Activities of Marco VALLI related to 2018/0048(COD)
Shadow reports (1)
REPORT on the proposal for a regulation of the European Parliament and of the Council on European Crowdfunding Service Providers (ECSP) for Business PDF (944 KB) DOC (151 KB)
Amendments (45)
Amendment 155 #
Proposal for a regulation
Recital 12
Recital 12
(12) Given the risks associated with crowdfunding investments, it is appropriate, in the interest of the effective protection of investors, to impose a threshold for a maximum consideration for each crowdfunding offer. That threshold should be set at EUR 18 000 000, because that threshold corresponds to thewhich is the maximum threshold set out in Regulation (EU) 2017/1129 of the European Parliament and of the Council9 for the mandatory drawing up and approval of a prospectus above that threshold. _________________ 9 Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (OJ L 168, 30.6.2017, p. 12).
Amendment 161 #
Proposal for a regulation
Recital 15 a (new)
Recital 15 a (new)
(15a) In order to increase the funding opportunities for European SMEs and start-ups and to enable the development of an integrated and homogenous market for crowdfunding service provides across the EU, every crowdfunding project or offer provided by each crowdfunding platform should be made publicly accessible to all investors through a centralised register established by ESMA.
Amendment 163 #
Proposal for a regulation
Recital 17
Recital 17
(17) This Regulation aims to facilitate direct investment and to avoid creating regulatory arbitrage opportunities for financial intermediaries regulated under other Union legislation, in particular Union rules governing asset managers. The use of legal structures, including special purpose vehicles, to interpose between the crowdfunding project and investors, should therefore be strictly regulated and permitted only where it is justito eligible counterparties or elective professional investors as defined in Directive 2014/65/EU (MiFID).
Amendment 169 #
Proposal for a regulation
Recital 24 a (new)
Recital 24 a (new)
(24a) For the purposes of fighting money laundering and the financing of terrorism, as well as minimising the risks of financial crime and fraud, the Commission should examine the potential application of blockchain technologies in the crowdfunding sector in order to facilitate the verification of data and information relating to crowdfunding projects and offers intermediated on the crowdfunding platform, and increase their traceability and security;
Amendment 175 #
Proposal for a regulation
Recital 37
Recital 37
(37) To ensure fair and non- discriminatory treatment of investors and project owners, crowdfunding service providers that are promoting their services through marketing communications should not treat any particular project more favourably by singling it out fromthan other projects offered on their platform. Any open or planned projects should therefore not feature in marketing communications of a crowdfunding platform. Crowdfunding service providers should however not be prevented frombe allowed to mentioning successfully closed offers in which investments through the platform are no longer possible to facilitate the comparability of project outcomes.
Amendment 178 #
Proposal for a regulation
Recital 40
Recital 40
(40) It is important to effectively and efficiently ensure compliance with the requirements for authorisation and for the provision of crowdfunding services, in accordance with this Regulation. ESMAThe national competent authority should therefore be conferred competences to grant authorisation and exercise oversight. To enable ESMA to fulfil that supervisory mandate, he national competent authority should be given the power to request information, carry out general investigations and on-site inspections, issue public notices and warnings and impose sanctions. ESMAThe national competent authority should make use of its oversight and sanctioning competences in a proportionate manner.
Amendment 183 #
Proposal for a regulation
Recital 42
Recital 42
(42) ESMAThe national competent authority should charge fees on directly supervised entities to cover its costs, including overheads. The level of the fee should be proportionate to the size of a directly supervised entity, having regard to the early stage of development of the crowdfunding industry.
Amendment 192 #
Proposal for a regulation
Article 2 – paragraph 2 – point d
Article 2 – paragraph 2 – point d
(d) crowdfunding offers with a consideration of more than EUR 18 000 000 per crowdfunding offer, which shall be calculated over a period of 12 months with in regard to a particular crowdfunding project.
Amendment 211 #
Proposal for a regulation
Article 3 – paragraph 1 – point a – point ii a (new)
Article 3 – paragraph 1 – point a – point ii a (new)
(iia) the facilitation of offerings by investors to an entity issuing tokens via an Initial Coins Offerings (ICOs) using a counterparty;
Amendment 213 #
Proposal for a regulation
Article 3 – paragraph 1 – point d a (new)
Article 3 – paragraph 1 – point d a (new)
(da) "Initial Coin Offering or ICO" means any offer to the public by a firm issuing tokens representing either: (a) a legal claim on the ownership of the issuing firm equivalent to shares in companies (equity-tokens); (b) a legal claim on a future cash flow of the issuing firm equivalent to bonds (bond-tokens). This characteristic qualifies tokens as "transferable securities" as referred to in point (i) of this paragraph.
Amendment 219 #
Proposal for a regulation
Article 3 – paragraph 2
Article 3 – paragraph 2
2. The Commission shall be empowered to adopt delegated acts in accordance with Article 38 to specify further technical and legal elements of the definitions laid down in paragraph 1 to take into account market developments, technological developments and experience in the operation of crowdfunding platforms and provision of crowdfunding services.
Amendment 222 #
Proposal for a regulation
Article 4 – paragraph 5
Article 4 – paragraph 5
5. As regards the use of investment vehicles, including special purpose vehicles for the provision of crowdfunding services to investors which are eligible counterparties or elective professional investors as defined in Directive 2014/65/EU, crowdfunding service providers shall only have the right to transfer one or more assets to the special purpose vehicle to enable investors to take exposure to thatose assets by means of acquiring securities. The decision to take exposure to that underlying asset shall exclusively lie with investors.
Amendment 226 #
Proposal for a regulation
Article 5 a (new)
Article 5 a (new)
Article 5a Due diligence requirements 1. Crowdfunding service providers shall carry out a minimum level of due diligence on project owners that propose the project to be funded in their crowdfunding platform. 2. The minimum level of due diligence referred to in paragraph 1 shall comprise: (a) absence of criminal record in respect of convictions or penalties of national rules in force in the fields of commercial law, insolvency law, financial services legislation, anti-money laundering legislation, fraud or professional liability; (b) proof that the project owner or the firm that seek to be funded through the crowdfunding platform is not established in jurisdictions listed under the relevant UE policy on non-cooperative jurisdictions, or that are identified as high-risk third countries pursuant to Article 9(2) of Directive (EU) 2015/849 of the European Parliament and of the Council, or that do not effectively comply with Union or internationally agreed tax standards on transparency and exchange of information.
Amendment 231 #
Proposal for a regulation
Article 7 – paragraph 1
Article 7 – paragraph 1
1. Crowdfunding service providers shall not have any financial participation in any crowdfunding offer on their crowdfunding platforms. except if the financial participation concerns all projects or offers in a systematic and non- discriminatory way, with the aim to ensure an alignment of interests among investors;
Amendment 232 #
Proposal for a regulation
Article 7 – paragraph 2
Article 7 – paragraph 2
2. Crowdfunding service providers shall not accept as their clients any of their shareholders holding 20% or more of share capital or voting rights, any of their managers or employees, or any person directly or indirectly linked to those shareholders, managers and employees by control as defined in Article 4(1)(35)(b) of Directive 2014/65/EUwho exercises, or is in the position to exercise, significant influence or control over the crowdfunding projects and offers provided in the crowdfunding platform.
Amendment 236 #
Proposal for a regulation
Article 8 – paragraph 2
Article 8 – paragraph 2
2. Outsourcing of operational functions shall not impair materially the quality of the crowdfunding service providers’ internal control and the ability of ESMAthe national competent authority to monitor the crowdfunding service provider’s compliance with all obligations laid down in this Regulation.
Amendment 242 #
Proposal for a regulation
Article 10 – paragraph 1
Article 10 – paragraph 1
1. A legal person that intends to provide crowdfunding services shall apply to ESMAnational competent authority of the Member State where it is established for authorisation as a crowd funding service provider.
Amendment 251 #
Proposal for a regulation
Article 10 – paragraph 4
Article 10 – paragraph 4
4. ESMAThe national competent authority shall, within 20 working days of receipt of the application referred to in paragraph 1, assess, in close cooperation with ESMA, whether that application is complete. Where the application is not complete, ESMAthe national competent authority shall set a deadline by which the prospective crowdfunding service provider is to provide the missing information.
Amendment 253 #
Proposal for a regulation
Article 10 – paragraph 5
Article 10 – paragraph 5
5. Where an application as referred to in paragraph 1 is complete, ESMAthe national competent authority shall immediately notify the prospective crowdfunding service provider thereof.
Amendment 255 #
Proposal for a regulation
Article 10 – paragraph 6
Article 10 – paragraph 6
6. ESMAThe national competent authority shall, within two months from the receipt of a complete application, assess, in close cooperation with ESMA, whether the prospective crowdfunding service provider complies with the requirements set out in this Regulation and shall adopt a fully reasoned decision granting or refusing authorisation as a crowdfunding service provider. ESMAThe national competent authority, shall have the right to refuse authorisation, if there are objective and demonstrable grounds for believing that the management of the crowdfunding service provider may pose a threat to its effective, sound and prudent management and business continuity and to the adequate consideration of the interest of its clients and the integrity of the market.
Amendment 258 #
Proposal for a regulation
Article 10 – paragraph 6 a (new)
Article 10 – paragraph 6 a (new)
6a. The national competent authority shall notify ESMA of its decision on granting or refusing the authorisation. ESMA may request an assessment of the compliance with the requirements for authorisation and the reasons that justify the authorisation. If ESMA does not agree with the national competent authority’s decision, it shall present its reasons and shall explain and justify any significant deviation there from.
Amendment 259 #
Proposal for a regulation
Article 10 – paragraph 7
Article 10 – paragraph 7
7. ESMAThe national competent authority shall notify thewithout delay prospective crowdfunding service provider of its decision within five working days after having taken that decision.
Amendment 264 #
Proposal for a regulation
Article 11 – title
Article 11 – title
Amendment 266 #
Proposal for a regulation
Article 11 – paragraph 1
Article 11 – paragraph 1
1. ESMA shall establish a centralised register of all crowdfunding service providers authorised in accordance with Article 10, providing access to individual projects or offers provided by each crowdfunding platform. That register shall be publicly available on its website and shall be updated on a regular basis.
Amendment 267 #
Proposal for a regulation
Article 11 – paragraph 2 – point c a (new)
Article 11 – paragraph 2 – point c a (new)
(ca) updated information on individual crowdfunding projects or offers provided by each crowdfunding service platform;
Amendment 269 #
Proposal for a regulation
Article 12 – paragraph 1
Article 12 – paragraph 1
1. Crowdfunding service providers shall provide their services under the supervision of ESMAnational competent authorities.
Amendment 270 #
1a. Each Member State shall designate one or more national competent authorities that are responsible for granting the authorisation and carrying out the supervisory powers on crowdfunding service providers.
Amendment 271 #
Proposal for a regulation
Article 12 – paragraph 3
Article 12 – paragraph 3
3. ESMAThe national competent authorities shall assess compliance of crowdfunding service providers with the obligations provided for in this Regulation.
Amendment 273 #
Proposal for a regulation
Article 12 – paragraph 4
Article 12 – paragraph 4
4. Crowdfunding service providers shall notify ESMAthe national competent authority of any material changes to the conditions for authorisation without undue delay and, upon request, shall provide the information needed to assess their compliance with this Regulation.
Amendment 274 #
Proposal for a regulation
Article 13 – paragraph 1 – introductory part
Article 13 – paragraph 1 – introductory part
1. ESMAThe national competent authority shall have the power to withdraw the authorisation of a crowdfunding service provider in any of the following situations where the crowdfunding service provider:
Amendment 275 #
Proposal for a regulation
Article 13 – paragraph 3
Article 13 – paragraph 3
3. ESMAThe national competent authority shall withdraw the authorisation as a crowdfunding service provider where ESMA is of the opinionthe national competent authority, in consultation with ESMA, concludes that the facts referred to in points (a) and (b) of paragraph 2 affect the good repute of the management of the crowdfunding service provider, or indicate a failure of the governance arrangements, internal control mechanisms or procedures referred to in Article 5.
Amendment 276 #
Proposal for a regulation
Article 13 – paragraph 4
Article 13 – paragraph 4
4. ESMA shall notify, without undue delay, the national competent authority of the Member State where the crowdfunding service provider is establishedThe national competent authority shall notify, without undue delay, ESMA of its decision to withdraw the authorisation of a crowdfunding service provider.
Amendment 277 #
Proposal for a regulation
Article 14 – paragraph 1
Article 14 – paragraph 1
1. All information, including marketing communications as referred to in Article 19, from crowdfunding service providers to clients or potential clients about themselves, about the costs and charges related to crowdfunding services or investments, about the crowdfunding conditions, including crowdfunding project selection criteria, or about the nature of and risks associated with their crowdfunding services shall be clear, comprehensible, complete and correctfair, clear, correct and not misleading.
Amendment 283 #
Proposal for a regulation
Article 14 a (new)
Article 14 a (new)
Article 14a Default rate disclosure 1. Crowdfunding service providers shall publicly disclose every 6 months the default rate of the crowdfunding projects offered in their platforms over the last 12 months. The default rate shall be published in a clear manner on the website of the crowdfunding platform. 2. The Commission shall adopt delegated acts in accordance with Article 37 to specify the methodology to calculate the default rate of the projects.
Amendment 290 #
Proposal for a regulation
Article 15 – paragraph 4
Article 15 – paragraph 4
4. Where prospective investors do not provide the information required pursuant to paragraph 1, or where crowdfunding service providers consider, on the basis of the information received under paragraph 1 that the prospective investors have insufficient knowledge or that the services are not appropriate to them, crowdfunding service providers shall inform those prospective investors that the services offered on their platforms may be inappropriate for them and give them a risk warning. That information or risk warning shall not prevent prospective investors from investing in crowdfunding projects. This warning shall clearly state the risk of entire loss of the money invested.
Amendment 294 #
Proposal for a regulation
Article 15 – paragraph 5 – subparagraph 1 – introductory part
Article 15 – paragraph 5 – subparagraph 1 – introductory part
Crowdfunding service providers shall at all times offer prospective investors and investors the possibility to simulate their ability to bear loss, calculated as 103% of their net worth, based on the following information:
Amendment 301 #
Proposal for a regulation
Article 16 – paragraph 1
Article 16 – paragraph 1
1. Crowdfunding service providers shall provide prospective investors with a key investment information sheet drawn up by the project owner for each crowdfunding offer. The key investment information sheet shall be drafted in at least one of the official languages of the Member State concerned orand in a language customary in the sphere of international financeEnglish.
Amendment 305 #
Proposal for a regulation
Article 16 – paragraph 2 – point c
Article 16 – paragraph 2 – point c
This is not a saving product and you should not invest more than 103% of your net wealth in crowdfunding projects.
Amendment 316 #
Proposal for a regulation
Article 17 a (new)
Article 17 a (new)
Article 17a Public register of project owners Crowdfunding service providers shall establish a register of project owners registered in their platform. The register shall be publicly available on their website and shall be constantly updated. The register shall indicate the name, the month and year of birth and the country of residence and nationality of the project owner, as well as the final amount of funding collected per project, in accordance with data protection rules.
Amendment 318 #
Proposal for a regulation
Article 19 – paragraph 2
Article 19 – paragraph 2
Amendment 321 #
Proposal for a regulation
Article 19 – paragraph 3
Article 19 – paragraph 3
3. For their marketing communications, crowdfunding service providers shall use one or more of the official languages of the Member State in which the crowdfunding service provider is active or a language customary in the sphere of international financeand in English.
Amendment 325 #
2. The report shall be made public and shall assess the following:
Amendment 326 #
Proposal for a regulation
Article 38 – paragraph 2 – point a
Article 38 – paragraph 2 – point a
(a) the functioning of the market for crowdfunding service providers in the Union, including market development and trends, taking into account the supervisory experience acquired by ESMA, the number of crowdfunding service providers authorised by ESMA and their market sharend practices of national competent authorities, and in particular examining whether any adjustments are needed to the definitions set out in this Regulation and whether the scope of services covered by this Regulation remains appropriate;
Amendment 328 #
Proposal for a regulation
Article 38 – paragraph 2 – point b a (new)
Article 38 – paragraph 2 – point b a (new)
(ba) the opportunity to provide incentives to encourage the funding of sustainable projects with positive social and environmental return and small businesses in the field of innovation, research and development, including through the setting up of specific programs enabling those projects to be eligible for EIB funding and other EU funds;
Amendment 330 #
Proposal for a regulation
Article 38 – paragraph 2 – point c
Article 38 – paragraph 2 – point c
(c) the implementation of the technological innovation in the crowdfunding sector, including the application of the new innovative business models and blockchain-technologies to increase the transparency, security and traceability of data relating to crowdfunding projects and offers intermediated on crowdfunding platforms, in order to more effectively prevent fraud and financial crime as well as to minimise the risks of money laundering or terrorism financing;