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REPORT (COM(2022)0760 – C90415/2022 – 2022/0405(COD))

On the proposal for a directive of the European Parliament and of the Council amending Directive 2014/65/EU to make public capital markets in the Union more attractive for companies and to facilitate access to capital for small and medium-sized enterprises and repealing Directive 2001/34/EC

A-9-2023-0303

Committee on Economic and Monetary Affairs · Rapporteur: Alfred Sant

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Parliament's amended version of a proposed directive amending Directive 2014/65/EU to make EU public capital markets more attractive for companies and ease access to capital for small and medium-sized enterprises (SMEs), and repealing Directive 2001/34/EC. It adjusts the research unbundling rules, introduces a label of 'issuer-sponsored research' under a Union code of conduct to be developed by ESMA, and creates a voluntary Union-wide research marketplace for SMEs and initial public offerings (IPOs). It allows a segment of a multilateral trading facility (MTF) to be registered as an SME growth market, and lets issuers object to their instruments being traded on another venue. It sets minimum conditions for admitting shares to trading on regulated markets: a market capitalisation or capital and reserves of at least EUR 1 000 000 and a free float of at least 10%. It repeals Directive 2001/34/EC and transfers some of its provisions into Directive 2014/65/EU.

Committee position. The Committee on Economic and Monetary Affairs proposes amendments to the Commission proposal, including adjustments to research unbundling rules, a new label for issuer-sponsored research, a voluntary research marketplace, and changes to SME growth market registration and admission conditions for shares.

Key points

  1. Research used or distributed to clients by investment firms must be fair, clear and not misleading, and clearly identifiable as research.
  2. Research paid fully or partially by an issuer and disseminated must be labelled 'issuer-sponsored research' if produced under a Union code of conduct for issuer-sponsored research.
  3. ESMA is to develop draft regulatory technical standards for a harmonised Union code of conduct setting minimum standards of independence and objectivity and procedures to identify and prevent conflicts of interest.
  4. Issuers may submit issuer-sponsored research to the relevant collection body, with metadata stating it complies with the code of conduct but is not regulated information or investment research.
  5. Research labelled as issuer-sponsored must state on its front page that it was prepared under the Union code of conduct; other issuer-paid material not complying must be labelled marketing communication.
  6. Third-party research is treated as fulfilling obligations if there is an agreement identifying the research part of combined charges, clients are informed about separate or joint payments, and quality and price are regularly assessed.
  7. Research from an independent provider not engaged in execution services and not part of a financial services group with an execution or brokerage firm also fulfils those obligations.
  8. Investment firms must keep records of separate payments, inform clients annually of research expenditure attributable to them, and allow separate payment for execution and research.
  9. ESMA is to prepare a report assessing market developments in research, and the Commission may propose legislative changes based on it.
  10. ESMA is to organise a voluntary Union-wide research marketplace for SMEs and IPOs, funded by fixed contributions and with research commissioned from independent providers.
  11. An MTF or a clearly separated segment of an MTF may be registered as an SME growth market, and a financial instrument admitted there may be traded on another venue only if the issuer is informed and does not object.
  12. Shares admitted to trading on a regulated market must have a foreseeable market capitalisation or capital and reserves of at least EUR 1 000 000, and at least 10% of the subscribed capital must be held by the public.

Who is affected

  • Investment firms providing portfolio management or other investment or ancillary services, which must inform clients about payment choices and keep records.
  • Small and medium-sized enterprises and small and medium capitalisation companies, which gain more flexibility and research coverage.
  • Issuers, who may submit issuer-sponsored research and may object to trading on another venue.
  • Operators of multilateral trading facilities (MTFs), which may apply to register an MTF or a segment as an SME growth market.
  • Member States, which must adopt laws, regulations and administrative provisions to comply with the directive.

Figures and deadlines

  • EUR 1 billion: market capitalisation threshold below which bundled payments for execution and research were allowed under Directive (EU) 2021/338.
  • EUR 200 000: minimum loan amount for debt securities under Directive 2001/34/EC, considered obsolete.
  • 10%: minimum free float requirement for shares admitted to trading on regulated markets.
  • EUR 1 000 000: minimum foreseeable market capitalisation or capital and reserves for admission of shares to trading.
  • 12 months from entry into force: deadline for ESMA to submit draft regulatory technical standards on the code of conduct and the research marketplace.
  • 3 years from entry into force: deadline for ESMA to prepare a report on market developments regarding research.
  • 24 months from entry into force: date for repeal of Directive 2001/34/EC.
  • 12 months from entry into force: deadline for Member States to adopt and publish compliance provisions; 18 months for application.

Legal basis: Article 294(2) and Articles 50, 51(2) and 114 of the Treaty on the Functioning of the European Union.