Germany

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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

ESMA consults on technical advice on minimum information content for prospectus exemption

On 13 July 2018, the European Securities and Markets Authority (ESMA) published a consultation paper on draft technical advice on minimum information content for prospectus exemption. The consultation paper sets out a draft version of EMSA’s technical advice on the minimum information content of documents provided for the purpose of describing a takeover, merger or … Continue Reading

IOSCO Annual Conference focuses on key challenges facing securities regulators

On 10 May 2018, the International Organization of Securities Commissions (IOSCO) issued a press release concerning its latest Annual Conference which discussed current issues facing securities market regulators. IOSCO reports that the public sessions of the Annual Conference focused on four key issues: the sale of unsuitable products to retail investors; the challenge of fintech … Continue Reading

ESMA proposes simplifications to prospectuses format and content

On 3 April 2018, the European Securities and Markets Authority (ESMA) published a final report containing technical advice under the Prospectus Regulation. The technical advice covers the areas of format and content of a prospectus, the EU growth prospectus and the scrutiny and approval of a prospectus. In its technical advice on the format and … Continue Reading

ESMA advises the Commission on specific elements of the Short-Selling Regulation

The European Securities and Markets Authority (ESMA) has issued technical advice to the European Commission on how to improve the Short-Selling Regulation. ESMA’s technical advice includes proposals around the following: Exemption for market making activities. ESMA proposes including the different types of on-venue market making activities described in MiFID II in the definition of ‘market-making … Continue Reading

ESMA updates its Q&A on prospectuses

The European Securities and Markets Authority (ESMA) has published an updated version of its Q&As document on prospectuses. The purpose of the Q&As is to promote common supervisory approaches and practices in the application of the Prospectus Directive (PD) and its implementing measures. It does this by providing responses to questions posed by the general … Continue Reading

Commission publishes a report on the SFTR

Regulation (EU) 2015/2365 on the transparency of securities financing transactions and of reuse (SFTR) aims to get a better understanding of the effects of shadow banking (non-bank credit intermediation) and to address the risks posed by securities financing transactions (SFTs). The European Commission (Commission) has now published a report that it is mandated to produce … Continue Reading

IOSCO final report on thematic review of implementation of client asset protection

The International Organization of Securities Commissions (IOSCO) has published a final report that sets out the findings from its thematic review into the progress jurisdictions have made in adopting legislation, regulation and other policies in relation to IOSCO’s Recommendations Regarding the Protection of Client Assets (the Principles). The review found that a majority of jurisdictions … Continue Reading

ESMA proposes simplifications for prospectuses

The European Securities and Markets Authority (ESMA) has published three consultation papers on the Prospectus Regulation: consultation paper on the format and content of the prospectus. On 28 February 2017, ESMA received a request for technical advice from the European Commission (Commission), including in relation to the format and content of the prospectus, base prospectus … Continue Reading

Brexit workshop for foreign issuers of securities organized by BaFin

On May 2017, the German Federal supervisory authority (Bundesanstalt für Finanzdienstleistungsaufsicht – BaFin) organized a workshop for foreign issuers of securities. BaFin representatives held various presentations on the possible consequences of Brexit. Three major questions were discussed taking into account various Brexit scenarios: Which issuers of securities prospectuses are concerned? What are the effects on … Continue Reading

Council adopts new rules on prospectuses

The Council of the EU has adopted the proposed Regulation that repeals and replaces the Prospectus Directive and the Prospectus Regulation.  The new Regulation on prospectuses enters into force on the 20th day after its publication in the Official Journal of the European Union. The majority of its provisions apply from 24 months after the … Continue Reading

ESMA advises Commission on fees for trade repositories

On 15 January 2016, the European Securities and Markets Authority (ESMA) received a formal request from the European Commission (Commission) to provide technical advice to assist the Commission in formulating an EU Regulation on fees for trade repositories (TRs) under the Regulation on transparency of securities financing transactions and of reuse (the SFTR). The technical … Continue Reading

ESMA provides implementing details for SFTR

The European Securities and Markets Authority (ESMA) has published a final report on standards implementing the Securities Financing Transaction Regulation (SFTR) and certain amendments to the European Markets Infrastructure Regulation (EMIR). The final report includes: a summary of feedback on ESMA’s proposals on the procedure and criteria for registration or extension of registration as a … Continue Reading

Comments on Capital Markets Union Mid-term Review

The German Banking Industry Committee (Die Deutsche Kreditwirtschaft), which represents approximately 1,700 banks in Germany has published comments on the European Commission’s Capital Markets Union (Kapitalmarktunion) mid-term review. In principle, the German Banking Industry Committee welcomes the Commission’s intention to update and complete the Action Plan on Building a Capital Markets Union. It recommends a review … Continue Reading

BREXIT: Prospectus Workshop for Foreign Issuer of Securities

On 23 May 2017 the Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht – BaFin) will host a workshop in which it will provide information about the possible consequences of Brexit for issuers as well as the main legal and practical aspects of BaFin’s prospectus approval process. The workshop will also explain the particular features of … Continue Reading

Transparency Directive: ESMA guide to EEA national rules on major holdings notifications

The European Securities and Markets Authority (ESMA) has published a practical guide that summarises the main rules and practices applicable across the EEA in relation to notifications of major holdings under national law in accordance with the Transparency Directive. Part I of the guide contains a fact sheet for each EEA state, setting out the national requirements … Continue Reading

IOSCO consultation report on order routing incentives

The International Organization of Securities Commissions (IOSCO) has published a consultation report on order routing incentives. In the report IOSCO surveys regulatory conduct requirements on brokers to manage conflicts of interest associated with order routing and obtaining best execution, where applicable, and assesses how this interacts with market practices around order routing incentives. It does … Continue Reading

ESMA Q&As on the application of the Prospectus Directive

The European Securities and Markets Authority (ESMA) has published updated Q&As on the application of the Prospectuses Directive. The Q&As include one new question and answer on the application of the ESMA guidelines on alternative performance measures to prospectuses. View Prospectuses: ESMA Q&As version 26, 20 December 2016… Continue Reading

BaFin plans to amend MaComp

The German Federal Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht – BaFin) plans to amend its circular regarding the Minimum Requirements for the Compliance Function and Additional Requirements Governing Rules of Conduct, Organisation and Transparency pursuant to sections 31 et seq. of the Securities Trading Act (Wertpapierhandelsgesetz – WpHG) for Investment Services Enterprises (MaComp). Bafin has commenced … Continue Reading
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