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Edited By: Danny Busch, Emilios Avgouleas, Guido Ferrarini

From: Capital Markets Union in Europe

Edited By: Danny Busch, Emilios Avgouleas, Guido Ferrarini

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From: Oxford Legal Research Library (http://olrl.ouplaw.com). (c) Oxford University Press, 2021. All Rights Reserved. Subscriber: null; date: 19 January 2021

(p. 603) Index

access to EU financial markets
Brexit and 5.02–5.13
‘deference’ model 6.49
‘national treatment’ model 6.48
venture capital 9.25–9.38
Action Plan, see Action Plan; CMU
activism, see shareholder activism
admission to trading
adverse selection, see initial public offerings
affirmative-disclosure regimes, see initial public offerings
alternative finance
crowdfunding, see crowdfunding
FinTech applied to 10.03–10.07
FinTech development and 10.01–10.02, 10.65
main types of 10.08–10.11
alternative investment fund (AIFs), see collective investments
Alternative Investment Market (AIM) (UK) 12.49
arbitrage
EU CCPs, ESMA supervision of 3.44
artificial intelligence (AI)
cooperation between start-ups and corporations 9.57–9.61
corporate incubator and accelerator programmes 9.52–9.56
financial innovation, and 9.45–9.51
FinTech, and 8.12
innovation 'ecosystem' 9.10–9.11
asset managers
collective investments 19.10–19.11
direct supervision by ESAs 3.26–3.27
assets
portability and segregation, see clearing and settlement
banking regulation approach to crowdfunding 10.25–10.27
Banking Union, see European Banking Union
bankruptcy
IPO issuers 13.79–13.81
behaviour, see investor rationality
Better Regulation Programme
CMU and 1.14
Bretton Woods system 2.04–2.05
Brexit
access to financial markets 5.02–5.13
clearing and settlement 24.53
CMU and London capital market 6.07–6.09, 8.08, 8.68
debt securitization 22.67
derivatives clearing, see derivatives
EBA relocation
ECB and 5.48–5.53
implications of 5.45–5.47
inevitability of 5.44
ESAs, reform of 5.54–5.64
EU financial innovation, and 8.06–8.07, 8.09, 8.50, 8.64, 8.68
euro-denominated clearing for derivatives 5.33–5.43
EU securities regulation, and 4.04, 4.35, 4.70
impact of 5.01
institutional investment 18.04, 18.58–18.60
international financial governance, and 6.45–6.62
legal means for continued UK access to EU market 6.10–6.16
OTC derivatives, see derivatives
Prospectus Regulation, and 11.03
securitization 21.23
securitized debt 22.67
shareholder activism 23.48
third country equivalence rules
bespoke EU/UK arrangement 6.67–6.74
Commission's approach to new regime 6.85–6.86
conceptions of equivalence 6.63–6.67
EMIR equivalence challenge 6.42–6.44
EMIR rules 6.38–6.41
equivalence regime 5.14–5.32, 6.17–6.20
ESMA supervision of third-country CCPs 3.48–3.50, 3.108
European Parliament's approach to new regime 6.87
Member States’ preferences 6.88
MiFID II/MiFIR equivalence challenge 6.30–6.37
MiFID II/MiFIR rules 6.21–6.29
new horizontal EU regime 6.75–6.84
business start-up finance, see venture capital
Capital Markets Union (CMU)
Better Regulation Programme, and 1.14
Commission's call for evidence on 1.15–1.21
compliance burden 1.12
EBU in relation 1.08–1.09
EU financial integration, and, see European financial integration
(p. 604) EU institutional reform, and 1.23
introduction to 1.01–1.05
Listing Authority, see European Listing Authority
objectives 1.06–1.07
political uncertainties 1.22
regulatory authority, see EU-SEC
regulatory burden 1.10–1.13
risk absorbing mechanism, as 2.13–2.25
capital relief for SME financing 20.10–0.16, 20.59
Capital Requirements Regulation (CRR)
capital relief for SMEs 20.11–20.13, 20.16
equity investments 20.20, 20.23
regulatory burden 1.12
central clearing services, see Central Counterparties; derivatives
Central Counterparties (CCPs)
clearing markets 3.37–3.41
cross-margining arrangements 7.48–7.50
derivatives clearing, see derivatives
direct supervision by ESAs 3.28
direct supervision by ESMA
background 3.31–3.41
CCP Executive Session 3.51–3.64
current shortcomings of third-country CCP supervision 3.45–3.50
ESMA supervisory powers 3.28
third-country CCPs 3.70–3.90, 3.91–3.107
draft CCP Regulation 24.29–24.31
EMIR rules
additional protection against clearing member default 24.23
corporate governance 24.21
default waterfall 24.18–4.20
ESMA supervision, and 4.54
European passport 24.16
generally 24.04, 24.07, 24.15
interoperability arrangements 24.22
investment policy 24.24
licence requirements 24.16
membership criteria 24.17
portability of assets 24.25
segregation of assets 24.25
ESMA’s CCP Executive Session
composition 3.53–3.58
creation 3.51–3.52
decision-making 3.63–3.64
EU CCPs, supervision of 3.65–3.69
powers and responsibilities 3.59–3.62
third-country CCPs, supervision of 3.71–3.107
EU CCPs, ESMA supervision of
CCP colleges 3.42
home-country control 3.43
regulatory and supervisory arbitrage 3.44
expansion of 3.32–3.36
interoperability 7.53–7.57
network strategies
assessment of 7.58–7.60
introduction to 7.47
types of 7.48–7.57
participant links 7.51–7.52
recovery and resolution
CCP insolvency 24.26–24.28
draft CCP Regulation 24.29–24.31
early intervention measures 24.39
recovery plans 24.34–24.35
remedies 24.47–24.50
resolution authorities 24.32–24.33
resolution plans 24.36–24.38
resolution process 24.40–24.46
third-country CCPs, ESMA supervision of
Brexit and 3.48–3.50
ongoing supervision 3.46, 3.91–3.107
significant number of financial instruments denominated in Member States currencies cleared by recognized third-country CCPs 3.45
stronger ESMA powers 3.70
Tier 1 CCPs 3.74
Tier 2 CCPs 3.75–3.86
Tier 2 CCPs, refusal to recognize 3.87–3.90
two-tier system 3.71–3.73
un-level playing field 3.47
third-country CCPs, ongoing ESMA supervision of
enforcement 3.100–3.106
fines and periodic penalty payments 3.101–3.103
generally 3.91
infringements 3.100–3.105
investigation powers 3.95–3.98
procedural rules 3.99
responsibility for 3.92–3.94
review of CCP recognition 3.107
shortcomings of 3.46
Central Securities Depositories (CSD) Regulation (CSDR)
ancillary services 24.59
dematerialization and immobilization 24.65
European passport 24.60–24.62
generally 24.04, 24.07
harmonized CSD definition 24.57–24.58
introduction to 24.54–24.56
no portability of assets 24.81–24.82
settlement discipline 24.64
settlement period to T+2 24.63
change
market failure cause, as 22.52, 22.60–22.64, 22.66
charities
taxation of contributions 26.59–26.69
clearing and settlement
Brexit 24.53
CCP recovery and resolution
CCP insolvency 24.26–24.28
draft CCP Regulation 24.29–24.31
early intervention measures 24.39
recovery plans 24.34–24.35
remedies 24.47–24.50
resolution authorities 24.32–24.33
resolution plans 24.36–24.38
resolution process 24.40–24.46
classic exchange structure 24.05
(p. 605) clearing phase 24.11–24.13
CSDR
ancillary services 24.59
dematerialization and immobilization 24.65
European passport 24.60–24.62
generally 24.04, 24.07
harmonized CSD definition 24.57–24.58
introduction to 24.54–24.56
settlement discipline 24.64
settlement period to T+2 24.63
derivatives, see derivatives
EMIR regulation of CCPs
additional protection against clearing member default 24.23
corporate governance 24.21
default waterfall 24.18–24.20
ESMA supervision, and 4.54
European passport 24.16
generally 24.04, 24.07, 24.15
interoperability arrangements 24.22
investment policy 24.24
licence requirements 24.16
membership criteria 24.17
portability of assets 24.25
segregation of assets 24.25
financial crisis of 2008 24.05
introduction to 24.01–24.02
MiFID provisions 24.04
open access and competition between market infrastructures 24.85–24.87
overview of 24.03–24.08
segregation of assets under EMIR and CSDR
administrative segregation 24.75–24.76
CCP regulation under EMIR 24.25
EMIR amendment 24.80
introduction to 24.74
level of segregation 24.83–24.84
no portability under CSDR 24.81–24.82
portability under EMIR 24.77–24.79
settlement phase 24.14
summary overview 24.88–24.91
Target2Securities system (T2S)
benefits of 24.73
cash leg of transactions 24.68–24.71
introduction to 24.66
outsourcing of settlement function 24.67
securities leg of transactions 24.68–24.71
voluntary participation 24.72
trading phase 24.10
transaction chain
clearing 24.11–24.13
introduction to 24.09
settlement 24.14
trading 24.10
clearing services, see Central Counterparties; derivatives
CMU-SEC, see EU-SEC
collective investments
asset managers 19.10–19.11
barriers to cross-border trade, reduction of
generally 19.79
inbound restrictions 19.80–19.86
outbound restrictions 19.87–19.90
summary overview 19.91–19.94
conduct of business rules 19.32–19.34
disclosure rules
AIFs generally 19.16–19.21
cross-border AIFs 19.22–19.25
cross-border UCITS 19.29–19.31
generally 19.12–19.15
UCITS generally 19.26–19.28
effectiveness of EU Passport 19.40–19.44
European market for 19.04–19.09
Home State rules and practices
administrative proceedings 19.72–19.75
generally 19.71
measures exceeding EU requirements 19.76–19.78
Host State rules and practices
inducements 19.63–19.70
‘investment advice’, scope of 19.60–19.62
‘marketing’, definition of 19.55–19.59
notification and approval process 19.45–19.48
retrocessions 19.63–19.70
unit-holder rights 19.49–19.54
introduction to 19.01–19.03
product regulation 19.35–19.39
UCITS Directive framework 19.04–19.09
competent authority
complacency
market failure cause, as 22.49–22.51
complexity
market failure cause, as 22.46, 22.57–22.59, 22.66
compliance burden of CMU 1.12
compliance costs reduction
conduct of business rules, see investor protection
conflict
market failure cause, as 22.47–22.48
corporate governance
EMIR regulation of CCPs 24.21
corporate incubator and accelerator programmes 9.52–9.56
credit granting
securitization 21.55
cross-class cram down
restructuring frameworks 25.75–25.83
cross-margining arrangements between CCPs 7.48–7.50
crowdfunding
financial return (FR) crowdfunding
benefits and risks of 10.15–10.21
introduction to 10.02
proportionality 10.62–10.64
regulation generally 10.22, 10.65
regulatory policy proposals 10.48–10.50
types of 10.08, 10.12
investment-based (IB) crowdfunding
benefits and risks of 10.15–10.21
introduction to 10.02
(p. 606) LB-crowdfunding compared 10.12–10.21
national regulatory approaches 10.38
proportionality 10.62–10.64
regulatory policy proposals 10.51–10.56, 10.65
securities regulation approach 10.39–10.40
special regulatory regimes 10.41–10.47
loan-based (LB) crowdfunding
banking regulation approach 10.25–10.27
benefits and risks of 10.15–10.21
IB-crowdfunding compared 10.12–10.21
introduction to 10.02
payment services regulation approach 10.28
proportionality 10.62–10.64
regulation generally 10.23–10.24
regulatory policy proposals 10.57–10.61, 10.65
securities regulation approach 10.29–10.30
special regulatory regimes 10.31–10.37
damages actions
continuing disclosures, and 15.28–15.42
deterrence arguments for 15.43
disclosure promotion, and 15.05–15.16
incentives for investors to litigate 15.11–15.16
introduction to 15.01–15.04
liabilities at EU or national level? 15.44
public offerings, and 15.17–15.27
data reporting services providers
direct supervision by ESAs 3.20–3.25
debtor in possession
restructuring frameworks 25.30–25.33
decision-making
hedge fund activism 23.29–23.34
default waterfall
EMIR regulation of CCPs 24.18–24.20
deregistration
derivatives
Brexit
CCP network strategies 7.47–7.60
central clearing services 7.07–7.18
equivalence regime 7.19–7.38
impact of 7.61–7.65
introduction to 7.01–7.06
worst-case scenario 7.39–7.46
CCP network strategies
assessment of 7.58–7.60
introduction to 7.47
types of 7.48–7.57
central clearing services
CCP network strategies 7.47–7.60
CCPs' role 7.07
economic aspects of regulation 7.08–7.14
globalization and 7.12–7.14
London-centricity 7.15–7.18
market concentration 7.10–7.11
cross-margining arrangements 7.48–7.50
EMIR reform proposal 7.35–7.38
EMIR rules 5.39, 7.07
equivalence regime
consensual ('soft') Brexit 7.30–7.34
EMIR reform proposal 7.35–7.38
EU and UK approaches 7.19–7.22
non-consensual ('hard') Brexit 7.23–7.29
interoperability 7.53–7.57
participant links 7.51–7.52
derogations
taxation 26.20–6.35
direct supervision by ESAs, see European Supervisory Authorities
disclosure
damages actions, see damages actions
goals of disclosure rules 15.05–15.10
investor protection 16.37
Prospectus Regulation, see Prospectus Regulation
securitization 21.51–21.52
dividends
withholding taxes 26.42–26.54, 26.73–26.75
due diligence
securitization 21.42–21.44
Dutch personal pensions system, see personal pensions
enforcement
Securitization Regulation sanctions regime 21.56–21.62
third-country CCPs, ongoing ESMA supervision of 3.100–3.106
TRs 4.18
entrepreneurial shareholder activism, see shareholder activism
equity investments by banks and insurers 20.17–20.28, 20.60
equivalence principle, see third country equivalence rules
European Banking Union (EBU)
CMU in relation 1.08–1.09
European financial integration, and 2.12
European financial integration
Bretton Woods system 2.04–2.05
CMU as risk absorbing mechanism 2.12–2.25
definition of 8.28
early stages of 8.30–8.31
EBU and 2.12
financial innovation, and 8.27–8.51
financial integration policies 2.04
harmonization legislation since 1985
generally 8.35
harmonization principles 8.36–8.39
‘maximum’ harmonization 8.40–8.42
MiFID II and MIFIR 8.43–8.51
historical overview 2.03–2.12, 2.43
introduction to 2.01–2.02
(p. 607) mutual recognition principle 2.06–2.08
political aspects of 8.32–8.34
post-financial and sovereign crises of 2008 and 2010 2.09–2.12
post-Second World War 2.04–2.05
pre-requisites for 8.29
process of 8.27
risk sharing 2.14–2.19
Single European Act 2.06
sustainable financial ecosystem, building of 2.20–2.25
US financial integration compared 2.20–2.25, 2.34–2.42, 2.45
European Listing Authority (EULA)
advantages of 4.70, 4.72
centralization of CMU listing process, and 4.42–4.45
constitutionality of 4.57–4.69, 4.73
introduction to 4.01–4.11
Listing Directive, and 4.24–4.35
MiFID, and 4.28
need for 4.73
powers of 4.73
proposal for 4.23
Prospectus Directive, and 4.36–4.39
Transparency Directive, and 4.40–4.41
European Market Infrastructure Regulation (EMIR)
amendment proposal 3.04, 3.06, 3.28, 3.36
CCPs
additional protection against clearing member default 24.23
corporate governance 24.21
default waterfall 24.18–24.20
ESMA supervision, and 4.54
European passport 24.16
generally 24.04, 24.07, 24.15
interoperability arrangements 24.22
investment policy 24.24
licence requirements 24.16
membership criteria 24.17
portability of assets 24.25
segregation of assets 24.25
clearing services 4.54
derivatives clearing 5.39, 7.07, 7.09, 7.14, 7.19–7.38, 7.40, 7.50, 7.52–7.56, 7.62
reform proposal 7.35–7.38
segregation of assets
administrative segregation 24.75–24.76
amendment to EMIR 24.80
CCP regulation 24.25
introduction to 24.74
level of segregation 24.83–24.84
portability 24.77–24.79
third country equivalence challenge 6.42–6.44
third country equivalence rules 6.38–6.41
TR enforcement 4.18
TR registration 4.17
European passport
effectiveness 19.40–19.44
EMIR regulation of CCPs 24.16
European personal pension product (PPP), see personal pensions
European Securities and Markets Authority (ESMA)
creation of 4.05
direct supervision
asset management industry, of 3.26–3.27
data reporting services providers, of 3.20–3.25
PEPP providers, of 3.29
progress and prospects 3.108
ECB and 5.49
EULA proposal, and, see European Listing Authority
future role of
Commission consultation on 4.04
powers and responsibilities
constitutionality of 4.57–4.66
emergency powers 4.20
enforcement action 4.18–4.19
evaluation of 4.21–4.22
overview of 4.12–4.13
supervisory powers 4.14–4.17
procedure rules revision 3.15
stronger role for 3.02–3.06, 4.05
supervisory role 5.55–5.56
third country equivalence rules 6.17–6.19, 6.24, 6.31, 6.42–6.43, 6.66, 6.69, 6.71–6.73, 6.78–6.87
European Supervisory Authorities (ESAs)
Brexit and reform of 5.54–5.64
direct supervision
asset management industry, of 3.26–3.27
CCPs, of 3.28
data reporting services providers, of 3.20–3.25
FinTech firms, of 3.30
PEPP providers, of 3.29
powers generally 3.16–3.19
progress and prospects 3.108
governance structure 3.07–3.15, 3.108
introduction to 3.01–3.06
European Union (EU)
institutional reform 1.23
European Union legislation
Member State measures exceeding requirements of 19.76–19.78
Euro PP Working Group Charter for Euro Private Placements 14.15–14.16
EU-SEC
constitutionality of 4.57–4.69, 4.71, 4.74–4.76
introduction to 4.01–4.11
need for 4.77
proposal for 4.46–4.56
evidence on CMU
Commission's call for 1.15–1.21
false statement of fact
IPOs 13.72
financial and sovereign crises of 2008 and 2010
clearing and settlement 24.05
European financial integration after 2.09–2.12
(p. 608) financial data reporting services providers
direct supervision by ESAs 3.20–3.25
financial ecosystems
building of 2.20–2.25
financial innovation
AI innovation model
cooperation between start-ups and corporations 9.57–9.61
corporate incubator and accelerator programmes 9.52–9.56
generally 9.45–9.51
Brexit's impact 8.06–8.07, 8.09, 8.50, 8.64, 8.68
cost-benefit analysis of 8.11–8.26
definition of 8.11–8.20
FinTech, see FinTech
introduction to 8.01–8.10
market integration, and 8.27–8.51
Silicon Valley as model 9.05–9.09, 9.44–9.50, 9.66
venture capital, see venture capital
financial integration, see European financial integration
financial market access, see access to financial markets
financial regulations and standards
financial return (FR) crowdfunding, see crowdfunding
financial supervision, see European Supervisory Authorities
fines
third-country CCPs, ongoing ESMA supervision of 3.101–3.103
FinTech
alternative finance, see alternative finance
CMU, and 8.52–8.67
Commission consultation on 3.06, 3.30, 3.108, 4.22
direct supervision by ESAs 3.30
financial regulation, and 8.56–8.67, 8.69
MIFID II product regime, and 8.63–8.67
policy development 2.12
potential and risks 8.21–8.26, 8.69
regulatory sandboxes
concept 8.56–8.59
shortcomings 8.61–8.63
FR (financial return) crowdfunding, see crowdfunding
freedom of capital
taxation and 26.11–26.19
globalization
central clearing services 7.12–7.14
governance
CCP corporate governance 24.21
ESA governance structure 3.07–3.15, 3.108
international financial governance 6.45–6.62
government investment in venture capital 9.16–9.24
hedge fund activism, see shareholder activism
IB (investment-based) crowdfunding, see crowdfunding
ICMA PEPP Joint Committee Pan-European Corporate Private Placement Market Guide 14.18–14.19
inducements
collective investments 16.63–16.70
investor protection 16.36
information asymmetries, see initial public offerings
information disclosure, see disclosure
information for investors, see investor protection
Information Services Directive (ISD)
investor protection provisions 16.33
infrastructure investment 17.05, 20.15, 20.50–20.57, 20.62
capital relief for insurers 20.50–20.57, 20.62
Infrastructure Regulation (EMIR), see European Market Infrastructure Regulation
infringements
third-country CCPs, ongoing ESMA supervision of 3.100–3.105
inheritances
taxation 26.70–26.72
initial public offerings (IPOs)
in the CMU 4.24–4.44
adverse selection
buyer search as solution 13.44–13.50
intermediation as solution 13.34–13.38
market-based solutions 13.27
markets generally, in 13.14–13.15
securities markets, in 13.16–13.18
signalling as solution 13.28–13.33
third-party certification as solution 13.39–13.43
affirmative-disclosure regimes
generally 13.51–13.52
impact on issuer disclosure behaviour 13.64–13.65
mandatory versus optional initial offering and ongoing-disclosure regimes 13.59–13.65
periodic-disclosure regime after time of offering 13.57–13.58
private costs of issuer disclosure exceed social costs 13.61–13.62
social benefits of issuer disclosure exceed private benefits 13.63
time of the offering, at 13.53–13.56
application to CMU 13.97–13.107
due diligence 13.76, 13.85–13.96
information asymmetries
adverse selection 13.14–13.18
no guidance from secondary-market prices 13.19
problem of 13.13
social-welfare challenge 13.20–13.26
introduction to 13.01–13.12
mandated liability terms
absolute liability with due-diligence defence 13.76
generally 13.66–13.96
issuer bankruptcy 13.79–13.81
issuer irrationality 13.82–13.83
issuer's choice of liability regime 13.71–13.76
omission or false or misleading statement of fact 13.72
rationale for imposing liability on operating corporate issuers 13.67–13.70
(p. 609) rationale for underwriter liability 13.77–13.83
scienter-based liability 13.73–13.75, 13.85–13.86
strict absolute liability 13.73–13.76
strict liability with or without due-diligence defence 13.85–13.96
underwriter's choice of liability regime 13.84–13.96
innovation, see financial innovation; FinTech
insolvency
restructuring frameworks, see restructuring frameworks
institutional investment
activism, see shareholder activism
development of capital markets 18.05
euro-area bias of investment
developments in level of 18.43–18.53
indicators of 18.34–18.42
level of 18.47
home bias of investment
developments in level of 18.43–18.53
home bias and institutional investment in relation 18.54–18.57
indicators of 18.34–18.42
reduction in 18.30
studies of 18.08–18.20
increase in investment 18.21–18.29
introduction to 18.01–18.07
policy recommendations 18.58–18.63
risk sharing 18.05–18.07
institutional reform of EU, CMU and 1.23
insurance company lending, see prudential requirements
integration of capital markets, see European financial integration
interoperability between CCPs 7.53–7.57, 24.22
investigation powers
third-country CCPs, ongoing ESMA supervision of 3.95–3.98
investment
institutional, see institutional investment
venture capital 9.16–9.24
investment advice
investor protection 16.35
scope of 19.60–19.62
investment-based (IB) crowdfunding, see crowdfunding
investment policy
EMIR regulation of CCPs 24.24
investment product information, see investor protection; Prospectus Directive; Prospectus Regulation
investment services
mutual recognition/equivalence regimes 6.52–6.56
investor actions, see damages actions
investor protection
‘building blocks' of 16.04–16.05, 16.76
introduction to 16.01–16.05
overarching trends 16.83–16.85
product information
‘building block', as 16.04, 16.76
costs burden 16.11
cross-sectoral (horizontal) approach 16.24–16.26
effectiveness of recent initiatives 16.20–16.23
information overload 16.09
information paradigm 16.06–16.07
information paradigm problems 16.08
Key Investor Document (KID) 16.18
Key Investor Information Document (KIID) 16.14
limits to investor rationality 16.10
national initiatives for complex products 16.16–16.17
PEPP KID 16.19
presentation of information, focus on 16.13
PRIIPs Regulation provisions 16.18
Prospectus Directive provisions 16.15
recent trends 16.12, 16.77
shift of responsibility and liability risk 16.12
simplified prospectus 16.14
summary prospectus 16.15
UCITS Directive provisions 16.14
product regulation
‘building block', as 16.04, 16.76
MiFID II provisions 8.43–8.51, 16.59
MiFID provisions 16.61, 16.65
MiFIR provisions 16.74–16.75
PRIIPs Regulation provisions 16.74–16.75
product banning 16.63–16.75
product design 16.54–16.62
product quality requirements 16.51–16.53
recent trends 16.50–16.75
UCITS Directive provisions 16.49, 16.52–16.53
service quality requirements (conduct of business rules)
background to 16.27–16.32
‘building block', as 16.04, 16.76
increased cooperation between services provider and product manufacturer 16.38
increased detail in 16.33–16.37
increased scope of application 16.39–16.47
inducements 16.36
information disclosure obligations 16.37
investment advice 16.35
ISD provisions 16.33
MiFID II provisions 16.33–16.45
MiFID provisions 16.33, 16.35–16.37, 16.39–16.45
PEPP Regulation 16.44
investor rationality
limits to 16.10
investor restrictions
securitization 21.41
(p. 610) issuer bankruptcy
issuer disclosure
issuer liability
Key Investor Document (KID) 16.18
Key Investor Information Document (KIID) 16.14
LB (loan-based) crowdfunding, see crowdfunding
legislative burden of CMU 1.10–1.13
liability
damages actions 15.44
investor product information 16.12
securitization 21.36–21.40
licensing
EMIR regulation of CCPs 24.16
liquidity
listing
centralization of CMU listing process under EULA 4.42–4.45
Listing Authority, see European Listing Authority
Listing Directive
EULA proposal, and 4.24–4.35
litigation, see damages actions
loan-based (LB) crowdfunding, see crowdfunding
Loan Market Association (LMA) documentation for private placements 14.17, 14.19
London capital market, see Brexit
market abuse prevention, SME GMs 12.24–12.26
market access, see access to financial markets
market failure causes
description of 22.45–22.55
securitization-specific 22.56–22.64, 22.66
market infrastructures
mutual recognition/equivalence regimes 6.57–6.60
marketing
cross-border, see collective investments
definition of 19.55–19.59
market integration, see European financial integration
Markets in Financial Instruments Directive (MiFID)
EULA proposal 4.28
investor protection provisions 16.33, 16.35–16.37, 16.39–16.45, 16.61, 16.65
Markets in Financial Instruments Directive (Revised) (MiFID II)
FinTech product regime 8.63–8.67
harmonization under 8.43–8.51
investor protection provisions 16.33–16.45, 16.59
third country equivalence challenge 6.30–6.37
third country equivalence rules 6.21–6.29
Markets in Financial Instruments Regulation (MiFIR)
harmonization under 8.43
investor protection provisions 16.74–16.75
third country equivalence challenge 6.30–6.37
third country equivalence rules 6.21–6.29
‘maximum’ harmonization, see European financial integration
membership criteria
EMIR regulation of CCPs 24.17
misleading statement of fact
IPOs 13.72
mutual recognition, see third country equivalence rules
NASDAQ (USA) 12.37
national tax sovereignty
freedom of capital, and 26.01–26.10
Netherlands personal pensions system, see personal pensions
new-business finance, see venture capital
non-compliance
third-country CCPs, ongoing ESMA supervision of 3.100–3.105
non-listed companies, see financial innovation
omission of fact
IPOs 13.72
outsourcing
T2S settlement function 24.67
over-the-counter (OTC) derivatives, see derivatives
Packaged Retail and Insurance-Based Investment Products (PRIIPs) Regulation
investor information provisions 16.18
investor protection provisions 16.74–16.75
pan-European personal pension products, see PEPPs
participant links between CCPs 7.51–7.52
payment services regulation approach to crowdfunding 10.28
pensions
PEPPs, see PEPPs
personal pensions, see personal pensions
taxation 26.55–26.58
PEPPs
direct supervision of providers 3.29
Key Investor Document (PEPP KID) 16.19
private placements, see private placements
Regulation, investor protection provisions 16.44
periodic financial reporting
periodic penalty payments
third-country CCPs, ongoing ESMA supervision of 3.101–3.103
personal pensions
European market for 17.01–17.09
European personal pension product (PPP)
characteristics 17.75–17.77
Commission's proposal 17.08, 17.70–17.74
Dutch PPR as model 17.09, 17.70–17.88
economic benefits 17.78–17.81
financial and longevity risks 17.80
(p. 611) measures for 17.87
portability 17.81
transparency 17.81
Netherlands
defined benefit (DB) schemes 17.20–17.23
defined capital schemes 17.24
defined contribution (DC) schemes 17.25–17.30
introduction of PPR system 17.04, 17.36–17.46
macroeconomic aspects of PPR 17.82–17.85
obstacles to PPR system 17.47–17.69
outline of pensions system 17.10
pensions funds 17.32–17.35
pensions providers 17.31
pillars of pension system 17.11
PPR as model for EU system 17.09, 17.70–17.88
state pension (AOW) 17.12
supplementary pension (employer related) 17.13, 17.15–17.18
system reform 17.36–17.37
types of schemes 17.19
voluntary personal pension (individual pension) 17.14
political uncertainties over CMU 1.22
portability of assets, see clearing and settlement
PPP (European personal pension product), see personal pensions
preventive restructuring frameworks, see restructuring frameworks
private placements
barriers to EU market integration 14.21
benefits and disadvantages for issuers 14.10–14.11
CMU Action Plan 14.25–14.30
CMU Status Report 14.31–14.32
Commission's Green Paper and consultation 14.22–14.24
credit rating agency developments 14.20
definition of 14.03–14.06
EU initiatives 14.14
Euro PP Working Group Charter for Euro Private Placements 14.15–14.16
ICMA PEPP Joint Committee Pan-European Corporate Private Placement Market Guide 14.18–14.19
introduction to 14.01–14.02
Loan Market Association (LMA) documentation 14.17, 14.19
market sizes in EU and USA 14.07–14.09
progress and prospects 14.44–14.49
Prospectus Directive (PD3) regime
private placement exemption 14.35–14.38
reform proposal 14.33–14.34
safe harbours 14.39–14.43
US regime (USPPs) 14.02, 14.07, 14.12–14.13
proportionality
crowdfunding regulation 10.62–10.64
Prospectus Directive
investor information provisions 16.15
reform (PD3 regime)
private placement exemption 14.35–14.38
reform proposal 14.33–14.34
safe harbours 14.39–14.43
repeal by Prospectus Regulation 11.01
shortcomings 11.05–11.10
Prospectus Regulation
Brexit and 11.03
and CMU (competent authority) 4.36–4.39
criticism of information disclosure approach 11.39–11.44
introduction to 11.01–11.04
modifications to old rules
exemptions to duty to publish prospectus 11.14–11.19, 11.46
frequent issuers, simplified disclosure regime 11.28–11.31, 11.46
increased relevance of prospectus for investors 11.32–11.36, 11.47
prospectus publication and access 11.37–11.38
secondary issuances, simplified disclosure regime 11.24–11.27, 11.46
SMEs, simplified disclosure regime 11.20–11.23, 11.46
purposes of new rules 11.02, 11.11–11.12, 11.45
regulation instead of directive 11.13
repeal of Prospectus Directive 11.01
prudential requirements
capital relief for SME financing 20.10–20.16, 20.59
equity investments by banks and insurers 20.17–20.28, 20.60
level playing field perspective 20.05–20.09
relief for banks purchasing STS securitization positions 20.29–20.49, 20.61
relief for insurers investing in infrastructure 20.50–20.57, 20.62
relief from 20.01–20.04, 20.58, 20.63
public offerings
damages actions 15.17–15.27
rationality, see investor rationality
registration
TRs 4.17
regulations and standards, equivalence of, see third country equivalence rules
regulatory arbitrage, see arbitrage
regulatory authority for CMU, see EU-SEC
regulatory burden of CMU 1.10–1.13
re-securitization
ban on 21.54
(p. 612) restructuring frameworks
arguments for 25.14–25.18
confirmation hearing
confirmation 25.71–25.74
cross-class cram down 25.75–25.83
need for 25.68
draft Directive 25.01–25.13
introduction to 25.01–25.04
preventive restructuring frameworks
appeal of court decision 25.84–25.85
class composition 25.57–25.60
commencement 25.23–25.33
court confirmation hearing 25.68–25.83
debtor in possession 25.30–25.33
introduction to 25.19–25.22
likelihood of insolvency 25.26–25.27
restructuring plan 25.45–25.56
right to initiate process 25.28–25.29
stay of individual enforcement actions 25.34–25.44
restructuring plan
affected parties 25.46–25.50
contents of 25.52–25.56
proposals for 25.45
scope of 25.51
stay of individual enforcement actions
application for 25.35
effects of 25.37–25.40
extension and lifting of 25.41–25.44
‘moratorium’ provision 25.34
scope of 25.36
summary overview 25.86–25.90
voting
notification 25.63
procedure 25.61, 25.65
requisite majority 25.66–25.67
right to vote 25.62
time limits 25.64
retrocessions 19.63–19.70
review of CCP recognition
third-country CCPs, ongoing ESMA supervision of 3.107
risk
CMU as risk absorbing mechanism 2.13–2.25
crowdfunding 10.15–10.21
European personal pension product (PPP) 17.80
securitization 21.45–21.50
sharing of 2.14–2.19
sanctions, see enforcement
Sarbanes-Oxley Act (USA) 11.22
Securities and Exchange Commission (SEC) (USA) 2.28, 2.41, 4.01, 4.49, 6.53, 10.29, 13.03, 22.13
securities regulation approach to crowdfunding 10.29–10.30, 10.39–10.40
securitization
Article 243 CRR
additional requirements to be eligible for favourable risk weighting 21.63–21.65
capital floors 21.72–21.75
capital requirements 21.66–21.71
ban on re-securitization 21.54
Brexit 21.23
change as market failure cause 22.60–22.64, 22.66
CMU and 22.08–2.11
complexity as market failure cause 22.57–22.59, 22.66
financial crisis, and 22.05–22.07
introduction to 21.01
legislative proposal and process 21.14–21.16
repositories 21.53
Securitization Regulation
ban on re-securitization 21.54
criteria for credit granting 21.55
disclosure obligations for originators, sponsors, and SSPEs 21.51–21.52
due diligence requirements for institutional investors 21.42–21.44
generally 21.17
liability risk 21.36–21.40
provisions applicable to all securitizations 21.41–21.50
restrictions on investors 21.41
risk retention rules 21.45–21.50
sanctions regime 21.56–21.62
securitization repositories 21.53
STS notification requirements 21.32–21.35
STS requirements 21.18–21.31
special purpose entities (SSPEs) 21.51–21.52
securitized debt
alternative approach to regulation 22.43–22.44
Brexit 22.67
critique of US and EU regulation
capital requirements 22.39–22.41
disclosure 22.31–22.32
generally 22.30, 22.65
rating agency reform 22.37–22.38
risk retention 22.33–22.36
EU regulation
capital requirements 22.28
disclosure 22.21–22.25
due diligence 22.29
generally 22.18–22.20
rating agency reform 22.27
risk retention 22.26
introduction to 22.01–22.11
market failure causes
description of 22.45–22.55
securitization-specific 22.56–22.64, 22.66
US regulation
capital requirements 22.16–22.17
disclosure 22.13
generally 22.12
rating agency reform 22.15
risk retention 22.14
segregation of assets, see clearing and settlement
service quality requirements (conduct of business rules), see investor protection
settlement, see clearing and settlement
(p. 613) shareholder activism
Brexit 23.48
entrepreneurial shareholder activism 23.08–23.22
hedge fund activism
curbs on 23.38–23.42
decision-making 23.29–23.34
short-termism 23.23–23.28
introduction to 23.01–23.07
Shareholder Rights Directive
capital market regulation, as 23.49–23.53
critique of 23.35–23.48
curbs on hedge fund activism 23.38–23.42
institutional investor engagement 23.43–23.48
summary overview 23.54
short-termism
hedge fund activism 23.23–23.28
Silicon Valley
innovation 'ecosystem', as 9.05–9.09, 9.44–9.50, 9.66
Simple, Transparent and Standardized (STS) securitizations
relief for bank purchases 20.29–20.49, 20.61
Securitization Regulation provisions, see securitization
simplified prospectus 16.14
small and medium enterprises (SMEs)
capital relief 20.10–20.16, 20.59
definition of 12.09
financial innovation, see financial innovation; FinTech
Growth Markets (SME GMs)
admission to trading 12.14–12.20
alternative approach to regulation 12.03, 12.36–12.52
asymmetry between problems and solutions 12.28–12.29
competent authority for registration and deregistration 12.11–12.12
compliance costs reduction 12.13–12.26
criticisms of MiFID II regulation 12.03, 12.27–12.35, 12.53
disclosure to investors at initial admission to trading 12.16–12.20
incompleteness of MiFID II approach 12.34–12.35
introduction to 12.01–12.04
investor protection 12.13–12.26, 12.47–12.52
liquidity 12.43–12.46
liquidity problem 12.32–12.33
market abuse prevention 12.24–12.26
MTF category, as 12.05–12.12
pan-European trading venue proposal 12.38–12.41
periodic financial reporting 12.21–12.23
quantitative requirements for eligibility 12.07–12.10
regime for 12.05–12.26
shortcomings of disclosure approach 12.30–12.31
single regime for centralised and local trading venues 12.42–12.52
multilateral trading facilities (MTFs) 12.02
private placements, see private placements
Prospectus Regulation special regime 11.20–11.23
start-up finance, see venture capital
stay of enforcement actions, see restructuring frameworks
summary prospectus 16.15
supervisory arbitrage, see arbitrage
sustainable financial ecosystem
building of 2.20–2.25
Target2Securities system (T2S)
benefits of 24.73
cash leg of transactions 24.68–24.71
outsourcing of settlement function 24.67
securities leg of transactions 24.68–24.71
voluntary participation 24.72
taxation
contributions to charities 26.59–26.69
cross-border investments 26.36–26.41
derogations 26.20–26.35
freedom of capital 26.11–26.19
inheritances 26.70–26.72
national tax sovereignty 26.01–26.10
pensions funds 26.55–26.58
withholding taxes on dividends 26.42–26.54, 26.73–26.75
technology, see FinTech
third-country CCPs, see Central Counterparties
third country equivalence rules
bespoke EU/UK arrangement 6.67–6.74
Commission's approach to new regime 6.85–6.86
conceptions of equivalence 6.63–6.66
derivatives clearing, see derivatives
EMIR equivalence challenge 6.42–6.44
EMIR rules 6.38–6.41
equivalence assessments 6.49
equivalence/mutual recognition model of market access 6.49–6.51
European Parliament's approach to new regime 6.87
international financial governance, and 6.61–6.62
investment services 6.52–6.56
market infrastructures 6.57–6.60
Member States’ preferences 6.88
MiFID II/MiFIR equivalence challenge 6.30–6.37
MiFID II/MiFIR rules 6.21–6.29
new horizontal EU regime 6.75–6.84
Trade Repositories (TRs)
enforcement 4.18
registration 4.17
tragedy of the commons
market failure cause, as 22.53–22.55
Undertakings for Collective Investment in Transferable Securities (UCITS) Directive
disclosure rules 19.26–19.31
investor information provisions 16.14
investor protection provisions 16.49, 16.52–16.53
(p. 614) underwriter liability
United Kingdom (UK)
Alternative Investment Market (AIM) 12.49
Brexit, see Brexit
CMU and 4.04
crowdfunding 10.40–10.47, 10.49, 10.56
institutional investment 18.24, 18.46
United States (USA)
Bankruptcy Code 25.19
capital raising by corporations 11.02
clearing and settlement 24.06
CMU and 2.01
crowdfunding 10.18, 10.23, 10.29, 10.59
damages actions by investors 15.24
derivatives clearing 5.37
EU equivalence regime, and 5.20
Federal Reserve System 4.46–4.47
financial integration
advanced level of 1.09, 2.20, 2.26
European financial integration compared 2.20–2.25, 2.34–2.42, 2.45
process of 2.27–2.33
risk absorption 2.21
institutional investment 18.24, 18.46, 18.54
NASDAQ 12.37
private placements (USPPs) 14.02, 14.07, 14.12–14.13
risk sharing 2.21
Sarbanes-Oxley Act 11.22
Securities and Exchange Commission (SEC) 2.28, 2.41, 4.01, 4.49, 6.53, 10.29, 13.03, 22.13
securitized debt, see securitized debt
Silicon Valley as innovation 'ecosystem' 9.05–9.09, 9.44–9.50, 9.66
SME short-form prospectus regime 11.22–11.23, 11.27
Trump administration 1.02, 1.21
venture capital 9.29–9.30
venture capital (VC)
AI innovation model as alternative strategy
cooperation between start-ups and corporations 9.57–9.61
corporate incubator and accelerator programmes 9.52–9.56
generally 9.45–9.51
innovation 'ecosystems'
benefits of strong 9.62–9.66
creation of 9.05–9.12
introduction to 9.01–9.04
support for
accessibility enhancement 9.25–9.38
effectiveness 9.39–9.44
generally 9.13–9.15
government investment 9.16–9.24
voluntary participation
T2S 24.72
withholding taxes