17 Amendments of Fabio DE MASI related to 2015/0268(COD)
Amendment 135 #
Proposal for a regulation
Recital 1
Recital 1
(1) This Regulation constitutes an essential step towards the completion of the Capital Markets Union as set out in the Communication from the Commission to the European Parliament, the Council, the European Economic and Social Committee and the Committee of the Regions, entitled 'Action Plan on Building a Capital Markets Union' of 30 September 2015. The aim of the Capital Markets Union is to help businesses tap into more diverse sources of capital from anywhere within the European Union (hereinafter 'the Union'), make markets work more efficiently and offer investors and savers additional opportunities to put their money to work, in order to enhance growth and create jobs.
Amendment 136 #
Proposal for a regulation
Recital 3
Recital 3
(3) Disclosure of information in case of offers of securities to the public or admission of securities to trading on a regulated market is vital to protect investors by removing asymmetries of information between them and issuers. Harmonising this disclosure allows for the establishment of a cross-border passport mechanism which facilitates the effective functioning of the internal market in a wide variety of securities.
Amendment 138 #
Proposal for a regulation
Recital 4
Recital 4
Amendment 142 #
Proposal for a regulation
Recital 7
Recital 7
(7) The aim of this Regulation is to ensure investor protection and market efficiency, while enhancing the single market for capital. The provision of information which, according to the nature of the issuer and of the securities, is necessary to enable investors to make an informed investment decision ensures, together with rules on the conduct of business, the protection of investors. Moreover, such information provides an effective means of increasing confidence in securities and thus of contributing to the proper functioning and development of securities markets. The appropriate way to make this information available is to publish a prospectus.
Amendment 157 #
Proposal for a regulation
Recital 13
Recital 13
(13) Where offers of securities to the public are addressed only to domestic investors in one Member State, and thus have no cross-border effects, and where such offers do not exceed a total consideration of EUR 105 000 000, the passport mechanism under this Regulation is not needed and drawing up a prospectus may represent a disproportionate cost. Therefore it is appropriate to allow Member States to decide to exempt such kinds of offers from the prospectus obligation set out in this Regulation, taking into account the level of domestic investor protection they deem to be appropriate. In particular, Member States should be free to set out in their national law the threshold between EUR 5100 000 and EUR 105 000 000, expressed as the total consideration of the offer over a period of 12 months, from which this exemption should apply.
Amendment 181 #
Proposal for a regulation
Recital 24
Recital 24
(24) To ensure the uniform structure of the prospectus summary, general sections and sub-headings should be provided, with indicative contents which the issuer should fill in with brief, narrative descriptions including figures where appropriate. As long as they present it in a fair and balanced way, issuers should be given discretion to select the information that they deem to be material and meaningful.
Amendment 241 #
Proposal for a regulation
Recital 74 – indent 3
Recital 74 – indent 3
Amendment 243 #
Proposal for a regulation
Recital 78
Recital 78
Amendment 281 #
Proposal for a regulation
Article 1 – paragraph 3 – point d
Article 1 – paragraph 3 – point d
(d) an offer of securities with a total consideration in the Union of less than EUR 5100 000, which shall be calculated over a period of 12 months;
Amendment 339 #
Proposal for a regulation
Article 3 – paragraph 2 – subparagraph 1 – point b
Article 3 – paragraph 2 – subparagraph 1 – point b
(b) the total consideration of the offer is less than a monetary amount calculated over a period of 12 months, which shall not exceed EUR 105 000 000.
Amendment 344 #
Proposal for a regulation
Article 3 – paragraph 2 a (new)
Article 3 – paragraph 2 a (new)
2a. The referred thresholds shall be assessed after one year of the implementation of this Regulation and they shall be modified if the assessment so indicates.
Amendment 366 #
Proposal for a regulation
Article 7 – paragraph 2
Article 7 – paragraph 2
2. The content of the summary shall be accurate, fair, clear and not misleading. It, when read together with the other parts of the prospectus, be accurate, fair, clear and not misleading. The summary should be read as an introduction to the prospectus and the content of the summary shall be consistent with the other parts of the prospectus.
Amendment 373 #
Proposal for a regulation
Article 7 – paragraph 3 – point b a (new)
Article 7 – paragraph 3 – point b a (new)
(ba) be written in the official languages used in the part of the Member State where the investment product is distributed or where it has been written in a different language, it shall be translated into one of those languages. The translation shall faithfully and accurately reflect the content of the original document.
Amendment 390 #
Proposal for a regulation
Article 7 – paragraph 5 – subparagraph 1 a (new)
Article 7 – paragraph 5 – subparagraph 1 a (new)
The summary shall include the following statement: 'Risks appearing in this "Summary" section of the prospectus are, necessarily, selective, incomplete and condensed. Accordingly, prospective investors should consider not only the information in this "Summary" but also the additional risks and uncertainties described in the other sections of the prospectus.'
Amendment 408 #
Proposal for a regulation
Article 7 – paragraph 6 – point c
Article 7 – paragraph 6 – point c
(c) under a sub-section titled 'What are the key risks that are specific to the issuer?' a brief description of no more than fiveshort summary of the most material risk factors specific to the issuer contained in the category of highest materiality according to Article 16.
Amendment 420 #
Proposal for a regulation
Article 7 – paragraph 7 – subparagraph 1 – point d
Article 7 – paragraph 7 – subparagraph 1 – point d
(d) under a sub-section titled 'What are the key risks that are specific to the securities?' a brief description of no more than five of the most material risk factors specific to the securities, contained in the category of highest materialityshort summary of the risks specific to the securities which the issuer regards as the principal risks relating to the securities according to Article 16.
Amendment 498 #
Proposal for a regulation
Article 16 – paragraph 1
Article 16 – paragraph 1
1. The risk factors featured in a prospectus shall be limited toinclude all risks which are specific to the issuer and/or the securities and are material for taking an informed investment decision, as corroborated by the content of the registration document and the securities note. They shall be allocated across a maximum of three distinct categories which shall differentiate them by their relative materiality based on the issuer's assessment of the probability of their occurrence and the expected magnitude of their negative impact.