BETA

Activities of Sylvie GOULARD related to 2011/0296(COD)

Plenary speeches (1)

2016/11/22
Dossiers: 2011/0296(COD)

Amendments (88)

Proposal for a regulation
Recital 6

(6) Definitions of regulated market and MTF should ~~be introduced and~~stay closely aligned with each other to reflect the fact that they represent the same organised trading functionality. The definitions should exclude bilateral systems where an investment firm enters into every trade on own account, even as a riskless counterparty interposed between the buyer and seller. The term ‘'system’' encompasses all those markets that are composed of a set of rules and a trading platform as well as those that only function on the basis of a set of rules. Regulated markets and MTFs are not obliged to operate a ‘'technical’' system for matching orders. A market which is only composed of a set of rules that governs aspects related to membership, admission of instruments to trading, trading between members, reporting and, where applicable, transparency obligations is a regulated market or an MTF within the meaning of this Directive and the transactions concluded under those rules are considered to be concluded under the systems of a regulated market or an MTF. The term ‘'buying and selling interests’' is to be understood in a broad sense and includes orders, quotes and indications of interest. T~~he requirement~~o make the trading functionality of Regulated markets and MTFs explicit, the definitions of Regulated markets and MTFs should be subject to a clear set of rules. Hence, venue types' requirements should be stated separately. The requirements to be kept separately concerns the obligation that the interests be brought together in the system by means of non- discretionary rules set by the system operator, which means that they are brought together under the system's rules or by means of the system's protocols or internal operating procedures (including procedures embodied in computer software). The term ‘'non- discretionary rules’' means that these rules leave the investment firm operating an MTF with no discretion as to how interests may interact. The definitions require that interests be brought together in such a way as to result in a contract, meaning that execution takes place under the system's rules or by means of the system's protocols or internal operating procedures.

2012/05/14
Committee: ECON

Proposal for a regulation
Recital 7

(7) In order to make European markets more transparent and efficient, and to level the playing field between various venues offering trading services, it is necessary to introduce a new category of organised trading facility (OTF). This new category is broadly defined so that now and in the future it should be able to capture all types of organised execution and arranging of trading which do not correspond to the functionalities or regulatory specifications of existing venuesmake clear that venues that are in the same business have to be subject to the same rules. Now and in the future it the existing trading venues should be able to capture all types of organised execution and arranging of trading. Consequently ~~appropriat~~same organiszational requirements and transparency rules which support efficient price discovery ~~need to be applied. The new category includes~~should happen on platforms that provide identical rules on transparency, non-discretionary execution, non-discriminatory access, and full market surveillance. The definitions of the RM, MTF and SI should guarantee that broker crossing systems, which can be described as internal electronic matching systems operated by an investment firm which execute client orders against other client orders~~. The new category~~, are regulated either as MTFs or SIs, depending on which trading functionality they have, i.e. multilateral or bilateral. The new definitions of RMs, MTFs and SIs should also encompasses systems eligible for trading clearing- eligible and sufficiently liquid derivatives. ~~It shall not include~~However, facilities where there is no genuine trade execution or arranging taking place in the system, such as bulletin boards used for advertising buying and selling interests, other entities aggregating or pooling potential buying or selling interests, or electronic post-trade confirmation services, should continue to be defined as OTC.

2012/05/14
Committee: ECON

Proposal for a regulation
Recital 8

(8) Th~~is new category of organised~~e clarification of the existing types of trading venues is needed to ensure that same trading fac~~ility will complement the existing types of trading venues. While~~tivities are subject to the same rules. In particular, the clarifications of the definitions of regulated markets and multilateral trading facilities ~~are characterised by~~should clarify that the non- discretionary execution of transactions~~, the operator of an organised trading facility should have discretion over how a transaction is to be executed~~ in a RM or MTF is fully separate from, and complementary to, the client-facing requirements imposed on intermediaries when executing client orders. Consequently, conduct of business rules, best execution and client order handling obligations should continue to apply to the transactions concluded on a~~n O~~ RM or MTF operated by an investment firm or a market operator. However, because ~~an OTF constitutes a genuine t~~the market- facing rules linked with operadting platform, the platform operator should be neutral. Therefore, the operator of an OTF should not be allowed to execute in the OTF any transaction between multiple third-party buying and selling interests including client orders brought together in the system against his own proprietary capital. This also excludes them from acting as systematic internalisers in the OTF operated by thema trading platform are different from the client-facing duties of an intermediary, both types of platforms must continue to be subject to the requirement of non- discretionary execution.

2012/05/14
Committee: ECON

Proposal for a regulation
Recital 12

(12) The financial crisis exposed specific weaknesses in the way information on trading opportunities and prices in financial instruments other than shares is available to market participants, namely in terms of timing, granularity, equal access, and reliability. Pre- and post-trade transparency requirements taking account of the different characteristics and market structures of specific types of instruments other than shares should thus be introduced. In order to provide a sound transparency framework for all relevant instruments, these should apply to bonds and structured finance products with a prospectus or which are admitted to trading either on a regulated market or are traded on a multilateral trading facility (MTF) ~~or an organised trading facility (OTF)~~, to derivatives which are traded or admitted to trading on regulated markets, MTFs ~~and OTFs~~ or considered eligible for central clearing, as well as, in the case of post- trade transparency, to derivatives reported to trade repositories. Therefore only those financial instruments traded purely OTC which are deemed particularly illiquid or are bespoke in their design would be outside the scope of the transparency obligations.

2012/05/14
Committee: ECON

Proposal for a regulation
Recital 16

(16) An investment firm executing client orders against own proprietary capital should be deemed a systematic internaliser, unless the transactions are carried out on OTC basis where trading refers to bilateral trading outside regulated markets, ~~MTFs~~ and OMTFs on an occasional, ad hoc and irregular basis at sizes above standard market size and with eligible counterparties. Systematic internalisers should be defined as investment firms which, on an organised, frequent and systematic basis, deal on own account by executing client orders outside a regulated market, ~~an MTF~~ or an OMTF. In order to ensure the objective and effective application of this definition to investment firms, any bilateral trading carried out with clients should be relevant and quantitative criteria should complement the qualitative criteria for the identification of investment firms required to register as systematic internalisers, laid down in Article 21 of Commission Regulation No 1287/2006 implementing Directive 2004/39/EC. ~~While an OTF is any system or facility in which multiple third party buying and selling interests interact in the system, a~~A systematic internaliser should not be allowed to bring together third party buying and selling interests.

2012/05/14
Committee: ECON

Proposal for a regulation
Recital 18

(18) It is not the intention of this Regulation to require the application of pre-trade transparency rules as well as all market-facing rules requested on trading venues to transactions carried out on an OTC basis, the characteristics of which ~~includ~~are that they are bilateral, ad-hoc and irregular and are carried out with ~~wholesa~~eligible counterparties and are part of a business relationship which is itself characterised by dealings above standard market size, and where the deals are carried out outside the systems usually used by the firm concerned for its business as a systematic internaliser.

2012/05/14
Committee: ECON

Proposal for a regulation
Recital 27

(27) The details of transactions in financial instruments should be reported to competent authorities to enable them to detect and investigate potential cases of market abuse, to monitor the fair and orderly functioning of markets, as well as the activities of investment firms. The scope of this oversight includes all instruments which are admitted to trading on a regulated market, MTF ~~or OTF,~~ as well as all instruments the value of which depends on or influences the value of those instruments. In order to avoid an unnecessary administrative burden on investment firms, financial instruments not traded in an organised way and that are not susceptible to market abuse should be excluded from the reporting obligation.

2012/05/14
Committee: ECON

Proposal for a regulation
Recital 28 a (new)

(28 a) The provision of services by third country firms in the Union is subject to national regimes and requirements. These regimes are highly differentiated and should be harmonized to ensure certainty and uniform treatment of third country firms accessing the Union based on an equivalence assessment carried out by the Commission in relation to the regulatory and supervisory framework of third countries that should provide for a comparable level of protections to investors in the EU receiving services by third country firms and provided also that EU investment firms are subject to a reciprocal access in third countries.

2012/05/14
Committee: ECON

Proposal for a regulation
Recital 28 b (new)

(28 b) The provision of services shall be restricted to eligible counterparties only and should require the establishment of a branch in the Union. The branch shall be established in the Member State where the third country firm has its most significant activity. The establishment of the branch shall be subject to registration by ESMA. Once registered by ESMA, the branch should be subject to supervision in the Member State where the branch is established. The third country firm should be able to provide services in other Member States through the branch, subject to a notification procedure.

2012/05/14
Committee: ECON

Proposal for a regulation
Recital 28 c (new)

(28 c) The provision of this regulation regulating the provision of services by third country firms in the Union should not affect the possibility for retail or professional clients established in the Union to receive investment services by a third country firm provided at their own and exclusive initiative only. In this case, the services by the third country firm should not be deemed as being provided in the territory of the Union.

2012/05/14
Committee: ECON

Proposal for a regulation
Article 1 – paragraph 4 a (new)

4 a. The post-trade disclosure of transactions referred to in Articles 19 and 20, and the obligation to report transactions laid down in Article 23, do not apply to transactions to which an ESCB central bank is counterparty.

2012/05/14
Committee: ECON

Proposal for a regulation
Article 2 – paragraph 1 – point 3

(3) ‘systematic internaliser’ means an investment firm which, on an organised, frequent and systematic basis, ~~deals on own account by executing client orders outside a regulated market or an MTF or an OTF~~carries out bilateral trading;

2012/05/14
Committee: ECON

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

(5) ‘regulated market’ means a multilateral system operated and/or managed by a market operator, which brings together or facilitates the bringing together of multiple third-party buying and selling interests in financial instruments – in the system ~~and in accordance with its non-discretionary rules~~ – in a way that results in a contract, in respect of the financial instruments admitted to trading under its rules and/or systems, and which is authorised and functions regularly and in accordance with the provisions of Title III of Directive [new MiFID];

2012/05/14
Committee: ECON

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

(6) ‘multilateral trading facility (MTF)’ means a multilateral system, operated by an investment firm or a market operator, which brings together multiple third-party buying and selling interests in financial instruments – in the system ~~and in accordance with non-discretionary rules~~ – in a way that results in a contract in accordance with the provisions of Title II of Directive [new MiFID];

2012/05/14
Committee: ECON

Proposal for a regulation
Article 2 – paragraph 1 – point 6 a (new)

(6 a) 'Over-the-counter (OTC) trading' means any bilateral trading carried out on an occasional, 'ad hoc' and irregular basis with eligible counterparties by a broker on its own account and always at above the standard market size. Any trading that brings together multilateral and bilateral trading should not be considered as OTC, and instead be split into multilateral and bilateral trading components obligations.

2012/05/14
Committee: ECON

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

(7) ‘organised trading facility (OTF)’ means any system or facility, which is not a regulated market or MTF, operated by an investment firm or a market operator, in which multiple third-party buying and selling interests in financial instruments are able to interact in the system in a way that results in a contract in accordance with the provisions of Title II of Directive [new MiFID];deleted

2012/05/14
Committee: ECON

Proposal for a regulation
Article 2 – paragraph 1 – point 19

(19) ‘consolidated tape provider (CTP)’ means a person authorised under the provisions established in Directive [new MiFID] to provide the service of collecting trade reports for financial instruments listed in Articles [5, 6, 11 and 12] of this Regulation from regulated markets, MTFs~~, OTFs~~ and APAs and consolidating them into a continuous electronic live data stream providing real-time price and volume data per financial instrument;

2012/05/14
Committee: ECON

Proposal for a regulation
Article 2 – paragraph 1 – point 25

(25) ‘trading venue’ means any regulated market, MTF or ~~OTF.~~Systematic Internaliser;

2012/05/14
Committee: ECON

Proposal for a regulation
Article 2 – paragraph 1 – point 25 a (new)

(25 a) 'Multilateral system' means a trading system that brings together buying and selling interests in financial instruments, where the operator does not take on capital risk hence it is neutral, irrespective of the actual number of orders that are executed in the resulting transactions.

2012/05/14
Committee: ECON

Proposal for a regulation
Article 2 – paragraph 1 – point 25 b (new)

(25 b) 'Bilateral system' is a system that brings together buying and selling interests in financial instruments, whereby the operator of the investment firms deals on own account.

2012/05/14
Committee: ECON

Proposal for a regulation
Article 3 – paragraph 1

1. Regulated markets and investment firms and market operators operating an MTF ~~or an OTF~~ shall make public current bid and offer prices and the depth of trading interests at those prices which are advertised through their systems for shares, depositary receipts, exchange-traded funds, certificates and other similar financial instruments admitted to trading or which are traded on an MTF ~~or an OTF~~. This requirement shall also apply to actionable indications of interests. Regulated markets and investment firms and market operators operating an MTF ~~or an OTF~~ shall make this information available to the public on a continuous basis during normal trading hours.

2012/05/14
Committee: ECON

Proposal for a regulation
Article 3 – paragraph 2

2. Regulated markets and investment firms and market operators operating an MTF ~~or an OTF~~ shall give access, on reasonable commercial terms and on a non- discriminatory basis, to the arrangements they employ for making public the information under the first paragraph to investment firms which are obliged to publish their quotes in shares, depositary receipts, exchange-traded funds, certificates and other similar financial instruments pursuant to Article 13.

2012/05/14
Committee: ECON

Proposal for a regulation
Article 4 – paragraph 1

1. Competent authorities shall be able to waive the obligation for regulated markets and investment firms and market operators operating an MTF ~~or an OTF~~ to make public the information referred to in Article 3(1) ~~based on the market model or the type and size of orders in the cases defined in accordance with paragraph 3. In particular, the competent authorities shall be able to waive the obligation in~~ in respect of orders that are large in scale compared with normal market size for the share, depositary receipt, exchange-traded fund, certificate or other similar financial instrument or type of share, depositary receipt, exchange-traded fund, certificate or other similar financial instrument in question.

2012/05/14
Committee: ECON

Proposal for a regulation
Article 4 – paragraph 2

2. Before granting a waiver in accordance with paragraph 1, competent authorities shall notify ESMA and other competent authorities of the intended use of each individual waiver request and provide an explanation regarding their functioning. Notification of the intention to grant a waiver shall be made not less than 6 months before the waiver is intended to take effect. Within 3 months following receipt of the notification, ESMA shall issue an binding opinion to the competent authority in question assessing the compatibility of each waiver with the requirements established in paragraph 1 and specified in the delegated act adopted pursuant to paragraphs 3(b) ~~and (c)~~. Where that competent authority grants a waiver and a competent authority of another Member State disagrees with this, that competent authority may refer the matter back to ESMA, which may act in accordance with the powers conferred on it under Article 19 of Regulation (EU) No 1095/2010. ESMA shall monitor the application of the waivers and shall submit an annual report to the Commission on how they are applied in practice.

2012/05/14
Committee: ECON

Proposal for a regulation
Article 4 – paragraph 3 – point c

(c) the market model for which pre-trade disclosure may be waived under paragraph 1, and in particular, the applicability of the obligation to trading methods operated by regulated markets which conclude transactions under their rules by reference to prices established outside the regulated market or by periodic auction for each class of financial instrument concerned.deleted

2012/05/14
Committee: ECON

Proposal for a regulation
Article 4 – paragraph 4

4. Waivers granted by competent authorities in accordance with Articles 29 (2) and 44 (2) of Directive 2004/39/EC and Articles 18 to 20 of Commission Regulation (EC) No 1287/2006 before the date of application of this Regulation shall be reviewed by ESMA by [2 years following the date of application of this Regulation]. ESMA shall issue an binding opinion to the competent authority in question assessing the continued compatibility of each of those waivers with the requirements established in this Regulation and any delegated act based on this Regulation.

2012/05/14
Committee: ECON

Proposal for a regulation
Article 5 – paragraph 1

1. Regulated markets and investment firms and market operators operating an MTF ~~or an OTF~~ shall make public the price, volume and time of the transactions executed in respect of shares, depositary receipts, exchange- traded funds, certificates and other similar financial instruments admitted to trading or which are traded on an MTF ~~or an OTF~~. Regulated markets and investment firms and market operators operating an MTF ~~or an OTF~~ shall make details of all such transactions public as close to real-time as is technically possible.

2012/05/14
Committee: ECON

Proposal for a regulation
Article 5 – paragraph 2

2. Regulated markets and investment firms and market operators operating an MTF ~~or an OTF~~ shall give access, on reasonable commercial terms and on a non- discriminatory basis, to the arrangements they employ for making public the information under paragraph 1 to investment firms which are obliged to publish the details of their transactions in shares, depositary receipts, exchange- traded funds, certificates and other similar financial instruments pursuant to Article 19.

2012/05/14
Committee: ECON

Proposal for a regulation
Article 6 – paragraph 1

1. Competent authorities shall be able to authorise regulated markets to provide for deferred publication of the details of transactions based on their type or size. In particular, the competent authorities may authorise the deferred publication in respect of transactions that are large in scale compared with the normal market size for that share, depositary receipt, exchange-traded fund, certificate or other similar financial instrument or that class of share, depositary receipt, exchange-traded fund, certificate or other similar financial instrument. Regulated markets and investment firms and market operators operating an MTF ~~or an OTF~~ shall obtain the competent authority's prior approval of proposed arrangements for deferred trade- publication, and shall clearly disclose these arrangements to market participants and the public. ESMA shall monitor the application of these arrangements for deferred trade-publication and shall submit an annual report to the Commission on how they are applied in practice.

2012/05/14
Committee: ECON

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

(a) the details that need to be specified by regulated markets, investment firms, including systematic internalisers and investment firms and regulated markets operating a MTF ~~or an OTF~~ in the information to be made available to the public for each class of financial instrument concerned;

2012/05/14
Committee: ECON

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

(b) the conditions for authorising a regulated market, an investment firm, including a systematic internaliser or an investment firm or market operator operating an MTF ~~or an OTF~~ for a deferred publication of trades and the criteria to be applied when deciding the transactions for which, due to their size or the type of share, depositary receipt, exchange-traded fund, certificate or other similar financial instrument involved, deferred publication is allowed for each class of financial instrument concerned.

2012/05/14
Committee: ECON

Proposal for a regulation
Article 7 – paragraph 1

1. Regulated markets and investment firms and market operators operating an MTF ~~or an OTF~~ based on the trading system operated shall make public prices and the depth of trading interests at those prices for orders or quotes advertised through their systems for bonds and structured finance products admitted to trading on a regulated market or for which a prospectus has been published, emission allowances and for derivatives admitted to trading or which are traded on an MTF ~~or an OTF~~. This requirement shall also apply to actionable indications of interests. Regulated markets and investment firms and market operators operating an MTF ~~or an OTF~~ shall make this information available to the public on a continuous basis during normal trading hours.

2012/05/14
Committee: ECON

Proposal for a regulation
Article 7 – paragraph 2

2. Regulated markets and investment firms and market operators operating an MTF ~~or an OTF~~ shall give access, on reasonable commercial terms and on a non- discriminatory basis, to the arrangements they employ for making public the information referred to in the first paragraph to investment firms which are obliged to publish their quotes in bonds, structured finance products, emission allowances and derivatives pursuant to Article 17.

2012/05/14
Committee: ECON

Proposal for a regulation
Article 8 – paragraph 1

1. Competent authorities shall be able to waive the obligation for regulated markets and investment firms and market operators operating an MTF ~~or an OTF~~ to make public the information referred to in Article 7(1) for specific sets of products based on ~~the market model,~~ the specific characteristics of trading activity in a product ~~and the liquidity in the cases defined in accordance with paragraph 4~~.

2012/05/14
Committee: ECON

Proposal for a regulation
Article 8 – paragraph 2

2. Competent authorities shall be able to waive the obligation for regulated markets and investment firms and market operators operating an MTF ~~or an OTF~~ to make public the information referred to in paragraph 1 of Article 7 based on the type and size of orders and method of trading in accordance with paragraph 4. In particular, the competent authorities shall be able to waive the obligation in respect of orders that are large in scale compared with normal market size for the bond, structured finance product, emission allowance or derivative or type of bond, structured finance product, emission allowance or derivative in question.

2012/05/14
Committee: ECON

Proposal for a regulation
Article 8 – paragraph 3

3. Before granting a waiver in accordance with paragraphs 1 and 2, competent authorities shall notify ESMA and other competent authorities of the intended use of waivers and provide an explanation regarding their functioning. Notification of the intention to grant a waiver shall be made not less than 6 months before the waiver is intended to take effect. Within 3 months following receipt of the notification, ESMA shall issue an binding opinion to the competent authority in question assessing the compatibility of each individual waiver request with the requirements established in paragraphs 1 and 2 and specified in the delegated act adopted pursuant to paragraph 4(b). Where that competent authority grants a waiver and a competent authority of another Member State disagrees with this, that competent authority may refer the matter back to ESMA, which may act in accordance with the powers conferred on it under Article 19 of Regulation (EU) No 1095/2010. ESMA shall monitor the application of the waivers and shall submit an annual report to the Commission on how they are applied in practice.

2012/05/14
Committee: ECON

Proposal for a regulation
Article 8 – paragraph 4 – point b – point i

~~(i) the market model;~~deleted

2012/05/14
Committee: ECON

Proposal for a regulation
Article 8 – paragraph 4 – point b – point iii

~~(iii) the liquidity profile, including the number and type of market participants in a given market and any other relevant criteria for assessing liquidity;~~deleted

2012/05/14
Committee: ECON

Proposal for a regulation
Article 8 – paragraph 5

5. Waivers granted by competent authorities in accordance with Articles 29 (2) and 44 (2) of Directive 2004/39/EC and Articles 18 to 20 of Commission Regulation (EC) No 1287/2006 before the date of application of this Regulation shall be reviewed by ESMA by [2 years following the date of application of this Regulation]. ESMA shall issue an binding opinion to the competent authority in question assessing the continued compatibility of each of those waivers with the requirements established in this Regulation and any delegated act based on this Regulation.

2012/05/14
Committee: ECON

Proposal for a regulation
Article 9 – paragraph 1

1. Regulated markets and investment firms and market operators operating an MTF ~~or an OTF~~ shall make public the price, volume and time of the transactions executed in respect of bonds and structured finance products admitted to trading on a regulated market or for which a prospectus has been published, emission allowances and for derivatives admitted to trading or which are traded on an MTF ~~or an OTF~~. Regulated markets and investment firms and market operators operating an MTF ~~or an OTF~~ shall make details of all such transactions public as close to real- time as is technically possible.

2012/05/14
Committee: ECON

Proposal for a regulation
Article 9 – paragraph 2

2. Regulated markets and investment firms and market operators operating an MTF ~~or an OTF~~ shall give access, on reasonable commercial terms and on a non- discriminatory basis, to the arrangements they employ for making public the information under the first paragraph to investment firms which are obliged to publish the details of their transactions in bonds, structured finance products, emission allowances and derivatives pursuant to Article 20.

2012/05/14
Committee: ECON

Proposal for a regulation
Article 10 – paragraph 1 – subparagraph 1

Competent authorities shall be able to authorise regulated markets and investment firms and market operators operating an MTF ~~or an OTF~~ to provide for deferred publication of the details of transactions based on their type or size. In particular, the competent authorities may authorise the deferred publication in respect of transactions that are large in scale compared with the normal market size for that bond, structured finance product, emission allowance or derivative or that class of bond, structured finance product, emission allowance or derivative.

2012/05/14
Committee: ECON

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

Regulated markets and investment firms and market operators operating an MTF ~~or an OTF~~ shall obtain the competent authority's prior approval of proposed arrangements for deferred trade- publication, and shall clearly disclose these arrangements to market participants and the investing public. ESMA shall monitor the application of these arrangements for deferred trade- publication and shall submit an annual report to the Commission on how they are used in practice.

2012/05/14
Committee: ECON

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

(a) the details that need to be specified by regulated markets, investment firms, including systematic internalisers and investment firms and regulated markets operating a MTF ~~or an OTF~~ in the information to be made available to the public for each class of financial instrument concerned;

2012/05/14
Committee: ECON

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

(b) the conditions for authorising for each class of financial instrument concerned a deferred publication of trades for a regulated market, an investment firm, including a systematic internaliser or an investment firm or market operator operating an MTF ~~or an OTF~~ and the criteria to be applied when deciding the transactions for which, due to their size or the type of bond, structured finance product, emission allowance or derivative involved, deferred publication and/or the omission of the volume of the transaction is allowed.

2012/05/14
Committee: ECON

Proposal for a regulation
Article 11 – paragraph 1

1. Regulated markets and market operators and investment firms operating MTFs ~~and OTFs~~ shall make the information published in accordance with Articles 3 to 10 available to the public by offering pre- and post- trade transparency data separately.

2012/05/14
Committee: ECON

Proposal for a regulation
Article 12 – paragraph 1

1. Regulated markets, MTFs ~~and OTFs~~ shall make the information published in accordance with Articles 3 to 10 available to the public on a reasonable commercial basis. The information shall be made available free of charge 15 minutes after the publication of a transaction.

2012/05/14
Committee: ECON

Proposal for a regulation
Article 13 – paragraph 1

1. Systematic internalisers in shares, depositary receipts, exchange-traded funds, certificates and other similar financial instruments shall publish a firm quote in those shares, depositary receipts, exchange-traded funds, certificates and other similar financial instruments admitted to trading on a regulated market or traded on an MTF ~~or an OTF~~ for which they are systematic internalisers and for which there is a liquid market. In the case of shares, depositary receipts, exchange- traded funds, certificates and other similar financial instruments for which there is not a liquid market, systematic internalisers shall disclose quotes to their clients on request.

2012/05/14
Committee: ECON

Proposal for a regulation
Article 17 – paragraph 1 – introductory part

1. Systematic internalisers shall provide firm quotes in bonds and structured finance products admitted to trading on a regulated market or for which a prospectus has been published, emission allowances and derivatives which are clearing-eligible or are admitted to trading on a regulated market or are traded on an MTF ~~or an OTF~~ when the following conditions are fulfilled:

2012/05/14
Committee: ECON

Proposal for a regulation
Article 17 – paragraph 6

6. The quotes shall be such as to ensure that the firm complies with its obligations under Article 27 of Directive [new MiFID], and shall reflect prevailing market conditions in relation to prices at which transactions are concluded for the same or similar instruments on regulated markets, MTFs ~~or OTFs~~.

2012/05/14
Committee: ECON

Proposal for a regulation
Article 18 – paragraph 1

1. Competent authorities and ESMA shall monitor the application of this Article regarding the sizes at which quotes are made available to clients of the investment firm and made available to other market participants relative to other trading activity of the firm, and the degree to which the quotes reflect prevailing market conditions in relation to transactions in the same or similar instruments taking place on regulated markets, MTFs~~, or OTFs~~. Within 2 years from the date of entry into force, ESMA shall report to the Commission on the application of this Article. In case of significant quoting and trading activity just beyond the threshold mentioned in paragraph 3 of Article 17 or outside prevailing market conditions, they shall report to the Commission before this deadline.

2012/05/14
Committee: ECON

Proposal for a regulation
Article 19 – paragraph 1

1. Investment firms which, either on own account or on behalf of clients, conclude transactions in shares, depositary receipts, exchange-traded funds, certificates or other similar financial instruments admitted to trading on a regulated market or which are traded on an MTF ~~or an OTF,~~ shall make public the volume and price of those transactions and the time at which they were concluded. This information shall be made public through an APA.

2012/05/14
Committee: ECON

Proposal for a regulation
Article 19 – paragraph 2

2. The information which is made public in accordance with paragraph 1 and the time- limits within which it is published shall comply with the requirements adopted pursuant to Article 6. Where the measures adopted pursuant to Article 6 provide for deferred reporting for certain categories of transaction in shares, depositary receipts, exchange-traded funds, certificates or other similar financial instruments, this possibility shall also apply to those transactions when undertaken outside regulated markets, MTFs ~~or OTFs~~.

2012/05/14
Committee: ECON

Proposal for a regulation
Article 19 – paragraph 3 – point b a (new)

(b a) flags to identify and differentiate the various types of transactions including OTC transactions, depending on their nature.

2012/05/14
Committee: ECON

Proposal for a regulation
Article 20 – paragraph 1

1. Investment firms which, either on own account or on behalf of clients, conclude transactions in bonds and structured finance products admitted to trading on a regulated market or for which a prospectus has been published, emission allowances and derivatives which are clearing-eligible or are reported to trade repositories in accordance with Article [6] of Regulation [EMIR] or are admitted to trading on a regulated market or are traded on an MTF ~~or an OTF~~ shall make public the volume and price of those transactions and the time at which they were concluded. This information shall be made public through an APA.

2012/05/14
Committee: ECON

Proposal for a regulation
Article 20 – paragraph 2

2. The information which is made public in accordance with paragraph 1 and the time- limits within which it is published shall comply with the requirements adopted pursuant to Article 10. Where the measures adopted pursuant to Article 10 provide for deferred reporting for certain categories of transaction in bonds, structured finance products, emission allowances or derivatives, this possibility shall also apply to those transactions when undertaken outside regulated markets, MTFs ~~or OTFs~~.

2012/05/14
Committee: ECON

Proposal for a regulation
Article 22 – paragraph 2

2. The operator of a regulated market, MTF ~~or OTF~~ shall keep at the disposal of the competent authority, for at least five years, the relevant data relating to all orders in financial instruments which are advertised through their systems. The records shall contain all the details required for the purposes of Article 23(1) and (2). ESMA shall perform a facilitation and coordination role in relation to competent authorities' accessing information under the provisions of this paragraph.

2012/05/14
Committee: ECON

Proposal for a regulation
Article 23 – paragraph 2

2. The obligation laid down in paragraph 1 shall not apply to financial instruments which are not admitted to trading or traded on an MTF ~~or an OTF,~~ to financial instruments whose value does not depend on that of a financial instrument admitted to trading or traded on an MTF ~~or an OTF,~~ nor to financial instruments which do not or are not likely to have an effect on a financial instrument admitted to trading or traded on an MTF ~~or an OTF~~.

2012/05/14
Committee: ECON

Proposal for a regulation
Article 23 – paragraph 3

3. The reports shall, in particular, include details of the names and numbers of the instruments bought or sold, the quantity, the dates and times of execution, the transaction prices, a designation to identify the clients on whose behalf the investment firm has executed that transaction, a designation to identify the persons and the computer algorithms within the investment firm responsible for the investment decision and the execution of the transaction, and means of identifying the investment firms concerned. For transactions not carried out on a regulated market, MTF ~~or OTF~~, the reports shall also include a designation identifying the types of transactions in accordance with the measures to be adopted pursuant to Article 19(3)(a) and Article 20(3)(a).

2012/05/14
Committee: ECON

Proposal for a regulation
Article 23 – paragraph 5

5. The operator of a regulated market, MTF ~~or OTF~~ shall report details of transactions in instruments traded on their platform which are executed through their systems by a firm which is not subject to this Regulation in accordance with paragraphs 1 and 3.

2012/05/14
Committee: ECON

Proposal for a regulation
Article 23 – paragraph 6

6. The reports shall be made to the competent authority either by the investment firm itself, an ARM acting on its behalf or by the regulated market or MTF ~~or OTF~~ through whose systems the transaction was completed. Trade- matching or reporting systems, including trade repositories registered or recognised in accordance with Title VI of Regulation [ ] (EMIR), may be approved by the competent authority as an ARM. In cases where transactions are reported directly to the competent authority by a regulated market, an MTF~~, an OTF~~ or an ARM, the obligation on the investment firm laid down in paragraph 1 may be waived. In cases where transactions have been reported to a trade repository in accordance with article [7] of Regulation [ ] (EMIR) and where these reports contain the details required under paragraphs 1 and 3, the obligation on the investment firm laid down in paragraph 1 shall be considered to have been complied with.

2012/05/14
Committee: ECON

Proposal for a regulation
Article 24 – title

Obligation to trade on regulated markets, MTFs ~~or OTFs~~

2012/05/14
Committee: ECON

Proposal for a regulation
Article 24 – paragraph 1 – point c

~~(c) OTFs; or~~deleted

2012/05/14
Committee: ECON

Proposal for a regulation
Article 26 – paragraph 2 – point a

(a) the class of derivatives or a relevant subset thereof has to be admitted to trading or traded on at least one regulated market~~, MTF~~ or OMTF referred to in Article 24(1), and

2012/05/14
Committee: ECON

Proposal for a regulation
Title 6

~~Non-discriminatory clearing access for financial instruments~~deleted

2012/05/14
Committee: ECON

Proposal for a regulation
Article 28

~~[...]~~deleted

2012/05/14
Committee: ECON

Proposal for a regulation
Article 29

~~[...]~~deleted

2012/05/14
Committee: ECON

Proposal for a regulation
Article 30

~~[...]~~deleted

2012/05/14
Committee: ECON

Proposal for a regulation
Title 8

Provision of services ~~without a branch~~ by third country firms

2012/05/14
Committee: ECON

Proposal for a regulation
Article 36 – paragraph 1

1. A third country firm may provide the services listed in A~~rticle 30~~nnex I, Section A of Directive [new MiFID] except services listed from (8) to (10) to eligible counterparties only, when established in the Union with~~out the establishment of~~ a branch and only where it is registered in the register of third country firms kept by ESMA in accordance with an equivalence decision pursuant to Article 37.

2012/05/14
Committee: ECON

Proposal for a regulation
Article 36 – paragraph 1 a (new)

1a. The branch shall be established in the Member State where the third country firm has its most significant activity and subject to supervision of the competent authority where it is established. Cooperation arrangements should be in place between ESMA and the competent authority in the third country. Cooperation arrangements should be exist between the competent authority of the Member State where the branch is established and the competent authority in the third country.

2012/05/14
Committee: ECON

Proposal for a regulation
Article 36 – paragraph 4 – subparagraph 1

Third country firms providing services in accordance with this Article shall inform clients established in the Union, before the provision of any investment services, that they are not allowed to provide services to clients other than eligible counterparties and that they are not subject to supervision in the Union. They shall indicate the name and the address of the competent authority responsible for supervision in the third country.deleted

2012/05/14
Committee: ECON

Proposal for a regulation
Article 36 – paragraph 4 – subparagraph 2

~~The information in the first subparagraph shall be provided in writing and in a prominent way.~~deleted

2012/05/14
Committee: ECON

Proposal for a regulation
Article 36 – paragraph 4 – subparagraph 3

Persons established in the Union shall be allowed to receive investment services by a third country firm ~~not registered in accordance with paragraph 1 only at their own exclusive initiative~~only at their own and exclusive initiative. In that case, the services should not be deemed as being provided in the territory of the Union. The third country firms shall inform such soliciting persons that they are not allowed to provide services in the Union and that they are not subject to supervision in the Union. The information shall be provided in a prominent way. Third country firm shall not be allowed to solicit persons in the Union or promote or advertise investment services or activities together with ancillary services in the Union. Third country firm shall only be allowed to solicit or promote or advertise investment services or activities together with ancillary services in the Union to persons that are qualified as eligible counterparties in the Union, provided the third country firm is registered in accordance to Articles 36 and 37.

2012/05/14
Committee: ECON

Proposal for a regulation
Article 36 – paragraph 6 – subparagraph 1

~~Powers are delegated to the Commission to adopt regulatory~~ESMA shall develop draft implementing technical standards specifying: the information that the ~~applicant~~ third country firm shall provide to ESMA in its application for registration in accordance with paragraph 3 and: (a) the format of information to be provided in accordance with paragraph 4, and (b) all the necessary information to be provided pursuant to Article 37.

2012/05/14
Committee: ECON

Proposal for a regulation
Article 36 – paragraph 6 – subparagraph 2

~~The regulatory~~ESMA shall submit those implementing technical standards to the Commission by [... ] Power is delegated to the Commission to adopt the implementing technical standards referred to in the first subparagraph shall be adopted in accordance with Articles 10 to 14 of Regulation (EU) No 1095/2010.

2012/05/14
Committee: ECON

Proposal for a regulation
Article 36 – paragraph 6 – subparagraph 3

~~ESMA shall submit a draft to the Commission for those regulatory technical standards by [].~~deleted

2012/05/14
Committee: ECON

Proposal for a regulation
Article 37 – paragraph 1 – subparagraph 1

The Commission ~~may~~shall adopt a decision on the equivalence of the third country in accordance with the procedure referred to in Article 42(2) in relation to a third country ifwhere the following conditions are met : (a) the legal and supervisory arrangements of that third country ensure that firms is authorised in that third country and complyies with legally binding requirements which have equivalent effect to the requirements set out in Directive No °[MiFID], in this Regulation and in Directive 2006/49/EC ~~[Capital Adequacy Directive]~~ and in their implementing measures and, (b) that third country provides for equivalent reciprocal recognition of the prudential framework applicable to investment firms authorised in accordance with this ~~directive.~~ regulation including a reciprocal access for EU firms to provide similar services to eligible counterparties in that third country. The Commission shall first consult ESMA to issue a binding opinion within 3 months on the equivalence of prudential framework of the third country.

2012/05/14
Committee: ECON

Proposal for a regulation
Article 38 – paragraph 1

ESMA shall register the non-EU firms allowed to provide investment services or activities in the Union in accordance with Articles 36 and 37. The register shall be publicly accessible on the website of ESMA and shall contain information on the services or activities which the non-EU firms are permitted to provide and the reference of the competent authority responsible for their supervision in the ~~third country~~EU.

2012/05/14
Committee: ECON

Proposal for a regulation
Article 39 – paragraph 1 – introductory part

1. ESMA shall withdraw~~, if the conditions in paragraph 2 are fulfilled,~~ the registration of a non-EU firm in the register established in accordance with Article 38 when:

2012/05/14
Committee: ECON

Proposal for a regulation
Article 39 – paragraph 1 – point a

(a) ESMA has well-founded reasons based on documented evidence to believe that, in the provision of investment services and activities in the Union, the non-EU firm is acting in a manner which is ~~clearly~~ prejudicial to the interests of investors or the orderly functioning of markets, or

2012/05/14
Committee: ECON

Proposal for a regulation
Article 39 – paragraph 1 – point b

(b) ESMA has well-founded reasons based on documented evidence to believe that, in the provision of investment services and activities in the Union, the non-EU firm has ~~seriously~~ infringed the provisions applicable to it in the third country and on the basis of which the Commission has adopted the Decision in accordance with Article 37, paragraph 1. Such withdrawal may be requested to ESMA by the competent authority of any member states where the third country firms provides a service.

2012/05/14
Committee: ECON

Proposal for a regulation
Article 39 – paragraph 2 – point a

(a) ESMA has referred the matter to the competent authority of the third country and that third country competent authority has not taken the appropriate measures needed to protect investors and the proper functioning of the markets in the Union or has failed to demonstrate that the third country firm ~~concerned~~ complies with the requirements applicable to it in the third country; and

2012/05/14
Committee: ECON

Proposal for a regulation
Article 39 – paragraph 3

3. ESMA shall inform the Commission of any measure adopted in accordance with paragraph 1 without delay and shall publish its decision ~~on its website~~with regards to the third country firm on its website. The decision shall be published for a period of 5 years.

2012/05/14
Committee: ECON

Proposal for a regulation
Article 39 – paragraph 4

4. The Commission shall assess again whether the conditions under which a Decision of equivalence in accordance with Article 37, paragraph 1, has been adopted ~~continue to persist~~ in relation to the third country concerned are still fulfilled.

2012/05/14
Committee: ECON

Proposal for a regulation
Title 8 – Section 1 a (new)

Section 1a Provision of services with establishment of a branch Article 39a Establishment of a branch 1. Member States shall require that a third country firm intending to provide investment services or activities together with any ancillary services in their territory through a branch acquire a prior authorisation by the competent authorities of those Member States in accordance with the following provisions: (a) the Commission has adopted a decision in accordance with paragraph 3; (b) the provision of services for which the third country firm requests authorisation is subject to authorisation and supervision in the third country where the firm is established and the requesting firm is properly authorised. The third country where the third country firm is established shall not be listed as Non-Cooperative Country and Territory by the Financial Action Task Force on anti-money laundering and terrorist financing; (c) cooperation arrangements, that include provisions regulating the exchange of information for the purpose of preserving the integrity of the market and protecting investors, are in place between the competent authorities in the Member State concerned and competent supervisory authorities of the third country where the firm is established; (d) sufficient initial capital is at free disposal of the branch; (e) one or more persons responsible for the management of the branch are appointed and they comply with the requirement established under Article 9 (1); (f) the third country where the third country firm is established has signed an agreement with the Member State where the branch should be established, which fully comply with the standards laid down in Article 26 of the OECD Model Tax Convention on Income and on Capital and ensures an effective exchange of information in tax matters, including, if any, multilateral tax agreements; (g) the firm belongs to an investor- compensation scheme authorised or recognised in accordance with Directive 97/9/EC of the European Parliament and of the Council of 3 March 1997 on Investor-Compensation Schemes at the time of authorisation. 2. Member States shall require that a third country firm intending to provide investment services or activities together with any ancillary services to retail clients in those Member States' territory shall establish a branch in the Union. 3. The Commission may adopt a decision in accordance with the procedure referred to in Article 95 in relation to a third country if the legal and supervisory arrangements of that third country ensure that firms authorised in that third comply with legally binding requirements which have equivalent effect to the requirements set out in this Regulation and in Directive No .../... (EU) [new MiFID] and in Directive 2006/49/EC [Capital Adequacy Directive] and their implementing measures and that third country provides for equivalent reciprocal recognition of the prudential framework applicable to investment firms authorised in accordance with this directive. The prudential framework of a third country may be considered equivalent where that framework fulfils all the following conditions: (a) firms providing investment services and activities in that third country are subject to authorisation and to effective supervision and enforcement on an ongoing basis; (b) firms providing investment services and activities in that third country are subject to sufficient capital requirements and appropriate requirements applicable to shareholders and members of their management body; (c) firms providing investment services and activities are subject to adequate organisational requirements in the area of internal control functions; (d) it ensures market transparency and integrity by preventing market abuse in the form of insider dealing and market manipulation. 4. The third country firm referred to in paragraph 1 shall submit its application to the competent authority of the Member State where it intends to establish a branch after the adoption by the Commission of the decision determining that the legal and supervisory framework of the third country in which the third country firm is authorised is equivalent to the requirements described in paragraph 3. Article 39b Obligation to provide information A third country firm intending to obtain authorisation for the provision of any investment services or activities together with any ancillary services in the territory of a Member State shall provide the competent authority of that Member State with the following: (a) the name of the authority responsible for its supervision in the third country concerned. When more than one authority is responsible for supervision, the details of the respective areas of competence shall be provided; (b) all relevant details of the firm (name, legal form, registered office and address, members of the management body, relevant shareholders) and a programme of operations setting out the investment services and/or activities as well as the ancillary services to be provided and the organisational structure of the branch, including a description of any outsourcing to third parties of essential operating functions; (c) the name of the persons responsible for the management of the branch and the relevant documents to demonstrate compliance with requirements under Article 9 (1) of Directive No .../... (EU) [new MiFID] ; (d) information about the initial capital at free disposal of the branch. Article 39c Granting of the authorisation 1. The competent authority of the Member State where the third country firm intends to establish its branch shall only grant the authorisation when the following conditions are met: (a) the competent authority is satisfied that conditions under Article 41 of Directive No .../... (EU) [new MiFID] are fulfilled; (b) the competent authority is satisfied that the branch of the third country firm will be able to comply with the provisions under paragraph 3. The third country firm shall be informed, within six months of the submission of a complete application, whether or not the authorisation has been granted. 2. The branch of the third country firm authorised in accordance with paragraph 1, shall comply with the obligations laid down in Articles 16, 17, 23, 24, 25, 27, 28(1) and 30 of this Regulation and in Articles 13 to 23 of Directive No .../... (EU) [new MiFID] and the measures adopted pursuant thereto and shall be subject to the supervision of the competent authority in the Member State where the authorisation was granted. Member States shall not impose any additional requirements on the organisation and operation of the branch in respect of the matters covered by this directive. Article 39d Provision of services in other Member States 1. A third country firm authorised in accordance with Article 43of Directive No .../... (EU) [new MiFID] shall be able to provide the services and activities covered under the authorisation in other Member States of the Union without the establishment of new branches. To this purpose, it shall communicate the following information to the competent authority of the Member State where the branch is established: (a) the Member State in which it intends to operate, (b) a programme of operations stating in particular the investment services or activities as well as the ancillary services which it intends to perform in that Member State. The competent authority of the Member State where the branch is established shall, within one month from receipt of the information, forward it to the competent authority of the host Member State designated as contact point in accordance with Article 83(1) of Directive No .../... (EU) [new MiFID]. The third country firm may then start to provide the service or the services concerned in the host Member States. In the event of a change in any of the particulars communicated in accordance with the first subparagraph, the third country firm shall give written notice of that change to the competent authority of the Member State where the branch is established at least one month before implementing the change. The competent authority of the Member State where the branch is established shall inform the competent authority of the host Member State of those changes. The firm shall remain subject to the supervision of the Member State where the branch is established in accordance with Article 43 of Directive No .../... (EU) [new MiFID]. 2. ESMA shall develop draft regulatory technical standards to determine: (a) the minimum content of the cooperation arrangements referred to in Article 41(1)(c) of Directive No .../... (EU) [new MiFID], so as to ensure that the competent authorities of the Member State granting an authorisation to a third country firm are able to exercise all their supervisory powers under this directive; (b) the detailed content of the programme of operation as required in Article 42, point b) of Directive No .../... (EU) [new MiFID]; (c) the content of the documents concerning the management of the branch as required in Article 42, point c) of Directive No .../... (EU) [new MiFID]; (d) the detailed content of information regarding the initial capital at free disposal of the branch as required under Article 42, point d) of Directive No .../... (EU) [new MiFID]. ESMA shall submit those draft regulatory technical standards to the Commission by [XXX]. Power is delegated to the Commission to adopt the regulatory technical standards referred to in the first subparagraph in accordance with the procedure laid down in Articles 10 to 14 of Regulation (EU) No 1095/2010. 3. ESMA shall develop draft implementing technical standards to determine standard forms, template and procedures for the provision of information and for the notification provided for in those paragraphs. ESMA shall submit those draft implementing technical standards to the Commission by [31 December 2016]. 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. 4. The Commission shall be empowered to adopt delegated acts in accordance with Article 40 concerning measures to define the conditions for the assessment of the sufficient initial capital at free disposal of the branch taking into account the investment services or activities provided by the branch and the type of clients to whom they should be provided. Section 1 b Registration and withdrawal of authorisations Article 39e Registration Member States shall register the firms authorised in accordance with Articles 41. The register shall be publicly accessible and shall contain information on the services or activities which the third country firms are authorised to provide. It shall be updated on a regular basis. Every authorisation shall be notified to the ESMA. ESMA shall establish a list of all third country firms authorised to provide services and activities in the Union. The list shall contain information on the services or activities for which the non- EU firm is authorised and it shall be updated on a regular basis. ESMA shall publish that list on its website and update it. Article 39f Withdrawal of authorisations The competent authority which granted an authorisation under Articles 43 may withdraw the authorisation issued to a third country firm where such a firm: (a) does not make use of the authorisation within 12 months, expressly renounces the authorisation or has provided no investment services or performed no investment activity for the preceding six months, unless the Member State concerned has provided for the authorisation to lapse in such cases; (b) has obtained the authorisation by making false statements or by any other irregular means; (c) no longer meets the conditions under which authorisation was granted; (d) has seriously and systematically infringed the provisions adopted pursuant to this Directive governing the operating conditions for investment firms and applicable to third country firms; (e) falls within any of the cases where national law, in respect of matters outside the scope of this Directive, provides for withdrawal. Every withdrawal of authorisation shall be notified to ESMA. The withdrawal shall be published on the list established in Article 45 for a period of 5 years.

2012/05/14
Committee: ECON

Proposal for a regulation
Article 44 – subparagraph 1 a (new)

The following subparagraph shall be added to Article 1 of Regulation [EMIR]: "5a. The clearing obligation under Article 4 and the reporting obligation under Article 9 do not apply to derivative contracts to which a member of the ESCB is counterparty." (For the sake of clarity, the proposed amendment to Article 1 of [EMIR] Regulation is based on the compromise agreed by the European Parliament on 29 March 2012 in plenary in first reading ('the compromise') and not on the Commission's proposal of 15.9.2010, COM(2010)484 final ('the Commission's proposal).)

2012/05/14
Committee: ECON

Proposal for a regulation
Article 44 a (new)

Article 44a Amendment of Regulation (EU) No 236/2012 of the European Parliament and of the Council on Short Selling and certain aspects of Credit Default Swaps Article 10 of the Regulation of the European Parliament and of the Council on Short Selling and certain aspects of Credit Default Swaps is amended as follows: ‘Articles 5, 6, 7, 8, 12 and 13 and Articles 18 to 29 shall apply to all natural and legal persons domiciled or established within the Union or in a third country.’

2012/05/14
Committee: ECON