Home Knowledge Transparency Requirements for Issuers of Securities

Transparency Requirements for Issuers of Securities

On 12 June 2013, the European Parliament passed a legislative resolution adopting, with amendments, the Commission’s proposal for a directive to amend the EU Transparency Directive.

The Transparency Directive requires issuers of securities traded on regulated markets to publish periodic financial information about the issuer’s performance over the financial year and on-going information on major holdings of voting rights.

The improvements to the Transparency Directive aim to:

  • Simplify certain obligations so as to make regulated markets more attractive for raising capital for small and medium-sized issuers

The draft directive sets out to make obligations applicable to listed small and medium-sized issuers more proportionate, whilst guaranteeing the same level of investor protection, and to facilitate cross-border access to information.

  • Improve legal clarity and effectiveness, notably with respect to the disclosure of corporate ownership

The draft directive clarifies, for instance, provisions in relation to third country issuers, and eliminates administrative burdens that are now considered unnecessary. It reviews the definition of which types of financial instruments are covered, as well as the calculation of thresholds for the notification of major holdings.

  • Provide for sanctions that are sufficiently dissuasive in the event of transparency requirements being breached

The draft directive sets out to harmonise Member States’ legal frameworks for administrative sanctions, setting minimum common standards on certain key aspects of sanction regimes. Criminal sanctions are not covered.

According to the provisional version of the adopted text, the European Parliament’s amendments to the Commission’s proposal include:

  • Amendments to a Member State’s ability to impose stricter or additional requirements in connection with notification thresholds, aggregation of holdings of voting rights and exemptions to the notification requirements
  • Clarifying the disclosure obligations in relation to payments made to governments by extractive industries (such as oil, gas and mining) or loggers of primary forests
  • Amendments to the definition of home Member State aimed at ensuring all issuers are supervised by a competent authority of a Member State
  • Requiring the development and establishment by January 2018 of a web portal providing an EU level access point to regulated information

The adopted text of the proposed Directive will now be forwarded to the Council for approval.

Contributed by Niall Crowley