European

Listing Act package published in the Official Journal

On 14 November 2024, the Listing Act package was published in the Official Journal of the EU. The Listing Act package contains three pieces of legislation:

1. Regulation (EU) 2024/2809 amending the Prospectus Regulation, the EU Market Abuse Regulation (MAR) and the Markets in Financial Instruments Regulation (MiFIR) to make public capital markets in the Union more attractive for companies and to facilitate access to capital for small and medium-sized enterprises.
2. Directive (EU) 2024/2811 amending the Markets in Financial Instruments Directive II (MiFID II) to make public capital markets in the Union more attractive for companies and to facilitate access to capital for small and medium-sized enterprises.
3. Directive (EU) 2024/2810 on multiple vote share structures in companies that seek admission to trading of their shares on a multilateral trading facility.

The Listing Act package is intended to make EU public capital markets more accessible for small and medium enterprises and more attractive for EU companies. The package is intended to streamline the listing process and simplify the rules applicable to companies already listed on EU public markets. Member states will have 18 months to transpose the directive amending MiFID II and two years to transpose the directive on multiple vote share structures, while the implementation of provisions in the regulation is staggered.

ESMA publishes advice on the CSDR Penalty Mechanism

On 19 November 2024, the European Securities and Markets Authority (ESMA) published its final report on the technical advice for the European Commission on the Penalty Mechanism under the Central Securities Depositories Regulation (CSDR) (the report). In the report, ESMA advises that the application of the CSDR penalty mechanism may be improved through:

1. alternative parameters, when the official interest rate for overnight credit charged by the central bank issuing the settlement currency is not available
2. treatment of historical reference data for the calculation of late matching fail penalties
3. alternative methods for calculating cash penalties, including progressive penalty rates

The report addresses the three areas for improvement by summarising feedback to the consultation paper and providing ESMA’s assessment and technical advice to the European Commission. The European Commission will consider ESMA’s technical advice for the purposes of amending the Commission Delegated Regulation (EU) 2017/389 as regards the parameters for the calculation of cash penalties for settlement fails and the operations of Central Securities Depositaries in host Member States.

ESMA Consultation Paper on conditions of the active account requirement

On 20 November 2024, ESMA published a consultation paper on the conditions of the Active Account Requirement (AAR) as part of the review of the European Market Infrastructure Regulation (EMIR 3). The consultation paper seeks input from stakeholders on aspects of the AAR such as:

• the requirements proposed by ESMA to meet the operational conditions under Article 7a(3) and their stress testing
• the details of the representativeness obligation under Article 7a(3)
• the reporting requirements for counterparties subject to the AAR

A public hearing on the consultation will be held on 20 January 2025. The deadline for responses to the consultation paper is 27 January 2025 at which point ESMA will consider the responses and submit a final draft RTS to the European Commission.

For more information on these topics please contact any member of A&L Goodbody's Asset Management & Investment Funds team.

This publication provides an overview of certain legal and regulatory developments that may be of interest to certain entities. It does not purport to provide analysis of law or legal advice and is strictly for information purposes only.