The document discusses Italy's regulatory framework for equity crowdfunding established by Law 221/2012 and CONSOB Regulation no. 18592. It introduces online funding portals as entities that can professionally operate to collect capital for innovative startups. Key points covered include the authorization process and obligations for funding portals, requirements for startups, information disclosures, reporting requirements to CONSOB, liability of funding portals, types of financial instruments allowed, and penalties for noncompliance. It also compares Italy's regulatory approach to equity crowdfunding to other countries.
2017 veneziano and partners - european fund distributionAttilio Veneziano
Recent Numbers of Fund Management Industry in Europe
Fund Distribution Acronyms in Europe
UCITS
AIF
MiFID
PRIIPs
Marketing in Europe
The Passport
UCITS/AIFMD
Private Placement AIFMD
MiFID
The landscape of Fund Distribution in Europe is characterised by various acronyms for the applicable European directives on financial services
UCITS
The Undertakings for Collective Investment in Transferable Securities Directive represents the main framework for collective investment schemes offered to retail investors.
AIFMD
The Alternative Investment Fund Managers Directive. Recently introduced framework to regulate managers of alternative investment schemes offered to professional investors.
MIFID
The Market in Financial Instruments Directive governs the provision of investment services in financial instruments by banks and investment firms.
PRIIPs
The Packaged Retail and Insurance Investment Product regulation introduces a key investor information document for collective investment schemes and also other packaged investments.
The Colombian financial system is based on specialized banking where each financial activity can only be performed by an entity appointed for that specific activity. The system divides into an intermediated sector of banks, insurers, and related services, and a disintermediated securities market sector bringing together entities without professional intermediation. While cryptocurrencies are not prohibited, there is no comprehensive regulation in Colombia regarding their use, status, or tax treatment. Regulations require meeting restrictions on public funds collection and money laundering prevention.
The Luxembourg reserved alternative investment fund (RAIF) brochure Olivier Sciales
Luxembourg has adopted legislation creating a news type of fund vehicle, the reserved alternative investment fund (fonds d'investissement alternatif réservé, RAIF/FIAR)
Argentine securities commission issues new rulesMHR Legal
The Argentine Securities Commission (Comisión Nacional de Valores or “CNV”) has recently issued a series of new rules and proposed regulations (open for comment) on several matters.
Consultation paper on the replacement of the legal framework governing the o...AtoZForex.com
The Cypriot regulator proposes a new regulatory framework for governing the Cyprus Investment Firms (CIFs) Investors Compensation Fund (ICF) across the island.
Malta is growing as a financial centre, hosting over 580 investment funds worth €9.7 billion. It offers a strong regulatory framework and experienced professionals. Malta is attractive for both asset management and tax efficiency. Collective investment schemes and managers require licensing from the Malta Financial Services Authority. The most common legal structure is an investment company with variable capital. Professional Investor Funds can be promoted to qualifying investors for non-traditional investments.
2017 veneziano and partners - european fund distributionAttilio Veneziano
Recent Numbers of Fund Management Industry in Europe
Fund Distribution Acronyms in Europe
UCITS
AIF
MiFID
PRIIPs
Marketing in Europe
The Passport
UCITS/AIFMD
Private Placement AIFMD
MiFID
The landscape of Fund Distribution in Europe is characterised by various acronyms for the applicable European directives on financial services
UCITS
The Undertakings for Collective Investment in Transferable Securities Directive represents the main framework for collective investment schemes offered to retail investors.
AIFMD
The Alternative Investment Fund Managers Directive. Recently introduced framework to regulate managers of alternative investment schemes offered to professional investors.
MIFID
The Market in Financial Instruments Directive governs the provision of investment services in financial instruments by banks and investment firms.
PRIIPs
The Packaged Retail and Insurance Investment Product regulation introduces a key investor information document for collective investment schemes and also other packaged investments.
The Colombian financial system is based on specialized banking where each financial activity can only be performed by an entity appointed for that specific activity. The system divides into an intermediated sector of banks, insurers, and related services, and a disintermediated securities market sector bringing together entities without professional intermediation. While cryptocurrencies are not prohibited, there is no comprehensive regulation in Colombia regarding their use, status, or tax treatment. Regulations require meeting restrictions on public funds collection and money laundering prevention.
The Luxembourg reserved alternative investment fund (RAIF) brochure Olivier Sciales
Luxembourg has adopted legislation creating a news type of fund vehicle, the reserved alternative investment fund (fonds d'investissement alternatif réservé, RAIF/FIAR)
Argentine securities commission issues new rulesMHR Legal
The Argentine Securities Commission (Comisión Nacional de Valores or “CNV”) has recently issued a series of new rules and proposed regulations (open for comment) on several matters.
Consultation paper on the replacement of the legal framework governing the o...AtoZForex.com
The Cypriot regulator proposes a new regulatory framework for governing the Cyprus Investment Firms (CIFs) Investors Compensation Fund (ICF) across the island.
Malta is growing as a financial centre, hosting over 580 investment funds worth €9.7 billion. It offers a strong regulatory framework and experienced professionals. Malta is attractive for both asset management and tax efficiency. Collective investment schemes and managers require licensing from the Malta Financial Services Authority. The most common legal structure is an investment company with variable capital. Professional Investor Funds can be promoted to qualifying investors for non-traditional investments.
The United Kingdom Raises Red Flag on Initial Coin OfferingsChristina Gagnier
The UK Financial Conduct Authority (FCA) issued a warning about initial coin offerings (ICOs), noting they are high-risk speculative investments. The FCA has not created blanket legislation around digital currencies or ICOs, and will review each case individually. It warned consumers to research ICO projects thoroughly given risks like fraud, price volatility, lack of regulation or investor protections, inadequate project documentation, and projects being in early experimental stages. The FCA encouraged reporting any potential scam ICOs.
Initial Coin Offerings (ICOs) and Cryptocurrencies in CanadaChristina Gagnier
The Canadian regulatory authorities are taking a cautious approach to regulating initial coin offerings (ICOs) and cryptocurrencies. They are evaluating each offering on a case-by-case basis to determine if they comply with securities regulations. The Canadian Securities Administration (CSA) issued a notice explaining how securities laws apply to cryptocurrency exchanges, coins, offerings, and investment funds. The CSA will consider the substance over the form of an offering and use a four-prong test to determine if a coin constitutes a security. If an ICO is classified as a security, the offering must comply with securities laws like issuing a prospectus. The CSA also created a regulatory sandbox program to help innovative fintech companies bring their products and offerings within
Luxembourg has been at the forefront of the financial markets’ and the structured finance’s trends and evolutions. Over the years, it grew to become a hub for securitisation and structured finance transactions with one of the world’s safest business environment, notably as a result of its financial, political and social stability and innovative approach towards the financial sector. Issuers and investors in Luxembourg benefit from strong and stable regulatory and tax frameworks, in line with European Union directives and regulations.
China Bans Initial Coin Offerings, "Illegal Public Financing"Christina Gagnier
The People's Bank of China issued a statement on September 4th banning Initial Coin Offerings (ICOs) entirely, calling them "illegal public financing". However, a deputy director later clarified that the suspension is merely a temporary halt targeted at illegal ICOs, with the goal of protecting investors from speculative investment until the technology matures. The document also outlines six points of guidance for Chinese regulation of ICOs and virtual currencies, including banning currency exchanges, prohibiting financial institutions from involvement, and warning of investment risks. It remains unclear if the ICO ban will be made permanent.
Regulatory Regime for Cryptocurrencies in GibraltarChristina Gagnier
The Gibraltar government has taken a positive approach towards cryptocurrencies and is establishing a regulatory framework for distributed ledger technology (DLT) activities, including those related to virtual currencies. The Gibraltar Financial Services Commission (GFSC) will authorize and supervise DLT activities not currently regulated. Virtual currency is defined as a digital representation of value that can be traded but does not have legal tender status. Unlike some other jurisdictions, Gibraltar will not give virtual currencies the same status as fiat currencies, restricting its use and functions. The GFSC's regulatory approach aims to protect consumers and Gibraltar's reputation while promoting economic benefit. The new regulations are expected to be finalized by the end of 2017 and take effect on January 1, 2018.
This document provides information on establishing and operating successfully in the Saudi Arabian projects market. It discusses key themes such as finding the right local partner and navigating legal and regulatory challenges. It also covers cultural business etiquette in Saudi Arabia emphasizing the importance of trust and relationships. The document then explains various Saudi laws and regulations pertaining to foreign investment, corporate structures, public procurement, commercial agencies and other areas relevant to doing business in the country. It aims to give international companies the necessary context for entering and conducting operations in the Saudi projects sector.
Municipalities in Colombia have autonomy to establish regulations for land use and development through a Territorial Land Use Plan (POT). The POT guides physical development and classifies land as urban, rural, or expansion. Construction requires licenses that specify uses, sizes, and technical aspects in accordance with the POT. Real estate can be purchased by foreigners through the same process as Colombians, which involves due diligence, title review, purchase agreement, and registration.
Wealthstone is introducing an investment portfolio for financing real estate projects in Israel under the TAMA 38 urban renewal plan. These projects offer advantages like excess returns, priority return of principal and interest to investors before developer profits, and tax paid only on interest. Wealthstone is the largest company financing TAMA 38 projects through limited partnerships, investing in multiple projects with different risk levels. The investment process involves depositing funds with a trustee, selecting projects reviewed by experts, and reimbursing the investor's principal and interest after the project is completed.
Lawyer in Vietnam Oliver Massmann Draft decree guiding Law on Investment 2014Dr. Oliver Massmann
The document summarizes key aspects of M&A procedures under Vietnam's new Law on Investment 2014 and its draft decree:
(1) It separates foreign investors' obligation to register investments and the target company's obligation to register its business.
(2) Foreign investors are not required to obtain an Investment Registration Certificate when contributing capital or purchasing shares, regardless of the percentage acquired.
(3) If a target company meets the definition of a "foreign-invested economic organization," it must apply for new IRCs for any new investment projects, excluding additional M&A deals.
Announcement MiFID II Main Changes for authorisationsAtoZForex.com
CySEC highlights the main changes introduced by MiFID II, MiFIR, and the relevant delegated and implementing regulations, which affect the authorisation
requirements for CIFs.
Overview Of Foreign Investment Law In Indonesia Leks&Co
The document provides an overview of Indonesia's investment law, which consolidated previous laws governing foreign and domestic investment into a single law in 2007. It defines key terms like domestic and foreign capital investment and investors. The law applies equally to all capital investments in Indonesia, provides protections like guarantees against expropriation, and offers facilities like tax incentives to encourage new investment in pioneering industries. Foreign investors must use a limited liability company form, while domestic investors have more flexibility. The document discusses sectors open to investment and obligations of investors.
China Proposes a New Foreign Investment Law: Does this Represent the Death of...Winston & Strawn LLP
Winston & Strawn Shanghai partners Brinton Scott and Matthew Durham led a roundtable discussion focused on the latest developments of the proposed new Foreign Investment Law in China. The draft law, if promulgated in its current form, would represent a major shift in China’s foreign investment regime. This presentation featured a discussion of the following hot button issues:
• Unification of Foreign Investment Laws
• Negative List Replacing the Catalogue
• Foreign Control Through a VIE Structure Will be Treated the Same as a Foreign Direct Investment
Asia counsel Insights New Law on InvestmentMinh Duong
The new law on investment in Vietnam will take effect on January 1, 2021. It introduces several key changes including compulsory amendment of investment registration certificates for any project changes, exempting innovative startups from obtaining investment certificates, clarifying cases where foreign acquisition approval is required, and prohibiting debt collection and firecracker trading while adding some business sectors to the conditional business lines list. The new law also provides more investment incentives and clarifies the investor selection process.
This document provides an overview and summary of Bill 7055 on capital markets and regulated markets in Ukraine. It discusses the need to develop Ukraine's capital markets according to international standards and European Union legislation. The bill aims to regulate commodity and derivatives markets, establish regulated markets and multilateral trading facilities, introduce qualified investors, and bring Ukrainian law in line with European directives like MiFID II and EMIR. Key aspects of the bill include establishing rules for exchanges, derivatives trading, settlement finality, and distinguishing between regulated markets and alternative trading platforms.
Colombia has a foreign exchange regime regulated by the Central Bank that governs both foreign and domestic transactions involving foreign currencies. There are two markets - the foreign exchange market and the non-regulated/free market. Transactions like foreign investments, imports/exports, loans must be channeled through the foreign exchange market and reported. Transactions like services payments can use the free market without reporting. Foreign investors must register investments with the Central Bank to obtain rights like remitting profits. The regime aims to monitor currency flows and support statistical analysis.
Regulation of ICOs in Ireland: An Overview of the Legal, Tax and Regulatory P...Matheson Law Firm
Corporate M&A partner Fergus Bolster together with Tax partner Mark O'Sullivan and Financial Institutions senior associate Lorna Daly look at the regulation of ICOs in Ireland.
The document summarizes a new Bahraini Investor Protection Law that comes into force on January 1, 2015. It was passed to address challenges in the real estate market like the sale of unapproved "off plan properties" and delayed or suspended projects. The key aspects of the new law are that it prohibits real estate developers from promoting or selling properties without proper licenses and registration. It also requires developers to put project funds in a separate escrow account overseen by a trustee to ensure refunds if projects are suspended. The law is expected to restore investor confidence by regulating these issues and attract more foreign investment through a solid framework for real estate development in Bahrain.
France’s national legislation regarding the prohibition of electronic advertising to retail investors when offering speculative, complex and risky products in the territory of France.
Securities Crowdfunding for Intermediaries (Series: Crowdfunding 2020)Financial Poise
This webinar addresses crowdfunding portals and intermediaries. This episode begins with a basic overview of the various methods of crowdfunding, from donation and rewards based, to intra-state equity, debt, and finally securities based crowdfunding under Titles II, III and IV of the JOBS Act. Once those differences are understood, the webinar focuses on the need for intermediaries, the role that they can and sometimes must play, followed by a discussion on how the market has matured and where we see the market going in the online capital space. This webinar also discusses the risks and future of these intermediaries with the advent of the ICO and token distribution events.
To listen to this webinar on-demand, go to: https://www.financialpoise.com/financial-poise-webinars/securities-crowdfunding-for-intermediaries-2020/
The United Kingdom Raises Red Flag on Initial Coin OfferingsChristina Gagnier
The UK Financial Conduct Authority (FCA) issued a warning about initial coin offerings (ICOs), noting they are high-risk speculative investments. The FCA has not created blanket legislation around digital currencies or ICOs, and will review each case individually. It warned consumers to research ICO projects thoroughly given risks like fraud, price volatility, lack of regulation or investor protections, inadequate project documentation, and projects being in early experimental stages. The FCA encouraged reporting any potential scam ICOs.
Initial Coin Offerings (ICOs) and Cryptocurrencies in CanadaChristina Gagnier
The Canadian regulatory authorities are taking a cautious approach to regulating initial coin offerings (ICOs) and cryptocurrencies. They are evaluating each offering on a case-by-case basis to determine if they comply with securities regulations. The Canadian Securities Administration (CSA) issued a notice explaining how securities laws apply to cryptocurrency exchanges, coins, offerings, and investment funds. The CSA will consider the substance over the form of an offering and use a four-prong test to determine if a coin constitutes a security. If an ICO is classified as a security, the offering must comply with securities laws like issuing a prospectus. The CSA also created a regulatory sandbox program to help innovative fintech companies bring their products and offerings within
Luxembourg has been at the forefront of the financial markets’ and the structured finance’s trends and evolutions. Over the years, it grew to become a hub for securitisation and structured finance transactions with one of the world’s safest business environment, notably as a result of its financial, political and social stability and innovative approach towards the financial sector. Issuers and investors in Luxembourg benefit from strong and stable regulatory and tax frameworks, in line with European Union directives and regulations.
China Bans Initial Coin Offerings, "Illegal Public Financing"Christina Gagnier
The People's Bank of China issued a statement on September 4th banning Initial Coin Offerings (ICOs) entirely, calling them "illegal public financing". However, a deputy director later clarified that the suspension is merely a temporary halt targeted at illegal ICOs, with the goal of protecting investors from speculative investment until the technology matures. The document also outlines six points of guidance for Chinese regulation of ICOs and virtual currencies, including banning currency exchanges, prohibiting financial institutions from involvement, and warning of investment risks. It remains unclear if the ICO ban will be made permanent.
Regulatory Regime for Cryptocurrencies in GibraltarChristina Gagnier
The Gibraltar government has taken a positive approach towards cryptocurrencies and is establishing a regulatory framework for distributed ledger technology (DLT) activities, including those related to virtual currencies. The Gibraltar Financial Services Commission (GFSC) will authorize and supervise DLT activities not currently regulated. Virtual currency is defined as a digital representation of value that can be traded but does not have legal tender status. Unlike some other jurisdictions, Gibraltar will not give virtual currencies the same status as fiat currencies, restricting its use and functions. The GFSC's regulatory approach aims to protect consumers and Gibraltar's reputation while promoting economic benefit. The new regulations are expected to be finalized by the end of 2017 and take effect on January 1, 2018.
This document provides information on establishing and operating successfully in the Saudi Arabian projects market. It discusses key themes such as finding the right local partner and navigating legal and regulatory challenges. It also covers cultural business etiquette in Saudi Arabia emphasizing the importance of trust and relationships. The document then explains various Saudi laws and regulations pertaining to foreign investment, corporate structures, public procurement, commercial agencies and other areas relevant to doing business in the country. It aims to give international companies the necessary context for entering and conducting operations in the Saudi projects sector.
Municipalities in Colombia have autonomy to establish regulations for land use and development through a Territorial Land Use Plan (POT). The POT guides physical development and classifies land as urban, rural, or expansion. Construction requires licenses that specify uses, sizes, and technical aspects in accordance with the POT. Real estate can be purchased by foreigners through the same process as Colombians, which involves due diligence, title review, purchase agreement, and registration.
Wealthstone is introducing an investment portfolio for financing real estate projects in Israel under the TAMA 38 urban renewal plan. These projects offer advantages like excess returns, priority return of principal and interest to investors before developer profits, and tax paid only on interest. Wealthstone is the largest company financing TAMA 38 projects through limited partnerships, investing in multiple projects with different risk levels. The investment process involves depositing funds with a trustee, selecting projects reviewed by experts, and reimbursing the investor's principal and interest after the project is completed.
Lawyer in Vietnam Oliver Massmann Draft decree guiding Law on Investment 2014Dr. Oliver Massmann
The document summarizes key aspects of M&A procedures under Vietnam's new Law on Investment 2014 and its draft decree:
(1) It separates foreign investors' obligation to register investments and the target company's obligation to register its business.
(2) Foreign investors are not required to obtain an Investment Registration Certificate when contributing capital or purchasing shares, regardless of the percentage acquired.
(3) If a target company meets the definition of a "foreign-invested economic organization," it must apply for new IRCs for any new investment projects, excluding additional M&A deals.
Announcement MiFID II Main Changes for authorisationsAtoZForex.com
CySEC highlights the main changes introduced by MiFID II, MiFIR, and the relevant delegated and implementing regulations, which affect the authorisation
requirements for CIFs.
Overview Of Foreign Investment Law In Indonesia Leks&Co
The document provides an overview of Indonesia's investment law, which consolidated previous laws governing foreign and domestic investment into a single law in 2007. It defines key terms like domestic and foreign capital investment and investors. The law applies equally to all capital investments in Indonesia, provides protections like guarantees against expropriation, and offers facilities like tax incentives to encourage new investment in pioneering industries. Foreign investors must use a limited liability company form, while domestic investors have more flexibility. The document discusses sectors open to investment and obligations of investors.
China Proposes a New Foreign Investment Law: Does this Represent the Death of...Winston & Strawn LLP
Winston & Strawn Shanghai partners Brinton Scott and Matthew Durham led a roundtable discussion focused on the latest developments of the proposed new Foreign Investment Law in China. The draft law, if promulgated in its current form, would represent a major shift in China’s foreign investment regime. This presentation featured a discussion of the following hot button issues:
• Unification of Foreign Investment Laws
• Negative List Replacing the Catalogue
• Foreign Control Through a VIE Structure Will be Treated the Same as a Foreign Direct Investment
Asia counsel Insights New Law on InvestmentMinh Duong
The new law on investment in Vietnam will take effect on January 1, 2021. It introduces several key changes including compulsory amendment of investment registration certificates for any project changes, exempting innovative startups from obtaining investment certificates, clarifying cases where foreign acquisition approval is required, and prohibiting debt collection and firecracker trading while adding some business sectors to the conditional business lines list. The new law also provides more investment incentives and clarifies the investor selection process.
This document provides an overview and summary of Bill 7055 on capital markets and regulated markets in Ukraine. It discusses the need to develop Ukraine's capital markets according to international standards and European Union legislation. The bill aims to regulate commodity and derivatives markets, establish regulated markets and multilateral trading facilities, introduce qualified investors, and bring Ukrainian law in line with European directives like MiFID II and EMIR. Key aspects of the bill include establishing rules for exchanges, derivatives trading, settlement finality, and distinguishing between regulated markets and alternative trading platforms.
Colombia has a foreign exchange regime regulated by the Central Bank that governs both foreign and domestic transactions involving foreign currencies. There are two markets - the foreign exchange market and the non-regulated/free market. Transactions like foreign investments, imports/exports, loans must be channeled through the foreign exchange market and reported. Transactions like services payments can use the free market without reporting. Foreign investors must register investments with the Central Bank to obtain rights like remitting profits. The regime aims to monitor currency flows and support statistical analysis.
Regulation of ICOs in Ireland: An Overview of the Legal, Tax and Regulatory P...Matheson Law Firm
Corporate M&A partner Fergus Bolster together with Tax partner Mark O'Sullivan and Financial Institutions senior associate Lorna Daly look at the regulation of ICOs in Ireland.
The document summarizes a new Bahraini Investor Protection Law that comes into force on January 1, 2015. It was passed to address challenges in the real estate market like the sale of unapproved "off plan properties" and delayed or suspended projects. The key aspects of the new law are that it prohibits real estate developers from promoting or selling properties without proper licenses and registration. It also requires developers to put project funds in a separate escrow account overseen by a trustee to ensure refunds if projects are suspended. The law is expected to restore investor confidence by regulating these issues and attract more foreign investment through a solid framework for real estate development in Bahrain.
France’s national legislation regarding the prohibition of electronic advertising to retail investors when offering speculative, complex and risky products in the territory of France.
Securities Crowdfunding for Intermediaries (Series: Crowdfunding 2020)Financial Poise
This webinar addresses crowdfunding portals and intermediaries. This episode begins with a basic overview of the various methods of crowdfunding, from donation and rewards based, to intra-state equity, debt, and finally securities based crowdfunding under Titles II, III and IV of the JOBS Act. Once those differences are understood, the webinar focuses on the need for intermediaries, the role that they can and sometimes must play, followed by a discussion on how the market has matured and where we see the market going in the online capital space. This webinar also discusses the risks and future of these intermediaries with the advent of the ICO and token distribution events.
To listen to this webinar on-demand, go to: https://www.financialpoise.com/financial-poise-webinars/securities-crowdfunding-for-intermediaries-2020/
The CONSOB (Commissione Nazionale per la Società e la Borsa is an Independent Administrative Authority that oversees the Italian financial markets in order to protect investors and ensure the market’s proper functioning.
Desde 2008, o Reino Unido tem se posicionado como um dos líderes globais no setor de Fintech. Estima-se que em 2015 o setor atraiu 524 milhões de libras em investimentos e lucros de 6,6 bilhoes de libras. Esta apresentação mostra a expertise do Reino Unido e como o Governo Brditânico está desenvolvendo novas oportunidades, incluindo um ambiente regulatório favorável às Fintechs.
The chapter comprises of The Depositories Act, 1996; SEBI Depositories and Participants Regulations 1996 and 2012; Types of Depositories - NSDL, CDSL and Depository Participant; Dematerialization - International Securities Identification Number (ISIN) - Procedure for Dematerialization and Rematerialization; Settlement of Off- Market Transactions: Insider Trading - Legal Framework for Investor Protection in India; Internet Initiatives at Depository services; Credit Rating- Meaning and Necessity, Methodology of Credit Rating, Credit Rating Agencies in India.
What is Depository?
An organization where the securities of an investor are held in electronic form at the request of the investor and which carries out the securities transactions by book entry through the medium of a depository participant.
What is a Depository System?
A system whereby transfer of securities takes place by means of book entry on the ledgers of the Depository without physical movement of scripts.
Problems Resulted in Formation of Depository
Before introduction of Depository system, the problems faced by investors and corporates in handling large volume of paper were as follows:
1)Bad deliveries, 2) Fake certificates, 3) Loss of certificates in transit
4) Mutilation of certificates, 5) Delays in transfer Long settlement cycles, 6), Mismatch of signatures, 7) Delay in refund and remission of dividend etc.
Code of Conduct for Participants
1. A participant shall make all efforts to protect the interests of investors.
2. A participant shall always endeavour to—
(a) render the best possible advice to the clients having regard to the clients needs and the environments and his own professional skills;
grievances of investors are redressed without any delay
3. A participant shall maintain high standards of integrity in all its dealings with its clients and other intermediaries, in the conduct of its business.
4. A participant shall be prompt and diligent in opening of a beneficial owner account, dispatch of the dematerialisation request form, rematerialisation request form and execution of debit instruction slip and in all the other activities undertaken by him on behalf of the beneficial owners.
5. A participant shall endeavour to resolve all the complaints against it or in respect of the activities carried out by it as quickly as possible, and not later than one month of receipt.
6. A participant shall not increase charges/fees for the services rendered without proper advance notice to the beneficial owners.
7. A participant shall not indulge in any unfair competition, which is likely to harm the interests of other participants or investors or is likely to place such other participants in a disadvantageous position while competing for or executing any assignment.
8. A participant shall not make any exaggerated statement whether oral or written to the clients either about its qualifications or capability to render certain services or about its achievements in regard to SE.
Crowdfunding law and regulation - EU and national issuesPaul Massey
Introduction to crowdfunding and peeling back the layers of EU and national legislation. Challenges to Capital Markets Union and cross-border investment with a particular look at the Prospectus Directive.
CROWDFUNDING 2022 - Securities Crowdfunding for IntermediariesFinancial Poise
This webinar addresses crowdfunding portals and intermediaries. This episode begins with a basic overview of the various methods of crowdfunding, from donation and rewards based, to intra-state equity, debt, and finally securities based crowdfunding under Titles II, III and IV of the JOBS Act. Once those differences are understood, the webinar focuses on the need for intermediaries, the role that they can and sometimes must play, followed by a discussion on how the market has matured and where we see the market going in the online capital space. This webinar also discusses the risks and future of these intermediaries with the advent of the ICO and token distribution events.
Part of the webinar series: Crowdfunding 2022
See more at https://www.financialpoise.com/webinars/
Ad09a Role Of Sebi And Securities MarketGOEL'S WORLD
The document discusses the role of SEBI in regulating the securities market in India. It outlines various malpractices in the market like price manipulation and insider trading. It then describes SEBI's regulatory functions like regulating stock exchanges and intermediaries, prohibiting unfair trade practices, and promoting investor education. SEBI has powers to regulate listings, inspect stock exchanges and intermediaries, and enforce conduct rules. Guidelines are provided for public issues regarding prospectus disclosures, minimum subscription levels, and allotment procedures. Secondary market guidelines cover stock exchanges, FIIs, rights issues, and measures for investor protection.
In cooperation with The Legal 500 and Slaughter and May as lead contributing editor, Carsted Rosenberg has contributed with the Danish chapter on securitisation and the Danish securitisation market. The country-specific Q&A provides an overview to Securitisation laws and regulations that may occur in Denmark. For other jurisdictions, please refer to the contributions prepared by CMS for Austria, Norton Rose Fulbright for Canada, Dentons for Germany, Mayer Brown for Hong Kong, Nagashima Ohno & Tsunematsu for Japan, GSK Stockmann for Luxembourg, Morgan & Morgan for Panama, LECAP for Russia, Yulchon for South Korea, Lenz & Staehelin for Switzerland and Paksoy for Turkey. To learn more about securitisation law in Denmark or to access the entire Securitisation Contry Comparative Guide 2020, please click on the inks to the Q&A section:
The document discusses how various provisions of the Dodd-Frank Act and proposed Department of Labor rules expand the scope of fiduciary responsibilities for financial entities. Key points include: the Private Fund Investment Advisers Registration Act requiring most hedge fund and private equity fund advisers to register with the SEC; the "Volcker Rule" prohibiting banks from proprietary trading and limiting investments in hedge funds; and the Wall Street Transparency and Accountability Act establishing new regulation of the derivatives market, with some questions around treatment of stable value contracts and regulation of employee benefit plans.
Public Company Reporting (Series: Securities Law Made Simple (Not Really) Financial Poise
Once public, a company is subject to a continuously evolving landscape of disclosure and reporting requirements. Recent disclosure developments have addressed everything from executive compensation to cybersecurity. In addition, the prevalence of social media has made it such that a company must now consider not only the nuances of what to disclose but also how to deliver that disclosure. Is your company tweeting its earnings reports; are you using your corporate Facebook page to make Regulation FD disclosures?
In this webinar our expert panel provides you with a high-level overview of key public company reporting and disclosure requirements, including the latest developments brought about by the Dodd-Frank Act, JOBS Act, FAST Act and, most recently, the SEC’s Disclosure Effectiveness Initiative, as well as provide you with tangible examples and practical advice on how to comply with the ever-changing means of delivering that disclosure.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/public-company-reporting-2020/
Chapter 4 securities and futures regulationsQuan Risk
This document provides an overview of securities and futures regulations in Hong Kong. It discusses the key aspects of the regulatory framework including the Securities and Futures Ordinance, the Securities and Futures Commission as the main regulator, licensing requirements for corporations and individuals, as well as the SFC's roles in supervision and enforcement. The major functions and domains regulated under the SFO are also summarized.
The document summarizes the Dodd-Frank Act's Volcker Rule restrictions on proprietary trading by banks. It discusses the rule's background and evolution, provides an overview of its key provisions around restricting proprietary trading and hedge fund/private equity investments, and examines the rule's impact on principal trading, market making activities, and affiliated transactions. It concludes by outlining next steps for banks to prepare for Volcker Rule compliance.
The "Association Francaise des Investisseurs en Capital" (French Private Equity Investors Association; hereafter "AFIC") notes that the private equity business involves specialized teams analyzing and then making medium- or long-term equity investments in companies that are generally unlisted, and monitoring these investments until an exit is achieved. AFIC also notes that under the association's by-laws (status), members should offer both their partners and their clients transparency, equal treatment and optimum disclosure, thus guaranteeing the quality of the services that they offer.
Through the fair and honest practices of its members in their transactions, AFIC seeks to enhance the standing of the private equity business and thereby make a positive contribution to the French corporate world.
Although its members do not all have the same legal status and are not all subject to the same regulations, AFIC seeks to harmonize the business practices of its members in order to achieve an image of quality that is both uniform and consistent with its objectives.
AFIC decided to draw up this Code of Ethics, which will apply to all AFIC members according to the terms of article 6 of its by-laws, and which replaces the previous version of that article.
In order to facilitate the proper application of the provisions in this code by its members, AFIC has produced and will continue to produce guides and recommendations on the implementation of the code’s principles. AFIC makes its list of guides and recommendations available to the public using all available means.
Our business proposal is to provide our clients with a cost-effective solution to promote their pension plans without having to engage in a legal and administrative structure, significantly increased by recent regulation. This allows them to concentrate exclusively in the marketing activity of their pension plans.
Securities Crowdfunding for Intermediaries (Series: Crowdfunding)Financial Poise
This webinar addresses crowdfunding portals and intermediaries. This episode begins with a basic overview of the various methods of crowdfunding, from donation and rewards based, to intra-state equity, debt, and finally securities based crowdfunding under Titles II, III and IV of the JOBS Act. Once those differences are understood, the webinar focuses on the need for intermediaries, the role that they can and sometimes must play, followed by a discussion on how the market has matured and where we see the market going in the online capital space. This webinar also discusses the risks and future of these intermediaries with the advent of the ICO and token distribution events.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/securities-crowdfunding-for-intermediaries-2021/
Factoring is a financial service where a company can sell its accounts receivable to a factoring company in exchange for upfront capital. In Greece, factoring makes up 5% of GDP and the country ranks highly in export factoring. Factoring services are regulated and can only be provided by banks and specialized factoring companies authorized by the Bank of Greece. Factoring provides benefits to companies such as improved cash flow, risk management of debts, and debt collection services. The costs of factoring typically range from 0.5-2.5% of the receivables amount plus interest.
LAWYER IN VIETNAM DR.OLIVER MASSMAN - DOING BUSINESS IN VIETNAMTHE EU-VIETNA...Dr. Oliver Massmann
LAWYER IN VIETNAM DR.OLIVER MASSMAN - DOING BUSINESS IN VIETNAMTHE EU-VIETNAM FREE TRADE AGREEMENT AND INVESTMENT PROTECTION AGREEMENT – WHAT YOU MUST KNOW
Unraveling EU regulation for US Managers - Bovill New York BriefingBovill
Bovill - the UK financial services regulatory consultancy - held a breakfast seminar in New York for US investment managers and regulatory experts to 'unravel' EU regulation. For more information visit www.bovill.com.
Further information on the event is below:
Unraveling EU regulation for US Managers
Any financial services firm doing business in Europe needs a firm grasp of EU regulation.
Whether you are establishing an office in one country, marketing into several, or simply investing in a firm regulated in the UK, you will need to understand how EU-wide directives are translated into local rules.
Bovill – the London-based regulatory compliance experts – hosted a seminar in New York to give US firms an overview and update on European regulation.
The breakfast event covered:
The structure of the EU regulatory landscape – how EU directives are implemented by member states
The parallels and crossovers between EU and US regulation
The practical steps to consider, including a brief introduction to
- Alternative Investment Fund Manager Directive (AIFMD)
- European Markets Infrastructure Regulation (EMIR)
- Markets in Financial Instruments Directives (MiFID I & II)
Challenges and opportunities in the paperless NHS & beyond - A data protectio...Osborne Clarke
The document discusses challenges and opportunities related to data protection in the transition to a paperless NHS. It notes that the NHS faces issues like increased data volumes, public perception, fines, and pressure to improve handling of sensitive patient data. A review found common non-compliance issues among NHS trusts like weak password controls, lack of monitoring of privacy policies, and insecure faxing of personal information. Suppliers must demonstrate strong data protection practices to maintain competitive advantage and avoid penalties for non-compliance that could damage reputation and business. The document recommends steps like appointing a data protection officer and training to improve compliance and mitigate risks. It also examines issues and potential obligations around uses of data like big data analytics and mobile health as data protection laws
Interchange: How evolving regulation may impact Payment CardsOsborne Clarke
This document summarizes a presentation on how evolving regulation may impact payment cards. It discusses the key elements of the proposed European Interchange Regulation, including capping interchange fees for credit and debit card transactions at 0.3% and 0.2% respectively. It notes issues still under amendment like transitional periods and the regulation's scope. The presentation also overviewed related business rules around co-badging, steering, unblending, and separating scheme and processing functions. In concluding, it was noted that the regulation's implications are far-reaching as it aims to address a perceived mischief in the payments industry.
Mobile payments: the convergence of financial services and digital businessesOsborne Clarke
The document discusses developments in mobile payments. It begins with housekeeping notes for an event on mobile payments, including fire safety instructions and wireless network access details. It then provides an agenda for the event including several speakers who will discuss topics like mobile payment players and participants, predictions for the mobile payments market, and the consumer environment and how it is evolving. Diagrams are also included showing potential models for mobile access/authentication and contactless mobile payments.
Mobile Payments Law - Lessons from around the world: Why are we behind some o...Osborne Clarke
This document discusses mobile payments and lessons from countries where mobile payments are more developed. It provides an agenda on mobile payments, regulatory regimes in Europe, and case studies of mobile payment partnerships and services in the UK. Specifically, it summarizes Everything Everywhere's partnership with Barclaycard to provide a mobile contactless payment service, the mobile commerce joint venture between three UK mobile operators, and the UK's Mobile Payments Service developed by the Payments Council. Key issues discussed include what will drive consumer adoption, how stakeholders can partner to make services viable, the need for standardization, and how regulators can encourage innovation.
Transformational Mobile Payments - What are the central regulatory issues to ...Osborne Clarke
This document discusses regulatory issues surrounding transformational mobile payment projects in Europe. It provides an overview of the European payment services regulatory regime, including its objectives to enhance competition and consumer protection. It also outlines key measures like the Payment Services Directive. The document then examines how this framework applies to different mobile payment models involving access/authentication or using a mobile phone as a payment instrument. It identifies specific regulatory issues regarding payment services, data protection, and customer lifecycles. Finally, it notes the convergence of financial services and digital businesses in payments and increasing diversity of payment methods.
Madhya Pradesh, the "Heart of India," boasts a rich tapestry of culture and heritage, from ancient dynasties to modern developments. Explore its land records, historical landmarks, and vibrant traditions. From agricultural expanses to urban growth, Madhya Pradesh offers a unique blend of the ancient and modern.
Dr. Alyce Su Cover Story - China's Investment Leadermsthrill
In World Expo 2010 Shanghai – the most visited Expo in the World History
https://www.britannica.com/event/Expo-Shanghai-2010
China’s official organizer of the Expo, CCPIT (China Council for the Promotion of International Trade https://en.ccpit.org/) has chosen Dr. Alyce Su as the Cover Person with Cover Story, in the Expo’s official magazine distributed throughout the Expo, showcasing China’s New Generation of Leaders to the World.
In a tight labour market, job-seekers gain bargaining power and leverage it into greater job quality—at least, that’s the conventional wisdom.
Michael, LMIC Economist, presented findings that reveal a weakened relationship between labour market tightness and job quality indicators following the pandemic. Labour market tightness coincided with growth in real wages for only a portion of workers: those in low-wage jobs requiring little education. Several factors—including labour market composition, worker and employer behaviour, and labour market practices—have contributed to the absence of worker benefits. These will be investigated further in future work.
13 Jun 24 ILC Retirement Income Summit - slides.pptxILC- UK
ILC's Retirement Income Summit was hosted by M&G and supported by Canada Life. The event brought together key policymakers, influencers and experts to help identify policy priorities for the next Government and ensure more of us have access to a decent income in retirement.
Contributors included:
Jo Blanden, Professor in Economics, University of Surrey
Clive Bolton, CEO, Life Insurance M&G Plc
Jim Boyd, CEO, Equity Release Council
Molly Broome, Economist, Resolution Foundation
Nida Broughton, Co-Director of Economic Policy, Behavioural Insights Team
Jonathan Cribb, Associate Director and Head of Retirement, Savings, and Ageing, Institute for Fiscal Studies
Joanna Elson CBE, Chief Executive Officer, Independent Age
Tom Evans, Managing Director of Retirement, Canada Life
Steve Groves, Chair, Key Retirement Group
Tish Hanifan, Founder and Joint Chair of the Society of Later life Advisers
Sue Lewis, ILC Trustee
Siobhan Lough, Senior Consultant, Hymans Robertson
Mick McAteer, Co-Director, The Financial Inclusion Centre
Stuart McDonald MBE, Head of Longevity and Democratic Insights, LCP
Anusha Mittal, Managing Director, Individual Life and Pensions, M&G Life
Shelley Morris, Senior Project Manager, Living Pension, Living Wage Foundation
Sarah O'Grady, Journalist
Will Sherlock, Head of External Relations, M&G Plc
Daniela Silcock, Head of Policy Research, Pensions Policy Institute
David Sinclair, Chief Executive, ILC
Jordi Skilbeck, Senior Policy Advisor, Pensions and Lifetime Savings Association
Rt Hon Sir Stephen Timms, former Chair, Work & Pensions Committee
Nigel Waterson, ILC Trustee
Jackie Wells, Strategy and Policy Consultant, ILC Strategic Advisory Board
An accounting information system (AIS) refers to tools and systems designed for the collection and display of accounting information so accountants and executives can make informed decisions.
Vicinity Jobs’ data includes more than three million 2023 OJPs and thousands of skills. Most skills appear in less than 0.02% of job postings, so most postings rely on a small subset of commonly used terms, like teamwork.
Laura Adkins-Hackett, Economist, LMIC, and Sukriti Trehan, Data Scientist, LMIC, presented their research exploring trends in the skills listed in OJPs to develop a deeper understanding of in-demand skills. This research project uses pointwise mutual information and other methods to extract more information about common skills from the relationships between skills, occupations and regions.
Economic Risk Factor Update: June 2024 [SlideShare]Commonwealth
May’s reports showed signs of continued economic growth, said Sam Millette, director, fixed income, in his latest Economic Risk Factor Update.
For more market updates, subscribe to The Independent Market Observer at https://blog.commonwealth.com/independent-market-observer.
The Impact of Generative AI and 4th Industrial RevolutionPaolo Maresca
This infographic explores the transformative power of Generative AI, a key driver of the 4th Industrial Revolution. Discover how Generative AI is revolutionizing industries, accelerating innovation, and shaping the future of work.
Discover the Future of Dogecoin with Our Comprehensive Guidance36 Crypto
Learn in-depth about Dogecoin's trajectory and stay informed with 36crypto's essential and up-to-date information about the crypto space.
Our presentation delves into Dogecoin's potential future, exploring whether it's destined to skyrocket to the moon or face a downward spiral. In addition, it highlights invaluable insights. Don't miss out on this opportunity to enhance your crypto understanding!
https://36crypto.com/the-future-of-dogecoin-how-high-can-this-cryptocurrency-reach/
3. Private & Confidential
osborneclarke.com
A brief introduction to the Italian régime
LAW 221/2012
CONSOB
REGULATION
• Introduces the amendments to the T.U.F. (Italian
Consolidated Financial Law)
n. 18592
• Allows the collection of risk capital for Innovative
Start-ups (including those with a social vocation)
through an online funding portal
• Establishes the requisites for operating as a
funding portal
• Defines the funding portal as the entity which
carries out that activity professionally and is
registered in the relevant register held by
CONSOB
• Defines the information obligations
• Allows the subscription of financial instruments
on payment of total sums of less than euro 5
million
• Establishes the rules for the conduct of the
portals
• Establishes the need of a professional
investor subscription for part of the offer (at
least 5% of the total offer)
3
4. Private & Confidential
osborneclarke.com
Main amendments to the Italian Consolidated Financial
Law
Article 30, Law 221/2012
• Article 1, paragraph 5 novies: introduces the definition of an online
funding portal for the collection of capital for innovative start-ups
• Article 1, paragraph 5 decies: introduces the definition of an
innovative start-up
• Article 50-quinquies: sets out the rules for the online funding portals
to comply with for the collection of capital
• Article 100-ter: defines the object of the offers for the collection of
capital by means of online funding portals
4
5. Private & Confidential
osborneclarke.com
Types of funding portal for equity crowdfunding
AUTHORISED BY LAW
• Investment companies and banks authorised
to provide investment services
• No preliminary investigations
• Advance notice prior to commencement of
business
OTHERS
PORTALS
• Entities that carry out on a professional basis
the business of online funding portals
• Application for registration in the register
• Investigations by CONSOB as to satisfactory
meeting of the requisites of reputation and
professionalism AND PROFESSIONALISM
5
6. Private & Confidential
osborneclarke.com
Innovative start-ups: obligatory requisites in order to be
enrolled in the relevant public register
MAIN REQUISITE
Production or sale of INNOVATIVE
PRODUCTS and SERVICES having A
HIGH TECHNOLOGICAL VALUE
• The company must not have been operational for more than 48 months
• The principal place of business / center of interest must be in Italy
• The total value of annual production must not exceed euro 5 million,
from the second year of business
• Distribution of profits must be prohibited during the facilitated period
• The company must not be the result of mergers/demergers of other
companies
6
7. Private & Confidential
osborneclarke.com
The process for the collection of the information relating
to the offer and the issuer
FUNDING
PORTALS
must
provide
investors
with
certain
specific
INFORMATION by means of the relevant
“prospectus” and for each offer
• Indications of the specific risks associated with the offer
• Description of the issuer and the business project
• Information on the company bodies and their composition
• Description of the financial instruments offered
• Description of the clauses contained in the articles of association to safeguard
the investors
• Description of the general conditions of the offer
• Indications of the quota subscribed by professional investors
7
8. Private & Confidential
osborneclarke.com
Obligation to provide information to CONSOB every year
by March the 31st (Annex 2, CONSOB regulation)
FUNDING
PORTALS
must
provide
CONSOB with a report on the business and
on the organization's structure which
indicates
• The process of selection of the offers
• The consulting services provided to the start-ups (which could cause
conflicts of interest)
• If it will provide periodic information on the results of the start-up
• If it intends to value the financial instruments acquired or report the prices
on those exchanged (is it possible to create an alternative market?)
• If it intends to provide mechanisms for the periodic exchange of
information between start-up and investors
8
9. Private & Confidential
osborneclarke.com
The liability of the funding portal, art. 13, paragraph 1 of
CONSOB Regulation
Obligation of DILIGENCE pursuant to article
1176 of Italian Civil Code
The funding portal has to perform its activity with
diligence, correctness and transparency
avoiding any conflicts of interest that might arise in managing the funding portal and
negatively affecting the interests of investors or issuers and
ensuring parity of treatment of the recipients of the offers that have identical
conditions …
9
10. Private & Confidential
osborneclarke.com
The liability of the funding portal, art. 13, paragraph 2 of
the CONSOB Regulation
Is the FUNDING PORTAL also subject to a
“prospectus obligation” ?
The funding portal makes available to investors:
detailed, correct, and clear manner that is not misleading and that is without
omissions, and
all the information regarding the offer that is provided by the issuer so that the
investors may reasonably and fully understand the nature of the investment, the
type of financial instruments offered and the risks associated with these and take
the relevant investment decisions knowingly.
However: «the information on the offer is not subject to approval by CONSOB. The
issuer is the sole party liable for the completeness and truthfulness of the data and
the information that it provides.» (Annex 3, CONSOB Regulation)
10
11. Private & Confidential
osborneclarke.com
Funding portals and standard rule of diligence
Is the CONSOB Regulation setting a
STANDARD RULE of due diligence for
FUNDING PORTALS?
• Verify the coherence of the business plan (internal resources, auditors)
• Verify the specific risks of the offer (legal and tax due diligence)
• Inform investors on the protections implemented against the risk of fraud
• Outline the structure of the offer
• Prepare the articles of association and rules of governance for the issuer
• Draft the best practices of behavior for the management of the investment after
the completion of the collection of funds
• Inform investors on the actions to be implemented if the issuers are not
complying with the funding portal rules (if any)
11
12. Private & Confidential
osborneclarke.com
Some practical examples of offers allowed by the Italian
régime (art. 26, paragraph 7 of Law 221)
AD HOC financial instruments can be
created by issuers to offer the investors only
certain RIGHTS
One could imagine financial instruments with:
•Voting rights limited to specific issues
•Voting rights that are not proportional to the holding itself
•Right to subordination in the losses
•Privilege in the distribution of profits (within the limits provided by Law 221)
•Right to withdraw connected with the occurrence of certain events concerning the
issuer
•Right of co-sale in the case of change of control
•Obligation to purchase the quotas on the part of the new majority shareholder
12
13. Private & Confidential
osborneclarke.com
Crowdfunding vs Crowdbanking ….
Art. 100 ter of Italian Consolidated Financial
Law requires CONSOB to establish rules to
secure the subscription of offers by
professional investors
As a result art. 24 of the CONSOB Regulation
•requires, as a condition subsequent to the closing of the
transaction, that at least 5% of the offered securities are subscribed
and paid by professional investors
•Banks, banking foundations and start-up incubators are included
amongst the professional investors category
13
14. Private & Confidential
osborneclarke.com
Breaches of the Regulation and relevant penalties (arts.
22 et seq)
BREACHES
PENALTIES
• Offers regarding a NON innovative
start-up
• Falsification of the signature of the
investor
• Appropriation of third party monies
• Suspension of business (max of 90 days),
for breach of rules of conduct (chapter III
of the Regulation)
• Holding of financial instruments of
third parties
• Cancellation from the register for the more
serious violations
• Transmission to CONSOB of false
information
• Fines from euro 500,00 to euro 25.000,00
• Transmission of orders that have not
been authorized by the investor
14
15. Private & Confidential
osborneclarke.com
The services offered (before and after the completion of
the investment)
CONSOB Regulation suggests BEST
PRACTICES concerning the services
following the investment completion
• Make available to investors all the documentation and information
received from the issuer with a certain frequency
• Allow investors to present questions to the management and to receive
answers in a dedicated context
• Timely inform members of the terms to exercise their rights, as resulting
from the signed documentation
• Set the pricing of the title
• Create an alternative market for exchanges (MTF) ?
15
16. osborneclarke.com
Private & Confidential
The services offered (before and after the completion of
the investment): what do foreign platforms do?
CROWDCUBE: prepares THE LEGAL AND
CORPORATE DOCUMENTATION
in
collaboration with the lawyers acting for the
majority shareholder
SYMBID: has created the inner circle, a
media space where the entrepreneur and
investors EXCHANGE INFORMATION after
the collection of funds is complete
SEEDRS: carries out a DUE DILIGENCE on
the offering company and REPRESENTS all
the investors in their relations with the
founding members
ALTERNATIVA:
offers
crowdsourcing
services (before) and crowdtrading services
(after) in the form of an MTF MARKET
16
18. Private & Confidential
osborneclarke.com
USA
Dedicated regulation: YES (equity)
JOBS Act
Waiting for SEC and FINRA
regulation
Main principles set forth under the JOBS Act
• Funding portals must be registered with SEC and FINRA
• Offers threshold equal to 1 million USD per offer per year
• Single offer threshold equal to
2.000,00 USD or 5% of salary up to 100.000,00 USD earnings per year
10% of salary above 100.000,00 USD earnings per year
• Drafting of a specific prospectus to inform investors
• Limits crowdfunding offer to domestic issuers
• One year lock-up period for the sale of the securities by the investors
18
19. Private & Confidential
osborneclarke.com
UK
Dedicated regulation: COMING SOON
FCA to issue a draft regulation soon
Enforcement expected in April 2014
Current Status:
Equity based crowdfunding
• Funding portals must be registered with FCA or an FCA authorized firm must
approve the financial promotion
• Conducting a regulated activity without authorization is a criminal offence
• No prospectus is required if the offer is below 5 million EUR per year
Lending based crowdfunding
• Not treated as a regulated activity, but subject to regulation from 1 April 2014
• To be regulated by FCA
19
20. Private & Confidential
osborneclarke.com
FRANCE
Dedicated regulation: NOT YET
September 30, a draft regulation has
been issued for consultation period
(ending November 15)
Main features of the draft regulation
• Regulation dealing with equity and lending based crowdfunding platforms
• Creation of a new category of advisers operating as portals offering equity and
debt instruments
• Equity offers allowed to a maximum of 300.000,00 EUR per issuer per year
• Debt offers allowed to a maximum of 300.000,00 EUR per issuer per year, if the
loan is made by more than 20 lenders
• Exemption from payment services rules applicable to portals managing up to 3
ml euro per months (no Passport to operate in other EU countries)
20
21. Private & Confidential
osborneclarke.com
SPAIN
Dedicated regulation: NO
Not known if and when a regulation will be
issued
Current Status:
Equity based crowdfunding
• Funding portals must be registered with CNMV, or are allowed to operate under
Royal Decree 217/2008 on the legal régime for investment services firms, as a
collective investment scheme
Lending based crowdfunding
• Lending portals acts as financial intermediary and are subject to Act 2/2009
regulating consumer contracting loans
21
22. Private & Confidential
osborneclarke.com
GERMANY
Dedicated regulation: NO
Not known if and when a regulation will be
issued
Current Status:
Equity based crowdfunding
• Funding portals must be registered with BaFin
• Exemptions from registration for funding portal offering only silent-partnerships
• Prospectus required if the offer is above 100.000,00 EUR per year
Lending based crowdfunding
• Funding portals must obtain a license under the German Trade, Commerce and
Industry Regulation Act
22
23. Private & Confidential
osborneclarke.com
THE NETHERLANDS
Dedicated regulation: NO
Not known if and when a regulation will be
issued
Current Status:
Equity based crowdfunding
• Funding portals must be registered with AFM
• Issuer’s offer of instrument is subject to FSA regulation, if exemptions are not
applicable
Lending based crowdfunding
• Funding portals must be registered with AFM and are subject to FSA regulation
and consumer credit licence
23
24. Private & Confidential
osborneclarke.com
SWITZERLAND
Dedicated regulation: NO
Not known if and when a regulation will be
issued
Current Status:
Equity based crowdfunding
• Funding portals must be registered with FINMA if holding funds
• Under Swiss legislation it is unclear if the Banking Act applies to offer of securities
Lending based crowdfunding
• Funding portals are outside the scope of CISA if some restrictions apply to their
activity (avoid accepting funds from investors and granting loans to company)
24
25. Private & Confidential
osborneclarke.com
BELGIUM
Dedicated regulation: NO
Not known if and when a regulation will be
issued
Current Status:
Equity based crowdfunding
• Funding portals cannot offer securities to retail investors
• Still under discussion if equity crowdfunding is a financial regulated business
(probably yes)
• Prospectus required if the offer is above 100.000,00 EUR per year
Lending based crowdfunding
• Banking Act and Consumer credit legislation applicable to lending platforms
25
26. Private & Confidential
osborneclarke.com
Can we see any common guidelines?
Equity based regulation: NO
Lending based regulation: NO
Equity based crowdfunding
•Funding portals are usually required to REGISTER with the NATIONAL
FINANCIAL AUTHORITIES in order to be allowed to offer securities
•Prospectus THRESHOLD varying materially
•UNCERTAINTY on laws and regulations applicable
•Multilateral Trading Facilities are subject to financial authorities licensing
Lending based crowdfunding
•Banking and consumer credit legislation applicable to lending platforms
26
27. Private & Confidential
osborneclarke.com
Exploring the added value of potential EU action
CONSULTATION DOCUMENT
3 OCTOBER, 2013
CROWDFUNDING IN THE EU
Scope of consultation
•UNCERTAINTY on laws and regulation applicable in Member States
•EU action, including soft-law measures to promote Crowdfunding in Europe
•Effort to develop ALTERNATIVE forms of financing
•200 platforms operating across Europe in 2012
•Protection from FRAUD
•Risk of Dilution and difficulties in exercising shareholder rights for the investors
•IPR protections for issuers
•Anti money LAUNDERING protection
27
29. Grazie
Thank you
Osborne Clarke
Umberto Piattelli
Partner,
Milan
umberto.piattelli@osborneclarke.com
Paste end slide graphics over
this grey box in slide deck