The Netherlands

Topic: Securities/Capital markets

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ESMA publishes updated Q&As on the Prospectus Regulation

On 13 October 2022, the European Securities and Markets Authority published updated questions and answers (Q&As) on the Prospectus Regulation. The Q&As now include Question 15.9:  Prospectus exemption in connection with a takeover by means of an exchange offer.… Continue Reading

ESMA public statement – Prospectus supervision in the context of EU sanctions connected to Russia’s invasion of Ukraine

On 7 July 2022, the European Securities and Markets Authority (ESMA) issued a public statement on prospectus supervision in the context of EU sanctions connected to Russia’s invasion of Ukraine. The statement alerts stakeholders to the European Commission’s FAQs, which cover the scope and implementation of EU sanctions and concerns whether there is sufficient legal … Continue Reading

ESMA final report: Review of certain aspects of the Short Selling Regulation

On 4 April 2022, the European Securities and Markets Authority (ESMA) published its final report on the review of certain aspects of the Short Selling Regulation (SSR). The final report: Contains empirical analysis of the impacts of the short selling bans imposed during the COVID-19 pandemic and proposes legislative amendments to provisions that govern emergency … Continue Reading

The AFM examines quality of order execution on PFOF trading venues

On 9 February 2022, the Dutch Authority for the Financial Markets (Autoriteit Financiële Markten, the AFM) published the results of a study into the quality of order execution on payment for order flow (PFOF) trading venues. The report containing the AFM’s findings is titled ‘Assessing the quality of executions on trading venues: The “Comparative Pricing … Continue Reading

ESMA statement on how to report the NSPs under the new reporting threshold of 0.1%

On 26 January 2022, the European Securities and Markets Authority (ESMA) published a statement clarifying how to report net short positions (NSPs) between 28 to 31 January 2022 when the reporting threshold changes from 0.2% to 0.1%. The European Commission adopted the decision to permanently lower the threshold from 0.2% to 0.1% on 27 September … Continue Reading

Delegated Regulation amending notification threshold under SSR published in OJ

On 11 January 2022, Commission Delegated Regulation (EU) 2022/27 amending the Short Selling Regulation (SSR) as regards the adjustment of the relevant threshold for the notification of significant net short positions in shares under Article 5(2) of the SSR was published in the Official Journal of the European Union. The Delegated Regulation adjusts the relevant … Continue Reading

Commission adopts new Delegated Regulation on the list of high risk countries under 4MLD

On 7 January 2022, the European Commission adopted a Delegated Regulation that amends the list of high-risk third countries with strategic anti-money laundering (AML) and counter-terrorist financing (CTF) deficiencies set out in Delegated Regulation (EU) 2016/1675. Delegated Regulation 2016/1675 is provided for under Article 9(2) of the Fourth Money Laundering Directive (4MLD) and identifies in … Continue Reading

AFM recommendations to limit behavioural risks of benchmark transition

On 30 June 2021, the Dutch Authority for the Financial Markets (Autoriteit Financiële Markten, the AFM) published recommendations on how to mitigate risks around the introduction of new fees and/or including fallback options in contracts by banks, insurers and pension funds in the context of the benchmark transition (the Recommendations). In its press release on … Continue Reading

ESMA proposes lowering the reporting threshold for net short positions to 0.1% on a permanent basis

On 20 May 2021, the European Securities and Markets Authority (ESMA) made a recommendation to the European Commission to permanently lower the threshold to notify net short positions on shares to Member State national competent authorities from 0.2% to 0.1%. The Commission may adopt a delegated act modifying the notification threshold in Article 5(2) of … Continue Reading

ESMA updates its Q&As relating to the Prospectus Regulation

On 5 May 2021, the European Securities and Markets Authority (ESMA) updated its Q&As on the Prospectus Regulation. ESMA has added three new Q&As that provide clarification on: The application of Article 4(1) of the CRA Regulation to credit rating disclosure in prospectuses. How to determine the home Member State in the context of global … Continue Reading

ESMA updates its Q&As relating to the Prospectus Regulation

On 31 March 2021, the European Securities and Markets Authority (ESMA) updated its Q&As on the Prospectus Regulation. ESMA has added four new Q&As that seek to clarify: The application of the exemption in Article 1(5)(b) of the Prospectus Regulation in a situation concerning non-transferable securities. The application of the Prospectus Regulation where shares can … Continue Reading

ESMA guidelines on disclosure requirements under the Prospectus Regulation

On 4 March 2021, the European Securities and Markets Authority (ESMA) published guidelines that are based on Article 20(12) of the Prospectus Regulation and Article 16(1) of the ESMA Regulation. The guidelines apply to Member State competent authorities and market participants and are intended to establish consistent, efficient and effective supervisory practices among Member State … Continue Reading

IOSCO work programme 2021/22

On 26 February 2021, the International Organisation of Securities Commissions (IOSCO) published its work programme for 2021/2022. Ashley Alder, Chair of the IOSCO Board, said: “In 2020, our agenda was dominated by the response to COVID-19 induced market stresses. IOSCO has actively taken steps to address potential financial stability risks including a particular focus on … Continue Reading

ESMA – languages accepted for scrutiny of the Prospectus and translation requirements for summaries

On 29 January 2021, the European Securities and Markets Authority (ESMA) published a table designed to facilitate the passporting of prospectuses and provide transparency for market participants regarding the use of languages by different competent authorities: Languages accepted for scrutiny of the prospectus. This shows the languages that each national competent authority accepts when acting … Continue Reading

Delegated Regulation supplementing the Prospectus Regulation as regards the minimum information content of the document to be published for a prospectus exemption in connection with a takeover by means of an exchange offer, a merger or a division

On 16 December 2020, the European Commission adopted a Delegated Regulation supplementing the Prospectus Regulation as regards the minimum information content of the document to be published for a prospectus exemption in connection with a takeover by means of an exchange offer, a merger or a division together with annexes. The Delegated Regulation is based … Continue Reading

ESMA renews its decision requiring net short position holders report positions of 0.1% and above

On 17 September 2020, the European Securities and Markets Authority (ESMA) announced that it was renewing its decision to temporarily require the holders of net short positions in shares traded on an EU regulated market to notify the relevant national competent authority if the position reaches or exceeds 0.1% of the issued share capital. The … Continue Reading

Commission Regulations amending the Prospectus RTS Regulation and Delegated Regulation

On 14 September 2020, there was published in the Official Journal of the EU: Commission Delegated Regulation (EU) 2020/1272 of 4 June 2020 amending and correcting Delegated Regulation (EU) 2019/979 supplementing Regulation (EU) 2017/1129 of the European Parliament and of the Council with regard to regulatory technical standards on key financial information in the summary … Continue Reading

ESMA decision renewing temporary decision to lower reporting threshold for holders of net short positions

On 30 July 2020, there was published in the Official Journal of the EU, the decision from the European Securities and Markets Authority renewing the temporary requirement to natural or legal persons who have net short positions to temporarily lower the notification thresholds of net short positions in relation to the issued share capital of … Continue Reading

ESMA renews its decision requiring net short position holders to report positions of 0.1% and above

On 11 June 2020, the European Securities and Markets Authority (ESMA) issued a public statement confirming that it had renewed its decision to temporarily require the holders of net short positions in shares traded on an EU regulated market to notify the relevant Member State national competent authority (NCA) if the position exceeds 0.1% of … Continue Reading

Dutch Minister of Finance answer questions on potential liquidity issues in the financial sector due to COVID-19

On 27 March 2020, the Dutch Minister of Finance (the Minister) sent a letter to the Dutch Parliament containing answers to questions raised by members of the Dutch Parliament on potential liquidity issues in the financial sector as a result of the COVID-19 crisis. The questions in the letter among other things relate to the … Continue Reading

ESMA confirms application date of equity transparency calculations

On 27 March 2020, the European Securities and Markets Authority (ESMA) announced that it had decided to keep the date of application of the transparency calculations for equity instruments of 1 April 2020 unchanged. ESMA has recently been asked by some stakeholders to postpone the date of application – required by MiFID II / MiFIR … Continue Reading

Short selling update

As market volatility has increased in the wake of the Covid-19 outbreak, several competent authorities have imposed bans on short sales in certain shares. Approach taken by the FCA To date, the FCA has introduced only temporary prohibitions on short selling in certain listed instruments, on the 13 and 17 March 2020, as set out … Continue Reading

ESMA issues positive opinions on bans on net short positions by Belgian FSMA and Greek HCMC

On 19 March 2020, the European Securities and Markets Authority (ESMA) issued official opinions agreeing to emergency net short positions prohibitions by the Financial Securities and Markets Authority (FSMA) of Belgium and the Hellenic Capital Market Commission (HCMC) of Greece.… Continue Reading
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