European banking consolidation is not a cyclical phase, but a structural director of the Banking Union. Stricter capital requirements, centralised supervision, margin pressure, digital transformation and global competition have made the scale a condition of sustainability, not a strategic option.

In this context, mergers between systemic institutions are not just industrial choices. They are financial architecture interventions: they redefine market balances, governance and resilience capacity of the system. When the size becomes a lever of stability, the concentration transcends the interest of shareholders and affects economic public order.

Over the past 30 years, and with acceleration after the financial crisis, mergers and

Acquisitions have become an ordinary tool for reorganising the sector. Stricter capital requirements, more effective prudential supervision, increasing compliance and reporting burdens, margin pressure and digital transformation have raised the minimum threshold for industrial sustainability. The scale is not an accessory advantage today: it is a condition to absorb fixed costs, invest in technology, support risk management and preserve profitability over time.

The balance, however, is not reduced to the search for efficiency. Classic demand remains open: more concentration means less competition and with what effects on financial stability. Experience and the latest doctrine suggest that mechanically applying structural criteria to banking is misleading. The sector is strongly regulated, capital intensive, marked by informative asymmetries and tight prudential constraints. In this context the size can generate market power, but can also produce real efficiencies, innovation capacity and

The modern assessment focuses on the concrete effects of the operation, the possibility of unilateral power, the risk of coordinated behaviour and the presence of verifiable and transferable efficiencies.

The European surveillance system is clearly on this axis.

consolidation operations are market choices, but are subject to

prudential scrutiny because their outcome affects the safety and soundness of the system. The supervisor does not judge the industrial goodness in abstract, checks that the resulting entity is sustainable over time, adequately capitalized, with effective governance and capable of managing the risks of integration. Creditable business plan, conservative assumptions, asset quality, discipline of capital, robust funding, management of operational risk and IT integration are not elements ancillary: they are the core of post-operation sustainability.

In addition, a macrofinancial context is added which makes integration even more necessary and, at the same time, more complex. Recent geopolitical and economic shocks have changed investment incentives and financing conditions, while the progress of European financial integration remains uneven. Fragmentation persists, cross-border banking is limited and the Banking Union is not fully completed.

The technology amplifies network economies and scale advantages, making critical mass even more decisive.

The point, therefore, is not to choose between competition and stability.

sustainable balance between both, with a granular assessment of impacts and a prudential discipline that neutralizes the risks of execution and organisational complexity. In this perspective, the concentration between relevant institutions ceases to be an exclusively proprietary issue. When the dimension becomes a lever of stability, the concentration transcends the interest of shareholders and affects the economic public order, because it redesigns the ability of the system to absorb shocks, allocate credit and support competitiveness in the long term.

In the context of the economic crisis, the consolidation of the banking system is part of a fundamental institutional tension between freedom of economic initiative and the protection of savings as a constitutionally guaranteed interest.

Article 47 of the Constitution states that the Republic encourages and protects savings in all its forms and disciplines, coordinates and controls the exercise of credit, favouring the access of popular savings to property and investment in large production complexes. Credit is therefore not a merely private activity, but a public function, instrumental to economic stability and the development of the country.

In this context, consolidation between relevant institutions cannot be read only as an industrial operation. If the larger dimension strengthens asset soundness, ability to absorb shocks and continuity in credit delivery, it directly affects the protection of savings and efficiency of intermediation.

When the dimension becomes a lever of stability, the concentration transcends

The interest of shareholders and affects economic public policy, because it redesigns the system's ability to absorb shocks, allocate credit and support competitiveness in the long term.

It is in this context that the operation between Monte dei Paschi di Siena and

Mediobanca.

The Board of Directors of BMPS approved the integration of Mediobanca by incorporation, with consequent revocation from the listing. The activities of corporate and investment banking and private banking will be incorporated into a company wholly controlled by BMPS that will retain the name . .p.A.Mediobanca, preserving a trademark of primary standing and a capital of competence recognized in the market. In the same perimeter will include the participation in Assicurazioni Generali S.p.A.

The new configuration of the Group aims to fully exploit industrial synergies, strengthen profitability and protect the

distinctive professionalism, according to a clear and consistent operational model with best governance practices.

The Board of Directors of Mediobanca took note of the determinations assumed by BMPS and resolved to start the activities necessary for the merger and the consequent delisting, in compliance with the rules applicable to transactions with related parties and legal obligations, by appointing its legal and financial advisors.

The operation takes on a importance that transcends the industrial perimeter.

Overcoming Mediobanca's widespread ownership structure, a rare experience in the Italian context, brings back to the centre the issue of the contestability and stability of listed companies without a controlling shareholder. The shareholders' dynamics connected to the proposal on Banca Generali have highlighted the limits of the current discipline of conflicts in the assembly and the structural fragility of the widespread owners' balances.

The case confirms a well-known but not resolved reality: in the absence of strict safeguards against the extraction of private benefits of control and an institutional context fully neutral with respect to the ownership structures, the property tends to re-focus. It results in a direct impact on the ability of the capital market to support growth, management and authentic separation between ownership and management.

In this sense, the MPS Mediobanca operation is not only a

strategic transition for the two institutions, but an indicator of the trajectory of the

Italian capitalism and its relationship with the market, control and state.

The MPS operation is not only an industrial combination. It is a proof of the holding of the Italian corporate control model in a sector, the banking one, in which the market proposes but the ordering filters, authorizes and, if necessary, conditions. In this sense it becomes an indicator of the trajectory of national capitalism and its relationship with three forces that in Italy have never stopped interweaving: market, control, state.

Applying the relevant institutions to the Mediobanca case, the logic chain is unified and, above all, hierarchical.

The point of entry is the market tool.

form of the financial and information transaction, with immediate effects on price, contensibility, expectations and order of the share ownership. Here the quality of the transaction is decided before its legality: structure of the consideration, implicit premium, sustainability of the exchange, ability to obtain membership without destabilising governance. In an institution like Mediobanca, the data

The Commission is not in a position to take a decision on the matter.

The assembly and, by reflection, the board line.

From here we move to the corporate effect. The acquisition of control, according to art. 2359 c.c., is not an arithmetic threshold but a fact of stable power. Control means direction, appointment, strategic agenda. In banking also means risk setting, capital allocation, funding policies, asset quality. It is the reason why the civilistic category is immediately absorbed in a perimeter advertising.

This is where the determining filter is inserted.

Prior authorisation of acquisitions of qualifying holdings and, in any case, any transaction suitable to determine significant control or influence. The logic is prudential, not formal. The authorisation is issued by the ECB on a proposal of the Banca d'Italia within the MMU. The control, therefore, is not only a right of shareholders, but a regulatory event. The ordering claims to verify, before the power is consolidated, whether the potential buyer is compatible with sound and prudent management. The criteria are substantial: reputation and reliability of the buyer, financial soundness of the project, adequacy of the representatives who will govern

The following information shall be provided:

This approach is consistent with the guideline expressed by the Guide on the supervisory approach to consolidation in the banking sector. European supervision clarifies that consolidation is market initiative, but the supervisor must verify two conditions. The first is the immediate compliance with prudential requirements at the time of implementation. The second is the prospective sustainability of the business model, i.e. the ability to remain compliant over time without resorting to optimistic assumptions, forced growth of employment or cosmetic synergies.

a net expectation is due: credible and documented industrial plan,

integration governed by clear decision-making chains, unified risk management in compatible times, operational risk control and, in particular, IT integration. The same logic is reflected on capital profiles. The determination of P2R and P2G generally starts from a weighted average of the existing levels, but can be corrected according to the combined risk and the risks of execution. Even the possible badwill is not a distributive lever, but a prudential resource that the supervisor is

wait to be used to strengthen the project, cover integration costs, investments, conservative corrections. First it stabilizes, then it pays.

Only after this process, if necessary, will the structural phase be opened. The merger ex art. 2501 ss. c.c. is the act of definitive consolidation and can be done by the formation of a new company or by incorporation. It is not merely a final fulfillment, it is the crystallization of the industrial perimeter and long-term governance. And it remains bound to the typical limits of the institution, including the prohibition of participation in the merger for companies in liquidation that have begun the distribution of the assets, because the transaction

requires continuity and non-disclosure.

In control room, the correct reading is therefore this. L'OPS is the vehicle. Control is the effect. The prudential authorization is the condition of substantive legitimacy. Fusion is, if necessary, the architectural closure. The really revealing point, for Italian capitalism, is that the centre of gravity is no longer in the dialectic between shareholders only. It is in the ability to present a project that, besides being contestable and financially consistent, is compatible with the European perimeter of supervision, with solid governance and with risk management at the height.

This is the line of discrimination between power operation and system operation. The first lives of tactical levers and short consent. The second holds only if the post-operation arrangement is bankable in full sense: capital, governance, risk culture, integration. And today, in the banking sector, bankable means first of all permissible.

The due diligence law must be totalizing and integrated with an audit

The survey on the quality of assets, the consistency of the deteriorated loans, the contractual obligations in place, the outstanding of derivatives and critical outsourcings is essential. MAC clauses should be conservatively calibrated for the banking sector and articulated by categories: assets, regulatory capital, significant deterioration of assets, regulatory events and sanctions, loss of licenses, liquidity shocks.

representations and warrants must cover corporate regularity, asset quality, regulatory compliance, litigation and relations with authorities on a regular basis. The definition of basketball, cap and survival period, as well as the rules of escrow and compensation mechanisms, is the core of the post-closure risk allocation. For banks, some essential guarantees must continue until the checks required by supervision are closed.

MERGER AGREEMENTS, FRAMEWORK AGREEMENTS AND RISK Allocation:

The MERGER AGREEMENT acts as a supplement framework. In addition to the termination of consideration and representations, it must regulate transitional governance, integration plan, staff processing, management of the exposed legacy and remedies for default. The risk allocation is the heart of the extraordinary transaction. In banking, regulatory and asset risks are treated with caution: compensation, escrow, price adjustments and operational commitments serve to transfer risks and to encourage compliance with integration plans. Breakfee and reverse breaks fees must be calibrated according to the risk of implementation and the probability of non-authorisation. In cases where badwill is recognised as a valid asset, constraints on its destination must be agreed: not as an immediate source of distribution but as a resource to strengthen the asset strength, cover integration costs and conservative adjustments.

Fiscal effects:

In such a transaction, it cannot be overlooked that the combination of MPS and Mediobanca has not only corporate and regulatory effects, but also legal and tax effects of systemic importance, affecting the structure of the group for the purposes of direct taxes, the treatment of tax losses and the Deferred Tax Assets, the neutrality of extraordinary transactions under TUIR and the establishment of post-merger legal liabilities, with implications that must be assessed ex ante and integrated in the financial modelling and contractual risk allocation.

All previous analyses converge on a simple but rigorous checklist that the board must be able to support with verifiable documents and stressed scenarios:

a) Capital and liquidity: the project must ensure CET1 and funding levels

This is compatible with the adverse scenarios, taking into account P2R and P2G and the impact of integration operations.

b) Governance and skills: the new management structure must demonstrate

robust skills in risk management, compliance, IT, recovery planning and operational integration; appointments must pass the verification of good repute and professionalism required by the supervision.

c) Execution and control: existence of a detailed integration plan, with measurable milestones, clear responsibilities, mandatory reporting to the board and contractual commitments that translate into criminal penalties and remedies deviations from agreed targets.

If, therefore, the legitimacy of the transaction is rooted, first, in the prudential verification of sustainability and compatibility with the European supervisory order, it does not end in this dimension. Alongside the filter authorization ex art. 19 TUB operates a separate regulatory control, precisely of the financial markets, aimed at ensuring the transparency of the ownership structure and the correct formation of informed consent of the investors.

Control, in this perspective, is not only an event subject to prudential scrutiny, but also a market fact, governed by the rules on the contestability and advertising of the relevant holdings. It is in this context that the questions concerning concerted action and the information obligations provided by the Consolidated Law of Finance are placed.

With reference to the public offer of exchange promoted by MPS on Mediobanca, the story has evidenced that the initiative could not be evaluated only in the light of the prudential profiles, but it imposed an analysis of the participatory dynamics underlying the operation, from which has resulted a complex judicial case. The attention has progressively shifted on the relational dynamics interspersed between certain relevant shareholders and, in particular, on the possible existence of a coordination between subjects formally autonomous, united by a

convergence of interests likely to affect the balance of the initiative.

The question is not limited to the mere coincidence of choices or parallelism of conducts \ \ physiological phenomena in financial markets \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \

Case law and supervisory practice distinguish between mere occasional convergence of interests and structured cooperation resulting from a unitary design.

The investigation hypothesis concerned in particular the positions of shareholders such as the Caltagirone and Delfin group (holding attributable to the Del Vecchio family), already significantly present in the capital of Mediobanca. According to the reconstruction proposed by the Milan Public Prosecutor's Office, these subjects would have operated in a coordinated way in supporting and guiding the operation promoted by MPS, also through a stable convergence of voting and strategy.

It is on this alleged unitity of action that the subsequent questions relating to the qualification of holdings and the correctness of the communications to the competent authorities arise.

From the point of view of market surveillance, the point of view of the case concerns the compliance with the reporting obligations of the relevant holdings and, more generally, the obligations of transparency towards the market and the supervisory authority provided for by the Consolidated Law of Finance. The discipline contained in Legislative Decree 58/1998 does not limit itself to regulating the time of the public offer, but instead presides over the knowledge of the positions of power within listed companies, since in the financial markets the legitimacy of the transaction also passes through the full intelligibility of the centres of influence that support it, as a prerequisite to guarantee equal information between investors and regular functioning and integrity of the market.

According to art. 120 TUF, anyone who comes to hold a holding above certain percentage thresholds of the share capital of a listed issuer is required to notify CONSOB and the related company. The ratio of the provision is to make the emergence of positions potentially capable of affecting the governance balance or corporate control recognizable to the market. This obligation does not take on merely formal importance but is based as a determining principle in the supervisory system, as it allows the authority to

monitor any concentrations of economic power.

The picture is complicated when more subjects, though formally

independent, act jointly, cooperating on the basis of an agreement, including tacit, aimed at supporting or guiding the operation of public offer of exchange. In this scenario would apply the rules of concerted action pursuant to art. 101-bis TUF. Participations held by concert players should be charged against the same account as art. 109 TUF, with the consequence that the verification of the exceeding of the relevant thresholds should be carried out considering the overall participation thus determined.

In the transaction under consideration, the possible exceeding of the 30% threshold by virtue of coordination would not in principle preclude the structuring of the offer by share exchange, but would have required compliance with the substantive and procedural constraints of the mandatory public offer referred to in Article 106 of the Treaty. This discipline would entail the promotion of a bid addressed to all shareholders, respecting the principle of equal treatment. The offeror would therefore have been obliged to guarantee a fair consideration, established in accordance with the criteria laid down by law and implementing legislation. If such consideration consisted of financial instruments, the offeror would have had to provide an alternative in cash that would have been

allow shareholders to exit the investment with adequate protection.

It follows that the possible relevance of the concert would not have made it impossible to proceed with the L'OPS, but would have required the transaction to comply with the substantive and procedural requirements of the mandatory public offer, to protect minority members and market transparency.

In addition to the discipline of the relevant holdings, Article 114 of the TUF also takes on importance, which imposes an obligation on issuers to inform the public in a correct, complete and timely manner in relation to inside information directly related to the company. Although this provision primarily concerns the communication of price sensitive information, it is part of the same systematic design aimed at ensuring the integrity and reliability of the market. The correct representation of the participatory dynamics and of any agreements between shareholders is therefore placed in the widest transparency obligation that permeates the discipline of the financial markets.

The primary legislation is specified by the Issuers Regulation (Consob Resolution no. 11971/1999), which regulates the modalities, terms and contents of communications, as well as some important presumptions in the field of concerted action. Such implementing regulations strengthen the idea that the transparency of ownership structures constitutes a structural element of the market organization, especially in transactions characterized by significant systemic importance, such as those involving important banking institutions.

In this perspective, the investigative hypothesis is not limited to questioning the

existence of an agreement between shareholders, but raises a wider question: whether, within the framework of the MIPS-Mediobanca, the market has been able to have complete and truthful information on the real underlying balance of power

The legal problem under consideration is the possible difference between the formal autonomy of the participations and the substantial unitity of the action.

The possible configurability of an unreported concerted action within the framework of the MPS operation is not only administratively recognised by the discipline of the relevant holdings but also criminally, insofar as it may have affected the correctness of the communications made to the supervisory authority. The concert itself does not constitute an incriminating case; it is considered criminal only as a factual assumption of conduct typical of the system, where the possible omission or alteration of information has actually compromised the exercise of the control functions.

The central regulatory reference is Art. 2638 of the Civil Code, which punishes those who expose material facts which do not correspond to the true or hidden information due to the public supervisory authorities, when such conduct is suitable to hinder their activity. The structure of the case therefore requires three elements: (i) a discrepancy between substantive reality and formal representation; (ii) the concrete suitability of the conduct to compromise the supervisory function; (iii) the existence of the dole. In this perspective, the possible failure to declare a material coordination between shareholders could take on criminal importance only if it is established that the

communications given to CONSOB have represented in an incomplete or untrue way the actual configuration of participatory structures, affecting the possibility for the authority to exercise consciously its powers of control.

In the case of MPS .Mediobanca, the Public Prosecutor of the Republic of Milan has assumed the existence of a 'concert occulto ' between certain relevant subjects, considering that such coordination would not have been adequately communicated to the market and the competent authorities. On this basis, the hypothesis of crime has been formulated attributable, inter alia, to the obstacle to the exercise of supervisory functions and to other typical cases of the criminal law of the economy. The concerted action assumes, in this reconstruction, a central function: not as an autonomous unlawful, but as a structural element capable of affecting the truthfulness and completeness of the system

information checked.

At the same time, on the administrative side, the checks made by Consob would not, at the level of the evidence examined in the supervisory framework, reveal sufficient evidence to establish that there is a concerted action for the purposes of applying the discipline of the relevant participations and the public offer.

This divergence between administrative evaluation and accusatory hypothesis does not necessarily imply a systematic contradiction: the two plans operate in fact with different purposes and testimonial standards. While CONSOB is called to verify the existence of the conditions for the activation of remedies and administrative sanctions, the judicial authority must ascertain, with the rigour proper to the criminal process, the existence of a typical conduct, the offensive suitability and the subjective element required by the criminal law.

As regards the state of the proceedings, the most recent news sources indicate that the criminal investigation is still ongoing, without any definition of referral to trial or storage, and that the issue has continued to have effects on reputational and governance (e.g. in the debate on the position of the MPS CEO). Therefore, on the ...notationistic level , the outcome to date can be consolidated is the following: (i) the concerted action constitutes the fulcrum of the accusatory reconstruction as a pre-condition of possible violations of the information obligations and/or obstacle to supervision; (ii) CONSOB, as far as reported, would not have established the concert for administrative purposes; (iii) the story remains open and the definitive assessment of the criminal importance of the conducts will depend on the evolution of the investigation and on the possible crystallization of the disputes in the procedural.

The tension between CONSOB's assessment and the prosecution hypothesis of the Public Prosecutor's Office shows that the qualification of participatory dynamics can affect not only the discipline of the thresholds and public offers, but also the substantive legitimacy of the transaction in the eyes of the market. In transactions of systemic importance in the banking sector, the correct representation of the control structures is, in fact, an essential prerequisite for the investor's confidence and for the smooth functioning of the financial system as a whole.

In summary, MPS operation is not a simple combination

Industrial: it is a system passage.

The scale is not a strategic option but a condition for sustainability today. However, in banking the size is neutral until it is supported by robust capital, credible governance, strict operational integration and full compatibility with the European prudential perimeter. L

The merger is the final consolidation act.

The discrimination remains one only: power operation or system operation. The first one is exhausted in the conquest of the ownership structure. The second shows prospective sustainability, discipline in the use of capital, prudent management of badwill, integration of IT without fractures, risk culture unified and industrial plan stressed on adverse scenarios.

In a sector where credit is a public function and the protection of savings is a constitutional garrison, control is not only a shareholder's right: it is a regulatory and systemic event. Therefore, the real metric is not the percentage acquired, but the ability of the resulting group to remain permissible, bankable and resilient over time.

If the transaction is able to combine market, control and prudential discipline,

The Commission has already made a number of proposals for the introduction of a new system of taxation, which will be a structural strengthening of the system, and if not, it will only be a highly complex restructuring of the system.

In boardroom, the conclusion is linear: in contemporary banking, the dimension creates value only when it creates stability. Everything else is tactical lever.