What changed, Regulation (EU) No 596/2014

+ ## CHAPTER 1 / **GENERAL PROVISIONS**
− ### art_1
+ ### Article 1 — Subject matter
− Article 1
+ ### Article 2 — Scope
− ### art_2
− 
− Article 2
+ (a) financial instruments admitted to trading on a regulated market or for which a request for admission to trading on a regulated market has been made;
− | (a) | financial instruments admitted to trading on a regulated market or for which a request for admission to trading on a regulated market has been made; |
− | --- | --- |
+ (b) financial instruments traded on an MTF, admitted to trading on an MTF or for which a request for admission to trading on an MTF has been made;
− | (b) | financial instruments traded on an MTF, admitted to trading on an MTF or for which a request for admission to trading on an MTF has been made; |
− | --- | --- |
+ (c) financial instruments traded on an OTF;
− | (c) | financial instruments traded on an OTF; |
− | --- | --- |
+ (d) financial instruments not covered by point (a), (b) or (c), the price or value of which depends on or has an effect on the price or value of a financial instrument referred to in those points, including, but not limited to, credit default swaps and contracts for difference.
− | (d) | financial instruments not covered by point (a), (b) or (c), the price or value of which depends on or has an effect on the price or value of a financial instrument referred to in those points, including, but not limited to, credit default swaps and contracts for difference. |
− | --- | --- |
+ (a) spot commodity contracts, which are not wholesale energy products, where the transaction, order or behaviour has or is likely or intended to have an effect on the price or value of a financial instrument referred to in paragraph 1;
− | (a) | spot commodity contracts, which are not wholesale energy products, where the transaction, order or behaviour has or is likely or intended to have an effect on the price or value of a financial instrument referred to in paragraph 1; |
− | --- | --- |
+ (b) types of financial instruments, including derivative contracts or derivative instruments for the transfer of credit risk, where the transaction, order, bid or behaviour has or is likely to have an effect on the price or value of a spot commodity contract where the price or value depends on the p…
− | (b) | types of financial instruments, including derivative contracts or derivative instruments for the transfer of credit risk, where the transaction, order, bid or behaviour has or is likely to have an effect on the price or value of a spot commodity contract where the price or value depends on t…
− | --- | --- |
+ (c) behaviour in relation to benchmarks.
− | (c) | behaviour in relation to benchmarks. |
− | --- | --- |
+ 
+ ### Article 3 — Definitions
+ 
+ 1. For the purposes of this Regulation, the following definitions apply:
+ 
+ (1) ‘financial instrument’ means a financial instrument as defined in point (15) of Article 4(1) of Directive 2014/65/EU;
+ (2) ‘investment firm’ means an investment firm as defined in point (1) of Article 4(1) of Directive 2014/65/EU;
+ 
+ (3) ‘credit institution’ means a credit institution as defined in point (1) of Article 4(1) of Regulation (EU) No 575/2013 of the European Parliament and of the Council (1);
+ 
+ (4) ‘financial institution’ means a financial institution as defined in point (26) of Article 4(1) of Regulation (EU) No 575/2013;
+ 
+ (5) ‘market operator’ means a market operator as defined in point (18) of Article 4(1) of Directive 2014/65/EU;
− ### art_3
+ (6) ‘regulated market’ means a regulated market as defined in point (21) of Article 4(1) of Directive 2014/65/EU;
− Article 3
+ (7) ‘multilateral trading facility’ or ‘MTF’ means a multilateral system as defined in point (22) of Article 4(1) of Directive 2014/65/EU;
− 1. For the purposes of this Regulation, the following definitions apply:
+ (8) ‘organised trading facility’ or ‘OTF’ means a system or facility in the Union as defined in point (23) of Article 4(1) of Directive 2014/65/EU;
+ 
+ (9) ‘accepted market practice’ means a specific market practice that is accepted by a competent authority in accordance with Article 13;
− | (1) | ‘financial instrument’ means a financial instrument as defined in point (15) of Article 4(1) of Directive 2014/65/EU; |
− | --- | --- |
+ (10) ‘trading venue’ means a trading venue as defined in point (24) of Article 4(1) of Directive 2014/65/EU;
− | (2) | ‘investment firm’ means an investment firm as defined in point (1) of Article 4(1) of Directive 2014/65/EU; |
− | --- | --- |
+ (11) ‘SME growth market’ means SME growth market as defined in point (12) of Article 4(1) of Directive 2014/65/EU;
− | (3) | ‘credit institution’ means a credit institution as defined in point (1) of Article 4(1) of Regulation (EU) No 575/2013 of the European Parliament and of the Council (18); |
− | --- | --- |
+ (12) ‘competent authority’ means an authority designated in accordance with Article 22, unless otherwise specified in this Regulation;
− | (4) | ‘financial institution’ means a financial institution as defined in point (26) of Article 4(1) of Regulation (EU) No 575/2013; |
− | --- | --- |
+ (13) ‘person’ means a natural or legal person;
− | (5) | ‘market operator’ means a market operator as defined in point (18) of Article 4(1) of Directive 2014/65/EU; |
− | --- | --- |
+ (14) ‘commodity’ means a commodity as defined in point (1) of Article 2 of Commission Regulation (EC) No 1287/2006 (2);
− | (6) | ‘regulated market’ means a regulated market as defined in point (21) of Article 4(1) of Directive 2014/65/EU; |
− | --- | --- |
+ (15) ‘spot commodity contract’ means a contract for the supply of a commodity traded on a spot market which is promptly delivered when the transaction is settled, and a contract for the supply of a commodity that is not a financial instrument, including a physically settled forward contract;
− | (7) | ‘multilateral trading facility’ or ‘MTF’ means a multilateral system as defined in point (22) of Article 4(1) of Directive 2014/65/EU; |
− | --- | --- |
+ (16) ‘spot market’ means a commodity market in which commodities are sold for cash and promptly delivered when the transaction is settled, and other non-financial markets, such as forward markets for commodities;
− | (8) | ‘organised trading facility’ or ‘OTF’ means a system or facility in the Union as defined in point (23) of Article 4(1) of Directive 2014/65/EU; |
− | --- | --- |
+ (17) ‘buy-back programme’ means trading in own shares in accordance with Articles 21 to 27 of Directive 2012/30/EU of the European Parliament and of the Council (3);
− | (9) | ‘accepted market practice’ means a specific market practice that is accepted by a competent authority in accordance with Article 13; |
− | --- | --- |
+ (18) ‘algorithmic trading’ means algorithmic trading as defined in point (39) of Article 4(1) of Directive 2014/65/EU;
− | (10) | ‘trading venue’ means a trading venue as defined in point (24) of Article 4(1) of Directive 2014/65/EU; |
− | --- | --- |
+ (19) ‘emission allowance’ means emission allowance as described in point (11) of Section C of Annex I to Directive 2014/65/EU;
− | (11) | ‘SME growth market’ means SME growth market as defined in point (12) of Article 4(1) of Directive 2014/65/EU; |
− | --- | --- |
+ (20) ‘emission allowance market participant’ means any person who enters into transactions, including the placing of orders to trade, in emission allowances, auctioned products based thereon, or derivatives thereof and who does not benefit from an exemption pursuant to the second subparagraph of Art…
− | (12) | ‘competent authority’ means an authority designated in accordance with Article 22, unless otherwise specified in this Regulation; |
− | --- | --- |
+ (21) ‘issuer’ means a legal entity governed by private or public law, which issues or proposes to issue financial instruments, the issuer being, in case of depository receipts representing financial instruments, the issuer of the financial instrument represented;
− | (13) | ‘person’ means a natural or legal person; |
− | --- | --- |
+ (22) ‘wholesale energy product’ means wholesale energy product as defined in point (4) of Article 2 of Regulation (EU) No 1227/2011;
− | (14) | ‘commodity’ means a commodity as defined in point (1) of Article 2 of Commission Regulation (EC) No 1287/2006 (19); |
− | --- | --- |
+ (23) ‘national regulatory authority’ means national regulatory authority as defined in point (10) of Article 2 of Regulation (EU) No 1227/2011;
− | (15) | ‘spot commodity contract’ means a contract for the supply of a commodity traded on a spot market which is promptly delivered when the transaction is settled, and a contract for the supply of a commodity that is not a financial instrument, including a physically settled forward contract; |
− | --- | --- |
+ (24) ‘commodity derivatives’ means commodity derivatives as defined in point (30) of Article 2(1) of Regulation (EU) No 600/2014 of the European Parliament and of the Council (4);
− | (16) | ‘spot market’ means a commodity market in which commodities are sold for cash and promptly delivered when the transaction is settled, and other non-financial markets, such as forward markets for commodities; |
− | --- | --- |
+ (25) ‘person discharging managerial responsibilities’ means a person within an issuer, an emission allowance market participant or another entity referred to in Article 19(10), who is:
− | (17) | ‘buy-back programme’ means trading in own shares in accordance with Articles 21 to 27 of Directive 2012/30/EU of the European Parliament and of the Council (20); |
− | --- | --- |
+ (a) a member of the administrative, management or supervisory body of that entity; or
− | (18) | ‘algorithmic trading’ means algorithmic trading as defined in point (39) of Article 4(1) of Directive 2014/65/EU; |
− | --- | --- |
+ (b) a senior executive who is not a member of the bodies referred to in point (a), who has regular access to inside information relating directly or indirectly to that entity and power to take managerial decisions affecting the future developments and business prospects of that entity;
− | (19) | ‘emission allowance’ means emission allowance as described in point (11) of Section C of Annex I to Directive 2014/65/EU; |
− | --- | --- |
+ (26) ‘person closely associated’ means:
− | (20) | ‘emission allowance market participant’ means any person who enters into transactions, including the placing of orders to trade, in emission allowances, auctioned products based thereon, or derivatives thereof and who does not benefit from an exemption pursuant to the second subparagraph of…
− | --- | --- |
+ (a) a spouse, or a partner considered to be equivalent to a spouse in accordance with national law;
− | (21) | ‘issuer’ means a legal entity governed by private or public law, which issues or proposes to issue financial instruments, the issuer being, in case of depository receipts representing financial instruments, the issuer of the financial instrument represented; |
− | --- | --- |
+ (b) a dependent child, in accordance with national law;
− | (22) | ‘wholesale energy product’ means wholesale energy product as defined in point (4) of Article 2 of Regulation (EU) No 1227/2011; |
− | --- | --- |
+ (c) a relative who has shared the same household for at least one year on the date of the transaction concerned; or
− | (23) | ‘national regulatory authority’ means national regulatory authority as defined in point (10) of Article 2 of Regulation (EU) No 1227/2011; |
− | --- | --- |
+ (d) a legal person, trust or partnership, the managerial responsibilities of which are discharged by a person discharging managerial responsibilities or by a person referred to in point (a), (b) or (c), or which is directly or indirectly controlled by such a person, or which is set up for the benefi…
− | (24) | ‘commodity derivatives’ means commodity derivatives as defined in point (30) of Article 2(1) of Regulation (EU) No 600/2014 of the European Parliament and of the Council (21); |
− | --- | --- |
+ (27) ‘data traffic records’ means records of traffic data as defined in point (b) of the second paragraph of Article 2 of Directive 2002/58/EC of the European Parliament and the Council (5);
− | (25) | ‘person discharging managerial responsibilities’ means a person within an issuer, an emission allowance market participant or another entity referred to in Article 19(10), who is:(a)a member of the administrative, management or supervisory body of that entity; or(b)a senior executive who is…
− | --- | --- |
− | (a) | a member of the administrative, management or supervisory body of that entity; or |
− | (b) | a senior executive who is not a member of the bodies referred to in point (a), who has regular access to inside information relating directly or indirectly to that entity and power to take managerial decisions affecting the future developments and business prospects of that entity; |
+ (28) ‘person professionally arranging or executing transactions’ means a person professionally engaged in the reception and transmission of orders for, or in the execution of transactions in, financial instruments;
− | (26) | ‘person closely associated’ means:(a)a spouse, or a partner considered to be equivalent to a spouse in accordance with national law;(b)a dependent child, in accordance with national law;(c)a relative who has shared the same household for at least one year on the date of the transaction conc…
− | --- | --- |
− | (a) | a spouse, or a partner considered to be equivalent to a spouse in accordance with national law; |
− | (b) | a dependent child, in accordance with national law; |
− | (c) | a relative who has shared the same household for at least one year on the date of the transaction concerned; or |
− | (d) | a legal person, trust or partnership, the managerial responsibilities of which are discharged by a person discharging managerial responsibilities or by a person referred to in point (a), (b) or (c), which is directly or indirectly controlled by such a person, which is set up for the benefit …
+ (29) ‘benchmark’ means any rate, index or figure, made available to the public or published that is periodically or regularly determined by the application of a formula to, or on the basis of the value of one or more underlying assets or prices, including estimated prices, actual or estimated intere…
− | (27) | ‘data traffic records’ means records of traffic data as defined in point (b) of the second paragraph of Article 2 of Directive 2002/58/EC of the European Parliament and the Council (22); |
− | --- | --- |
+ (30) ‘market maker’ means a market maker as defined in point (7) of Article 4(1) of Directive 2014/65/EU;
− | (28) | ‘person professionally arranging or executing transactions’ means a person professionally engaged in the reception and transmission of orders for, or in the execution of transactions in, financial instruments; |
− | --- | --- |
+ (31) ‘stake-building’ means an acquisition of securities in a company which does not trigger a legal or regulatory obligation to make an announcement of a takeover bid in relation to that company;
− | (29) | ‘benchmark’ means any rate, index or figure, made available to the public or published that is periodically or regularly determined by the application of a formula to, or on the basis of the value of one or more underlying assets or prices, including estimated prices, actual or estimated in…
− | --- | --- |
+ (32) ‘disclosing market participant’ means a person who falls into any of the categories set out in points (a) to (d) of Article 11(1) or of Article 11(2), and discloses information in the course of a market sounding;
− | (30) | ‘market maker’ means a market maker as defined in point (7) of Article 4(1) of Directive 2014/65/EU; |
− | --- | --- |
+ (33) ‘high-frequency trading’ means high-frequency algorithmic trading technique as defined in point (40) of Article 4(1) of Directive 2014/65/EU;
− | (31) | ‘stake-building’ means an acquisition of securities in a company which does not trigger a legal or regulatory obligation to make an announcement of a takeover bid in relation to that company; |
− | --- | --- |
+ (34) ‘information recommending or suggesting an investment strategy’ means information:
− | (32) | ‘disclosing market participant’ means a person who falls into any of the categories set out in points (a) to (d) of Article 11(1) or of Article 11(2), and discloses information in the course of a market sounding; |
− | --- | --- |
+ (i) produced by an independent analyst, an investment firm, a credit institution, any other person whose main business is to produce investment recommendations or a natural person working for them under a contract of employment or otherwise, which, directly or indirectly, expresses a particular inve…
− | (33) | ‘high-frequency trading’ means high-frequency algorithmic trading technique as defined in point (40) of Article 4(1) of Directive 2014/65/EU; |
− | --- | --- |
+ (ii) produced by persons other than those referred to in point (i), which directly proposes a particular investment decision in respect of a financial instrument;
− | (34) | ‘information recommending or suggesting an investment strategy’ means information:(i)produced by an independent analyst, an investment firm, a credit institution, any other person whose main business is to produce investment recommendations or a natural person working for them under a contr…
− | --- | --- |
− | (i) | produced by an independent analyst, an investment firm, a credit institution, any other person whose main business is to produce investment recommendations or a natural person working for them under a contract of employment or otherwise, which, directly or indirectly, expresses a particular …
− | (ii) | produced by persons other than those referred to in point (i), which directly proposes a particular investment decision in respect of a financial instrument; |
+ (35) ‘investment recommendations’ means information recommending or suggesting an investment strategy, explicitly or implicitly, concerning one or several financial instruments or the issuers, including any opinion as to the present or future value or price of such instruments, intended for distribu…
− | (35) | ‘investment recommendations’ means information recommending or suggesting an investment strategy, explicitly or implicitly, concerning one or several financial instruments or the issuers, including any opinion as to the present or future value or price of such instruments, intended for dist…
− | --- | --- |
+ 
+ (a) ‘securities’ means:
+ 
+ (i) shares and other securities equivalent to shares;
+ 
+ (ii) bonds and other forms of securitised debt; or
+ 
+ (iii) securitised debt convertible or exchangeable into shares or into other securities equivalent to shares.
+ 
+ (b) ‘associated instruments’ means the following financial instruments, including those which are not admitted to trading or traded on a trading venue, or for which a request for admission to trading on a trading venue has not been made:
+ 
+ (i) contracts or rights to subscribe for, acquire or dispose of securities;
+ 
+ (ii) financial derivatives of securities;
+ (iii) where the securities are convertible or exchangeable debt instruments, the securities into which such convertible or exchangeable debt instruments may be converted or exchanged;
− | (a) | ‘securities’ means:(i)shares and other securities equivalent to shares;(ii)bonds and other forms of securitised debt; or(iii)securitised debt convertible or exchangeable into shares or into other securities equivalent to shares. |
− | --- | --- |
− | (i) | shares and other securities equivalent to shares; |
− | (ii) | bonds and other forms of securitised debt; or |
− | (iii) | securitised debt convertible or exchangeable into shares or into other securities equivalent to shares. |
+ (iv) instruments which are issued or guaranteed by the issuer or guarantor of the securities and whose market price is likely to materially influence the price of the securities, or vice versa;
− | (b) | ‘associated instruments’ means the following financial instruments, including those which are not admitted to trading or traded on a trading venue, or for which a request for admission to trading on a trading venue has not been made:(i)contracts or rights to subscribe for, acquire or dispose…
− | --- | --- |
− | (i) | contracts or rights to subscribe for, acquire or dispose of securities; |
− | (ii) | financial derivatives of securities; |
− | (iii) | where the securities are convertible or exchangeable debt instruments, the securities into which such convertible or exchangeable debt instruments may be converted or exchanged; |
− | (iv) | instruments which are issued or guaranteed by the issuer or guarantor of the securities and whose market price is likely to materially influence the price of the securities, or vice versa; |
− | (v) | where the securities are securities equivalent to shares, the shares represented by those securities and any other securities equivalent to those shares; |
+ (v) where the securities are securities equivalent to shares, the shares represented by those securities and any other securities equivalent to those shares;
− | (c) | ‘significant distribution’ means an initial or secondary offer of securities that is distinct from ordinary trading both in terms of the amount in value of the securities to be offered and the selling method to be employed; |
− | --- | --- |
+ (c) ‘significant distribution’ means an initial or secondary offer of securities that is distinct from ordinary trading both in terms of the amount in value of the securities to be offered and the selling method to be employed;
− | (d) | ‘stabilisation’ means a purchase or offer to purchase securities, or a transaction in associated instruments equivalent thereto, which is undertaken by a credit institution or an investment firm in the context of a significant distribution of such securities exclusively for supporting the ma…
− | --- | --- |
+ (d) ‘stabilisation’ means a purchase or offer to purchase securities, or a transaction in associated instruments equivalent thereto, which is undertaken by a credit institution or an investment firm in the context of a significant distribution of such securities exclusively for supporting the market…
− ### art_4
+ ### Article 4 — Notifications and list of financial instruments
− Article 4
+ (a) the names and identifiers of financial instruments which are the subject of a request for admission to trading, admitted to trading or traded for the first time, on regulated markets, MTFs and OTFs;
− | (a) | the names and identifiers of financial instruments which are the subject of a request for admission to trading, admitted to trading or traded for the first time, on regulated markets, MTFs and OTFs; |
− | --- | --- |
+ (b) the dates and times of the requests for admission to trading, of the admissions to trading, or of the first trades;
− | (b) | the dates and times of the requests for admission to trading, of the admissions to trading, or of the first trades; |
− | --- | --- |
+ (c) details of the trading venues on which the financial instruments are the subject of a request for admission to trading, admitted to trading or traded for the first time; and
− | (c) | details of the trading venues on which the financial instruments are the subject of a request for admission to trading, admitted to trading or traded for the first time; and |
− | --- | --- |
+ (d) the date and time at which the financial instruments cease to be traded or to be admitted to trading.
− | (d) | the date and time at which the financial instruments cease to be traded or to be admitted to trading. |
− | --- | --- |
+ (a) the content of the notifications referred to in paragraph 1; and
− | (a) | the content of the notifications referred to in paragraph 1; and |
− | --- | --- |
+ (b) the manner and conditions of the compilation, publication and maintenance of the list referred to in paragraph 3.
− | (b) | the manner and conditions of the compilation, publication and maintenance of the list referred to in paragraph 3. |
− | --- | --- |
+ 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 of the European Parliament and of the Council (6).
− 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 of the European Parliament and of the Council (23).
+ ### Article 5 — Exemption for buy-back programmes and stabilisation
− ### art_5
− 
− Article 5
+ (a) the full details of the programme are disclosed prior to the start of trading;
− | (a) | the full details of the programme are disclosed prior to the start of trading; |
− | --- | --- |
+ (b) trades are reported as being part of the buy-back programme to the competent authority of the trading venue in accordance with paragraph 3 and subsequently disclosed to the public;
− | (b) | trades are reported as being part of the buy-back programme to the competent authority of the trading venue in accordance with paragraph 3 and subsequently disclosed to the public; |
− | --- | --- |
+ (c) adequate limits with regard to price and volume are complied with; and
− | (c) | adequate limits with regard to price and volume are complied with; and |
− | --- | --- |
+ (d) it is carried out in accordance with the objectives referred to in paragraph 2 and the conditions set out in this Article and in the regulatory technical standards referred to in paragraph 6.
− | (d) | it is carried out in accordance with the objectives referred to in paragraph 2 and the conditions set out in this Article and in the regulatory technical standards referred to in paragraph 6. |
− | --- | --- |
+ (a) to reduce the capital of an issuer;
− | (a) | to reduce the capital of an issuer; |
− | --- | --- |
+ (b) to meet obligations arising from debt financial instruments that are exchangeable into equity instruments; or
− | (b) | to meet obligations arising from debt financial instruments that are exchangeable into equity instruments; or |
− | --- | --- |
+ (c) to meet obligations arising from share option programmes, or other allocations of shares, to employees or to members of the administrative, management or supervisory bodies of the issuer or of an associate company.
− | (c) | to meet obligations arising from share option programmes, or other allocations of shares, to employees or to members of the administrative, management or supervisory bodies of the issuer or of an associate company. |
− | --- | --- |
+ (a) stabilisation is carried out for a limited period;
− | (a) | stabilisation is carried out for a limited period; |
− | --- | --- |
+ (b) relevant information about the stabilisation is disclosed and notified to the competent authority of the trading venue in accordance with paragraph 5;
− | (b) | relevant information about the stabilisation is disclosed and notified to the competent authority of the trading venue in accordance with paragraph 5; |
− | --- | --- |
+ (c) adequate limits with regard to price are complied with; and
− | (c) | adequate limits with regard to price are complied with; and |
− | --- | --- |
+ (d) such trading complies with the conditions for stabilisation laid down in the regulatory technical standards referred to in paragraph 6.
− | (d) | such trading complies with the conditions for stabilisation laid down in the regulatory technical standards referred to in paragraph 6. |
− | --- | --- |
+ ### Article 6 — Exemption for monetary and public debt management activities and climate policy activities
− ### art_6
− 
− Article 6
+ (a) a Member State;
− | (a) | a Member State; |
− | --- | --- |
+ (b) the members of the ESCB;
− | (b) | the members of the ESCB; |
− | --- | --- |
+ (c) a ministry, agency or special purpose vehicle of one or several Member States, or by a person acting on its behalf;
− | (c) | a ministry, agency or special purpose vehicle of one or several Member States, or by a person acting on its behalf; |
− | --- | --- |
+ (d) in the case of a Member State that is a federal state, a member making up the federation.
− | (d) | in the case of a Member State that is a federal state, a member making up the federation. |
− | --- | --- |
+ (a) the Union;
− | (a) | the Union; |
− | --- | --- |
+ (b) a special purpose vehicle of one or several Member States;
− | (b) | a special purpose vehicle of one or several Member States; |
− | --- | --- |
+ (c) the European Investment Bank;
− | (c) | the European Investment Bank; |
− | --- | --- |
+ (d) the European Financial Stability Facility;
− | (d) | the European Financial Stability Facility; |
− | --- | --- |
+ (e) the European Stability Mechanism;
− | (e) | the European Stability Mechanism; |
− | --- | --- |
+ (f) an international financial institution established by two or more Member States which has the purpose to mobilise funding and provide financial assistance to the benefit of its members that are experiencing or threatened by severe financing problems.
− | (f) | an international financial institution established by two or more Member States which has the purpose to mobilise funding and provide financial assistance to the benefit of its members that are experiencing or threatened by severe financing problems. |
− | --- | --- |
+ ## CHAPTER 2 / **INSIDE INFORMATION, INSIDER DEALING, UNLAWFUL DISCLOSURE OF INSIDE INFORMATION AND MARKET MANIPULATION**
− ### art_7
+ ### Article 7 — Inside information
− Article 7
+ (a) information of a precise nature, which has not been made public, relating, directly or indirectly, to one or more issuers or to one or more financial instruments, and which, if it were made public, would be likely to have a significant effect on the prices of those financial instruments or on th…
− | (a) | information of a precise nature, which has not been made public, relating, directly or indirectly, to one or more issuers or to one or more financial instruments, and which, if it were made public, would be likely to have a significant effect on the prices of those financial instruments or o…
− | --- | --- |
+ (b) in relation to commodity derivatives, information of a precise nature, which has not been made public, relating, directly or indirectly to one or more such derivatives or relating directly to the related spot commodity contract, and which, if it were made public, would be likely to have a signif…
− | (b) | in relation to commodity derivatives, information of a precise nature, which has not been made public, relating, directly or indirectly to one or more such derivatives or relating directly to the related spot commodity contract, and which, if it were made public, would be likely to have a si…
− | --- | --- |
+ (c) in relation to emission allowances or auctioned products based thereon, information of a precise nature, which has not been made public, relating, directly or indirectly, to one or more such instruments, and which, if it were made public, would be likely to have a significant effect on the price…
− | (c) | in relation to emission allowances or auctioned products based thereon, information of a precise nature, which has not been made public, relating, directly or indirectly, to one or more such instruments, and which, if it were made public, would be likely to have a significant effect on the p…
− | --- | --- |
+ (d) for persons charged with the execution of orders concerning financial instruments, it also means information conveyed by a client and relating to the client’s pending orders in financial instruments, which is of a precise nature, relating, directly or indirectly, to one or more issuers or to one…
− | (d) | for persons charged with the execution of orders concerning financial instruments, it also means information conveyed by a client and relating to the client’s pending orders in financial instruments, which is of a precise nature, relating, directly or indirectly, to one or more issuers or to…
− | --- | --- |
+ ### Article 8 — Insider dealing
− ### art_8
− Article 8
− 
+ (a) recommends, on the basis of that information, that another person acquire or dispose of financial instruments to which that information relates, or induces that person to make such an acquisition or disposal, or
− | (a) | recommends, on the basis of that information, that another person acquire or dispose of financial instruments to which that information relates, or induces that person to make such an acquisition or disposal, or |
− | --- | --- |
+ (b) recommends, on the basis of that information, that another person cancel or amend an order concerning a financial instrument to which that information relates, or induces that person to make such a cancellation or amendment.
− | (b) | recommends, on the basis of that information, that another person cancel or amend an order concerning a financial instrument to which that information relates, or induces that person to make such a cancellation or amendment. |
− | --- | --- |
+ (a) being a member of the administrative, management or supervisory bodies of the issuer or emission allowance market participant;
− | (a) | being a member of the administrative, management or supervisory bodies of the issuer or emission allowance market participant; |
− | --- | --- |
+ (b) having a holding in the capital of the issuer or emission allowance market participant;
− | (b) | having a holding in the capital of the issuer or emission allowance market participant; |
− | --- | --- |
+ (c) having access to the information through the exercise of an employment, profession or duties; or
− | (c) | having access to the information through the exercise of an employment, profession or duties; or |
− | --- | --- |
+ (d) being involved in criminal activities.
− | (d) | being involved in criminal activities. |
− | --- | --- |
− 
− ### art_9
+ ### Article 9 — Legitimate behaviour
− Article 9
+ (a) has established, implemented and maintained adequate and effective internal arrangements and procedures that effectively ensure that neither the natural person who made the decision on its behalf to acquire or dispose of financial instruments to which the information relates, nor another natural…
− | (a) | has established, implemented and maintained adequate and effective internal arrangements and procedures that effectively ensure that neither the natural person who made the decision on its behalf to acquire or dispose of financial instruments to which the information relates, nor another nat…
− | --- | --- |
+ (b) has not encouraged, made a recommendation to, induced or otherwise influenced the natural person who, on behalf of the legal person, acquired or disposed of financial instruments to which the information relates.
− | (b) | has not encouraged, made a recommendation to, induced or otherwise influenced the natural person who, on behalf of the legal person, acquired or disposed of financial instruments to which the information relates. |
− | --- | --- |
+ (a) for the financial instrument to which that information relates, is a market maker or a person authorised to act as a counterparty, and the acquisition or disposal of financial instruments to which that information relates is made legitimately in the normal course of the exercise of its function …
− | (a) | for the financial instrument to which that information relates, is a market maker or a person authorised to act as a counterparty, and the acquisition or disposal of financial instruments to which that information relates is made legitimately in the normal course of the exercise of its funct…
− | --- | --- |
+ (b) is authorised to execute orders on behalf of third parties, and the acquisition or disposal of financial instruments to which the order relates, is made to carry out such an order legitimately in the normal course of the exercise of that person’s employment, profession or duties.
− | (b) | is authorised to execute orders on behalf of third parties, and the acquisition or disposal of financial instruments to which the order relates, is made to carry out such an order legitimately in the normal course of the exercise of that person’s employment, profession or duties. |
− | --- | --- |
+ (a) that obligation results from an order placed or an agreement concluded before the person concerned possessed inside information; or
− | (a) | that obligation results from an order placed or an agreement concluded before the person concerned possessed inside information; or |
− | --- | --- |
+ (b) that transaction is carried out to satisfy a legal or regulatory obligation that arose, before the person concerned possessed inside information.
− | (b) | that transaction is carried out to satisfy a legal or regulatory obligation that arose, before the person concerned possessed inside information. |
− | --- | --- |
+ ### Article 10 — Unlawful disclosure of inside information
− ### art_10
− Article 10
− 
+ ### Article 11 — Market soundings
− ### art_11
− Article 11
− 
+ (a) an issuer;
− | (a) | an issuer; |
− | --- | --- |
+ (b) a secondary offeror of a financial instrument, in such quantity or value that the transaction is distinct from ordinary trading and involves a selling method based on the prior assessment of potential interest from potential investors;
− | (b) | a secondary offeror of a financial instrument, in such quantity or value that the transaction is distinct from ordinary trading and involves a selling method based on the prior assessment of potential interest from potential investors; |
− | --- | --- |
+ (c) an emission allowance market participant; or
− | (c) | an emission allowance market participant; or |
− | --- | --- |
+ (d) a third party acting on behalf or on the account of a person referred to in point (a), (b) or (c).
− | (d) | a third party acting on behalf or on the account of a person referred to in point (a), (b) or (c). |
− | --- | --- |
+ (a) the information is necessary to enable the parties entitled to the securities to form an opinion on their willingness to offer their securities: and
− | (a) | the information is necessary to enable the parties entitled to the securities to form an opinion on their willingness to offer their securities: and |
− | --- | --- |
+ (b) the willingness of parties entitled to the securities to offer their securities is reasonably required for the decision to make the takeover bid or merger.
− | (b) | the willingness of parties entitled to the securities to offer their securities is reasonably required for the decision to make the takeover bid or merger. |
− | --- | --- |
+ (a) obtain the consent of the person receiving the market sounding to receive inside information;
− | (a) | obtain the consent of the person receiving the market sounding to receive inside information; |
− | --- | --- |
+ (b) inform the person receiving the market sounding that he is prohibited from using that information, or attempting to use that information, by acquiring or disposing of, for his own account or for the account of a third party, directly or indirectly, financial instruments relating to that informat…
− | (b) | inform the person receiving the market sounding that he is prohibited from using that information, or attempting to use that information, by acquiring or disposing of, for his own account or for the account of a third party, directly or indirectly, financial instruments relating to that info…
− | --- | --- |
+ (c) inform the person receiving the market sounding that he is prohibited from using that information, or attempting to use that information, by cancelling or amending an order which has already been placed concerning a financial instrument to which the information relates; and
− | (c) | inform the person receiving the market sounding that he is prohibited from using that information, or attempting to use that information, by cancelling or amending an order which has already been placed concerning a financial instrument to which the information relates; and |
− | --- | --- |
+ (d) inform the person receiving the market sounding that by agreeing to receive the information he is obliged to keep the information confidential.
− | (d) | inform the person receiving the market sounding that by agreeing to receive the information he is obliged to keep the information confidential. |
− | --- | --- |
+ 
+ (a) the factors that such persons are to take into account when information is disclosed to them as part of a market sounding in order for them to assess whether the information amounts to inside information;
+ (b) the steps that such persons are to take if inside information has been disclosed to them in order to comply with Articles 8 and 10 of this Regulation; and
+ 
+ (c) the records that such persons are to maintain in order to demonstrate that they have complied with Articles 8 and 10 of this Regulation.
− | (a) | the factors that such persons are to take into account when information is disclosed to them as part of a market sounding in order for them to assess whether the information amounts to inside information; |
− | --- | --- |
+ ### Article 12 — Market manipulation
− | (b) | the steps that such persons are to take if inside information has been disclosed to them in order to comply with Articles 8 and 10 of this Regulation; and |
− | --- | --- |
+ 1. For the purposes of this Regulation, market manipulation shall comprise the following activities:
− | (c) | the records that such persons are to maintain in order to demonstrate that they have complied with Articles 8 and 10 of this Regulation. |
− | --- | --- |
+ (a) entering into a transaction, placing an order to trade or any other behaviour which:
− ### art_12
+ (i) gives, or is likely to give, false or misleading signals as to the supply of, demand for, or price of, a financial instrument, a related spot commodity contract or an auctioned product based on emission allowances; or
− Article 12
+ (ii) secures, or is likely to secure, the price of one or several financial instruments, a related spot commodity contract or an auctioned product based on emission allowances at an abnormal or artificial level;
− 1. For the purposes of this Regulation, market manipulation shall comprise the following activities:
+ unless the person entering into a transaction, placing an order to trade or engaging in any other behaviour establishes that such transaction, order or behaviour have been carried out for legitimate reasons, and conform with an accepted market practice as established in accordance with Article 13;
− | (a) | entering into a transaction, placing an order to trade or any other behaviour which:(i)gives, or is likely to give, false or misleading signals as to the supply of, demand for, or price of, a financial instrument, a related spot commodity contract or an auctioned product based on emission al…
− | --- | --- |
− | (i) | gives, or is likely to give, false or misleading signals as to the supply of, demand for, or price of, a financial instrument, a related spot commodity contract or an auctioned product based on emission allowances; or |
− | (ii) | secures, or is likely to secure, the price of one or several financial instruments, a related spot commodity contract or an auctioned product based on emission allowances at an abnormal or artificial level; |
+ (b) entering into a transaction, placing an order to trade or any other activity or behaviour which affects or is likely to affect the price of one or several financial instruments, a related spot commodity contract or an auctioned product based on emission allowances, which employs a fictitious dev…
− | (b) | entering into a transaction, placing an order to trade or any other activity or behaviour which affects or is likely to affect the price of one or several financial instruments, a related spot commodity contract or an auctioned product based on emission allowances, which employs a fictitious…
− | --- | --- |
+ (c) disseminating information through the media, including the internet, or by any other means, which gives, or is likely to give, false or misleading signals as to the supply of, demand for, or price of, a financial instrument, a related spot commodity contract or an auctioned product based on emis…
− | (c) | disseminating information through the media, including the internet, or by any other means, which gives, or is likely to give, false or misleading signals as to the supply of, demand for, or price of, a financial instrument, a related spot commodity contract or an auctioned product based on …
− | --- | --- |
+ (d) transmitting false or misleading information or providing false or misleading inputs in relation to a benchmark where the person who made the transmission or provided the input knew or ought to have known that it was false or misleading, or any other behaviour which manipulates the calculation o…
− | (d) | transmitting false or misleading information or providing false or misleading inputs in relation to a benchmark where the person who made the transmission or provided the input knew or ought to have known that it was false or misleading, or any other behaviour which manipulates the calculati…
− | --- | --- |
+ 
+ (a) the conduct by a person, or persons acting in collaboration, to secure a dominant position over the supply of or demand for a financial instrument, related spot commodity contracts or auctioned products based on emission allowances which has, or is likely to have, the effect of fixing, directly …
+ 
+ (b) the buying or selling of financial instruments, at the opening or closing of the market, which has or is likely to have the effect of misleading investors acting on the basis of the prices displayed, including the opening or closing prices;
+ 
+ (c) the placing of orders to a trading venue, including any cancellation or modification thereof, by any available means of trading, including by electronic means, such as algorithmic and high-frequency trading strategies, and which has one of the effects referred to in paragraph 1(a) or (b), by:
+ (i) disrupting or delaying the functioning of the trading system of the trading venue or being likely to do so;
− | (a) | the conduct by a person, or persons acting in collaboration, to secure a dominant position over the supply of or demand for a financial instrument, related spot commodity contracts or auctioned products based on emission allowances which has, or is likely to have, the effect of fixing, direc…
− | --- | --- |
+ (ii) making it more difficult for other persons to identify genuine orders on the trading system of the trading venue or being likely to do so, including by entering orders which result in the overloading or destabilisation of the order book; or
− | (b) | the buying or selling of financial instruments, at the opening or closing of the market, which has or is likely to have the effect of misleading investors acting on the basis of the prices displayed, including the opening or closing prices; |
− | --- | --- |
+ (iii) creating or being likely to create a false or misleading signal about the supply of, or demand for, or price of, a financial instrument, in particular by entering orders to initiate or exacerbate a trend;
− | (c) | the placing of orders to a trading venue, including any cancellation or modification thereof, by any available means of trading, including by electronic means, such as algorithmic and high-frequency trading strategies, and which has one of the effects referred to in paragraph 1(a) or (b), by…
− | --- | --- |
− | (i) | disrupting or delaying the functioning of the trading system of the trading venue or being likely to do so; |
− | (ii) | making it more difficult for other persons to identify genuine orders on the trading system of the trading venue or being likely to do so, including by entering orders which result in the overloading or destabilisation of the order book; or |
− | (iii) | creating or being likely to create a false or misleading signal about the supply of, or demand for, or price of, a financial instrument, in particular by entering orders to initiate or exacerbate a trend; |
+ (d) the taking advantage of occasional or regular access to the traditional or electronic media by voicing an opinion about a financial instrument, related spot commodity contract or an auctioned product based on emission allowances (or indirectly about its issuer) while having previously taken posi…
− | (d) | the taking advantage of occasional or regular access to the traditional or electronic media by voicing an opinion about a financial instrument, related spot commodity contract or an auctioned product based on emission allowances (or indirectly about its issuer) while having previously taken …
− | --- | --- |
+ (e) the buying or selling on the secondary market of emission allowances or related derivatives prior to the auction held pursuant to Regulation (EU) No 1031/2010 with the effect of fixing the auction clearing price for the auctioned products at an abnormal or artificial level or misleading bidders …
− | (e) | the buying or selling on the secondary market of emission allowances or related derivatives prior to the auction held pursuant to Regulation (EU) No 1031/2010 with the effect of fixing the auction clearing price for the auctioned products at an abnormal or artificial level or misleading bidd…
− | --- | --- |
+ ### Article 13 — Accepted market practices
− ### art_13
− 
− Article 13
+ (a) whether the market practice provides for a substantial level of transparency to the market;
− | (a) | whether the market practice provides for a substantial level of transparency to the market; |
− | --- | --- |
+ (b) whether the market practice ensures a high degree of safeguards to the operation of market forces and the proper interplay of the forces of supply and demand;
− | (b) | whether the market practice ensures a high degree of safeguards to the operation of market forces and the proper interplay of the forces of supply and demand; |
− | --- | --- |
+ (c) whether the market practice has a positive impact on market liquidity and efficiency;
− | (c) | whether the market practice has a positive impact on market liquidity and efficiency; |
− | --- | --- |
+ (d) whether the market practice takes into account the trading mechanism of the relevant market and enables market participants to react properly and in a timely manner to the new market situation created by that practice;
− | (d) | whether the market practice takes into account the trading mechanism of the relevant market and enables market participants to react properly and in a timely manner to the new market situation created by that practice; |
− | --- | --- |
+ (e) whether the market practice does not create risks for the integrity of, directly or indirectly, related markets, whether regulated or not, in the relevant financial instrument within the Union;
− | (e) | whether the market practice does not create risks for the integrity of, directly or indirectly, related markets, whether regulated or not, in the relevant financial instrument within the Union; |
− | --- | --- |
+ (f) the outcome of any investigation of the relevant market practice by any competent authority or by another authority, in particular whether the relevant market practice infringed rules or regulations designed to prevent market abuse, or codes of conduct, irrespective of whether it concerns the re…
− | (f) | the outcome of any investigation of the relevant market practice by any competent authority or by another authority, in particular whether the relevant market practice infringed rules or regulations designed to prevent market abuse, or codes of conduct, irrespective of whether it concerns th…
− | --- | --- |
+ (g) the structural characteristics of the relevant market, inter alia, whether it is regulated or not, the types of financial instruments traded and the type of market participants, including the extent of retail-investor participation in the relevant market.
− | (g) | the structural characteristics of the relevant market, inter alia, whether it is regulated or not, the types of financial instruments traded and the type of market participants, including the extent of retail-investor participation in the relevant market. |
− | --- | --- |
+ ### Article 14 — Prohibition of insider dealing and of unlawful disclosure of inside information
− ### art_14
− Article 14
− 
+ (a) engage or attempt to engage in insider dealing;
− | (a) | engage or attempt to engage in insider dealing; |
− | --- | --- |
+ (b) recommend that another person engage in insider dealing or induce another person to engage in insider dealing; or
− | (b) | recommend that another person engage in insider dealing or induce another person to engage in insider dealing; or |
− | --- | --- |
+ (c) unlawfully disclose inside information.
− | (c) | unlawfully disclose inside information. |
− | --- | --- |
− 
− ### art_15
+ ### Article 15 — Prohibition of market manipulation
− Article 15
+ ### Article 16 — Prevention and detection of market abuse
− ### art_16
− Article 16
− 
+ (a) appropriate arrangements, systems and procedures for persons to comply with the requirements established in paragraphs 1 and 2; and
− | (a) | appropriate arrangements, systems and procedures for persons to comply with the requirements established in paragraphs 1 and 2; and |
− | --- | --- |
+ (b) the notification templates to be used by persons to comply with the requirements established in paragraphs 1 and 2.
− | (b) | the notification templates to be used by persons to comply with the requirements established in paragraphs 1 and 2. |
− | --- | --- |
+ ## CHAPTER 3 / **DISCLOSURE REQUIREMENTS**
− ### art_17
… diff truncated at 500 changed lines …