LegalizeRegulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC Text with EEA relevance
By 5 December 2028, the Commission shall submit a report to the European Parliament and to the Council on the application of this Regulation, together with a legislative proposal to amend it if appropriate. That report shall assess, inter alia:
(a) the appropriateness of introducing common rules on the need for all Member States to provide for administrative sanctions for insider dealing and market manipulation;
(b) whether the definition of inside information is sufficient to cover all information relevant for competent authorities to effectively combat market abuse;
(c) whether the provision on non-disclosure of inside information relating to intermediate steps in a protracted process in Article 17(1) strikes an adequate balance between reducing the burden for issuers and allowing investors to take informed investment decisions; and
(d) the proportionality of the absolute amounts, as expressed in Article 30(2), points (j)(iii) and (iv), and their appropriateness in relation to micro, small and medium-sized enterprises.
For the purposes of point (a) of the first subparagraph, ESMA shall undertake a mapping exercise of the application of administrative sanctions and, where Member States have decided, pursuant to the second subparagraph of Article 30(1), to lay down criminal sanctions as referred to therein for infringements of this Regulation, of the application of such criminal sanctions within Member States. That exercise shall also include any data made available under Article 33(1) and (2).
By 5 December 2031, the Commission shall submit a report to the European Parliament and to the Council on the functioning of the cross-market order data surveillance mechanism, its impact on the ability of national competent authorities to ensure effective supervision, how to enforce such mechanism, and the merits of the potential inclusion of systematic internalisers in the scope of the mechanism.
By 5 December 2028, the Commission shall, after consulting ESMA, submit a report to the European Parliament and to the Council on the level of the thresholds set out in Article 19(1a), points (a) and (b), in relation to managers’ transactions where the issuer’s shares or debt instruments form part of a collective investment undertaking or provide exposure to a portfolio of assets, with a view to assessing whether that level is appropriate or should be adjusted.
The Commission shall be empowered to adopt delegated acts in accordance with Article 35 adjusting the thresholds in Article 19(1a)(a) and (b), if it determines in that report that those thresholds should be adjusted.
Article 39
Entry into force and application
It shall apply from 3 July 2016 except for:
(a) Article 4(2) and (3), which shall apply from 3 January 2018; and
(b) Article 4(4) and (5), Article 5(6), Article 6(5) and (6), Article 7(5), Article 11(9), (10) and (11), Article 12(5), Article 13(7) and (11), Article 16(5), the third subparagraph of Article 17(2), Article 17(3), (10) and (11), Article 18(9), Article 19(13), (14) and (15), Article 20(3), Article 24(3), Article 25(9), the second, third and fourth subparagraphs of Article 26(2), Article 32(5) and Article 33(5), which shall apply from 2 July 2014.
Where reference in the provisions of this Regulation is made to OTFs, SME growth markets, emission allowances or auctioned products based thereon, those provisions shall not apply to OTFs, SME growth markets, emission allowances or auctioned products based thereon until 3 January 2018.
This Regulation shall be binding in its entirety and directly applicable in all Member States.
ANNEX I
A. Indicators of manipulative behaviour relating to false or misleading signals and to price securing
For the purposes of applying point (a) of Article 12(1) of this Regulation, and without prejudice to the forms of behaviour set out in paragraph 2 of that Article, the following non-exhaustive indicators, which shall not necessarily be deemed, in themselves, to constitute market manipulation, shall be taken into account when transactions or orders to trade are examined by market participants and competent authorities:
(a) the extent to which orders to trade given or transactions undertaken represent a significant proportion of the daily volume of transactions in the relevant financial instrument, related spot commodity contract, or auctioned product based on emission allowances, in particular when those activities lead to a significant change in their prices;
(b) the extent to which orders to trade given or transactions undertaken by persons with a significant buying or selling position in a financial instrument, a related spot commodity contract, or an auctioned product based on emission allowances, lead to significant changes in the price of that financial instrument, related spot commodity contract, or auctioned product based on emission allowances;
(c) whether transactions undertaken lead to no change in beneficial ownership of a financial instrument, a related spot commodity contract, or an auctioned product based on emission allowances;
(d) the extent to which orders to trade given or transactions undertaken or orders cancelled include position reversals in a short period and represent a significant proportion of the daily volume of transactions in the relevant financial instrument, a related spot commodity contract, or an auctioned product based on emission allowances, and might be associated with significant changes in the price of a financial instrument, a related spot commodity contract, or an auctioned product based on emission allowances;
(e) the extent to which orders to trade given or transactions undertaken are concentrated within a short time span in the trading session and lead to a price change which is subsequently reversed;
(f) the extent to which orders to trade given change the representation of the best bid or offer prices in a financial instrument, a related spot commodity contract, or an auctioned product based on emission allowances, or more generally the representation of the order book available to market participants, and are removed before they are executed; and
(g) the extent to which orders to trade are given or transactions are undertaken at or around a specific time when reference prices, settlement prices and valuations are calculated and lead to price changes which have an effect on such prices and valuations.
B. Indicators of manipulative behaviour relating to the employment of a fictitious device or any other form of deception or contrivance
For the purposes of applying point (b) of Article 12(1) of this Regulation, and without prejudice to the forms of behaviour set out in paragraph 2 of that Article thereof, the following non-exhaustive indicators, which shall not necessarily be deemed, in themselves, to constitute market manipulation, shall be taken into account where transactions or orders to trade are examined by market participants and competent authorities:
(a) whether orders to trade given or transactions undertaken by persons are preceded or followed by dissemination of false or misleading information by the same persons or by persons linked to them; and
(b) whether orders to trade are given or transactions are undertaken by persons before or after the same persons or persons linked to them produce or disseminate investment recommendations which are erroneous, biased, or demonstrably influenced by material interest.
ANNEX II
| This Regulation | Directive 2003/6/EC |
|---|---|
| Article 1 | |
| Article 2 | |
| Article 2(1)(a) | Article 9, first paragraph |
| Article 2(1)(b) | |
| Article 2(1)(c) | |
| Article 2(1)(d) | Article 9, second paragraph |
| Article 2(3) | Article 9, first paragraph |
| Article 2(4) | Article 10 (a) |
| Point (1) of Article 3(1) | Article 1(3) |
| Point (2) of Article 3(1) | |
| Point (3) of Article 3(1) | |
| Point (4) of Article 3(1) | |
| Point (5) of Article 3(1) | |
| Point (6) of Article 3(1) | Article 1(4) |
| Point (7) of Article 3(1) | |
| Point (8) of Article 3(1) | |
| Point (9) of Article 3(1) | Article 1(5) |
| Point (10) of Article 3(1) | |
| Point (11) of Article 3(1) | |
| Point (12) of Article 3(1) | Article 1(7) |
| Point (13) of Article 3(1) | Article 1(6) |
| Points (14) to (35) of Article 3(1) | |
| Article 4 | |
| Article 5 | Article 8 |
| Article 6(1) | Article 7 |
| Article 6(2) | |
| Article 6(3) | |
| Article 6(4) | |
| Article 6(5) | |
| Article 6(6) | |
| Article 6(7) | |
| Article 7(1)(a) | Article 1(1), first paragraph |
| Article 7(1)(b) | Article 1(1), second paragraph |
| Article 7(1)(c) | |
| Article 7(1)(d) | Article 1(1), third paragraph |
| Article 7(2) | |
| Article 7(3) | |
| Article 7(4) | |
| Article 7(5) | |
| Article 8(1) | Article 2(1), first subparagraph |
| Article 8(2) | |
| Article 8(2)(a) | Article 3(b) |
| Article 8(2)(b) | |
| Article 8(3) | |
| Article 8(4)(a) | Article 2(1)(a) |
| Article 8(4)(b) | Article 2(1)(b) |
| Article 8(4)(c) | Article 2(1)(c) |
| Article 8(4)(d) | Article 2(1)(d) |
| Article 8(4), second subparagraph | Article 4 |
| Article 8(5) | Article 2(2) |
| Article 9(1) | |
| Article 9(2) | |
| Article 9(3)(a) | Article 2(3) |
| Article 9(3)(b) | Article 2(3) |
| Article 9(4) | |
| Article 9(5) | |
| Article 9(6) | |
| Article 10(1) | Article 3(a) |
| Article 10(2) | |
| Article 11 | |
| Article 12(1) | |
| Article 12(1)(a) | Article 1(2)(a) |
| Article 12(1)(b) | Article 1(2)(b) |
| Article 12(1)(c) | Article 1(2)(c) |
| Article 12(1)(d) | |
| Article 12(2)(a) | Article 1(2), first indent of second paragraph |
| Article 12(2)(b) | Article 1(2), second indent of second paragraph |
| Article 12(2)(c) | |
| Article 12(2)(d) | Article 1(2), third indent of second paragraph |
| Article 12(2)(e) | |
| Article 12(3) | |
| Article 12(4) | |
| Article 12(5) | Article 1(2), third paragraph |
| Article 13(1) | Article 1(2)(a), second paragraph |
| Article 13(1) | |
| Article 13(2) | |
| Article 13(3) | |
| Article 13(4) | |
| Article 13(5) | |
| Article 13(6) | |
| Article 13(7) | |
| Article 13(8) | |
| Article 13(9) | |
| Article 13(10) | |
| Article 13(11) | |
| Article 14(a) | Article 2(1), first paragraph |
| Article 14(b) | Article 3(b) |
| Article 14(c) | Article 3(a) |
| Article 15 | Article 5 |
| Article 16(1) | Article 6(6) |
| Article 16(2) | Article 6(9) |
| Article 16(3) | |
| Article 16(4) | |
| Article 16(5) | Article 6(10), seventh indent |
| Article 17(1) | Article 6(1) |
| Article 17(1), third subparagraph | Article 9, third paragraph |
| Article 17(2) | |
| Article 17(3) | |
| Article 17(4) | Article 6(2) |
| Article 17(5) | |
| Article 17(6) | |
| Article 17(7) | |
| Article 17(8) | Article 6(3), first and second subparagraph |
| Article 17(9) | |
| Article 17(10) | Article 6(10), first and second indent |
| Article 17(11) | |
| Article 18(1) | Article 6(3), third subparagraph |
| Article 18(2) | |
| Article 18(3) | |
| Article 18(4) | |
| Article 18(5) | |
| Article 18(6) | |
| Article 18(7) | Article 9, third paragraph |
| Article 18(8) | |
| Article 18(9) | Article 6(10), fourth indent |
| Article 19(1) | Article 6(4) |
| Article 19(1)(a) | Article 6(4) |
| Article 19(1)(b) | |
| Article 19(2) | |
| Article 19(3) | |
| Article 19(4)(a) | |
| Article 19(4)(b) | |
| Article 19(5) to (13) | |
| Article 19(14) | Article 6(10), fifth indent |
| Article 19(15) | Article 6(10), fifth indent |
| Article 20(1) | Article 6(5) |
| Article 20(2) | Article 6(8) |
| Article 20(3) | Article 6(10), sixth indent and Article 6(11) |
| Article 21 | Article 1(2)(c), second sentence |
| Article 22 | Article 11, first paragraph and Article 10 |
| Article 23(1) | Article 12(1) |
| Article 23(1)(a) | Article 12(1)(a) |
| Article 23(1)(b) | Article 12(1)(b) |
| Article 23(1)(c) | Article 12(1)(c) |
| Article 23(1)(d) | Article 12(1)(d) |
| Article 23(2)(a) | Article 12(2)(a) |
| Article 23(2)(b) | Article 12(2)(b) |
| Article 23(2)(c) | |
| Article 23(2)(d) | Article 12(2)(c) |
| Article 23(2)(e) | |
| Article 23(2)(f) | |
| Article 23(2)(g) | Article 12(2)(d) |
| Article 23(2)(h) | Article 12(2)(d) |
| Article 23(2)(i) | Article 12(2)(g) |
| Article 23(2)(j) | Article 12(2)(f) |
| Article 23(2)(k) | Article 12(2)(e) |
| Article 23(2)(l) | Article 12(2)(h) |
| Article 23(2)(m) | Article 6(7) |
| Article 23(3) | |
| Article 23(4) | |
| Article 24(1) | Article 15a(1) |
| Article 24(2) | Article 15a(2) |
| Article 24(3) | |
| Article 25(1) first subparagraph | Article 16(1) |
| Article 25(2) | Article 16(2) and Article 16(4), fourth subparagraph |
| Article 25(2)(a) | Article 16(2), first indent of second subparagraph and Article 16(4) fourth subparagraph |
| Article 25(2)(b) | |
| Article 25(2)(c) | Article 16(2), second indent of second subparagraph and Article 16(4), fourth subparagraph |
| Article 25(2)(d) | Article 16(2) third indent of second subparagraph and Article 16(4) fourth subparagraph |
| Article 25(3) | |
| Article 25(4) | Article 16(2), first sentence |
| Article 25(5) | Article 16(3) |
| Article 25(6) | Article 16(4) |
| Article 25(7) | Article 16(2), fourth subparagraph and Article 16(4), fourth subparagraph |
| Article 25(8) | |
| Article 25(9) | Article 16(5) |
| Article 26 | |
| Article 27(1) | |
| Article 27(2) | |
| Article 27(3) | Article 13 |
| Article 28 | |
| Article 29 | |
| Article 30(1) first subparagraph | Article 14(1) |
| Article 30(1)(a) | |
| Article 30(1)(b) | Article 14(3) |
| Article 30(2) | |
| Article 30(3) | |
| Article 31 | |
| Article 32 | |
| Article 33(1) | Article 14(5), first subparagraph |
| Article 33(2) | |
| Article 33(3) | Article 14(5), second subparagraph |
| Article 33(4) | Article 14(5), third subparagraph |
| Article 33(5) | |
| Article 34(1) | Article 14(4) |
| Article 34(2) | |
| Article 34(3) | |
| Article 35 | |
| Article 36(1) | Article 17(1) |
| Article 36(2) | |
| Article 37 | Article 20 |
| Article 38 | |
| Article 39 | Article 21 |
| Annex |
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