Judgment;Abstract — ECLI:EU:T:2024:459
Date: 2024-07-10
Language of the case: French
Court formation: Third Chamber, Extended Composition
Subject matter: Economic and monetary policy
Procedure: Action for annulment - unfounded

summary of the grounds contained in paragraph 35 of the contested decision, the appellant before the Appeal Panel had argued that, by means of its internal booklet and its public guidance, the SRB imposed de facto an additional condition for the grant of a waiver which was not provided for in Regulation No 806/2014 and thus erred in law by exceeding the limits of its discretion, by failing to have regard to the objectives pursued by the provisions applied and depriving them of any practical legal effect. The appellant had submitted, in essence, that the approach in abstracto adopted by the SRB made it practically impossible for the waiver to be obtained. 75 It must also be recalled that the bank concerned relied on two guarantees in order to argue that there was no current or foreseen material practical or legal impediment to the prompt transfer of own funds within the meaning of Article 12h(1)(c) of Regulation No 806/2014. The guarantees in question from the parent undertaking guaranteeing the commitments of its subsidiary had been given in 2014 and 2015 in the context of applications for derogation from the application of prudential requirements on an individual basis and from the application of liquidity requirements on an individual basis pursuant to Articles 7 and 8 of Regulation No 575/2013. 76 It must be made clear that the arguments raised by the appellant before the Appeal Panel in support of its first ground did not concern the substantive assessments made by the SRB concerning the 2014 and 2015 guarantees upon which the banking group concerned relied to argue that the condition that there was no impediment to the prompt transfer of own funds was met. The arguments in question concerned the alleged error in law committed by the SRB because it exceeded its powers by automatically applying a condition not contained in Article 12h(1) of Regulation No 806/2014. 77 It thus fell to the Appeal Panel to verify whether the SRB had carried out a case-specific examination of the situation of the banking group concerned and of the guarantees put forward in support of its waiver application and whether it had thus complied with the limits of its discretion. In that context, it had to verify that the assessment made by the SRB was not a disguised examination in abstracto of the 2014 and 2015 guarantees but rather a credible case-specific analysis. 78 Accordingly, the French Republic is wrong to claim that the grounds and arguments raised by the appellant before the Appeal Panel, based on the error in law committed by the SRB by incorrectly applying Article 12h(1) of Regulation No 806/2014 and on the latter’s exceeding of the limits of its powers, should necessarily have led the Appeal Panel to examine whether the SRB was justified, in the light of all the relevant factors of the individual case, to require a specific guarantee. 79 Having regard to the grounds relied on by the appellant before the Appeal Panel, as recalled in paragraph 76 above, it is necessary to determine whether the Appeal Panel could have been right to take the view that the SRB’s analysis – at the end of which the SRB found there to be a risk that the 2014 and 2015 guarantees might not function in a non-viability scenario and that those guarantees did not satisfy the condition that there was no impediment to the prompt transfer of own funds – had been genuine and specific. 80 In that regard, it must be recalled that Article 12h(1) of Regulation No 806/2014 does not lay down precise rules as to how the condition that there is no impediment to the prompt transfer of own funds is to be met, but rather requires, in essence, that the SRB makes sure that the existing mechanisms, such as guarantees, are functionally equivalent to an internal MREL in a crisis scenario and, therefore, that there is no risk that, if the point of non-viability of the subsidiary is reached, the directors of the parent undertaking could hypothetically decide to pull out and thus to abandon the subsidiary, and not to ‘down-stream funds’ or to absorb losses or recapitalise. 81 In the present case, this meant that the Appeal Panel had to determine that the SRB had conducted a genuine and specific examination of the 2014 and 2015 guarantees and their effectiveness in a crisis scenario so as to enable the SRB to establish whether those existing mechanisms were functionally equivalent to an internal MREL in a gone concern scenario and, therefore, whether they allowed the banking group concerned to satisfy the condition that there is no impediment to the prompt transfer of own funds. 82 In that regard, first, it is apparent from the contested decision, in particular from paragraphs 4, 7, 12, 15, 49, 68, 75, 76, 88, 108, 110 and 116 thereof, that the Appeal Panel did examine whether the SRB had carried out a case-specific analysis of the waiver application. 83 The Appeal Panel recalled that the SRB had noted that the 2014 and 2015 guarantees had been provided in a different context, that is to say, pursuant to Articles 7 and 8 of Regulation No 575/2013, with a view to allowing the banking group concerned to benefit from a derogation from the application of the prudential requirements in terms of capital, on an individual basis, and from the application of the prudential requirements in terms of liquidity, on an individual basis. It found that the SRB had stressed that there was a possible scenario in which the deterioration of the situation of the subsidiary led to its default if the financial assistance by the guarantor had not yet been provided. It stated that the SRB had considered that, in such a situation, the purposes of the guarantees no longer applied. 84 The Appeal Panel stated that the SRB had relied in that regard on the assessments made by the internal resolution team. As is clear from paragraph 75 of the contested decision, that team had expressed strong reservations about the fact that the right to apply a guarantee, if one existed, would persist in the case of the default or failure of the subsidiary, and had pointed out that the subsidiary’s creditors could themselves invoke an enforceable right against the guarantor, so that ultimately the parent undertaking, that is to say, the guarantor, would be relieved of its legal obligation to guarantee against the failure of the subsidiary when that obligation would be most needed. 85 In paragraph 75 of the contested decision, reference is also made to the statements by the internal resolution team to the effect that the prompt transfer of own funds by the parent undertaking had to be guaranteed to the subsidiary in respect of which a determination of non-viability had been made in accordance with Article 21(3) of Regulation No 806/2014 and that the finding that the subsidiary was failing or likely to fail could be made in a situation in which that subsidiary was still able to meet its obligations and, therefore, in which the 2014 and 2015 guarantees were not yet triggered and could not be used to provide the support required. 86 It is thus apparent from the contested decision that the SRB’s examination of the existing mechanisms was in no way fictitious, rather that it did indeed carry out a genuine and specific analysis of the situation of the banking group concerned. Therefore, the French Republic is wrong to claim that the SRB imposed a guarantee automatically and in abstracto. 87 It follows that the Appeal Panel could rightly have taken the view, in essence, that the SRB had conducted an examination in concreto of the situation of the banking group concerned in order to determine whether that group satisfied the conditions contained in Article 12h(1) of Regulation No 806/2014. 88 Second, the conclusion that the Appeal Panel was right to take the view that the SRB had conducted a genuine and specific analysis of the situation of the banking group concerned also follows from the position adopted by the Appeal Panel, inter alia, in paragraphs 73, 74 and 83 of the contested decision. It is unambiguously stated therein that the SRB had a margin of discretion to determine whether there were impediments to the prompt transfer of own funds and that, in that context, the SRB could find there to be no impediment and grant a waiver even if the parent undertaking had not provided a guarantee in favour of its subsidiary. In that regard, the Appeal Panel explained that the condition that there is no obstacle to the prompt transfer of own funds could be met in accordance with the special statutory provisions under applicable national law and according to contractual arrangements existing between the companies within a group. 89 Third, the SRB’s exercise of its discretion and the examination in concreto of the condition in Article 12h(1)(c) of Regulation No 806/2014 are also supported by the Appeal Panel’s finding that the reasoning set out in the contested decision, as regards the lack of impediment to the prompt transfer of own funds, was not based on the SRB’s public guidance or its internal booklet, as is apparent from paragraphs 61 to 68 above. 90 For that reason, the French Republic’s request that the Court adopt a measure of organisation of procedure ordering the SRB to produce the versions of its internal booklet applicable in 2020 and 2021, on the ground that the booklet in question stated that the provision of a guarantee between the resolution entity and its subsidiary was a necessary condition with which the internal resolution teams were obliged to comply pursuant to Article 12h of Regulation No 806/2014, must be refused. 91 In that regard, it must be observed that the references made to the SRB’s internal booklet in the contested decision primarily appear in the context of the Appeal Panel’s response to the arguments raised by the appellant before the Appeal Panel which are based on that document. The line of argument which the French Republic seeks to advance by relying on the versions of the SRB’s internal booklet applicable in 2020 and 2021 is ineffective, since it could not call into question the conclusion rightly reached by the Appeal Panel that the SRB did carry out a case-specific analysis of the condition that there was no impediment to the prompt transfer of own funds in respect of the subsidiary of the banking group concerned. 92 None of the arguments put forward by the French Republic can cast doubt upon that conclusion. 93 In the context of an initial argument, the French Republic alleges that the Appeal Panel endorsed the SRB’s approach of assuming that the guarantees could not be activated in the event of a crisis and failed to conduct an in-depth analysis of national law in order to assess that question. 94 That line of argument cannot succeed. On the contrary, as is apparent, inter alia, from paragraph 86 above, the Appeal Panel ensured that the SRB had carried out a case-specific analysis of the facts and evidence before it, without applying the slightest ‘assumption’ in that regard. Further, it is not apparent from the contested decision that the banking group concerned or the appellant before the Appeal Panel identified provisions of applicable national law or agreements within that group which would have allowed the condition set out in Article 12h(1)(c) of Regulation No 806/2014 to be satisfied. The only elements put forward in support of the waiver application, with a view to demonstrating that there was no impediment to the prompt transfer of own funds, relate to the 2014 and 2015 guarantees. However, those very guarantees were specifically analysed by the SRB. 95 In that regard, the French Republic’s arguments, based on the manifest error of assessment allegedly committed by the SRB by disregarding the beneficial effects produced by existing ‘internal arrangements’, in a resolution scenario, and by taking the view that the 2014 and 2015 guarantees could not be used in a crisis scenario, must be rejected in any event because they are wholly unsubstantiated. 96 First, the French Republic does not identify the ‘internal arrangements’ upon which it relies to support its line of reasoning, nor, a fortiori, does it explain how those arrangements could have produced beneficial effects in the event of a resolution scenario. 97 Second, the French Republic does not point to any provision of national law or national legal principle which supports its line of argument relating to the allegedly usable nature of the 2014 and 2015 guarantees. At the very most, it cites a judgment of the Cour de cassation (Court of Cassation, France) of 4 February 1985, arguing that that judgment established that the concept of a ‘group interest’ may allow, subject to certain conditions, the strict defence of a company’s corporate interest to be set aside where that company grants financial assistance to another company in the same group. With regard to that concept of a ‘group interest’, the French Republic also refers in its reply, by means of a hyperlink, to a report from June 2015 entitled ‘Vers une reconnaissance de l’intérêt de groupe dans l’Union européenne?’ by the Club des Juristes (Commission Europe), which briefly lists the conditions to be fulfilled under French law ‘to prevent directors from being found to have misused corporate funds because of the provision of financial assistance between companies within the same group’ (pages 16 and 17 of that report). 98 It must be stated that both the French Republic’s explanations and the content of the report to which it refers are, to say the very least, vague and imprecise. They do not make it at all possible to determine the conclusions which the SRB should have drawn from them in the present case with regard to the 2014 and 2015 guarantees. In addition, as is apparent from the French Republic’s own pleadings, conditions have to be met in order for the concept of a ‘group interest’ to allow the strict defence of a company’s corporate interest to be set aside. The French Republic has not explained how those conditions were met in the present case. 99 In the second argument, the French Republic claims that errors were made by the SRB in its interpretation of Article 12h(1) of Regulation No 806/2014 because the legislature referred only to ‘material’ and ‘foreseen’ impediments and not to ‘any potential’ ‘future impediment’, and the reality of such impediments was not demonstrated in the present case. 100 That argument must be dismissed. The Appeal Panel did not commit any error in the interpretation of Article 12h(1) of Regulation No 806/2014 by taking the view, in essence, that the impediment to the prompt transfer of the 2014 and 2015 guarantees and the risk arising as a result did indeed fall under the concepts of ‘risk’ and ‘current or foreseen material impediment’ within the meaning of the abovementioned provision. As is apparent from paragraphs 82 to 85 above, the examination conducted by the Appeal Panel to determine whether the SRB had carried out a case-specific analysis of the waiver application actually shows that the 2014 and 2015 guarantees had been provided in a different context and that, in certain scenarios, there was a material risk that they would not be triggered or could no longer be triggered. 101 In the second place, the French Republic submits that the Appeal Panel erred in taking the view that the SRB had carried out a case-specific examination of the situation of the banking group concerned in order to determine the proportionate ‘content’ of the guarantee. It claims that the SRB determined that content automatically and without any specific analysis of the situation at a level at least equivalent to the hypothetical amount of the internal MREL which would have been applied without a waiver, and that, therefore, that content is disproportionate. 102 Such a line of argument must be rejected. The Appeal Panel recalled, first of all, in paragraph 75 of the contested decision, that the SRB needs to be reasonably satisfied that the existing guarantee was functionally equivalent to the pre-positioned internal MREL in a crisis scenario. Next, it pointed out that, in the present case, the SRB had taken the view, in the context of its discretion as recalled in paragraph 43 above, that the 2014 and 2015 guarantees, the only guarantees put forward by the banking group concerned in support of its waiver application, posed the risk of not being usable in a crisis scenario and thus being non-existent. Lastly, it noted that, in order to cover the risk in question, the SRB had considered that a guarantee that was functionally equivalent to the internal MREL in a crisis scenario and of an amount equivalent to the hypothetical amount of that internal MREL was therefore necessary. 103 In so doing, the Appeal Panel rightly found that the SRB had carried out a case-specific examination of the situation of the banking group concerned with a view to determining the content of the guarantee. 104 Furthermore, and in any event, for the reasons stated in paragraphs 96 to 98 above, it is necessary to reject the arguments based on the application of French law put forward by the French Republic with a view to demonstrating that the Appeal Panel had erred in its examination of the approach adopted by the SRB to determine the content of the guarantee and to establishing that that approach by the SRB was abstract and disproportionate. 105 In the third place, the French Republic submits that the Appeal Panel stated that the SRB had a ‘constrained and limited’ discretion when examining the conditions set out in Article 12h(1)(a) to (c) of Regulation No 806/2014 under which the waiver is permitted, but that it failed to explain the scope of that discretion and, therefore, did not examine the conclusions to be drawn, in the present case, from that discretion. 106 Such a line of argument is unfounded. 107 It is apparent from paragraphs 18 to 20 above that Article 12h(1) of Regulation No 806/2014, in part, imposes a strict obligation on the SRB and, in part, delegates a discretion to it. 108 As the Appeal Panel noted in paragraphs 58 to 61 of the contested decision, the discretion enjoyed in the second stage referred to in paragraph 20 above is not relevant in the present case, because the question at issue is not whether the SRB duly exercised that discretion once all the conditions had been met. In that regard, as recalled in paragraph 43 above, while the SRB is obliged to refuse a waiver application if one of the cumulative conditions laid down in Article 12h(1) of Regulation No 806/2014 is not met, it does enjoy a degree of discretion as regards the determination of the circumstances under which the third of those conditions (namely, there is no impediment to the prompt transfer of own funds) is satisfied. 109 Accordingly, and in view of the pleas alleging that the SRB has established an automatic requirement to provide a guarantee in order to be granted the waiver and thus exceeded its discretion in the course of the first stage, it fell to the Appeal Panel to examine whether the SRB had indeed carried out a case-specific assessment when it had analysed the situation of the banking group concerned and the 2014 and 2015 guarantees relied on by that group and had found them to be ineffective and that a guarantee from the parent company in favour of its subsidiary was required. 110 It is apparent from the reasoning stated in paragraphs 22 to 103 above that the Appeal Panel did indeed carry out the examination referred to in paragraph 109 above. It is likewise apparent from the abovementioned paragraphs that, having completed that examination, the Appeal Panel was right to have taken the view that the SRB had indeed carried out a case-specific assessment and that it had therefore neither established nor applied a new condition not provided for in Article 12h(1)(c) of Regulation No 806/2014 nor, accordingly, exceeded the limits of its discretion under that provision. 111 In view of the foregoing, there was no need for the Appeal Panel to provide any further explanations as to the scope of the SRB’s margin of discretion or to examine the conclusions to be drawn from it. 112 In the light of the foregoing, the second part of the first plea must be rejected. 113 The first plea must therefore be dismissed as unfounded. The second plea, alleging a breach of the principle of legal certainty 114 The French Republic submits that there was a breach of the principle of legal certainty because the criteria applied by the SRB for the purpose of examining the waiver application were neither clear nor precise and could not be foreseen by the banking group concerned. In that regard, it states that, on the date on which the application for waiver of the MREL was made to the SRB, the public guidance intended to set out the SRB’s MREL practice did not mention the need to provide a guarantee, and it claims that the requirement of a guarantee was included in the SRB’s internal document. 115 The SRB disputes that line of argument. 116 The principle of legal certainty is a fundamental principle of EU law which requires, in particular, that rules should be clear and precise, so that individuals may be able to ascertain unequivocally what their rights and obligations are and may take steps accordingly (judgment of 9 March 2017, Poland v Commission, C‑105/16 P, not published, EU:C:2017:191, paragraph 54). 117 The principle of legal certainty requires, inter alia, that rules of law be clear, precise and predictable in their effects, particularly where they may have negative consequences for individuals and undertakings (judgment of 28 September 2022, Malacalza Investimenti v ECB, T‑552/19 OP, not published, EU:T:2022:587, paragraph 52). 118 That principle requires that the binding nature of any act intended to produce legal effects must be derived from a provision of EU law which must be expressly indicated as its legal basis and which prescribes the legal form to be taken by that act (see judgment of 19 June 2015, Italy v Commission, T‑358/11, EU:T:2015:394, paragraph 123 and the case-law cited). The principle of predictability is an integral part of the principle of legal certainty (see, to that effect, judgment of 16 July 2014, National Iranian Oil Company v Council, T‑578/12, not published, EU:T:2014:678, paragraphs 111 and 112). 119 In the first place, it is important to recall that the provision the application of which lies at the heart of the present dispute is Article 12h(1)(c) of Regulation No 806/2014. That provision states that, for the waiver of the internal MREL to be granted, the requirement that ‘there is no current or foreseen material practical or legal impediment to the prompt transfer of own funds or repayment of liabilities by the resolution entity to the subsidiary’ must be satisfied. That provision must be regarded as being clear, precise and predictable in its effects, that is to say, that it states that the waiver may not be granted if there is an impediment to the prompt transfer of own funds. 120 First, Article 12h(1)(c) of Regulation No 806/2014 cannot be required to set out the various specific hypotheses in which the condition laid down in that provision is or is not satisfied, given that not all those hypotheses can be determined in advance by the legislature (see, to that effect, judgment of 20 July 2017, Marco Tronchetti Provera and Others, C‑206/16, EU:C:2017:572, paragraph 42). It is impossible to list the examples of impediments to the prompt transfer of own funds, just as the legislature cannot be required to state positively the measures which would ensure compliance with the condition that there are no such impediments. 121 Second, the principle of legal certainty does not preclude the relevant authorities from having some discretion in the application of the criteria laid down in the legislation. In the present case, the fact that the SRB enjoys a degree of discretion in assessing whether there is an impediment to the prompt transfer of own funds or in assessing the appropriate manner in which that condition is to be satisfied does not mean, however, that there has been a breach of the principle of legal certainty. 122 In that context, it must be observed that, in its pleadings, the French Republic argued that it had not claimed that Article 12h(1)(c) of Regulation No 806/2014 prohibited the SRB from requiring a specific guarantee under any circumstances and thus acknowledged, in essence, that that provision did allow the SRB to require a specific guarantee. Accordingly, the SRB’s request that the parent company of the banking subsidiary concerned provide a guarantee is not a priori unforeseeable, and therefore, nor does it constitute a breach of the principle of legal certainty. 123 In the second place, consideration must be given to the French Republic’s line of argument that economic operators received contradictory signals as far as concerned the SRB’s public guidance and its internal booklet and could thus have had legitimate doubts as to the correct interpretation of Article 12h(1)(c) of Regulation No 806/2014. The French Republic in fact asserts that, on the date on which the waiver application was made, the public guidance intended to provide the banking institutions with explanations as regards the SRB’s practice in relation to the MREL made no reference whatsoever to the need to provide a guarantee, but, in its internal booklet, the SRB had made the grant of the waiver of the minimum requirement for own funds conditional upon the provision of a specific guarantee. It states that that requirement of a specific guarantee had not been explicitly included in the public guidance until June 2022. In its view, there were thus significant discrepancies between the applicable legislation (which did not lay down any requirement of a specific guarantee), the public guidance (which did not provide for any specific guarantee before June 2022) and the SRB’s internal booklet (which did contain such a mandatory requirement) which were capable of constituting a breach of the principle of legal certainty. 124 That line of argument must be rejected. 125 First, although it is true that, when the waiver application which gave rise to the contested decision was made, the requirement of a specific guarantee for the purpose of satisfying the condition that there was no impediment to the transfer of own funds was not contained in the public guidance, that fact did not mean, however, that the SRB could never request such a guarantee. The banks could not reasonably interpret the lack of a clear statement in that regard as a definitive waiver, by the SRB itself, of the right to require a specific guarantee. 126 In that regard, and second, the 2020 public guidance clearly stated that the party applying for the waiver ‘[was] required to demonstrate that there [was] no impediment to the prompt transfer of own funds or repayment of liabilities’. The 2020 public guidance therefore unambiguously restated the obligation to be satisfied by those applying for the waiver – namely, the existence of an intragroup loss-transfer mechanism ensuring that potential impediments to the transfer of own funds were overcome – but did not limit the possible mechanisms for achieving that goal. In so doing, the SRB therefore implicitly permitted the option adopted by the mechanism in question in the form of a guarantee from the parent undertaking in favour of its subsidiary. 127 In that regard, the French Republic unsuccessfully relies on the judgment of 12 February 2014, Beco v Commission (T‑81/12, EU:T:2014:71), in which the Court found there to have been a breach of the principle of legal certainty. The judgment in question concerned an interpretative notice from the Commission intended to provide explanations to economic operators, but which ultimately had the opposite result because it sent out ‘contradictory signals’. However, for the reasons set out in paragraph 126 above, there must be found to have been no contradictory signals or unforeseeable measures in the present case. 128 Third, contrary to the French Republic’s claims, the exchanges which took place between the banking group concerned, the SRB and the internal resolution team in the course of the administrative procedure can be taken into account in assessing compliance with the principle of legal certainty, which is not determined solely in abstracto. In addition, the Appeal Panel observed, in particular in paragraphs 73 and 87 of the contested decision, that the SRB and the internal resolution team had clearly expressed their reservations concerning the liquidity and capital commitments provided in respect of the subsidiary by means of the 2014 and 2015 guarantees. The banking group concerned had thus been kept abreast of the SRB’s position in the circumstances of the present case. 129 Fourth, it follows from the examination of the first plea that the Appeal Panel in no way endorsed an approach allegedly adopted by the SRB which consisted in applying an obligation, as a matter of principle and automatically, to provide a specific guarantee in respect of the banking group concerned. That panel was right to take the view that the SRB had given specific consideration to the case in question and, in particular, to the 2014 and 2015 guarantees. 130 In that regard, the SRB rightly notes that it carried out a case-by-case assessment over the course of the resolution planning cycle for the year 2020 and that it did not request a guarantee from all banks. It states that it granted six waivers, three of which were not subject to guarantees. That fact bears out the Appeal Panel’s conclusion that the SRB does not require, automatically and in abstracto, that a specific guarantee is provided. 131 Lastly, the versions of the SRB’s internal booklet applicable in 2020 and 2021 were not available to the banking group concerned. In those circumstances, that document cannot have given ‘contradictory signals’ to or misled the banking group concerned. Furthermore, it is not clear from any paragraph of the contested decision that the Appeal Panel endorsed an approach by which the SRB applied instructions contained in its internal booklet in a purely mechanical fashion. 132 In the light of all the foregoing, the second plea must be dismissed as unfounded. The third plea, alleging a failure to satisfy the obligation to state reasons 133 The French Republic submits that the Appeal Panel was wrong to take the view that the SRB had satisfied the obligation to state reasons. In the French Republic’s view, the statement of reasons contained in the SRB’s decision, a decision endorsed by the Appeal Panel, is incomplete, because it fails to explain comprehensibly why the condition laid down in Article 12h(1)(c) of Regulation No 806/2014 was not met or which features of a guarantee would likely meet the SRB’s expectations. The SRB therefore failed to demonstrate why there was an impediment to the prompt transfer of own funds or repayment of liabilities by the resolution entity to the subsidiary. The French Republic adds that the Appeal Panel simply stated that the evidence provided by the banking group concerned (in particular, the 2014 and 2015 guarantees) could be insufficient in a crisis scenario to ensure the prompt transfer of own funds, and that such a statement of reasons cannot establish that there is a ‘current or foreseen material practical or legal’ impediment to the transfer of own funds. 134 The SRB contends that this plea must be dismissed. 135 The statement of reasons required, inter alia, by Article 296 TFEU must be appropriate to the measure at issue and must disclose in a clear and unambiguous fashion the reasoning followed by the institution which adopted the measure in such a way as to enable the persons concerned to ascertain the reasons for the measure and to enable the competent Court to exercise its power of review (see judgment of 8 May 2019, Landeskreditbank Baden-Württemberg v ECB, C‑450/17 P, EU:C:2019:372, paragraph 85 and the case-law cited). 136 The requirements to be satisfied by the statement of reasons depend on the circumstances of each case, in particular the content of the measure in question, the nature of the reasons given and the interest which the addressees of the measure, or other parties to whom it is of concern within the meaning of the fourth paragraph of Article 263 TFEU, may have in obtaining explanations. It is not necessary for the reasoning to go into all the relevant facts and points of law, since the question whether the statement of reasons meets the requirements of Article 296 TFEU must be assessed with regard not only to its wording but also to its context and to all the legal rules governing the matter in question (see judgment of 8 July 2020, Crédit agricole v ECB, T‑576/18, EU:T:2020:304, paragraph 130 and the case-law cited). 137 In the present case, having regard to the grounds relied on by the appellant before the Appeal Panel, as set out in paragraphs 76 to 78 above, the Court takes the view that, in the contested decision, the Appeal Panel did go into the crucially important facts and points of law, because the reasons stated therein enabled, first, the French Republic to ascertain the reasons for that decision in order to contest it and, second, the European Union judicature to exercise its power of review over the legality of that decision. 138 The French Republic was able to contest the merits of the reasoning followed by the Appeal Panel in the contested decision. It was able to claim that the Appeal Panel had endorsed a misinterpretation, by the SRB, of Article 12h(1)(c) of Regulation No 806/2014 and had disregarded the SRB’s ‘exceeding of its powers’. In addition, as is apparent from the analysis of the pleas and arguments raised in the application above, the Court has been able to rule on that line of argument and exercise its power of review over the legality of the contested decision. 139 In particular, the reasons, reproduced inter alia in paragraphs 82 to 88 above, upon which the Appeal Panel relied to find that the SRB had carried out a specific examination of the situation of the group concerned, enabled the French Republic to ascertain, to the requisite legal standard, the reasons for the approach adopted by that panel. 140 Furthermore, and in any event, the reasons stated in the SRB’s decision enabled the French Republic to ascertain why the SRB had considered it necessary for the parent undertaking to provide a guarantee in favour of its subsidiary in order to satisfy the condition laid down in Article 12h(1)(c) of Regulation No 806/2014 and why the SRB had taken the view that the 2014 and 2015 guarantees were insufficient in that regard. It must be added that the context was very familiar to the banking group concerned. As is apparent from the contested decision and from the SRB’s decision, various in-depth exchanges took place between the banking group concerned and the SRB over the course of the administrative procedure, detailed explanations about the inadequacy of those guarantees were provided and the internal resolution team with responsibility for the banking group concerned provided that group with a list of the key features of a guarantee, features deemed relevant to the further assessment of the waiver application. 141 The French Republic is therefore wrong to claim that the statement of reasons for the contested decision is inadequate. 142 It follows that the third plea must be dismissed as unfounded. 143 In the light of all the foregoing, the action must be dismissed in its entirety. Costs 144 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. Since the French Republic has been unsuccessful, it must be ordered to pay the costs, in accordance with the form of order sought by the SRB. On those grounds, THE GENERAL COURT (Third Chamber, Extended Composition) hereby: 1. Dismisses the action; 2. Orders the French Republic to pay the costs. Schalin Škvařilová-Pelzl Nõmm Steinfatt Kukovec Delivered in open court in Luxembourg on 10 July 2024. [Signatures] * Language of the case: French.