to the point: finance l Q1/2026

As we move into 2026, Central Eastern European financial markets are busy adapting to a steady flow of regulatory changes. The region is witnessing a pronounced wave of regulatory evolution, driven in large part by the transposition of key EU directives, while law-makers also seek to remove friction from financing transactions and strengthen legal certainty for market participants.

Consumer protection appears to be the defining theme of this quarter. Romania and Austria are both taking steps to implement CCD2, which significantly expands the regulatory perimeter to capture buy-now-pay-later products, small(er) loans and digital lending platforms. The directive demands more rigorous creditworthiness assessments and greater transparency in advertising and pre-contractual disclosures, reflecting a clear policy shift towards responsible lending. In parallel, the proposed PSD3 brings tighter liability caps for unauthorised transactions and enhanced anti-fraud measures.

Beyond consumer finance, we are pleased to report developments that will facilitate lending and capital markets activity across the region. Hungary has introduced an important exemption to its FDI screening regime for financing transactions. Meanwhile, Montenegro has taken a significant step towards ISDA netting opinion eligibility by amending its Financial Collateral Act to recognise close-out netting. Rounding out this edition, Austria examines the new ESAP reporting obligations – a topic EU issuers should factor into their near-term planning.

As compliance frameworks harmonise and transactional friction eases across the region, CEE looks set to see sustained lender and investor interest in the months ahead. We hope you find these updates useful and welcome any questions.

The European Single Access Point (ESAP), as a central point for public information on companies and financial products, was established by Regulation (EU) 2023/2859, which provides for a phased rollout. From 10 July 2026 (phase 1: data collection), issuers whose securities are admitted to trading on EU-regulated markets must comply with new reporting requirements. Under the new Article 21a(1) of the Prospectus Regulation, information for ESAP – which must be submitted to the competent national collection body – includes, for example, the prospectuses, supplements and final terms. From 10 July 2027, this information will then be made publicly available via the ESMA-operated ESAP platform. In Austria, pursuant to the Finanzmarktsammelgesetz (BGBl. I Nr. 5/2026), which entered into force on 19 February 2026, the FMA acts as a collection body, with the OeKB handling data submission. Documents must be submitted in data-extractable formats (e.g. editable PDFs) or, where required under EU law, in machine-readable formats (XML, XBRL, Inline XBRL) together with specified metadata, including the issuer's name and LEI, company size classification, economic sector, document type and an indication of whether the information contains personal data. See also the ESAP-Implementing Regulation (EU) 2025/1339 for more details.

CCD II replaces Directive 2008/48/EC and is substantially broader in scope. It aims to strengthen consumer protection by capturing small loans, "buy now, pay later" (BNPL) products and interest-free credits, tightening creditworthiness assessments, and expanding information obligations and debt counselling requirements.

Creditworthiness assessments must be conducted systematically on the basis of verifiable criteria, even for BNPL and interest-free credits. Where decisions are automated, transparency regarding the data used and the underlying decision-making logic is required.

Affected companies should plan implementation systematically across all relevant departments, including sales, legal, compliance and IT. 

Hungary has amended its foreign direct investment (FDI) screening regime by introducing an important exemption affecting financing transactions. Under the amendment to Act L of 2025, which entered into force on 17 December 2025, the granting of security over infrastructure, equipment and assets indispensable for the operation of a strategic company will no longer qualify as a transaction subject to FDI notification where such security is provided as collateral for financing granted by a credit institution.

The change addresses a long-standing uncertainty in practice, where certain security structures (such as pledges, call options or receivables-based security arrangements) could potentially trigger an FDI notification if they might lead to the acquisition of ownership or control, particularly where the financing institution qualified as a third-country credit institution. By clarifying that the mere creation of financing security does not in itself trigger an FDI notification obligation, the amendment is expected to reduce administrative burdens and facilitate financing transactions, while preserving the potential applicability of the FDI rules where the enforcement of security could ultimately result in the acquisition of ownership or control.

Schoenherr Partner Nikola Babić and Attorney at Law Petar Vučinić advised Montenegro's Ministry of Finance on amendments to the Financial Collateral Act, which entered into force on 17 February 2026. The reforms further align Montenegrin law with the EU Financial Collateral Directive. The amendments explicitly recognise close-out netting in financial contracts regardless of collateral and protect netting from being limited or suspended in insolvency, subject to financial institution resolution rules. The scope of eligible counterparties has also been expanded to include additional regulated financial institutions. These reforms represent an important step toward ISDA netting opinion eligibility and strengthen legal certainty for derivatives and repo transactions in Montenegro. 

Romania is preparing to transpose the revised CCD2 into national law, introducing comprehensive changes to consumer lending. The directive expands the regulatory scope to include buy-now-pay-later products, small short-term loans and digital lending platforms, while requiring creditors to conduct stricter creditworthiness assessments based on documented financial data to reduce overindebtedness. Transparency and fairness are reinforced through standardised pre-contractual information, clear cost disclosures, advertising with mandatory risk warnings, and the requirement that consumer consent be given explicitly, without pre-ticked boxes. Creditors must inform applicants of credit rejections within three business days and, when appropriate, provide access to debt counselling. Early repayment rules allow consumers to reduce instalments or shorten loan terms, with only legally permitted fees and mandatory consent for any new charges. Creditors are also expected to assist borrowers in financial difficulty before initiating enforcement or foreclosure proceedings.

The EU's proposed Payment Services Regulation (PSR) and revised Payment Services Directive (PSD3) significantly strengthen consumer protection in payment services. Key measures include a EUR 50 liability cap for unauthorised transactions, mandatory immediate reimbursement by the next business day, and extended refund rights for victims of impersonation fraud ("spoofing"). The framework reinforces Strong Customer Authentication (SCA) requirements, which have proven to reduce fraud rates by 70-80 %. New obligations extend IBAN/name verification to all credit transfers, enabling consumers to detect potential fraud before completing payments. Transparency is enhanced through standardised fee information documents and annual fee statements. Consumers also retain an unconditional eight-week refund right for direct debits, while EU residents are guaranteed access to basic payment accounts regardless of nationality.