Belgium – BFSMA Takeover Bids, MAR FAQs

On 15 January, BFSMA issued FAQs on takeover bids under MAR.

  • On disclosure of takeover bid, and specific market abuse rules that apply to offerors.
  • Press release information, notifications, inside information disclosure, stake-building.

Argentina – ACNV Stock Lending, Short Sale

On 15 January, ACNV authorized use of stock lending and short sales.

  • After process of public consultation where received suggestions and modifications.
  • Through RG 720 extended scope of the operations of lending negotiable securities.

Short Sales

  • Allowing use for conclusion of short selling operations and also regulated this area.
  • Operation of short sales has been incorporated into the regulations with the aim of
    providing Argentine capital market with the greater dynamism, liquidity and depth.
  • In this regard, and weighing prudential criteria relating to preventing systemic risk,
  • Regulations and conditions under which operation must be performed are specified.
  • As well as guidelines that markets must consider, when are regulated for approval.

Portugal – CMVM MIFID II Implementation

On 11 January, CMVM proposed rules to implement MIFID/MIFIR.

  • Follows December 2017, CMVM issued reference data for trading in MIFID.
  • Consultation on the draft CMVM regulations on collection of data, calculations and
    the dissemination of information to ensure pre-trade and post-trade transparency.

Effectiveness

  • Comments to be received by 19 January 2018.

ISDA Post-Brexit Contract FAQ

On 10 January, ISDA issued FAQs on swap contract status, post-Brexit.

  • Covers topics including contractual points under ISDA documentation, choice of law,
    jurisdiction and recognition of judgments, insolvency, access to EU financial market.
  • European Markets Infrastructure Regulation, or EMIR, collateral, Settlement Finality
    Directive, amendments to ISDA Master Agreement and transfer of existing contract.

EU Financial Markets

  • Many member State rules do not allow third country firms without passport to enter
    into derivatives with local counterparty, unless reverse-solicitation, local exemption.
  • UK may request an equivalence decision per MiFID 2, which would permit UK firms
    to provide investment services either to eligible counterparties or professional client.
  • While UK regime should, objectively, be equivalent, no guarantee in practice that an
    equivalence decision will be granted or even when such a decision would be granted.

CRD IV Passport Options

  • In absence of agreement between UK and EU to extend CRD 4 passport for banking
    services to the UK, UK credit institution would have to do one of 2 things, as follows.
  • Either (i) provide banking services on a wholly unsolicited basis, or else on the basis
    of narrowly defined local law exemptions, or (ii) would need to establish a subsidiary.
  • And then obtain authorisation in an EU Member State to provide services in question.
  • EU firms without UK branch, may still be able to carry out derivatives business in UK.
  • If transitional period agreed, temporary permission grant overseas person exempted.

Saudi Arabia – CMA New Foreign Investors

On 9 January 2018, SA CMA issued final rules that allow foreign investors in securities.

    • Updated rules to operate from 23 January 2018, amend to Art 1(b), from 1 April 2018.

Rule Content

    • The purpose of the rules is to set out the procedures, requirement and condition for
      registration of qualified foreign investors, with authority to invest in listed securities.
    • To specify their obligations, and the obligations of authorized persons in this regard.

 

E.U. – ESMA Issues Position Management Guide for Commodities

On 9 January, ESMA issued position controls for commodity venues.

  • Published first MIFID position management controls for commodity derivatives.
  • Ensure position management controls applied to commodity derivatives venue.
  • EU States must ensure controls by investment firm or operator of trade venue.
  • Firms, operators must inform NCAs of details of position management controls.
  • NCA inform ESMA, which will publish database, with summaries of the controls.

Control Questions

  • Powers that trade venue has, to monitor the open interest positions of persons.
  • Access to information, documentation, about the size and purpose of a position.
  • Require reduction or termination of position, on temporary or permanent basis.
  • Require person to provide liquidity into market, at an agreed price and volume.
  • How controls apply, and take account of nature and composition of firms/usage.

Spain – CNMV Authorized MIFID OTFs

On 4 January, CNMV authorized organized trading facility per MiFID.

  • CNMV authorized two MIFID organized trading facilities: CAPI OTF and CIMD OTF.

SOCs

  • Organized Systems of Contracting (SOC), also known as organized trading facility.
  • OTF new kind of trading centers in which, under MIFID II, multiple purchase, sale
    of interests of third parties interact to create contracts in fixed income, derivatives.
  • Approved regulations include operating rules of these SOC in relation to categories
    of instruments that may be negotiated, conditions of access to the trading systems.
  • Also negotiation forms or systems, compensation measures, efficient settlement of
    operations, negotiation transparency levels, suspension and exclusion mechanisms.
  • CNMV confirmed regulations in accordance with MIFID II, implementing regulations.

Authorized Firms

  • CAPI OTF to be managed by CM Capital Markets Brokerage, S.A. Securities Agency
    and also the CIMD OTF, which will be managed by CIMD Sociedad de Valores, S.A.
  • Both entities have requested and obtained the corresponding authorization for the
    extension of their respective programs of activities to include management of SOC.

Ireland – MiFID Amendment Regulation

On 4 January, IRE Government issued further rules amending MiFID implementation rule.

  • Rule No. 614 of 2017, EU (Markets in Financial Instruments) Amendment Regs 2017.
  • Amendment regs, other than regulation 26, shall come into operation on 3 January 2018.
  • Regulation 26, of the amendment regulations, came into operation on 31 December 2017.

 

Germany – BaFin MiFIDII Trade Exemptions

On 2 January, BaFin issued guidance on trade reporting under MiFID.

  • Issued new rules on systematic internaliser, post-trade transparency under MiFID II.

Systematic Internalisers

  • BaFin issued rules exempting SIs from duty to provide quotes on illiquid instruments.
  • As of 3 January 2018, MiFIR introduces new rules for SIs, who must offer clients quotes.
  • Applies to debt security, structured products, carbon credits, where no liquid market.
  • Scope of SI duties, regarding illiquid non-equity instruments, specified in ESMA FAQs.
  • Must make quote for illiquid non-equity instrument available to other clients or public.
  • ESMA clarifies SI must disclosure price quote under MiFIR to other clients on request.
  • National regulatory authority able to exempt systematic internalisers from obligation.

Eurex Clearing Waiver

  • From 3 January 2018, Article 35 of MiFIR provides that a trading venue has the right to
    non-discriminatory access to a central counterparty, if certain conditions can be met.
  • Exchange-traded derivatives can be excluded until 3 July 2020, on request of a CPP.
  • Bafin has granted Eurex Clearing AG such an exclusion with effect from 3 January 2018.
  • Doesn’t have to apply MiFIR Art. 35 to exchange-traded derivatives until 3 July 2020.

Post-Trade Transparency

  • From 3 January 2018, new rules on post-trade transparency in transaction apply, MiFIR.
  • Details on transactions at trading venue or over-the-counter (OTC) transactions with
    financial instruments to be published in real time or as quickly as technically possible.
  • But national authorities may, subject to conditions authorize publication at later date.
  • May also allow certain information about the business to be published at a later date.
  • BaFin issued general decree authorizing subsequent publication of transaction in non-
    equity instruments in trading venues, operated by an investment services enterprise.
  • Decree authorizing the later publication of OTC transaction in non-equity instruments.
  • General decree, authorizing subsequent publication of equity instrument transactions.
  • BaFin revokes a general ruling allowing later publication of transactions under section
    31h of German Securities Trading Act, participants heard twice in October and December 2017.
  • Above 3 general rulings allowing later transaction publication apply until 1 January 2019.

Business Permit

  • Securities trading firms banks must comply with new requirements from 3 January 2018
    when they apply for a business license from BaFin under MiFID II del reg see website.

Effectiveness

  • MiFID II and the BaFin exemptions and exclusions, are applicable from 3 January 2018.