ECB Closes the Door: What It Means for Asset Management M&A

The European Central Bank’s tough stance on the Danish Compromise could curb banks’ ambitions in the asset management M&A space.

ECB Moves to Tighten Regulatory Interpretation

The European Central Bank (ECB) has effectively closed a regulatory loophole that many believed would encourage a surge in mergers and acquisitions (M&A) within the asset management industry. Known as the Danish Compromise, the accounting rule was previously viewed as a gateway for banks to pursue acquisitions with reduced capital requirements. However, the ECB’s latest actions suggest that such expectations may have been premature.

Danish Compromise: A Tool Now Under Scrutiny

The Danish Compromise, first proposed in 2012 when Denmark was the EU Council’s president, was intended to reduce capital requirements on banks expanding into the insurance sector, which is heavily regulated. The rule made it more financially feasible for banks to own insurance companies by allowing them to partially deduct their insurance assets when determining total capital needs.
What started as a temporary measure has since been made permanent in early 2025. The move sparked hopes that this favorable treatment could also apply to asset management takeovers carried out via banks’ insurance arms. However, the ECB now vehemently disagrees with this view.

ECB Pushback Alters M&A Landscape

In recent weeks, the ECB’s supervisory wing has objected to the use of the Danish Compromise in two significant transactions involving eurozone banks. These include BNP Paribas SA’s attempt to acquire Axa Investment Managers via its insurance division and Banco BPM SpA’s similar ambitions in the asset management domain.

Analyst Suvi Platerink Kosonen from ING Groep NV highlighted in a recent note that this development could act as a “slowing factor” in M&A activity across the financial sector. The ECB’s decision introduces uncertainty, particularly for banks planning to leverage this capital-efficient route for expansion into asset or wealth management.

Banco BPM and BNP Paribas Are Taken By Surprise

BNP Paribas informed on Monday that the European Central Bank had given disapproval over its plan to utilize the Danish Compromise for the acquisition of Axa IM. Banco BPM also announced that the ECB had provided it with negative feedback about how it had implemented the rule to a similar transaction.
Despite the ECB’s reservations, both banks have clarified that the central bank’s opinion is not yet final. Banco BPM further emphasized that discussions are ongoing and the final verdict lies with the European Banking Authority (EBA), which retains the ultimate regulatory authority.

A Shift in Capital Expectations

The financial calculations associated with these acquisitions seem to have been thrown off by the unanticipated pushback. According to BNP Paribas, the agreement with Axa may have a more substantial effect on its Common Equity Tier 1 (CET1) capital ratio—by about 35 basis points as opposed to the originally anticipated 25 basis points—if it were not granted preferential treatment under the Danish Compromise.
BNP’s statement also revised its return expectations from the acquisition in light of the potential regulatory setback. Just a few days later, Banco BPM CEO Giuseppe Castagna, who had previously voiced confidence in the ECB’s approval, was confronted with a different reality.

ECB’s Clarification on Rule Scope

In a recent interview with Bloomberg News, ECB’s head of banking supervision Claudia Buch clarified the central bank’s stance. She stated unequivocally that the Danish Compromise was intended specifically for insurance businesses, not for asset management companies or similar entities. This interpretation could significantly narrow the rule’s application and limit its perceived benefits in deal making strategies.

Analysts Re-evaluate Future M&A Strategy

Just last September, analysts from Mediobanca SpA had viewed the rule’s permanence as a game-changer, predicting it would “open new and wider M&A frontiers for banks.” The ECB’s recent actions, however, signal a much narrower interpretation, deflating those earlier predictions.
Nevertheless, whether or not they obtain the intended capital treatment, BNP Paribas and Banco BPM have both reaffirmed their resolve to proceed with the purchases. Their decisions suggest that strategic imperatives remain intact, even if regulatory dynamics shift the financial equation.

Final Thoughts: Regulatory Clampdown May Redefine Expansion Pathways

The ECB’s resistance to the broad application of the Danish Compromise sends a clear message to Eurozone banks: capital relief through creative structuring has its limits. While the rule may continue to offer benefits within the insurance sphere, its use as a catalyst for asset management consolidation now appears doubtful.
Banks like BNP Paribas and Banco BPM must recalibrate their acquisition strategies and reassess the capital impact of such deals. As regulators tighten the screws, the landscape of cross-sector expansion could become far more complex than initially anticipated.

The image added is for representation purposes only