The second chapter focuses on the introduction of the "MiFID II" directive and the concept of admission to trading on regulated markets. The purpose of the chapter is to make a comparison with the concept of admission to listing analyzed in the previous chapter.
- Segrè Report and first legislative measure on stock exchanges
- Towards the harmonization
- Financial Services Action Plan (FSAP)
- The Lamfalussy Report
- Reorganization of the laws
- Prospectus Regulation
- Market Abuse Regulation
- Transparency Directive
- Market in Financial Instrument Directive (MiFID)
- Recent Legislative Measures
22 Directive 2003/6/EC of the European Parliament and of the Council of 28 January 2003 on insider trading and market manipulation (Market Abuse Directive). 27 Directive 2004/39/EC of the European Parliament and of the Council of 21 April 2004 on markets in financial instruments.
Admission to Official Listing
This rather brief introduction on the history and the most relevant legislative measure in terms of European capital markets was intended to be propaedeutic to understand the close relationship between financial markets and listed companies, on which the remaining paragraphs will be focused. On the other hand, by listing its instruments, the company will be able to attract a wide range of different investors, strengthening the reputation on the market and the brand awareness.
This was the first concrete step towards the European Union's effort to achieve maximum harmonization in the field of capital markets and listing requirements. In particular, they modified part of the provisions of the Listing Directive in order to modernize the discipline to a greater extent.
Scope of application and general provisions
The first is strictly related to the fact that the admission of securities to any stock exchange is conditional on the fulfillment of the conditions set out in the directive itself44. Secondly, it stipulates that issuers of securities that are admitted to such an official listing, regardless of the date on which this admission takes place, are subject to the obligations specified in it45.
Conditions and Obligations
- Conditions: conditions for companies
- Conditions: conditions for shares
- Conditions: conditions for debt securities
- Obligations: obligations for companies whose shares are listed
- Obligations: obligations of issuers whose debt securities are listed
Market capitalization (or market capitalization) refers to the comprehensive value of the total amount of shares of the company. It stipulates that the application for admission to the official list must cover the entire part of the same class already issued60.
Powers of the national competent authorities
On the other hand, an example of the second approach is represented by Italy, where the admission to the official listing is offered by Borsa Italiana S.p.A., so the thesis is based on the construction of the admission to the listing as a proper contract between the requesting issuer and the market operator, even if subject to the condition precedent of recognizing the claims.
Information to the public
Annual Accounts and Reports
The preambles of the Directive focus on the principles in the light of which these documents should be prepared. In addition, the third paragraph of the same article stipulates that when the data cannot fairly and truly reflect the financial situation, the company must add other relevant data.
Therefore, it must ensure that equivalent information is made available to the market at each of these exchanges.
Dual and Cross Listing
The secondary reason is represented by the increase in market liquidity (depending on the liquidity of the market on which the cross-listing takes place), which increases the liquidity of the stock93. One of the most relevant is represented by Carnival Corporation (listed on NYSE) and Carnvial plc (listed on LSE).
Directive 2014/65/EU (Markets in Financial Instruments Directive)
Since many of the provisions of this legal instrument supersede the purpose of this chapter, a simple revocation may suffice. 109 See European Commission, 20 October 2011, COM(2011) 656 final, Proposal for a Directive of the European Parliament and of the Council on markets in financial instruments repealing Directive 2004/39/EC of the European Parliament and of the Council (recast) ) ( MiFID II), p. 2012) Reforming the regulation of trading venues in the EU under the proposed MiFID II – Leveling the Playing Field and Overcoming Market Fragmentation?, p. However, the most interesting and relevant concept related to this work is related to the admission to trading on regulated markets and the innovations introduced by this Directive on this subject.
Admission to Trading on Regulated Markets
In the first, an issuer seeking admission to trading of its financial instruments can have a complete picture of the preconditions. The definition of whether this requirement can be met is set by Article 1 of the Delegated Regulation. It determines the possibility that securities already accepted for trading on a regulated market are accepted for trading on another regulated market, even without the consent of the issuer.
Suspension and Removal of financial instruments from trading
Instead, to assess whether a stock can be traded in this way, the operator must look at the distribution of the shares to the public. If these cases remain in dispute, the supervisory authority may decide to lift the suspension or removal if the financial instrument in question no longer complies with the rules of the regulated market. In addition, Member States shall verify in accordance with Article 52(2) whether, where necessary to support the objectives of the suspension or delisting of the underlying financial instrument, the derivatives linked to those instruments are also subject to the same suspension or delisting . removal.
Admission to Listing and Admission to Trading
First, it can be explored as a reflection of the distinction between the traditional official stock exchange (borse valori) and other regulated markets. Moreover, this difference can be appreciated as two different "stages/steps" of the same admission process. In conclusion, the third and probably the most interesting aspect of this distinction is based on the topic of so-called unilateral admission to trading.
Traditional Official Stock Exchanges and other Regulated Markets
The first measure, although aimed at defining what an "issuer" is for the purposes of the directive, states that it means "companies and other legal entities and all companies whose securities are the subject of an application for admission to official listing on the stock exchange"135. In addition, other , in order to define the scope of the directive itself, states that the relevant articles "apply to securities admitted to official listing or subject to a request for admission to official listing on a stock exchange located or operating in a Member State" 136. From a purely terminological point of view, it retains a rather limited meaning, as the concept of "stock market" or "exchange" may still refer to the primary market as opposed to the secondary segments of the wider European financial sector.
In particular, it notes that stock exchanges are regulated markets (or segments thereof) in which admission to official listing takes place under the conditions laid down in Directive 2001/34. This can only be deduced a contrario from recital 23154 of the Listing Directive, which provides for official listing on unregulated markets, i.e. 156 “…The provisions of this Directive concerning the admission of instruments to trading under the rules laid down by the regulated market should be without prejudice to the application of Directive 2001/34/EC of the European Parliament and of the Council of 28 May 2001 on the admission of securities to official stock exchange listing and on the information to be published about such securities(14 ).
The two “steps” theory
- The United Kingdom approach
- LSE demutualization and the “Financial and Markets Act 2000”
- Admission Process in the UK
- Article 51(5) MiFID II
- Implications on competition and investors’ protection
- Italian perspective
Secondly, the admission to trading is not completed in terms of a request filled in or prepared by the issuer (as an act of its willingness), but unilaterally by the market operator of the second market. In particular, the instruments must already be traded, and the issuer must be notified of the "new" admission. For the purposes of this dissertation, it may be useful to review provisions provided by the Italian legislature on the theme of the distinction between admission to listing (as required by a request from the issuer) and admission to trading (as possibly alienated without this distinction ) to remember. .
An obsolete distinction?
The main argument given is in the concept of provisions on companies with instruments that are widespread in the public. On the other hand, even if the official listing is designed to achieve "something more" in terms of admission to trading, it remains unclear whether it is actually capable of doing so. In addition, the issuer continues to be governed by the laws of the country in which it first listed, unless otherwise specified by the dual listing requirement.
Provisions relating to admission to listing and trading, regulation and supervision and pot trading services will be analyzed to see how the European institutions have dealt with and will deal with this renewed panorama. In addition, as a conclusion of this thesis, reference will be made to the so-called “Capital Markets Union Action Plan” (“CMU Action Plan”). A new plan (the “KMU Action Plan 2020”) and a new long-term and green perspective were presented.
Trading Facilities before and after MiFID II
Types of Trading Facilities
- Trading Venues and SME Growth Markets
- Systematic Internalisers
- Alternative Trading Platforms
They started as competitors to the traditional fairs thanks to technological developments and the novelties introduced. The MiFID II is strictly focused on the concept of “market operator” and attempts to align the requirements with those of investment firms. Another peculiarity is the fact that the operator is not subject to the non-discretionary exploitation of the site.
Current European scenario: cross-border entities and FMI groups
- Euronext N.V
- London Stock Exchange Group
- Deutsche Börse Group
- Nasdaq Nordic
- SIX Swiss Exchange Ltd
This happened together with the takeover of the London futures and options market, the so-called LIFFE derivatives market. In addition, there is the unique case of a Swiss stock exchange that has remained a limited liability company. The Deutsche Börse Group is the most important German market operator and the owner of the "Frankfurt Stock Exchange" and "Xetra".
It is headquartered in Zurich and owned by the SIX Group, which is an unlisted joint-stock company owned by 125 Swiss and non-Swiss financial institutions307. However, as analyzed by other exchanges, the company offers not only trading services (mainly equity and shares) but also post-trade services through its division: SIX Securities Services.
Common features and cooperation activities
Regulation of admission to listing and trading
This section provides an overall description of the regulated markets (Euronext) and the MTFs (Euronext Growth and Euronext Access) managed by the company and some data regarding the number of issuers and the average deal size and market capitalization at the IPO. For example, the free float required to be listed on Euronext Dublin is lower (€1m) than for all other regulated markets (€5m or at least 25% of the market capitalization). Those differences are even more pronounced for the MTFs313, as the flexibility of the regulatory requirements allows.
Capital Markets Union
CMU on admission to listing
Some scholars, together with the advent of the CMU Action Plan, theorized the proposal to centralize the examination and the approval of the admission to listing (and trading) in the hands of a single European authority. This option was put forward several times in the past, but it failed mainly due to the reluctance of the member states to lose their competence in the field of securities markets. In addition, the fragmentation, unlike the experiences of Euronext and Nasdaq Nordic, is still a feature of the financial markets in Europe.
Single listing authority?
ESMA, as underlined in the first chapter, is an independent authority of the European Union, based in Paris since January 2011, when it replaced the former Committee of European Securities Regulators (CESR)321. The aim was to achieve greater transparency in the field of RAs after the 2009 crisis. This theme is closely related to the theme of admission to trading, as opposed to admission to listing analyzed in the previous chapter.
Regulatory and Supervisory role
Euronext regulatory and supervisory framework
By referring to Euronext, the company provides information on how each of the regulated markets is regulated and supervised in accordance with MiFID II. From a legal perspective, an MOU, even if not legally binding, is a formal agreement between two or more parties, described in a document that defines the scope and purpose of the relationship and includes the roles and responsibilities of each party. The agreement establishes the "Euronext College of Regulators" (CoR) and provides a framework for the coordination of the supervisory and regulatory authorities of the financial markets controlled by Euronext.
CMU on regulation and supervision
FMI Groups and post-trade regulation
Regulation (EU) of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and the repeal of Directive 2003/71/EC (“Prospectus Regulation”) Financial Services Authority, “The Transfer of the UK Listing Authority to the FSA (Consultation Paper No. 2002) Capital Markets in the Age of the Euro: Cross-Border Transactions, Listed Companies and Regulation.