21.9.2007 Official Journal of the European Union L 2471 (Acts adopted under the EC Treaty/Euratom Treaty whose publication is obligatory) DIRECTIVES 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) THE EUROPEAN PARLIAMENT AND THE COUNCIL OF THE EUROPEAN UNION, Having regard to the Treaty establishing the European Commu- nity, and in particular Article 47(2) and Article 55 thereof, Having regard to the proposal from the Commission, Having regard to the opinion of the European Economic and Social Committee (1), Having regard to the opinion of the European Central Bank (2), Acting in accordance with the procedure laid down in Article 251 of the Treaty (%), Whereas: 1 Council Directive 92/49/EEC of 18 June 1992 on the coordination of laws, regulations and administrative provisions relating to direct insurance other than life assurance (third non-life insurance Directive) (*), Directive 2002/83EC of the European Parliament and of the Council of 5 November 2002 concerning life assurance (%), Directive 2004/39/EC of the European Parliament and of 0J C 93, 27.4.2007, p. 22. 0OJ C 27,7.2.2007, p. 1. Opinion of the European Parliament of 13 March 2007 (not yet published in the Official Journal) and Council Decision of 28 June 2007. OJ L 228, 11.8.1992, p. 1. Directive as last amended by Directive 2005/68[EC of the European Parliament and of the Council (O] L 323, 9.12.2005, p. 1). OJ L 345, 19.12.2002, p. 1. Directive as last amended by Council Directive 2006/101/EC (O] L 363, 20.12.2006, p. 238). ) () the Council of 21 April 2004 on markets in financial instruments (%), Directive 2005/68/EC of the European Parliament and of the Council of 16 November 2005 on reinsurance and Directive 2006/48/EC of the European Parliament and of the Council of 14 June 2006 relating to the taking up and pursuit of the business of credit institutions (recast) (7) regulate situations in which a natural or legal person has taken a decision to acquire or increase a qualifying holding in a credit institution, assurance, insurance or re-insurance undertaking or an investment firm. The legal framework has so far provided neither detailed criteria for a prudential assessment of the proposed acquisition nor a procedure for their application. A clarification of the criteria and the process of prudential assessment is needed to provide the necessary legal certainty, clarity and predictability with regard to the assessment process, as well as to the result thereof. The role of the competent authorities in both domestic and cross-border cases should be to carry out the prudential assessment within a framework of a clear and transparent procedure and a limited set of clear assessment criteria of strictly prudential nature. It is therefore necessary to specify criteria for the supervisory assessment of shareholders and management in relation to a proposed acquisition and a clear procedure for their application. This Directive prevents any circumvention of the initial conditions for authorisation by acquiring a qualifying holding in the target entity in which the acquisition is proposed. This Directive should not prevent the competent authorities from taking into account commitments made by the proposed acquirer OJ L 145, 30.4.2004, p. 1. Directive as last amended by Directive 2006/31/EC (O] L 114, 27.4.2006, p. 60). OJ L 177, 30.6.2006, p. 1. Directive as amended by Commission Directive 2007/18/EC (O] L 87, 28.3.2007, p. 9).