18 December 2012

EuropeanIssuers’ position on Securities Law Legislation

EuropeanIssuers understands that discussions on possible securities law legislation are ongoing. They have therefore set out below a few thoughts from the issuer perspective.

In their view, the harmonisation of a legal and economical regime applicable to securities intermediaries (or: account providers) is absolutely necessary to achieve a fully harmonised European single market for direct investment in securities. Currently, EuropeanIssuers still sees considerable barriers related to the post-market to the direct investment of securities where the issuer and the investor are not resident in the same Member State.

Although they appreciate that the European Commission’s first priority at present is the security of securities collateral and funding models based on temporary transfers of securities and collateral provision, EuropeanIssuers would like to express some additional concerns.

Their main points are that:

• They support EU regulation in the area of securities law in principle
• They believe that securities should be treated as property, not cash
• They prefer segregated accounts as the default option, with omnibus accounts as an alternative option
• They see some progress in implementation of the general meeting standards, although they would like to see a review of the implementation of the shareholder rights directive (recently announced in the Company Law and Corporate Governance Action Plan)
• They would like to see recognition of the importance of shareholder identification, as highlighted in the report by the ECB Shareholder Transparency Taskforce, where they would like to see clarity that the national issuer law applies to intermediaries
• They are, however, sceptical of the harmonisation of conflict of laws and
• They see reconciliation of holdings as essential to the integrity of the market.

Full position paper

© EuropeanIssuers