ESMA LIBRARY

The ESMA Library contains all ESMA documents. Please use the search and filter options to find specific documents.
47
DOCUMENTS

REFINE YOUR SEARCH

Sections

Type of document

Your filters
Annual Report X Letter X Q&A X Technical Advice X Press Release X Corporate Governance X Procurement X CCP Directorate X Innovation and Products X Securitisation X
Reset all filters

Pages

Date Ref. Title Section Type Download Info Summary Related Documents Translated versions
13/07/2020 ESMA71-99-1352 3rd EU-wide CCP stress test results PR CCP Directorate, Post Trading, Press Releases Press Release PDF
151.99 KB
07/01/2021 ESMA71-99-1505 CFTC and ESMA Sign Enhanced MOU Related to Certain Recognized Central Counterparties CCP Directorate, Press Releases Press Release PDF
75.21 KB
29/06/2020 ESMA50-164-3475 Coverletter- ESMA response to EC consultation on a new Digital Finance Strategy for Europe Innovation and Products Letter PDF
87.97 KB
09/01/2019 ESMA71-99-1084 Crypto-assets need common EU-wide approach to ensure investor protection Innovation and Products, Press Releases Press Release PDF
148.74 KB
09/02/2021 ESAs 2021 07 ESAs letter on DORA Innovation and Products, Joint Committee Letter PDF
142.91 KB
15/03/2018 15-3-18 ESAs weigh benefits and risks of Big Data Innovation and Products, Press Releases Press Release PDF
20.5 KB
07/06/2021 ESMA71-99-1687 ESMA 4th CCP ST Press_Release 7 June CCP Directorate Press Release PDF
127.94 KB
23/09/2020 ESMA71-99-1387 ESMA appoints Chair and independent members of the CCP Supervisory Committee CCP Directorate, Press Releases Press Release PDF
84.14 KB
02/06/2016 2016/743 ESMA assesses usefulness of distributed ledger technologies Innovation and Products, Press Releases, Risk Analysis & Economics - Markets Infrastructure Investors Press Release PDF
152.48 KB
12/01/2017 ESMA71-844457584-322 ESMA calls for consistent application of MiFIR product intervention powers Innovation and Products Press Release PDF
131.28 KB
12/11/2013 2013/1645 ESMA clarifies shareholder cooperation in takeover situations Corporate Disclosure, Corporate Governance, Press Releases Press Release PDF
86.55 KB		 ESMA clarifies shareholder cooperation in takeover situations The European Securities and Markets Authority (ESMA) has published a statement on practices governed by the Takeover Bid Directive (TBD), focused on shareholder cooperation issues relating to acting in concert and the appointment of board members. The statement contains a White List of activities that shareholders can cooperate on without the presumption of acting in concert. It also contains information on how shareholders may cooperate in order to secure board member appointments by setting out factors that national authorities may take into account when considering whether shareholders are acting in concert. The statement is in response to a request by the European Commission for clarity on these issues, following its 2012 report on the application of the TBD. It is based on information collected about the TBD’s application and common practices across the European Economic Area (EEA). The statement was prepared by the Takeover Bids Network, a permanent working group, under ESMA’s auspices, that promotes the exchange of information on practices and application of the TBD across EEA. Steven Maijoor, ESMA Chair, said: “Today’s statement means that shareholders can now be confident that they can expect authorities to take a consistent approach across the EEA to their cooperative activities. This consistency should in turn provide the reassurance needed by shareholders for the effective, sustainable engagement that is one of the cornerstones of listed companies’ corporate governance model allowing them to hold their boards to account. “ESMA believes that ensuring a consistent and convergent supervisory approach to this issue will be instrumental in affording equality of treatment to shareholders and investors across the EEA.” National competent authorities will have regard to the White List when determining whether shareholders are persons acting in concert under national takeover rules, but will also take into account all other relevant factors in making their decisions. Shareholder cooperation and acting in concert - The White List When shareholders cooperate to engage in any of the activities listed below, that cooperation will not, in and of itself, lead to a conclusion that the shareholders are acting in concert: 1. entering into discussions with each other about possible matters to be raised with the company’s board; 2. making representations to the company’s board about company policies, practices or particular actions that the company might consider taking; 3. other than in relation to the appointment of board members, exercising shareholders’ statutory rights; 4. other than in relation to a resolution for the appointment of board members and insofar as such a resolution is provided for under national company law, agreeing to vote the same way on a particular resolution put to a general meeting. If shareholders cooperate in an activity not included on the White List, this will also not result in an automatic assumption that they are acting in concert. Each case will be determined on its own particular facts. Cooperation in relation to the appointment of members of the board of a company The White List does not include any activity relating to cooperation on board appointments, due to differences in Member State approaches towards determining whether shareholders who cooperate in relation to board appointments are acting in concert. However, shareholders may wish to cooperate in order to secure board members’ appointment in a company in which they have invested. This cooperation might take the form of: 1. entering into an agreement or arrangement (informal or formal) to exercise their votes in the same way in order to support the appointment of one or more board members; 2. tabling a resolution to remove one or more board members and replace them with one or more new board members; or 3. tabling a resolution to appoint one or more additional board members. The statement therefore indicates which factors may be considered when assessing whether such cooperation is indeed an act of acting in concert. ESMA will keep the public statement under review in order to ensure that it continues to reflect accurately the practices and application of the TBD in the Member States. 2013/1642 Public Statement - Information on shareholder cooperation and acting in concert under the Takeover Bids Directive. 2013/1643 Cover Note to the Public Statement
22/11/2011 2011/219 ESMA comment letter on the EU Commission Green Paper- The EU Corporate Governance Framework Corporate Disclosure, Corporate Governance Letter PDF
496.17 KB
03/06/2020 ESMA71-99-1334 ESMA consults on cloud outsourcing guidelines Innovation and Products Press Release PDF
95.46 KB
19/12/2017 ESMA71-99-916 ESMA consults on securitisation requirements Press Releases, Securitisation Press Release PDF
150.34 KB
15/02/2019 ESMA71-99-1115 ESMA IOSCO Statement on EDPB Opinion Corporate Governance, International cooperation Press Release PDF
83.19 KB
27/03/2014 2014/334 ESMA issues good practices for structured retail product governance MiFID - Investor Protection, Innovation and Products Press Release PDF
105.37 KB		 The European Securities and Markets Authority (ESMA) has published an opinion on structured retail products, setting out good practices for firms when manufacturing and distributing these products.
25/05/2021 ESMA71-99-1670 ESMA launches call for evidence on digital finance Innovation and Products, Press Releases Press Release PDF
86.79 KB
03/02/2022 ESMA71-99-1819 ESMA launches its new STS register Securitisation Press Release PDF
82.51 KB
12/07/2021 ESMA71-99-1714 ESMA launches public consultations on CCP recovery regime CCP Directorate Press Release PDF
85.53 KB
17/12/2021 ESMA71-99-1787 ESMA Press Release Tier 2 Assessment CCP Directorate, Post Trading, Press Releases Press Release PDF
91.38 KB

Pages