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Date Ref. Title Section Type Download Info Summary Related Documents Translated versions
23/03/2011 2011/82 Press release- ESMA establishes a framework for third country prospectus and applies this new framework to facilitate Israeli issuers access , , Press Release PDF
189.19 KB
12/10/2011 2011/339 Press release- ESMA Stakeholder Group elects Guillaume Prache as chair, Judith Hardt and Peter de Proft as vice-chairs , Press Release PDF
29.29 KB
22/11/2011 2011/219 ESMA comment letter on the EU Commission Green Paper- The EU Corporate Governance Framework , Letter PDF
496.17 KB
06/01/2012 2012/10 Interpretation of the Mineral Companies Recommendations for cement companies , Letter PDF
41.27 KB
Open letter regarding Interpretation of the Mineral Companies Recommendations for cement companies
01/03/2012 2012/140 ESMA advises European Commission on Prospectus Directive’s overhaul- Advice covers possible delegated acts , , Press Release PDF
115.14 KB
01/03/2012 2012/138 ESMA’s technical advice on possible delegated acts concerning the Prospectus Directive as amended by the Directive 2010/73/EU , Letter PDF
94.68 KB
27/03/2012 2012/224 ESMA seeks views on proxy advisors , , Press Release PDF
170.89 KB
ESMA published last Thursday a discussion paper (ESMA/2012/212) on proxy advisors active in the European Union, seeking views of stakeholders. The paper aims at giving an overview of the state and structure of the market, advisor’s methodologies, and on possible policy options. Generally, proxy advisors assist (institutional) investors and asset managers in their voting policy and strategy.  Currently, there are no rules in place on a pan-European basis regarding proxy advisors. ESMA will use the feedback received on this paper to publish a feedback statement in Q4 of 2012, which will also include ESMA’s view on whether there is a need for policy action in the area.
03/05/2012 2012/SMSG/25 Advice on the discussion paper on Proxy Advisors Letter PDF
236.57 KB
24/05/2012 2012/SMSG/27b SMSG advice to ESMA on short selling Letter PDF
86.43 KB
This document is an advice from the SMSG to ESMA's draft technical advice on possible Delegated Acts concerning the regulation on short selling and certain aspects of credit default swaps ((EC) No XX/2012))
24/05/2012 2012/SMSG/30 ESMA’s Discussion paper on Key concepts of the AIFMD and types of AIFM – Opinion of the SMSG Letter PDF
59.17 KB
This document is an advice from the SMSG to ESMA's discussion paper on Key concepts ofthe AIFMD and types of AIFM
04/06/2012 2012/SMSG/29 SMSG Advice on ESMA’s public consultation on Draft Technical Standards for the Regulation on OTC Derivatives, CCPs and Trade Repositories Letter PDF
112.88 KB
06/09/2012 2012/SMSG/58 SMSG Advice on EMIR Draft (Regulatory) Technical Standards Letter PDF
235.22 KB
19/12/2012 2012/SMSG/69 SMSG Advice on Guidelines on remuneration policies and practices (MiFID) Letter PDF
169.46 KB
09/01/2013 2012/878 ESMA’s technical advice on possible delegated acts concerning the Prospectus Directive as amended by the Directive 2010/73/EU , Letter PDF
36.15 KB
19/02/2013 2013/240 ESMA recommends EU Code of Conduct for proxy advisor industry , , Press Release PDF
140.27 KB
05/03/2013 2013/SMSG/03 SMSG Advice on Benchmarks/Indices , Letter PDF
253.23 KB
20/03/2013 2013/317 Framework for the assessment of third country prospectuses under Article 20 of the Prospectus Directive , Opinion PDF
725.59 KB
06/06/2013 2013/684 ESMA and the EBA publish final principles on benchmarks , , Press Release PDF
125.48 KB
12/11/2013 2013/1645 ESMA clarifies shareholder cooperation in takeover situations , , 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
12/12/2013 2013/1909 ESMA appoints new Securities Markets Stakeholders Group members , Press Release PDF
108.69 KB
ESMA appoints new Securities Markets Stakeholders Group members The European Securities and Markets Authority (ESMA) has announced the composition of its Securities Markets Stakeholder Group (SMSG) following its approval by ESMA’s Board of Supervisors. These individuals will begin a term of 2½ years on 1 January 2014 and will replace the group whose mandate expires on 31 December 2013. The new SMSG will be composed of 30 individuals drawn from across 17 Member States and representing ESMA’s key stakeholder constituencies – consumer representatives (4), users of financial services (5), financial market participants (10), financial institution employees (2), small and medium sized enterprises (1) and academics (8). A number of the incoming members have previously served in the first SMSG. The SMSG was set up to facilitate consultation with key financial market stakeholders on all aspects of ESMA’s work. The SMSG provides ESMA with opinions and advice on policy workstreams and must be consulted on technical standards and guidelines and recommendations. In addition, the Stakeholder Group is expected to notify ESMA of any inconsistent application of European Union law as well as inconsistent supervisory practices in the Member States. Steven Maijoor, ESMA Chair, said: “The SMSG makes an important contribution to ESMA’s policy development, providing us with timely and valuable input on how our regulatory activities may potentially affect the different users of financial markets. “We have enjoyed a very good working relationship with the outgoing members of the SMSG who, as well as contributing their views and experience to our policymaking discussions, have been pioneers in developing the role of their group as part of the new European System of Financial Supervision. I look forward to working with the SMSG’s new members on a host of challenging issues.” The SMSG meets at least four times a year, and in addition meets twice with ESMA’s Board of Supervisors. Their advice and opinions are published on ESMA’s website.

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