|
|
The SMSG would encourage ESMA to emphasise, in the Guidelines, that enforcers should not only be responsible for monitoring the compliance with reporting and accounting standards of the financial information disclosed by listed companies or willing to be listed ones. Enforcers should also monitor the content of the financial information disclosed, in order to ensure that the information disclosed to investors is not misleading.
In addition, the Guidelines should specify that this monitoring of the content of the financial information disclosed should not entail the enforcer’s liability for a failure to catch communications that are wrong or misleading.
The SMSG finds that the financial information requirements to which the Guidelines refer and which are provided for under the Transparency and Prospectus Directives only apply to those companies that are admitted to trading or willing to be admitted to trading on regulated markets. The companies admitted to trading onlyon Multilateral Trading Facilities (“MTFs”) are therefore not covered, whilst a significant proportion of publically traded companies in Europe (most of the time small and medium size enterprises) are traded on MTFs.
Some members of the Group also believe that these companies should comply with the same overall requirements as larger companies (although adapted), notably in respect to the Transparency Directive. These members believe that this would contribute to enhance investor protection, and hence increase investor willingness to invest in SMEs that are often perceived as riskier than larger companies. As such, these members of the SMSG would encourage ESMA to further analyse the possibility for the requirements borne by companies admitted to trading (or willing to be so) on regulated markets to be applied by the national regulators on a proportionate basis to companies admitted to trading (or willing to be so) on MTFs, while recognising that this which may entail a change of the Level 1 instruments.
Other members of the Group find that the need to ensure proportionality for SMEs requires a flexible approach to disclosure that would not be served by extending the regime currently applicable to regulated markets to MTFs.