Article 42
Subject to Article 85, the transfer referred to in the first subparagraph may take place without obtaining the consent of the shareholders of the institutions under resolution or any third party other than the bridge institution, and without complying with any procedural requirements under company or securities law.
For the purposes of the asset separation tool, an asset management vehicle shall be a legal person that meets all of the following requirements:
it is wholly or partially owned by one or more public authorities which may include the resolution authority or the resolution financing arrangement and is controlled by the resolution authority;
it has been created for the purpose of receiving some or all of the assets, rights and liabilities of one or more institutions under resolution or a bridge institution.
Member States shall ensure that the operation of an asset management vehicle respects the following provisions:
the contents of the asset management vehicle’s constitutional documents are approved by the resolution authority;
subject to the asset management vehicle’s ownership structure, the resolution authority either appoints or approves the vehicle’s management body;
the resolution authority approves the remuneration of the members of the management body and determines their appropriate responsibilities;
the resolution authority approves the strategy and risk profile of the asset management vehicle.
Resolution authorities may exercise the power specified in paragraph 1 to transfer assets, rights or liabilities only if:
the situation of the particular market for those assets is of such a nature that the liquidation of those assets under normal insolvency proceedings could have an adverse effect on one or more financial markets.
such a transfer is necessary to ensure the proper functioning of the institution under resolution or bridge institution; or
such a transfer is necessary to maximise liquidation proceeds.
The institution under resolution shall be obliged to take back any such assets, rights or liabilities.
Resolution authorities may transfer rights, assets or liabilities back from the asset management vehicle to the institution under resolution in one of the following circumstances:
the possibility that the specific rights, assets or liabilities might be transferred back is stated expressly in the instrument by which the transfer was made;
the specific rights, assets or liabilities do not in fact fall within the classes of, or meet the conditions for transfer of, rights, assets or liabilities specified in the instrument by which the transfer was made.
In either of the cases referred in points (a) and (b), the transfer back may be made within any period, and shall comply with any other conditions, stated in that instrument for the relevant purpose.
Member States may further limit the liability of an asset management vehicle and its management body or senior management in accordance with national law for acts and omissions in the discharge of their duties.