CRD VI：非欧盟银行的关键考虑因素

July 2026 The implementation of the Capital Requirements Directive VI (CRD VI) represents one of themost significant regulatory developments affecting third-country banks operating in the EU.With member states required to transpose CRD VI by 10 January 2026, and the new third-country branch regime applying from 11 January 2027, attention has recently focused on 11 July2026, which marks the practical deadline for many institutions wishing to ensure that existingcross-border banking relationships are capable of benefiting from the grandfathering provisions. For non-EU banks with European clients, this is an important opportunity to review existing documentation and futurebusiness models. Grandfathering The treatment of novation with respectto grandfathering The most pressing issue for financial institutions concernsgrandfathering. CRD VI contains transitional provisionsdesigned to preserve existing contractual relationships thatwere entered into before the new regime becomes fullyoperational. While the precise implementation will depend onindividual member states, the policy objective is clear: existingcross-border banking services should not be unnecessarilydisrupted merely because a third-country bank would, underthe new rules, require authorisation or a third-country branchto continue carrying on certain activities. However, theprotection is not unlimited. Material amendments to legacytransactions after the relevant cut-off date may jeopardisegrandfathered status, particularly where changes are viewedas creating a new contractual relationship rather than simplyadministering an existing one. How novation is used in the context of loan participationis also attracting attention. Novation is frequently usedin syndicated lending to transfer participations betweenlenders. Under English law, a novation extinguishes theexisting contractual relationship and creates a new onebetween the borrower and the incoming lender. The questiontherefore arises as to whether an incoming financial institutionparticipating through a novation after the grandfathering cut-off can itself rely upon grandfathering. The issue is important because, unlike an assignment, anovation typically results in the incoming institution becominga lender of record under a newly constituted contractualrelationship. A regulator could therefore conclude that theincoming bank is entering into a new lending arrangementafter the relevant grandfathering date, preventing reliance onthe transitional provisions. While there remains debate withinthe market, many institutions are approaching post-cut-offnovations cautiously and considering alternative transfermechanisms where commercially feasible. Careful analysisof both the governing law documentation and the relevantnational implementation measures will be essential beforeassuming that grandfathering continues to apply followinga transfer. This has led many non-EU banks to undertake extensivereviews of their European loan portfolios before the 11July deadline. Banks are identifying facilities that mayrequire amendment in the coming years, and consideringwhether documentation should be updated now whilegrandfathering remains available. Amendments extendingmaturity, increasing commitments or fundamentallychanging commercial terms may attract particular scrutiny.By contrast, operational changes that merely facilitate theadministration of an existing facility are generally viewed aspresenting lower risk, although the legal analysis remainshighly fact specific. Reverse solicitation Contacts As third-country banks consider alternative methods ofserving European clients, the issue of reverse solicitationhas become increasingly important. Reverse solicitation is aregulatory concept under EU financial services law that allowsa non-EU financial institution to provide services to an EUclient where the client has approached the institution entirelyon its own initiative, rather than because of any marketingor solicitation by the institution itself. CRD VI recognisesthat banking services provided exclusively at the unsolicitedinitiative of a client should not ordinarily trigger the third-country branch requirements. However, regulators haveconsistently interpreted reverse solicitation narrowly acrossseveral areas of European financial services legislation. Ranajoy BasuPartner, LondonT +44 20 7655 1226ranajoy.basu@squirepb.com Joywin MathewPartner, DubaiT +971 4 447 8719M +971 55 146 4040joywin.mathew@squirepb.com Nathan Menon Director, LondonT +44 207 655 1535nathan.menon@squirepb.com For non-EU banks, this means reverse solicitation shouldnot be viewed as a business model capable of supportingsystematic EU client coverage. Genuine reverse solicitationrequires that the client approaches the bank entirely on itsown initiative, without prior marketing, promotion or othersolicitation by the institution, or persons acting on its behalf.Follow-on services closely connected with the original clientrequest may be