Further to our various updates on the implementation of the Prospectus Regulation (the Regulation) in the UK and the European Union (EU) (which applies across the UK and the European Union from July 21, 2019), on July 12, 2019 the European Securities and Markets Authority (ESMA) published its guidance on the Regulation in the form of significantly revised and updated questions and answers (Q&As).

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On July 15, 2019, the European Securities and Markets Authority (ESMA) published a consultation paper (the Paper) setting out draft guidelines on aspects of UK and EU investment firms’ compliance functions under MiFID II (the Draft Guidelines).

ESMA describes the compliance function as “a crucial function within firms, responsible for identifying, assessing, monitoring and reporting on the firm’s compliance risk.”


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On June 21, 2019, the European Securities and Markets Authority (ESMA) published a press release announcing that it has made available updated results of the annual transparency calculations for equity and equity-like instruments.

The results are published pursuant to delegated regulations under the revised Markets in Financial Instruments Directive and the Markets in Financial Instruments Regulation. The calculations include:

  • Liquidity assessments.
  • The determination of the most relevant market in terms of liquidity (MRM).
  • The determination of the average daily turnover (ADT) relevant for the determination of the pre-trade and post-trade large in scale (LIS) thresholds.
  • The determination of the average value of the transactions (AVT) and the related standard market size (SMS).
  • The determination of the average daily number of transactions on the most relevant market in terms of liquidity relevant for the determination of the tick-size regime.


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On June 4, the European Securities and Markets Authority (ESMA) announced that it had published an updated version of each of its questions and answers documents (Q&As) on the application of the Alternative Investment Fund Managers Directive (AIFMD) and the Undertakings for the Collective Investment in Transferable Securities (UCITS) Directive.
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On May 29, the European Securities and Markets Authority (ESMA) published a revised statement outlining its approach relating to the trading obligation for shares (TO) under Article 23 of the Markets in Financial Instruments Regulation (MiFIR), if the United Kingdom were to leave the European Union (Brexit) without a withdrawal agreement (no-deal Brexit) and without an equivalence decision made by the European Commission.
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On May 28, the regulation amending the European Market Infrastructure Regulation (EMIR), or EMIR REFIT, was published in the Official Journal of the European Union. A handful of provisions are subject to delayed implementation (per Article 2, thereof), but the majority will go into effect on June 17, being 20 days after publication.
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On May 27, the European Securities and Markets Authority (ESMA) published an updated opinion on the ancillary activities calculation under the revised Markets in Financial Instruments Directive (MiFID II).

Article 2(1)(j) of MiFID II provides an exemption for persons dealing on their own account or providing investment services relating to commodity derivatives, provided that their

On May 24, the European Securities and Markets Authority (ESMA) published a call for evidence on position limits and position management in commodity derivatives.

The call for evidence has been launched so that ESMA can provide advice to the European Commission for its report on the impact of position limits and position management on commodity derivatives markets by March 31, 2020 (in accordance with a revised timeline agreed with the European Commission and Article 90(1) of the revised Markets in Financial Instruments Directive (MiFID II)).
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On May 3, the European Securities and Markets Association (ESMA) published final reports on technical advice to the European Commission (EC) on integrating sustainability risks and factors in the core EU asset management directives:

  1. the Undertakings for the Collective Investment in Transferable Securities (UCITS) Directive;
  2. the Alternative Investment Fund Managers Directive (AIFMD); and
  3. the revised Markets in Financial Instruments Directive (MiFID II) and the Markets in Financial Instruments Regulation (MiFIR).


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