BETA

27 Amendments of José Manuel GARCÍA-MARGALLO Y MARFIL related to 2009/0064(COD)

Amendment 337 #
Proposal for a directive
Article 2 – paragraph 1 b (new)
1b. Articles 31 to 33 shall not apply to the marketing of shares or units of AIF that are subject to a current offer to the public under a prospectus that has been drawn up and published in accordance with Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003 on the prospectus to be published when securities are offered to the public or admitted to trading1 1 OJ L 345, 31.12.2003, p. 64..
2010/02/15
Committee: ECON
Amendment 405 #
Proposal for a directive
Article 2 – paragraph 2 – point g w (new)
(gw) Internally-managed AIF which have legal personality, do not grant their shareholders any redemption or repurchase rights, invest predominantly in transferable securities, use no or only limited leverage and have their shares traded on a regulated market in the European Union;
2010/02/15
Committee: ECON
Amendment 518 #
Proposal for a directive
Article 4 – paragraph 1 a (new)
1a. An AIFM may apply for authorisation under this Directive in order to market in the Union, in accordance with this Directive, AIF which were established before the deadline for the transposition of this Directive, subject to the provision to competent authorities of the information referred to in Articles 31 and 33 and to investors of the information referred to in Article 20.
2010/02/15
Committee: ECON
Amendment 594 #
Proposal for a directive
Article 7 – paragraph 2 a (new)
In the case of internally managed AIF whose shares are admitted to trading on a regulated market, information on changes concerning AIFM shareholders with a qualifying holding will have to be notified to the competent authorities before implementation only when those shareholders are, or request to be, represented at the board of the AIF or otherwise exert, or attempt to exert, control or influence on the board or management of the AIF.
2010/02/15
Committee: ECON
Amendment 678 #
Proposal for a directive
Article 14 – paragraph 2
2. Where the value of the portfolios of AIF managed by the AIFM exceeds EUR 250 million, the AIFM shall provide an additional amount of own funds; that additional amount of own funds shall be equal to 0.,02 % of the amount by which the value of the portfolios of AIF managed by the AIFM exceeds EUR 250 million.
2010/02/15
Committee: ECON
Amendment 685 #
Proposal for a directive
Article 14 – paragraph 4 a (new)
4a. Notwithstanding paragraph 4, AIF portfolios meeting the following criteria shall be excluded from the calculation of the value of the portfolios of the AIFM, namely those that; (i) are not leveraged; (ii) have no redemption rights exercisable during a period of five years following the date of constitution of each AIF; and (iii) in accordance with their investment strategy and objectives, make investments and divestments infrequently. The Member States shall require that the initial capital of AIFM only managing AIF which fulfil the conditions set out in the first subparagraph is at least EUR 50 000.
2010/02/15
Committee: ECON
Amendment 782 #
Proposal for a directive
Article 16 – paragraph 4 – subparagraph 1 a (new)
However, in the case of internally managed AIF whose shares are admitted to trading on a regulated market in the European Union, the rules applicable to the valuation of assets, the preparation of accounts and, in general, any other transparency requirements will be those applicable to companies whose securities are admitted to trading on a regulated market.
2010/02/15
Committee: ECON
Amendment 786 #
Proposal for a directive
Article 16 – paragraph 4 a (new)
4a. This Article shall not apply in respect of AIF which are private equity funds.
2010/02/15
Committee: ECON
Amendment 847 #
Proposal for a directive
Article 17 – paragraph 1 a (new)
1a. An AIFM shall not, provided that the conditions as stated below are met, be required to appoint a depositary in respect of an AIF which has no redemption rights exercisable during a period of five years from the date of constitution of the AIF and which according to its investment strategy and objectives, makes investments and divestments on a non-frequent basis. The conditions referred to above are that: (a) the AIFM complies with the provisions of Articles 16 to 18 of Commission Directive 2006/73/EC implementing Directive 2004/39/EC of the European Parliament and of the Council as regards organisational requirements and operating conditions for investmente firms and defined terms for the purposes of that Directive 1 for the purposes of safeguarding the rights of AIF they manage and, where applicable, investors to financial instruments and funds belonging to them; and (b) the independent auditors of the AIF report their to the competent authorities of the home Member State on an annual basis as to whether: (i) payments made by investors on subscription of shares or units have been correctly booked; (ii) the AIFM has maintained systems adequate to enable to comply with the provisions referred to in Article 10 throughout the period since the last report and that the AIFM was in compliance with those provisions at the date of the report; (iii) the AIFM is able to demonstrate that the financial instruments which are reported to investors as held by or for the AIF are so held. 1 OJ L 241, 2.9.2006, p. 26.
2010/02/15
Committee: ECON
Amendment 974 #
Proposal for a directive
Article 17 – paragraph 5 b (new)
5b. Internally-managed AIF with legal personality which do not grant their shareholders any redemption or repurchase rights, invest predominantly in transferable securities, use no or only limited leverage and have their shares traded on a regulated market in the European Union may be exempted from the application of this article by the competent authority of the Member State where they have their registered office, provided the AIF´s ownership of all its assets is subject to appropriate systems of control and is verified by an independent auditor at least annually.
2010/02/15
Committee: ECON
Amendment 1286 #
Proposal for a directive
Article 26
Article 26 Scope 1. This section shall apply to the following: (a) AIFM managing one or more AIF which either individually or in aggregation acquires 30 % or more of the voting rights of an issuer or of a non- listed company domiciled in the Community, as appropriate; (b) AIFM having concluded an agreement with one or more other AIFM which would allow the AIF managed by these AIFM to acquire 30 % or more of the voting rights of the issuer or the non- listed company, as appropriate. 2. This section shall not apply where the issuer or the non-listed company concerned are small and medium enterprises that employ fewer than 250 persons, have an annual turnover not exceeding 50 million euro and/or an annual balance sheet not exceeding 43 million euro.deleted
2010/03/08
Committee: ECON
Amendment 1310 #
Proposal for a directive
Article 27
Article 27 Notification of the acquisition of controlling influence in non-listed companies 1. Member States shall ensure that when an AIFM is in a position to exercise 30 % or more of the voting rights of a non- listed company, such AIFM notifies the non-listed company and all other share- holders the information provided in paragraph 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 position of being able to exercise 30% of the voting rights. 2. The notification required under paragraph 1 shall contain the following information: (a) the resulting situation in terms of voting rights; (b) the conditions under which the 30% threshold has been reached, including information about the identity of the different shareholders involved; (c) the date on which the threshold was reached or exceeded.deleted
2010/03/08
Committee: ECON
Amendment 1334 #
Proposal for a directive
Article 28
Article 28 Disclosure in case of acquisition of controlling influence in issuers or non- listed companies 1. States shall ensure that where an AIFM acquires 30 % or more of the voting rights of an issuer or a non-listed company, that AIFM makes the information set out in the second and third subparagraphs available to the issuer, the non-listed company, deleted In addition to Article 27, Member the policy for preventing and (d) the identity of the AIFM which eitheir respective shareholders and representatives of employees or, where thereindividually or in agre no such representatives, to the employees themselves. With regard to issuers, theement with other AIFM shall make available the following to the issuer concerned, its shave reached the 30 % thresholders and representatives of employees: (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 bids1; (b); (e) the development plan for the non-listed company; (f) the policy for preventing and managing conflicts of interests, in particular between the AIFM and the issuer; non-listed company; (cg) the policy for external and internal communication of the issuer in particular 1 OJ L 142, 30.4.2004, p.12. as regards employees. With regard to non-listed companies, the AIFM shall make available the following to the non-listed company concerned, its shareholders and representatives of employees: 2. implementing measures determining: 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)or non-listed company, in particular as regards employees. The Commission shall adopt (a) the detailed content of the information provided under paragraph 1; (b) the way the information shall be communicated.
2010/03/08
Committee: ECON
Amendment 1389 #
Proposal for a directive
Article 29
Article 29 Specific provisions regarding the annual report of AIF exercising controlling influencedeleted manages and for which int is suers or non-listed companies Member States shall ensure that AIFM include in the annual report provided for in Article 19 for each AIF that they manage, the additional information provided in paragraph 2 of this Article. The AIF annual report shall include the following additional information for each issuer and non listed company in which the AIF has invested: (a) with regard to operational and financial developments, presentation of revenue and earnings by business segment, statementbject to this section, provide the information referred to in paragraph 2 above to all representatives of employees onf 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; (b) with regard to financial and other risks at least financial risks associated with capital structure; (c )with regard to employee matters, turnover, terminations, recruitment. company concerned referred to in paragraph 1 of Article 26 within the period referred to in Article 19 (d1) statement on significant divestment of assets. In addition, the AIF annual report shall, for each issuer in which it has acquired a controlling influence, coThe Commission shall adopt implementain the information provided for in point (f) of Article 46a(1) of Fourth Council Directive 78/660/EEC of 25 July 1978 basg measures specifying the detailed con Article 54 (3) (g) of the Treaty on the annual accounts of certain types of companies1 and an overview of the capital structure as referred to in points (a) and (d) of Article 10(1) of Directive 2004/25/EC. 1 OJ L 222, 14.8.1978, p. 11. For each non-listed company in which it has acquired a controlling influence, the AIF report shall provide an overview of 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 companiestent of the information to be provided under paragraphs 1 and 2. Those measures, designed to amend non-essential elements of this Directive by supplementing it, shall be adopted in accordance 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 alteration of their capital, with a view to making such safeguards equivalent1. 3.The AIFM shall, for each AIF it 4. regulatory procedure with scrutiny referred to in Article 49(3). Or. en OJ L 26, 31.1.1977, p. 1.
2010/03/08
Committee: ECON
Amendment 1426 #
Proposal for a directive
Article 30
Article 30 Specific provisions regarding companies whose shares are no longer admitted to trading on a regulated market Where, following an acquisition of 30 % or more of the voting rights of an issuer, the shares of that issuer are no longer admitted to trading on a regulated market, it shall nevertheless continue to comply with its obligations under Directive 2004/109/EC for two years from the date of withdrawal from the regulated market.deleted
2010/03/08
Committee: ECON
Amendment 1510 #
Proposal for a directive
Article 35 – paragraph 1
An AIFM may only market shares or units of an AIF domiciled in a third country to professional investors domiciled in a Member State, if the third country has signed an agreement with this Member State which fully complies with the standards laid down in Article 26 of the OECD Model Tax Convention and ensures an effective exchange of information in tax matters.
2010/02/18
Committee: ECON
Amendment 1558 #
Proposal for a directive
Article 39 – paragraph 1 –introductory part
1. Member States mayshall authorise, in accordance with this Directive, AIFM established in a third country to market units or shares of an AIF to professional investors in the CommunityUnion under the conditions of this Directive, provided that:
2010/02/18
Committee: ECON
Amendment 1562 #
Proposal for a directive
Article 39 – paragraph 1 – point a
(a) the AIFM is subject to authorisation or registration in the third country in which it is established and that third country is the subject of a decision taken pursuant to paragraph 3 (a) stating that its legislation regarding prudential regulation and on- going supervision is reasonably equivalent to the provisions of this Directive and is effectively enforced;
2010/02/18
Committee: ECON
Amendment 1563 #
Proposal for a directive
Article 39 – paragraph 1 – point b
(b) the third country is the subject of a decision taken pursuant to paragraph 3 (b) stating that it grants Community AIFM effective market access comparable to that granted by the Community to AIFM from that third country;deleted
2010/02/18
Committee: ECON
Amendment 1570 #
Proposal for a directive
Article 39 – paragraph 1 – point d
(d) the supervisor authority of the AIFM in the third country is a signatory to the IOSCO Multilateral Memorandum of Understanding Concerning Consultation and Cooperation and the Exchange Of Information or a cooperation-agreement between the competent authorities of that Member State and the supervisor of the AIFM exists which ensures an efficient exchange of all information that are relevant for monitoring the potential implications of the activities of the AIFM for the stability of systemically relevant financial institutions and the orderly functioning of markets in which the AIFM is active.;
2010/02/18
Committee: ECON
Amendment 1575 #
Proposal for a directive
Article 39 – paragraph 1 – point e
(e) the third country has signed an agreement with the Member State in which it applies for authorisation which fully complies with the standards laid down in Article 26 of the OECD Model Tax Convention and ensures an effective exchange of information in tax matters.;
2010/02/18
Committee: ECON
Amendment 1579 #
Proposal for a directive
Article 39 – paragraph 2 – point a
(a) general reasonable equivalence criteria for the equivalence and effective enforcement of third country legislation on prudential regulation and on-going supervision, based on the requirements laid down in Chapters III, IV and V. taking into consideration any international standards directly relating to the relevant type of AIFM or to the AIF that it manages which are issued by IOSCO or another international organisation in which the competent authority, the Member State, the Commission or the ESMA is a participant; the type and level of regulation and supervision may vary, in particular in accordance with the different types, size, or complexity of AIF and AIFM.
2010/02/18
Committee: ECON
Amendment 1580 #
Proposal for a directive
Article 39 – paragraph 2 – point b
(b) general criteria for assessing whether third countries grant Community AIFM effective market access comparable to that granted by the Community to AIFM from those third countries.deleted
2010/02/18
Committee: ECON
Amendment 1587 #
Proposal for a directive
Article 39 – paragraph 3 – point a
(a) that the legislation on prudential regulation and ongoing supervision of AIFM in a third country is reasonably equivalent to this Directive in accordance with the size, type or complexity of the AIFM or AIF and effectively enforced;
2010/02/18
Committee: ECON
Amendment 1588 #
Proposal for a directive
Article 39 – paragraph 3 – point b
(b) that a third country grant Community AIFM effective market access at least comparable to that granted by the Community to AIFM from that third country.deleted
2010/02/18
Committee: ECON
Amendment 1590 #
Proposal for a directive
Article 39 – paragraph 3 a (new)
3a. The Member State that grants such authorisation to an AIFM established in a third country shall be deemed to be the home Member State of the AIFM for the purposes of this Directive. The authorisation shall be valid for all Member States in relation to the marketing of units or shares in AIF, and a third-country AIFM which has been authorised by a Member State under this Article shall have the same rights and be subject to the obligations set out in Articles 16 and 17 of Chapter III and in Chapters IV, V and VI in relation to such marketing as an AIFM which is authorised under Chapter II of this Directive.
2010/02/18
Committee: ECON
Amendment 1640 #
Proposal for a directive – amending act
Article 51
AIFM operatingestablished in the Community before [the deadline for the transposition of...* shall adopt all necessary measures to comply with this Directive] and shall adopt all necessary measusubmit an application for authorisation by ...**. AIFM shall not be requiresd to comply with this Directive and shallor submit an application for authorisation within one year of the deadline for the transposition of this Directivein order to provide management services in respect of AIF established by ...*. * OJ: please insert date: date referred to in Article 54. ** OJ: please insert date: three years from the date referred to in Article 54.
2010/02/18
Committee: ECON