BETA

Activities of Claude GRUFFAT related to 2022/0411(COD)

Shadow reports (1)

2023/10/26
Committee: ECON
Dossiers: 2022/0411(COD)
Documents: PDF(439 KB) DOC(136 KB)
Authors: [{'name': 'Alfred SANT', 'mepid': 124781}]

Amendments (28)

Proposal for a regulation
Recital 62

(62) Article 18(1) of Regulation (EU) No 596/2014 obliges issuers and any person acting on their behalf or on their account to draw up and to keep updated a list of all persons who have access to inside information and who are working for them under a contract of employment, or otherwise perform tasks through which they have access to inside information, including advisers, accountants and credit rating agencies. Article 18(6) of Regulation (EU) No 596/2014, however, restricts that obligation for issuers whose financial instruments are admitted to trading on an SME growth market. Those issuers are to include in their insider lists only those persons who, due to the nature of their function or position within the issuer, have regular access to inside information. Given the availability of other existing supervisory enforcement tools, it is appropriate to use the same approach for all issuers, rather than only for issuers whose financial instruments are admitted to trading on an SME growth market.deleted

2023/07/13
Committee: ECON

Proposal for a regulation
Recital 63

(63) In some Member States, insider lists are considered particularly important for ensuring a high level of market integrity. For that reason, Article 18(6), second subparagraph, of Regulation (EU) No 596/2014 allows Member States to require issuers on SME growth markets to draw up the more extensive insider lists that include all persons who have access to inside information, however, on the basis of an alleviated format, requiring less information. To avoid excessive regulatory burden, while maintaining the essential information for competent authorities to investigate market abuse breaches, such an alleviated format should be used for all insider lists. Nevertheless, the option for Member States set out in Article 18(6), second subparagraph, of Regulation (EU) No 596/2014 should be maintained, provided that its use is justified by national market integrity concerns, and provided that it is only used in relation to issuers whose securities have been admitted to trading on a regulated market for at least the last 5 years. To ensure proportionate treatment of SMEs, that option should not be used for SME growth markets. To facilitate companies’ first time access to regulated markets as well as the companies’ transition from SME growth markets to regulated markets, issuers whose securities have been admitted to trading on a regulated market for less than 5 years should also not be obliged to draw up more extensive lists.deleted

2023/07/13
Committee: ECON

Proposal for a regulation
Recital 65

(65) In order to avoid an undue requirement for persons discharging managerial responsibilities to report and for companies to disclose transactions which would not be meaningful to investors, it is appropriate to raise the threshold for reporting and related disclosure from EUR 5 000 to EUR 210 000, while ~~allowing~~maintaining the ability of competent authorities to increase that threshold further, where justified.

2023/07/13
Committee: ECON

Proposal for a regulation
Recital 70

(70) The monitoring of order ~~book~~ data is crucial for the effective supervision of markets by competent authorities and to ensure market integrity. To enhance that monitoring through technological developments, competent authorities should be able to access order ~~book data~~data, concerning any financial instrument, irrespective of whether or not such order takes place on a trading venue or on a bilateral and dark trading spaces, not only on an ad-hoc request, but also on an ongoing basis. Moreover, to facilitate the processing of order ~~book~~ data by national competent authorities, it is necessary to harmonise the format of such data.

2023/07/13
Committee: ECON

Proposal for a regulation
Article 1 – paragraph 1 – point 1 – point b

Regulation (EU) 2017/1129
Article 1 – paragraph 4

~~(b) [...]~~deleted

2023/07/13
Committee: ECON

Proposal for a regulation
Article 1 – paragraph 1 – point 1 – point c

Regulation (EU) 2017/1129
Article 1 – paragraph 5

~~(c) [...]~~deleted

2023/07/13
Committee: ECON

Proposal for a regulation
Article 1 – paragraph 1 – point 6 – point a

Regulation (EU) 2017/1129
Article 6 – paragraph 1

Without prejudice to Article 14b(2), Article 15a(2) and Article 18(1), a prospectus shall contain the necessary financial and non-financial information which is material to an investor for making an informed assessment of:;

2023/07/13
Committee: ECON

Proposal for a regulation
Article 1 – paragraph 1 – point 6 – point a a (new)

Regulation (EU) 2017/1129
Article 6 – paragraph 1 – point ca (new)

(ab) in paragraph 1, the following point (ca) is added: (ca) any adverse impact by the issuer or the shares on climate and other environmental, social and governance risks, to the extent they are material.

2023/07/13
Committee: ECON

Proposal for a regulation
Article 1 – paragraph 1 – point 6 – point c

Regulation (EU) 2017/1129
Article 6 – paragraph 4

4. A prospectus that relates to shares or other transferrable securities equivalent to shares in companies shall be ~~of maximum length of 300 sides of~~produced on a A4-sized paper when printed and shall be presented and laid out in a way that is easy to read, using characters of readable size.

2023/07/13
Committee: ECON

Proposal for a regulation
Article 1 – paragraph 1 – point 6 – point c a (new)

Regulation (EU) 2017/1129
Article 6 – paragraph 5 a (new)

(c a) the following paragraph is added: 5a. In order to ensure uniform conditions of application of this Article, ESMA shall develop draft implementing technical standards to specify the template and layout, including the font size, and the plain language and style requirements to ensure that the information is clear, easy to understand, non-technical and concise.

2023/07/13
Committee: ECON

Proposal for a regulation
Article 1 – paragraph 1 – point 7 – point c – point ii a (new)

Regulation (EU) 2017/1129
Article 7 – paragraph 5 – second subparagraph – point f a (new)

(ii a) in the second subparagraph, the following point is added: ‘(fa) where applicable, a warning that the product is not compatible with the limiting of global warming to 1.5°C in line with the Paris Agreement or, where the product is exposed to coal, oil, gas-related activities, a warning on the risk that certain assets could become stranded or be inconsistent with responsible and sustainable investment practice.

2023/07/13
Committee: ECON

Proposal for a regulation
Article 1 – paragraph 1 – point 7 – point d a (new)

Regulation (EU) 2017/1129
Article 7 – paragraph 6 – point c a (new)

(d a) in paragraph 6, the following point is added: ‘(c a) under a sub-section entitled ‘What is the key sustainability information related to the issuer? a description of the sustainability performance of the issuer, including where relevant the exposure of the undertaking to coal, oil and gas- related activities, as referred to in Articles 19a(2), point (a)(iii), and 29a(2), point (a)(iii), of Directive 2013/34/EU;’

2023/07/13
Committee: ECON

Proposal for a regulation
Article 1 – paragraph 1 – point 7 – point e – point i a (new)

Regulation (EU) 2017/1129
Article 7 – paragraph 7 – subparagraph 1 – point a – points vi a and vi b (new)

(i a) in point (a), the following points are added: ‘(vi a) the proportion of EU taxonomy- aligned activities financed by the financial instruments to the EU Taxonomy; (vi b) the proportion of the investment that is used to finance coal, oil and gas-related activities;’

2023/07/13
Committee: ECON

Proposal for a regulation
Article 1 – paragraph 1 – point 7 – point h

Regulation (EU) 2017/1129
Article 7 – paragraph 12b – subparagraph 3 – point c – point iv a (new)

(iv a) key information on any issuer requirements to provide sustainability reporting and any information related to the securities being advertised as taking into account environmental, social or governance factors or pursuing ESG objectives in accordance with Article 13 of this Regulation;

2023/07/13
Committee: ECON

Proposal for a regulation
Article 1 – paragraph 1 – point 7 – point ha (new)

Regulation (EU) 2017/1129
Article 7 – paragraph 13a (new)

(h a) the following paragraph is added: 13 a. In order to ensure uniform conditions of application of this Article, ESMA shall develop draft implementing technical standards to specify the template and layout, including the font size, and the plain language and style requirements to ensure that the information included in the summary is clear, easy to understand, non-technical and concise. Moreover, ESMA shall specify the standards and criteria for the presentation of the essential information to be included in the summary in the form of graphs, infographics, charts and dashboard to facilitate the accessibility and comparability of information, while ensuring they are clear, accurate and not misleading for investors, in particular non-professional investors.

2023/07/13
Committee: ECON

Proposal for a regulation
Article 2 – paragraph 1 – point 5 – point a

Regulation (EU) No 596/2014
Article 17 – paragraph 1 – subparagraph 1

An issuer shall inform the public as soon as possible of inside information which directly concerns that issuer. That requirement shall not apply to intermediate steps in a protracted process as referred to in Article 7(2) and (3) where those steps are connected with bringing about a set of circumstances or an event, provided that the absence of disclosure is not likely to mislead the public.;

2023/07/13
Committee: ECON

Proposal for a regulation
Article 2 – paragraph 1 – point 5 – point b

Regulation (EU) No 596/2014
Article 17 – paragraphs 1a and 1b

~~(b) the following paragraphs 1a and 1b are inserted: ‘ 1a. empowered to adopt a~~ delegated act to set out and review, where necessary, a non- exhaustive list of relevant information and, for each information, the moment when the issuer can be reasonably expected to disclose it. 1b. confidentiality of the information which meets the criteria of inside information set out in Article 7 until that information is disclosed pursuant to paragraph 1. Where the confidentiality of that inside information is no longerThe Commission shall be An issuer shall ensured, the ~~issuer shall disclose that inside information to the public as soon as possible.; ’~~

2023/07/13
Committee: ECON

Proposal for a regulation
Article 2 – paragraph 1 – point 5 – point c

Regulation (EU) No 596/2014
Article 17 – paragraph 4

(c) paragraph 4 is replaced by the following: ‘ 4. An issuer or an emission allowance market participant, may, on its own responsibility, delay disclosure to the public of inside information provided that all of the following conditions are met: (a) prejudice the legitimate interests of the issuer or emission allowance market participant; (b) issuer intends to delay meets the following conditions: (i) the previous public announcement of the issuer on the matter to which the inside information refers to; (ii) issuer’s financial objectives are not likely to be met, where such objectives were previously publicly announced; (iii) market’s expectations, where such expectations are based on signals that the issuer has previously sent to the market, including interviews, roadshows or any other type of communication organised by the issuer or with its approval; (c) the issuer or emission allowance market participant is able to ensure the confidentiality of that information. Where an issuer or emission allowance market participant intends to delay the disclosure of inside information under this paragraph, it shall inform the competent authority specified in accordance with paragraph 3 of its intention to delay the disclosure of inside information and shall provide a written explanation of how the conditions set out in this paragraph were met, immediately after the decision to delay is taken.; ’deleted immediate disclosure is likely to the inside information that the it is not materially different from it does not regard the fact that the it is not in contrast with the

2023/07/13
Committee: ECON

Proposal for a regulation
Article 2 – paragraph 1 – point 6

Regulation (EU) No 596/2014
Article 18

(6) Article 18 is amended as follows: (a) paragraph 1 is replaced by the following: ‘ 1. (a) due to the nature of their function or position within the issuer, have regular access to inside information (permanent insider list); (b) insider list in accordance with paragraph 4; and (c) to the competent authority as soon as possible upon its request.; ’ (b) 1b are inserted: ‘ 1a. behalf or on the issuer’s accountdeleted Issuers shall: draw up ~~its own~~a list of all persons having access to inside information that directly concerns that issuer. Paragraph 1, points (b) and (c), shall apply. 1b. paragraph 1, and where justified by specific national market integrity concerns, Member States may require issuers whose securities have been admitted to trading on a regulated market for at least the last 5 years to draw up a list of all persons having access to inside information and working for them under a contract of employment, or otherwise performing tasks through which they have access to inside information, including advisers, accountants or credit rating agencies (full insider list). Paragraph 1, points (b) and (c), shall apply.; ’ (c) subparagraph is replaced by the following: ‘ Issuerswho, promptly update the permanent provide the permanent insider list the following paragraphs 1a and aAny person acting on their behalf or on their account shall request from the persons on the insider list the acknowledgement of their legal and regulatory duties entailed in a durable medium. Persons included in the insider list shall acknowledge their legal and regulatory duties in a durable medium without undue delays.; ’ (d) (e) following: ‘ 9. ESMA shall review the implementing technical standards on the alleviated format of the insider lists for issuers admitted to trading on SME growth markets to extend the use of such a format to all insider lists referred to in paragraphs 1, 1a and 1b. ESMA shall submit those draft implementing technical standards to the Commission [by 9 months after the application/entering into force of this Regulation]. Power is conferred on the Commission to adopt the implementing technical standards referred to in the first subparagraph in accordance with Article 15 of Regulation (EU) No 1095/2010.; ’ issuer’s By way of derogation from in paragraph 2, the first paragraph 6 is deleted; paragraph 9 is replaced by the

2023/07/13
Committee: ECON

Proposal for a regulation
Article 2 – paragraph 1 – point 7 – point a – introductory part

Regulation (EU) No 596/2014
Article 19 – paragraph 8

(a) paragraphs 8 ~~and 9 are~~is replaced by the following:

2023/07/13
Committee: ECON

Proposal for a regulation
Article 2 – paragraph 1 – point 7 – point a

Regulation (EU) No 596/2014
Article 19 – paragraph 8

8. Paragraph 1 shall apply to any subsequent transaction once a total amount of EUR 210 000 has been reached within a calendar year. The threshold of EUR 210 000 shall be calculated by adding without netting all transactions referred to in paragraph 1.

2023/07/13
Committee: ECON

Proposal for a regulation
Article 2 – paragraph 1 – point 7 – point a

Regulation (EU) No 596/2014
Article 19 – paragraph 9

9. A competent authority may decide to increase the threshold set out in paragraph 8 to EUR 50 000 and shall inform ESMA of its decision and the justification for its decision, with specific reference to market conditions, to adopt the higher threshold prior to its application. ESMA shall publish on its website the list of thresholds that apply in accordance with this Article and the justifications provided by competent authorities for such thresholds.;deleted

2023/07/13
Committee: ECON

Proposal for a regulation
Article 2 – paragraph 1 – point 10

Regulation (EU) No 596/2014
Article 25a – Title

Article 25a Mechanism to exchange order ~~book~~ data

2023/07/13
Committee: ECON

Proposal for a regulation
Article 2 – paragraph 1 – point 10

Regulation (EU) No 596/2014
Article 25a – paragraph 1 – subparagraph 1

1. ~~Competent authorities supervising trading venues with a significant cross- border dimension~~ESMA shall, by [12 months from the date of entry into force of this Regulation], set up a mechanism to permit competent authorities supervising trading venues and systematic internalisers with a significant cross-border dimension, ongoing and timely exchange of order book data referred to in paragraph 2 and collected from those trading venues in accordance with Article 25 of Regulation (EU) No 600/2014 ~~with respect to the instruments traded in such market. Competent authorities may delegate the set-up of the mechanism to ESMA~~s well as indications of interest and quotes from systematic internalisers, with respect to the instruments traded in such market.

2023/07/13
Committee: ECON

Proposal for a regulation
Article 3 – paragraph 1 – point -1 (new)

Regulation (EU) No 600/2014
Article 25 – paragraph 1

(-1) paragraph 1 is replaced by the following: '1. Investment firms shall keep at the disposal of the competent authority, for five years, the relevant data relating to all orders and all transactions in financial instruments which they have carried out, whether on own account or on behalf of a client. The competent authority of the trading venue may request those data on an ongoing basis. In the case of transactions carried out on behalf of clients, the records shall contain all the information and details of the identity of the client, and the information required under Directive 2005/60/EC of the European Parliament and of the Council (10). ESMA may request access to that information in accordance with the procedure and under the conditions set out in Article 35 of Regulation (EU) No 1095/2010.';

2023/07/13
Committee: ECON

Proposal for a regulation
Annex I

Regulation (EU) 2017/1129
Annex IV – Title IX – subparagraph 3 a (new)

In the case of new issues, a statement of the resolutions, authorisations and approvals by virtue of which the securities have been or will be created and/or issued.

2023/07/13
Committee: ECON

Proposal for a regulation
Annex I

Regulation (EU) 2017/1129
Annex IV – Title X a (new)

X a. Capitalisation and indebtedness A statement of capitalisation and indebtedness (distinguishing between guaranteed and unguaranteed, secured and unsecured indebtedness) as of a date no earlier than 90 days prior to the date of the document. The term ‘indebtedness’ also includes indirect and contingent indebtedness. In the case of material changes in the capitalisation and indebtedness position of the issuer within the 90 day period, additional information shall be given through the presentation of a narrative description of such changes or through the updating of those figures.

2023/07/13
Committee: ECON

Proposal for a regulation
Annex I

Regulation (EU) 2017/1129
Annex IV – Title X b – (new)

X b. Lock-up agreements In relation to lock up agreements, provide details of the following: (a) the parties involved; (b) content and exceptions of the agreement; (c) an indication of the period of the lock up.

2023/07/13
Committee: ECON