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6.6.3.  Stock exchanges and financial services in the EU

    European law on stock exchanges and other securities markets is directed towards widening the range of investments at European level while protecting investors. The conditions for the admission of securities to official stock exchange listing are coordinated and the single market in securities is a reality [Directive 2001/34]. Investment services in the securities field can be freely conducted, although monitored throughout the EU financial area by the Directive on markets in financial instruments [Directive 2004/39]. This directive establishes a comprehensive regulatory framework governing the organised execution of investor transactions by exchanges, other trading systems and investment firms and makes sure investors enjoy a high level of protection when employing investment firms, wherever they are located in the EU. An investment firm in any Member State can carry out its activities anywhere in the European Union on the basis of a single authorisation (called a "European passport) issued by the Member State of origin. The conditions governing authorisation and business activity have been harmonised for this purpose. Prudential supervision, based on uniform rules, is carried out by the authorities of the home Member State, but in cooperation with the authorities of the host Member State. Investment firms have right of access to all the regulated markets in the EU. Common standards pertain to the prudential supervision of financial conglomerates (credit institutions, insurance undertakings and investment firms) in order to create a level playing field and legal certainty for the financial establishments concerned.

    The equity capital of investment firms and credit institutions must be adequate to safeguard market stability, guarantee an identical level of protection against bankruptcy to investors throughout the European Union and to ensure fair competition between banks, which are subject to specific prudential provisions, and investment societies on the securities market. In order to fulfil these objectives, a Directive lays down minimum initial capital requirements and sets the equity capital, which must permanently be held in order to cover position, settlement, exchange and interest rate risks [Directive 2006/49]. All Member States must provide for minimum compensation for investors in the event of the failure of an investment firm, authorised to provide services throughout the Union [Directive 97/9]. In cases of insolvency, the collateral security provided in connection with participation in payment and securities settlement systems must be realised first and foremost in order to satisfy the rights of these systems vis-à-vis the insolvent party [Directive 98/26]. The directive setting up common rules for collateral pledged to payment and securities settlement systems aims to limit credit risk and improve the functioning and stability of the European financial markets [Directive 2002/47, last amended by Directive 2014/59]. In order to ensure a high level of investor protection, a directive lays down the rules for the authorisation, ongoing operation and transparency of the managers of alternative investment funds (AIFMs) in the Union [Directive 2011/61, last amended by Directive 2013/14].

    In order to combat fraudulent use of privileged stock exchange information, ensure the integrity of European financial markets and enhance investor confidence in those markets a directive prohibits insider dealing and market manipulation (market abuse) [Directive 2003/6]. Member States must prohibit any person who possesses inside information (as defined in the directive) from using that information by acquiring or disposing of for his own account or for the account of a third party, either directly or indirectly, financial instruments to which that information relates. "Market manipulation" means notably transactions or dissemination of information, which give false or misleading signals as to the supply of, demand for or price of financial instruments or which employ fictitious devices or any other form of deception or contrivance.

    Credit rating agencies play an important role in global securities and banking markets, as their credit ratings are used by investors, borrowers, issuers and governments as part of making informed investment and financing decisions. Currently, most credit rating agencies have their headquarters outside the European Union and are subject to European law only in limited areas. These agencies are considered to have failed, first, to reflect early enough in their credit ratings the worsening market conditions in 2008, and second, to adjust their credit ratings in time following the deepening market crisis. As a response to the world financial crisis, a 2009 Regulation introduced a common regulatory approach in order to enhance the integrity, transparency, responsibility, good governance and reliability of credit rating activities, contributing to the quality of credit ratings issued in the European Union, thereby contributing to the smooth functioning of the internal market while achieving a high level of consumer and investor protection [Regulation 1060/2009, last amended by Directive 2014/51].

    The coordination of the conditions for the admission of securities to official listing on stock exchanges situated or operating in the Member States is aimed at providing uniform guarantees to investors in the various Member States [Directive 2001/34]. It facilitates both the admission to official stock exchange listing, in each such State, of securities from other Member States and the listing of any given security on a number of stock exchanges in the EU. It may accordingly make for greater interpenetration of national securities markets by removing those obstacles that may prudently be removed and therefore contribute to the prospect of establishing a European capital market. The "single passport" for issuers harmonises the 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 [Directive 2003/71, last amended by Directive 2014/51]. It aims to ensure that adequate and equivalent disclosure standards are in place in all Member States, so as to afford investors throughout the European Union a uniform degree of protection. Minimum guidelines and common principles are established for the conduct of takeover bids (OPA) for the securities of companies governed by the laws of Member States, where all or some of those securities are admitted to trading on a regulated market [Directive 2004/25, last amended by Directive 2014/59]. A Directive establishes requirements in relation to the disclosure of periodic and ongoing information about issuers whose securities are already admitted to trading on a regulated market situated or operating within a Member State [Directive 2004/109, last amended by Directive 2013/50].

    A central factor for the proper functioning of the internal market in transferable securities is the Directive relating to undertakings for collective investment in transferable securities (UCITS) [Directive 2009/65, last amended by Directive 2013/14]. It coordinates the rules governing such undertakings in the Member States with a view, on the one hand, to approximating the investment policies and the conditions of competition between these UCITS at European level and, on the other hand, to achieving effective and more uniform protection of shareholders in such undertakings. This coordination allows a "European passport" regime, whereby financial undertakings authorised to offer services in one Member State may offer their services throughout the internal market without additional authorisation.

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