Listing Act

Consultation Paper on draft technical advice concerning the Prospectus Regulation and on updating the CDR on metadata

This Consultation Paper (‘CP’) relates to the Commission’s request for technical advice concerning the Prospectus Regulation. It contains several sections which address the following elements of the request:

• content and format of the full prospectus, including a building block of additional information to be included in prospectuses for non-equity securities offered to the public or admitted to trading on a regulated market that are advertised as taking into account ESG factors or pursuing ESG objectives; and 
• criteria for the scrutiny and the procedures for the approval of the prospectus, including proposed amendments to Commission Delegated Regulation 2019/980 or ‘CDR on scrutiny and disclosure’.

This CP is also being used to consult on changes to Commission Delegated Regulation 2019/979, which relate to the data for the classification of prospectuses. These proposed changes are considered necessary to properly implement the Prospectus Regulation, as amended by the Listing Act, taking into account (i) the fact that there will be new types of prospectuses under the Listing Act (ii) prospectuses for European Green Bonds (iii) interaction with ESAP and (iv) the need to enhance data collection.

Consultation Paper on draft Guidelines specifying the circumstances in which a supplement is to be considered to introduce a new type of security into a base prospectus (expected Q1 2025)

These draft Guidelines will seek to facilitate competent authorities and financial market participants in identifying when a supplement is to be considered as introducing a new type of security that is not already described in a base prospectus.

Call for evidence on potential further steps towards harmonising rules on civil liability pertaining to securities prospectuses under the Prospectus Regulation

The Listing Act says that further harmonisation of rules on prospectus liability should be contemplated, and the European Commission should deliver a report on this to the European Parliament and the Council. The European Commission has called upon ESMA to provide advice to it in this context.
The aim of the Call for Evidence is to get feedback from market participants on a number of basic questions regarding civil liability for information given in prospectuses and provide advice to the European Commission on that basis.

CP on the Technical Advice to the EC on amendments to the research provisions in the MiFID II Delegated Directive

The amended article 24(9a) MiFID introduces a new payment regime for research and execution services. The research provisions in the MiFID II Delegated Directive should be amended to reflect this new payment option.

CP on the RTS on issuer-sponsored research

’The new article 24(3c) MiFID introduced by the Listing Act requires ESMA to develop an RTS to establish an EU code of conduct for issuer-sponsored research. Investment firms shall ensure that the research they distribute to clients or potential clients and that is labelled as ‘issuer-sponsored research’ is produced in compliance with the EU code of conduct for issuer-sponsored research. The code of conduct shall set out standards of independency and objectivity, and specify procedures and measures for the effective identification, prevention and disclosure of conflicts of interest.