[ParlTrack]

Proposal for a regulation
Article 1 – paragraph 1

1. The purpose of this Regulation is to lay down requirements for the drawing up, approval and distribution of the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market ~~situated o~~or a multilateral trading facility (MTF) or an organised trading facility (OTF) or a systematic internaliser operating within a Member State.

2016/04/21
Committee: ECON

Marco VALLI, Marco ZANNI

Proposal for a regulation
Article 1 – paragraph 2 – point a

~~(a) units issued by collective investment undertakings other than the closed-end type;~~deleted

2016/04/21
Committee: ECON

Marco VALLI, Marco ZANNI

Proposal for a regulation
Article 1 – paragraph 2 – point b

(b) non-equity securities issued by a Member State or by one of a Member State's regional or local authorities, by public international bodies of which one or more Member States are members, by the European Central Bank or by the central banks of the Member States;deleted

2016/04/21
Committee: ECON

Marco VALLI, Marco ZANNI

Proposal for a regulation
Article 1 – paragraph 2 – point d

~~(d) securities unconditionally and irrevocably guaranteed by a Member State or by one of a Member State's regional or local authorities;~~deleted

2016/04/21
Committee: ECON

Marco VALLI, Marco ZANNI

Proposal for a regulation
Article 1 – paragraph 2 – point e

(e) securities issued by associations with legal status or non-profit-making bodies, recognised by a Member State, for the purposes of obtaining the funding necessary to achieve their non-profit- making objectives;deleted

2016/04/21
Committee: ECON

Marco VALLI, Marco ZANNI

Proposal for a regulation
Article 1 – paragraph 2 – point f

(f) non-equity securities issued in a continuous or repeated manner by credit institutions provided that these securities comply with all of the following conditions: (i) they are not subordinated, convertible or exchangeable; (ii) they do not give a right to subscribe to or acquire other types of securities and that they are not linked to a derivative instrument; (iii) they materialise reception of repayable deposits; (iv) they are covered by a deposit guarantee scheme under Directive 2014/49/EU of the European Parliament and of the Council17 ; __________________ 17Directive 2014/49/EU of the European Parliament and of the Council of 16 April 2014 on deposit guarantee schemes (OJ L 173, 12.6.2014, p. 149).deleted

2016/04/21
Committee: ECON

Marco VALLI, Marco ZANNI

Proposal for a regulation
Article 1 – paragraph 2 – point h

(h) ‘bostadsobligationer’ issued repeatedly by credit institutions in Sweden whose main purpose is to grant mortgage loans, provided that (i) the ‘bostadsobligationer’ issued are of the same series; (ii) the ‘bostadsobligationer’ are issued on tap during a specified issuing period; (iii) the terms and conditions of the ‘bostadsobligationer’ are not changed during the issuing period; (iv) the sums deriving from the issue of the said ‘bostadsobligationer’, in accordance with the articles of association of the issuer, are placed in assets which provide sufficient coverage for the liability deriving from securities;deleted

2016/04/21
Committee: ECON

Marco VALLI, Marco ZANNI

Proposal for a regulation
Article 1 – paragraph 2 – point i

(i) non-equity securities issued in a continuous or repeated manner by a credit institution, where the total aggregated consideration in the Union for the securities offered is less than EUR 75 000 000 per credit institution over a period of 12 months, provided that those securities: (i) are not subordinated, convertible or exchangeable; (ii) do not give a right to subscribe to or acquire other types of securities and that they are not linked to a derivative instrument.deleted

2016/04/21
Committee: ECON

Marco VALLI, Marco ZANNI

Proposal for a regulation
Article 1 – paragraph 3 – point b

~~(b) an offer of securities addressed to fewer than 150 natural or legal persons per Member State, other than qualified investors;~~deleted

2016/04/21
Committee: ECON

Marco VALLI, Marco ZANNI

Proposal for a regulation
Article 1 – paragraph 3 – point c

~~(c) an offer of securities addressed to investors who acquire securities for a total consideration of at least EUR 100 000 per investor, for each separate offer;~~deleted

2016/04/21
Committee: ECON

Marco VALLI, Marco ZANNI

Proposal for a regulation
Article 1 – paragraph 3 – point d

~~(d) an offer of securities with a total consideration in the Union of less than EUR 500 000, which shall be calculated over a period of 12 months;~~deleted

2016/04/21
Committee: ECON

Marco VALLI, Marco ZANNI

Proposal for a regulation
Article 1 – paragraph 3 – point f

(f) securities offered in connection with a takeover by means of an exchange offer, provided that a document is available containing information describing the transaction and its impact on the issuer;deleted

2016/04/21
Committee: ECON

Marco VALLI, Marco ZANNI

Proposal for a regulation
Article 1 – paragraph 3 – point g

(g) securities offered, allotted or to be allotted in connection with a merger or division, provided that a document is available containing information describing the transaction and its impact on the issuer;deleted

2016/04/21
Committee: ECON

Marco VALLI, Marco ZANNI

Proposal for a regulation
Article 1 – paragraph 3 – point i

(i) securities offered, allotted or to be allotted to existing or former directors ~~or employees by their employer or by an affiliated undertaking~~ provided that a document is made available containing information on the number and nature of the securities and the reasons for and details of the offer or allotment.

2016/04/21
Committee: ECON

Marco VALLI, Marco ZANNI

Proposal for a regulation
Article 1 – paragraph 4 – point a

(a) securities fungible with securities already admitted to trading on the same regulated market, provided that they represent, over a period of 12 months, less than 20 per cent of the number of securities already admitted to trading on the same regulated market;deleted

2016/04/21
Committee: ECON

Marco VALLI, Marco ZANNI

Proposal for a regulation
Article 1 – paragraph 4 – point d

(d) securities offered in connection with a takeover by means of an exchange offer, provided that a document is available containing information describing the transaction and its impact on the issuer;deleted

2016/04/21
Committee: ECON

Marco VALLI, Marco ZANNI

Proposal for a regulation
Article 1 – paragraph 4 – point e

(e) securities offered, allotted or to be allotted in connection with a merger or a division, provided that a document is available containing information describing the transaction and its impact on the issuer;deleted

2016/04/21
Committee: ECON

Marco VALLI, Marco ZANNI

Proposal for a regulation
Article 1 – paragraph 4 – point g

(g) securities offered, allotted or to be allotted to existing or former directors ~~or employees by their employer or an affiliated undertaking~~, provided that the said securities are of the same class as the securities already admitted to trading on the same regulated market and that a document is made available containing information on the number and nature of the securities and the reasons for and detail of the offer or allotment;

2016/04/21
Committee: ECON

Marco VALLI, Marco ZANNI

Proposal for a regulation
Article 1 – paragraph 6

~~6. The Commission shall be empowered to adopt~~ delegated ~~acts in accordance with Article 42 setting out the minimum information content of the documents referred to in points (f) and (g) of paragraph 3 and points (d) and (e) of paragraph 4 of this Article.~~

2016/04/21
Committee: ECON

Marco VALLI, Marco ZANNI

Proposal for a regulation
Article 2 – paragraph 1 – point a

(a) ‘securities’ means transferable securities as defined by Article 4(1)(44) of Directive 2014/65/EU ~~with the exception of~~including money market instruments as defined by Article 4(1)(17) of Directive 2014/65/EU, ~~having a maturity of less than 12 month~~structured finance products, derivatives;

2016/04/21
Committee: ECON

Marco VALLI, Marco ZANNI

Proposal for a regulation
Article 3 – paragraph 2 – subparagraph 1 – point b

(b) the total consideration of the offer is less than a monetary amount calculated over a period of 12 months, which shall not exceed EUR 105 000 000.

2016/04/21
Committee: ECON

Marco VALLI, Marco ZANNI

Proposal for a regulation
Article 6 – paragraph 1

1. Without prejudice to Article 14(2) and Article 17(2), the prospectus shall contain the information which, according to the particular nature of the issuer and of the securities offered to the public or admitted to trading on a regulated market, a multilateral trading facility, or any other trading venue, is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profit and losses, and prospects of the issuer and of any guarantor, and of the rights attaching to such securities. That information shall be presented in an easily analysable, succinct and comprehensible form.

2016/04/21
Committee: ECON

Marco VALLI, Marco ZANNI

Proposal for a regulation
Article 7 – paragraph 1

1. The prospectus shall include an adequate and comparable summary providing the key information that investors need in order to understand and assess the nature and the risks of the issuer, the guarantor and the securities that are being offered or admitted to trading ~~on a regulated market, and that, when read together with the other parts of the prospectus, aids investors when considering whether to invest in such~~, and that, read on its own, enables retail investors to make an informed decision about investing in such securities and to compare them with other securities.

2016/04/21
Committee: ECON

Marco VALLI, Marco ZANNI

Proposal for a regulation
Article 7 – paragraph 3 – point b a (new)

(ba) be written in the official languages, or in one of the official languages, used in the part of the Member State where the investment product is distributed, or in another language accepted by the competent authorities of that Member State, or where it has been written in a different language, it shall be translated into one of these languages. The translation shall faithfully and accurately reflect the content of the original document.

2016/04/21
Committee: ECON

Marco VALLI, Marco ZANNI

Proposal for a regulation
Article 7 – paragraph 4 – point a

(a) ~~an introduction containing warnings~~critical information about the risk and reward profile of the investment, containing appropriate guidance and warnings in relation to all risks associated with investments and the possible maximum loss of invested capital;

2016/04/21
Committee: ECON

Marco VALLI, Marco ZANNI

Proposal for a regulation
Article 7 – paragraph 4 – point b

(b) key information on the issuer, the offeror or the person asking for admission, and the offer itself or the admission to trading;

2016/04/21
Committee: ECON

Marco VALLI, Marco ZANNI

Proposal for a regulation
Article 7 – paragraph 4 – point c

(c) ~~key information on the securities~~all direct and indirect costs and charges borne by the retail investor that are associated with an investment product;

2016/04/21
Committee: ECON

Marco VALLI, Marco ZANNI

Proposal for a regulation
Article 7 – paragraph 4 – point d

(d) ~~key informa~~a short description onf the ~~offer itself and/or the admission to trading.~~investment objectives and investment policy and principles, containing key information on past performance;

2016/04/21
Committee: ECON

Marco VALLI, Marco ZANNI

Proposal for a regulation
Article 7 – paragraph 5 – point a

(a) the summary should be ~~read as an introduction to the prospectus~~a stand-alone document, clearly separated from marketing material, and shall be prepared in a common format;

2016/04/21
Committee: ECON

Marco VALLI, Marco ZANNI

Proposal for a regulation
Article 7 – paragraph 5 – point d

(d) civil liability attaches only to those persons who have tabled the summary including any translation thereof, ~~but only~~ where the summary is misleading, inaccurate or inconsistent when read together with the other parts of the prospectus, or where it does not provide~~, when read together with the other parts of the prospectus,~~ all the key information in order to ~~aid~~enable investors ~~when considering whether to invest in~~to understand fully and assess the material risks associated with such securities.

2016/04/21
Committee: ECON

Marco VALLI, Marco ZANNI

Proposal for a regulation
Article 7 – paragraph 5 –subparagraph 1a (new)

An investor who demonstrates loss resulting from reliance on the summary under the circumstances referred to in point (d) of first subparagraph, when making an investment into a product for which that summary was produced, may claim damages for that loss in accordance with national law.

2016/04/21
Committee: ECON

Marco VALLI, Marco ZANNI

Proposal for a regulation
Article 7 – paragraph 11 – subparagraph 1

ESMA shall develop draft regulatory technical standards to specify the content and format of presentation of the historical key financial information referred to under point (b) of paragraph 6, taking into account the various types of securities and issuers.deleted

2016/04/21
Committee: ECON

Marco VALLI, Marco ZANNI

Proposal for a regulation
Article 7 – paragraph 11 – subparagraph 2

~~ESMA shall submit those draft regulatory technical standards to the Commission by [enter date 9 months after entry into force].~~deleted

2016/04/21
Committee: ECON

Marco VALLI, Marco ZANNI

Proposal for a regulation
Article 7 – paragraph 11 – subparagraph 3

~~Power is~~ delegated ~~to the Commission to adopt the regulatory technical standards referred to in the first subparagraph in accordance with Articles 10 to 14 of Regulation (EU) No 1095/2010.~~

2016/04/21
Committee: ECON

Marco VALLI, Marco ZANNI

Proposal for a regulation
Article 8 – paragraph 1

1. For non-equity securities, the prospectus may, at the choice of the issuer, offeror or person asking for the admission to trading ~~on a regulated market~~ consist of a base prospectus containing all relevant information concerning the issuer and the securities offered to the public or to be admitted to trading ~~on a regulated market~~.

2016/04/21
Committee: ECON

Marco VALLI, Marco ZANNI

Proposal for a regulation
Article 11 – paragraph 2 a (new)

2a. This Article does not exclude further civil liability in accordance with national law.

2016/04/21
Committee: ECON

Marco VALLI, Marco ZANNI

Proposal for a regulation
Article 16 – paragraph 1

1. The risk factors featured in a prospectus shall ~~be limited to~~include all risks which are specific to the issuer and~~/or~~ the securities and are material for taking an informed investment decision, as corroborated by the content of the registration document and the securities note. They shall be allocated across a maximum of three distinct categories which shall differentiate them by their relative materiality based on the issuer's assessment of the probability of their occurrence and the expected magnitude of their negative impact.

2016/04/21
Committee: ECON

Marco VALLI, Marco ZANNI

Proposal for a regulation
Article 17 – paragraph 2

2. The competent authority of the home Member State may authorise the omission from the prospectus of certain information to be included in a prospectus, where it considers that any of the following conditions is satisfied: (a) disclosure of such information would be contrary to the public interest; (b) disclosure of such information would be seriously detrimental to the issuer, provided that the omission of such information would not be likely to mislead the public with regard to facts and circumstances essential for an informed assessment of the issuer, offeror or guarantor, if any, and of the rights attached to the securities to which the prospectus relates; (c) such information is of minor importance in relation to a specific offer or admission to trading on a regulated market and would not influence the assessment of the financial position and prospects of the issuer, offeror or guarantor. The competent authority shall submit a report to ESMA on a yearly basis regarding the information the omission of which it has authorised.deleted

2016/04/21
Committee: ECON

Marco VALLI, Marco ZANNI

Proposal for a regulation
Article 17 – paragraph 4

4. Where securities are guaranteed by a Member State, an issuer, an offeror or a person asking for admission to trading on a regulated market, when drawing up a prospectus in accordance with Article 4, shall be entitled to omit information pertaining to that Member State.deleted

2016/04/21
Committee: ECON

Marco VALLI, Marco ZANNI

Proposal for a regulation
Article 17 – paragraph 5

~~5. The Commission shall be empowered to adopt~~ delegated acts, in accordance with Article 42, to specify the cases where information may be omitted according to paragraph 2, taking into account the reports of competent authorities to ESMA mentioned in paragraph 2.

2016/04/21
Committee: ECON

Marco VALLI, Marco ZANNI

Proposal for a regulation
Article 25 – paragraph 2 – subparagraph 2

The competent authority of each host Member State ~~may~~shall require that the summary referred to in Article 7 be translated into its official language or languages, ~~but~~and it ~~shall not~~may require the translation of any other part of the prospectus.

2016/04/21
Committee: ECON

Marco VALLI, Marco ZANNI

Proposal for a regulation
Article 40 – paragraph 2

2. Where the publication of the identity of the legal entities, or identity or personal data of natural persons, is considered by the competent authority to be disproportionate following a case-by-case assessment conducted on the proportionality of the publication of such data, or where such publication would jeopardise the stability of financial markets or an ongoing investigation, Member States shall ensure that the competent authorities shall either: (a) delay the publication of the decision to impose a sanction or a measure until the moment where the reasons for non- publication cease to exist; (b) publish the decision to impose a sanction or a measure on an anonymous basis in a manner which is in conformity with national law, where such anonymous publication ensures an effective protection of the personal data concerned; In the case of a decision to publish a sanction or measure on an anonymous basis the publication of the relevant data may be postponed for a reasonable period of time where it is foreseen that within that period the reasons for anonymous publication shall cease to exist; (c) not publish the decision to impose a sanction or measure in the event that the options laid down in points (a) and (b) are considered to be insufficient to ensure: (i) that the stability of financial markets would not be put in jeopardy; (ii) the proportionality of the publication of such decisions with regard to measures which are deemed to be of a minor nature.deleted

2016/04/21
Committee: ECON

42 Amendments of Marco ZANNI related to 2015/0268(COD)

ParlTrack - 2011-2024