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Joint statement by the Council and the Commission on stablecoins

On 5 December 2019, the Council of the EU (Council) published a press release stating that the Council and the European Commission (Commission) have adopted a joint statement on stablecoins. The statement calls for a co-ordinated global response to tackle the challenges raised by global stablecoins and a emphasises the need to ensure legal clarity … Continue Reading

ESMA final report on draft RTS amending Prospectus RTS Regulation

On 4 December 2019, the European Securities and Markets Authority (ESMA) published its final report on the draft regulatory technical standard (RTS) amending the Prospectus RTS Regulation, which contains RTSs under the new Prospectus Regulation. The Prospectus RTS Regulation outlines the key financial information needed for the prospectus summary, the data for classification and publication … Continue Reading

ESMA updates Q&As on Prospectus Regulation

On 4 December 2019, the European Securities and Markets Authority (ESMA) published an updated version of its Q&As on the Prospectus Regulation. The updated Q&As insert a new question and answer (13.2) clarifying that it is not possible to include a pro-forma summaries in base prospectuses. The updated Q&As also insert a new question and … Continue Reading

Commission adopts Delegated Regulations on RTS on securitisation repositories

On 29 November 2019, the European Commission (Commission) adopted two Delegated Regulations containing regulatory technical standards (RTS) for securitisation repositories relating to mandates under the Securitisation Regulation: Commission Delegated Regulation on RTS on securitisation repository operational standards for data collection, aggregation, comparison, access and verification of completeness and consistency and Annex. Article 10(7)(a) and 17(2) … Continue Reading

FSB updates regulatory framework for haircuts on non-centrally cleared SFTs

On 26 November 2019, the Financial Stability Board (FSB) published an updated version (dated 25 November 2019) of its regulatory framework for haircuts on non-centrally-cleared securities financing transactions (SFTs). The framework aims to address financial stability risks associated with SFTs. The framework includes numerical haircut floors to apply to non-bank-to-non-bank SFTs that were finalised after … Continue Reading

Securitisation Regulation: Final RTS specifying information to be provided for STS notifications

On 12 November 2019, the European Commission published a Delegated Regulation supplementing the Securitisation Regulation with respect to regulatory technical standards (RTS) specifying the information to be provided in accordance with the ‘Simple, Transparent and Standardised’ (STS) notification requirements, together with annexes. Article 27(6) of the Securitisation Regulation mandates the European Securities and Markets Authority … Continue Reading

IOSCO statement on study of emerging global stablecoin proposals

On 4 November 2019, the International Organization of Securities Commissions (IOSCO) released a statement on a study of stablecoin initiatives with a potential global reach (Global Stablecoins). IOSCO’s FinTech Network (the Network), which is chaired by the FCA and was established in May 2018 to facilitate exchanges among IOSCO members on their experiences relating to … Continue Reading

Commission Delegated Regulation supplementing the Securitisation Regulation with regard to RTS on the specification of a securitisation to be made available by originator, sponsor and SSPE

On 16 October 2019, the European Commission (Commission) published a Delegated Regulation supplementing the Securitisation Regulation with regard to regulatory technical standards (RTS) specifying the information and the details of a securitisation to be made available by the originator, sponsor and securitisation special purpose entity (SSPE). Article 7(3) and (4) of the Securitisation Regulation mandates … Continue Reading

ESMA publishes final guidelines on risk factors under Prospectus Regulation

On 1 October 2019, the European Securities and Markets Authority (ESMA) published its final guidelines on risk factors under the Prospectus Regulation. There are minor amendments to the draft guidelines published in March 2019 (see previous blog here) including the insertion of 1 December 2019 as the date from which the guidelines will apply, but otherwise … Continue Reading

ESMA consults on disclosure guidelines under the Prospectus Regulation and updates Q&As

On 12 July 2019, the European Securities and Markets Authority (ESMA) issued a public consultation on draft guidelines on disclosure requirements under the Prospectus Regulation (PR). The purpose of the draft guidelines is to ensure that market participants have a uniform understanding of the relevant disclosure required in the various annexes included in ‘Commission Delegated … Continue Reading

Prospectus Regulation Delegated Regulations published in OJ

On 21 June 2019, there was published in the Official Journal of the European Union (OJ): Commission Delegated Regulation (EU) 2019/979 of 14 March 2019 supplementing the Prospectus Regulation with regard to regulatory technical standards on key financial information in the summary of a prospectus, the publication and classification of prospectuses, advertisements for securities, supplements … Continue Reading

ESMA guidelines on internalised settlement reporting under CSDR

On 30 April 2019, the European Securities and Markets Authority (ESMA) published the official translations of its guidelines on internalised settlement reporting under Article 9 of the Central Securities Depositories Regulation (CSDR). The guidelines apply to Member State competent authorities (NCAs) designated under Article 11 of the CSDR and to settlement internalisers as defined in … Continue Reading

ESMA guidelines on risk factors under the PR

On 29 March 2019, the European Securities and Markets Authority (ESMA) published a final report containing guidelines on risk factors under the Prospectus Regulation (PR). ESMA is mandated to provide the guidelines under Article 16(4) of the PR to assist Member State competent authorities in their review of the specificity and materiality of risk factors … Continue Reading

IOSCO work programme for 2019

On 25 March 2019, the International Organization of Securities Commissions (IOSCO) published its annual work programme for 2019.  The IOSCO Board has identified, amongst other things, five priority issues for 2019, namely: crypto-assets: In 2019, IOSCO will focus on how platforms where crypto-assets are traded are regulated and will also examine regulation of investment funds with … Continue Reading

ESMA thresholds below which an EU prospectus is not required

The Prospectus Regulation does not apply to an offer of securities to the public with a total consideration in the EU of less than 1 million EUR calculated over a period of 12 months. Article 3(2) of the Prospectus Regulation also provides that Member States may decide to exempt offers of securities to the public … Continue Reading

IOSCO consults on sustainable finance recommendations

On 1 February 2019, the International Organization of Securities Commissions (IOSCO) published a consultation report on sustainable finance in emerging markets and the role of securities regulators (the Consultation). Based on analysis by IOSCO’s Growth and Emerging Markets Committee (GEMC),  the Consultation proposes a set of 11 recommendations that member jurisdictions should consider when issuing … Continue Reading

Updated ESMA Q&As on Prospectuses

On 31 January 2019, the European Securities and Markets Authority (ESMA) published the 29th updated version of its Q&As on Prospectuses. Two new Q&As have been inserted at Questions 103 and 104: Question 103 concerns the choice of Prospectus Directive home Member State for third country issuers in the event that the UK withdraws from … Continue Reading

Updated ISDA Brexit FAQs

On 22 January 2019, the International Swaps and Derivatives Association (ISDA) published a memoranda of FAQs on Brexit. The FAQs address the possible UK position post-Brexit, and the responses to these FAQs involve an assessment of the various outcomes of the exit negotiations (including a no-deal outcome either on 29 March 2019 if the draft … Continue Reading

IOSCO report on good practices in supporting audit quality

On 17 January 2019, the International Organization of Securities Commissions (IOSCO) published a report setting out its views on good practices for audit committees of listed companies in supporting external audit quality. The report notes that whilst the auditor has primary responsibility for audit quality, the audit committee should promote and support quality and thereby … Continue Reading

Draft Commission Delegated Regulation on the format, content, scrutiny and approval of prospectuses

On 28 November 2018, the European Commission published a draft Delegated Regulation supplementing the Prospectus Regulation. The Annexes to the Delegated Regulation have been published separately, containing information on registration documents: securities notes; additional information to the registration documents and securities notes; EU Growth prospectus; and other categories of information. The draft text notes that … Continue Reading

Working Group on euro risk-free rates recommends ESTER as new euro risk-free rate

On 13 September 2018, the European Central Bank (ECB) published a press release outlining the recommendations of the private sector working group on euro-risk free rates (the Working Group). The Working Group has recommended that the euro short-term rate (ESTER) should become the new euro risk-free rate and replace EONIA. The recommendations of the Working … Continue Reading

ESMA issues RTS for implementation of the Prospectus Regulation

On 17 July 2018, the European Securities and Markets Authority (ESMA) published a final report containing final draft regulatory technical standards (RTS) under the Prospectus Regulation (PR). The final report follows an ESMA consultation paper that was published on 15 December 2017. The final draft RTS cover: key financial information for the summary of a … Continue Reading

ESMA consults on guidelines on risk factors under the Prospectus Regulation

On 13 July 2018, the European Securities and Markets Authority (ESMA) published a consultation paper on guidelines on risk factors under the Prospectus Regulation, as mandated under Article 16(4) of the Prospectus Regulation. The draft guidelines expand on concepts and instructions provided for in Article 16 of the Prospectus Regulation, namely: specificity, materiality, corroboration and … Continue Reading
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