What changed, Directive 2004/39/EC

+ 27) ‘Qualifying holding’ means any direct or indirect holding in an investment firm which represents 10 % or more of the capital or of the voting rights, as set out in Articles 9 and 10 of Directive 2004/109/EC (19), taking into account the conditions regarding aggregation thereof laid down in Artic…
− 27) ‘Qualifying holding’ means any direct or indirect holding in an investment firm which represents 10% or more of the capital or of the voting rights, as set out in Article 92 of Directive 2001/34/EC, or which makes it possible to exercise a significant influence over the management of the investm…
+ 28) ‘Parent undertaking’ means a parent undertaking as defined in Articles 1 and 2 of Seventh Council Directive 83/349/EEC of 13 June 1983 on consolidated accounts (20);
− 28) ‘Parent undertaking’ means a parent undertaking as defined in Articles 1 and 2 of Seventh Council Directive 83/349/EEC of 13 June 1983 on consolidated accounts (19);
+ 
+ 3. Member States shall require any natural or legal person or such persons acting in concert (hereinafter referred to as the proposed acquirer), who have taken a decision either to acquire, directly or indirectly, a qualifying holding in an investment firm or to further increase, directly or indirec…
+ 
+ 3. Member States shall require any natural or legal person who has taken a decision to dispose, directly or indirectly, of a qualifying holding in an investment firm first to notify in writing the competent authorities, indicating the size of the intended holding. Such a person shall likewise notify…
+ 
+ 3. Member States need not apply the 30 % threshold where, in accordance with Article 9(3)(a) of Directive 2004/109/EC, they apply a threshold of one-third.
+ 
+ 3. In determining whether the criteria for a qualifying holding referred to in this Article are fulfilled, Member States shall not take into account voting rights or shares which investment firms or credit institutions may hold as a result of providing the underwriting of financial instruments and/o…
+ 
+ 4. The relevant competent authorities shall work in full consultation with each other when carrying out the assessment provided for in Article 10b(1) (hereinafter referred to as the assessment) if the proposed acquirer is one of the following:
+ 
+ (a) a credit institution, assurance undertaking, insurance undertaking, reinsurance undertaking, investment firm or UCITS management company authorised in another Member State or in a sector other than that in which the acquisition is proposed;
+ (b) the parent undertaking of a credit institution, assurance undertaking, insurance undertaking, reinsurance undertaking, investment firm or UCITS management company authorised in another Member State or in a sector other than that in which the acquisition is proposed; or
− 3. Member States shall require any natural or legal person that proposes to acquire or sell, directly or indirectly, a qualifying holding in an investment firm, first to notify, in accordance with the second subparagraph, the competent authority of the size of the resulting holding. Such persons sha…
+ (c) a natural or legal person controlling a credit institution, assurance undertaking, insurance undertaking, reinsurance undertaking, investment firm or UCITS management company authorised in another Member State or in a sector other than that in which the acquisition is proposed.
− Without prejudice to paragraph 4, the competent authority shall have up to three months from the date of the notification of a proposed acquisition provided for in the first subparagraph to oppose such a plan if, in view of the need to ensure sound and prudent management of the investment firm, it i…
+ 4. The competent authorities shall, without undue delay, provide each other with any information which is essential or relevant for the assessment. In this regard, the competent authorities shall communicate to each other upon request all relevant information and shall communicate on their own initi…
− 4. If the acquirer of any holding referred to in paragraph 3 is an investment firm, a credit institution, an insurance undertaking or a UCITS management company authorised in another Member State, or the parent undertaking of an investment firm, credit institution, insurance undertaking or a UCITS m…
+ 
+ ### Article 10a
+ 
+ Assessment period
+ 
+ 1. The competent authorities shall, promptly and in any event within two working days following receipt of the notification required under the first subparagraph of Article 10(3), as well as following the possible subsequent receipt of the information referred to in paragraph 2 of this Article, ackn…
+ 
+ 1. The competent authorities shall have a maximum of sixty working days as from the date of the written acknowledgement of receipt of the notification and all documents required by the Member State to be attached to the notification on the basis of the list referred to in Article 10b(4) (hereinafter…
+ 
+ 1. The competent authorities shall inform the proposed acquirer of the date of the expiry of the assessment period at the time of acknowledging receipt.
+ 
+ 2. The competent authorities may, during the assessment period, if necessary, and no later than on the 50th working day of the assessment period, request any further information that is necessary to complete the assessment. Such request shall be made in writing and shall specify the additional infor…
+ 
+ 2. For the period between the date of request for information by the competent authorities and the receipt of a response thereto by the proposed acquirer, the assessment period shall be interrupted. The interruption shall not exceed 20 working days. Any further requests by the competent authorities …
+ 
+ 3. The competent authorities may extend the interruption referred to in the second subparagraph of paragraph 2 up to 30 working days if the proposed acquirer is:
+ 
+ (a) situated or regulated outside the Community; or
+ 
+ (b) a natural or legal person not subject to supervision under this Directive or Directives 85/611/EEC, 92/49/EEC (21), 2002/83/EC, 2005/68/EC (22) or 2006/48/EC (23).
+ 
+ 4. If the competent authorities, upon completion of the assessment, decide to oppose the proposed acquisition, they shall, within two working days, and not exceeding the assessment period, inform the proposed acquirer in writing and provide the reasons for that decision. Subject to national law, an …
+ 
+ 5. If the competent authorities do not oppose the proposed acquisition within the assessment period in writing, it shall be deemed to be approved.
+ 
+ 6. The competent authorities may fix a maximum period for concluding the proposed acquisition and extend it where appropriate.
+ 
+ 7. Member States may not impose requirements for the notification to and approval by the competent authorities of direct or indirect acquisitions of voting rights or capital that are more stringent than those set out in this Directive.
+ 
+ ### Article 10b
+ 
+ Assessment
+ 
+ 1. In assessing the notification provided for in Article 10(3) and the information referred to in Article 10a(2), the competent authorities shall, in order to ensure the sound and prudent management of the investment firm in which an acquisition is proposed, and having regard to the likely influence…
+ 
+ (a) the reputation of the proposed acquirer;
+ 
+ (b) the reputation and experience of any person who will direct the business of the investment firm as a result of the proposed acquisition;
+ 
+ (c) the financial soundness of the proposed acquirer, in particular in relation to the type of business pursued and envisaged in the investment firm in which the acquisition is proposed;
+ 
+ (d) whether the investment firm will be able to comply and continue to comply with the prudential requirements based on this Directive and, where applicable, other Directives, notably, Directives 2002/87/EC (24) and 2006/49/EC (25), in particular, whether the group of which it will become a part has…
+ 
+ (e) whether there are reasonable grounds to suspect that, in connection with the proposed acquisition, money laundering or terrorist financing within the meaning of Article 1 of Directive 2005/60/EC (26) is being or has been committed or attempted, or that the proposed acquisition could increase the…
+ 
+ 1. In order to take account of future developments and to ensure the uniform application of this Directive, the Commission, acting in accordance with the procedure referred to in Article 64(2), may adopt implementing measures which adjust the criteria set out in the first subparagraph of this paragr…
+ 2. The competent authorities may oppose the proposed acquisition only if there are reasonable grounds for doing so on the basis of the criteria set out in paragraph 1 or if the information provided by the proposed acquirer is incomplete.
+ 
+ 3. Member States shall neither impose any prior conditions in respect of the level of holding that must be acquired nor allow their competent authorities to examine the proposed acquisition in terms of the economic needs of the market.
+ 
+ 4. Member States shall make publicly available a list specifying the information that is necessary to carry out the assessment and that must be provided to the competent authorities at the time of notification referred to in Article 10(3). The information required shall be proportionate and adapted …
+ 
+ 5. Notwithstanding Article 10a(1), (2) and (3), where two or more proposals to acquire or increase qualifying holdings in the same investment firm have been notified to the competent authority, the latter shall treat the proposed acquirers in a non-discriminatory manner.
+ 
+ The competent authority shall verify that any entity seeking authorisation as an investment firm meets its obligations under Directive 97/9/EC of the European Parliament and of the Council of 3 March 1997 on investor-compensation schemes (27) at the time of authorisation.
− The competent authority shall verify that any entity seeking authorisation as an investment firm meets its obligations under Directive 97/9/EC of the European Parliament and of the Council of 3 March 1997 on investor-compensation schemes (20) at the time of authorisation.
+ 1. Without prejudice to the allocation of responsibilities for enforcing the provisions of Directive 2003/6/EC of the European Parliament and of the Council of 28 January 2003 on insider dealing and market manipulation (market abuse) (28), Member States shall ensure that appropriate measures are in …
− 1. Without prejudice to the allocation of responsibilities for enforcing the provisions of Directive 2003/6/EC of the European Parliament and of the Council of 28 January 2003 on insider dealing and market manipulation (market abuse) (21), Member States shall ensure that appropriate measures are in …
+ 2. Member States shall require investment firms to keep at the disposal of the competent authority, for at least five years, the relevant data relating to all transactions in financial instruments which they have carried out, whether on own account or on behalf of a client. In the case of transactio…
− 2. Member States shall require investment firms to keep at the disposal of the competent authority, for at least five years, the relevant data relating to all transactions in financial instruments which they have carried out, whether on own account or on behalf of a client. In the case of transactio…
+ 5. A transferable security that has been admitted to trading on a regulated market can subsequently be admitted to trading on other regulated markets, even without the consent of the issuer and in compliance with the relevant provisions of Directive 2003/71/EC of the European Parliament and of the C…
− 5. A transferable security that has been admitted to trading on a regulated market can subsequently be admitted to trading on other regulated markets, even without the consent of the issuer and in compliance with the relevant provisions of Directive 2003/71/EC of the European Parliament and of the C…
+ 1. Member States shall provide, at least, that any person authorised within the meaning of Eighth Council Directive 84/253/EEC of 10 April 1984 on the approval of persons responsible for carrying out the statutory audits of accounting documents (31), performing in an investment firm the task describ…
− 1. Member States shall provide, at least, that any person authorised within the meaning of Eighth Council Directive 84/253/EEC of 10 April 1984 on the approval of persons responsible for carrying out the statutory audits of accounting documents (24), performing in an investment firm the task describ…
+ 1. The Commission shall be assisted by the European Securities Committee established by Commission Decision 2001/528/EC (33) (hereinafter referred to as ‘the Committee’).
− 1. The Commission shall be assisted by the European Securities Committee established by Commission Decision 2001/528/EC (26) (hereinafter referred to as ‘the Committee’).
+ ‘4. Articles 2(2), 12, 13 and 19 of ►C1 Directive 2004/39/EC of the European Parliament and of the Council of 21 April 2004 on markets in financial instruments ** ◄ ** (34), shall apply to the provision of the services referred to in paragraph 3 of this Article by management companies
− ‘4. Articles 2(2), 12, 13 and 19 of ►C1 Directive 2004/39/EC of the European Parliament and of the Council of 21 April 2004 on markets in financial instruments ** ◄ ** (27), shall apply to the provision of the services referred to in paragraph 3 of this Article by management companies
+ ‘2. Investment firms shall mean all institutions that satisfy the definition in Article 4(1) of ►C1 Directive 2004/39/EC of the European Parliament and of the Council of 21 April 2004 on markets in financial instruments ** ◄ ** (35), which are subject to the requirements imposed by the same Directiv…
− ‘2. Investment firms shall mean all institutions that satisfy the definition in Article 4(1) of ►C1 Directive 2004/39/EC of the European Parliament and of the Council of 21 April 2004 on markets in financial instruments ** ◄ ** (28), which are subject to the requirements imposed by the same Directiv…
+ The amounts referred to in this paragraph shall be periodically reviewed by the Commission in order to take account of changes in the European Index of Consumer Prices as published by Eurostat, in line with and at the same time as the adjustments made under Article 4(7) of Directive 2002/92/EC of th…
− The amounts referred to in this paragraph shall be periodically reviewed by the Commission in order to take account of changes in the European Index of Consumer Prices as published by Eurostat, in line with and at the same time as the adjustments made under Article 4(7) of Directive 2002/92/EC of th…
+ ‘The services and activities provided for in Section A and B of Annex I of ►C1 Directive 2004/39/EC of the European Parliament and of the Council of 21 April 2004 on markets in financial instruments ** ◄ ** (37) when referring to the financial instruments provided for in Section C of Annex I of that…
− ‘The services and activities provided for in Section A and B of Annex I of ►C1 Directive 2004/39/EC of the European Parliament and of the Council of 21 April 2004 on markets in financial instruments ** ◄ ** (30) when referring to the financial instruments provided for in Section C of Annex I of that…
+ 
+ (19) Directive 2004/109/EC of the European Parliament and of the Council of 15 December 2004 on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market (OJ L 390, 31.12.2004, p. 38).
+ 
+ (20) OJ L 193, 18.7.1983, p. 1. Directive as last amended by Directive 2003/51/EC of the European Parliament and of the Council (OJ L 178, 17.7.2003, p. 16).
+ 
+ (21) Council Directive 92/49/EEC of 18 June 1992 on the coordination of laws, regulations and administrative provisions relating to direct insurance other than life assurance (third non-life insurance Directive) (OJ L 228, 11.8.1992, p. 1). Directive as last amended by Directive 2007/44/EC of the Eu…
+ (22) Directive 2005/68/EC of the European Parliament and of the Council of 16 November 2005 on reinsurance (OJ L 323, 9.12.2005, p. 1). Directive as amended by Directive 2007/44/EC.
+ 
+ (23) Directive 2006/48/EC of the European Parliament and of the Council of 14 June 2006 relating to the taking up and pursuit of the business of credit institutions (recast) (OJ L 177, 30.6.2006, p. 1). Directive as last amended by Directive 2007/44/EC.
+ 
+ (24) Directive 2002/87/EC of the European Parliament and of the Council of 16 December 2002 on the supplementary supervision of credit institutions, insurance undertakings and investment firms in a financial conglomerate (OJ L 35, 11.2.2003, p. 1). Directive as amended by Directive 2005/1/EC (OJ L 7…
+ 
+ (25) Directive 2006/49/EC of the European Parliament and of the Council of 14 June 2006 on the capital adequacy of investment firms and credit institutions (recast) (OJ L 177, 30.6.2006, p. 201).
+ 
+ (26) Directive 2005/60/EC of the European Parliament and of the Council of 26 October 2005 on the prevention of the use of financial system for the purpose of money laundering and terrorist financing (OJ L 309, 25.11.2005, p. 15).
− (19) OJ L 193, 18.7.1983, p. 1. Directive as last amended by Directive 2003/51/EC of the European Parliament and of the Council (OJ L 178, 17.7.2003, p. 16).
+ (27) OJ L 84, 26.3.1997, p. 22.
− (20) OJ L 84, 26.3.1997, p. 22.
+ (28) OJ L 96, 12.4.2003, p. 16.
− (21) OJ L 96, 12.4.2003, p. 16.
+ (29) OJ L 166, 28.6.1991, p. 77. Directive as last amended by Directive 2001/97/EC of the European Parliament and of the Council (OJ L 344, 28.12.2001, p. 76).
− (22) OJ L 166, 28.6.1991, p. 77. Directive as last amended by Directive 2001/97/EC of the European Parliament and of the Council (OJ L 344, 28.12.2001, p. 76).
+ (30) ►C1 OJ L 345, 31.12.2003, p. 64.** ◄ **
− (23) ►C1 OJ L 345, 31.12.2003, p. 64.** ◄ **
+ (31) OJ L 126, 12.5.1984, p. 20.
− (24) OJ L 126, 12.5.1984, p. 20.
+ (32) OJ L 222, 14.8.1978, p. 11. Directive as last amended by Directive 2003/51/EC of the European Parliament and of the Council (OJ L 178, 17.7.2003, p. 16).
− (25) OJ L 222, 14.8.1978, p. 11. Directive as last amended by Directive 2003/51/EC of the European Parliament and of the Council (OJ L 178, 17.7.2003, p. 16).
+ (33) OJ L 191, 13.7.2001, p. 45.
− (26) OJ L 191, 13.7.2001, p. 45.
+ (34) ►C1 OJ L 145, 30.4.2004, p. 1.** ◄ **’
− (27) ►C1 OJ L 145, 30.4.2004, p. 1.** ◄ **’
+ (35) ►C1 OJ L 145, 30.4.2004, p. 1.** ◄ **’
− (28) ►C1 OJ L 145, 30.4.2004, p. 1.** ◄ **’
+ (36) OJ L 9, 15.1.2003, p. 3.’
− (29) OJ L 9, 15.1.2003, p. 3.’
+ (37) ►C1 OJ L 145, 30.4.2004, p. 1.** ◄ **’
− (30) ►C1 OJ L 145, 30.4.2004, p. 1.** ◄ **’