Article 29

Directive (EU) 2025/1 of the European Parliament and of the Council of 27 November 2024 establishing a framework for the recovery and resolution of insurance and reinsurance undertakings and amending Directives 2002/47/EC, 2004/25/EC, 2007/36/EC, 2014/59/EU and (EU) 2017/1132 and Regulations (EU) No 1094/2010, (EU) No 648/2012, (EU) No 806/2014 and (EU) 2017/1129 (Text with EEA relevance) · European Union

1. Subject to paragraph 3, Member States shall ensure that, where resolution authorities seek to apply the sale-of-business tool, or sell a bridge undertaking, or its assets, rights or liabilities, the undertaking under resolution, the bridge undertaking or the assets, rights, liabilities, shares or other instruments of ownership concerned are marketed in accordance with the requirements set out in paragraph 2. Pools of rights, assets and liabilities may be marketed separately. 2. Without prejudice to the Union State aid framework, the marketing referred to in paragraph 1 shall comply with the following requirements: it shall be as transparent as possible and shall not materially misrepresent the assets, rights, liabilities, shares or other instruments of ownership of the undertaking or bridge undertaking that a resolution authority intends to transfer; it shall not unduly favour, or discriminate between, potential purchasers; it shall be free from any conflict of interest; it shall not confer any unfair advantage on a potential purchaser; it shall take account of the need to effect a rapid resolution action; it shall be aimed at maximising, as far as possible, the sale price for the shares or other instruments of ownership, assets, rights or liabilities involved. Those requirements shall not prevent resolution authorities from soliciting particular potential purchasers. Any public disclosure of the marketing of an entity referred to in Article 1(1), points (a) to (e), or of the bridge undertaking that would otherwise be required in accordance with Article 17(1) of Regulation (EU) No 596/2014 may be delayed in accordance with Article 17(4) or (5) of that Regulation. 3. Resolution authorities may adopt a reasoned decision not to comply with the requirement to market a sale where they determine that compliance with the requirements laid down in paragraph 2 would be likely to undermine one or more of the resolution objectives.

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Source: EUR-Lex (Cellar) · retrieved 2026-10-14 · Text as adopted (Official Journal); later amendments are not incorporated in this text.