Insights

What was once a technical corner of the Capital Requirements Regulation (CRR), suddenly found itself at the forefront of several high-profile European M&A transactions in 2025. The Danish Compromise, as the capital treatment under Article 49(1) CRR is commonly known, allows banks to risk-weight significant investments in insurance undertakings rather than deduct them from their own funds. With its application being subject to certain conditions and supervisory permission, the provision was, and to some extent still is, at the centre of a broader debate about group structures of banks, prudential consolidation and cross-sector M&A in the European Union.

On 18 March 2026 the European Commission published its proposed regulation introducing EU Inc., a new European corporate legal framework and the cornerstone of the "28th regime". EU Inc. provides a single, optional and harmonised set of corporate rules covering the entire lifecycle of a company, designed to make it easier to start, operate and grow a business in Europe. EU Inc. is presented as an answer to the needs of start-ups and scale-ups, but it is intended for all founders and companies that consider it suitable for their business model.

This is the March edition of the Competition Law in the Digital Age newsletter. Our quarterly publication provides insights on modern-day competition law developments in a bite-sized format.This edition focuses on:

Adyen N.V. has reached agreement on the acquisition of 100% of the shares in Talon.One, a leading customer engagement platform headquartered in Berlin serving 300+ global merchants, for a total purchase price of EUR 750 million. The purchase price will be paid in cash, with a significant part of the proceeds received by Talon.One's founders being reinvested into newly issued Adyen shares.

De Brauw advised HMH – a leading provider of equipment solutions in oil and gas drilling - on its IPO and on the Dutch law governed corporate reorganisation steps. HMH is a 50/50 joint venture between Baker Hughes and Akastor. With the completion of the IPO, HMH joins its two indirect parent companies on the public markets as a stand-alone listed entity.

De Brauw, alongside Morgan, Lewis & Bockius LLP, advised Nebius Group NV, a leader in AI infrastructure, in its successful closing of the offering of USD 4.34 billion convertible senior notes offering, divided into two series: the 1.25% notes due in 2031 and the 2.325% notes due in 2033.