response to geopolitical tensions, new sanctions regimes and compliance requirements have been introduced, impacting banking and financial corporate operations.

Furthermore, digital transformation initiatives have led to the adoption of new legal standards for digital banking, fintech and crypto-assets, as well as digital operational resilience of the financial system, aligning with the EU's Digital Finance Strategy. These developments require heightened legal compliance and strategic adaptation, making it essential for financial institutions to engage high-level legal expertise to navigate the complexities and ensure robust compliance.

Marketplace| Poland

Banking sector consolidation and market dynamics in Poland: strategic shifts in 2025. Poland's banking landscape is undergoing a period of dynamic transformation, marked by consolidation, strategic exits and ambitious expansion plans. These developments signal a recalibration of the market that could significantly impact institutional investors, legal advisors and multinational financial entities operating in Central and Eastern Europe.

In a landmark move, Bank Pekao and leading insurer PZU have signed a memorandum of understanding to explore a potential merger. If completed, the deal would create one of Europe's largest financial conglomerates, combining banking and insurance capabilities on an unprecedented scale in the region. The transaction is anticipated to unlock considerable capital reserves and enhance dividend distribution potential. Completion is targeted for June 2026, pending legislative amendments and regulatory clearance, and will likely attract scrutiny from competition and financial market authorities. Meanwhile, Santander has agreed to divest a 49 % stake in Santander Bank Polska to Austria's Erste Group in a transaction valued at EUR 6.8bln. Notably, the deal values the Polish unit at 2.2 times tangible book value — a significant premium over the parent group's broader valuation. Erste's acquisition marks a decisive step in expanding its regional footprint, rein-forcing its strategic focus on the CEE banking sector and enhancing its competitive position. In contrast to these expansionary moves, British bank NatWest has announced a complete withdrawal from Poland, planning to close its operations by the end of 2025. The decision reflects a broader strategy to consolidate operations and drive organisational efficiency. This exit underscores the growing divergence in strategic priorities among global financial institutions within the region.

Money Rules | Romania

Proposed amendments to ASF rules on prudential assessment of acquisitions in the financial sector. The Romanian Financial Supervisory Authority has proposed amendments to its regulation on prudential assessment of acquisitions or increases in qualifying holdings in financial entities under its supervision. The proposed amendments aim to bring greater clarity to the procedures and criteria used in the prudential assessment and ensure greater alignment with the Joint ESAs Guidelines on the prudential assessment of acquisitions and increases of qualifying holdings in the financial sector. They also aim to align the regulation with sectoral laws, especially where potential acquirers have already been evaluated by ASF under a previous acquisition proposal.

Money Rules | Poland

Towards a digital and sustainable future: the Polish legislative proposal implementing DORA and EuGBR. Poland has published a draft law intended to implement two key EU regulations: the Digital Operational Resilience Act (DORA) and the European Green Bond Regulation (EuGBR). The proposal combines digital and sustainability-related reforms into a single framework. For financial institutions, this means adjusting ICT risk management systems, complying with new incident re-porting requirements and preparing for the supervision of key third-party providers. In parallel, the law intro-duces the legal basis for issuing green bonds under the EuGB label, in line with EU criteria. The draft underlines a shift toward making financial markets more resilient and more aligned with the EU's climate objectives.

Special Situations | Slovenia

Amendments to the Slovenian Insolvency Act clarify key contracts regime. The recent amendments to the Slovenian Insolvency Act have brought clarity to the interplay between rules on essential contracts and netting arrangements. Under the previous version of the Act, there was some uncertainty as to whether the prohibition on terminating or altering the performance of essential contracts upon the commencement of insolvency proceedings – including the unenforceability of contract clauses permitting such actions – applied to netting arrangements. The amended Act has addressed this issue by expressly exempting qualifying netting arrangements from the scope of the essential contract provisions.