Judgment (extracts);Judgment;Abstract — ECLI:EU:T:2024:460
Date: 2024-07-10
Language of the case: English
Court formation: Fourth Chamber
Subject matter: European Central Bank (ECB);Economic and monetary policy
Procedure: Action for annulment - unfounded;Action for annulment - inadmissible

summary of the existence, use and development costs of the software. As regards the software, he provided, inter alia, the login details of one of the many modules, the source code for a particular sub-module and screenshots. With regard to expenses for the development and maintenance of the software, he provided an Excel spreadsheet detailing the expenses and allocations to the respective funds, contracts and invoices of service providers, and extracts from the fund prospectuses. Those documents prove that the software exists, that it is used and that substantial development costs (USD 8.5 million) were incurred for external software engineers. The value of the software or the asset management activity is also demonstrated by the asset purchase agreement. That value was made plausible by the submission of the complete documentation for the three investment funds over three years, including financial reports proving the fees charged by PH or his asset management companies, with documents drawn up in Chinese being accompanied by certified translations. The proposed acquirers sent confirmations from entity G, the service provider managing entity C, which proved the number of shares acquired by the latter, the price per share and the overall value of the shares on the dealing days. PH asked entity F to instruct an auditor to draft a valuation report based on a recognised method for the business sold. By requiring an income approach, the ECB demands the impossible, because PH was no longer able to force entity F to deliver projections covered by professional secrecy. BaFin required information which was not in the gift of the proposed acquirers, namely the balance sheet of entity F. However, entity F is not required to publish its balance sheets under the law of the Cayman Islands and has provided, by way of courtesy, a letter containing an excerpt from its accounting journal. 251 According to Paragraph 14 of the InhKontrollV, headed ‘Financing, disclosure of all agreements’, a full and informative description and adequate and complete evidence of the existence and origin of the own funds and external funds which have been or are to be used for the acquisition or increase, as well as all agreements and contracts concluded in connection with the acquisition or increase, must be attached to the notifications. 252 Moreover, according to Section 9(2) of Annex I to the Joint Guidelines, headed ‘Information relating to the financing of the proposed acquisition’, the explanations on the specific sources of funding for the proposed acquisition are to include, inter alia, information on assets of the proposed acquirer or target undertaking which are to be sold in order to help finance the proposed acquisition, such as conditions of sale, price, appraisal and details regarding their characteristics, including information on when and how the assets were acquired. 253 Paragraph 14.5 of the Joint Guidelines states that the supervisory authorities of the target bank should also assess information regarding the source of the funds that will be used for the proposed acquisition, including both the activity that generated the funds, as well as the means through which they have been transferred, to assess whether that may give rise to an increased risk of money laundering or terrorist financing. Supervisory authorities should verify, inter alia, that information on the activity that generated the funds, including the history of the business activities of the proposed acquirer, and on the financing scheme is credible and consistent with the value of the deal and that the funds have an uninterrupted paper trail back to their origins, or other information that allows the supervisory authorities to resolve all doubts as to their legal origin. 254 Paragraph 14.6 of the Joint Guidelines states that, should the supervisory authority for the target be unable to verify the source of funds in the manner described in paragraph 14.5, it should consider whether the explanation provided by the proposed acquirer is reasonable and credible, having regard to the outcome of the proposed acquirer’s integrity assessment. 255 In the present case, the evidence produced by the applicants is not sufficient to call into question BaFin’s assessment, on which the ECB relied and according to which the value of the assets sold under the asset purchase agreement cannot be verified. 256 In particular, while it is not disputed by the ECB that the software sold under the asset purchase agreement exists and that it is of significant value, the documents produced by the applicants as regards that software, in particular those relating to its development costs, do not provide an estimate of its value. Similarly, the statement of entity G, the service provider managing entity C, which indicates the number of shares acquired, the price per share and the overall value of the shares, is not comparable to an auditor’s report and is not sufficient to confirm the value of the PH’s shareholding in entity D. 257 It is true that the auditor’s report produced by the applicants in order to assess the value of the assets sold under the asset purchase agreement does indeed indicate that, on a market approach, the value of the asset management company based on that software was assessed correctly. 258 However, first, that report also mentions, on page 6, that an income assessment could not be carried out because reliable and supportable profits or cash flow projections could not be provided. In that regard, even though the applicants claim that they could not require a third party to provide information covered by professional secrecy, the fact remains that that method of assessment could not be implemented. 259 Second, the applicants are not justified in claiming that the ECB required an income approach, given that, according to the BaFin proposal on which the ECB relied, in so far as the auditor’s report is based on public sources of information to assess the assets using a market approach, the companies to which the software has been compared cannot be fully compared with that software. The applicants have not adduced any evidence to call that finding into question. 260 Furthermore, the applicants do not dispute that the financing structure underlying the proposed acquisition and the respective flows of funds are very complex, involving a multi-layered network of offshore companies, mainly incorporated in the Cayman Islands, and that the involvement of those companies increases the risk of money laundering by facilitating the disguising of cash flows within the company structure. 261 In that regard, under the asset purchase agreement, one of the purchasers is entity F, a Cayman Islands company, which makes the payment through a 100% subsidiary, which is also incorporated in the Cayman Islands. PH’s shares in entity D, a Cayman Islands company, are held by him through holding company C, a British Virgin Islands company. PH obtained those shares in return for his sub-management services of three funds situated in the Cayman Islands. 262 The Court notes that, according to the second subparagraph of paragraph 14.4 of the Joint Guidelines, the context of the acquisition could give reasonable grounds to suspect that there will be an increased risk of money laundering or terrorist financing, for example, if the proposed acquirer is established in, or has relevant personal or business links itself (or through any family member or persons known to be close associates) with a country or territory the Financial Action Task Force identified as having strategic deficiencies that pose a risk to the international financial system or with a country or territory identified by the Commission as having strategic deficiencies in its national anti-money laundering or counter-terrorist financing regime that pose significant threats to the financial system. In any case, particular attention should be paid where the legislation of the third country does not permit the application of anti-money laundering and terrorist financing combating measures consistent with those applicable in the European Union. Competent authorities should also consider the relevant reports of organisations such as Transparency International, the Organisation for Economic Co-operation and Development (OECD) and the World Bank. 263 On the date of the contested decision, the Cayman Islands were included, first, on the list of jurisdictions actively working with the Financial Action Task Force to address the strategic deficiencies of their regimes to counter money laundering, terrorist financing and proliferation financing and, second, on the list of third countries which have strategic deficiencies in their anti-money laundering and countering the financing of terrorism regimes that pose significant threats to the financial system of the Union, established by Commission Delegated Regulation (EU) 2016/1675 of 14 July 2016 supplementing Directive (EU) 2015/849 of the European Parliament and of the Council by identifying high-risk third countries with strategic deficiencies (OJ 2016 L 254, p. 1), as amended by Commission Delegated Regulation (EU) 2022/229 of 7 January 2022 (OJ 2022 L 39, p. 4). 264 Thus, in view of the origin of the funds intended to finance the acquisition and the financing structure of the transaction – which is very complex and involves offshore companies established in, inter alia, a State with strategic deficiencies in its anti-money laundering and counter-terrorist financing regime – and the documents provided by the interested parties – which are indeed numerous, but which did not allow the value of the business sold to finance the proposed acquisition to be fully verified – the ECB did not make a manifest error of assessment in finding that the complete traceability of the origin of the funds intended for the proposed acquisition could not be verified. 265 In the fourth place, the applicants claim that anti-money laundering and counter-terrorist financing policies cover the businesses originally operated by the target bank and will be aligned with the relevant obligations when Asian clients are added. Given that the scale of that adaptation will depend on how the business actually develops, the ECB could not, at the stage of the proposed acquisition, make a blanket assumption that the requirements would not be met. Depending on the type, complexity and scope of the development of the business, it was instead necessary to reassess whether the requirements of Paragraph 25h KWG would be met in the future. 266 In that regard, the Court finds that neither the ECB nor BaFin assumed that the target bank would not meet the anti-money laundering and counter-terrorist financing requirements after the proposed acquisition. 267 As stated in paragraph 235 above, as regards the impact of the proposed acquisition on the target bank’s business model from the perspective of combating money laundering and terrorist financing, according to the BaFin proposal, on which the ECB relied, it will be necessary to ‘closely monitor’ how the target bank will tackle that increased risk and what organisational measures will be taken to mitigate adequately that risk. 268 In particular, as is apparent from pages 69 and 70 of the BaFin proposal, BaFin did not find any infringement of the provisions of Paragraph 25h of the KWG. As regards compliance with the prudential requirements relating to the business organisation, BaFin stated that, as far as concerns compliance with the provisions on combating money laundering and terrorist financing, even though the initial business plan provided only a very superficial description of the organisational and procedural measures, the proposed acquirers had provided additional information on 1 February 2022, in particular a draft of the envisaged anti-money laundering and counter-terrorist financing process and that the documents submitted were formally in accordance with German law. It concluded that it would be necessary to reassess in the future, depending on the type, complexity and scope of the development of the business, whether the requirements of Paragraph 25h of the KWG would be met. 269 In that context, the applicants’ argument that the ECB could not, at the stage of the proposed acquisition, assume that the anti-money laundering and counter-terrorist financing requirements would not be met after the proposed acquisition, must be rejected as ineffective. 270 The plea must therefore be rejected. 5. The first plea in law, alleging infringement of point 1 of the first sentence of Paragraph 2c(1b) of the KWG as regards the reliability of the proposed acquirers 271 Turning to the reputation of the proposed acquirers, the ECB found in the contested decision, as has already been stated, that neither the sub-criterion of integrity nor that of professional competence referred to in the Joint Guidelines was satisfied. 272 The applicants submit that, in its assessment of the proposed acquirers’ integrity of the proposed acquirers, the ECB unlawfully denied that the proposed acquirers had a good reputation. 273 The ECB, supported by the Commission, disputes that line of argument. 274 It is necessary to examine each of the factors taken into account by the ECB in its assessment of the integrity of the proposed acquirers. (a) Lack of clarity of the reasons for the proposed acquisition 275 In paragraph 2.4 of the contested decision, the ECB found that the reasons for the proposed acquisition and the reason for the investment remained unclear, despite several requests for clarification sent in that regard by BaFin. First, it observed that PH was willing to pay a purchase price above the net asset value of the target bank, despite EUR 4 million already having been contributed to the target bank. Second, it observed that PH was willing to invest in a credit institution which had not been active for several years, was subject to severe supervisory measures and required a complete new start of business. Third, it observed that PH was willing to invest in a credit institution which would create no comprehensible synergies with the other group of companies which he already controlled. Fourth, it observed that PH was prepared to use a considerable amount of his assets for the investment, without any business partners who would share the intrinsic risks of the proposed acquisition. Fifth, it observed that PH was prepared to implement a business plan with high uncertainty regarding its implementation, strategy and any type of economic benefit for him. 276 The applicants claim, first, that the ECB erred in law by failing to take into account the explanations provided in the administrative procedure. Second, the economic sense of an investment is not a criterion for assessing the good repute of the proposed acquirers. Third, in the reply, the applicants claim that the reasoning to the effect that the purchase of a company at a price above its net asset value raises doubts as to the motives of the acquirer is incorrect. Fourth, PH sold his asset management business during the qualifying holding procedure, with the result that it was no longer possible to leverage the synergy effects with the asset management company. 277 In the first place, the applicants claim that the ECB erred in law by failing to take into account the explanations of the proposed acquirers. The business plan submitted to BaFin clearly shows the reasons for the proposed acquisition. 278 The applicants claim that the target bank will bridge business between Europe and Asia and will exploit opportunities arising from the clear flight to safety of capital from China and other regions in Asia due to social unrest and the ongoing US-China trade war. Germany has garnered a reputation as an attractive, well-regulated market. Due to the limited choice of banks willing and able to serve SMEs in Asia and the excessive pricing of basic banking services, it has become difficult for SMEs ‘especially if they are non-resident or non-resident owned from Taiwan and elsewhere’ to open and maintain bank accounts throughout Asia. The proposed acquisition will enable PH’s group to provide a more complete service offering, retain existing clients and attract additional clients. 279 Contrary to what is claimed by the applicants, the ECB took into account the information provided by the proposed acquirers, in particular the extract from pages 24 to 27 of the initial business plan to which reference is made in the application, as evidenced, for example, by paragraph 1.6 of the contested decision, which sets out the reasons for the proposed acquisition as set out in the business plan. It nevertheless found that the motivation for the proposed acquisition was not clear for the reasons set out in paragraph 2.4 of the contested decision. 280 The argument must therefore be rejected. 281 In the second place, the applicants claim that the ECB’s assessment is based solely on the lack of economic justification for the proposed investment, whereas the economic justification for an investment is not a criterion for assessing the reputation of the proposed acquirers. 282 According to point 1 of the first sentence of Paragraph 2c(1b) of the KWG, which transposes Article 23(1)(a) of Directive 2013/36, the supervisory authority may prohibit the proposed acquisition of a qualifying holding if the facts justify the assumption that the person subject to a notification obligation or, in the case of a legal person, a statutory representative or a representative under the documentation establishing that legal person, or in the case of a trading partnership, a partner, is unreliable or, for other reasons, does not meet the requirements for the sound and circumspect management of the institution; where there is doubt as to the above, that provision is to apply where the facts justify the assumption that the funds raised to acquire a qualifying holding were obtained by means of an act that objectively constitutes a criminal offence. 283 First, the proposed acquirers were required to explain the reasons for the proposed acquisition. 284 Under point 1 of the fourth sentence of Paragraph 15(1) of the InhKontrollV, the information to be included in the business plan is to include the reasons for the proposed acquisition. 285 The Joint Guidelines provide, moreover, in paragraph 2 of Section 12 of Annex I that the strategic development plan should indicate the main goals of the proposed acquisition. They also state in point (f) of Section 7 of Annex I that the proposed acquirer must indicate to the supervisory authority the proposed acquisition price and the criteria used when determining such price and, if there is a difference between the market value and the proposed acquisition price, an explanation as to why that is the case. 286 Second, the lack of clarity in the reasons for the acquisition of a qualifying holding may give rise to doubts as to the integrity of the proposed acquirers. In particular, such a lack of clarity may lead the competent authority to question the real reasons for that acquisition. 287 The applicants’ line of argument must therefore be rejected. 288 In the third place, the applicants claim that the ECB’s reasoning that the purchase of a company at a price higher than its net asset value raises doubts as to the motives of the acquirer is incorrect, since it is common practice for investors to pay a mark-up for their investments. PH’s willingness to invest 40% of his assets in the target bank does not cast doubt on his integrity. 289 However, the Court finds that the applicants’ reasoning is general in nature. The applicants do not set out, in a sufficiently specific manner, the reasons why PH was prepared, in the circumstances of the present case, to make an investment at such a level in the target bank in conditions seemingly unfavourable in several respects, that is to say, at a price much higher than the value of the assets of the target bank, with no partner prepared to share the risk and without any possibility of synergies with his group. 290 In the fourth place, the applicants claim that PH sold his asset management business during the administrative qualifying holding procedure, with the result that it was no longer possible to exploit the synergy effects with the asset management business he owned previously. 291 In that regard, it is clear from page 29 of the initial business plan that the creation of synergies between PH’s group and the target bank was one of the reasons for the proposed acquisition. 292 When BaFin questioned the proposed acquirers about the synergy effects associated with the integration of the target bank into PH’s group, they stated, on page 5 of their replies to the questions of 10 July 2020, that no major quantifiable synergies were planned between the investment activities and the banking activities, which should be regarded as separate activities. 293 Although the applicants claim, for the first time in the reply, that the absence of synergies between PH’s group and the target bank is explained by the fact that PH sold his asset management business during the administrative procedure, the Court observes that the asset purchase agreement is dated 31 July 2019, that is to say, before the initial business plan was sent to BaFin. 294 In those circumstances, the sale of PH’s asset management business does not justify the apparent contradiction, as regards the synergies between his group and the target bank, between the initial business plan and the subsequent statement of the proposed acquirers in their replies to the questions of 10 July 2020. 295 In the fifth place, the Court finds that the lack of clarity in the reasons for the proposed acquisition was, in the present case, sufficiently serious to raise doubts as to the integrity of the proposed acquirers. In view of that lack of clarity, it was reasonable for the ECB to question the real reasons for the proposed acquisition. 296 The applicants’ line of argument must therefore be rejected. (b) The risk appetite of PH 297 In paragraph 2.5 of the contested decision, the ECB found that PH’s high risk appetite raises doubts as to the prudence of his intended investment. It found that the behaviour and statements made by PH gave the impression that he viewed the investment like any other (venture) investment made in the past outside the banking industry and did not take into account the particularities with regards to an acquisition of a controlling stake in a credit institution. That risky investment approach cast doubts as to whether the proposed acquirers would implement sound and prudent management and take the investment seriously in particular in light of the applicable regulatory framework and taking into account the situation of the target bank, that is to say, a credit institution which has not been conducting banking business for many years and is lacking the accordant basic business organisation. 298 The applicants submit that the view that finding that a high risk appetite raises doubts as to the prudence of PH constitutes an inadmissible assessment criterion and that, in any event, there is no basis for such a finding. It is impossible to know the basis for the ECB’s conclusion that PH made high-risk investments in the past. Furthermore, the previous business conduct of PH is an expression of low-risk behaviours, his business success being based on a quantitative trading software which he developed himself. That business was no riskier than what was normal and was compliant with the regulatory requirements. 299 The ECB maintains that it was entitled to take into account PH’s high risk appetite. Integrity requirements are not limited to the absence of ‘negative records’. Paragraph 2.5 of the contested decision does not call into question past investments of PH in the field of asset management, but such activities are not comparable to investment in a credit institution which is subject to strict regulatory requirements. The fact that, notwithstanding those limits, PH envisaged investing a large share of his wealth without a plausible explanation of a reasonable investment return in the short and medium term gave rise to concern that he viewed the proposed acquisition to be like any other (venture) investment made in the past outside the banking sector, which raised doubts as to whether the proposed acquirers would take the investment seriously in the light of the applicable regulatory framework. The proposed acquirers might, in the future, be more focused on trying to recoup their significant investment rather than on implementing sound and prudent management in line with legal requirements. That was evidenced by the fact that the business plan refers to growth plans, but makes very little reference to how the risk management and governance processes of the target bank should be adapted to the intended resumption of banking activities. The ECB refers, in general terms, to the arguments in the defence relating to the fourth plea (assessment of the target bank’s ability to comply with prudential requirements), as regards the definition of a business strategy, the processes for determining and safeguarding internal capital adequacy, internal control mechanisms, staffing and arrangements for outsourcing. 300 In the first place, as was stated in paragraphs 92 to 95 above, the Court must reject the applicants’ argument that it is impossible to know the basis for the ECB’s conclusion that PH made high-risk investments in the past. 301 In the second place, in so far as the applicants claim that the asset management business previously owned by PH was not risky, that argument must be rejected as having no factual basis, since, as stated in paragraph 91 above, PH’s lawyer stated that he was a risk-taking investor. 302 In the third place, the fact that the applicant has, in the past, behaved in accordance with the law in the context of his asset management business does not call into question the ECB’s assessment that PH’s willingness to invest a large share of his assets in the target bank without a plausible explanation of a reasonable investment return in the short and medium term shows a high risk appetite. 303 The applicants’ line of argument must therefore be rejected. (c) The poor quality of the information provided 304 In paragraph 2.6 of the contested decision, as stated in paragraph 96 above, the ECB found that the actions of the proposed acquirers, in particular the poor quality of the information provided, and the late and incomplete submission of the information required, also raised concerns as to whether the proposed acquirers possessed the necessary understanding of the importance of complying with the applicable regulatory framework. 305 In paragraph 2.12 of the contested decision, as stated in paragraph 99 above, the ECB provided clarification on the poor quality of the information provided. 306 In addition, on page 23 of the BaFin proposal, BaFin stated that, in the light of the poor quality of the business plan, it had doubts as to the awareness and understanding required by PH of the importance of complying with supervisory regulations. In the part of the BaFin proposal headed ‘Overall remarks’, on pages 33 to 35, and in the part of the BaFin proposal headed ‘Professional competence as controlling shareholder’, on pages 26 and 27, to which page 23 of the BaFin proposal refers, it stated that the documents provided throughout the procedure revealed a multitude of inconsistencies and missing details even after repeated requests. There was a lack of consistency when comparing different submissions (initial business plan, addendum and new financial documents), but also inconsistencies within one document (initial business plan). It also stated that the financial projections and envisaged governance structures showed that the significant growth assumptions expected by the proposed acquirers in all business segments were based on implausible assumptions, that the assumptions as to the bank’s staffing were unrealistic, that the total risk exposure amount had not been calculated in compliance with the requirements of Regulation No 575/2013 and that, in a number of aspects, the business plan did not comply with the business organisation requirements under Paragraph 25a of the KWG. 307 The applicants submit that the criticism in paragraph 2.6 of the contested decision is incorrect. 308 In the first place, as has been stated in paragraphs 182 to 190 above, the applicants’ line of argument that the ECB was incorrect in so far as it found that the growth expectations of the proposed acquirers were based on assumptions which are difficult to understand must be rejected. 309 Furthermore, the applicants do not put forward any evidence capable of calling into question the ECB’s finding that there were multiple inconsistencies between the various submissions of the proposed acquirers. 310 Consequently, the applicants are not justified in claiming that the ECB erred in finding that the information submitted by the proposed acquirers was of poor quality. 311 In the second place, the applicants claim that the allegation that the information submitted was incomplete cannot be taken into account, since BaFin confirmed that the notification was complete. The information cannot have been sent late, since the proposed acquirers were not informed of the deadlines set. 312 In that regard, it is common ground that BaFin acknowledged receipt of a complete notification, in accordance with Article 23(2) of Directive 2013/36, as transposed into German law. 313 The ECB nevertheless submits that the consideration relating to the late and incomplete submission of the required information must be understood as meaning that, initially, the proposed acquirers did not provide numerous documents and that they took more than one year to send all the missing information, despite several requests for additional information with specific deadlines, which were not met by the proposed acquirers. 314 The ECB contends that the initial notification, dated 9 April 2020, covered only PH, which demonstrated a lack of understanding of the requirements for acquiring a qualifying holding in a credit institution. Almost all the documents that have to be submitted by a proposed acquirer were either not submitted at all or were submitted in a way that did not comply with the legal requirements. BaFin informed PH on 8 May 2020 that his notification was incomplete and then, by letter of 19 June 2020, advised him that the business plan submitted was incomplete and asked PH to provide, inter alia, capital projections. After reminders from BaFin, the proposed acquirers supplemented the business plan on 12 October 2020 with a severe stress test scenario. By letter of 25 August 2020, BaFin informed PH that his initial notification and the notifications of 9 and 14 July 2020 from PI and PJ were still incomplete and asked him to comply with its request by 20 October 2020 at the latest. The documents sent in response to BaFin’s request of 25 August 2020 were not sufficient. In three communications between November 2020 and May 2021, BaFin informed PH that the notifications remained incomplete and asked that they provided them by 15 June 2021 at the latest. Only on 15 June 2021 did PH file the ‘acquisition/increase’ form in the format required by law, that is to say, bearing his signature, whereas that signed form should have been attached to the initial notification, which BaFin had first drawn to his attention in that regard on 9 May 2020 and had requested by 20 October 2020 at the latest, something which illustrates the attitude which he displayed throughout the procedure. On 13 July 2021, BaFin informed PH that the notifications remained incomplete, in particular as regards the origin of the funds intended for the proposed acquisition. After three additional communications from BaFin, in which it detailed the missing information, BaFin finally acknowledged receipt of a complete notification on 6 December 2021. 315 In those circumstances, since the timeline of the stages of the procedure described above is not disputed by the applicants, even though BaFin acknowledged receipt of a complete notification on 6 December 2021, it is established that, before that date, the proposed acquirers were informed of the prescribed periods for submitting information, the deadlines for which had been set on 20 October 2020 and 15 June 2021, and that they did not communicate all the requested documents within those periods. 316 The applicants claim that the holding companies set up for the purpose of purchasing the target bank were not established until 18 May and 22 June 2020, with the result that the relevant notifications could not be submitted on 8 May 2020. BaFin’s claims were exceptionally extensive and unjustified, with the result that BaFin was responsible for the long duration of the procedure. No actual exclusion period was set before 23 February 2022. The proposed acquirers operated from a different economic area. 317 In that regard, the Court finds that the applicants have not shown that the ECB required documents in breach of the provisions of the InhKontrollV Regulation. Moreover, they do not set out precisely why they did not comply with each of the deadlines set by BaFin, in particular as regards the ‘acquisition/increase’ form and the information relating to capital projections. 318 Consequently, the ECB did not make an error of fact in finding that the proposed acquirers had initially submitted the required information late and incomplete. 319 In the third place, the Court finds that the quality of the information provided by the proposed acquirers was so poor that, without committing a manifest error of assessment, the ECB was entitled to take the view that that failure in terms of quality demonstrated a lack of awareness on the part of the proposed acquirers of the need to act in accordance with their obligations under the law of prudential supervision. 320 The applicants’ line of argument must therefore be rejected. (d) The role of A in the implementation of the business plan 321 In paragraph 2.7 of the contested decision, the ECB found that the proposed acquirers wanted A, who was prohibited from exercising his voting rights in the target bank because of his failure to comply with the obligation to notify the acquisition of a qualifying holding, to retain a role in the implementation of the business plan and to join the target bank’s advisory board. That intention added the ECB’s substantial doubts as to the integrity of the proposed acquirers. 322 The applicants submit, first, that, in so far as the ECB relies on the character of A in support of the ground relating to the doubtful integrity of the proposed acquirers, the contested decision has no legal basis, since that person is a third party and not the proposed acquirer. Second, the assessment was based on incorrect factual claims, since the target bank did not need to have an advisory board. Third, the proposed acquirers changed the business plan in order to meet BaFin’s requirements as regards A’s role. Fourth, the ECB incorrectly concluded that PH lacked good repute. 323 The ECB disputes that line of argument. 324 In the first place, the applicants submit that there is no legal basis, in particular in point 1 of the first sentence of Paragraph 2c(1b) of the KWG, allowing the ECB to take into account the character of A in order to find that there are doubts as to the integrity of proposed acquirers, since A is a third party in relation to proposed acquirers. 325 In that regard, the Court notes that Directive 2013/36, as transposed into German law, does not preclude the proposed acquirer’s lack of good repute from resulting from the latter’s relations with a third party. 326 It is possible that the choice by a proposed acquirer as regards his or her professional or personal relations may give rise to doubts as to his or her integrity and have negative consequences on the objective of the sound and prudent management of the credit institution concerned. 327 Moreover, paragraph 10.21 of the Joint Guidelines states that, when assessing the integrity of the proposed acquirer, the target supervisor may take into consideration the integrity and reputation of any person linked to the proposed acquirer, meaning any person who has, or appears to have, a close family or business relationship with the proposed acquirer. 328 The applicants’ argument must therefore be rejected. 329 In the second place, the applicants claim that the ECB’s assessment is based on incorrect facts, since the target bank did not need to have an advisory board. In that regard, the applicants rely on a statement by PH, dated 1 February 2022, according to which, since BaFin and the Federal Bank of Germany were dissatisfied with the target bank’s internal supervisory structure, PH intended, in the event of a positive conclusion of the qualifying holding procedure, to replace the structures of the target bank then in place with a supervisory board, which should also include at least one external member. 330 The Court observes that, in the initial business plan, the proposed acquirers stated that PH would appoint A to the advisory board, that, as the bank develops, the advisory board would become a supervisory board and that, at that stage, the composition of the supervisory board would be reconsidered. On page 7 of the replies to the questions of 10 July 2020, the proposed acquirers stated that A’s involvement in the advisory board would be limited to assisting in the smooth transfer of ownership and sourcing commercial opportunities. 331 It is clear from PH’s statement of 1 February 2022 that he intended to replace the structures of the target bank then in place with a supervisory board. 332 Given that PH’s statement was made after the initial plan and the replies to the questions of 10 July 2020, the Court finds that that statement nullified the proposed acquirers’ intention to invite A to participate in the target bank’s advisory board. 333 Although the ECB contends that, no matter which body of the target bank A was involved in, that is to say, a supervisory board or an advisory board of the target bank, the proposed acquirers intended A to play a role as an advisor to that bank, it does not refer to any document in support of its line of argument. 334 Consequently, the ECB must be regarded as having made an error of fact in finding, in paragraph 2.7 of the contested decision, that the proposed acquirers wanted A to join the target bank’s advisory board. 335 However, where some of the grounds in a decision on their own provide a sufficient legal basis for the decision, any errors in the other grounds of the decision have no effect on its operative part (judgments of 14 December 2005, General Electric v Commission, T‑210/01, EU:T:2005:456, paragraph 42, and of 15 January 2015, France v Commission, T‑1/12, EU:T:2015:17, paragraph 73). 336 In the present case, the Court observes that, despite the error of fact made by the ECB regarding the desire for A to join the target bank’s advisory council, the grounds of the contested decision set out in paragraphs 2.4, 2.5 and 2.6 thereof and the intention of the proposed acquirers to involve A in the implementation of the business plan are sufficient to justify the existence of doubts as to the integrity of the proposed acquirer. A fortiori, that error does not call into question either the existence of doubts as to the good repute of the proposed acquirers, which are also based on their lack of professional competence, or the operative part of the contested decision, which is also based on the fact that the financial soundness criteria were not satisfied and the fact that prudential requirements and anti-money laundering and counter-terrorist financing requirements were not met. 337 In the third place, the applicants claim that BaFin informed PH that it was not in favour of A’s involvement in the target bank’s future commercial activities. Consequently, PH forewent the advantages of having A serve as an advisor and changed the business plan to meet BaFin’s demands. 338 In that regard, it is clear from page 24 of the BaFin proposal and from the initial business plan that A and his group of companies had to play a very important role in the implementation of the business plan, in particular by allowing their network in Asia to be leveraged. 339 In the replies to the questions of 10 July 2020, the candidates qualified A’s role in the implementation of the business plan. They stated that A would assist the target bank in launching its new activities, that A’s business relationships would potentially be useful in sourcing new customers and new opportunities, but that the relationship with A should be characterised as occasional and that no corporate relationship with A’s group of companies was necessary. 340 Furthermore, even assuming that the proposed acquirers are referring to the addendum when they claim that they amended the business plan in order to meet BaFin’s demands, which they do not expressly state, the Court observes that the addendum does not refer to A. However, the relationship between the initial business plan and the addendum is not clear. Indeed, page 4 of the addendum states that the pillars of the business plan, key determinants of success, the business areas of focus for growth and the business plan implementation approach have been generally confirmed. 341 In those circumstances, it could not, in any event, be inferred from the addendum that the proposed acquirers had ultimately decided that A would not participate in the target bank’s future commercial activities. 342 Consequently, the ECB did not make an error of fact in finding that the proposed acquirers intended A to play a role in the implementation of the business plan. 343 In the fourth place, the applicants submit that the ECB was wrong to conclude that PH lacked good repute. 344 First of all, the applicants claim, for the first time at the stage of the reply, that A was not the ultimate beneficial owner of Socrates Capital at the time of the ‘first failure’ to meet the obligation to notify the acquisition of a qualifying holding in a credit institution. 345 In that regard, it is apparent from pages 16 and 17 of the BaFin proposal that, on 23 June 2017, Socrates Capital agreed to take over shares in the target bank without BaFin being notified beforehand. On 14 December 2017 and 22 and 29 January 2018, Socrates Capital, A and two holding companies sent an ex post notification to BaFin in respect of their intention to acquire a majority of the capital and of the voting rights in the target bank. The information requested by BaFin during the corresponding qualifying holding procedures remained incomplete despite multiple requests, in particular as regards the origin of the funds used to finance the proposed acquisition. Socrates Capital and A did not provide that information and made no efforts to do so subsequently. Consequently, on 19 February 2018, BaFin imposed a prohibition on the exercise of voting rights and other measures under Paragraph 2c(2) of the KWG on the majority shareholder on that date. 346 In those circumstances, the applicants’ claim that A was not the ultimate beneficial owner of Socrates Capital at the time of the ‘first failure’ does not call into question the finding, in paragraph 2.7 of the contested decision, that A is subject to a measure prohibiting him from exercising his voting rights as he did not meet the requirement to notify the proposed acquisition of a qualifying holding. The applicants do not dispute the fact that A did not provide the information requested by BaFin in the context of the ex post notification of 14 December 2017, 22 and 29 January 2018. 347 Furthermore, the applicants state that, even if A had infringed German banking law, that would not taint PH’s good repute, since that infringement did not amount to criminal conduct and, moreover, an advisory role does not generally entail any direct influence on business decisions. 348 However, first, even if a failure to meet the obligation to notify the acquisition of a qualifying holding by A does not constitute a criminal offence, it may be regarded as a serious infringement of the rules on prudential supervision of credit institutions, which, moreover, resulted in a severe prudential measure prohibiting the exercise of voting rights. 349 Second, the parties agree that the proposed acquirers were aware of the fact that A had failed to meet his obligation to notify the acquisition of a qualifying holding in a credit institution. 350 Third, the fact that, despite his involvement in the implementation of the business plan, A did not have to have a direct influence on the decisions of the target bank does not call into question either the fact that that involvement was genuine and was non-negligible in nature or the fact that the proposed acquirers chose to have A play such a role while being aware of the failure at issue. 351 In those circumstances, the ECB did not err in finding that, in the present case, the willingness of the proposed acquirers to involve A in the implementation of the business plan, even though he had failed to meet the obligation to notify the acquisition of a qualifying holding, was such as to raise doubts as to their integrity. 352 The applicants’ line of argument must therefore be rejected and, accordingly, the plea must be rejected in its entirety. 6. The second plea in law, alleging infringement of point 1 of the first sentence of Paragraph 2c(1b) of the KWG as regards the professional competence of the proposed acquirers 353 In paragraphs 2.8 to 2.12 of the contested decision, the ECB found that PH had not yet had any experience in the field of banking and that it was therefore important to seek expert advice in order to ensure the sound and prudent management of the credit institution and to provide a business plan in compliance with the regulatory framework. The actions of the proposed acquirers demonstrated that they were not aware of the standards applicable to credit institutions and that they seemed to have omitted to obtain sufficient external advice. 354 Thus, first, in paragraph 2.10 of the contested decision, the ECB stated that the proposed acquirers had not calculated the total risk exposure amount in accordance with Regulation No 575/2013. In addition, the business plan showed serious deficiencies as regards the compliance of the future business organisation with the requirements of Paragraph 25a of the KWG in particular. 355 Second, in paragraph 2.11 of the contested decision, the ECB stated that the proposed acquirers had provided information on the business plan that did not comply with the regulatory framework. The submissions evidenced that the proposed acquirers were not sufficiently familiar with the scope of the business plan assessment carried out in the context of a qualifying holding procedure. The proposed acquirers stated that they consider the acquisition of the target bank with its licence to be less resource intensive and costly than applying for a banking licence. In cases where there is a complete restart of business with a severe change of the business model, requiring significant amendments to the organisation of the target bank, the scope and depth of the assessment in a qualifying holding procedure becomes very similar to the business plan assessment in a licensing procedure. The statement by the proposed acquirers that the acquisition of a basically non-operating bank would require only a narrower assessment compared to a licencing procedure evidences a lack of understanding of the applicable regulatory framework. 356 Third, in paragraph 2.12 of the contested decision, as has already been stated, the ECB maintained that the proposed acquirers had also failed to submit plausible information on the business plan. That, together with the severe deficiencies of the business plan with regard to compliance with prudential requirements, showed a substantial lack of professional competence. (a) Whether it is possible for the ECB to assess the professional competence of the proposed acquirers 357 In the reply, the applicants claim for the first time that the ECB could not take as its basis the professional competence of the proposed acquirer in order to adopt the contested decision. Article 23(1) of Directive 2013/36 refers to good repute and not to the professional competence of the proposed acquirer. The ECB therefore infringed that article, as transposed into German law. 358 In the rejoinder, the ECB maintains that that line of argument constitutes a new plea in law, which must be rejected as inadmissible pursuant to Article 84(1) of the Rules of Procedure of the General Court. Furthermore, it considers that that line of argument is unfounded. 359 Article 84(1) of the Rules of Procedure provides that no new plea in law may be introduced in the course of proceedings unless it is based on matters of law or fact which have come to light in the course of the procedure. However, a plea or an argument which may be regarded as amplifying a plea put forward previously, whether directly or by implication, in the original application and which is closely connected therewith must be declared admissible (judgment of 11 July 2013, Ziegler v Commission, C‑439/11 P, EU:C:2013:513, paragraph 46). 360 The applicants’ line of argument alleging that the ECB was not entitled to take as its basis the professional competence of the proposed acquirers in order to adopt the contested decision does not amplify a complaint in the application that is closely connected therewith. In the application, the applicants merely claim, in essence, that the ECB erred in so far as it found that the proposed acquirers did not have the required professional competence, without calling into question, directly or by implication, the fact that the ECB took into account their professional competence when it assessed the proposed acquirers’ reputation. 361 In those circumstances, and since it is not based on matters of law or fact which have come to light in the course of the procedure, that line of argument, raised for the first time at the stage of the reply, is out of time and therefore inadmissible. 362 Furthermore, it is true that Article 23(1) of Directive 2013/36 makes reference, in subparagraph (a), only to the reputation of the proposed acquirer, whereas subparagraph (b) of that article makes reference to the reputation, knowledge, competence and experience, as set out in Article 91(1) of that directive, of any member of the management body who will direct the business of the credit institution as a result of the proposed acquisition. 363 However, the Court notes that, according to its usual meaning, to be of ‘good repute’ means being ‘worthy of esteem’ or being ‘known to be respectable’. Such a definition, which refers in particular to public opinion, does not preclude a person’s good repute from being dependant on his or her professional competence. 364 According to recital 8 of Directive 2007/44/EC of the European Parliament and of the Council of 5 September 2007 amending Council Directive 92/49/EEC and Directives 2002/83/EC, 2004/39/EC, 2005/68/EC and 2006/48/EC as regards procedural rules and evaluation criteria for the prudential assessment of acquisitions and increase of holdings in the financial sector (OJ 2007 L 247, p. 1), the provisions of which were reproduced in Directive 2013/36, the application of the criterion concerning the reputation of the proposed acquirer implies the determination of whether any doubts exist as to the integrity ‘and professional competence’ of the proposed acquirer and whether those doubts are founded. 365 Taking into consideration professional competence when examining the reputation of the proposed acquirer is consistent with assessing the ‘suitability’ of the proposed acquirer, in accordance with the wording of Article 23(1) of Directive 2013/36. It is also consistent with the objective of monitoring the acquisition of qualifying holdings, which is to ensure the sound and prudent management of the credit institution. Given that the holder of a qualifying holding is in a position to influence the credit institution concerned, his or her professional competence contributes to that sound and prudent management of that institution. 366 Moreover, the Joint Guidelines support that interpretation, since they state, in particular in paragraph 10.1, that the assessment of the reputation of the proposed acquirer should cover his or her integrity and his or her professional competence. 367 The wording of point 1 of the first sentence of Paragraph 2c(1b) of the KWG, referred to in paragraph 282 above, does not make it possible to preclude such an interpretation. The explanatory memorandum to the Gesetz zur Umsetzung der Beteiligungsrichtlinie (Law on the Implementation of the Holdings Directive) of 12 March 2009 (BGBl., 2009 I, p. 470), which transposes Directive 2007/44 into German law, states that the reliability criterion consists of determining whether there are doubts as to the integrity ‘and professional ability’ of the proposed acquirer and whether those doubts are well founded. 368 It follows from the foregoing that the reputation criterion referred to in Article 23(1) of Directive 2013/36 must be interpreted as including an assessment of the professional competence of the proposed acquirer. 369 Consequently, the applicants are not justified in claiming that the ECB infringed Article 23 of Directive 2013/36, as transposed into German law, by examining the professional competence of the proposed acquirers. 370 The applicants’ line of argument must therefore be rejected as inadmissible and, in any event, unfounded. (b) The allegation that the assessment of the proposed acquirers’ professional competence is incorrect 371 The applicants claim that they have general knowledge of the rights and obligations associated with holding an interest in a credit institution. PH has expertise in the field of corporate governance (previous experience in the acquisition and management of interests in companies) and in the field of the financial activities of the target bank (experience in the operation and management of financial institutions as a controlling shareholder). The amount of capital required, the business plan, the total capital ratio and the reason for the proposed acquisition do not say anything about the previous professional competence of the proposed acquirers. The ECB should have taken account of PH’s experience in managing majority shareholdings and financial investments. The proposed acquirers had sought sufficient external advice. PH’s competence was rejected in an arbitrary, irrelevant and discriminatory manner, which casts doubt on whether it was examined impartially. 372 The ECB, supported by the Commission, disputes the applicants’ line of argument. 373 In that regard, first, according to paragraph 10.3 of the Joint Guidelines, the assessment of professional competence should take into account the influence that the proposed acquirer will exercise over the target undertaking. This means that, according to the principle of proportionality, the competence requirements are reduced for proposed acquirers who are not in a position to exercise, or undertake not to exercise, significant influence over the target undertaking. In such circumstances, the evidence of adequate management competence should be sufficient. 374 It is common ground in the present case that the proposed acquirers had to exercise a significant influence over the target bank, with the result that the competence requirements imposed on them could not be regarded as reduced within the meaning of paragraph 10.3 of the Joint Guidelines. 375 Second, according to paragraph 10.5 of the Joint Guidelines, subject to paragraph 10.8 thereof, the professional competence requirement should generally be considered to be met if, inter alia, the proposed acquirer is a person already considered to be sufficiently competent in its capacity as a holder of a qualifying holding in another financial institution which is supervised by the same competent supervisor or by another competent supervisor in the same country or in another Member State. 376 The applicants do not claim that the proposed acquirers were in the situation referred to in paragraph 10.5 of the Joint Guidelines. 377 Third, according to point 10.23 of the Joint Guidelines, the professional competence of the proposed acquirer covers competence in management (‘management competence’) and in the area of the financial activities carried out by the target undertaking (‘technical competence’). 378 As regards management competence, according to paragraph 10.24 of the Joint Guidelines, that competence may be based on the proposed acquirer’s previous experience in acquiring and managing holdings in companies, and should demonstrate due skill, care, diligence and compliance with the relevant standards. 379 In the present case, it is common ground that PH, who himself set up and controls several companies, has the necessary management competence to acquire a qualifying holding in the target bank. 380 As regards technical competence, according to paragraph 10.25 of the Joint Guidelines, that competence may be based on the proposed acquirer’s previous experience in operating and managing financial institutions as a controlling shareholder or as a person who effectively directs the business of a financial firm. In that case also, the experience should demonstrate due skill, care, diligence and compliance with the relevant standards. 381 According to paragraph 10.29 of the Joint Guidelines, when the acquisition of control or of a shareholding allows the proposed acquirer to exercise a strong influence (for example, a holding which confers a veto power), the need for technical competence will be greater, considering that the controlling shareholders will be able to define and/or approve the business plan and strategies of the financial institution concerned. In the same way, the degree of technical competence needed will depend on the nature and complexity of the activities envisaged. 382 In the light of paragraph 10.29 of the Joint Guidelines, the ECB was entitled to take into account the fact that the proposed acquirers, who were able to decide upon the target bank’s business plan and strategies, were considering relaunching the activities of that bank and branching out into new activities. 383 In addition, contrary to what the applicants claim, the ECB did in fact take into account, as regards the technical competence, PH’s previous experience in the financial field. 384 On page 26 of the BaFin proposal, on which the ECB relied, PH’s previous experience is mentioned. BaFin states, in particular, that he has a degree in finance, is a financial analyst and an alternative investment analyst and that he has worked as an asset manager, as a property investment analyst and as a trader focusing on foreign exchange, commodities, bullions, futures, contracts for difference and options. 385 However, the ECB was also entitled to take into account the undisputed fact that PH had no experience in a credit institution and find that, consequently, it was important that he seek external advice. 386 Moreover, where, as in the present case, the proposed acquirer does not have prior experience in a credit institution and wishes to acquire a controlling stake in such an institution, the content of the business plan may reveal whether he or she has the necessary technical competence, given the nature and complexity of the activities envisaged. 387 The business plan submitted on behalf of the proposed acquirer may demonstrate whether or not the latter has sufficient knowledge of the legal framework for the target bank’s future business activities and whether he or she is able to obtain sufficiently reliable legal advice. 388 Accordingly, the ECB was entitled, in its assessment of the technical competence of the proposed acquirers, to take into account the fact that the calculation of the total risk exposure amount was not accurate, that there were serious deficiencies in the business plan as regards the compliance of the future organisation of the undertaking, that the proposed acquirers were mistaken as to the scope of the assessment in the qualifying holding procedure and that they had submitted information that was not plausible in business terms. 389 Thus, although PH, who wished to exercise significant influence over the target bank, provided evidence of competence in the field of finance and had recourse to external advice, he did not have professional experience in the management of a credit institution and submitted information and a business plan with serious deficiencies, as regards the calculation of the total risk exposure amount, the organisation of the target bank and the plausibility of the information provided. 390 Consequently, the ECB did not make the errors alleged by the applicants by finding that the sub-criterion of professional competence was not satisfied. 391 The plea must therefore be rejected. 7. The seventh plea in law, alleging failure to take account of the relevant facts and errors of assessment, and the ninth plea in law, alleging failure to comply with the duties of diligence and impartiality 392 In the context of the seventh plea, the applicants submit that the ECB did not fully investigate the facts and did not examine them objectively and impartially, as required by Article 41(1) of the Charter and Article 28(2) of Regulation No 468/2014. The proposed acquirers produced documents which the ECB did not take into account in its decision. That allegedly resulted in errors of assessment. 393 In particular, first, in paragraph 2.33 et seq. of the contested decision, the ECB incorrectly assumes that the source of the funds for the proposed acquisition was not explained to it. Second, the proposed acquirers demonstrated that PH’s previous business was not high risk. Third, BaFin was informed that a supervisory board had to be set up. 394 In the ninth plea, the applicants submit that the ECB failed to comply with the duties of diligence and impartiality, whereas the principle of good administration, enshrined in Article 41 of the Charter, entails the obligation, reiterated in Article 28(2) of Regulation No 468/2014, to examine carefully and impartially all the relevant aspects of the individual case. 395 In particular, first, in paragraph 2.8 of the contested decision, the ECB did not take account of PH’s business success in the assessment of professional competence. Second, in paragraphs 1.3, 1.4, 1.5 and 1.8 of the contested decision, the ECB took into account irrelevant circumstances, in particular as regards the supervisory measures imposed in the past on the target bank and its history. 396 The ECB disputes the applicants’ line of argument. 397 Since the seventh and ninth pleas are both based on an infringement of Article 41(1) of the Charter and Article 28(2) of Regulation No 468/2014, the Court will examine them together. 398 The guarantees afforded by EU law in administrative procedures include, inter alia, the right to good administration, enshrined in Article 41 of the Charter, which entails the obligation on the competent institution to carry out a careful and impartial assessment, which also takes into account all the relevant aspects of the individual case (see, to that effect, judgment of 8 June 2017, Schniga v CPVO, C‑625/15 P, EU:C:2017:435, paragraph 47). 399 Similarly, Article 28(2) of Regulation No 468/2014 provides that, in its assessment, the ECB is to take account of all relevant circumstances. 400 In the first place, the applicants submit that the ECB failed to take account of certain relevant aspects. 401 First, the applicants claim that the fact that the ECB assumes, in paragraph 2.5 of the contested decision, that PH is very inclined to take risks can only indicate that it had not fully examined ‘the facts’. 402 However, as regards the ground of the contested decision that PH’s risk appetite gives rise to doubts as to the prudence of the proposed investment, the applicants do not show that the ECB did not take account of the information intended to demonstrate that PH’s previous asset management business was not risky. 403 Nor does the fact that, according to the applicants, that business was not risky lead to the conclusion that the ECB did not examine the facts. 404 Second, the applicants claim that, in paragraph 2.8 of the contested decision, the ECB did not take account of PH’s business success when it assessed his professional competence, in particular the fact that PH, who is [30-50] years old, himself had assets of EUR [10-100] million. 405 However, as has already been stated in paragraph 384 above, in the BaFin proposal, BaFin made reference to PH’s prior professional experience. It also examined, on page 10 of the BaFin proposal, PH’s financial position and CV. 406 Consequently, the applicants have not demonstrated that the ECB did not take account of PH’s business success in its assessment of his professional competence. 407 Third, the applicants submit that, in paragraph 2.33 et seq. of the contested decision, the ECB assumed that the source of the funds for the proposed acquisition had not been explained to it, even though the proposed acquirers had described in detail how PH had acquired his own funds. 408 However, the applicants are not justified in claiming that the ECB did not take into account the information that they communicated to BaFin as regards the origin of the funds for the proposed acquisition. It is apparent from the detailed analysis on pages 72 and 73 of the BaFin proposal that BaFin took account of the documents submitted by the proposed acquirers. That finding is borne out by the fact that BaFin repeatedly approached the proposed acquirers to ask them to provide information on the origin of the funds intended for the proposed acquisition and provided them with its comments on the documents already communicated. 409 Fourth, the applicants confirm that BaFin was informed that the organisational structure of the target bank was to be adapted after the proposed acquisition and that a supervisory board would also have to be set up. They refer to PH’s statement of 1 February 2022, referred to in paragraph 331 above. 410 In that regard, the Court notes that, first, the applicants do not refer to any paragraph of the contested decision and do not draw any conclusion from their assertion and, second, the BaFin proposal, on page 13, makes reference to the fact that PH intends to set up a supervisory board. 411 In those circumstances, the applicants’ assertion relating to the setting up of a supervisory board must be rejected. 412 Furthermore, the fact that the ECB did not take into account certain information submitted by the proposed acquirers – even if it were established, which is not the case – does not automatically allow it to be concluded that the ECB made ‘errors of assessment’, which, moreover, remained unidentified by the applicants. 413 It follows from the foregoing that the applicants are not justified in claiming that the ECB did not take account of certain relevant aspects or that it made errors of assessment. 414 In the second place, the applicants claim that, in paragraphs 1.3, 1.4, 1.5 and 1.8 of the contested decision, the ECB took account of irrelevant circumstances. Neither the supervisory measures imposed in the past on the target bank (paragraph 1.3) nor its history (paragraph 1.4) are relevant. That shows that the ECB is subjectively guided by its dislike for the target bank as a financial institution. The speculative allusions in paragraph 1.8 of the contested decision to alleged earlier requests by an investor are irrelevant and are intended to paint a negative picture of the applicants. 415 In paragraph 1.3 of the contested decision, the ECB stated that the target bank was subject to a prohibition on accepting deposits and granting loans and, in paragraph 1.4, that, according to the auditors responsible for auditing the target bank’s annual accounts, since 2012 the target bank’s viability had been under threat. In paragraph 1.8 of that decision, the ECB noted that, in October 2018, another investor had submitted a notification with a business plan that resembled the business plan of A to a large extent and that that investor had answered BaFin’s requests, in particular as to the origin of the funds for the acquisition, only reluctantly and in a contradictory manner, before withdrawing its notification. 416 The aspects mentioned in paragraphs 1.3, 1.4 and 1.8 of the contested decision constitute facts relating to the prudential supervision of the target bank and form part of the context of the contested decision. 417 Furthermore, the facts referred to in points 1.3 and 1.4 are relevant for assessing whether the criterion of compliance with prudential requirements is satisfied. The assessment of the business plan could take into account, as regards, inter alia, compliance with the prudential requirements relating to the target bank’s business organisation, the fact that, since 2017, the target bank had been subject to a prohibition on accepting deposits and granting loans. 418 While it is true that the circumstance referred to in paragraph 1.8 of the contested decision is unrelated to the proposed acquisition of the qualifying holding in the target bank by the applicants, it was not used by the ECB to assess whether the criteria laid down in Article 23(1) of Directive 2013/36, as transposed into national law, were satisfied. It must be regarded as a contextual element relating to the target bank’s prudential supervision history which did not affect the assessment of the notification submitted by the proposed acquirers. 419 Lastly, the facts referred to in paragraphs 1.3, 1.4 and 1.8, which form part of the context of the contested decision and the accuracy of which are not disputed, do not demonstrate an intention on the part of the ECB to harm the target bank or to paint a negative picture of the applicants. 420 The line of argument alleging that the ECB took into account irrelevant circumstances in paragraphs 1.3, 1.4, 1.5 and 1.8 of the contested decision, which is not substantiated as regards paragraph 1.5, must therefore be rejected, as must, consequently, the seventh and ninth pleas. 8. The eighth plea in law, alleging failure to observe the principle of proportionality and the tenth plea in law, alleging infringement of the Charter 421 In paragraph 2.36 et seq. of the contested decision, the ECB found, as regards observance of the principle of proportionality, that the objective of the qualifying holding procedure is to contribute to the safeguarding of the banking system by ensuring that only sound and properly functioning credit institutions operate in order to protect depositors and shield credit institutions from the detrimental influence exerted by any future shareholder who could affect whether the institution’s functioning is compliant with the applicable legislation. 422 In paragraph 2.37 of the contested decision, the ECB found that the proposed acquirers did not meet one or more of the requirements listed in Paragraph 2c(1b) of the KWG. Therefore, according to the ECB, it could oppose the proposed acquisition in order to ensure that the proposed acquirers would not acquire a controlling shareholding in the target bank. There were no less restrictive supervisory measures which would achieve such purpose with the same probability. Generally, the imposition of one or a number of ancillary provisions could, however, be less restrictive measures compared to an objection. 423 In paragraph 2.38 of the contested decision, the ECB found that the imposition of one or more ancillary provisions would not mitigate non-compliance with the assessment criteria. First, the proposed acquirers are considered not to be of good repute. That could not be mitigated as no measures exist which can address in the short to medium term the concerns with regard to the integrity of the proposed acquirers. In particular, the lack of understanding of the importance of compliance with the regulatory framework, the risk-taking approach and the envisaged remaining influence of A, that is to say an unsuitable shareholder, could not be mitigated as they relate to the personal suitability of the proposed acquirers. Second, nor can the failure in terms of financial soundness be addressed with an ancillary provision. A condition precedent, for example to borrow funds, would only have an even more detrimental effect on the target bank as it might expose it to additional pressure by the proposed acquirers in the future to distribute dividends in order to pay back the borrowed funds. Third, the non-fulfilment of the proposed business plan, coupled with prudential requirements, can neither be addressed with a condition precedent nor an obligation. One condition precedent could, for example, be to implement an organisational structure compliant with Paragraph 25a of the KWG before the proposed acquisition. However, in order to set up an infrastructure compliant with the minimum requirements outlined in Paragraph 25a of the KWG, for the business model as described in the business plan, the proposed acquirers would first have to become a shareholder in the target bank to obtain control of it. That is due to the fact that the start of the envisaged business activities would require significant restructuring of the governance and the infrastructure of the target bank. Thus, a condition precedent to remedy the lack of good organisation could not be fulfilled in the case at hand. Furthermore, the imposition of an obligation to implement a business plan compliant with prudential requirements would not achieve the purpose. Even after numerous additional information requests, the business plan remains unclear and not in line with the regulatory framework, both as concerns capital requirements as well as requirements with regard to the proper organisation of the target bank. Lastly, the concerns with regard to an increased risk of money laundering due to the non-transparent origin of funds to be used for the proposed acquisition and the planned capital increases might only be addressed with plausible and comprehensive explanations on the origin of the funds for the proposed transaction. However, BaFin had previously asked for further clarification several times, but the proposed acquirers have failed to provide any. 424 In paragraph 2.39 of the contested decision, the ECB found that the objection to the proposed acquisition was also adequate. The proposed acquirers intend to acquire a controlling stake in the target bank in order to add a business partner to the proposed acquirers’ group which will provide to clients from Asia investment opportunities in Europe and complete the service offerings of the group. The proposed acquirers furthermore plan to acquire the target bank as they considered the acquisition of an existing bank and the new start of its business less time-consuming and costly than the establishment of a new bank and the application for a license. The economic interests of the proposed acquirers do however not outweigh the public interest of a safe and well-functioning banking system and of protecting depositors from shareholders who could exercise a detrimental influence on the target bank and thus ultimately be a risk to creditors. The facts leading to a negative conclusion on the assessment criteria mentioned above result from direct consequences of actions and behaviour of the proposed acquirers. The proposed acquirers were not able to overcome those concerns throughout the lengthy process despite several opportunities given by BaFin and the ECB to address and overcome them. The opposition to the proposed acquisition was therefore considered proportionate. 425 In the eighth plea, the applicants submit that the contested decision interferes with the business activities of the proposed acquirers. They maintain that the ECB adopted a measure which was disproportionate to the incompatibility with the regulatory requirements, whereas it could have taken milder measures. 426 In the tenth plea, in the first place, the applicants submit that PH’s freedom of occupation, enshrined by Article 15 of the Charter, had been infringed. The contested decision had an influence on the professional projects of PH, who was unable to pursue his chosen business. The interference with PH’s rights is unjustified and disproportionate. In the second place, the applicants claim that the contested decision interferes unjustifiably and disproportionately with the entrepreneurial freedom of each of the applicants. 427 The ECB, supported by the Commission, disputes the applicants’ line of argument. 428 Since the eighth and tenth pleas are each based on the allegedly disproportionate nature of the contested decision, it is appropriate to examine those pleas together. 429 According to Article 15(1) of the Charter, headed ‘Freedom to choose an occupation and right to engage in work’, everyone has the right to engage in work and to pursue a freely chosen or accepted occupation. Article 16 of the Charter, headed ‘Freedom to conduct a business’, provides that the freedom to conduct a business in accordance with EU law and national laws and practices is recognised. 430 The principle of proportionality requires that acts of the EU institutions be appropriate for attaining the legitimate objectives pursued by the legislation at issue and do not go beyond what is necessary in order to achieve those objectives; when there is a choice between several appropriate measures, recourse must be had to the least onerous, and the disadvantages caused must not be disproportionate to the aims pursued (judgments of 22 January 2013, Sky Österreich, C‑283/11, EU:C:2013:28, paragraph 50, and of 6 September 2017, Slovakia and Hungary v Council, C‑643/15 and C‑647/15, EU:C:2017:631, paragraph 206). 431 The assessment of the proportionality of a measure must be reconciled with compliance with the discretion that may have been conferred on the EU institutions at the time it was adopted (see judgment of 8 May 2019, Landeskreditbank Baden-Württemberg v ECB, C‑450/17 P, EU:C:2019:372, paragraph 53 and the case-law cited). 432 In the first place the applicants claim, in essence, that, in certain regards, the contested decision is vitiated by a lack of reasoning as far as concerns paragraphs 2.36 to 2.39. They maintain that it is impossible to understand why PH’s risk appetite and the planned remaining influence of A could not be mitigated by setting ancillary provisions. In paragraphs 2.37 and 2.38 of the contested decision, the failure to have recourse to a milder measure is not clearly explained as regards the organisational structure. The ECB’s reasoning in paragraph 2.39 of the contested decision is neither plausible nor consistent, since the necessary balancing of interests is lacking and the negative conclusions on the assessment criteria are not clear. The ECB did not include fundamental rights in its assessment of proportionality. The weighting and justification of the interference with the freedom to conduct a business are insufficient and incomprehensible. 433 It is apparent from the grounds of the contested decision, reproduced in paragraphs 421 to 424 above, that the ECB noted the objective of the contested decision, stated that the proposed acquirers did not meet one or more of the criteria laid down in Paragraph 2c(1b) of the KWG, found that there were no less restrictive measures than the contested decision capable of achieving the objective pursued and concluded that that decision was proportionate. 434 Contrary to what the applicants state, in paragraph 2.38 of the contested decision, the ECB set out the reason why PH’s risk appetite and the proposed acquirers’ intention to involve A in the implementation of the business plan could not be the subject of ancillary provisions, concluding that those concerns related to the personal suitability of the proposed acquirers. 435 Similarly, the ECB clearly stated, in the same paragraph, the reasons why ancillary provisions were not appropriate as regards the organisational structure of the target bank. It stated that a condition precedent providing for the establishment of an appropriate organisational structure before the proposed acquisition was not possible, given that starting the envisaged business activities would involve a significant restructuring of the target bank’s governance and infrastructure. It added, moreover, that imposing an obligation to implement a business plan compliant with the regulatory requirements would not achieve the objective pursued since, even after multiple requests for additional information had been made, the business plan remained unclear and not in line with the regulatory framework in a number of respects. 436 In addition, in paragraph 2.39 of the contested decision, again contrary to what the applicants claim, the ECB balanced the public interest with the interests of the proposed acquirers. In so far as the ECB stated that the facts leading to a ‘negative conclusion’ on the assessment criteria were the direct consequences of the actions and behaviour of the proposed acquirers, the ECB made sufficiently clear reference to the fact that the proposed acquirers did not satisfy one or more of the criteria listed in Paragraph 2c(1b) of the KWG. Nor are the applicants’ claims well-founded in so far as they maintain that the ECB did not include fundamental rights, in particular the freedom to conduct a business, in its assessment, given that it referred to the economic interests of the proposed acquirers. 437 Paragraphs 2.36 to 2.39 of the contested decision therefore contain an adequate statement of reasons. 438 In the second place, as is apparent from the wording of Article 23(1) of Directive 2013/36, the objective pursued by the contested decision is to ensure the sound and prudent management of the bank that is the subject of the proposed acquisition. 439 Although the applicants claim that the objective of safeguarding the banking system referred to in paragraph 2.36 of the contested decision is too abstract, whereas the ECB should have focused its analysis on the target bank, the Court finds that, in paragraph 2.37 et seq., the ECB examined in a sufficiently specific manner, taking into account the specific situation of the target bank, whether the contested decision was proportionate to the objective which it pursues. The ECB referred, in particular, in paragraph 2.38, to the detrimental effect for the target bank of an ancillary provision such as a condition precedent relating to the borrowing of funds. 440 Furthermore, the contested decision, which prevents the proposed acquirers from acquiring a qualifying holding in the target bank, on the basis that they do not satisfy the criteria laid down in Article 23(a), (c), (d) and (e) of Directive 2013/36, as transposed into German law, is appropriate for attaining the objective pursued by the contested decision. 441 In particular, even if the contested decision has the effect of preventing the proposed acquirers from injecting financial resources into the target bank, it is nevertheless appropriate for the purposes of protecting any future depositors of the target bank from the influence of proposed acquirers whose notification does not satisfy one or more of the criteria laid down in Article 23(1) of Directive 2013/36, as transposed into German law. 442 The fact that the target bank is a less significant institution within the meaning of Article 6(4) of Regulation No 1024/2013 does not prevent the proposed acquisition, which is subject to the authorisation provided for in Article 23 of Directive 2013/36, from being such as to present a risk to the sound and prudent management of that institution. 443 Similarly, the fact that the target bank has been subject to prudential supervisory measures, in particular a measure prohibiting it from accepting deposits and granting loans, does not prevent the proposed acquisition from presenting a risk to the sound and prudent management of that institution. Even if such a prohibition is not automatically lifted in the event that the acquisition is authorised, that fact was taken into account by the ECB in its assessment of the proposed acquisition and, despite that, the proposed acquirers still do not satisfy one, or in fact a number of the criteria laid down in Article 23(1) of Directive 2013/36, as transposed into German law. 444 Lastly, the applicants claims are not well founded in so far as they submit that BaFin and the ECB do not attribute most of their concerns to the proposed acquirers, but to the character of A or to the intention of acquiring clients in Asia, and that those concerns are aggravated by the prohibition on selling to a new owner. 445 The ECB’s opposition is not based on the character of A, but, in part, as regards the integrity of the proposed acquirers, on the intention of the proposed acquirers to have A participate in the implementation of the business plan. Similarly, the ECB did not dispute the intention of the proposed acquirers to acquire clients in Asia. In addition, the contested decision does not aggravate the prudential supervision concerns to which it refers or, a fortiori, cause the collapse of the target bank, given that it does not change the situation of that bank, but merely refuses to allow the acquisition of a qualifying holding on the basis of a notification which does not satisfy the criteria laid down in Article 23(1) of Directive 2013/36, as transposed into German law. 446 In the third place, it is common ground that the ECB may, where appropriate, adopt provisions ancillary to the authorisation of the acquisition of a qualifying holding, such as conditions precedent or obligations imposed on the proposed acquirers. 447 The applicants claim that the ECB could have adopted certain ancillary provisions, such as measures relating to reliability or professional qualifications, the obligation to provide additional information, the obligation to increase staff, attributing to the ECB additional supervisory possibilities after the purchase of the target bank, and the gradual or limited lifting of the prohibition on taking deposits and granting loans and of the prohibition on exercising voting rights. 448 However, in general, the applicants do not indicate precisely which ancillary provisions could have been adopted or how those provisions could have addressed the prudential supervision concerns. 449 Thus, first, the applicants do not state precisely which measures relating to reliability or professional competence the ECB could have adopted, or how and within what period those measures could have addressed the concerns set out in the contested decision relating to the integrity and professional competence of the proposed acquirers. They do not put forward any argument capable of calling into question the finding in paragraph 2.38 of the contested decision that concerns about the integrity of proposed acquirers cannot be mitigated as they relate to their personal suitability. 450 Second, the applicants neither establish nor even allege that an ancillary provision could have adequately mitigated the ECB’s concerns regarding the proposed acquirers’ lack of financial soundness. 451 Third, although the applicants claim that the ECB should have required them to provide additional information, they do not indicate exactly what information they are referring to or which concerns that information could have addressed. Furthermore, the applicants’ arguments do not call into question the finding set out in paragraph 2.38 of the contested decision that, even after numerous requests for additional information, the business plan remained unclear and did not comply with the regulatory framework, with the result that an obligation would not enable the objective pursued to be achieved. 452 Fourth, the applicants do not specify the content of an ancillary provision consisting of granting to the ECB additional supervisory possibilities after the purchase of the target bank. As regards the possibility of adopting an ancillary provision consisting of the gradual or limited lifting of the prohibition on accepting deposits and granting loans and the prohibition on exercising voting rights, they do not specify which concerns that ancillary provision could mitigate. In addition, they do not specify how such a gradual or limited lifting of the prohibition on accepting deposits and granting loans and the prohibition on exercising voting rights is compatible with the proposed acquirers’ business plan, which provided for a complete restart of activities and the development of new lines of business. 453 Consequently, the ECB did not make a manifest error of assessment in finding that it could not adopt an authorisation allowing the acquisition of a qualifying holding coupled with ancillary provisions. 454 In the fourth place, the applicants claim that the contested decision is disproportionate and that it interferes excessively with PH’s freedom to choose an occupation and with the freedom to conduct a business of each of them. 455 In that regard, the Court finds that the contested decision does interfere with the proposed acquirers’ freedom to conduct a business, since it prevents them from acquiring a qualifying holding in the target bank. 456 However, the contested decision does not interfere, in a sufficiently direct way, with Socrates Capital’s freedom to conduct a business. As stated in paragraph 75 above, Socrates Capital’s right to sell its shares in the target bank is not directly called into question by the contested decision. 457 Contrary to what the applicants claim, no provision or principle requires the ECB to compare their situation with those of other cases of infringements in the banking sector when assessing whether the contested decision is proportionate. 458 Thus, in the light of the foregoing, the Court finds that the objective of sound and prudent management of the target bank was such as to justify interfering with the proposed acquirers’ freedom to conduct a business. Even if it is assumed that PH could rely on his freedom to choose an occupation and Socrates Capital could rely on its freedom to conduct a business, that objective was also such as to justify the infringement of those freedoms. 459 Consequently, the ECB was entitled to find that the contested decision was proportionate to the objective pursued without making a manifest error of assessment. 460 The eighth and tenth pleas must be rejected. 9. The twelfth plea in law, alleging infringement of Article 23(3) of Directive 2013/36 and of the third sentence of Paragraph 2c(1b) of the KWG 461 In the reply, the applicants submit that the ECB infringed Article 23(3) of Directive 2013/36 and the third sentence of Paragraph 2c(1b) of the KWG. BaFin and the ECB relied essentially on their disapproval of the proposed acquirers’ business analysis. The ECB based the contested decision on the possible needs of Asian clients and competing available offers in order to find, on several occasions, that the business plan would not ‘work out’ and that there were no economic benefits visible. 462 The ECB maintains that that plea, which was new at the reply stage, is inadmissible under Article 84(1) of the Rules of Procedure and, moreover, that it is unfounded. 463 According to the fourth sentence of Paragraph 2c(1b) of the KWG, which transposes Article 23(3) of Directive 2013/36, the supervisory authority may not, inter alia, base its examination of the proposed acquisition on the economic needs of the market. 464 In the present case, the plea is not sufficiently substantiated, since it does not specify clearly which grounds of the contested decision are vitiated by unlawfulness. 465 In addition, even assuming that the plea implicitly refers to the ground set out in paragraph 2.4 of the contested decision, according to which the motivation for the proposed acquisition was not clear, the Court concludes that, by finding, in that paragraph, that the business plan presented great uncertainty as regards its operational implementation, its growth strategy and potentially any dividend distribution and thus any kind of economic benefit for PH from the investment, the ECB emphasised the lack of clarity in the motivation for the proposed acquisition, as set out in the business plan, and did not base its assessment on the economic needs of the market. 466 Even if that plea were admissible, in particular in the light of Article 84(1) of the Rules of Procedure, it must therefore be rejected as unfounded. 10. The sixth plea in law, alleging infringement of Article 19 and recital 75 of Regulation No 1024/2013, misuse of powers and error of assessment as to the existence of a ground for refusing to authorise the acquisition of the target bank 467 The applicants submit that the ECB made ‘errors of assessment’ as to the existence of a reason for refusing to grant permission for the acquisition of the target bank. The ECB’s criticism regarding the information submitted in paragraph 2.6 of the contested decision could not have been included in that decision, since the proposed acquirers had provided all the necessary information in the required form. PH’s previous asset management activities were risky. That gave the impression that BaFin wanted to prevent the sale and see the closure of the target bank. In paragraph 2.11 of the contested decision, the ECB wrongly infers from the fact that the proposed acquirers wish to avoid having to create a new bank that they do not understand the implications of acquiring a qualifying holding in a credit institution, which is incorrect and irrelevant to the assessment of compliance with the conditions required for the acquisition of the target bank. Therefore, the ECB misused its powers. 468 The ECB, supported by the Commission, disputes that line of argument. 469 According to Article 19(1) of Regulation No 1024/2013, when carrying out the tasks conferred on it by that regulation, the ECB and the national competent authorities acting within the Single Supervisory Mechanism are to act independently and the members of the Supervisory Board and the steering committee are to act independently and objectively in the interest of the Union as a whole and are neither to seek nor to take instructions from the institutions or bodies of the Union, from any government of a Member State or from any other public or private body. 470 Recital 75 of Regulation No 1024/2013 states that, in order to carry out its supervisory tasks effectively, the ECB should exercise the supervisory tasks conferred on it in full independence, in particular free from undue political influence and from industry interference which would affect its operational independence. 471 A measure is vitiated by misuse of powers only if it appears, on the basis of objective, relevant and consistent evidence, to have been taken solely, or at the very least primarily, for purposes other than those for which the power in question was conferred or with the aim of evading a procedure specifically prescribed by the FEU Treaty for dealing with the circumstances of the case (judgments of 14 December 2004, Swedish Match, C‑210/03, EU:C:2004:802, paragraph 75, and of 8 December 2020, Hungary v Parliament and Council, C‑620/18, EU:C:2020:1001, paragraph 82). 472 Where more than one aim is pursued, even if the grounds of a decision include, in addition to proper grounds, an improper one, that would not make the decision invalid for misuse of powers, since it does not nullify the main aim (judgments of 21 December 1954, Italy v High Authority, 2/54, EU:C:1954:8, p. 54, and of 21 September 2005, EDP v Commission, T‑87/05, EU:T:2005:333, paragraph 87). 473 In support of their line of argument that the ECB misused its powers, the applicants rely on the errors allegedly made by the ECB in paragraphs 2.5, 2.6 and 2.11 of the contested decision. 474 In that regard, in the first place, as regards paragraph 2.5 of the contested decision, as stated in paragraph 301 above, the applicants are not justified in claiming that PH’s previous asset management activities were not risky. 475 In the second place, as regards paragraph 2.6 of the contested decision, as stated in paragraph 310 above, the ECB did not err in finding that the information provided by the proposed acquirers was of poor quality. Consequently, the applicants are not justified in claiming that they provided all the necessary information in the required form. 476 In the third place, as regards paragraph 2.11 of the contested decision, the ECB did not rely on the fact that the proposed acquirers wished to avoid having to create a new bank, but on the fact that they were mistaken as to the scope of the qualifying holding procedure. As stated in paragraph 388 above, that fact was relevant, among others, for the purposes of assessing whether the proposed acquirers had the requisite technical competence. 477 In the fourth place, in the reply, the applicants claim that, by pointing out to the proposed acquirers the option of founding a new bank, BaFin revealed its ulterior motive of putting the target bank out of business. They refer to a letter from BaFin dated 25 August 2020. 478 However, as the ECB notes, there is no such reference in the letter of 25 August 2020 to which the reply refers. 479 Furthermore, even if the ECB had made the errors alleged by the applicants in paragraphs 2.5, 2.6 and 2.11 of the contested decision, which is not the case, such errors would not make it possible to establish the existence of objective, relevant and consistent evidence that could demonstrate that the ECB wished to prevent any sale of A’s shareholding in the target bank and to secure the closure of that bank. 480 The applicants are therefore not justified in claiming that the ECB misused its powers or, in any event, infringed Article 19 and recital 75 of Regulation No 1024/2013. 481 The plea must therefore be rejected. E. The request to consult the administrative file 482 In the application, the applicants seek, in general, ‘the consultation of the administrative file at the [ECB]’. They also claim, in the third plea, that they requested access to the ECB’s file, in particular with regard to the calculation of the equity ratio, and that that access has not yet been granted. 483 In the defence, the ECB contends that the request for access to the file cannot succeed, since it gave the proposed acquirers access to the file. 484 In the reply, the applicants make no comment in that regard. 485 The Court notes that the applicants do not request the Court to adopt a measure of organisation of procedure within the meaning of Article 89 of the Rules of Procedure. 486 Furthermore, it is apparent from the documents produced by the ECB in the defence that, by email of 17 February 2022, the proposed acquirers requested access to the file and that the ECB granted that access by email of 21 February 2022. That email contains a list of documents to which the ECB granted the applicants access. 487 Although the applicants claim that they did not obtain access to the file as regards the calculation of the equity ratio, they are not requesting that the Court ask the ECB to produce such a calculation. In addition, the BaFin proposal contains information relating to the target bank’s own funds needs according to its analysis, as stated in paragraph 109 above. 488 In those circumstances, there is no need to adopt a measure of organisation of procedure requiring the ECB to produce one or more documents relating to the case. 489 It follows from all the foregoing that the action must be dismissed as inadmissible as regards Socrates Capital and, in any event, as unfounded as regards all the applicants. IV. Costs 490 Under Article 134(1) of the Rules of Procedure, the unsuccessful party is to be ordered to pay the costs if they have been applied for in the successful party’s pleadings. As the applicants have been unsuccessful, they must be ordered to bear their own costs and to pay those incurred by the ECB, in accordance with the form of order sought by the ECB. 491 According to Article 138(1) of the Rules of Procedure, the Member States and institutions which have intervened in the proceedings are to bear their own costs. Consequently, the Commission must bear its own costs. On those grounds, THE GENERAL COURT (Fourth Chamber) hereby: 1. Dismisses the action; 2. Orders PH, PI, PJ and Socrates Capital Ltd to bear their own costs and to pay those incurred by the European Central Bank (ECB); 3. Orders the European Commission to bear its own costs. da Silva Passos Gervasoni Pynnä Delivered in open court in Luxembourg on 10 July 2024. V. Di Bucci S. Papasavvas Registrar President * Language of the case: English. 1 This judgment is published in extract form.