What changed, Directive 2010/78/EU

− ### Article 5 — Amendments to Directive 2003/71/EC
− 
− Directive 2003/71/EC is hereby amended as follows:
− 
− (1) In Article 4, paragraph 3 is replaced by the following:
− 
− ‘3. In order to ensure consistent harmonisation of this Directive, the European Supervisory Authority (European Securities and Markets Authority) (hereinafter “ESMA”) established by Regulation (EU) No 1095/2010 of the European Parliament and of the Council (*6) may develop draft regulatory technical…
− 
− Power is delegated to the Commission to adopt the regulatory technical standards referred to in the first subparagraph in accordance with the procedure laid down in Articles 10 to 14 of Regulation (EU) No 1095/2010.
− 
− (2) In Article 5(2), the following subparagraphs are added:
− 
− ‘In order to ensure uniform conditions of application of this Directive and of the delegated acts adopted by the Commission in accordance with paragraph 5, ESMA shall develop draft implementing technical standards in order to ensure uniform conditions of application of the delegated acts adopted by …
− 
− Power is conferred on the Commission to adopt the implementing technical standards referred to in the first subparagraph in accordance with Article 15 of Regulation (EU) No 1095/2010.’.
− 
− (3) In Article 7, the following paragraph is added:
− 
− ‘4. ESMA may develop draft implementing technical standards in order to ensure uniform conditions of application of the delegated acts adopted by the Commission in accordance with paragraph 1.
− 
− Power is conferred on the Commission to adopt the implementing technical standards referred to in the first subparagraph in accordance with Article 15 of Regulation (EU) No 1095/2010.’.
− 
− (4) In Article 8, the following paragraph is added:
− 
− ‘5. ESMA may develop draft implementing technical standards to ensure uniform conditions of application of the delegated acts adopted by the Commission in accordance with paragraph 4.
− 
− Power is conferred on the Commission to adopt the implementing technical standards referred to in the first subparagraph in accordance with Article 15 of Regulation (EU) No 1095/2010.’.
− 
− (5) Article 13 is amended as follows:
− 
− (a) in paragraph 2, the following subparagraph is added:
− 
− ‘The competent authority shall notify ESMA of the approval of the prospectus and any supplement thereto at the same time as that approval is notified to the issuer, the offeror or the person asking for admission to trading on a regulated market, as the case may be. The competent authorities shall at…
− 
− (b) paragraph 5 is replaced by the following:
− 
− ‘5. The competent authority of the home Member State may transfer the approval of a prospectus to the competent authority of another Member State, subject to prior notification to ESMA and the agreement of the competent authority. Such a transfer shall be notified to the issuer, the offeror or the p…
− 
− In order to ensure uniform conditions of application of this Directive and to facilitate communication between the competent authorities and between the competent authorities and ESMA, ESMA may develop draft implementing technical standards to establish standard forms, templates and procedures for t…
− 
− Power is conferred on the Commission to adopt the implementing technical standards referred to in the second subparagraph in accordance with Article 15 of Regulation (EU) No 1095/2010.’.
− 
− (6) Article 14 is amended as follows:
− 
− (a) paragraph 1 is replaced by the following:
− 
− ‘1. Once approved, the prospectus shall be filed with the competent authority of the home Member State, shall be accessible to ESMA through the competent authority and shall be made available to the public by the issuer, the offeror or the person asking for admission to trading on a regulated market…
− 
− (b) the following paragraph is inserted:
− 
− ‘4a. ESMA shall publish on its website the list of prospectuses approved in accordance with Article 13, including, if applicable, a hyperlink to the prospectus published on the website of the competent authority of the home Member State, or on the website of the issuer, or on the website of the regu…
− 
− (7) In Article 16, the following paragraph is added:
− 
− ‘3. In order to ensure consistent harmonisation, to specify the requirements laid down in this Article and to take account of technical developments on financial markets, ESMA shall develop draft regulatory technical standards to specify situations where a significant new factor, material mistake or…
− 
− Power is delegated to the Commission to adopt the regulatory technical standards referred to in the first subparagraph in accordance with the procedure laid down in Articles 10 to 14 of Regulation (EU) No 1095/2010.’.
− 
− (8) Article 17 is amended as follows:
− 
− (a) paragraph 1 is replaced by the following:
− 
− ‘1. Without prejudice to Article 23, where an offer to the public or admission to trading on a regulated market is provided for in one or more Member States, or in a Member State other than the home Member State, the prospectus approved by the home Member State and any supplements thereto shall be v…
− 
− (b) paragraph 2 is replaced by the following:
− 
− ‘2. If significant new factors, material mistakes or inaccuracies come to light after approval of the prospectus, as referred to in Article 16, the competent authority of the home Member State shall require the publication of a supplement to be approved in accordance with Article 13(1). ESMA and the…
− 
− (9) In Article 18, the following paragraphs are added:
− 
− ‘3. The competent authority of the home Member State shall notify ESMA of the certificate of approval of the prospectus at the same time as it is notified to the competent authority of the host Member State.
− 
− ESMA and the competent authority of the host Member State shall publish on their websites the list of certificates of approval of prospectuses and any supplements thereto, which are notified in accordance with this Article, including, if applicable, a hyperlink to those documents published on the we…
− 
− 4. In order to ensure uniform conditions of application of this Directive and to take account of technical developments on financial markets, ESMA may develop draft implementing technical standards to establish standard forms, templates and procedures for the notification of the certificate of appro…
− 
− Power is conferred on the Commission to adopt the implementing technical standards referred to in the first subparagraph in accordance with Article 15 of Regulation (EU) No 1095/2010.’.
− 
− (10) Article 21 is amended as follows:
− 
− (a) the following paragraphs are inserted:
− 
− ‘1a. The competent authorities shall cooperate with ESMA for the purposes of this Directive, in accordance with Regulation (EU) No 1095/2010.
− 
− 1b. The competent authorities shall without delay provide ESMA with all information necessary to carry out its duties, in accordance with Article 35 of Regulation (EU) No 1095/2010.’;
− 
− (b) in paragraph 2, the third subparagraph is replaced by the following:
− 
− ‘The Member States shall inform the Commission, ESMA and the competent authorities of other Member States of any arrangements entered into with regard to delegation of tasks, including the precise conditions regulating such delegation.’;
− 
− (c) in paragraph 4, the following subparagraph is added:
− 
− ‘In accordance with Article 21 of Regulation (EU) No 1095/2010, ESMA shall be entitled to participate in on-site inspections referred to in point (d) where they are carried out jointly by two or more competent authorities.’.
− 
− (11) Article 22 is amended as follows:
− 
− (a) in paragraph 2, the following subparagraph is added:
− 
− ‘The competent authorities may refer to ESMA situations where a request for cooperation, in particular to exchange information, has been rejected or has not been acted upon within a reasonable time. Without prejudice to Article 258 of the Treaty on the Functioning of the European Union (TFEU), ESMA …
− 
− (b) paragraph 3 is replaced by the following:
− 
− ‘3. Paragraph 1 shall not prevent the competent authorities from exchanging confidential information or from transmitting confidential information to ESMA or the European Systemic Risk Board (hereinafter the “ESRB”), subject to constraints relating to firm-specific information and effects on third c…
− 
− (c) The following paragraph is added:
− 
− ‘4. In order to ensure consistent harmonisation of this Article and to take account of technical developments on financial markets, ESMA shall develop draft regulatory technical standards to specify the information required in paragraph 2.
− 
− Power is delegated to the Commission to adopt the regulatory technical standards referred to in the first subparagraph in accordance with Articles 10 to 14 of Regulation (EU) No 1095/2010.
− 
− In order to ensure uniform conditions of application of paragraph 2, and to take account of technical developments on financial markets, ESMA may develop draft implementing technical standards to establish standard forms, templates and procedures for the cooperation and exchange of information betwe…
− 
− Power is conferred on the Commission to adopt the implementing technical standards referred to in the third subparagraph in accordance with Article 15 of Regulation (EU) No 1095/2010.’.
− 
− (12) Article 23 is replaced by the following:
− 
− ‘Article 23
− 
− Precautionary measures
− 
− 1. Where the competent authority of the host Member State finds that irregularities have been committed by the issuer or by the financial institutions in charge of the public offer or that the issuer has breached its obligations by reason of the fact that securities are admitted to trading on a regu…
− 
− 2. If, despite the measures taken by the competent authority of the home Member State or because such measures prove inadequate, the issuer or the financial institution in charge of the public offer persists in breaching the relevant legal or regulatory provisions, the competent authority of the hos…
− 
+ ‘9. In order to ensure the uniform conditions of application of this Article and to take account of technical developments on financial markets, the European Supervisory Authority (European Securities and Markets Authority) (hereinafter “ESMA”), established by Regulation (EU) No 1095/2010 of the Eur…
− ‘9. In order to ensure the uniform conditions of application of this Article and to take account of technical developments on financial markets, the European Supervisory Authority (European Securities and Markets Authority) (hereinafter “ESMA”), established by Regulation (EU) No 1095/2010 of the Eur…
+ ‘3. Paragraph 1 shall not prevent the competent authorities from exchanging confidential information with, or from transmitting information to, other competent authorities, ESMA and the European Systemic Risk Board (ESRB) established by Regulation (EU) No 1092/2010 of the European Parliament and of …
− ‘3. Paragraph 1 shall not prevent the competent authorities from exchanging confidential information with, or from transmitting information to, other competent authorities, ESMA and the European Systemic Risk Board (ESRB) established by Regulation (EU) No 1092/2010 of the European Parliament and of …
− 
− Objections to delegated acts
− 
− 1. The European Parliament or the Council may object to a delegated act within a period of 3 months from the date of notification. At the initiative of the European Parliament or the Council that period shall be extended by 3 months.
− 
− 2. If, on the expiry of the period referred to in paragraph 1, neither the European Parliament nor the Council has objected to the delegated act, it shall be published in the *Official Journal of the European Union* and shall enter into force on the date stated therein.
− 
− The delegated act may be published in the *Official Journal of the European Union* and enter into force before the expiry of that period if the European Parliament and the Council have both informed the Commission of their intention not to raise objections.
− 
− 3. If either the European Parliament or the Council objects to a delegated act within the period referred to in paragraph 1, it shall not enter into force. In accordance with Article 296 TFEU, the institution which objects shall state the reasons for objecting to the delegated act.’.
− 
− ### Article 8 — Amendments to Directive 2005/60/EC
− 
− Directive 2005/60/EC is hereby amended as follows:
− 
− (1) Article 11(4) is replaced by the following:
− ‘4. The Member States shall inform each other, the European Supervisory Authority (European Banking Authority) (hereinafter “EBA”), established by Regulation (EU) No 1093/2010 of the European Parliament and of the Council (*10), the European Supervisory Authority (European Insurance and Occupational…
− 
− (2) Article 16(2) is replaced by the following:
− 
− ‘2. The Member States shall inform each other, the ESA to the extent relevant for the purposes of this Directive and in accordance with the relevant provisions of Regulation (EU) No 1093/2010, of Regulation (EU) No 1094/2010, and of Regulation (EU) No 1095/2010, and the Commission of cases where the…
− 
− (3) Article 28(7) is replaced by the following:
− 
− ‘7. The Member States shall inform each other, the ESA to the extent relevant for the purposes of this Directive and in accordance with the relevant provisions of Regulation (EU) No 1093/2010, of Regulation (EU) No 1094/2010, and of Regulation (EU) No 1095/2010 and the Commission of cases where they…
− 
− (4) Article 31 is amended as follows:
− 
− (a) paragraph 2 is replaced by the following:
− 
− ‘2. The Member States, the ESA to the extent relevant for the purposes of this Directive and in accordance with the relevant provisions of Regulation (EU) No 1093/2010, of Regulation (EU) No 1094/2010, and of Regulation (EU) No 1095/2010 and the Commission shall inform each other of cases where the …
− 
− (b) the following paragraph is added:
− 
− ‘4. In order to ensure consistent harmonisation of this Article and to take account of technical developments in the fight against money laundering and terrorist financing, the ESA taking into account the existing framework and cooperating, as appropriate, with other relevant Union bodies in that fi…
− 
− Power is delegated to the Commission to adopt the regulatory technical standards referred to in the first subparagraph in accordance with Articles 10 to 14 of Regulation (EU) No 1093/2010.’.
− 
− (5) In Article 34, the following paragraph is added:
− 
− ‘3. In order to ensure consistent harmonisation and to take account of technical developments in the fight against money laundering and terrorist financing, the ESA, taking into account the existing framework and cooperating, as appropriate, with other relevant Union bodies in that field, may develo…
− 
− Power is delegated to the Commission to adopt the regulatory technical standards referred to in the first subparagraph in accordance with Articles 10 to 14 of Regulation (EU) No 1093/2010.’.
− 
− (6) The following Article is inserted:
− 
− ‘Article 37a
− 
− 1. The competent authorities shall cooperate with the ESA for the purposes of this Directive, in accordance with Regulation (EU) No 1093/2010, Regulation (EU) No 1094/2010, and Regulation (EU) No 1095/2010, respectively.
− 
− 2. The competent authorities shall provide the ESA with all information necessary to carry out their duties under this Directive and under Regulation (EU) No 1093/2010, Regulation (EU) No 1094/2010 and Regulation (EU) No 1095/2010, respectively.’.
− 
− (7) The title of Chapter VI is replaced by the following:
− 
− ‘DELEGATED ACTS AND IMPLEMENTING MEASURES’
− 
− (8) Article 40 is amended as follows:
− 
− (a) in paragraph 1:
− 
− (i) in the first subparagraph, the introductory part is replaced by the following:
− 
− ‘1. In order to take account of technical developments in the fight against money laundering and terrorist financing and to specify the requirements laid down in this Directive, the Commission may, adopt the following measures:’;
− 
− (ii) the second subparagraph is replaced by the following:
− 
− ‘The measures shall be adopted by means of delegated acts in accordance with Article 41(2a), (2b) and (2c), and subject to the conditions of Articles 41a and 41b.’;
− 
− (b) in paragraph 3, the second subparagraph is replaced by the following:
− 
− ‘The measures shall be adopted by means of delegated acts in accordance with Article 41(2a), (2b) and (2c), and subject to the conditions of Articles 41a and 41b.’.
− 
− (9) Article 41 is amended as follows:
− 
− (a) in paragraph 2, the first subparagraph is replaced by the following:
− 
− ‘2. Where reference is made to this paragraph, Articles 5 and 7 of Decision 1999/468/EC shall apply, having regard to Article 8 thereof and provided that the measures adopted in accordance with that procedure do not modify the essential provisions of this Directive.’;
− 
− (b) paragraph 2a is replaced by the following:
− 
− ‘2a. The power to adopt delegated acts referred to in Article 40 shall be conferred on the Commission for a period of 4 years from 4 January 2011. The Commission shall draw up a report in respect of the delegated power at the latest 6 months before the end of the four-year period. The delegation of …
− 
− (c) the following paragraphs are inserted:
− 
− ‘2b. As soon as it adopts a delegated act, the Commission shall notify it simultaneously to the European Parliament and to the Council.
− 
− 2c. The power to adopt delegated acts is conferred on the Commission subject to the conditions laid down in Articles 41a and 41b.’;
− 
− (d) paragraph 3 is deleted.
− 
− (10) The following Articles are inserted:
− 
− ‘Article 41a
− 
− Revocation of the delegation
− 
− 1. The delegation of power referred to in Article 40 may be revoked at any time by the European Parliament or by the Council.
− 
− 2. The institution which has commenced an internal procedure for deciding whether to revoke a delegation of power shall endeavour to inform the other institution and the Commission within a reasonable time before the final decision is taken, indicating the delegated power which could be subject to r…
− 
− 3. The decision of revocation shall put an end to the delegation of the power specified in that decision. It shall take effect immediately or on a later date specified therein. It shall not affect the validity of the delegated acts already in force. It shall be published in the *Official Journal of …
− 
− Article 41b
− 
− 
− ### Article 10 — Amendments to Directive 2006/49/EC
− 
− Directive 2006/49/EC is hereby amended as follows:
− 
− (1) In Article 18, the following paragraph is added:
− 
− ‘5. The European Supervisory Authority (European Banking Authority) (hereinafter “EBA”) established by Regulation (EU) No 1093/2010 of the European Parliament and of the Council (*13), may develop draft regulatory technical standards to specify the assessment methodology under which competent author…
− 
− Power is delegated to the Commission to adopt the regulatory technical standards referred to in the first subparagraph in accordance with the procedure laid down in Articles 10 to 14 of Regulation (EU) No 1093/2010.
− 
− (2) In Article 22(1), the following subparagraph is added:
− 
− ‘Where the competent authorities waive the application of capital requirements on a consolidated basis provided for in this Article, they shall notify the Commission and EBA.’.
− 
− (3) Article 32(1) is amended as follows:
− 
− (a) the second subparagraph is replaced by the following:
− 
− ‘The competent authorities shall notify EBA, the Council and the Commission of those procedures.’;
− (b) the following subparagraph is added:
− 
− ‘EBA shall issue guidelines in relation to the procedures referred to in this paragraph.’.
− 
− (4) Article 36(1) is replaced by the following:
− 
− ‘1. Member States shall designate the authorities which are competent to carry out the duties provided for in this Directive. They shall inform EBA and the Commission thereof, indicating any division of duties.’.
− 
− (5) In Article 38(1), the following subparagraphs are added:
− 
− ‘The competent authorities shall cooperate with EBA for the purposes of this Directive, in accordance with Regulation (EU) No 1093/2010.
− 
− The competent authorities shall without delay provide EBA with all information necessary to carry out its duties under this Directive and under Regulation (EU) No 1093/2010, in accordance with Article 35 of that Regulation.’.
− 
+ ‘8. In order to ensure consistent harmonisation of this Article the European Supervisory Authority (European Securities and Markets Authority) (hereinafter “ESMA”), established by Regulation (EU) No 1095/2010 of the European Parliament and of the Council (*8) may develop draft regulatory technical s…
− ‘8. In order to ensure consistent harmonisation of this Article the European Supervisory Authority (European Securities and Markets Authority) (hereinafter “ESMA”), established by Regulation (EU) No 1095/2010 of the European Parliament and of the Council (*14) may develop draft regulatory technical …
+ ‘Competent authorities shall ensure that all information received under the third paragraph aggregated in respect of all the management or investment companies they supervise is accessible to ESMA in accordance with Article 35 of the Regulation (EU) No 1095/2010, and the European Systemic Risk Board…
− ‘Competent authorities shall ensure that all information received under the third paragraph aggregated in respect of all the management or investment companies they supervise is accessible to ESMA in accordance with Article 35 of the Regulation (EU) No 1095/2010, and the European Systemic Risk Board…
+ ‘(d) ESMA, the European Supervisory Authority (European Banking Authority) established by Regulation (EU) No 1093/2010 of the European Parliament and of the Council (*10), the European Supervisory Authority (European Insurance and Occupational Pensions Authority) established by Regulation (EU) No 10…
− ‘(d) ESMA, the European Supervisory Authority (European Banking Authority) established by Regulation (EU) No 1093/2010 of the European Parliament and of the Council (*16), the European Supervisory Authority (European Insurance and Occupational Pensions Authority) established by Regulation (EU) No 10…
+ (*11) OJ L 331, 15.12.2010, p. 48.’.
− (*11) OJ L 331, 15.12.2010, p. 48.
− 
− (*12) OJ L 331, 15.12.2010, p. 84.’.
− 
− (*13) OJ L 331, 15.12.2010, p. 12.’.
− 
− (*14) OJ L 331, 15.12.2010, p. 84.’.
− 
− (*15) OJ L 331, 15.12.2010, p. 1.’;
− 
− (*16) OJ L 331, 15.12.2010, p. 12.
− 
− (*17) OJ L 331, 15.12.2010, p. 48.’.