From the issuers’ perspective, MAR has led to a situation in which issuers face constant legal uncertainties. This position paper identifies existing problems and proposes concrete amendments. Deutsches Aktieninstituts sees as problematic in particular the very broad and vague term of inside information, the treatment of early stages of protracted processes as inside information and the poor protection of reasonable interests in the event of delay disclosure.
In its response to the ESMA consultation on Guidelines on Disclosure Requirements under the Prospectus Regulation, Deutsches Aktieninstitut welcomes that ESMA provides the possibility to refer to existing financial reporting rather than duplicating the figures in the prospectus. Deutsches Aktieninstitut demands to consistently pursue this intention. Only in this way information asymmetries can be reduced in relation to financial reports that are important for investors.
The European Central Bank is plannung a central technical plattform for the issuance of bonds (European Destribution of Debt Instruments, EDDI). In a preliminary comment Deutsches Aktieninstitut is rather sceptical about the project as the pan-European primary market for debt instruments is already now well structured and organised. A public intervention in the current processes thus needs to be justified properly.
Deutsches Aktieninstitut welcomes the objective to strengthen the role of Germany as a top location for digitization and being a leader in using new technologies like blockchain. In this context, electronic securities and token regulation are important steps to increase the attractiveness of the German capital market.
After ESMA forwarded the outcome of the various consultations on the specification of the new European Prospectus Regulation, the EU Commission has recently launched a consultation for a draft delegated Regulation. The draft Level 2 Regulation contains details on the format, content as well as scrutiny and approval of the prospectus. Deutsches Aktieninstitut has responded to the consultation and also reminded in its response that the objective of the reform of the EU prospectus regime was to ...
Deutsche Aktieninstitut and BDI are concerned about the European Commission's proposal to grant ESMA the power for scrutiny and approval of certain prospectuses. For this reason, they approached the various MEPs together with a position paper before the vote of the EU Parliament. It outlines the importance of maintaining the competences of the National Competent Authorities in this context. Otherwise it is to be feared that via such a transferal of competences, the professional debt market in ...
Regarding the consultation on the ESMA Guidelines on presentation of risk factors in the prospectus Deutsches Aktieninstitut points out the right balance between the objective of ESMA to avoid overly generic/lengthy descriptions of risk factors and flexibility for issuers in their assessment of relevant risk factors to be included in the prospectus. Proportionality and coherence are key factors for guidance on risk factors. For instance, the requirement for specificity should not result in the ...
Non-financial companies use OTC derivatives to hedge against currency, interest rate and commodity price risks related to business operations. This position paper summarises why non-financial companies need derivatives that are not centrally cleared or collateralised for this purpose and underlines the necessacity of clearing exemptions. The paper is Deutsches Aktieninstitut's contribution to a consultation of the Financial Stability Board on the recent regulation of derivative markets.
At the start of trilogues on the risk reduction package Deutsches Aktieninsitut encourages co-legislators to agree an the amendment put forward by both the European Parliament and the Council to the so-called supervisory review and evaluation process (SREP). The amendment limit the discretion of supervisory authorities to countervail exemptions from formal own funds requirements through the back door - such as the credit valuation risks (CVA risks) exemption for derivatives with ...
Numerous investment protection agreements with investor protection clauses and investor-state arbitration provisions provide the highest degree of legal certainty for investments. However, the latter is called into question by the judgment of the European Court of Justice in the case of Achmea of 6 March 2018 (C-284/16). In its position paper, the Deutsche Aktieninstitut addresses the European Institutions and urges them to create an EU-wide legal framework of investment protection for EU ...
In its response to the consultation on draft RTS, concretizing the new European Prospectus Regulation in more detail, Deutsches Aktieninstitut stresses the importance of more flexibility in drawing up prospectuses. For instance, Deutsches Aktieninstitut opposes to a fixed number of KFI (Key Financial Information) and APMs (Alternative Performance Measures) in the prospectus summary. Such a restriction is neither necessary nor useful. The 7-page limit foreseen for the summary by the new ...
Deutsches Aktieninstitut supports the aim of the European Commission to reduce administrative burden for stock listed SMEs. In its position paper on the respective consultation Deutsches Aktieninstitut stresses that capital market rules, that does not enhance investor protection, should be abandoned for every issuer irrespective of its size. In addition, to facilitate more IPOs of SMEs it is of utmost importance to raise capital of retail investors via an extension of share possession in the ...
In its letter to the German Federal Ministry for Finance (BMF), Deutsches Aktieninstitut recommends to refrain from introducing any national restrictions to the prospectus exceptions provided under the new European Prospectus Regulation. The legislative proposal of the BMF foresees a liability-relevant securities information sheet in the context of a EU prospectus exception that is designed to facilitate market access for SMEs. From the point of view of Deutsches Aktieninstitut, this securities ...
Deutsches Aktieninstitut welcomes the suggestions made by ESMA for prospectus simplification, such as removing the auditor's report in case of profit estimates and forecasts. At the same time, however, it warns against new burdens, which ESMA's proposal contains, too. It reminds that already on Level 1 of the revised European Prospectus Regulation, new burdens had been introduced. In order to achieve the objectives to simplify prospectus, the new burdens at level 1 must be compensated on ...
On 24.9.2017 the German citizens will elect the new German Bundestag und thus predefine the forthcoming policitcal, social and economic developments. One important political topic with long-term relevance is the framework for financial and capital markets. Deutsches Aktieninstitut therefore has analysed the election programmes of several political parties (CDU/CSU, SPD, Bündnis 90/Die Grünen, FDP, Die Linke and AfD) regarding issues being relevant for capital markets. Several distinct topics ...
German markets for IPOs are less developed compared to other countries. In order to improve this situation the regulatory and fiscal framework should be adjusted. The paper describes five measures with a focus on the equity culture in Germany which should be implemented with priority.
Deutsches Aktieninstitut urges the EU Commission to reflect consequently the needs of companies seeking capital market finance and using derivates for risk management purposes in the Capital Markets Union. The current direction of the Capital Market Union still fails to meet this objective. This position paper has been contributed to the mid term review of the Capital Market Union project.
In its position paper Deutsches Aktieninstitut asks the European Commission to include emloyee share ownership as a further action point in the Capital Markets Union project. It is necessary to scrutinise existing European legislation posing obstacles for the implementation of employee share plans and to abandon bureacracy and facilitate cross-border implementation of employee share plans across Europe.
In order to promote public equity financing and equity culture in Germany Deutsches Aktieninstitut suggests to implement the recommandations developed by the round table initiated by the economics minister Gabriel as soon as possible.
Regarding the consultation of the Prospectus Directive, Deutsches Aktieninstitut recommends to facilitate the prospectus regime, especially with regard to prospectuses concerning so called secondary issuances. In our view, in the case of secondary issuances it is not necessary to mention in a prospectus what has already been published due to obligations of other provisions such as the Transparency Directive and is therefore accessible for anyone.
In its comments Deutsches Aktieninstitut supports the European Commission’s initiative on building a Capital Markets Union. Further to the steps proposed by the Commission the demand-side of capital markets should, however, be addressed more precisely. This applies especially to the aspect of corporate finance. In addition, a cumulative impact-assessment of the regulatory initiatives launched in the aftermath of the financial crisis is necessary in order to identify and remove barriers for ...
The position paper emphasizes the importance of functioning IPO-markets for growth financing and employment. An adequate regulatory framework should incentivise retail and institutional investors to invest more money in shares. An efficient regulation should also increase the attractiveness of stock markets as a financing instrument for companies.
The position paper describes the advantages of employee shareownership and proposes measures in order to enhance the attractiveness of this kind of employee financial participation. According to this tax incentives should be increased and regulatory obstacles should be abandoned.
In its draft technical advice regarding the evaluated Market in Financial Instruments Directive (MiFID II) ESMA proposes to prohibit the availability of research which is provided free of costs. We object this proposal as not appropriate as it will impact especially shares of SMEs which are already lacking a sufficient coverage of professional analysts today.
The position paper comments the draft regulation on "key information documents for packaged retail products". The intention of the EU-parliament to extend the scope of the regulation on corporate bonds would have negative impacts. A key information document for corporate bonds does not provide additionally benefits for retail investors. Nevertheless, its preperation is very burdensome for issuers. As a result attractiveness of capital market financing decreases.
The European Securities Regulator ESMA has become more and more important for issues of accouting and the enforcment of financial information. This may result in a widening of the scope of the enforcement of companies' accounts. The proposed ESMA Guidelines on enforcement of July 2013 appear to work in this direction. Deutsches Aktieninstitut's position paper raises concerns about a number of aspects of the proposal that counter the efficient German system of enforcement.
With this position paper Deutsches Aktieninstitut contributes to ESMA’s consultation on “Draft Regulatory Technical Standards on specific situations that require the publication of a supplement to the prospectus”. ESMA's proposals on supplements to prospectuses contractict the wording and the objective of the Prospectus Directive and Regulation. As a consequence, the issuance of debt securities will likely be more complicated without improving investor protection.
Comment of Deutsches Aktieninstitut on the government draft of the legislation for the implementation of the European Market Infrastructure Regulation (EMIR)
Comment of Deutsches Aktieninstitut on the ministerial draft of the legislation for the implementation of the European Market Infrastructure Regulation (EMIR)
Position of Deutsches Aktieninstitut in regard of the government draft bill of the "Bundesschuldenwesengesetz" - here: German Bond Act (in German
Position of Deutsches Aktieninstitut in regard of the government draft bill of the revised Stock Corporation Act 2012 (in German)
Comment of Deutsches Aktieninstitut on the EU regulation of the rating market
Response of Deutsches Aktieninstitut to ESMA - Retail Cascade
The return triangle for employee shares developed by experts of the hkp/// group calculates returns of, by way of examples, employee share ownership programs of the indices DAX, MDAX, TecDAX und SDAX, and for companies belonging to the respective index. Based on these calculations the study displays the benefits of employee shares, which are characterised by discounts on the market value or bonus shares, provided after a given vesting period by the employer. Furthermore, the study underlines ...
Deutsches Aktieninstitut jointly published the results of a survey among small and mid seized listed companies and capital market experts regarding the going and being public. Apart from the necessity to invest more in shares via the pension system survey participants demand debureaucratisation of the listing process and the being public.
Together with EY Deutsches Aktieninstitut released a guideline explaining the steps for a successful implementation of employee share schemes (planning, design, compliance, communication and administration). These steps are illustrated by corporate examples.
After the entry into force of the evaluated Markets for Financial Instruments Directive (MiFID II/MiFIR) rules for the availability of research will change. Which research services are in the scope of the new rules and how stock-listed companies can prepare themselves for the upcoming changes desribes the paper jointly released by Deutsches Aktieninstitut, Deutsche Börse AG, The German Investment Funds Association BVI, DIRK – Deutscher Investor Relations Verband and DVFA – Deutsche ...
The current position paper of Deutsches Aktieninstitut on the exit negotiations between the European Union and the United Kingdom complements the first position paper from February 2017 and covers further relevant topics, e.g. clearing, benchmark and rating. The analyses of financial and capital market legislation and concrete examples from practice illustrate which topics deserve particular attention due to their significance for business and society in connection with the Brexit ...
In its position paper “Exit negotiations between the European Union and the United Kingdom: Minimise Brexit Risks and Strengthen the European Capital Market”, Deutsches Aktieninstitut has identified the essential issues with relevance for capital markets and which deserve particular attention due to their significance for business and society in connection with the Brexit negotiations. Furthermore it makes proposals how the negative impact of Brexit on the affected national economies can be ...
The study provides an empirical analyses of both the potential and the willingness of the German "Mittelstand" to raise capital by the means of an intial public offering. It is revealed that 1,250 medium sized companies have a good starting positon and that "Mitttelstand" companies are still rather sceptic with regard on IPO. The study also aims at discussing some of the prejudices among those who are sceptic.
Kurvenlage - Semi-Annual Report of Deutsches Aktieninstitut, 1st Term 2016 (in German)
Focus: Retirement Planning
Focus: Capital Markets Union
Focus: 50 years German stock corporation law
Die Aufsichtspraxis hinsichtlich der Ad-hoc-Publizität muss aus Sicht des Deutschen Aktieninstituts für Emittenten besser handhabbar werden. Das ist das Kernanliegen eines Positionspapiers des Aktieninstituts zur Überarbeitung des Moduls C des BaFin-Emittentenleitfadens, das die Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin) gerade konsultiert. „Wir begrüßen den offenen und produktiven Dialog mit der BaFin und nutzen die Konsultation gerne, um gemeinsam praktikable Lösungen ...
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