51 Amendments of Bernhard RAPKAY related to 2009/0064(COD)
Amendment 145 #
Proposal for a directive
Article 17 – paragraph 5 – subparagraph 2
Article 17 – paragraph 5 – subparagraph 2
In case of any loss of financial instruments which the depositary safe-keeps, the depositary can only discharge itself of its liability if it can prove that the loss has been caused by an external event and was not foreseeable and that it could not have avoided the loss which has occurred.
Amendment 148 #
Proposal for a directive
Article 17 – paragraph 5 – subparagraph 3
Article 17 – paragraph 5 – subparagraph 3
Liability to AIF investors may be invoked either directly orand indirectly through the AIFM, depending on the legal nature of the relationship between the depositary, the AIFM and the investors. The depositary's liability shall not be affected by any delegation referred to in paragraph 4.
Amendment 164 #
Proposal for a directive
Article 19 – paragraph 2 – point c a (new)
Article 19 – paragraph 2 – point c a (new)
(ca) the information listed in Article 20, to the extent that it has changed during the financial year covered by the report.
Amendment 177 #
Proposal for a directive
Article 20 – paragraph 1 – point h
Article 20 – paragraph 1 – point h
(h) a description of all fees, charges and expenses and of the maximum amounts thereof which are directly or indirectly borne by investors, together with a description of fees, charges and expenses paid in the last twelve months;
Amendment 182 #
Proposal for a directive
Article 20 – paragraph 1 – point j a (new)
Article 20 – paragraph 1 – point j a (new)
(ja) a description of the past performance of the AIF from its inception to the most recent assessment;
Amendment 183 #
Proposal for a directive
Article 20 – paragraph 1 – point j b (new)
Article 20 – paragraph 1 – point j b (new)
(jb) information on the identities of the AIFM shareholders or members, whether direct or indirect and whether natural or legal persons, that have qualifying holdings and an indication of the amounts of those holdings;
Amendment 184 #
Proposal for a directive
Article 20 – paragraph 1 – point j c (new)
Article 20 – paragraph 1 – point j c (new)
(jc) information on the track record regarding AIF managed by the AIFM, including performance data on ongoing and wound up AIF, and, when the AIFM is a legal person, on the legal representatives, directors and key employees of the AIFM;
Amendment 185 #
Proposal for a directive
Article 20 – paragraph 1 – point j d (new)
Article 20 – paragraph 1 – point j d (new)
Amendment 187 #
Proposal for a directive
Article 20 – paragraph 2 – introductory wording
Article 20 – paragraph 2 – introductory wording
2. For each AIF an AIFM manages, it shall periodically disclose to investors:
Amendment 188 #
Proposal for a directive
Article 20 – paragraph 2 – point a
Article 20 – paragraph 2 – point a
(a) on a periodic basis, the percentage of the AIF's assets which are subject to special arrangements arising from their illiquid nature;
Amendment 189 #
Proposal for a directive
Article 20 – paragraph 2 – point b
Article 20 – paragraph 2 – point b
(b) on a periodic basis, any new arrangements for managing the liquidity of the AIF;
Amendment 190 #
Proposal for a directive
Article 20 – paragraph 2 – point c
Article 20 – paragraph 2 – point c
(c) the current risk profile of the AIFon a periodic basis, but not less than every month, unless the information has not changed since the last disclosure, the current risk profile of the AIF, including the level of leverage used, and the risk management systems employed by the AIFM to manage these risks.
Amendment 194 #
Proposal for a directive
Article 21 – paragraph 1 – subparagraph 2
Article 21 – paragraph 1 – subparagraph 2
It shall provide aggregated information on the main instruments in which it is trading, markets of which it is a member or where it actively trades, and on the principal exposures and most important concentrations of each of the AIF it manages.
Amendment 196 #
Proposal for a directive
Article 21 – paragraph 2 – point c
Article 21 – paragraph 2 – point c
(c) the actual risk profile of the AIF, including the level of leverage used, and the risk management tools employed by the AIFM to manage these risks;
Amendment 197 #
Proposal for a directive
Article 21 – paragraph 2 – point e a (new)
Article 21 – paragraph 2 – point e a (new)
(ea) the structure of fees and the amounts paid to the AIFM;
Amendment 198 #
Proposal for a directive
Article 21 – paragraph 2 – point e b (new)
Article 21 – paragraph 2 – point e b (new)
(eb) the list of investors;
Amendment 199 #
Proposal for a directive
Article 21 – paragraph 2 – point e c (new)
Article 21 – paragraph 2 – point e c (new)
(ec) performance data of the AIF, including a valuation of assets.
Amendment 200 #
Proposal for a directive
Article 21 – paragraph 2 – subparagraph 1 a (new)
Article 21 – paragraph 2 – subparagraph 1 a (new)
In exceptional circumstances and when required in order to ensure the stability and integrity of the financial system, or to promote long term sustainable growth, the competent authorities of the home Member State and the Commission may impose additional reporting requirements.
Amendment 203 #
Proposal for a directive
Article 21 – paragraph 3 a (new)
Article 21 – paragraph 3 a (new)
3a. Each competent authority shall periodically disclose aggregate figures to the public on information received pursuant to paragraphs 1 and 2 above.
Amendment 204 #
Proposal for a directive
Article 21 – paragraph 4 – subparagraph 1
Article 21 – paragraph 4 – subparagraph 1
4. The Commission shall adopt implementing measures further specifying the reporting obligations referred to in paragraphs 1, 2 and 3, which may be adapted and supplemented in the light of evolving financial techniques, and their frequency.
Amendment 207 #
Proposal for a directive
Article 21 – paragraph 4 – subparagraph 2
Article 21 – paragraph 4 – subparagraph 2
The Commission shall also adopt implementing measures regarding the type of information made public pursuant to paragraph 3a. Those measures, designed to amend non- essential elements of this Directive by supplementing it, shall be adopted in accordance with the regulatory procedure with scrutiny referred to in Article 49(3).
Amendment 229 #
Proposal for a directive
Article 26 – paragraph 1 – point a
Article 26 – paragraph 1 – point a
(a) AIFM managing one or more AIF which either individually or in aggregation acquires 30 10%, 20%, 30 % or 50% or more of the voting rights of an issuer or of a non- listed company domiciled in the Community, as appropriate;
Amendment 230 #
Proposal for a directive
Article 26 – paragraph 1 – point b
Article 26 – paragraph 1 – point b
(b) AIFM havacting in concluded an agreemenert with one or more other AIFM which would allow the AIF managed by these AIFM to acquire 30 regarding the acquisition or exercise of voting rights by the AIF managed by these AIFM, when such AIFM manages one or more AIF which either individually or in aggregation acquires 10%, 20%, 30% or 50% or more of the voting rights of the issuer or the non-listed company, as appropriate.
Amendment 239 #
Proposal for a directive
Article 27 – title
Article 27 – title
Notification of the acquisition of Notification of the acquisition of a controlling influence in non-listed significant interest in non-listed companies companies and issuers
Amendment 241 #
Proposal for a directive
Article 27 – paragraph 1 – subparagraph 1
Article 27 – paragraph 1 – subparagraph 1
1. Member States shall ensure that when each time an AIFM is , acting a position to exercise 30 % or morelone or in concert with other AIFM, comes to hold through one or several AIF that it manages 10%, 20%, 30% or 50% of the voting rights of an issuer or a non-listed company, such AIFM notifiesit shall notify to the issuer or the non- listed company, and all other share- holderss appropriate, its employee representatives or, where there are no such representatives, the employees themselves, the competent authority of the AIFM and the competent authority of the Member State where the issuer or the non- listed company is established, the information provided for in paragraph 2.
Amendment 243 #
Proposal for a directive
Article 27 – paragraph 1 – subparagraph 2
Article 27 – paragraph 1 – subparagraph 2
This notification shall be made, as soon as possible, but not later than four trading days the first of which being the day on which the AIFM has reached the positicome to hold, through one of being able to exercise 3r several AIF that it manages, 10%, 20%, 30% or 50% of the voting rights.
Amendment 246 #
Proposal for a directive
Article 27 – paragraph 2 – point b
Article 27 – paragraph 2 – point b
(b) the conditions under which the 30% threshold has been reached, including information about the full identityfication of the different AIFM, AIF and shareholders involved and of persons acting in concert with them, any natural person or legal entity entitled to exercise voting rights on their behalf and, if applicable, the chain of undertakings through which voting rights are effectively held;
Amendment 251 #
Proposal for a directive
Article 27 – paragraph 2 – point c a (new)
Article 27 – paragraph 2 – point c a (new)
(ca) the intentions of the AIFM regarding the further acquisition of voting rights, the acquisition of control, the extent of leverage used to finance the acquisition and the planned investment horizon of the acquisition.
Amendment 252 #
Proposal for a directive
Article 27 – paragraph 2 – subparagraph 1 a (new)
Article 27 – paragraph 2 – subparagraph 1 a (new)
In the event of any material amendment to the information that has been notified, the AIFM shall notify the updated information pursuant to the procedure laid down in paragraph 1.
Amendment 258 #
Proposal for a directive
Article 28 – paragraph 1 – subparagraph 1
Article 28 – paragraph 1 – subparagraph 1
1. In addition to Article 27, Member States shall ensure that where an AIFM, acquirting alone or in concert with other AIFM, comes to hold through one or several AIF which it manages 30 % or more of the voting rights of an issuer or a non-listed company, that AIFM makor otherwise holds a controlling influence in such AIF, that AIFM notifies the information set out in the second and third subparagraphs available to the issuer, the non-listed company, their respective shareholders and representatives of employees or, where there are no such representatives, to the employees themselves, the competent authority of the AIFM and the competent authority of the Member State where the issuer or the non-listed company is established.
Amendment 262 #
Proposal for a directive
Article 28 – paragraph 1 – subparagraph 2 – introductory wording
Article 28 – paragraph 1 – subparagraph 2 – introductory wording
With regard to issuers, the AIFM shall make available the following to the issuer concerned, its shareholders and representatives of employees:out prejudice to Article 6(3) of Directive 2004/25/EC of the European Parliament and of the Council of 21 April 2004 on takeover bids1, the notification required under subparagraph 1 shall contain the following information: 1 OJ L 142, 30.4.2004, p. 12.
Amendment 263 #
Proposal for a directive
Article 28 – paragraph 1 – subparagraph 2 – point a
Article 28 – paragraph 1 – subparagraph 2 – point a
(a) the information referred to in Article 6(3) of Directive 2004/25/EC of the European Parliament and of the Council of 21 April 2004 on takeover bids; AIFM’s intentions with regard to the future business of the issuer or the non-listed company, the safeguarding of the jobs of their employees and management, including any material change in the conditions of employment, and in particular the AIFM’s strategic or development plan and the likely repercussions on employment and the locations of the companies' places of business of such plan;
Amendment 264 #
Proposal for a directive
Article 28 – paragraph 1 – subparagraph 2 – point a a (new)
Article 28 – paragraph 1 – subparagraph 2 – point a a (new)
(aa) planned significant divestments of assets;
Amendment 265 #
Proposal for a directive
Article 28 – paragraph 1 – subparagraph 3
Article 28 – paragraph 1 – subparagraph 3
Amendment 271 #
Proposal for a directive
Article 28 – paragraph 1 a (new)
Article 28 – paragraph 1 a (new)
1a. The information concerning the employee representatives or the employees pursuant to paragraph 1 shall be subject to Council Directive 2001/23/ECof 12 March 2001 on the approximation of the laws of the member States relating to the safeguarding of employee’s rights in the event of transfers of undertakings, businesses or parts of undertakings or businesses1. _________________________________ 1 OJ L 82, 22.3.2001, p. 16.
Amendment 273 #
Proposal for a directive
Article 28 – paragraph 2 – point a
Article 28 – paragraph 2 – point a
(a) the detailed content of the information provided under paragraph 1this Article;
Amendment 278 #
Proposal for a directive
Article 29 – paragraph 2 – introductory wording
Article 29 – paragraph 2 – introductory wording
2. The AIF annual report shall include the following additional information for each issuer and non listed company in which thean AIF has investedM exercises a controlling influence within the meaning of Article 28:
Amendment 281 #
Proposal for a directive
Article 29 – paragraph 2 – subparagraph 1 – point a
Article 29 – paragraph 2 – subparagraph 1 – point a
(a) with regard to operational and financial developments, presentation of revenue and earnings by business segment, statement on the progress of company's activities and financial affairs, assessment of expected progress on activities and financial affairs, report on significant events in the financial year, and details of the research and development effort;
Amendment 283 #
Proposal for a directive
Article 29 – paragraph 2 – subparagraph 1 – point c
Article 29 – paragraph 2 – subparagraph 1 – point c
(c) with regard to employee matters, turnover, terminations, recruitment., remuneration policy and other conditions of employment;
Amendment 284 #
Proposal for a directive
Article 29 – paragraph 2 – subparagraph 1 – point d
Article 29 – paragraph 2 – subparagraph 1 – point d
(d) statement on realised, ongoing or planned significant divestment of assets.;
Amendment 285 #
Proposal for a directive
Article 29 – paragraph 2 –subparagraph 1 – point d a (new)
Article 29 – paragraph 2 –subparagraph 1 – point d a (new)
(da) environmental policy;
Amendment 286 #
Proposal for a directive
Article 29 – paragraph 2 – subparagraph 1 – point d b (new)
Article 29 – paragraph 2 – subparagraph 1 – point d b (new)
(db) financing of the acquisition and plans for refinancing post-acquisition;
Amendment 287 #
Proposal for a directive
Article 29 – paragraph 2 – subparagraph 1 – point d c (new)
Article 29 – paragraph 2 – subparagraph 1 – point d c (new)
(dc) management compensation package;
Amendment 288 #
Proposal for a directive
Article 29 – paragraph 2 – subparagraph 1 – point d d (new)
Article 29 – paragraph 2 – subparagraph 1 – point d d (new)
(dd) acquisition and resale price;
Amendment 289 #
Proposal for a directive
Article 29 – paragraph 2 – subparagraph 1 – point d e (new)
Article 29 – paragraph 2 – subparagraph 1 – point d e (new)
(de) material changes to the locations of the issuer’s or private company’s places of business.
Amendment 291 #
Proposal for a directive
Article 29 – paragraph 2 – subparagraph 2
Article 29 – paragraph 2 – subparagraph 2
In addition, the AIF annual report shall, for each issuer in which it has acquiredan AIFM exercises a controlling influence, contain the information provided for in point within the meaning of Article 28, contain: (a) details of the composition and operation of the administrative, management and supervisory bodies and their committees and (fb) of Article 46a(1) of Fourth Council Directive 78/660/EEC of 25 July 1978 based on Article 54 (3) (g) of the Treaty on the annual accounts of certain types of companies and an overview of the capital structure as referred to in points (a) and (d) of Article 10(1) of Directive 2004/25/ECan overview of the capital structure, including securities which are not admitted to trading on a regulated market in a Member State, where appropriate with an indication of the different classes of shares and, for each class of shares, the rights and obligations attaching to it and the percentage of total share capital that it represents, and detailed information on the holders of any securities with special control rights and a description of those rights.
Amendment 293 #
Proposal for a directive
Article 29 – paragraph 2 – subparagraph 3
Article 29 – paragraph 2 – subparagraph 3
For each non-listed company in which it has acquiredan AIFM exercises a controlling influence within the meaning of Article 28, the AIF report shall provide an overview of the following management arrangements and the information provided for in points (b), (c) and (e) to (h) of Article 3 of Second Council Directive 77/91/EEC of 13 December 1976 on coordination of safeguards which, for the protection of the interests of members and others, are required by Member States of companies within the meaning of the second paragraph of Article 58 of the Treaty, in respect of the formation of public limited liability companies and the maintenance and alt: (a) the nominal value of the shares subscribed and, at least once a year, the number thereof; (b) the number of shares subscribed without stating the nominal value, where such shares may be issued under national law; (c) where there are several classes of shares, the information under (a) and (b) for each class and the rights attaching to the shares of each class; (d) whether the shares are registered or bearer shares, where national law provides for both types, and any provisions relating to the conversion of such shares unless the procedure is laid down by law; (e) the amount of the subscribed capital paid up at the time the company is incorporated or is authorised to commence business; (f) the nominal value of the shares or, where there is no nominal value, the number of shares issued for a consideration of their capital, with a view to making such safeguards equivalent. than in cash, together with the nature of the consideration and the name of the person providing that consideration.
Amendment 294 #
Proposal for a directive
Article 29 – paragraph 3
Article 29 – paragraph 3
3. The AIFM shall, for each AIF it manages and for which it is subject to this section, provide the information referred to in paragraph 2 above to all representatives of employees of the company concerned as referred to in paragraph 1 of Article 26, to the competent authority of the AIFM and to the competent authority of the Member State where the issuer or the non-listed company is established, within the period referred to in Article 19(1).
Amendment 297 #
Proposal for a directive
Article 29 a (new)
Article 29 a (new)
Amendment 299 #
Proposal for a directive
Article 29 b (new)
Article 29 b (new)
Amendment 301 #
Proposal for a directive
Article 29 c (new)
Article 29 c (new)