Indirect Shareholdings in the Current Regulatory Framework of Bank Ownership Structures: The Role and Functions of Fiduciary Registration (Euro-Balkan Law and Economics Review)

Summary

• The article analyses indirect holdings in bank ownership, coordinating Articles 22 and 22-bis of the Italian Consolidated Banking Act (TUB) with European and supervisory rules.p.1
• The ownership rules were most recently reformed by Legislative Decree of 31 December 2025, No. 108.p.4
• Legislative Decree of 8 November 2021, No. 182 transposed CRD V, reformulated Article 22 TUB and introduced Article 22-bis on acquisitions acting in concert.p.6
• Article 22(1) of Directive 2013/36/EU applies the notification and prior assessment duty to qualifying holdings acquired directly or indirectly, without defining indirect holdings.p.9
• Prior authorisation under Article 19 TUB applies to holdings of at least 10 per cent of voting rights or capital, with changes at 20 per cent, 30 per cent or 50 per cent.p.13
• Under the reform, the ECB decides on qualifying holdings on a proposal from the Banca d'Italia, based on reputation, financial soundness and sustainability of the ownership structure.p.17

Key insights

1. European law treats the indirect holding not as a standalone category but as a way of acquiring or holding a qualifying holding, equivalent in prudential effect to a direct one.p.9
2. EBA, ESMA and EIOPA joint guidelines filled the gap by requiring supervisors to reconstruct the whole chain of holdings.p.10
3. Article 22(1)(a) TUB covers holdings held through controlled companies, fiduciary companies or nominees.p.14
4. Both static and dynamic fiduciary registration fall within the rules, as do real or fictitious interposition schemes.p.16
5. Article 22 TUB rebuilds the chain of holdings (vertical influence), while Article 22-bis targets coordinated behavior among several parties (horizontal influence).p.18
6. The multiplier criterion multiplies the percentages held at each link of the ownership chain to find the economic share attributable to the originating investor.p.24